Terms and Conditions

These Terms and Conditions, together with the attached SafeGuard Order Form (the “Order Form”), if any, and any related Schedules, policies or other documents referenced herein or in the Order Form constitute the entire agreement (this “Agreement”) between the customer set forth on the Order Form (“you” and “your”) and SafeGuard Privacy, Inc. (“SafeGuard”), collectively the parties (the “Parties”). Use of the software-as-a-service that consists of content, services and activities that SafeGuard provides to you as more particularly described in the Order Form, if any, (collectively, the “Services”) is subject to the terms of the Agreement.

  1. Definitions: The terms defined below have the meaning assigned. Other capitalized terms used in this Agreement have the terms defined in this Agreement.
    1. “Program Documentation” means the user manual as well as any other materials provided by SafeGuard as part of the Services.
    2. “Users” means those employees, consultants, contractors or agents authorized by you to use the Services on your behalf.
    3. “Your Data” refers to the data provided by you that resides in your Services environment.
  2. Rights Granted; Restrictions:
    1. Access Rights. During the term specified on the Order Form, if any, you have the nonexclusive, non-assignable, royalty free, worldwide right to access and use the Services solely for your business operations and subject to the terms of these Terms and Conditions and the limitations specified on the Order Form, if any. You may authorize Users to use the Services solely for your benefit, provided that: (i) your Users are aware of and comply with the Agreement; and (ii) you assume full responsibility for all acts and omissions of your Users in connection with the use of the Services. The rights of any User provided access to use the Services (e.g., on a “named user” basis) cannot be shared or used by more than one individual (unless such access rights are reassigned in their entirety to another authorized User, in which case the prior authorized user shall no longer have any right to access or use the Services). If there is no Order Form the term is terminable at will.
    2. Support Services: Support Services provided under this Agreement are specified in the SafeGuard Order Form, if any.
    3. Restrictions. In connection with your use of the Services you will not:
      1. remove or modify any program markings or any notice of SafeGuard’s or its licensors’ proprietary rights;
      2. make the Program Documentation or materials resulting from the Services available in any manner to any third party for use in the third party’s business operations (unless such access is expressly permitted for the specific program or materials to which you have been granted access and use);
      3. use or permit use of the Services, including by uploading, emailing, posting, publishing or otherwise transmitting any material, for any purpose that may (a) menace or harass any person or cause damage or injury to any person or property, (b) involve the publication of any material that is false, defamatory, harassing or obscene, (c) violate privacy rights or promote bigotry, racism, hatred or harm, (d) constitute unsolicited bulk e-mail, “junk mail”, “spam” or chain letters; (e) constitute an infringement of intellectual property or other proprietary rights, or (f) otherwise violate applicable laws, ordinances or regulations;
      4. copy, modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Services (the foregoing prohibition includes but is not limited to review of data structures or similar materials produced by programs), or access or use the Services in order to build or support, and/or assist a third party in building or supporting, products or services competitive to the Services;
      5. license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, permit timesharing or service bureau use, or otherwise commercially exploit or make the Services, Program Documentation or materials available to any third party other than, as expressly permitted under the terms of this Agreement.
    4. No Delivery. You acknowledge that SafeGuard has no delivery obligation and will not ship copies of the SafeGuard programs or the Program Documentation to you as part of the Services.
    5. Trial Use of the Services: You may order or be provided access to certain Beta Services for trial, non-production purposes subject to the terms and conditions of this Agreement. You are not required to use the Beta Services. If you choose to use them, you agree that (i) the Beta Services may be removed or modified at any time and are provided “AS IS;” (ii) the SafeGuard warranties set forth in this Agreement do not apply to Beta Services; and (iii) YOUR USE OF THE BETA SERVICES IS AT YOUR OWN RISK AND SAFEGUARD WILL HAVE NO LIABILITY ARISING OUT OF OR IN CONNECTION WITH BETA SERVICES. “Beta Services” means services or features identified as alpha, beta, preview, demo, early access, or evaluation, or words or phrases with similar meanings.
