THESE CLOUDMASK TERMS OF SERVICE (THIS “AGREEMENT”) GOVERN YOUR ACCESS TO AND USE OF OUR SERVICES.  IF YOU REGISTER FOR A FREE TRIAL FOR OUR SERVICES, THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL. BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT (I) YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES, AND (II) SUCH ENTITY HAS FULL POWER, CORPORATE OR OTHERWISE, TO ENTER INTO THIS AGREEMENT AND PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT. IF EITHER YOU OR SUCH ENTITY DOES NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT ACCESS OR USE THE SERVICES. You may not access or use the Services if You are Our direct competitor, except with Our prior written consent. In addition, You may not access or use the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes. This Agreement was last updated on August 24, 2015. It is effective between You and Us as of the date of Your acceptance of this Agreement.

  1. DEFINITIONS
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. "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. “Documentation” means the online user documentation for the Services, accessible via login at www.cloudmask.com, and/or other web pages designated by Us, as updated from time to time. You acknowledge that You have had the opportunity to review the Documentation during the free trial described in Section 2 (30-Day Free Trial) below. “Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs. “Order Form” means the documents for placing orders hereunder, including addenda thereto, that are entered into between You and Us or any of Your or Our Affiliates from time to time, including addenda and supplements thereto. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto. Order Forms shall be deemed incorporated herein by reference.  Order Forms will specify the level or functionality of the Services for which You are subscribing, the Subscription Term, the monthly Services fees and any other additional commercial terms agreed by the parties. “On-Premise Software” means any desktop/access software supplied by CloudMask for installation on Customer’s and/or the Users’ computers or other equipment for use in connection with the Services. “Purchased Services” means Services that You or Your Affiliates purchase under an Order Form, as distinguished from those provided pursuant to a free trial. “Services” means the products and services that are ordered by You under a free trial or an Order Form and made available by Us online via the customer login link at www.cloudmask.com and/or other web pages designated by Us, including associated offline components, as described in the Documentation. “Subscription Term” means a subscription term for the Service as specified an Order Form for such Services. “Users” means individuals who are authorized by You to use the Services, for whom subscriptions to a Service have been ordered, and who have been supplied user identifications and passwords by You (or by Us at Your request). “We,” “Us” or “Our” means CloudMask Corp. “Your Data” means all electronic data or information submitted by You to the Purchased Services.
  1. FREE TRIAL
If You register on our website for a free trial, We will make one or more Services available to You on a trial basis free of charge until the earlier of (a) the end of the free trial period for which You registered or are registering to use the applicable Service or (b) the start date of any Purchased Services ordered by You. Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding upon You. ANY DATA YOU ENTER INTO THE SERVICES, AND ANY CUSTOMIZATIONS MADE TO THE SERVICES BY OR FOR YOU, DURING YOUR FREE TRIAL WILL BE PERMANENTLY LOST UNLESS YOU: (i) PURCHASE A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE TRIAL OR (ii) EXPORT SUCH DATA, BEFORE THE END OF THE TRIAL PERIOD. NOTWITHSTANDING SECTION 8 (WARRANTIES AND DISCLAIMERS) OR ANY OTHER PROVISIONS IN THIS AGREEMENT, DURING THE FREE TRIAL THE SERVICES ARE 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 the Services before You make any purchase.
  1. PURCHASED SERVICES
    • Provision of Purchased Services. We shall make the Purchased Services available to You pursuant to this Agreement and the relevant Order Forms accepted by Us during the corresponding Subscription Terms.
    • User Subscriptions. Unless otherwise specified in the applicable Order Form, (i) Services are purchased as User subscriptions and may be accessed by no more than the specified number of Users, (ii) additional User subscriptions may be added during the applicable Subscription Term at the same pricing as that for the pre-existing subscriptions thereunder, prorated for the remainder of the Subscription Term in effect at the time the additional User subscriptions are added, and (iii) the added User subscriptions shall terminate on the same date as the pre-existing subscriptions. User subscriptions are for designated Users only and cannot be shared or used by more than one User but may be reassigned to new Users replacing former Users who no longer require ongoing use of the Services.
