https://www.usegarnet.com/legal.txt Privacy policy This Privacy Policy explains how information about you is collected, used and disclosed by Garnet (collectively, “Garnet”, “we” or “us”) when you use our website https://usegarnet.com (“Website”), online products and monitoring services at https://app.usegarnet.com (“Platform”) (collectively, “Services”). This Privacy Policy also describes your choices regarding use, access and correction of personal information collected about you through our Services. Please read this Privacy Policy carefully and ensure that you understand it before you start to use our Services. This Website is owned and operated by, or on behalf of, Garnet (“we”, “our” or “us”). By accessing and using the Services, you acknowledge that you have read and understood the content of this Privacy Policy. We reserve the right to update this Privacy Policy from time to time. If we make changes, we will notify you by revising the date at the top of the Privacy Policy and, in some cases, we may provide you with additional notice (such as adding a statement to our homepage or sending you a notification). We encourage you to review the Privacy Policy whenever you access the Services or otherwise interact with us to stay informed about our information practices and the ways you can help protect your privacy. Information You Provide to Us through the Services We collect and process information you provide directly to us via the Services. Personal data submitted through the Services include the details you submit when you create an account, participate in any interactive features of the Services, fill out a form, pay for subscriptions, apply for a job, communicate with us via third party social media sites, request customer support or otherwise communicate with us. The types of information we may collect include your name, email address, company name, postal address, phone number and any other information you choose to provide. Information We Collect Automatically When You Use the Services When you access or use the Services we automatically collect information about you, including: Log Files: We gather certain information about your use of the Services, including the type of browser you use, access times, pages viewed, your IP address and the page you visited before navigating to the Services, and store it in log files. We do not monitor or log data collected from your servers when using the Services, but we may log or monitor information about your access to our Services. Information Collected by Cookies and Other Tracking Technologies: We use various technologies to collect information, including cookies and web beacons. For more information about cookies, and how to disable them, please see our Cookie Policy page and Your Choices below. Use of information We may use information about you to: – Enable you to have full access to the Services; – Provide, maintain and improve the Services; – Provide and deliver the products and services you request, process transactions and send you related information, including confirmations and invoices; – Send you technical notices, updates, security alerts, and support and administrative messages; – Respond to your comments, questions and requests, and provide customer support; – Create your Garnet account and identify you when you sign-in to your account in accordance with your agreement with us; – Communicate with you about products, services, offers, promotions, rewards, and events offered by Garnet and others, and provide news and information we think will be of interest to you; – Monitor and analyze trends, usage and activities in connection with the Services; – Detect, investigate and prevent fraud and other illegal activities and protect the rights and property of Garnet and others; – Personalize and improve the Services and provide advertisements, content or features that match user profiles or interests; – Notify you about important changes to the Services, including changes or updates to this Privacy Policy; – Link or combine with information we get from others to help understand your needs and provide you with better service; – Consider you for possible employment at Garnet in connection with an application that you submit; and – Carry out any other purpose described to you at the time the information was collected. Sharing of Information We may share your personal information as follows or as otherwise described in this Privacy Policy: With vendors, consultants and other service providers we have vetted and approved who need access to such information to carry out work on our behalf only to the extent necessary for the performance of any agreement we enter into with you. This includes companies providing the following services for our Website and/or Platform: hosting services, authentication services, cyber security and anti-fraud services, and advertising; In response to a request for information if we believe disclosure is permitted by, in accordance with, or required by, any applicable law, regulation or legal process such as to comply with a subpoena or applicable court order; With any person to whom disclosure is necessary to enable us to enforce our rights under this Privacy Policy or under any agreement we enter into with you or to protect the rights, property and safety of Garnet or third parties; In connection with, or during negotiations of, any merger, sale of Garnet assets, financing or acquisition of all or a portion of our business by another company; Between and among Garnet and all companies affiliated with Garnet who may act for us for any of the purposes set out in this Privacy Policy, including our current and future parents, affiliates, subsidiaries and other companies