CEQUENCE SaaS END USER LICENSE AGREEMENT

Last updated July 15, 2025

THIS EARLY ACCESS SOFTWARE-AS-A-SERVICE AGREEMENT GOVERNS YOUR USE OF CEQUENCE’S AI GATEWAY TOOL. CEQUENCE IS GRANTING YOU EARLY ACCESS ON THIS NO-COST LICENSE ACCORDING TO THE TERMS OF THIS AGREEMENT. BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE, USING THE AI GATEWAY OR EXECUTING THIS AGREEMENT YOU AGREE TO THE TERMS OF THIS AGREEMENT, INCLUDING ALL TERMS INCORPORATED BY REFERENCE. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

TO THE EXTENT YOU ARE CURRENTLY A CUSTOMER OF OTHER CEQUENCE PRODUCTS, YOUR RIGHTS WITH RESPECT TO THE AI GATEWAY EARLY ACCESS ARE LIMITED BY THIS AGREEMENT AND IN THE EVENT OF ANY CONFLICT WITH ANOTHER AGREEMENT, THE TERMS OF THIS AGREEMENT WILL PREVAIL.

You may not access the AI Gateway or request information from our AI Gateway if you are a direct competitor of Cequence, except with our prior written consent. In addition, you may not access the AI Gateway for purposes of monitoring their availability, performance, or functionality, or for any other competitive purposes.

This Agreement is effective between you and Cequence as of the earlier of: (a) the date you accept this Agreement or (b) the date you first access or otherwise use the AI Gateway.

GENERAL TERMS

Personal Information You Provide

1. DEFINITIONS

1.1. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity.
1.2. “Agreement” means this AI Gateway Early Access SaaS Agreement
1.3. “AI Gateway” means the Cequence AI Gateway which converts APIs into an MCP-compatible endpoints, enabling agentic AI access to internal, external, or SaaS applications.
1.4. “API” means an application programming interface.
1.5. “Applicable Data Privacy Laws” means the data privacy and security laws of the relevant jurisdiction, including but not limited to the European Union’s General Data Protection Regulation 2016/679 (“GDPR”) and the California Consumer Privacy Act (“CCPA”).
1.6. “Basic Support” means, with respect to the API Gateway, (i) access to online help within the AI Gateway software, (ii) access to knowledgebase articles within Cequence’s support portal for AI Gateway, and (iii) access to assistance from Cequence’s customer success team through one or more support tickets that Customer may create within Cequence’s support portal. For the avoidance of doubt, Cequence does not guarantee support ticket response or resolution times as part of Basic Support and does not commit to provide Basic Support in connection with free trials.
1.7. “Cequence,” “we,” or “us” means Cequence Security, Inc.
1.8 “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
1.9. “Customer,” “you” or “your” means the company, organization, or other legal entity that is entering into this Agreement with Cequence.
1.10. “Customer API Reports” means the reports, analyses, and other output generated by AI Gateway through examination and analysis of your Customer External APIs.
1.11. “Customer External APIs” means, collectively, the APIs that Customer exposes to the public internet as part of its public-facing websites, web applications, or otherwise.
1.12. “Customer API Data” means the electronic data and information submitted by or for Customer to AI Gateway or collected and processed by or for Customer as a result of your use of AI Gateway.
1.13. “Documentation” means the documentation and AI Gateway feature descriptions, whether online or otherwise and as updated from time to time, as provided by Cequence.
1.14. “Disruption Event” means either: (a) a User’s use of AI Gateway which could disrupt: (i) AI Gateway; (ii) other customers’ use of AI Gateway; or (iii) any Cequence or third-party hosting infrastructure used to provide AI Gateway; or (b) unauthorized third-party access to AI Gateway.
1.15. “Early Access Services” means the AI Gateway and any other features, technologies, and services that are not generally available to customers, as updated from time to time.
1.16. “Generic Reports” means reports that may include Customer API Data and information contained in Customer API Reports in an anonymous, generic, de-identified format aggregated with similar data from other Cequence AI Gateway customers.
1.17. “Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs, and trojan horses.
1.18. “Personal Information” means information relating to an identified or identifiable natural person.
1.19. “Privacy Policy” means Cequence’s Privacy Policy, as updated from time-to-time, located at: https://www.cequence.ai/privacy/ or such other URL as Cequence may provide from time to time.
1.20. “Subscription Term” means the period of time during which Users are permitted to use the Early Access Services hereunder, from the effective date of this Agreement until its termination.
1.21. “Suspend” or “Suspension” means the immediate disabling of access to the Services, or components of the Services, as applicable, to prevent further use of the Services.
1.22. “User” means an individual who is authorized by Customer to use one or more AI Gateway and to whom Customer (or Cequence at your request) has supplied a user identification and password. Users may include, for example, your employees, consultants, contractors, and agents.

