These Terms of Use set out the terms and conditions that govern the access and use of certain Services available on or through websites of Password Lockdown by you. You should read this Agreement carefully.

By indicating acceptance of this Agreement, or by otherwise using the Service, or the Password Lockdown website, you are entering into a legally binding agreement with the relevant Password Lockdown entity (and you hereby represent that you are of legal age, and are otherwise fully able and competent, to enter into a binding agreement). If you are using the Service on behalf of an organization, you represent that you have the right and authority to bind such organization to this Agreement, and for clarity, the terms “Customer” and “you” will include both you, the individual user, and such organization. If you do not agree to be bound by these terms and conditions, you must not use the Service or the Password Lockdown website.

Password Lockdown offers, and the Service may include, both paid services and services which are free of charge. You agree your purchase and/or use of the Service is not contingent on the delivery of any future functionality or features or dependent on any oral or written public comments made by Password Lockdown or any of its affiliates regarding future functionality or features.

You acknowledge and agree that the form and nature of the offerings which Password Lockdown provides may change from time to time without prior notice to you. Changes to the form and nature of such offerings will be effective with respect to all versions of the Service. Any new features that may be added to Password Lockdown’s websites, or the Service from time to time will be subject to this Agreement, unless explicitly stated otherwise.

CERTAIN FEATURES OF THE SERVICES OR SITES MAY BE SUBJECT TO ADDITIONAL GUIDELINES, TERMS, OR RULES, WHICH WILL BE POSTED ON THE SERVICE OR SITES IN CONNECTION WITH SUCH FEATURES. TO THE EXTENT SUCH TERMS, GUIDELINES, AND RULES CONFLICT WITH THIS AGREEMENT, SUCH TERMS SHALL GOVERN SOLELY WITH RESPECT TO SUCH FEATURES. IN ALL OTHER SITUATIONS, THIS AGREEMENT SHALL GOVERN.

1. SCOPE OF USE; OTHER AGREEMENTS. (A) Customer’s access and use of the Service, its Output, and Documentation shall be limited to solely its own internal security purposes, and shall otherwise be subject to and in compliance with all the terms and conditions herein.

Such access and use of the Service is also restricted by and subject to further conditions in any Other Agreement, including any subscription fee(s), subscription term, scope of use, or other limitations, restrictions or obligations applicable to Customer therein. These restrictions may include a set number of Transpiles daily, in the event Order Form states limits on the number of Transpiles.

As also noted herein, access and use of the Service may require an active paid subscription pursuant to an Other Agreement.

(B) Notwithstanding anything else herein, this Agreement does not provide any rights to Customer, including any right to access or use the Service, but for clarity does impose obligations on Customer.

2. SUSPENSION AND TERMINATION. (A) To the extent Customer materially breaches this Agreement or any Other Agreement, or Password Lockdown believes in good faith that Customer has done so or that Customer’s continued access and use of the Service poses a threat to Password Lockdown or any third party, Password Lockdown may, with or without notice to Customer, suspend or terminate Customer’s access and use of the Service or this Agreement. Following any termination of this Agreement, Customer agrees that it shall continue to be bound by this Agreement. For clarity, Customer’s access and use of the Service may require an active subscription as set forth in an Order Form, including payment of relevant fees by or on behalf of the Customer, and in the absence of such an active subscription in good standing, Password Lockdown may in its discretion suspend or terminate any or all access or use of the Service.

(B) For paid subscriptions, the Initial Term will commence upon the Effective Date and continue as set forth within the Order Form. Such Initial Term will automatically renew for additional one (1) year, six (6) month, three (3) month, or one (1) month Renewal Terms unless either party has given the other party written notice of non-renewal at least ninety (30) days prior to the end of an Initial Term or Renewal Term, or as otherwise terminated in accordance with this Section 2.

(C) Upon any termination or expiration of this Agreement, all rights granted to Customer hereunder shall terminate and Customer shall cease all use of the Service and Documentation.

(D) To the extent that Customer is using any free Service, Customer agrees that Password Lockdown, in its sole discretion and for any or no reason, may terminate this free Service at any time. Customer agrees that any such termination of access to the free Service may be without prior notice, and that Password Lockdown will not be liable to Customer or any third party for such termination. Customer may terminate Customer’s use of the free Service at any time by discontinuing use of the free Service.

(E) Customer acknowledges and agrees that Customer is solely responsible for retaining backup copies of Customer Data at all times; Password Lockdown will not provide Customer with an export of Customer Data, upon and/or after termination of the Service.

