PLEASE READ THE FOLLOWING SOFTWARE TERMS OF USE (“TERMS OF USE”) CAREFULLY BEFORE USING THIS SOFTWARE PRODUCT. BY PROCEEDING TO DOWNLOAD, INSTALL OR USE THE SOFTWARE PRODUCT IN WHICH THIS AGREEMENT IS ELECTRONICALLY EMBEDDED, OR BY CLICKING “I ACCEPT,” YOU (“CUSTOMER”) HEREBY ACKNOWLEDGE AND AGREE TO BE BOUND BY THE FOLLOWING TERMS OF USE. IF YOU DO NOT AGREE WITH THESE TERMS OF USE, DO NOT INSTALL OR USE THE SOFTWARE AND DELETE THE SOFTWARE FROM YOUR COMPUTER SYSTEM. IF YOU ARE AGREEING TO THESE TERMS OF USE ON BEHALF OF OR FOR THE BENEFIT OF YOUR EMPLOYER OR A THIRD PARTY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE NECESSARY AUTHORITY TO AGREE ON YOUR EMPLOYER’S OR THAT THIRD PARTY’S BEHALF.

Effective Date: October 30, 2020

These Terms of Use govern Customer and End Users’ access and use of Confirm4Me Inc.’s (hereinafter “Confirm4Me”, “we”, “us”, “our”) two-factor identification tools and platform (the “Product”). The Product is the property of Confirm4Me and is subject to the following terms and conditions. Please read these Terms of Use carefully. By accessing and using the Product, you expressly agree to comply with and be bound by these Terms of Use.

      1. Definitions. 

        “Administrator” means an employee of Customer who is expressly authorized by Customer to exercise administrative privileges on behalf of Customer with respect to the Product“Affiliate(s)” means an entity that directly or indirectly through one or more entities, controls, is controlled by, or is under common control with, the specified entity.

        “Customer” means an organization or other third party that entered into a written license agreement with Confirm4Me to provide the Product to its End Users.

        “Device” means each virtual or physical workstation, PC, server, tablet, or other device using the Product. All Devices must be owned or used by an End User authorized by Customer and used for Customer’s internal business purposes.

        “Documentation” means that documentation that is generally provided to Customer by Confirm4Me with the Product, as revised by Confirm4Me from time to time, and which may include end user manuals, operating instructions, installation guides, release notes, and on-line help files regarding the use of the Product.

        “Effective Date” means the date you download the Product and accept these Terms of Use.

        “End User” means any of Customer’s employees who are authorized by Customer to access the Product.
        “Intellectual Property Rights”
        means all worldwide intellectual property rights, including without limitation, copyrights, trademarks, service marks, trade secrets, know how, inventions, patents, patent applications, source codes, moral rights and all other proprietary rights, whether registered or unregistered.

        “Product” means that certain software and services related to Confirm4Me’s Email Phishing & Business Email Compromise Prevention Solution, including any Documentation.

        “Support” means any maintenance and support of the Product provided by Confirm4Me.

