EULA

Last Updated October 16th , 2025

ConnectSecure, LLC (“we,” “us” or “our”) makes available that proprietary vulnerability and compliance management software platform known as ConnectSecure Vulnerability Management (the “Software”) through which you have accessed this End User License Agreement (these “Terms”). By clicking to accept or agree to these Terms when such option is presented, by accessing or using the Software, or by otherwise indicating your acceptance, you acknowledge that you have read, understood, and agree to be bound by these Terms, regardless of whether acceptance occurs verbally, in writing, electronically, or by any other means. If you do not agree with these Terms, or any portion of these Terms, do not access or use the Software. We may revise and update these Terms from time to time. The version of these Terms that you agree to will apply unless and until you have agreed to our revised Terms. Capitalized terms used but not defined in these Terms shall have the meanings ascribed to them in the Terms of Service, which are incorporated herein by reference. In consideration of interacting with the Software, and for other good and valuable consideration, you agree to the following:

1. You Have the Right to Enter into these Terms. As an individual interacting with the Software in your individual capacity or on behalf of an entity, you represent and warrant that you have all right, power and authority to enter into these Terms on your own or such entity’s behalf and bind yourself or such entity, as applicable, to these Terms. If you are entering these Terms on behalf of an entity, all references in these Terms to “you” and “your” will mean such entity.
2. Rights and Licenses.
   1. Subject to and conditioned upon your payment of any and all fees and strict compliance with all of the terms and conditions of these Terms, including our Terms of Service, which is hereby incorporated into these Terms, we hereby grant you a non-exclusive, revocable, non-sublicensable, and non-transferable limited license to access and use the Software and Documentation (as defined below) until terminated or suspended and in accordance with any plan, usage limits, or entitlements specified in your ordering documents or account (“Order”). This license grants you the right to:
      • Use the Software in accordance with the user guides, technical specifications, handbooks, and any other materials, either electronically or in hard copy form, that describe the operation, use, configuration, or technical specifications or requirements of the Software or relate to the Software (“Documentation”) through accounts and access credentials provisioned to you, and only within the scope, term, usage limits, and features set forth in the applicable Order or Documentation.
      • Use the Software in accordance with these Terms and the Documentation, solely as set forth in the Documentation, and solely for your internal purposes.
   2. The foregoing license is restricted to the number of users, instances, environments, devices, and other usage parameters set forth in the applicable Order. Any use beyond such limits may require the purchase of additional licenses or an upgraded plan.
   3. We reserve any and all right, title and interest in and to the Software and its services, and Documentation, as well as in and to any inventions, innovations or ideas developed in connection with or related to the Software and its services, and Documentation.
   4. You grant us a worldwide, fully-paid up, royalty-free, limited license to process, transmit, display, and otherwise use any and all data, content, files, or other materials that you or your authorized users or representatives provide, submit, or make available to us through the Software and its services (collectively, “Your Data”) for the purpose of fulfilling and providing the Software and its services to you pursuant to these Terms.  
3. Your Use of the Software.
   1. The Software may be used to facilitate your provision of your services to your clients. However, you acknowledge and agree that as between you and us: (i) you will be solely responsible for the administration of your services to your clients; (ii) you must use your independent technical judgment in determining the appropriate course of action for purposes of providing your services to your clients; and (iii) you will administer the delivery of your services to your clients based on your own professional judgment, guidelines, policies, and procedures.