under common control and ownership; With analytics and search engine providers that assist us in the improvement and optimization of our Website, subject to our Cookies Policy; and With your consent or at your direction. We may also share aggregated or de-identified information, which cannot reasonably be used to identify you. Lawful Basis For Processing Your Information We are required to state the lawful basis under which we process the personal data of our users from the European Union. Accordingly, the lawful bases upon which we process your personal information are as follows: Where it is necessary to obtain your prior consent to the processing concerned in order for us to be allowed to do it, for instance in relation to direct marketing, we will obtain and rely on your consent in relation to the processing concerned. Otherwise, we will process your personal data only where the processing is necessary for compliance with a legal obligation to which we are a subject; or For the purposes of the legitimate interests pursued by us in promoting our business, providing the Platform to our business customers pursuant to our legal agreements with them, and in ensuring the security, accessibility and improvement of our Website and Platform and the development of new technology and services. External Links The Website may, from time to time, contain links to external sites. If you follow a link to any of these websites, please note that these websites have their own privacy policies and that we do not accept any responsibility or liability for these policies. Please check these policies before you submit any personal data to these websites. We are not responsible for the privacy policies or the content of such sites. Social Sharing Features The Website may offer social sharing features and other integrated tools (“Third-Party”), which lets you share information you find on our website with other media, and vice versa. When you visit one of our pages the plugin establishes a direct connection between your browser and the third-party server. Thus, the Third-Party receives information from your browser as set out in the Third-Party's privacy policy. Please note that we, as provider of the pages, have no knowledge as to the contents of the submitted data or its use by the Third-Party. For more information about the purpose and scope of data collection and processing in connection with social sharing features, please visit the privacy policies of the entities that provide these features. Log-in Features We may allow you to sign up and log in using your Google account. If you sign up using your Google email account, Google will ask your permission to share certain information from your Google account with us. This may include your first name, last name, gender, general location, your timezone and birthday. This information is collected by Google and is provided to us under the terms of Google’s privacy policy.. You can control the information that we receive from Google using the privacy settings in your Google account. Advertising and Analytics Services Provided by Others We mays allow the following companies to serve advertisements on our behalf across the Internet and in applications: Google AdWords, Google analytics, Marketo, Twitter, Facebook, Adroll, Quora, Bing ads, Linkedin, Terminus, Demand base, Instagram, and Reddit using email address and cookies that are collected. These entities use technologies including cookies, web beacons, device identifiers and other tools to collect information about your use of the Services and other websites and applications, including your IP address, web browser, pages viewed, time spent on pages or in apps, links clicked and conversion information. This information may be used by Garnet and Garnet service providers to, among other things, analyze and track data, determine the popularity of certain content, deliver advertising and content targeted to your interests on our Services and other websites and better understand your online activity. For more information about cookies, please see below and for further information about interest-based ads, or to opt out of having your web browsing information used for behavioral advertising purposes, please see Garnet’s Cookie Policy. Information Collected on Behalf of Customers in providing our Platform In the case of personal information we handle or receive on behalf of a customer in connection with their access to, and use of, our Platform (“Customer PI”), we have no direct relationship with the customer’s employees or other individuals with whom that customer may interact with respect to the Platform. If you are such an employee or individual and are seeking access to, or would like to correct, amend or delete, Customer PI, you should direct your query to the applicable customer. We will respond within a reasonable timeframe to a customer’s request to remove Customer PI. Please note that the foregoing will not limit EU individuals from making certain requests relating to their personal data as provided in Your Rights below.We will not use Customer PI except for the purpose of providing and supporting the Services for the applicable customer. Customer PI will be retained for as long as needed for that purpose and as necessary to comply with our legal obligations, resolve disputes and enforce our agreements. Marketing Where permitted in our legitimate interest or with your prior consent where required by law, we will use your personal information for marketing and to provide you with promotional update communications by email about our products/services. You can object to further marketing at any time by selecting the “unsubscribe” link at the end of all our marketing and