2. EARLY ACCESS PROGRAM FOR AI GATEWAY. The Parties have agreed that Cequence will provide Early Access Services to the AI Gateway free of charge until the earlier of (a) the termination of this Agreement by either Party (b) the introduction of a paid version of the AI Gateway. CUSTOMER API DATA ON CEQUENCE SYSTEMS OR IN OUR POSSESSION OR CONTROL AND ANY CUSTOMER API REPORTS GENERATED BY THE AI GATEWAY DURING YOUR FREE TRIAL MAY BE PERMANENTLY LOST OR DELETED AT THE END OF THE FREE TRIAL PERIOD UNLESS CUSTOMER PURCHASES A PAID VERSION OF THE AI GATEWAY, IF SUCH PAID VERSION IS AVAILABLE. IN THE EVENT A PAID VERSION IS NOT AVAILABLE, SUCH DATA MAY BE LOST PERMANENTLY. CEQUENCE WILL HAVE NO LIABILITY FOR ANY HARM OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH A FREE TRIAL. NOTWITHSTANDING SECTION 8 (REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES, AND DISCLAIMERS), DURING THE FREE TRIAL AI GATEWAY IS PROVIDED “AS-IS” WITHOUT ANY WARRANTY. Please review the Documentation during the trial period so that you become familiar with the features and functions of AI Gateway before accepting this Agreement.

3. CEQUENCE RESPONSIBILITIES

3.1. Provision of Early Access Services. Cequence will (a) make the Early Access Services available to Customer pursuant to this Agreement and (b) use commercially reasonable efforts to provide Basic Support for the Early Access Services to Customer at no additional charge. Notwithstanding the foregoing, the Early Access Services may not be available due to: (i) planned downtime (of which Cequence shall give advanced electronic notice through the Services or otherwise and which Cequence shall schedule to the extent practicable during the weekend hours), and (ii) circumstances beyond our reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, pandemic, epidemic, quarantine restriction, strike or other labor problem, Internet service provider failure or delay, the failure or delay of software applications and services not provided by Cequence, or for denial of service attack. Cequence reserves the right to make changes to the Early Access Services at any time and from time to time and may, during the term of this Agreement, alter the functionality of the Early Access Services during the term of this Agreement. Customer’s sole and exclusive remedies for any failure to perform Customer’s sole and exclusive remedy for any alleged failure by Cequence to provide Basic Support for the Early Access Services with commercially reasonable skill, care and diligence shall be re-performance of the applicable Basic Support.
3.2. Protection of Customer API Data and Customer API Reports. Cequence will maintain industry-standard administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of the Early Access Services and the Customer API Data and Customer API Reports. Those safeguards will include, but will not be limited to, safeguards to ensure the security of the information technology systems used to provide AI Gateway, maintaining and testing (at least annually) an incident management program, and measures for preventing inappropriate access, use, modification or disclosure of Customer API Data or Customer API Reports by Cequence personnel. Cequence will promptly inform Customer following discovery of any breach of security, confidentiality, and/or integrity of AI Gateway, Customer API Data, Customer API Reports affecting Customer.