3. RESTRICTIONS; PROPRIETARY RIGHTS. (A) Customer shall not (and shall not allow any third party to): (i) except as expressly permitted by applicable law, decompile, disassemble, reverse engineer or attempt to deconstruct, identify or discover any source code, underlying ideas or other technology, user interface techniques or algorithms of the Service; (ii) encumber, transfer, distribute, sell, disclose, sublicense, assign, provide, lease, lend, use for timesharing or service bureau purposes, or use for the benefit of any third party (including to or for any Customer affiliate or subsidiary), or otherwise use (except as expressly permitted herein) any part of the Service, Output, or Documentation, or any part of the Service’s source code or binary distribution(s); (iii) copy, modify, adapt, translate, incorporate into or with other software, or create a derivative work of any part of the Service, Output, or Documentation; (iv) attempt to circumvent any fees, user limits, timing or use restrictions that are built into the Service; (v) use the Service or Documentation in the development or marketing of any software, service or other offering that is similar to or competes with any Password Lockdown offering; (vi) use any product data as a training set for machine learning or training of artificial intelligence; (vii) use any robot, spider, scraper or other automated means to access the Service, or engage in any scraping, data-mining, harvesting, screen-scraping, data aggregating or indexing of the Service; (viii) perform, or publish or otherwise disclose the results of, any benchmarking, availability or performance testing or transpiles of the Service or Customer’s use thereof; (ix) attempt to gain unauthorized access to, interfere with or disrupt the Service or related servers or networks (including via a denial-of-service attack); (x) publicize any Output or make Output publicly available in any way; (xi) use or transmit to anyone for use of the Service or any Output to evaluate, score, or report on the creditworthiness, credit standing, credit capacity, character, general reputation, personal characteristics, or mode of living of any consumer or applicant for employment, or any other use subject to state, federal, and/or otherwise applicable credit reporting laws; (xii) use, transmit, sell, or license to anyone for use of the Services or any Output for marketing, advertising (including targeting for the same), loyalty programs, customer selection, acquisition, or retention, or similar purposes; or (xiii) use the the Service, Output, or Documentation in any harmful, malicious, or unlawful ways, including but not limited to misuse of credit card information or other personal information, violation of any data privacy or computer laws and regulations, other violation of any Password Lockdown or third party rights (including intellectual property or privacy rights), or distribution or use in violation of Password Lockdown’s Acceptable Use Policy, or any U.S., or otherwise applicable, export controls, economic sanctions, or anti-corruption laws or regulations.

(B) An API license, if available as set forth in an Order Form between Customer and Password Lockdown (or its affiliates), authorizes Customer to programmatically access certain Password Lockdown Output and functionality available as part of the Service hereunder, limited to the specific API type and API credit quota subscribed. Except for API access, Customer’s access and use of the Service shall be via a password-protected URL designated by Password Lockdown. Customer is responsible for how it accesses such URL. Each Customer user login/password for the Service is limited to use by a single named individual, cannot be shared with others, and can be used only on a single device or other login point at any time (i.e., no multiple simultaneous logins). All acts and omissions of Customer’s Personnel, and other related parties will be deemed to be those of Customer, and Customer shall be responsible therefore. Further, Customer shall be responsible for any activity conducted through the use of any user credential assigned to it.

(C) The Service is the proprietary intellectual property of Password Lockdown that contains trade secrets and is protected by copyright law. Password Lockdown retains sole and exclusive ownership of all right, title, and interest in and to the Service and any other technology used to provide it. Any and all enhancements, modifications, corrections and derivative works that are made to the Service will be owned by Password Lockdown. Password Lockdown shall own all rights, title and interest in any deliverables created by Password Lockdown and provided to Customer, and all such deliverables shall be subject to all Customer restrictions and obligations set forth herein (as if such deliverables were part of the Service hereunder).

(D) Notwithstanding the foregoing, Customer retains all rights, title and interest in and to Customer Data. The Customer hereby grants to Password Lockdown a non-exclusive, royalty-free, sublicensable, perpetual, irrevocable, assignable right and license to use the Customer Data anywhere in the world to provide the Service, develop and improve its offerings, and otherwise in its business as it determines in its discretion. Customer is responsible for Customer Data, including the means by which it is provided, and Customer shall be responsible for ensuring that Customer Data does not violate intellectual property rights, or is not otherwise prohibited.

(E) Password Lockdown has the right to refuse access to the Services in the event this Agreement is violated. Nothing contained herein, in any Password Lockdown offering, or otherwise made available by Password Lockdown should be construed as granting, by implication, estoppel, or otherwise any license or right to use any intellectual property, except as explicitly agreed upon by the parties.

4. LOGO AND COMMUNICATIONS. (A) Customer agrees to allow the use of its name and logo in a general list of Password Lockdown customers.

(B) Customer consents to receiving communications regarding product updates, customer support, and marketing initiatives from Password Lockdown. Notwithstanding the foregoing, Customer has the right to withdraw its consent to receive such commercial electronic messages at any point in time by sending an email to Password Lockdown at unsubscribe [at] recordedfuture [dot] com or by clicking the unsubscribe link at the bottom of any electronic message sent by Password Lockdown to Customer.