promotional electronic communications to you, or by contacting us using the contact details set out in the Your Choices and Your Rights sections of this Privacy Policy. As part of the registration process for events hosted by Garnet which you register to attend, we may request personal data such as: your name, address, email address and telephone number, and details relevant to your occupation or employer. This information is required to process your registration for the event and to provide you with relevant event materials. This data may be shared with third party service providers engaged by us as more fully explained in the Sharing of Information section of this Privacy Policy. If you show an interest in an exhibitor at an event hosted by Garnet, such as by consenting to have your attendee badge scanned, we will provide your data to such exhibitors who may contact you for their own direct advertising and marketing purposes. In that case, the exhibitors’ use of your information would be subject to the exhibitors’ privacy policies. For events sponsored by Garnet, the event host may provide your personal data to Garnet, subject to your consent. Garnet will use the data as set forth in the Use of Information section of this Privacy Policy. Security We take reasonable steps, including physical, technical and organisational measures, to protect your personal information from unauthorised access and against unlawful processing, accidental loss, destruction and damage. Unfortunately, transmission of information via the internet is not completely secure. Although we do our best to protect your personal information, we cannot guarantee the security of your personal information submitted to us.Your personal information will be retained by Garnet for the duration of your account and may be retained for a period after this time as necessary and relevant to our legitimate interests, our terms of agreement with you and in accordance with applicable legal obligations. This may include retention necessary to meet our tax reporting requirements as well as time required to enforce the relevant terms of agreement or to identify, issue or resolve legal proceedings.We may retain a record of your stated objection to the processing of your data, including in respect of an objection to receiving marketing communications, for the sole legitimate purpose of ensuring that we can continue to respect your wishes and not contact you further, during the term of your objection. Transfer of Information to the U.S. and Other Countries Garnet is based in Canada but its servers are hosted in the United States and Canada. By accessing or using the Services or otherwise providing information to us, you understand that your information will be subject to processing, transfer and storage in and to the U.S. and Canada, where you may not have the same rights and protections as you do under local law. Your Rights EU individuals have rights in relation to their personal data which is processed by Garnet. If you are an EU data subject, you may, by emailing us at legal@usegarnet.com : Request access to the personal data concerned. Request that any incorrect personal data about you that we are processing be rectified. Request that we erase the personal data concerned. Withdraw your consent at any time where we are processing personal data relating to you on the basis of your prior consent to that processing, after which we shall stop the processing concerned. Lodge a formal complaint in Canada (or your local supervisory authority if you live outside Canada) if you have a complaint about any processing of your personal data being conducted by us. If the requested EU Data is Customer PI, please include the name of the applicable customer in your request; we will refer the request to that customer to respond directly to you and will support them as needed to respond to your request. Your Choices Account Information ‍Our customers may access, update or change personal information they have provided by logging into the Services or emailing us at support@usegarnet.com. Subject to the terms of their agreements with us, Customers may deactivate their accounts by emailing us at support@usegarnet.com, but note that we may retain certain personal information as necessary to comply with our legal obligations or for legitimate business purposes, such as to resolve disputes or enforce our agreements. We may also retain cached or archived copies of personal information for a certain period of time. If you are an individual with whom one of our customers interacts with respect to the Services (e.g., an employee of a customer), as noted above, you should direct any requests regarding access, modification or deletion of personal information to the applicable customer. ‍ Cookies ‍Most web browsers are set to accept cookies by default. If you prefer, you can usually choose to set your browser to remove or reject browser cookies. Please note that if you choose to remove or reject cookies, this could affect the availability and functionality of our Services. For more information, please see Garnet’s Cookie Policy. ‍ Promotional Communications ‍You may opt out of receiving promotional emails from Garnet by following the instructions in those emails or by emailing legal@usegarnet.com. If you opt out, we may still send you non-promotional emails, such as those about your account or our ongoing business relations. Contact us In case of questions or concerns about this Privacy Policy, you can contact Garnet at legal@usegarnet.com or by letter at Garnet's official address. ------------------------------------------------------------------------------------ Garnet terms of services Welcome to Garnet! Garnet is the leader