      2. Relationship of the Parties. If you are an End User, an organization or other third party that we refer to in these Terms of Use as our Customer has invited you to use our Product. Our Customer may be your employer. You are an End User on the Product controlled by that Customer and by us. As between us and Customer, You agree that it is Customer’s sole responsibility to (a) inform you and any End Users of any relevant Customer policies and practices and any settings that may impact the use of the Product; (b) obtain any rights, permissions or consents from You and any other End Users that are necessary for the lawful use of the Product; and (c) respond to and resolve any dispute with You and any other End User relating to or based upon the use of the Product. By accessing or using our Product, you represent that you are eighteen (18) years of age or older and have been granted access to our Product by our Customer.
      3. Software License and Use of Our Product. Subject to the conditions of these Terms of Use and any Software License Agreement between Confirm4Me and Customer, Confirm4Me hereby grants to Customer and Customer’s authorized End Users, solely for internal business purposes, and not for resale or publication, a limited, non-exclusive, non-sublicensable, non-transferable, fully-paid, royalty-free license to install, use, execute, display, and access the Product, provided that Customer does not (and does not allow any End User or third party to) copy, modify, create a derivative work from, reverse engineer, reverse assemble or otherwise attempt to discover any source code or object code, sell, assign, sublicense, grant a security interest in or otherwise transfer any rights to the Product. Confirm4Me reserves all rights not expressly granted herein. Customer, or any authorized End User, MAY NOT: (i) sell, lease, rent, license, sublicense or otherwise distribute the Product, or any part thereof, to any third person or entity; (ii) use the Product for any purpose other than expressly permitted by these terms of use; (iii) reproduce, copy, modify, transmit, create a derivative work from, reverse engineer, reverse assemble or otherwise attempt to discover any Product source code or object code; (iv) sell, assign, sublicense, grant a security interest in or otherwise transfer any rights to the Product; (v) build a competitive product or service; (vi) use the Product for any illegal purpose, or in violation of any local, state, national, or international law; or (vii) authorize any person or third party to do any of the foregoing. Confirm4Me reserves all rights not expressly granted herein.
      4. Limited Trial License. In the event Customer is granted access or use of the Product on an evaluation or trial period basis, including any “Limited Access Account created by Customer, then, subject to the terms and conditions of the written license agreement by and between Confirm4Me and Customer, Confirm4Me hereby grants Customer and its End Users, solely for internal business evaluation purposes, a revocable, limited, non-exclusive, non-sublicensable, non-transferable license during the “Limited Access Period” to install, use, execute, display, and access the Product. The Limited Access Period shall be 10 days unless otherwise stated in writing by Confirm4Me. This evaluation license and grant of access will terminate automatically upon expiration of the Limited Access Period. Confirm4Me shall have no obligation to support the Product during the Limited Access Period. At any time prior to the end of the Limited Access Period, Confirm4Me may terminate the Limited Access Period for the Product without notice. Upon any termination, Customer and any End User shall discontinue use and/or access to the Product unless and until Customer has agreed to purchase a license or grant of access to use and/or access such Product. During the Limited Access Period, all terms and conditions of this Agreement will apply, except that (i) no fees will be due from Customer, unless otherwise specified; (ii) the Product will be provided without warranties or indemnities of any kind and entirely on an “as-is” basis and (iii) additional evaluation terms and conditions may appear on the trial registration web page, end user terms of use, or activation email sent by Confirm4Me, or on the applicable quote provided by Confirm4Me or by way of a proof of concept agreement executed between the parties. Confirm4Me reserves all rights not expressly granted herein.
      5. Support. The Product is made available with standard product support and is made available in accordance with the terms and conditions set forth in the written license agreement between Confirm4Me and Customer. We will respond to any questions you may have about our Product and these Terms of Use via:Confirm4Me, Inc.
        4215 Southpoint Blvd., Suite 260
        Jacksonville, FL 32216
        Email: Support@Confirm4Me.com
      6. Administrators and End Users. Customer shall designate one or more of its employees who will act as Administrators with respect to Customer’s account under this Agreement. Confirm4Me will provide each Administrator with certain administrative privileges with respect to Customer’s account within the Product (which other End Users will not have), including the ability to access and control the rules and policies associated with each End User. The Administrator shall be solely responsible for authorizing, issuing and deauthorizing End Users, administering security profiles of End Users, and inputting data regarding the End Users. Customer agrees that no End User login credentials will be shared or otherwise utilized by two or more individuals at any time. Customer shall timely deauthorize all End Users that are no longer authorized to have access to the Product. Customer will maintain, and will cause all Administrators to maintain, the security of all information relating to Customer’s account access under this Agreement, including login credentials; and Confirm4Me shall have no responsibility for any loss, damages or liability in connection with any lost or stolen account access information. At all times during the Term, Customer will ensure that there is at least one Administrator designated with respect to Customer’s account. Customer will promptly cancel the credentials of any Administrator or End User who (i) ceases to be engaged by Customer as an employee or independent contractor, (ii) Customer no longer wishes to have access to the Product for any other reason, or (iii) Customer knows or reasonably believes is causing Customer to breach any provision of this Agreement or is in any way misusing the Product. Customer is responsible for all acts and failures to act of its Administrators and End Users, and for ensuring that all Administrators and End Users are permitted by applicable law to access the Product. Confirm4Me shall have no responsibility or liability for any damage or loss caused by the failure of Customer to deauthorize an Administrator or End User (e.g., a terminated employee). Customer will ensure that all End Users and Administrators comply with all the terms and conditions of this Agreement.
      7. End User Account and Password. You agree that your credentials (e.g. usernames and passwords) will remain confidential and you shall not disclose any such credentials to any third party. In addition, you shall notify Confirm4Me immediately upon discovery of the unauthorized disclosure of any such credentials or upon any unauthorized access.
      8. Term and Termination. These Terms of Use remain effective until Customer’s subscription for use of the Product expires or terminates, or your access to the Product has been terminated by Customer or us. Upon termination, Customer and any End User will cease all use of the Product and delete, destroy, or return all copies of any Documentation related to the Product in its possession or control. Customer will also ensure all End Users cease all use of the Product and delete, destroy, or return all copies of any Documentation related to the Product in their possess or control.
      9. Modification of Terms of Use. Certain provisions of the Terms of Use may be supplemented or superseded by expressly designated legal notices or terms located on the Product. Confirm4Me reserves the right to update the Terms of Use at any time and for any reason in its sole discretion. By continuing to access or use the Product, you are agreeing to be bound by the Terms of Use or any modified Terms of Use. If the Terms of Use are not acceptable to you, your only recourse is to cease using the Product.
      10. Feedback. Customer and End User may provide Confirm4Me with suggestions, comments, or other feedback (collectively “Feedback”) with respect to the Product. Feedback is voluntary and Confirm4Me is not obligated to hold it in confidence. Confirm4Me may use Feedback for any purposes without obligation of any kind.
      11. Ownership of Product; Data.
        a. Ownership of Product. The Product and Documentation are licensed to Customer and End User and not sold. The Product and Documentation, all copies and portions thereof, and all improvements, enhancements, modifications and derivative works thereof, and all Intellectual Property Rights therein, are and shall remain the sole and exclusive property of Confirm4Me. Customer’s, and any End User’s, rights to use the Product and Documentation shall be limited to those expressly granted in these Terms of Use and no other rights of Customer or any End User with respect to the Product or Documentation or any related Intellectual Property Rights are implied. Subject to the foregoing, Customer and End User shall protect Confirm4Me’s Intellectual Property Rights as it would its own, but no less than commercially reasonable standards, as the same may reasonably relate to Customer’s or any End User’s use of the Product and Documentation under these Terms of Use. Customer and End User acknowledges and agrees that the Product and Documentation is proprietary product of Confirm4Me, whether patented or copyrighted. Customer and End User further acknowledges and agrees that all right, title, and interest in and to the Product and Documentation, including associated Intellectual Property Rights, is and shall remain with the Confirm4Me. This Agreement does not convey to the Customer or End User an interest in or to the Product and Documentation, but only a limited right of use revocable in accordance with these Terms of Use.

