ConductorOne

Terms of Service

Last Updated: June 28, 2021

These Terms of Service (“Terms”) is a binding agreement between you (“you” or “your”) and ConductorOne Inc. (“ConductorOne” or “we”) relating to your access to and use of our website and the services and integrations made available to your organization by ConductorOne (collective, the “Services”). You understand and acknowledge that the Services are offered for use in beta form for your testing purposes only. You use the Services at your own risk. The Services should NOT be used in a production environment.

PLEASE CAREFULLY READ THESE TERMS. IF YOU DO NOT AGREE WITH THESE TERMS IN THEIR ENTIRETY, DO NOT ACCESS, OR USE THE SERVICES OR ANY COMPONENT THEREOF. BY CLICKING “ACCEPT THE TERMS” AND UTILIZING THE SERVICES AND/OR ACCESSING ANY DATA OR INFORMATION MADE AVAILABLE THROUGH THE SERVICES, YOU REPRESENT AND WARRANT (I) THAT YOU ARE AT LEAST 18 YEARS OLD AND THAT YOU ARE LEGALLY ABLE TO ENTER INTO THESE TERMS, (II) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS, AND (III) YOU HAVE THE AUTHORITY TO ENTER INTO THESE TERMS PERSONALLY OR ON BEHALF OF THE ENTITY YOU HAVE NAMED AS THE USER UPON REGISTRATION, AND TO BIND THAT ENTITY TO THESE TERMS.

ConductorOne reserves the right, from time to time, in its sole discretion, to revise, modify, or update these Terms. When changes are made, ConductorOne will provide you with notice either by email or through the Services. We will also update the “Last Updated” date at the top of the Terms. ConductorOne may require you to provide consent to the updated Terms in a specified manner before further use of the Services. If you do not agree to any change(s) after receiving notice of such change(s), you agree to stop using the Services. Otherwise, your continued use of the Services constitutes your acceptance of such changes. PLEASE REGULARLY CHECK THE SERVICES TO VIEW THE CURRENT TERMS.

If you have any questions about these Terms or our Services, please contact us at legal@conductorone.com.

1. The Services

ConductorOne provides access control, permission management, and identity governance solutions that integrate with a company’s identity, software as a service, and on-premises systems to help automate their environments.

2. Access and Use of the Services

(a) Accounts. Accessing and using the Services requires registration and creation of an account (“Account”). In registering for an Account, you agree to (i) provide true, accurate, current and complete information as prompted by the Account registration page (“Registration Data”), and (ii) maintain and promptly update the Registration Data to keep it accurate, current and complete. You are entirely responsible for maintaining the confidentiality of your password. You may not use the Account, username, or password of someone else at any time. You agree to notify ConductorOne immediately of any unauthorized use of your account, user name, or password. You may be held liable for any losses incurred by ConductorOne due to someone else’s use of your Account or password. ConductorOne is not liable for any loss that you incur as a result of someone else accessing your Account or using your password, either with or without your knowledge.

(b) Access Rights. Subject to these Terms and any additional terms and policies referenced herein, ConductorOne hereby grants you a limited, non-exclusive, non-assignable, non-sublicensable, and non-transferable right, during the Term, to access and use the Services for your internal business purposes. Any violation of these Terms will, at ConductorOne’s discretion, immediately and automatically terminate the foregoing license without notice to you. You may not use the Services in any manner or for any purpose other than as expressly permitted by these Terms or in a separate mutually acceptable, duly executed, and delivered written agreement between you and ConductorOne that expressly supersedes the purposes set forth in these Terms. You will not, and will not permit any third party, to: (i) reverse engineer, decompile, disassemble, decode, decrypt, re-engineer, reverse assemble, reverse compile or otherwise translate, create, or attempt to recreate or replicate the methodology or the source code of or trade secrets in the Services or its structural framework (in whole or in part), or perform any process intended to determine the source code for or trade secrets in the Services; (ii) modify, correct, adapt, translate, enhance or create derivative works or improvements based upon any Services, or otherwise change any Services; (iii) circumvent or attempt to circumvent any technological protection measures intended to restrict access to or use of any portion of the Services or the functionality of the Services; (iv) use the Services for any purpose that is illegal in any way or that advocates illegal activity; (v) alter, remove or obscure any copyright or trademark notice in the Services; (vi) except as expressly permitted by these Terms, make available any portion of the Services through electronic mail or the Internet; (vii) voluntarily or involuntarily in any form or manner assign, sublicense, transfer, pledge, copy, loan, publish, rent, sell, lease, lend, license, distribute or share or otherwise provide direct, remote, or other access to the Services or any right under these Terms to or with any other person or entity, including providing outsourcing or on-line services to third parties; (viii) use the Services to develop a competing product or for any other purpose that is to ConductorOne’s commercial disadvantage; or (ix) access or use the Services in any manner, except as expressly provided in these Terms.