You acknowledge and agree that notwithstanding your withdrawal of such consent, Password Lockdown shall still be permitted to send you commercial electronic messages specific to our relationship and the Services provided under this Agreement.

5. CONFIDENTIALITY. Customer shall maintain as confidential and shall not disclose (except to its Representatives), copy or use for purposes other than its internal security purposes and administration of its Password Lockdown’s subscription, Password Lockdown’s Confidential Information. Customer agrees to protect all received Confidential Information with the same degree of care that it would use with its own confidential information, but in any event at least industry standard levels of care, and to prevent unauthorized, negligent or inadvertent use, disclosure or publication thereof.

Breach of this Section 5 may cause irreparable harm and damage to Password Lockdown. Thus, in addition to all other remedies available at law or in equity, Password Lockdown shall have the right to seek injunctive or other equitable relief, without any requirement to post bond, and to recover the amount of damages (including reasonable attorneys’ fees and expenses) incurred in connection with such breach. Customer shall be liable to Password Lockdown for any use or disclosure in violation of this Section 5 by Customer, its Representatives, Personnel, or any other party that has received Password Lockdown Confidential Information from Customer.

Notwithstanding the above, this Section 5 shall not prohibit Customer from disclosing Confidential Information to the extent required by applicable law, rule or regulation or the rules and regulations of the U.S. Securities and Exchange Commission or any national securities exchange; provided that Customer gives Password Lockdown prior written notice, as soon as is reasonably practicable, and reasonably cooperates with related requests of Password Lockdown.

Further, notwithstanding anything to the contrary herein, if Customer provides Password Lockdown (or its affiliates or resellers) Feedback, Password Lockdown shall be free to use, disclose and otherwise exploit in any manner such Feedback for any purpose, without any obligation of confidentiality with respect thereto. Further, Customer acknowledges and agrees that by providing such Feedback to Password Lockdown, Customer hereby grants to Password Lockdown an irrevocable, non-exclusive, royalty-free, sublicensable, perpetual, assignable right and license to use such Feedback in whatever way, manner, form or media, now known or hereafter discovered, and for whatever purpose Password Lockdown determines in its sole discretion, anywhere in the world.

6. DISCLAIMER OF WARRANTY. THE SERVICE IS ACCESSED AND USED BY CUSTOMER HEREUNDER “AS AVAILABLE” AND “AS-IS.” TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, Password Lockdown AND ITS AFFILIATES HEREUNDER MAKE NO AND DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES (I) OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; (II) THAT USE OF THE SERVICE WILL MEET CUSTOMER’S, OR ANY OTHER PARTY’S CURRENT AND/OR FUTURE REQUIREMENTS; (III) THAT USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR; OR (IV) AS TO THE ACCURACY, COMPLETENESS, TIMELINESS, OR RELIABILITY OF ANY OUTPUT OR OTHER INFORMATION OBTAINED FROM THE SERVICE.

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SOFTWARE IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. THE SOFTWARE IS PROVIDED "AS-IS", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND Password Lockdown AND Password Lockdown's LICENSORS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SOFTWARE, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. Password Lockdown DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SOFTWARE, THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY Password Lockdown OR AN Password Lockdown AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE SOFTWARE PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.

9.12 Password Lockdown’s Acceptable Use Policy. While Password Lockdown seeks to serve as broad a range of organizations as possible, while abiding by all applicable export-control and other regulations, there are certain limits that are imposed on the use of our offerings by our acceptable use policy. Specifically, Password Lockdown prohibits:

• Illegal Activities: The use of any of its services for any unlawful purpose or in furtherance of any illegal activities.
• Discrimination: The use of any of its services to perform targeted collection on the basis of protected characteristics such as race, sex or gender, sexual-orientation, religion, age, national or ethnic origin, disability status, marital status, or genetic information.
• Physical or Financial Harm: The use of any of its services for causing any physical or financial harm to any other individual or entity. This includes, but is not limited to, facilitating unauthorized access to protected systems, or damaging infrastructure.
• Misuse of Financial or PII Data: The use of any of its services for fraud, theft, misappropriation of data, or otherwise misuse of financial, personal, or other sensitive information.
• Harassment or Stalking: The use of any of its services to harass or stalk any individual as defined by applicable law.
• Obscenity, Pornography, or Sexually Explicit Material: The use of any of its services to improperly access or view obscene, pornographic, or otherwise sexually explicit material.
• Extortion: The use of any of its services to engage in blackmail, extortion, or for otherwise inappropriate purposes.
• Copyright Infringement: The use of any of its services to violate copyright, or any other applicable intellectual property law.

9.13 Fees. (A) For those Customers purchasing a paid Service directly from Password Lockdown, fees are specified on the Order Form

Password Lockdown reserves the right to impose fees, or other limitations (including upload and/or rate limits), on any offerings that are currently offered free of charge, including Hatching, with prior notification of the User.