        b. Customer User Data. Customer and End User grants Confirm4Me and its Affiliates a non-exclusive, world-wide, royalty-free license to use the data and other information inputted by Customer or End User into the Product or derived from Customer or End User’s use of the Product (“Customer Data”): (i) to perform Confirm4Me’s obligations under this Agreement; (ii) in compliance with the Confirm4Me Privacy Policy and (iii) as may be required by law. Customer and End User will be responsible for obtaining all rights, permissions, and authorizations to provide the Customer Data to Confirm4Me for use as contemplated herein. Except for the limited license granted in this Section, nothing contained in this Agreement will be construed as granting Confirm4Me any right, title, or interest in the Customer Data. Customer Data shall be deemed Customer Confidential Information.

        c. Aggregated Data. Confirm4Me may also use Customer Data in an aggregate, de-identified and generic manner for product performance, marketing, survey and benchmarking purposes, in the review and development of current and future products, Product usage and other similar purposes (“Aggregated Data”). Aggregated Data: (i) is used only for internal administrative purposes and general usage statistics; (ii) does not identify Customer or any individual; and (iii) to the extent such Aggregated Data is disclosed, it is only disclosed in a generic or aggregated manner for the purposes of sharing Product usage, statistical or benchmarking purposes. Aggregated Data will not be considered Customer Confidential Information.