(c) Ownership. Except for the licenses granted herein, you acknowledge that you have no right, title or interest in or to the Services (or any portion thereof), including without limitation all rights in the patents, copyrights, trademarks, trade secrets and other intellectual property and proprietary rights therein. Notwithstanding any terms to the contrary in these Terms, ConductorOne/or its licensors own and reserve all right, title, and interest in and to all intellectual property rights embodied in or related to the Services. ConductorOne Inc. and our logos, our product or service names, our slogans and the look and feel of the Services are trademarks of ConductorOne and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned on the Services are the property of their respective owners. Reference to any products, services, processes or other information by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by us.

(d) License. You hereby grant ConductorOne a non-exclusive, irrevocable, worldwide, perpetual, royalty-free, sublicensable (through multiple tiers), and transferable license to download, aggregate, analyze, use, reproduce, distribute, display, and prepare derivative works of Customer Data (defined as any data and information submitted or accessed through the Services) in order to (i) provide you the Services, (ii) improve the Services and use for other internal business or research purposes, (iii) to research and publish industry data and trends, and generate industry insights, in each case, in an aggregated or anonymized manner, and (iv) as otherwise mutually agreed upon between the parties. ConductorOne reserves the right, but has no obligation, to monitor or review Customer Data at any time. Without limiting the foregoing, ConductorOne shall have the right to delete or disregard any portion of Customer Data that ConductorOne determines is inaccurate, inappropriate, violates applicable law or is otherwise inconsistent with ConductorOne’s policies and/or purposes. Unless otherwise specified, you waive all rights to claim that ConductorOne infringed on your proprietary rights, intellectual property rights, rights of privacy and publicity, moral rights, and rights of attribution in connection with your Customer Data. You represent and warrant that you have all necessary rights and licenses to grant us the foregoing license.

(e) Payment. Your access and use of the Services are contingent on your timely and full payment of the applicable fees. ConductorOne reserves the right to suspend or limit your access to portions of the Services should you fail to remit timely payment. You agree to pay all fees or charges to your Account in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable. You authorize ConductorOne to immediately invoice your Account and/or charge your payment instrument for all fees and charges due and payable to ConductorOne when due, and that no additional consent or notice is required. Any pre-paid fees are non-refundable. ConductorOne reserves the right at any time to change its prices and billing methods, either immediately upon posting through the Services or by email delivery to you.

(f) Taxes. ConductorOne’s fees are net of any applicable Sales Tax (as defined below). If any Services, or payment for any Services, under the Terms are subject to Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to ConductorOne, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority. “Sales Tax” means any sales or use tax, and any other tax measured by sales, proceeds, that ConductorOne is permitted to pass to its customers, that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax. You agree to make all payments of fees to ConductorOne and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on payments of fees to ConductorOne will be your sole responsibility, and you will provide ConductorOne official receipts issued by the appropriate taxing authority, or such other evidence as ConductorOne may reasonably request, to establish that such taxes have been paid.

3. Feedback

You may voluntarily submit or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials or other information about ConductorOne or our Services (collectively, “Feedback”). You understand that we may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including to develop, copy, publish, or improve the Feedback in ConductorOne’s sole discretion. You understand that ConductorOne may treat Feedback as nonconfidential. ConductorOne will have a perpetual, irrevocable, royalty free, exclusive, and transferable license to use such Feedback, without any obligation to compensate You, and that ConductorOne may develop technology, modifications, corrections, enhancements, derivatives or extensions (“Improvements”), and further may also develop branding elements, based on such Feedback, and such Improvements and branding elements, and any intellectual property rights therein, as well as any related intellectual property registrations, will be owned exclusively by ConductorOne. You agree to sign such further documents as may be required reasonably to confirm such ownership by ConductorOne.

4. Third-Party Services

We may provide information about third-party products, services, activities or events, or we may make third party services available on or through the Services (collectively, “Third-Party Services”). We provide Third-Party Services to those interested in such offerings. Your dealings or correspondence with third parties and your use of or interaction with any Third-Party Services are solely between you and the third party. ConductorOne does not control or endorse, and makes no representations or warranties regarding, any Third-Party Services, and your access to and use of such Third-Party Services is at your own risk.