4. USE OF SERVICES

4.1. Customer Responsibilities. Customer will (a) be responsible for Users’ compliance with this Agreement and for all activities that occur through Users’ use of the Early Access Services, (b) be responsible for the accuracy, quality and legality of Customer API Data, including any obtaining all required consents or rights required to use Customer API Data, (and c) to prevent unauthorized access to or use of the Early Access Services (including not sharing any User passwords), and notify Cequence promptly of any such unauthorized access or use.
4.2 Feedback. In partial consideration for the Early Access Services agree to provide ongoing recommendations, suggestions, ideas, derivations, enhancement requests or other feedback concerning the operational and functional capabilities of the Early Access Service (“EAS Feedback”). You agree to assign to Cequence all right, title, and interest in and to any EAS Feedback. You agree that Cequence is free to make unrestricted use, copy, modify, sell, distribute, sub-license, and create derivative works of the EAS Feedback without any necessity of payment or attribution to You. EAS Feedback will not be considered Your Confidential Information.
4.3 General Usage Restrictions. Customer will not (a) will not use the Early Access Services in any production or commercial environment , (b) use any Early Access Services to crawl or analyze any API, website, web domain, or web application that is not owned and controlled by Customer, (c) make any Early Access Services available to, or use any AI Gateway for the benefit of, anyone other than Customer or Users, including any part, feature, function or output of the Early Access Services, (d) sell, resell, license, sublicense, distribute, rent or lease the Early Access Services or any part, feature, function or output thereof (e.g., reports, screenshots), or include the Early Access Services in a service bureau or outsourcing offering, (e) use the Early Access Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (f) use the Early Access Services to store or transmit Malicious Code, (g) use the Early Access Services in violation of this Agreement, applicable laws or government regulations, or form otherwise fraudulent or malicious purposes, (h) interfere with or disrupt the integrity or performance of the Early Access Services or third-party data contained therein, (i) attempt to gain unauthorized access to the Early Access Services or its related systems or networks, (j) use or permit direct or indirect access to or use of the Early Access Services in a way that circumvents a contractual usage limit, (k) publish, display, or copy the Early Access Services or any part, feature, function, output, or user interface thereof (this includes a prohibition on any publication of ratings, scores, reports or components thereof), (l) remove any legal, copyright, trademark or other proprietary rights notices contained in or on materials Customer receives or accesses the Early Access Services; (m) frame or mirror any part of the Early Access Services, other than framing on your own intranets or otherwise for your own internal business purposes or as permitted in this Agreement, (n) access the Early Access Services in order to build a competitive product or service or use the Early Access Services in a way that competes with products or services offered by Cequence, or (o) copy, adapt, reformat, reverse-engineer, disassemble, decompile, download, translate or otherwise modify any the Early Access Services or Cequence’s website, through automated or other means.
4.5. Privacy.
4.5.1. Cequence may collect personal information in connection with Customer’s use of the Early Access Services. Cequence’s Privacy Policy describes what data is collected, the purpose of the collection, and the means by which Cequence processes such data, and the third parties with whom the data may be shared.
4.5.2. To the extent Customer provides personal information to Cequence, Customer represents that it has complied with all Applicable Data Privacy Laws concerning its collection and disclosure of such information, and that it is not relying upon Cequence to discharge any of customer’s obligations or responsibilities under Applicable Data Privacy laws.
4.5.3. With respect to the personal information that it receives from Customer or Users, Cequence represents that it has and will independently comply with all obligations imposed by Applicable Data Privacy upon controllers, that it will not consider itself to be a joint controller with Customer, and that it will not rely upon Customer to perform any of Cequence’s obligations as a controller.
4.6. Suspension. If Cequence becomes aware of a User’s violation of this Agreement, then Cequence may specifically request that Customer Suspend that User’s use of the Early Access Services. If Customer fails to comply with our request to Suspend a User’s use of the Early Access Services, then Cequence may Suspend that User’s use of the Early Access Services. The duration of any Suspension by Cequence will be until the applicable User has cured the breach that caused the Suspension. Notwithstanding the foregoing, if there is a Disruption Event, then Cequence may automatically Suspend the offending use. In such event, Cequence will use commercially reasonable efforts to minimize the extent of the Suspension amount of time required to prevent or terminate the Disruption Event. If Cequence Suspends a User’s use of the Services for any reason without prior notice to Customer, then at your request, Cequence will provide Customer with the reason for the Suspension as soon as is reasonably possible.