  3. Ownership:
    1. Retained Rights. You retain all ownership and intellectual property rights in and to Your Data. SafeGuard and its licensors retain all ownership and intellectual property rights in and to the Services and the Program Documentation. SafeGuard retains all ownership and intellectual property rights to anything developed and delivered by SafeGuard under this Agreement. Third party technology may be necessary for use with the Services or appropriate for additional features or benefits available through the Services, such as commercially available Internet browsers. If you elect to use third-party technology that provides additional features or benefits, your right to use such third-party technology will be governed by the terms of the third-party technology license agreement and not under this Agreement.
    2. Feedback. You acknowledge that Services and the terms of this Agreement constitute proprietary information and trade secrets, whether or not any portion thereof is or may be the subject of a valid copyright or patent. Any feedback or comments by you about the Services shall be the sole and exclusive property of SafeGuard. Nothing contained in this section is intended or shall for any purpose be deemed to prohibit communications to third parties of your own conclusions that may be based in whole or in part on information obtained through the Service.
  4. Warranties, Disclaimers and Exclusive Remedies:
    1. Generally. SafeGuard warrants that the Services will perform in all material respects in accordance with the terms hereof, the Program Documentation and the published specifications therefor. If the Services do not perform as warranted, you must promptly provide written notice to SafeGuard and SafeGuard will modify the Services to conform to foregoing warranties. If SafeGuard is not able to provide such modification in a reasonable time period (not to exceed 30 days) and on commercially reasonable terms, either party may terminate the affected Order Form(s) and SafeGuard shall refund the unearned portion of the prepaid subscription fees under the relevant Order Form(s). For purposes of clarity, the unearned portion of prepaid subscription fees is the pro-rated amount of prepaid fees calculated from the date of termination to the end of the Term.
    2. Availability. SafeGuard warrants that the Service will be available a minimum of 99% of the time each month during the term of the applicable Order Form (the “Availability Commitment”) excluding Excused Downtime. “Excused Downtime” means time that the Service is not available because of (a) scheduled maintenance for which at least 24 hours advance notice is given, (b) outages caused by misuse of the Service by you, or (c) events contemplated by Section 10.12. If the Availability Commitment is not met in any month SafeGuard will issue a credit calculated at one percent (1%) of the net monthly fees (for the purpose of clarity 1% of the annual fee divided by 12) paid for the Services for the month in which the Availability Commitment was not met and the remittance of such credit will represent your exclusive remedy and SafeGuard’s sole liability for any failure to meet the Availability Commitment.
    3. Disclaimer. SAFEGUARD DOES NOT GUARANTEE THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT SAFEGUARD WILL CORRECT ALL SERVICES ERRORS. YOU ACKNOWLEDGE THAT SAFEGUARD DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. SAFEGUARD IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. TO THE EXTENT NOT PROHIBITED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS INCLUDING FOR HARDWARE, SYSTEMS, NETWORKS OR ENVIRONMENTS OR FOR MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE.
  5. Indemnification:
    1. Infringement. If a third party makes a claim against either you or SafeGuard (“Recipient” which may refer to you or SafeGuard), that any information, design, specification, instruction, software, service, data, or material (“Material”) furnished by either you or SafeGuard (“Provider” which may refer to you or SafeGuard), and used by the Recipient infringes such third party’s intellectual property rights, the Provider, at its sole cost and expense, will defend the Recipient against the claim and indemnify the Recipient from the damages, liabilities, costs and expenses awarded by the court to the third party claiming infringement or the settlement agreed to by the Provider, if the Recipient does the following:
      1. notifies the Provider promptly in writing, not later than thirty (30) days after the Recipient receives notice of the claim (or sooner if required by applicable law);
      2. gives the Provider sole control of the defense and any settlement negotiations; and
      3. gives the Provider the information, authority, and assistance the Provider reasonably requests, at the Provider’s expense, to defend against or settle the claim;

      provided that a failure in respect of any of the above shall relieve the Provider of its obligations hereunder only to the extent of any actual prejudice attributable to that failure.