5. Confidentiality

(a) Confidential Information. “Confidential Information” means any and all proprietary or confidential data and information disclosed by a party (the “Disclosing Party”) to the other party (the “Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. The obligations of the parties set forth in this Section do not apply to Confidential Information that (1) is or becomes publicly known through no act or omission of the Receiving Party, (2) was rightfully known by Receiving Party without confidential or proprietary restriction before receipt from the Disclosing Party, (3) becomes rightfully known to Receiving Party by a third party without confidential or proprietary restriction from the Disclosing Party, or (4) is independently developed by the Receiving Party without the use of or reference to the Confidential Information of the Disclosing Party.

(b) Nondisclosure and Nonuse. Each party (1) will maintain in confidence the Confidential Information of the other party, (2) will not use or grant the use of the Confidential Information of the other party except to the extent reasonably necessary in connection with such party’s activities as expressly authorized by these Terms, and (3) will not disclose the Confidential Information of the other party except on a need-to-know basis to such party’s affiliates and their respective directors, officers, employees, consultants, and advisors, to the extent such disclosure is reasonably necessary in connection with such party’s activities as expressly authorized by these Terms. To the extent that disclosure to any person is authorized by these Terms, prior to disclosure, a party will obtain written agreement (or legal or other fiduciary obligation) from such person to hold in confidence and not disclose, use or grant the use of the Confidential Information of the other party except as expressly permitted under these Terms. Each party will notify the other party promptly upon discovery of any unauthorized use or disclosure of the other party’s Confidential Information. Each party agrees that the terms and conditions of any Order entered into under these Terms will be treated as Confidential Information of both parties and will not be disclosed to any third party, provided, however, that each party may disclose the terms and conditions of such Order: (x) to such party’s legal counsel, accountants, banks, financing sources and their advisors; (y) in connection with the enforcement of these Terms or rights under these Terms; or (z) in connection with an actual or proposed equity investment, merger, acquisition or similar transaction.

(c) Permitted Disclosure. The confidentiality and non-disclosure obligations under this Section will not apply to the extent that a party is required to disclose information by applicable law, regulation, rule (including rule of a stock exchange or automated quotation system), or order of a governmental agency or a court of competent jurisdiction or legal process, including tax authorities (in each case as determined by the party’s legal counsel); provided, however, that the party will provide advanced written notice of such disclosure to the other party, consult with the other party with respect to such disclosure and provide the other party sufficient opportunity to object to any such disclosure or to request confidential treatment or a protective order (if applicable).

(d) Notice of Immunity Under the Defend Trade Secrets Act of 2016. Notwithstanding any other provision of these Terms, neither party shall be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that: (1) is made: (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (2) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If a party files a lawsuit alleging retaliation by the other party for reporting a suspected violation of law, such party may disclose the other party’s trade secrets to such party’s attorney and use the trade secret information in the court proceeding if such party: (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.

6. Disclaimers of Warranties

You acknowledge and agree that the disclaimers and limits set forth in these Terms reflect the reasonable and fair allocation of risk between you and ConductorOne and are an essential basis of this contract between you and ConductorOne. Your use of the Services and the information you obtain through the Services is at your own risk. NEITHER CONDUCTORONE, NOR ANY OF ITS DIRECTORS, AFFILIATES, VENDORS OR LICENSORS, MAKES ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, ABOUT THE QUALITY, ACCURACY, RELIABILITY, AVAILABILITY, COMPREHENSIVENESS, ADEQUACY, COMPLETENESS, SECURITY OR TIMELINESS OF THE SERVICES OR THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICES OR THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE MATERIALS WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. CONDUCTORONE AND ITS DIRECTORS, AFFILIATES, VENDORS AND LICENSORS SHALL HAVE NO LIABILITY FOR ANY ERRORS, MISTAKES, INACCURACIES OR OMISSIONS IN THE SERVICES, WHETHER PROVIDED BY CONDUCTORONE OR ITS DIRECTORS, AFFILIATES, VENDORS OR LICENSORS OR ANY OTHER PERSON OR ENTITY. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, CONDUCTORONE, FOR ITSELF AND ITS DIRECTORS, AFFILIATES, VENDORS AND LICENSORS, DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

7. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL CONDUCTORONE OR ITS DIRECTORS, AFFILIATES, VENDORS, LICENSORS, OR AGENTS BE LIABLE TO ANY PERSON OR ENTITY FOR ANY DAMAGES OF ANY KIND WHATSOEVER, ARISING OUT OF OR IN CONNECTION WITH (A) THESE TERMS; (B) THE USE, DISCLOSURE, DISPLAY, OR MAINTENANCE OF REGISTRATION INFORMATION OR FEEDBACK PROVIDED THROUGH THE SERVICES, INCLUDING ANY PERSONAL INFORMATION; (C) THE USE OR MISUSE OF THE SERVICES BY ANY PERSON OR ENTITY; OR (E) OTHERWISE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT CONDUCTORONE OR ANY OF ITS DIRECTORS, AFFILIATES, VENDORS, LICENSORS, OR AGENTS IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. AS USED IN THIS SECTION, “DAMAGES” MEANS DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE, RELIANCE, EXEMPLARY AND/OR SPECIAL DAMAGES, INCLUDING LOST PROFITS OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION. YOUR RIGHT TO ACCESS AND USE THE SERVICES IS CONDITIONED UPON YOUR ACCEPTANCE OF THESE TERMS, INCLUDING BUT NOT LIMITED TO ITS DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITY. YOU AGREE THAT YOUR EXCLUSIVE REMEDY SHALL BE TO IMMEDIATELY STOP USING THE SERVICES. YOU AGREE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION WILL SURVIVE ANY TERMINATION OR EXPIRATION OF THESE TERMS AND WILL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED HEREIN IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE. IN ANY CASE, NOTWITHSTANDING ANYTHING IN THESE TERMS OR ANY ORDER TO THE CONTRARY, THE AGGREGATE LIABILITY OF CONDUCTORONE OR ANY OF ITS LICENSORS, VENDORS, OR AGENTS WILL NOT EXCEED ONE HUNDRED DOLLARS ($100).

8. Indemnification

You will defend, indemnify, and hold harmless ConductorOne and its directors, affiliates, vendors, licensors, and any other users of the Services and their respective officers, directors, managers, employees, consultants, advisors, agents, and representatives (collectively, the “Indemnified Parties”), from any and all claims, liability, damages, losses, suits, expenses, and/or costs (including reasonable attorneys’ fees) (collectively, “Claims”) suffered by any Indemnified Party arising from or relating to (a) your access or use of the Services, (b) your violation of these Terms, (c) your violation of any applicable law or regulation, including violation of international, federal and state, and local antitrust statutes, rules or regulations, (d) your anti-competitive practices, or (e) your use of any Third Party Services. ConductorOne will endeavor to notify you promptly of any such Claim and will provide you with reasonable assistance, at your expense, in defending any such Claim.

9. Term and Termination

(a) Term. The term of these Terms commences on the date you accept these Terms and remains in full force and effect until you cease using the Services (the “Term”), unless terminated earlier by ConductorOne. ConductorOne reserves the right to terminate these Terms and to modify or to suspend or stop providing all or portions of our Services at any time its sole discretion. ConductorOne shall not be liable to you or any third party for termination of your Account, these Terms, or our Services.

(b) Effect of Termination. Upon termination of any Service and/or these Terms, your right to use such Services will automatically terminate immediately.

10. Transfer and Processing Data

In order for us to provide our Services, you agree that we may process, transfer and store information about you in the United States and other countries, where you may not have the same rights and protections as you do under local law.

11. Governing Law and Venue

These Terms and your use of the Services shall be construed in accordance with and governed by the laws of the United States and the state of California, without regard to their rules regarding conflicts of law. You irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts in San Francisco, California, USA for all disputes arising out of or related to these Terms, and you hereby submit to the personal jurisdiction of such courts. ConductorOne and you agree that the Uniform Computer Information Transaction Act (UCITA), or any version of UCITA adopted by any state, including California, will not govern or be used to interpret these Terms. The United Nations Convention on Contracts for the International Sale of Goods (UNCCISG) does not apply to these Terms.

12. Miscellaneous

These Terms constitute the entire agreement between ConductorOne and you regarding your access and use of the Services, and supersede any prior agreements between you and ConductorOne concerning these matters. If any of these Terms is found to be inconsistent with applicable law, void, or unenforceable for any reason, the remaining portions (and any partially-enforceable provisions) shall not be affected thereby and shall remain valid and enforceable to the maximum possible extent. ConductorOne’s failure to enforce any of these Terms will not be deemed a waiver of such term or any other terms herein or a consent to any subsequent breach of the same or another term. You may not assign or transfer your rights and obligations under these Terms without the prior written consent of ConductorOne. ConductorOne may assign or transfer its rights and obligations under these Terms at any time and without notifying you. Any of the Terms that are, by their nature, intended to survive termination shall survive termination, including without limitation SECTION 2 (Access and Use of the Services), SECTION 4 (Third-Party Services), SECTION 5 (Confidentiality), SECTION 6 (Disclaimers of Warranties), SECTION 7 (Limitation of Liability), SECTION 8 (Indemnification), and SECTION 11 (Governing Law and Venue) and Section 12 (Miscellaneous). Section titles are for convenience only and have no legal effect. The Indemnified Parties are third-party beneficiaries to these Terms.