of automated secrets detection in public and private repositories. The services outlined herein are provided by Garnet SAS, a French corporation, and its parents, subsidiaries, and affiliates (collectively “Garnet”). These Terms of Services (“Terms” or “this Agreement”) cover Customer’s use and access to the products and services provided by Garnet. Purpose The purpose of these Terms is to set forth the conditions under which Customers may use the Services. These Terms along with the Privacy Policy set forth the entire understanding of the parties with respect to use of the Services and supersede all prior or contemporaneous agreements, understandings, representations, and warranties with respect to use of the Services. These Terms may be amended by Garnet from time to time in accordance with the terms below. Customer should review the Terms prior to using the Services. By using the Services, Customer acknowledges that the Services fulfill its requirements and needs and that it has received all necessary advice and information from Garnet when purchasing or registering to the Services. If Customer has entered into a separate Services Agreement with Garnet for itself and its employees, contractors and agents use of the Services, then that agreement will supersede these Terms of Services in case of contradiction. Please read these Terms of Services carefully before you start to use the Services. We recommend that you print a copy of this for future reference. By using the Services, you are confirming that you accept these Terms of Services and that you agree to comply with them. If you do not agree to these Terms of Services, you must not use the Services. Definitions “Customer” means Garnet customers who receive a license to use the Services. “Customer Content” means all non-public works and non-public materials including Customer Data uploaded to, stored on, processed using or transmitted via the Platform by or on behalf of the Customer or by any person or application or automated system using the Customer’s account; and otherwise provided by the Customer to Garnet in connection with this Agreement. “Customer Data” means any non-public electronic data and non-public information uploaded by or for the Customer via the Services or collected and processed by or for the Customer using the Services. “Documentation” means the documents, presentations, websites, notes, notices, brochures, emails, comments, social media publications, recordings, questions & answers, customer support publications or discussions, edited or published by Garnet about Garnet’ Services. “Garnet” means Garnet SAS, French registered corporation, and its parents, subsidiaries, and affiliates (collectively “Garnet” or “we”, “us”, “our”), the provider of the Services and operator of the Platform. “Platform” means Garnet for Internal Repositories Monitoring Platform, composed of different elements of software and services (e.g. algorithms, code etc.). They allow collecting, storing and analyzing data from repositories and other data sources. “Secrets” means anything used to authenticate or authorize access to any system, most common are API keys, database credentials or security certificates. “Services” means all services, products, and components thereof offered by Garnet. Garnet's Internal Repositories Monitoring solution integrates directly into Customer’s DevOps pipeline. It empowers the Customer to detect Secrets in his source code, and to collaborate to revoke them as soon as possible. The Services are provided through the Platform accessible here: https://dashboard.usegarnet.com. “Service Data” means all information and data made available to you in connection with the Services. Change of these terms Garnet may revise these Terms of Services at any time by amending this page. Where appropriate (for example, where the changes limit Customer’s rights or increase its obligations), Garnet will also give notice of the changes by sending an email – where possible, a reasonable time in advance. Please check this page from time to time and give careful consideration to any emails Garnet sends, as the changes to the Terms of Services will be binding on you. Garnet’s obligations Garnet shall use good faith effort to deliver the Services. License Provided Customer has not materially breached these Terms, Garnet grants Customer a non-transferable, non-exclusive, worldwide, royalty free, and revocable license to Customers to use the Services, subject to the restrictions set forth in the Acceptable Use Policy, below, as well as any other restrictions set forth in these Terms. Free Tier plan: Under the Free Tier plan, Customer is granted a free-of-charge monthly renewable license to use a restricted range of the Services. The Free Tier plan license is non-transferable, non-exclusive, worldwide, royalty free, and revocable. Free Trial plan: Under the Free Trial plan, Customer is granted a free-of-charge 30-day license to use the full extent of the Services. The Free Trial plan license is non-transferable, non-exclusive, worldwide, royalty free, and revocable. Updates to the Services Garnet reserves the right, in its sole discretion, to manage, update, change, modify, suspend, discontinue or upgrade part of or all of the Services at any time, to ensure optimum performance for all Customers, or for any other purpose. These Terms of Services will apply to such new services, features or functionality, unless they come with separate or additional terms, in which case Customer will be required to agree to such separate or additional terms before being permitted to use the new services, features or functionality. Garnet shall, to the extent possible, inform the Customer within a reasonable timeframe