        d. Feedback. Customer and End User may provide Confirm4Me with suggestions, comments, or other feedback (collectively, “Feedback”) with respect to the Product. Feedback is voluntary. Confirm4Me is not obligated to hold it in confidence and may use Feedback for any purpose without obligation of any kind. To the extent a license is required to make use of the Feedback, Customer and End User grants Confirm4Me an irrevocable, non-exclusive, perpetual, royalty-free license to use the Feedback in connection with Confirm4Me’s business, including the enhancement of the Product.

        e. Data Security. Customer Data is maintained using industry standard administrative, physical, and technical safeguards that are designed to provide for the protection of the security, confidentiality, and integrity of Customer Data. Confirm4Me’s security safeguards include, means for preventing access, use, modification, and disclosure of Customer Data by unauthorized individuals. Notwithstanding, Customer Data access may be provided: (i) to Confirm4Me and other personnel to the extent necessary to provide the Product, services and support; (ii) as compelled by law; (iii) as set forth in the Confirm4Me Privacy Policy; or (iv) as expressly permitted by Customer.

        f. Data Privacy. The collection, use, and disclosure of Customer Data in connection with Customer and End User’s use of the Product is subject to the Product Privacy Policy. By using the Product, Customer and each End User acknowledges that the Customer Data will be processed in accordance with the Product Privacy Policy and the written license agreement between Confirm4Me and Customer. You agree and acknowledge that Customer Data may be processed in a country where it was collected, as well as in countries where privacy laws may be different or less stringent, provided Confirm4Me ensures compliance with applicable data protection laws. By using the Product or submitting Customer Data via the Product, you expressly consent to such processing. To the extent Customer or an End User provides Customer data or other information belonging to a third party, Customer and End User represents and warrants that it has that person’s, organization’s, or other such third party’s proper consent, or otherwise proper authorization, to do so.

        g. Proprietary Rights. You acknowledge and agree that the Product, any necessary software or application used in connection with the Product (if any), any aggregated data based on content on the Product, and any content available or made available on the Product all contain proprietary and confidential information that is protected by applicable intellectual property and other laws. Except as expressly permitted by applicable law or authorized in writing by Confirm4Me, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Product or content available on the Product. The term Confirm4Me, the Confirm4Me logo and other Confirm4Me logos and product and service names are the exclusive trademarks of, and are owned by Confirm4Me, and you may not use or display such trademarks in any manner without Confirm4Me’s prior written permission. Any third-party trademarks or service marks displayed on the Product are the property of their respective owners.