    2. Remedies. If the Provider believes or it is determined that any of the Material may have violated a third-party’s intellectual property rights, the Provider may choose to either modify the Material to be non-infringing (while substantially preserving its utility or functionality) or obtain a license to allow for continued use. If (i) if either of the foregoing alternatives are not available to SafeGuard on commercially reasonable terms, or (ii) such return materially affects SafeGuard’s ability to meet its obligations under the relevant Order Form, then SafeGuard may, at its option and upon thirty (30) days prior written notice, terminate the Order Form and provide a refund of the unearned prepaid fees.
    3. Exceptions. The Provider will not indemnify the Recipient if the Recipient alters the Material or uses it in breach of this Agreement or if the Recipient uses a version of the Materials which has been superseded, if and to the extent the infringement claim could have been avoided by using an unaltered current version of the Material which was provided to the Recipient with no loss of utility or functionality and at no expense to the Recipient. The Provider will not indemnify the Recipient (a) to the extent that an infringement claim is based upon (i) any information, design, specification, instruction, software, data, or material not furnished by the Provider, or (ii) any Material from a third-party portal or other external source that is accessible to you within or from the service (e.g., a third-party Web page accessed via a hyperlink); or (b) to the extent that an infringement claim is based upon the combination of any Material with any products or Services not provided by Provider. This section provides the Parties’ exclusive remedy for any infringement claims or damages.
  6. Termination; Suspension:
    1. Term. The Services shall be provided for the period defined in the Order Form unless earlier terminated in accordance with this Agreement. The term of the Services begins on the Service Start Date and concludes on the Service End Date as stated on the Order Form, defined as the “Term.” At the end of the Term, all rights to access or use the Services shall end. If there is no Order Form the term is terminable at will. Renewals are subject to the mutual agreement of the parties.
    2. Termination. If either of the Parties breaches a material term of this Agreement and fails to correct the breach within thirty (30) days of written specification of the breach, then the breaching party is in default and the non-breaching party may terminate this Agreement. If SafeGuard terminates this Agreement as specified in the preceding sentence, you must pay within thirty (30) days all amounts which have accrued prior to such termination, as well as all sums remaining unpaid for the Services ordered under this Agreement plus related taxes and (if and as permitted by the SafeGuard Order Form, if any) expenses. If you terminate this Agreement, as specified in the first sentence of this paragraph, SafeGuard shall refund within thirty (30) days the unearned portion of the prepaid subscription fees. For purposes of clarity, the unearned portion of prepaid subscription fees is the pro-rated amount of prepaid fees calculated from the date of termination to the end of the Term. If SafeGuard ends the Services under the Indemnification section, you must pay within thirty (30) days all amounts remaining unpaid for Services plus related taxes and expenses. The non-breaching party may agree in its sole discretion to extend the thirty (30) day period for so long as the breaching party continues reasonable efforts to cure the breach.
    3. Suspension. SafeGuard reserves the right to suspend access to the Services if (a) you have undisputed amounts more than 10 days past due; (b) SafeGuard reasonably determines that you or any Users on your account are in breach of this Agreement; or (c) SafeGuard reasonably determines that you or any Users are using the Services in a way that creates a security vulnerability, may disrupt others’ use of the Services, or have misappropriated or infringed SafeGuard’s or another third-party’s intellectual property or proprietary rights. SafeGuard will only suspend access to the extent, and for the duration, necessary to address the violation and will promptly restore access once the issue has been resolved. SafeGuard will not suspend access if you are (reasonably and in good faith) disputing a charge and cooperating in resolving the dispute. You acknowledge and agree that if SafeGuard disables access to your account, you may be prevented from accessing the Services, your account details, Your Data (as defined below) or any other files contained in your account.