about the nature and the duration of any modification or upgrade, update, or other change made to the Services. Confidentiality Garnet may use Customer Data and Customer Content solely in furtherance of the Services, or to improve the Services. Other than as permitted under these terms, Garnet will not disclose Customer Data or Customer Content to any third party. Garnet may disclose Customer Data or Customer Content: (i) as required under applicable securities regulations; or (ii) on a confidential basis, to potential private investors in or acquirers and/or to its legal or financial advisors that need to know such in order to provide business advice; or (iii) to the extent necessary to comply with applicable law or court order. Customer’s rights and obligations Acceptance of Terms By using the Services (as such term is defined herein), The Customer agrees to be bound by these Terms. Customer hereby warrants that he is 18 years of age or older or, where he is not, that he has the consent of its parent or guardian to use the Services in accordance with these Terms of Services.If the Customer is using the Services for an organization, or any corporate or government entity, Customer is agreeing to these Terms on behalf of that organization or entity and hereby warrants that he has authority to bind the company (as the contracting party) to these Terms of Services. Username and Password When Customer registers for an account on the Platforms (including via third party authentication), Customer is responsible for any use of Garnet Services with its account details, and for protecting its account details from unauthorised use. Customer is also responsible for the security of any computer from which he signs into his account. Garnet shall not be liable for any illicit or fraudulent use of the Customer’s account. Customer Data If Garnet processes any Customer Data on the Customer’s behalf when performing its obligations under this Terms, the parties record their intention that the Customer shall be the data controller and Garnet shall be a data processor and in any such case: 1. The Customer shall own any and all Customer Data and shall be solely responsible for the accuracy and quality of any and all Customer Data and for establishing all terms and conditions applicable to the Customer’s own customers or employees. The Customer shall ensure that the Customer is entitled to transfer the Customer Data to Garnet so that Garnet may lawfully use, process and transfer the Customer Data in accordance with this Agreement on the Customer’s behalf. The Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation. Garnet shall process the Customer Data only in accordance with the terms of this Agreement and any lawful documented instructions reasonably given by the Customer from time to time including with regard to transfers of Customer Data to a third country or an international organization, unless the laws of the state to which Garnet is subject require Garnet to process the data; in such a case, Garnet shall inform the Customer of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest. Garnet and Customer shall implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk. Garnet shall ensure that persons authorized to process the Customer Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality. The Customer hereby grants Garnet a worldwilde non-exclusive, royalty-free,license during the term to access, use, store, display, reproduce and transmit Customer Data solely for the purpose of providing the Service and any applicable professional services in accordance with this Agreement. 2. The Customer grants to Garnet a worldwide, perpetual, irrevocable, royalty-free license to use, copy, modify, distribute, create derivative works of and otherwise exploit anonymous usage data derived from the Customer’s, and Platforms Users’ use of the Service (Usage Data) as aggregated with usage data from Garnet’ other customers for its own business purposes such as support, operational planning, product innovation and sales and marketing of Garnet’ services. For purposes of clarification, such Usage Data may not include any data that could reasonably identify Customer or any particular customer or end-user of Customer and shall not be deemed Customer Data. 3. Garnet shall have the right (but not the obligation) in its sole discretion to refuse or remove any Customer Data. Customer Content The Customer grants to Garnet during the term of this Agreement, a worldwide non-exclusive license to access, use, store, display, copy and transmit the Customer Content on the Platform for the purposes of operating the Platform, providing the Services, fulfilling its other obligations under this Agreement, and exercising its rights under this Agreement. All intellectual property rights in the Customer Content will remain, as between the parties, the property of the Customer. The Customer warrants and represents to Garnet that the Customer Content, and their use by Garnet in accordance with the terms of this Agreement, will not: 1. Breach any laws, statutes, regulations or legally-binding codes; 2. Infringe any person’s intellectual property rights or other legal rights; or 3. Give rise to any cause of action against Garnet or the Customer or any third party, in each case in any jurisdiction and under any applicable law. Where Garnet reasonably suspects that there has been a breach by the Customer of the provisions of this section, Garnet may: 1. Delete or amend the relevant Customer Content; and/or, 2. Suspend any or all of the Services and/or the Customer’s access to the Platform while it investigates the matter. Any breach by the Customer of this section will be deemed to be a material