   2. You represent and warrant that you have all rights and licenses necessary to interact with us through the Software and use the Software. You may interact with the Software solely as permitted by these Terms, and solely to legally access the service being offered by the Software. You shall not, and shall not permit others to: (i) use the Software or Documentation to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or in violation of third-party privacy rights or applicable laws, or to store or transmit code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses; (ii) interfere with or disrupt the integrity or performance of the Software; (iii) copy, modify or create derivative works or improvements of the Software or Documentation or any part, feature, function or user interface thereof or content thereon; (iv) frame or mirror the Software in whole or in part; (v) access or use the Software or Documentation (in whole or in part) for purposes of (A) benchmarking or competitive analysis of the Software, (B) building a competitive product or service, or (C) any other purpose that is to our detriment or commercial disadvantage; (vi) reverse engineer, disassemble, decompile, decode or adapt the Software or Documentation or any part, feature, function thereof or content thereon; (vii) bypass or breach any security device or protection used for or contained in the Software; (viii) use the Software (in whole or in part) in or in connection with the design, construction, maintenance, operation, or use of any hazardous environments, systems, or applications, any safety response systems or other safety-critical applications, or any other use or application in which the use or failure of the Software could lead to personal injury or severe physical or property damage; (ix) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Software or Documentation, or any content included thereon (in whole or in part), including any copy thereof; (x) permit direct or indirect access to or use of the Software (including any content thereon) in a way that circumvents a contractual usage limit; or (xi) access or use the Software or Documentation, in whole or in part, in any way that violates these Terms, any third-party rights, or any applicable laws, rules, regulations or orders having the force of law (collectively, “Laws”), including anti-spam, export control, privacy, and anti-terrorism laws and regulations. You are responsible and liable for all uses of the Software resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of these Terms.
4. Intellectual Property Ownership. You acknowledge that, as between you and us, we own all right, title, and interest, including all intellectual property rights, in and to the Software and Documentation and, with respect to Third-Party Services, the applicable third-party licensors own all right, title and interest, including all intellectual property rights, in and to the Third- Party Services. Except for the limited licenses expressly granted in these Terms, no rights are granted by implication or otherwise.
5. Confidentiality. You will maintain Confidential Information in strict confidence and take all steps necessary or appropriate to protect the confidentiality of Confidential Information and to assure compliance with these Terms by your agents and representatives. You will also not modify, reverse engineer, decompile, create other works from, or disassemble any Confidential Information. For purposes of these Terms, the term “Confidential Information” means any and all of our confidential or proprietary information (or a third party, as applicable), or its or their respective affiliates and subsidiaries, whether oral or written, including software, Documentation, code, technology, documents, reports, analyses, data, studies, drawings, samples, suppliers, customers, pricing, pricing techniques, copyright, trademark and patent applications, marketing and sales techniques and plans, projections, methods, procedures, hardware and system designs, architectures and protocols, trade secrets, know-how, and observations, and other disclosures pertaining to, based on, or containing, directly or indirectly, in whole or in part, any of our (or a third party’s, as applicable), or its or their respective affiliates’ or subsidiaries’ confidential or proprietary information. On our request, you will either return to us or certify destruction of, any and all copies of the Confidential Information in your possession.
6. Accounts and Access Credentials. You may be issued a username, identification number, password, license or security key, security token, PIN or other security code, method, technology or device used, alone or in combination, to verify your identity and authorization to access and use the Software (“Access Credentials”). All users must use strong Access Credentials (i.e., in the case of a password, one that is long, uses a mix of letters (upper and lower case), numbers and symbols, has no ties to your personal information, and no dictionary words) even if our system permits simple Access Credentials. Your Access Credentials are personal to you, and you must not share them with, and/or authorize or permit access or use thereof by, any other person. You will ensure that you exit from your account at the end of each session. You have and will retain sole responsibility for: (a) the security and use of your Access Credentials; and (b) all access to and use of the Software directly or indirectly by or through your systems or your Access Credentials, with or without your knowledge or consent, including all results obtained from, and all conclusions, decisions and actions based on, such access or use. You will notify us immediately of any unauthorized access to or use of your Access Credentials or any other breach of security. We have the right to disable any Access Credentials, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated these Terms. You are responsible for maintaining the confidentiality and security of your accounts and for all activities that occur under your accounts. You must promptly notify us of any actual or suspected unauthorized use or security breach. We may require multi-factor authentication or other security measures.