    4. Data Return. At your request, and for a period of up to thirty (30) days after termination, SafeGuard may permit you to access the Services solely to the extent necessary for you to retrieve a file of your data then in the Services environment. Upon request, SafeGuard will provide or make available such data file in an industry-standard, readily consumable format. You agree and acknowledge that SafeGuard has no obligation to retain your data and that your data may be irretrievably deleted after such sixty (60) days following the termination of this Agreement.
    5. Survival. Provisions that survive termination or expiration of this Agreement are those relating to limitation of liability, infringement indemnity, payment, and others which by their nature are intended to survive.
  7. Fees and Taxes:
    1. Fees. You agree to pay for all Services ordered as set forth in the Order Form, if any. All fees due under this Agreement are non-cancelable and the sums paid are nonrefundable except as otherwise set forth in this Agreement. You agree to pay any sales, value-added or other similar taxes imposed by applicable law that SafeGuard must pay based on the Services you ordered, except for taxes based on SafeGuard’s income, property or employees. You will reimburse SafeGuard, if and to the extent provided in the Order Form for reasonable expenses related to providing any on-site portion of the Services. Fees for Services listed in the Order Form are exclusive of taxes and expenses.
    2. Payment Terms. All amounts invoiced hereunder are due and payable within thirty (30) days of the date of the invoice (or, if received more than three (3) business days after its date, the date of receipt). Services activation will commence upon full payment of all agreed upon and listed fees in the Order Form. If any undisputed amount owed hereunder is more than thirty (30) days past due, and SafeGuard promptly provided written notice of the amount past due, SafeGuard may impose a late payment fee not exceeding the lesser of 1% per month and the maximum amount permitted by law on the undisputed amount past due.
  8. Security; Nondisclosure:
    1. Security. In performing the Services, SafeGuard will comply with the Services Privacy Policy, which is available at https://www.safeguardprivacy.com/termspopup/privacy-policy/ and incorporated herein by reference. The Services Privacy Policy is subject to change at SafeGuard’s discretion on notice to you; however, SafeGuard policy changes will not result in a material reduction in the level of protection provided for your data during the period for which fees for the Services have been paid.
    2. Confidential Information. By virtue of this Agreement, the Parties may have access to information that is confidential to one another (“Confidential Information”). The Parties each agree to disclose only information that is required for the performance of this Agreement. Confidential Information shall be limited to the terms and pricing under this Agreement, Your Data, and all information clearly identified as confidential at the time of disclosure or which ought reasonably to be recognized as such by virtue of its nature or the manner of its disclosure.
    3. Exceptions. Confidential Information does not include information that: (a) is or becomes a part of the public domain through no act or omission of the other party; (b) to the knowledge of the other party, was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (c) is lawfully (to the knowledge of the other party) disclosed to the other party by a third party without restriction on the disclosure; or (d) is independently developed by the other party without the use of or reliance on confidential information of the party. Nothing shall prevent either party from disclosing the terms or pricing or other Confidential Information under this Agreement in any legal proceeding arising from or in connection with this Agreement or from disclosing the Confidential Information to a governmental entity as required by law; provided, however, the receiving party provides the disclosing party with prompt notice of such request or requirement and the receiving party will use reasonable efforts to ensure that all Confidential Information so disclosed is treated confidentially.
    4. Survival. The Parties each agree to (i) hold each other’s Confidential Information in confidence for a period of three years from the date of disclosure and not to use the other party’s Confidential Information for any purpose other than the provision or use of the Services as contemplated by this Agreement; and (ii) disclose Confidential Information only to those employees or agents who have a need to know for purposes of this Agreement and are required to protect it against unauthorized disclosure in a manner no less protective than under this Agreement.