      12. Confidentiality. “Confidential Information” means all non-public information provided by or on behalf of the disclosing party to the receiving party that is unique to the disclosing party’s business, whether or not marked or not marked or identified as such, and including but not limited to the following:(i) the terms and conditions of this Agreement, including the price list and all information contained herein or therein, (ii) any Product activation codes; (iii) Confirm4Me software source code, (iv) information regarding pricing, product roadmaps and strategic marketing plans; (v) non-public information or materials relating to the Product; (vi) the Product and Documentation regarding same and all training materials for the Product; and (vii) Product Intellectual Property Rights. Confidential Information includes, but is not limited to, all information of a confidential or trade secret nature which the disclosing party consider to be protected by the Trade Secrets Act, 18 U.S.C.1905, and by the Florida Uniform Trade Secrets Act, Sections 688.001-688.009 of the Florida Statutes. The receiving party may use Confidential Information of the disclosing party solely (i) to exercise its rights and perform its obligations under this Agreement; or (ii) in connection with the parties’ ongoing business relationship. The receiving party will not use any Confidential Information of the disclosing party for any purpose not expressly permitted by the Agreement, and will disclose the Confidential Information of the disclosing party only to the employees or contractors of the receiving party who have a need to know such Confidential Information for purposes of the Agreement and who are under a duty of confidentiality no less restrictive than the receiving party’s duty hereunder. The receiving party will protect Confidential Information from unauthorized use, access, or disclosure in the same manner as the receiving party protects its own confidential or proprietary information of a similar nature but with no less than reasonable care. The receiving party’s obligations with respect to any Confidential Information will terminate if the receiving party can show by written records that such information: (i) was already known to the receiving party at the time of disclosure by the disclosing party without any confidentiality restrictions; (ii) was disclosed to the receiving party by a third party who had the right to make such disclosure without any confidentiality restrictions; (iii) is, or through no fault of the receiving party has become, generally available to the public; or (iv) was independently developed by the receiving party without access to, or use of, the disclosing party’s Confidential Information. In addition, the receiving party will be allowed to disclose Confidential Information to the extent that such disclosure is required by law or by the order of a court of similar judicial or administrative body, provided that the receiving party notifies the disclosing party of such required disclosure promptly and in writing and cooperates with the disclosing party, at the disclosing party’s request and expense, in any lawful action to contest or limit the scope of such required disclosure.
      13. Affiliates. Customer, if licensing the Product on behalf of its Affiliates, shall ensure its Affiliates comply with these Terms of Use. Customer shall be jointly and severally liable with its Affiliate for any breach by Affiliate of these Terms of Use. No Affiliate may directly enforce any provisions of these Terms of Use. All actions to enforce these Terms of Use must be brought by Customer.
      14. Limited Warranty; Disclaimers. THE PRODUCT IS WARRANTED, IF AT ALL, ONLY ACCORDING TO THE TERMS OF THE LICENSE AGREEMENT BY AND BETWEEN CUSTOMER AND CONFIRM4ME. EXCEPT AS WARRANTED IN THE LICENSE AGREEMENT, CONFIRM4ME HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE PRODUCT, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
      15. Limitation of Liability. YOU EXPRESSLY AGREE TO RELEASE CONFIRM4ME, ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, REPRESENTATIVES, EMPLOYEES, PARTNERS AND LICENSORS (THE “RELEASED PARTIES”) FROM ANY AND ALL LIABILITY IN CONNECTION WITH THE USE OF THE PRODUCT, AND PROMISE NOT TO SUE THE RELEASED PARTIES FOR ANY CLAIMS, ACTIONS, INJURIES, DAMAGES OR LOSSES ASSOCIATED WITH SUCH USE. YOU FURTHER AGREE THAT CONFIRM4ME SHALL NOT BE LIABLE FOR ANY LOST PROFITS, CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATED TO USE OF THE PRODUCT.
      16. Jury Trial Waiver. YOU AGREE TO WAIVE ANY RIGHT TO TRIAL BY JURY.
      17. Indemnity. You agree to defend, indemnify and hold Confirm4Me and its respective affiliates, licensors, directors, officers, employees, agents and representatives, harmless from and against any losses, costs, expenses or damages of any nature whatsoever, including attorneys’ fees and court costs, arising from any claim, cause of action, suit or demand of any third party due to, arising out of or relating to your breach of these Terms of Use or your use of our Product.
      18. Choice of Law and Forum. This Agreement shall be governed by the laws of the State of Florida. The parties each hereby consent to the jurisdiction and venue of the Circuit Court of Duval County, Florida, or the U.S. District Court for the Middle District of Florida, Jacksonville Division, for any all claims arising out of the use of the Sites or Services. You agree that any order or judgment entered by these courts may be domesticated and enforced in any necessary and appropriate jurisdiction.
      19. Attorneys’ Fees. In the event of any litigation or other legal proceedings between the parties, the prevailing party shall be entitled to reasonable attorneys’ fees and all costs of proceedings incurred in enforcing these Terms of Use.
      20. Compliance with Laws. You agree to comply with all applicable local, state, national and foreign laws in connection with its use of the Product herein, including those laws related to data privacy and the transmission of technical or personal data.
      21. Notice. Any notice provided to Confirm4Me pursuant to these Terms of Use shall be sent by courier/delivery service, which shall be deemed received as of the date of the courier/delivery receipt at:Confirm4Me, Inc.
        Attn: Legal Department
        4215 Southpoint Blvd., Suite 260
        Jacksonville, FL 32216
      22. Survival. The sections titled “Relationship of the Parties,” “Limitation of Liability,” and “Indemnity” will survive any termination or expiration of the Terms of Use.
      23. Waiver. No failure or delay by either party in exercising any rights under these Terms of Use will constitute a waiver of that right.
      24. Severability. If any provision of these Terms of Use is void, or so declared by a court of competent jurisdiction, such provision will automatically be severed from these Terms of Use, which shall otherwise remain in full force and effect.