    • On-Premise Software License. Subject to the terms and conditions of this Agreement, including payment of the applicable fees, We grant You a non-exclusive, non-transferable (except in conjunction with the permitted assignment of this Agreement as provided in Section 12) and non-assignable (except in conjunction with the permitted assignment of this Agreement as provided in Section 12), and non-sublicenseable license for the Subscription Term to install (in object code form) and use any On-Premise Software delivered by Us to You to access and use the Services for Your internal business.  You shall also be entitled to designate Users who can use the On-Premise Software in conjunction with Your business use during the Subscription Term.  Users may obtain the On-Premise Software from the CloudMask website.  In the case of Users who are Your employees or are employees of any of Your Affiliates, the terms of this Agreement shall govern such User’s use of the On-Premise Software.  In the case of contractors and other third-parties, such Users will have to subscribe to the Service and be bound by these Terms of Service.
  2. USE OF THE SERVICES
    • Our Responsibilities. We shall: (i) provide Our basic support for the Purchased Services to You at no additional charge, and (ii) use commercially reasonable efforts to make the Purchased Services available 24 hours a day, 7 days a week, except for: (a) planned downtime (of which We will provide at least eight (8) hours’ notice via the Service and which shall be scheduled to the extent reasonably practicable during weekend hours from 1:00 a.m. Eastern Time Saturday to 1:00 a.m. Eastern Time Monday), or (b) any unavailability caused by circumstances beyond Our reasonable control, including without limitation, acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Our employees), Internet service provider failures or delays, or denial of service attacks.
    • Our Protection of Your Data. We shall maintain commercially reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data. We shall not (a) modify Your Data except to the extent required to provide the Services, (b) disclose Your Data except as compelled by law in accordance with Section 7.3 (Compelled Disclosure) or as expressly permitted in writing by You, or (c) access Your Data except to provide the Services and prevent or address service or technical problems, or at Your request in connection with customer support matters.
    • Your Responsibilities. You shall (i) be responsible for Users’ compliance with this Agreement, (ii) be responsible for the accuracy, quality and legality of Your Data and of the means by which You acquired Your Data, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services and On-Premise Software, and notify Us promptly of any such unauthorized access or use, and (iv) use the Services and On-Premise Software only in accordance with the Documentation and applicable laws and government regulations. You shall not (a) make the Services or On-Premise Software available to anyone other than Users, (b) sell, resell, rent or lease the Services or On-Premise Software, (c) use the Services or On-Premise Software 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, (d) use the Services or On-Premise Software to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of the Services, On-Premise Software or third-party data contained therein, or (f) attempt to gain unauthorized access to the Services or their related systems or networks.
    • Usage Limitations. Services may be subject to other limitations, such as, for example, limits on disk storage space, on the number of calls You are permitted to make against Our application programming interface, and, for Services that enable You to provide public websites, on the number of page views by visitors to those websites. Any such limitations are specified in the Documentation. The Services provide real-time information to enable You to monitor Your compliance with such limitations.
  3. FEES AND PAYMENT FOR PURCHASED SERVICES
    • You shall pay all fees specified in all Order Forms hereunder. Except as otherwise specified herein or in an Order Form, (i) fees are based on Services purchased and not actual usage, (ii) payment obligations are non-cancelable and fees paid are non-refundable, and (iii) the number of User subscriptions purchased cannot be decreased during the relevant subscription term stated on the applicable Order Form. User subscription fees are based on monthly periods that begin on the subscription start date and each monthly anniversary thereof; therefore, fees for User subscriptions added in the middle of a monthly period will be charged for that full monthly period and the monthly periods remaining in the subscription term.
    • Invoicing and Payment. You will provide Us with valid and updated credit card information, or with a valid purchase order or alternative document acceptable to Us. If You provide credit card information to Us, You authorize Us to charge such credit card for all Services listed in the Order Form for the initial subscription term and any renewal subscription term(s) as set forth in Section 11.2 (Term of Purchased User Subscriptions). Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, We will invoice You in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced charges are due net 30 days from the invoice date. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information.
    • Overdue Charges. If any charges are not received from You by the due date, then at Our discretion, (a) such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid, and/or (b) We may condition future subscription renewals and Order Forms on prepayment or payment terms shorter than those specified in Section 5.2 (Invoicing and Payment).