    5. Tools. SafeGuard may use tools, scripts, software, and utilities (collectively, “Tools”) to monitor and administer the Services and to help resolve your SafeGuard service requests. The Tools will not collect, report or store any of Your Data except as necessary to troubleshoot service requests or other problems in the service. Data collected by the tools (excluding production data) may also be used to assist in managing SafeGuard’s product and service portfolio and for access management, but only if such data is an aggregated form and anonymized such that it cannot be attributed to you, your websites or other digital properties or the users of any thereof.
    6. Aggregated Data. SafeGuard may compile statistical information related to the performance of the Services, and may make such information publicly available, provided that such information does not identify you, your Users or your Confidential Information and is otherwise in an aggregate form and anonymized such that it cannot be attributed to you, your Users, your websites or your other digital properties. SafeGuard retains all intellectual property rights in such information, in such an aggregated and anonymized form, provided nothing contained herein is intended or shall be deemed to shall in any way your exclusive rights, including without limitation the rights to use, restrict or transfer, in the underlying information.
  9. Limitation of Liability:
    1. NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE OR PROFITS (EXCLUDING FEES UNDER THIS AGREEMENT), DATA, OR DATA USE WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    2. SAFEGUARD’S MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL IN NO EVENT EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNTS ACTUALLY PAID OR PAYABLE TO SAFEGUARD FOR THE SERVICES UNDER THE ORDER FORM THAT IS THE SUBJECT OF THE CLAIM IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. ANY DAMAGE IN YOUR FAVOR AGAINST SAFEGUARD SHALL BE REDUCED BY ANY REFUND OR CREDIT RECEIVED BY YOU UNDER THIS AGREEMENT AND ANY SUCH REFUND AND CREDIT SHALL APPLY TOWARDS THE LIMITATION OF LIABILITY.
    3. THE LIMITATIONS CONTAINED HEREIN DO NOT APPLY TO INDEMNIFICATION OR CONFIDENTIALITY OR PAYMENT OBLIGATIONS.
  10. General Provisions:
    1. Entire Agreement: You agree that this Agreement (including the information which is incorporated into this Agreement by written reference (including reference to information contained in a URL or referenced policy and Order Form, if any), is the complete agreement with respect to the Services, and that this Agreement supersedes all prior or contemporaneous agreements or representations, written or oral, regarding such Services. Additional terms or changes to these Terms and Conditions may be set forth in the Order Form. In the event of any conflict between the Order Form and these Terms and Conditions, the terms in the Order Form shall prevail.
    2. Severability. If any term of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain effective and such term shall be replaced with a term consistent with the purpose and intent of this Agreement, provided neither party is deprived thereby of the fundamental benefit of its bargain. It is expressly agreed that the terms of this Agreement, shall supersede the terms in any purchase order or other non-SafeGuard document and no terms included in any such purchase order or other non-SafeGuard document shall apply to the Services ordered.
    3. Modification. This Agreement may not be modified and the rights and restrictions may not be altered or waived except in a writing signed by authorized representatives of you and of SafeGuard. SafeGuard may, either partially or in its entirety modify, adapt or change the Services, or any of its features, user interface and design, the extent and availability of the content of the Services and any other aspect related thereto, through updates and upgrades, provided that SafeGuard will not materially decrease the overall functionality of the Services during the term of any then current Order Form. SafeGuard will notify you at the same time and in the same manner as SafeGuard notifies its customers generally about substantial changes in the Services.
    4. Export. Export laws and regulations of the United States and any other relevant local export laws and regulations apply to the Services. You agree that such export control laws govern your use of the Services (including technical data), and you agree to comply with all such export laws and regulations (including “deemed export” and “deemed re-export” regulations). You agree that no data, information, software programs and/or materials resulting from Services (or direct product thereof) will be exported, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws including, without limitation, nuclear, chemical, or biological weapons proliferation, or development of missile technology.
    5. Independent Contractors. SafeGuard is an independent contractor and the Parties agree that no partnership, joint venture, or agency relationship exists between us. We each will be responsible for providing benefits to and paying our own employees, including employment related taxes and insurance.