7. Your Systems; Technical Requirements. You will and are responsible for: (a) obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Software, including modems, hardware, servers, software, operating systems, networking, web servers, mobile devices and the like (collectively, “Your Systems”); (b) maintaining the security of all of Your Systems; (c) all uses of your account(s) or Your Systems by your representatives; and (d) acquiring any third party rights, licenses, or consents necessary to connect to, integrate with, access or otherwise use the Software or any feature, functionality or tool thereof, in whole or in part. You acknowledge and agree that failure to obtain and maintain Your Systems, to meet any applicable technical requirements of or relating to the Software, or to obtain any necessary third-party rights, licenses, or consents, may cause the Software to (in whole or in part) be unavailable, or function ineffectively or inappropriately. We will in no event be responsible for any downtime, losses, failures or liabilities that arise as a result of your failure to comply with the requirements set forth in this Section. You acknowledge that use of the Software requires one or more compatible devices (messaging rates may apply), Internet access (fees may apply), and certain software (fees may apply), and may require obtaining updates or upgrades from time to time. High speed Internet access is recommended. You acknowledge and agree that compliance with the requirements set forth in this Section, which may be changed from time to time, are your responsibility.
8. Customer Support and Interruptions. We will use commercially reasonable efforts to provide you with technical support for the Software consistent with our customer support policies in effect from time to time. We will have no obligation to provide technical support for Software issues caused by: scheduled or planned maintenance; factors outside of our reasonable control; use of the Software that is in violation of these Terms (or the Terms of Service); force majeure events, including acts of war, acts of God, natural disaster, pandemic, epidemic, health crisis, government act, utility outages, denial of service attacks, failure of communication lines or the internet, the occurrence of vulnerabilities or exploits which could not have been avoided with commercially reasonable care; your network, technology, hardware and other systems; any third-party equipment, software, or technology; combination, operation, or use of the Software in or with any technology (including any software, hardware, firmware, system, or network) or service not provided by us; your or any third party’s negligence, abuse, misapplication, misuse, or manipulation of or damage to the Software or any of your materials in any respect; or use of older versions of the Software (or failure to implement any Maintenance Release), web browsers or operating systems or platforms into which the Software will be integrated. We will use commercially reasonable efforts to maintain the availability of the Software and to prevent and minimize interruptions. You acknowledge and agree that certain events and conditions are inherent in the use of technology, third‑party platforms, and the internet and are outside our reasonable control, including hosting or cloud service providers and failures or delays by Third‑Party Service Providers. Accordingly, the Software may be subject to limitations, interruptions, delays, and other problems inherent in such systems, and we do not warrant or guarantee uninterrupted, timely, or error‑free operation. We will use commercially reasonable efforts to promptly restore the Software following any interruption that is within our reasonable control.
9. Updates and New Features. We may from time to time make or issue updates, upgrades, releases, or other adaptations or modifications of the Software in whole or in part (collectively, “Maintenance Releases”). We may also make one or more new versions, features or modules of the Software (in whole or in part) (collectively, “New Features”) available to you under the terms and conditions of these Terms. Maintenance Releases or any New Features made available to you (if any) will constitute a part of the Software for purposes of these Terms. For the avoidance of doubt, we reserve the right to offer any Maintenance Releases or New Features subject to our then current, commercial pricing for the same. If any Maintenance Release or New Feature requires for its proper and effective use the modification of certain Software settings, your content or any other accommodation, affirmative action or update on your part (any such modification, accommodation or affirmative action on your part, “Accommodations”), then we will notate such Accommodations in the relevant release note for such Maintenance Release or New Feature, if and as applicable. You acknowledge and agree that certain Maintenance Releases or New Features may require professional services for purposes of installation, configuration, or implementation, which will be subject to your payment of our applicable professional services fees then in effect.
10. Beta Features and Open Source. We may provide access to beta, preview, or experimental features (“Beta Features”) in our discretion. Beta Features are provided “as is,” may be modified or discontinued at any time, and may be subject to additional terms. The Software may include or be distributed with open-source software components governed by their own licenses and to the extent of any conflict with these Terms, the open-source licenses control solely with respect to those components.