    • Suspension of Service and Acceleration. If any amount owing by You under this or any other agreement for Our services is 30 or more days overdue (or 10 or more days overdue in the case of amounts You have authorized Us to charge to Your credit card), We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Our services to You until such amounts are paid in full. We will give You at least 7 days’ prior notice that Your account is overdue before suspending services to You.
    • Payment Disputes. We shall not exercise Our rights under Section 5.3 (Overdue Charges) or 5.4 (Suspension of Service and Acceleration) if You are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.
    • Taxes. Unless otherwise stated, Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, goods and services, harmonized, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, "Taxes"). You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by You, unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, We are solely responsible for taxes assessable against Us based on Our income, property and employees.
  4. PROPRIETARY RIGHTS
    • Reservation of Rights in Services. Subject to the limited rights expressly granted hereunder, We reserve all rights, title and interest in and to the Services and On-Premise Software, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.
    • You shall not (i) permit any third party to access the Services and/or On-Premise Software except as permitted herein or in an Order Form, (ii) create derivate works based on the Services and/or On-Premise Software except as authorized herein, (iii) copy, frame or mirror any part or content of the Services and/or On-Premise Software, other than copying or framing on Your own intranets or otherwise for Your own internal business purposes, (iv) reverse engineer the Services and/or On-Premise Software, or (v) access the Services or use the On-Premise Software in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Services and/or On-Premise Software.
    • Your Data. Subject to the limited rights granted by You hereunder, We acquire no right, title or interest from You or Your licensors under this Agreement in or to Your Data, including any intellectual property rights therein.
    • We shall have a paid-up, royalty-free, worldwide, irrevocable, perpetual, transferable, sublicensable, unrestricted license to use and incorporate into the Services, the On-Premise Software and/or any other products or services any suggestions, enhancement requests, recommendations or other feedback provided by You, including Your Users, relating to the operation of the Services and/or On-Premise Software.
    • Federal Government End Use Provisions. We provide the Services, including related software and technology, for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the Services include only those rights customarily provided to the public as defined in this Agreement. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not conveyed under these terms, it must negotiate with Us to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement.
  5. CONFIDENTIALITY
    • Definition of Confidential Information. As used herein, "Confidential Information" means all confidential information 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. Your Confidential Information shall include Your Data; Our Confidential Information shall include the Services; and Confidential Information of each party shall include the terms and conditions of all Order Forms; Confidential Information shall also include all business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by each Disclosing Party. However, Confidential Information shall 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.
    • Protection of Confidential Information. The Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) (i) not to 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, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.
    • Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such 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 such Confidential Information.
  6. WARRANTIES AND DISCLAIMERS
    • Our Warranties. We warrant that (i) We have validly entered into this Agreement and have the legal power to do so, (ii) the Services shall perform materially in accordance with the Documentation, (iii) the functionality of the Services will not be materially decreased during a Subscription Term, and (iv) We will not transmit Malicious Code to You (except for any Malicious Code contained in any materials You or a User have uploaded or otherwise originating from You or a User). For any breach of a warranty above, Your exclusive remedy shall be as provided in Section 11.3 (Termination for Cause) and Section 11.4 (Refund or Payment upon Termination) below.
    • Your Warranties. You warrant that You have validly entered into this Agreement and have the legal power to do so.
    • EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY REPRESENTATIONS OR GIVES ANY WARRANTIES AND/OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS, INCLUDING ANY REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
    • Non-GA Services. From time to time We may invite You to try, at no charge, Our products or services that are not generally available to Our customers ("Non-GA Services"). You may accept or decline any such trial in Your sole discretion. Any Non-GA Services will be clearly designated as beta, pilot, limited release, developer preview, non-production or by a description of similar import. Non-GA Services are provided for evaluation purposes and not for production use, are not supported, may contain bugs or errors, and may be subject to additional terms. NON-GA SERVICES ARE NOT CONSIDERED "SERVICES" HEREUNDER AND ARE PROVIDED "AS IS" WITH NO EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS OF ANY KIND. We may discontinue Non-GA Services at any time in Our sole discretion and may never make them generally available.