    6. Third Party Consents. You shall obtain at your sole expense any rights and consents from third parties necessary for SafeGuard and its subcontractors to perform the Services under this Agreement. You agree to provide any notices and obtain any consents related to your use of the Services and SafeGuard’s provision of the Services related to the collection, use, processing, transfer and disclosure of personal information. You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and ownership of all of your data provided to SafeGuard and acknowledge that SafeGuard is not responsible for any mistake, error or other fault to the extent due to or made in reliance on inaccurate or otherwise faulty data.
    7. Governing Law. This Agreement is governed by the substantive and procedural laws of New York, without regard for its choice of law principles. Any legal proceedings to interpret or enforce this Agreement shall be conducted exclusively in the state and federal courts sitting in New York County, New York, and each of you and SafeGuard hereby irrevocably submit to the personal jurisdiction of such courts for such purposes and waive any objection to venue therein of otherwise in the nature of inconvenient forum. Except for actions for indemnification, nonpayment or breach of proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than two years after the cause of action has accrued.
    8. Notices. All notices, consents, and other communications required or permitted hereunder shall be (a) in writing, (b) addressed to the Parties at the addresses set forth in the Order Form, if any, or to the primary contact provided by You as identified in the Services environment (or as otherwise specified by a party in a notice given in accordance with this Section), (c) delivered by overnight courier, certified mail, or, subject to the remainder of this Section, email, (d) by email by Safeguard where email is its only contact information from the party and (e) deemed to have been delivered upon receipt. Email may be used for the convenience of the Parties for day-to-day communications, but email shall not constitute notice, other than in (d), unless notice is also provided via another method set forth in this Section.
    9. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (including all Order Forms), without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this Agreement upon written notice. Subject to the foregoing, this Agreement will bind and inure to the benefit of the Parties, their respective successors and permitted assigns.
    10. Audit Rights. SafeGuard may audit your use of the Services solely for purposes of confirming compliance with the terms of this Agreement. You agree to cooperate with SafeGuard’s audit and provide, at SafeGuard’s request and expense, reasonable assistance and access to information. Any such audit shall not unreasonably interfere with your normal business operations. You agree to pay within thirty (30) days of written notification any fees applicable to your use of the Services in excess of your rights. You agree that SafeGuard shall not be responsible for any of your costs incurred in cooperating with the audit.
    11. UCITA. The Uniform Computer Information Transactions Act does not apply to this Agreement or orders placed under it.
    12. Force Majeure: Neither of us shall be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other license); other event outside the reasonable control of the obligated party. The party adversely affected by such an event will (i) give the other party prompt notice of the event, including a description with reasonable specificity of the nature of the event and the impact of the event upon the party’s ability to perform; and (ii) periodic updates on efforts (if any) to remediate the event;. If the event continues for more than thirty (30) days, either of us may cancel unperformed Services upon written notice to the other party and, in the case of termination by you on account of an event adversely affecting SafeGuard, receive a prompt (and in any even within ten (10) days) refund of the unearned portion of the prepaid subscription fees under the relevant Order Form(s). For purposes of clarity, the unearned portion of prepaid subscription fees is the pro-rated amount of prepaid fees calculated from the date of termination to the end of the Term. This section does not excuse either party’s obligation to take reasonable steps to follow its normal disaster recovery procedures or your obligation to pay for the Services on account of an event adversely affecting you.
    13. Third Party Web Sites, Content, Products and Services. The Services may enable you to add links to web sites and content, products and services provided by third parties. SafeGuard is not responsible for any third-party web sites or third party content provided on or through the Services and you bear all risks associated with the access to and use of such web sites and third party content, products and Services.
    14. Customer Reference. You agree that SafeGuard may, during the Services term, (i) identify you as a recipient of Services, specifically including listing You as a participant in SafeGuard’s Vendor Compliance Hub, (ii) use your company name and logo in sales presentations, marketing materials and press releases, and (iii) develop a brief customer profile for use by SafeGuard for promotional purposes.