5. FEES FOR EARLY ACCESS SERVICES

5.1. No Fee for Early Access Services. The Early Access Services are provided to Customer without charge, but nothing in this Agreement shall limit any fees owed by the Customer to Cequence in connection with any other Cequence products.

6. PROPRIETARY RIGHTS AND LICENSES

6.1. Reservation of Rights. Subject to the limited rights expressly granted hereunder, Cequence reserves all of its right, title, and interest in and to the Services and any proprietary materials of Cequence contained therein, including all intellectual property rights therein and thereto, and Customer acquires no rights with respect to the Early Access Services, by implication or otherwise, except for those expressly granted in this Agreement. Customer reserves all of Customer’s rights, title and interest in Customer API Data and Customer API Reports, provided that Cequence may use Customer API Data and Customer API Reports to create Generic Reports and as provided in Section 6.2 below. No rights are granted to Customer hereunder other than as expressly set forth herein.
6.2. Cequence Rights to Use Customer API Data and Customer API Reports. Customer grants Cequence the right to use Customer API Data and Customer API Reports (a) to provide the Early Access Services in accordance with this Agreement and the Privacy Policy, (b) to market and discuss Cequence products and services to Customer, (c) to communicate with any vendors or contacts provided by Customer, (d) to prevent or address service or technical problems, and (d) as Customer otherwise expressly permits. Cequence may also use Customer API Data and Customer API Reports, and the data contained therein, in an aggregated, de-identified and generic manner, in compliance with applicable law, for marketing, survey purposes, setting benchmarks, feature suggestions, product analytics and new product features or services, Early Access Services utilization analyses and related purposes, and otherwise to create and use Generic Reports, provided that usage by Cequence of such information does not identify Customer or its agents, representatives, customers or employees and is not attributable to such persons or entities in any way.
6.3. License by Customer to Use Feedback. Customer grants to Cequence a worldwide, perpetual, irrevocable, transferable, royalty-free license to use and incorporate into the Early Access Services any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or Users relating to the operation of the Early Access Services, provided that Cequence shall not identify Customer as the source of such feedback.

7. CONFIDENTIALITY

7.1. Definition of Confidential Information. “Confidential Information” means all information and materials disclosed by a party (“Disclosing Party”) to the other party (“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. Cequence Confidential Information includes the Early Access Services and any proprietary materials provided through the Early Access Services; Customer Confidential Information includes Customer API Reports and other output generated for Customer by the Early Access Services; and Confidential Information of each party includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party as shown by documents and other competent evidence in the Receiving Party’s possession.
7.2. Protection of Confidential Information. The Receiving Party will (i) use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care), (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, disclose Confidential Information of the Disclosing Party only to those of its employees, officers, advisors, contractors, and agents and its Affiliates’ employees, officers, advisors, contractors, and agents who need that access for purposes consistent with this Agreement and who are subject to confidentiality obligations consistent with this Agreement. Receiving Party is fully responsible for the compliance of its employees, officers, advisors, contractors, and agents and its Affiliates’ employees, officers, advisors, contractors, and agents with the terms of this Section 7. Notwithstanding the above, Cequence shall be permitted to use Customer API Data and Customer API Reports as set forth in Section 6.2, subject to the limitations set forth therein.
7.3. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law or by the order of a court or similar judicial or administrative body to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

8. REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES, AND DISCLAIMERS

8.1. Representations. Each party represents that it has validly entered into this Agreement and has the legal power to do so. Customer further represents that the individual entering into this Agreement has the right, power, and authority to enter into this Agreement on behalf of Customer.
8.2. Cequence Warranties. Cequence represents that the Early Access Services are provided on an as-is basis and, due to their pre-release nature, may not be free from errors and interruption. Cequence warrants only that it has used commercially reasonable efforts to detect and prevent the introduction of Malicious Code into the Early Access Services. For any breach of this Warranty, Customer’s exclusive remedy and Cequence’s sole obligation is those described in Sections 11.3 (Termination).
8.3. Mutual Warranties. Each party warrants that it will comply with all laws and regulations applicable to its provision or use of the Early Access Services, as applicable (including applicable security breach notification law).
8.4. Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS.