  7. MUTUAL INDEMNIFICATION
    • Indemnification by Us. Subject to the terms and conditions of this Agreement, We shall, at Our own expense, defend You in any action, suit or proceeding by a third party alleging that the Service and/or On-Premise Software infringes or misappropriates any patent, trademark, trade secret, copyright or any other intellectual property rights of such third party (an “IP Claim”) and shall indemnify and hold You harmless from and against any settlement amounts agreed in writing by Us and/or any losses, damages, expenses or costs (including but not limited to reasonable attorneys' fees) awarded to such third party against You by a court or tribunal of competent jurisdiction in such IP Claim. As conditions for such defense and indemnification by Us, (i) You shall notify Us promptly in writing upon becoming aware of all pending IP Claims; (ii) You shall give Us sole control of the defense and settlement of such IP Claims; (iii) You shall cooperate fully with Us in the defense or settlement of such IP Claims; and (iv) You shall not settle any IP Claims without Our written consent, or compromise the defense of any such IP Claims or make any admissions in respect thereto.  If (a) We become aware of an actual or potential IP Claim, or (b) You provide Us with notice of an actual or potential IP Claim, We may (or in the case of an injunction against You, shall), at Our sole option and determination: (I) procure for You the right to continue to use the Service and/or On-Premise Software; or (II) replace or modify the Service and/or On-Premise Software with equivalent or better functionality so that Your use is no longer infringing; or (III) if (I) or (II) are not commercially reasonable, terminate provision of the Service and the licenses to the On-Premise Software and refund to You any pre-paid Service fees for any periods after the termination of the Service, less any outstanding moneys owed by You to Us.  The obligations in this Section 9.1 do not extend to (1) any IP Claim based upon infringement or alleged infringement of any patent, trademark, copyright or other intellectual property right by the combination of the Service and/or On-Premise Software furnished by Us with other products, software or services not provided by Us; (2) any IP Claim related to any of Your Data, or (3) any IP Claim related to any use or exercise of any other right in respect to the Service and/or On-Premise Software outside the scope of the rights granted in this Agreement.
    • Indemnification by You. Subject to the terms and conditions of this Agreement, You shall, at Your own expense, defend Us, Our Affiliates and Our and their directors, officers, employees and agents (the “CloudMask Indemnitees”) in any action, suit or proceeding brought by a third party against any of the CloudMask Indemnitees alleging that Your Data, or Your use of the Service and/or On-Premise Software in violation of this Agreement, infringes or misappropriates the intellectual property or other rights of, or has otherwise harmed, a third party (“Customer Claims”) and shall indemnify and hold the CloudMask Indemnitees harmless from and against any settlement amounts agreed in writing by You and/or any losses, damages, expenses or costs (including but not limited to reasonable attorneys' fees) awarded to such third party against any of the CloudMask Indemnitees by a court or tribunal of competent jurisdiction in any such Customer Claim.  As conditions for such defense and indemnification by You, (i) We shall notify You promptly in writing upon becoming aware of all pending Customer Claims; (ii) We shall give You sole control of the defense and settlement of such Customer Claims; (iii) We shall cooperate fully with You in the defense or settlement of such Customer Claims; and (iv) we shall not settle any Customer Claims without Your written consent, or compromise the defense of any such Customer Claims or make any admissions in respect thereto.
    • Exclusive Remedy. This Section 9 (Mutual Indemnification) 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.
  8. LIMITATION OF LIABILITY
    • Limitation of Liability. OUR LIABILITY WITH RESPECT TO ANY INCIDENTS ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT (INCLUDING NEGLIGENCE) OR UNDER ANY OTHER THEORY OF LIABILITY) SHALL EXCEED THE LESSER OF $500,000 OR THE AMOUNT PAID BY YOU HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT(S).
    • Exclusion of Consequential and Related Damages. EXCEPT FOR BREACH OF CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
  9. TERM AND TERMINATION
    • Term of Agreement. This Agreement commences on the date You accept it and continues until all User subscriptions granted in accordance with this Agreement have expired or been terminated. If You elect to use the Services for a free trial period and do not purchase a subscription before the end of that period, this Agreement will terminate at the end of the free trial period.
    • Term of Purchased User Subscriptions. User subscriptions purchased by You commence on the start date specified in the applicable Order Form and continue for the Subscription Term specified therein. Except as otherwise specified in the applicable Order Form, all User subscriptions shall automatically renew for additional periods equal to the expiring Subscription Term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least thirty (30) days before the end of the relevant Subscription Term. The per-unit pricing during any such renewal term shall be the same as that during the prior term unless We have given You written notice of a pricing increase at least sixty (60) days before the end of such prior term, in which case the pricing increase shall be effective upon renewal and thereafter.