    15. Legal Advice. The Services are not intended to and do not constitute legal advice and no attorney-client relationship is formed between you and SafeGuard, nor is anything submitted to the Service treated as confidential, except as provided herein. The Services and information provided is not a substitute for legal or other professional advice. The accuracy, completeness, adequacy or currency of the content is not warranted or guaranteed. Your use of content on the Service or materials linked from the Service is at your own risk.
    16. Business Partners. You understand that SafeGuard’s business partners, including any third-party firms retained by you to provide computer consulting Services, are independent of SafeGuard and are not SafeGuard’s agents. SafeGuard is not liable for nor bound by any acts of any such business partner, unless the business partner is providing Services as a SafeGuard subcontractor on an engagement ordered under this Agreement, and nothing contained herein is intended to or shall for any purpose lessen or otherwise alter SafeGuard’s obligations under this Agreement.
  11. Platform Host Services: If you purchased the SafeGuard Vendor Compliance Hub Software as a Service (the “VCH Platform”), then the following additional terms and conditions apply:
    1. Disclosure to Vendor Participant. You (in the capacity of “Platform Host”) agree that SafeGuard may share your contact details with the vendor(s) designated by Platform Host (each, a “Vendor Participant”) without restriction. Platform Host acknowledges that each Vendor Participant is required to agree to these Terms and Conditions.
    2. Limitation of Use. Platform Host agrees to use such information provided by each Vendor Participant solely to (i) determine whether to engage and/or retain each Vendor Participant in a business relationship, (ii) to assess Vendor Participant’s privacy compliance with applicable privacy laws and/or industry standards; and (iii) and to demonstrate its own compliance to the applicable regulators and auditors, and for no other purposes.
    3. Limitation of Liability. SafeGuard is not responsible for any business decision made by Platform Host based upon Vendor Participant Data (as defined below) or for the disclosure to or the use of such information by Platform Host.
    4. Support. As a Platform Host you will receive related onboarding and technical support with respect to use of the VCH Platform.
  12. Vendor Participant: If you are a Vendor Participant, the following additional terms and conditions apply:
    1. Use. Your use of the VCH Platform as a Vendor Participant is limited to the assessments made available to you in the Services environment (the “Assessments”). You have no right to use or allow any third party to access or use the VCH Platform or any Assessment for any other purposes without obtaining a subscription to do so from SafeGuard. Vendor Participant has a nonexclusive, non-assignable, royalty free, worldwide limited right to access and use the VCH Platform solely for the purpose of completing the Assessments for the benefit of the Platform Host(s) subject to the terms of this Agreement.
    2. Platform Host Access. Vendor Participant hereby grants to each designated Platform Host (as approved by Vendor Participant) the right to view, copy, retain, analyze, distribute and use the assessments and reports provided in the VCH Platform by Vendor Participant (the “Vendor Participant Data”) in connection with each Platform Host’s compliance program and authorizes SafeGuard to provide to the designated Platform Host(s) unrestricted read-only and audit access to Vendor Participant Data. Vendor Participant hereby grants each Platform Host the right to audit the Vendor Participant Data. Vendor Participant acknowledges that any Platform Host may also provide Vendor Participant with comments on the Vendor Participant Data. In the event the Platform Host is required to demonstrate to an auditor or regulator its compliance with applicable privacy law, Vendor Participant agrees that the Platform Host may produce copies of Vendor Participant Data and the work product and/or results of any audit by or on behalf of the Platform Host solely for such purpose.
    3. Vendor Participant Data. Vendor Participant acknowledges and agrees that the Vendor Participant Data is true and complete when provided and will be updated at least annually and more frequently as necessary to maintain the accuracy of the Vendor Participant Data.
  13. Auditor/Self-Regulatory Body Access:
    1. Authorized Access. You acknowledge that by directing SafeGuard to provide access to an auditor or a self-regulatory body designated by you to audit or review Your Data in the Services, you authorize Safeguard to provide the designated auditor or self-regulatory body audit access, which is read-only access, to Your Data in the selected assessment. The auditor or self-regulatory body has the ability to send comments and questions to you for response as a part of the audit or review process.