9. MUTUAL INDEMNIFICATION

9.1. Indemnification by Cequence. Subject to Sections 9.2 and 9.3, Cequence will (i) defend and/or settle at its own expense any action brought against Customer by a third party, to the extent that such action is based on a claim that the Cequence knowingly infringed such third party’s U.S. patents or Berne Convention copyrights, and (ii) indemnify Customer for those costs and damages finally awarded against Customer in any such action that are attributable to such claim, or those costs and damages agreed to in a monetary settlement of such claim. The foregoing obligations are conditioned on Customer: (a) promptly providing Cequence with written notice of any claim; (b) giving Cequence sole control of the defense thereof and any related settlement negotiations; and (c) cooperating and, at Cequence’s request and expense, assisting in such defense. Customer may, at its expense, participate in such defense if it chooses. Cequence will not reimburse Customer for any expenses incurred by Customer without the prior written approval of Cequence.
9.2. Infringement Remedy. If the Early Access Services become, or in Cequence’s opinion is likely to become, the subject of an infringement claim that Cequence is required to defend pursuant to Section 9.1, Cequence may (at its option and expense) modify the non-conforming Purchased Service so that it becomes non-infringing and, in the event Cequence is unable to do so, Cequence may terminate Customer’s use of the Early Access Services. SECTIONS 9.1 AND 9.2 STATE CEQUENCE’S ENTIRE LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR CLAIMS AND ACTIONS RELATED TO INFRINGEMENT, MISAPPROPRIATION OR VIOLATION OF ANY INTELLECTUAL PROPERTY OR OTHER PROPRIETARY RIGHTS.
9.3. Exclusions to Cequence Indemnification Obligations. Notwithstanding the foregoing, the Customer acknowledges that Cequence has not made any inquiry into Cequence’s freedom to operate the Early Access Services and, as such, Customer acknowledges that Cequence has no obligation to indemnify Customer for any infringement, except to the extent that Cequence knowingly infringed the intellectual property of a third party. Further, Cequence will have no obligation under this Section 9 or otherwise with respect to any infringement claim to the extent based upon: (i) any use of the Early Access Services not in accordance with this Agreement or the Documentation; (ii) any modification of the Early Access Services by any person or entity other than Cequence; (iii) any use of an AI Gateway in combination with other products, software or data not provided by Cequence (other than Customer API Data); (iv) any intellectual property owned or licensed by Customer (other than Purchased Services); or (v) open source software.
9.4. Indemnification by Customer. Customer will defend and/or settle at its own expense any action brought against Cequence by a third party arising from or relating to: (i) any use of the Early Access Services to crawl or analyze any API, website, web domain, or web application that is not owned and controlled by Customer; (ii) any Customer API Data or use thereof as contemplated hereunder that infringes any intellectual property or privacy rights; (iii) any use of the Early Access Services not in accordance with this Agreement or the Documentation; or (iv) any modification of the Early Access Services by any person or entity other than Cequence. Further, Customer will indemnify Cequence for those costs and damages finally awarded against Cequence in any such action that are attributable to such claim, or those costs and damages agreed to in a monetary settlement of such claim. The foregoing obligations are conditioned on Cequence: (a) promptly providing Customer with written notice of any claim; (b) giving Customer sole control of the defense thereof and any related settlement negotiations; and (c) cooperating and, at Customer’s request and expense, assisting in such defense.
9.5. Exclusive Remedy. This Section 9 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this Section 9.