breach of this Agreement. The Services Accessing the Services Customer acknowledges that the extent of its use of the Services will depend on its subscription plan, and he further agrees to only use the Services within the limits of such subscription plan. Whilst Garnet will make reasonable efforts to ensure the Services are operational 24 hours a day, 7 days a week, Garnet does not guarantee that the Services will always be available or be uninterrupted. In particular, but without limitation: Maintenance Services: The Services will not be available to Customer when Garnet carries out maintenance services. Communication networks: The Services may be subject to limitations, delays and other problems inherent in the use of communication networks and facilities. Garnet reserves the right to suspend Customer’s access to or use of the Services without notice in the event he breaches these Terms of Services or if Garnet reasonably suspects that Customer has breached these Terms of Services. Using the Services Customer must not use the Services for any commercial use (other than for internal use within its business), and he must not redistribute or transfer the Services, Platforms, Documentation or Service Data to any third party or make any part of the Services, Documentation or Service Data available to be accessed, in whole or in part, by any third party. The licence granted to Customer to use the Services, the Platform, the Documentation, and Service Data, does not permit to do, and he shall not do nor permit any third party to do, any of the following: Embed Garnet Services, Platform, Documentation, or Service Data into any product of Customers or any third party; Make available through automated or manual means any part of the Services, the Platform, the Documentation, or the Service Data, by way of crawling, scraping, spidering or otherwise; Copy or access all or any part of the Services, the Platform, the Documentation, or the Service Data other than via the interface(s) provided to Customer by Garnet; Use web-crawlers, bots, or scripts to copy or access any part of the Services, the Documentation or the Service Data; Circumvent or attempt to override any security features Garnet has installed around the Services, the Platform, the Documentation, or the Service Data; Customer further agrees to comply with the Acceptable Use Policy below with regards to its use of the Services, Platform, Service Data and Documentation, including any material and data he transmits using the Services. This Acceptable Use Policy is hereby incorporated into these Terms of Services.Customer shall not modify the Services, except as expressly permitted herein. ‍ Customer shall be responsible for the results of any authorized or unauthorized modification of the Services. Garnet shall not be liable for any failure of the Services resulting from Customer’s unauthorized modification or use of such Services. ‍ Customer shall comply with all applicable laws, rules and regulations that apply to its use of the Services, and comply with all applicable laws, rules and regulations governing export that apply to the Services. Acceptable Use Policy A breach of the Acceptable Use Policy will constitute a breach of these Terms of Services, and may result in termination or suspension of the Customer’s account in accordance with these Terms of Services. Customer shall use and access the Services responsibly. Accordingly, Customer’s license hereunder shall be conditioned upon Customer not doing, attempting to do, or encouraging any third party to attempt to do any of the following when accessing and using the Services: Use the Services for any purpose which violates applicable laws. Reverse engineer, decompile, modify, alter, tamper with, disassemble, copy, translate, convert, apply any process to, or create any modifications, enhancements, or derivative work of any component of the Platform or the Services. Probe, monitor, or otherwise test for vulnerabilities in any network used to provide the Services. Introduce to the Services or any instrument thereof, any material, tangible or intangible, that contains software, viruses, or other computer codes, files or programs that are designed to disrupt, damage, limit, or interfere with the Services or any component thereof. For the avoidance of doubt, all activity that may be categorized as a precursor to any violation hereof (i.e. port scan, stealth scan, or other information gathering activity) shall also be prohibited. Access illegally or without authorization computers, accounts or networks belonging to Garnet or to any other party. Any activity that might be used as a precursor to an attempted system penetration (i.e. port scan, stealth scan, or other information gathering activity) is also prohibited. Breach or otherwise circumvent any security measures put in place by Garnet. Use manual or automated software, devices, or other processes to “crawl” or “spider” the site or any features of the Services. Modify, integrate, or incorporate any part of the Services into a product manufactured or sold by Customer, except with express written authorization of Garnet; Distribute, disclose, publish, assign, share, lend, or otherwise allow use of the Services by any third party, except as expressly permitted by these Terms. Transfer, rent, assign, sublicense, or allow the use of the Services. Disseminate content which: 1. is defamatory, obscene, vulgar, pornographic, sexually explicit, abusive, or otherwise illegal; 2. is intended to threaten or abuse a particular person or class of persons; 3. Discriminates on the basis of, or is or may be offensive to persons of a particular race, religion, nationality, gender (including sexism), sexual