    • Termination for Cause. A party may terminate this Agreement for cause: (i) upon thirty (30) days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
    • Refund or Payment upon Termination. Upon any termination for cause by You, We shall refund You any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Upon any termination for cause by Us, You shall pay any unpaid fees covering the remainder of the term of all Order Forms after the effective date of termination. In no event shall any termination relieve You of the obligation to pay any fees payable to Us for the period prior to the effective date of termination. You shall pay on demand all of Our reasonable attorney fees and other costs incurred by Us to collect any fees or charges due Us under this Agreement following Your breach of Section 5.2 (Invoicing and Payment).
    • Return of Your Data. Upon request by You made within thirty (30) days after the effective date of termination of a Purchased Services subscription, We will make available to You for download a file of Your Data. After such 30-day period, We shall have no obligation to maintain or provide any of Your Data and shall thereafter, unless legally prohibited, delete all of Your Data in Our systems or otherwise in Our possession or under Our control. If You request any formatting of Your Data in any format(s) other than the standard format in which We normally provide user data, and if We agree to provide Your Data to You in such format(s),  then We shall be entitled to charge You fees for the time expended by Us and materials required for Us to format Your Data in such other format(s).
    • Surviving Provisions. Section 5 (Fees and Payment for Purchased Services), 6 (Proprietary Rights), 7 (Confidentiality), 8.3 (Disclaimer), 9 (Mutual Indemnification), 10 (Limitation of Liability), 11.4 (Refund or Payment upon Termination), 11.5 (Return of Your Data), 11.6 (Surviving Provisions) and 12 (General Provisions) shall survive any termination or expiration of this Agreement.
  10. This Agreement, including all Order Forms accepted by CloudMask, is the entire agreement between You and CloudMask in respect to the Services, superseding any other agreements or discussions, oral or written, and may not be changed except by a written agreement with CloudMask. The parties agree that this Agreement will be fairly interpreted in accordance with its terms without any strict construction in favor of or against either party and that ambiguities shall not be interpreted against the party that drafted the relevant language.  You may not assign this Agreement whether voluntarily, by operation of law, or otherwise without CloudMask's prior written consent. CloudMask may assign this Agreement at any time without notice. The failure of a party to claim a breach of any term of this Agreement shall not constitute a waiver of such breach or the right of such party to enforce any subsequent breach of such term. If any provisions of this Agreement are held to be unenforceable or illegal, such decision shall not affect the validity or enforceability of such provisions under other circumstances or the remaining provisions of this Agreement and such remaining provisions shall be reformed only to the extent necessary to make them enforceable under such circumstances. This Agreement shall be governed by the laws of the Province of Ontario, Canada. No choice of laws rules of any jurisdiction shall apply to this Agreement. You consent and agree that the courts of the Province of Ontario, in Ottawa, Canada, shall have exclusive jurisdiction over any legal action or proceeding arising out of or relating to this Agreement and/or the Services, and You consent to the jurisdiction of such courts for any such action or proceeding. You waive all rights that You may have or that may hereafter arise to contest such exclusive jurisdiction of such courts. The parties waive any right to a jury trial with respect to any action brought in connection with this Agreement. All notices under this Agreement shall be in writing and shall be deemed to have been given upon:  (i) personal delivery; (ii) the second business day after mailing; (iii) the second business day after sending by confirmed facsimile; or (iv) the second business day after sending by email.  Notices to Us shall be addressed to the attention of the Legal Department.  Notices to You shall be addressed Your address specified in Your most recent Order Form.  The Services, other technology We make available, and derivatives thereof may be subject to export laws and regulations of the United States, Canada and other jurisdictions. Each party represents that it is not named on any U.S. or Canadian government denied-party list. You shall not permit Users to access or use Services in a U.S. or Canadian-embargoed country or in violation of any U.S. or Canadian export law or regulation.  You shall not use the Service or any related information for any purposes prohibited by export laws and/or regulations, including, without limitation, nuclear, chemical, or biological weapons proliferation.  The application of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement is expressly excluded. The Uniform Computer Information Transactions Act does not apply to this Agreement.