10. LIMITATION OF LIABILITY

10.1. Limitation of Liability. EXCEPT FOR EACH PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 9 AND CUSTOMER’S PAYMENT OBLIGATIONS UNDER SECTION 5, NEITHER PARTY’S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT OR SERIES OF RELATED INCIDENTS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL EXCEED THE AMOUNT PAID BY CUSTOMER HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT OR SERIES OF RELATED INCIDENTS, PROVIDED THAT IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED $5,000. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
10.2. Exclusion of Consequential and Related Damages. EXCEPT FOR EACH PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 9, IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS OR GOODWILL), 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. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

11. TERM AND TERMINATION

11.1. Term of Agreement. This Agreement commences on the Effective Date set forth on the signature page and continues for so long as Cequence is providing Services.
11.2. Termination. Either Party may terminate this Agreement and cease the provision or use of the Early Access Services at will, provided, however, that either Party seeking to terminate this Agreement will, if commercially reasonable, provide two days’ notice.
11.3 No Obligation to Retain Data. After the effective date of termination or expiration of this Agreement, Cequence will have no obligation to maintain or provide Customer API Data or Customer API Reports, and may, in its sole discretion, delete or destroy all copies of Customer API Data and Customer API Reports in our systems or otherwise in our possession or control, unless legally prohibited.
11.4. Surviving Provisions. The Sections that are intended by their nature to survive termination or expiration shall so survive any termination or expiration of this Agreement.

12. NOTICES, GOVERNING LAW AND JURISDICTION

12.1. Manner of Giving Notice. All notices, permissions, and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, or (iii) the first business day after sending by email (provided email shall not be sufficient for notices of an indemnifiable claim). Notices to Cequence shall be addressed to Cequence Security, Inc., Attn: CFO; 5201 Great America Parkway, Suite 240, Santa Clara, CA 95054. All other notices to Customer shall be addressed to the relevant system administrator designated by Customer, in writing, by like notice.
12.2. Agreement to Governing Law and Jurisdiction. This Agreement will be governed by the laws of the State of California in the United States of America, as such laws apply to contracts between California residents negotiated, executed and performed entirely within California. The Uniform Computer Information Transactions Act (UCITA) and the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. Any action or proceeding arising from or relating to this Agreement must be brought exclusively in a federal court in the Northern District of California or in state court in Santa Clara County, California, and each party irrevocably submits to the exclusive personal jurisdiction and venue of any such court in any such action or proceeding.

13. GENERAL PROVISIONS

13.1. Entire Agreement; Other Agreements with Cequence. This Agreement is the entire agreement between Customer and Cequence regarding Customer’s use of the Early Access Services and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter (including any non-disclosure agreement between Customer and Cequence where the sole purpose was to evaluate the subscription hereunder). No waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom the waiver is to be asserted. The parties agree that any term or condition stated in any Customer purchase order or in any other order documentation. Notwithstanding the foregoing, to the extent the Customer has a separate agreement with Cequence for the provision of other Cequence products, this Agreement shall not affect any change to any obligation thereunder.
13.2. 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; provided, however, either party may assign this Agreement in its entirety, without the other party’s consent (but with commercially reasonable notice) to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets or equity securities.
13.3. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.
13.4. Third-Party Beneficiaries. The parties do not intend to create any third-party beneficiaries of this Agreement, and nothing in this Agreement is intended, nor shall anything herein be construed to create any rights, legal or equitable, in any person other than the Parties to this Agreement.
13.5. Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.
13.6. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.
13.7. Headings. Headings are used in this Agreement and all associated agreements are solely for convenience and shall not be deemed to affect in any manner the meaning or intent of the applicable agreement or any provision there/hereof.
13.8. Equitable Relief. Nothing in this Agreement will limit either party’s ability to seek equitable relief.
13.9. Force Majeure. Except for payment obligations, neither party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, an act of war or terrorism, riot, labor condition, governmental action, pandemic, epidemic, quarantine restriction, or internet or electronic communications failure) that was beyond the party’s reasonable control.

What is API Security?

What is API Security?

CEQUENCE SaaS END USER LICENSE AGREEMENT

GENERAL TERMS

Personal Information You Provide