preference, age, region, disability, etc.; or 4. Constitutes hate speech. Ownership and Intellectual Property Ownership of Services, IP, and Data The Services, including but not limited to the Platform, API and all documents, data, know-how, methodologies, software, and other materials developed or acquired by Garnet for performance of the Services are the sole and exclusive property of Garnet, and are protected by copyright, trademark, design and models, trade secret, patent, and other U.S. and foreign laws. These terms do not grant Customer any right, title, and interest in and to the Services (except to the extent Customer is granted a license hereunder), or to any trademarks, logos, or other brand features which are part of the Services. Ownership of Derivative Works Customer accepts and agrees that any modifications, enhancements, or derivative works of the Services or any part thereof shall be the sole and exclusive property of Garnet (the “Derivatives”). Customer hereby irrevocably assigns to Garnet all right, title, and interest, throughout the universe, in and to the Derivatives, including, without limitation, all intellectual property rights therein that may inure to Customer or that Customer is deemed to obtain pursuant to these Terms. Ownership of Feedback and Suggestions It is expressly understood, acknowledged and agreed that Customer may, but is not obliged to, provide Garnet with suggestions, comments and feedback regarding its products and services, including, but not limited to, usability, bug reports, new services, new business model and test results (collectively, “Feedback”). The parties agree that the Feedback shall be considered the property of, and may be used by, Garnet without any obligation to Customer. Customer waives any right, title, and interest in and to such Feedback. Availability of Services and Support Definitions “Authorized User” means an individual employee, agent or contractor of Customer or Customer’s Affiliate for whom subscriptions to Services have been purchased pursuant to the terms of this Agreement, and who has been supplied user credentials for the Services by Customer or the Customer’s Affiliate (or by Garnet at Customer’s or a Customer’s Affiliate’s request). “Available”: The Service will be deemed “available” so long as Authorized Users are able to login to the Service interface and access monitoring data over the internet; “Availability” has a correlative meaning. Availability is assessed from the point where the Services are made available from Garnet’s hosting provider and measured in minutes over the course of each calendar month during the Term of this Agreement. “Exceptions” means any of: (a) Customer’s breach of this Agreement; (b) Customer’s failure to configure and use the Services; (c) failures of, or issues with, Customer’s Environment; (d) Force Majeure Events; (e) Garnet’s suspension of Authorized Users’ access to the Services; or (f) maintenance during a window for which Garnet provides notice by email or through the Services in advance. Service level commitment Garnet commits to make the Services Available at least 99% of the time, exclusive of any time the Services are not Available as a result of one or more Exceptions (the “Availability Standard”). Force Majeure Event Neither Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments), when and to the extent such failure or delay is caused by acts of God; flood, fire or explosion; war, terrorism, invasion, riot or other civil unrest; embargoes or blockades in effect on or after the date of this Agreement; or national or regional emergency (each of the foregoing, a “Force Majeure Event”), in each case, provided the event is outside the reasonable control of the affected Party, the affected Party provides prompt notice to the other Party, stating the period of time the occurrence is expected to continue, and the affected Party uses diligent efforts to end the failure or delay and minimize the effects of such Force Majeure Event. Warranties Customer’s Warranties The Services allow Customer to deliver Customer Content to their users via the Services. Customer represents and warrants that such Customer Content shall not infringe on the intellectual property rights of others. Additionally, Customer shall comply with the terms of the Acceptable Use Policy. Customer Content which it posts, disseminates, or otherwise directs via the Services, and for the use of the Customer Data which it gets from the Services and shall fully indemnify, defend and hold Garnet harmless from any liability and expenses in connection with any action brought by a third party relating to any Customer Content and Data. The Customer represents and warrants that the Customer Content contains nothing that is defamatory or indecent. The Customer represents and warrants that it is not aware of any circumstances likely to give rise to breach of any of the data protection rights of its customers in providing the Customer Content to Garnet for the purposes of this Agreement. Disclaimer of Warranties Garnet PROVIDES THE SERVICES AND ALL FEATURES AND COMPONENTS THEREOF ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY OR CONDITION OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, GARNET MAKES NO WARRANTIES, EXPRESS OR IMPLIED, THAT THE SERVICES OR ANY COMPONENTS THEREOF WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS. SUCH DISCLAIMER SHALL INCLUDE WITHOUT LIMITATION, ANY WARRANTY OR REPRESENTATION THAT THE SERVICES WILL PERFORM TO ANY PARTICULAR STANDARD OR BE FREE FROM BUGS, ERRORS OR REMAIN UNAFFECTED BY COMPUTER VIRUSES OR OTHER SIMILAR FEATURES AFFECTING PERFORMANCE OF THE SERVICES. TO THE FULLEST EXTENT PERMITTED BY LAW, AND EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, GARNET