11. Third-Party Services. You acknowledge and agree that: (a) one or more of the functionalities or services available on or via the Software are (or will be) made available by third parties (“Third-Party Service Providers” and such functionalities or services, “Third-Party Services”); (b) the Software relies on API integration for certain features and functions, but that API integration has its own inherent level of unpredictability and inconsistency that is out of our control, and that as such we will have no liability for downtime caused by API integration failures; (c) Third-Party Service Providers may impose restrictions on use of the particular Third-Party Service, in addition to other terms and conditions, including those set forth in any applicable terms and conditions agreed to by or otherwise made available to you (collectively, “Third-Party Requirements”); (d) you are solely responsible for compliance with, and will ensure that all users accessing the Software through your account comply with, all Third-Party Requirements; and (e) we may at any time terminate or discontinue any Third-Party Services, including as a result of termination of our relationship with the applicable Third-Party Service Provider. We do not control, and we are not responsible for, Third-Party Services, including their availability, security, or content. We may disable integrations that pose a security, legal, or operational risk. ALL THIRD-PARTY SERVICES INCLUDED IN THE SOFTWARE ARE PROVIDED “AS IS” AND SUBJECT TO ANY APPLICABLE THIRD-PARTY SERVICE PROVIDER TERMS AND CONDITIONS. ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY SERVICE IS STRICTLY BETWEEN YOU AND THE THIRD-PARTY SERVICE PROVIDER. WE ARE NOT RESPONSIBLE FOR, AND DISCLAIM ALL LIABILITY FROM, ANY DISRUPTION, DELAY, INTERFERENCE WITH, OR UNAVAILABILITY OF THE SERVICES CAUSED BY CIRCUMSTANCES OUTSIDE OF OUR CONTROL, INCLUDING THIRD-PARTY SERVICE PROVIDERS (SUCH AS HOSTING, CLOUD, OR NETWORK PROVIDERS), INTERNET OR TELECOMMUNICATIONS FAILURES, OR POWER OUTAGES.
12. Data; Privacy; Security. 
    1. You retain all rights in Your Data, subject to the licenses granted in these Terms. You acknowledge that you provide Your Data at your own risk. To the extent we process personal data on your behalf, such processing will be subject to our Privacy Policy. While we maintain commercially reasonable administrative, technical, and organizational measures designed to protect the security, confidentiality, and integrity of Your Data, no system or transmission over the internet is completely secure or error-free, and we do not represent, warrant, or guarantee that the Software or the AI Features or Outputs (each as defined below) or any related systems will be free from vulnerabilities, security incidents, or unauthorized access or disclosure. You are responsible for configuring the Software appropriately and for securing your systems and networks. You are responsible for obtaining and maintaining all necessary consents, permissions, notices, and rights to provide Your Data to us. You must promptly notify us of any suspected misuse or security incident related to your use of the Software and cooperate in remediation.
    2. Notwithstanding anything to the contrary, and to the extent not prohibited by Law, we will have the right to collect, analyze and store your content, materials, and data provided by you or your users to us, and other information relating to the provision, use and performance of various aspects of the Software, and we will be free (during and after the term of these Terms) to: (a) use such information and data to improve and enhance the Software (in whole or in part) and for other development, diagnostic and corrective purposes in connection with the Software or our other product or service offerings; and (b) use and disclose such information and data solely in aggregate or other de- identified form in connection with our business without disclosing your identity, or the identity of any of your users (collectively, “Aggregated Data”). No rights or licenses are granted except as expressly set forth herein.
    3. If you provide suggestions, ideas, or feedback regarding the Software (“Feedback”), you grant us a perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, modify, distribute, and exploit the Feedback without restriction or attribution.