    2. Access Period. Once your designated auditor concludes an audit by clicking the “Finish Audit” button in their audit view of the selected assessment, their audit access to your assessment will terminate. Where your company engages with a self-regulatory body, and under the terms of your agreement with that body, you agree to provide them ongoing access at all times during your engagement, the self-regulatory body’s access will be ongoing until you notify SafeGuard to terminate the access of the self-regulatory body.
    3. Limitation of Liability. Any contractual relationship for an audit or review is between you and the auditor or self-regulatory body you engage. SafeGuard shall not be liable for any indirect, incidental, special, punitive, or consequential damages, or any loss of revenue or profits, data or data use whether an action is in contract or tort regardless of the theory of liability as a result of providing audit access to an auditor or self-regulatory body at your direction.
  14. Privacy Assist Service:
    1. Service Description. Privacy Assist is a feature in the Services that uses artificial intelligence software to suggest responses to the assessments and questionnaires in the Services that you may wish to complete. PRIVACY ASSIST IS A BETA SERVICE UNTIL SAFEGUARD NOTIFIES YOU OTHERWISE OR MARKS PRIVACY ASSIST GENERALLY AVAILABLE TO ITS CUSTOMERS FOR PRODUCTION USE.
    2. Usage Terms. If you choose to use Privacy Assist, then you acknowledge that it uses artificial intelligence enabled features (“AI Features”) that require SafeGuard to integrate its Services with third party generative artificial intelligence services (currently Microsoft’s Azure AI Services), that are subject to their own terms and conditions as further specified in Section 14.3 and which you must accept as a condition to accessing and using the Privacy Assist. SafeGuard is not responsible for any “input” that Customer enters into the AI Features, or “output” generated from such AI Features. You are solely responsible for determining which information to input into the Privacy Assist, including your confidential or proprietary information; however, you shall not input any sensitive personal information, sensitive data or special categories of data (as such terms are defined in applicable data protection laws) into Privacy Assist. You further agree that any outputs generated by Privacy Assist may not be relied upon, may not generate accurate information, and that SafeGuard does not provide any warranties or guarantees as to the accuracy of any results, suggestions (including suggested answers to assessment questions) or information provided by Privacy Assist. You shall apply, and are responsible for applying, human review of such outputs to verify their accuracy and suitability for your purposes.
    3. Third Party Terms.
  1. You accept and, where applicable to your and your Users use of Privacy Assist, agree to comply with the terms and conditions governing use of Microsoft’s Azure AI Services (including any replacement third party services identified in a notice to Customer, the “Third-Party AI Terms”), including without limitation:
  2. Microsoft’s Product Terms for Online Services state: (i) output content from Microsoft Generative AI Services is Customer Data (as “Customer Data” is defined in Microsoft’s terms) and Microsoft does not own Customer’s output content; and (ii) Microsoft will not use Customer Data to train any generative AI foundation model, except pursuant to SafeGuard’s documented instructions. SafeGuard has not authorized Microsoft to use Your Data (as defined in the parties’ Agreement and including any alternative terms of similar meaning in the Agreement) to train any generative AI foundation model and will not authorize Microsoft to do so.
  3. Notwithstanding anything to the contrary in the Third-Party AI Terms, (i) SafeGuard, not you, is responsible for payment of such third-party’s fees, and (ii) Privacy Assist does not include such third party’s support services or SLAs, which under SafeGuard’s license may be accessed and used only by SafeGuard.
  4. SafeGuard licenses the Azure OpenAI Services to enable the AI Features of Privacy Assist, and thus both you and SafeGuard are subject to the Third-Party AI Terms; therefore, if you desire any changes to the Third-Party AI Terms, you are solely responsible for obtaining them from the applicable third-party.

Updated September 2, 2025