MAKES NO WARRANTY, EXPRESS, IMPLIED, OR STATUTORY REGARDING THE SERVICES AND ANY OTHER SUBJECT MATTER OF THESE TERMS. BOTH CUSTOMER AND GARNET HEREBY DISCLAIM WARRANTY OR OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. Money Damages Sufficient The Customer expressly agrees that money damages are sufficient compensation for any harm suffered in accordance with these Terms. Accordingly, the Customer expressly disclaims any right to non-monetary relief, including, but not limited to, equitable or injunctive relief, in connection with any dispute arising from these Terms. The foregoing shall not in any way limit any rights or remedies, including, but not limited to, equitable or injunctive relief, which Garnet may have in connection with any dispute arising under these Terms. Limitation of Liability GARNET SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH ANY USE OF THE SERVICES OR OTHERWISE, INCLUDING WITHOUT LIMITATION LOST PROFITS OR COST TO PROCURE SIMILAR GOODS OR SERVICES. GARNET SHALL NOT BE LIABLE TO ANY PARTY FOR FAILURE TO FULFIL ITS OBLIGATIONS HEREUNDER IF SUCH FAILURE IS IN ANY WAY DUE TO: (I) THE CUSTOMER’S (OR ANY THIRD PARTY AUTHORIZED BY CUSTOMER) MISUSE OF THE SERVICES, OR ANY COMPONENT THEREOF (II) THE CUSTOMER’S (OR ANY THIRD PARTY AUTHORIZED BY CUSTOMER) UNAUTHORIZED MODIFICATION OF IT’S THE SERVICES OR ANY COMPONENTS THEREOF; OR (III) ACTS BEYOND GARNET REASONABLE CONTROL, INCLUDING, BUT NOT LIMITED TO, FORCE MAJEURE EVENT. NOTWITHSTANDING THE FOREGOING, GARNET SHALL NOT BE LIABLE OR OBLIGATED UNDER ANY BREACH OF ITS OBLIGATIONS HEREUNDER FOR ANY AMOUNT IN EXCESS OF THE AGGREGATE OF THE FEES PAID TO GARNET BY THE CUSTOMER. Indemnification Customer shall indemnify, defend, and hold harmless Garnet from any and all claims, losses, damages, expenses and costs (including all reasonably incurred legal fees) arising out of or in connection with: (i) the Customer’s (or any third party authorized by Customer) misuse of the Services; (ii) fault, negligence, or failure of the Customer (or any third party authorized by Customer) to perform the Customer’s responsibilities hereunder; (iii) claims against the Customer by any other party; (iv) Services processing of the Customer Content under this Agreement or (v) Customer’s uncured material breach of these Terms. Relief of Obligation to Pay Customer acknowledges that nothing herein (except for a Force Majeure Event resulting in termination of the Services for a reason other than Customer’s non-payment, or an uncured material breach of these Terms by Garnet which results in termination of the Services) shall relieve the Customer for its obligation to pay for the Services executed by Garnet. Resolving Disputes Initial Dispute Resolution Garnet aims to address all Customer concerns without the need for formal legal proceedings. Before filing a claim against Garnet, Customer agrees to attempt to resolve the dispute informally by contacting Garnet at legal@usegarnet.com. Garnet will try to resolve the dispute informally by contacting Customer via email. If a dispute is not resolved within ninety (90) days of submission, either party may begin formal legal action, subject to these Terms. Choice of Law The validity, performance, construction, regulation and interpretation of these Terms shall be governed under the laws of Canada. The parties hereby disclaim from application to these Terms of the United Nations Convention on Contracts for the International Sale of Goods. Information learned or exchanged related to or arising out of the dispute shall be treated as confidential information by both Parties. Miscellaneous Publicity Each Party hereby grants the other Party the right to disclose that it is a partner of the other Party and the right to display the other Party’s logo on its materials including, but not limited to, web site and literature; provided that either party may revoke the use of such intellectual property by providing written notice of such a decision at any time. Waiver, Severability and Assignment Any failure on the part of Garnet to enforce a provision under these Terms does not constitute a waiver of rights hereunder, including the right to take action at a later date. If any provision of these Terms is found unenforceable by any court or administrative body of competent jurisdiction, such provision shall be excluded from these Terms and the balance of this document shall be interpreted and enforced as if such provision were so excluded and shall be enforceable to the fullest extent permitted by law. Except as expressly permitted hereunder, Customer may not assign its rights under these Terms, and any such attempt shall be null and void. Garnet may assign any of its rights to its affiliates, subsidiaries, or its successor interest pursuant to any business associated with the Services. Notices By using the Services, Customer consents to Garnet providing it with email notices for any and all notices required under these Terms. Such notices shall be deemed received once they are sent. If Customer no longer consents to receive notification by email, it must stop using the Services. Relationship of the Parties Garnet is an independent contractor. There is no relationship of agency, partnership, joint venture, employment, or franchise between Customer and Garnet. Customer and its agents shall not have the authority to bind Garnet in any way, or to incur any obligation on its behalf, except those obligations set forth in these Terms. These terms are for the benefit of the parties and are not intended to confer upon any person or entity any rights or remedies hereunder. Nothing in these Terms shall be deemed to create any agency or partnership.