13. Artificial Intelligence. You acknowledge and agree that the Software may include functionalities or generate reports using artificial intelligence, machine learning, large language models, generative models, or similar technologies to generate, transform, translate, analyze, or otherwise process inputs, information, or data (collectively, “AI Features”) and, accordingly, the Software may provide results, translations, recommendations, content, code, text, or other materials produced by AI Features (collectively, “Outputs”). Certain translations of reports, content, or materials may be generated or assisted by artificial intelligence technologies and these translations are provided for convenience only and may contain errors or inaccuracies. Without limiting or altering the other disclaimers in these Terms (or the Terms of Service), you acknowledge and agree that: (a) AI Features and Outputs are provided solely for general informational purposes, AI Features and Outputs do not constitute legal, tax, financial, or other professional advice or services, and you remain solely responsible for evaluating the accuracy, appropriateness, and legality of any Outputs and for obtaining any professional or expert advice as needed; (b) AI models may produce incorrect, incomplete, misleading, or otherwise unreliable Outputs and we do not guarantee that AI Features or Outputs are accurate, current, free from bias, or free of errors; (c) you are solely responsible for verifying Outputs through human review, testing, or other appropriate validation prior to using or relying on them and we disclaim liability for any decisions or actions taken by you or any third party based on AI Features or Outputs, and you assume all risk for such uses and must implement appropriate human review and controls; (d) you are solely responsible for compliance with laws and regulations applicable to your use of AI Features and Outputs, including data protection, employment, consumer protection, intellectual property, export controls, sanctions, and sector-specific rules, and we do not represent or warrant that AI Features or Outputs comply with any particular jurisdictional or sector-specific requirements; and (e) AI Features may rely on third-party models or services and your use of such features may be subject to additional terms and privacy practices of those third parties.
14. Suspension and Termination of Your Access to the Software. Your right to access and use the Software will terminate immediately if or when your subscription is cancelled, terminated, or expired as set forth in these Terms or the Terms of Service. We may, directly or indirectly, and by any lawful means (including any disabling device), terminate, suspend or otherwise deny your or any of your users’ access or license to, or use of, all or any part of the Software, without incurring any resulting obligation or liability, if: (a) we believe, in our sole and absolute discretion, that you or any of your users: (i) has failed to comply with any term of these Terms (or the Terms of Service); (ii) has accessed or used the Software beyond the scope of the authorization granted or for a purpose not authorized or intended under these Terms (or the Terms of Service) or in any manner that does not comply with any of our instructions or requirements; or (iii) is, has been, or is likely to be involved in any fraudulent, misleading, unlawful or unethical activities, or in any activity that could reflect poorly on us or our customers, or negatively impair our or their goodwill (in each case, in our sole and absolute discretion); (b) your subscription to the Software, or that of our customer with respect to which you are acting, is terminated or expires; (c) we deem it necessary or desirable in order to prevent, mitigate or address a material security issue; or (d) we receive a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires us to do so. This paragraph does not limit any of our other rights or remedies whatsoever, including any rights or remedies at law, in equity or under these Terms or the Terms of Service.
15. Indemnification. You, at your own expense, shall indemnify, defend and hold harmless us (and our members, managers, officers, directors, employees, agents, representatives, shareholders, attorneys and affiliates) against any and all claims, losses, damages, judgments, liabilities, costs, and expenses (including attorneys’ fees) arising from or relating to: (a) any of Your Data, including any use, disclosure or storage of the same by us or on our behalf as set forth in these Terms; (b) our compliance with any specifications or directions provided by you or on your behalf; (c) your failure to comply with your obligations, covenants, and representations set forth in these Terms (or the Terms of Service); or (d) your access or use of the Software, including your use of AI Features or Outputs.
16. Equitable Remedies. You acknowledge that we may be irreparably damaged if these Terms are not specifically enforced, and damages at law would be an inadequate remedy. Therefore, notwithstanding the Arbitration Agreement set forth in these Terms, in the event of a breach or threatened breach of any provision of these Terms by you, we will be entitled, in addition to all rights and remedies, to an injunction restraining such breach or threatened breach, without being required to show any actual damage or to post an injunction bond, or to a decree for specific performance of the provisions of these Terms. You agree that we may bring any action or proceeding with regard to such injunction restraining such breach or threatened breach in the courts of record of Hillsborough County, Florida. You consent to the exclusive jurisdiction of such court and waive any objection to the laying of venue of any such action or proceeding in such court. We may affect service of any court paper on you by mail or in such other manner as may be provided under applicable laws, regulations, rules of procedure or local rules.
17. Force Majeure. We shall be excused from performance of our obligations for any period and the time of performance shall be extended as reasonably necessary under the circumstances, to the extent that we are prevented from performing, in whole or in part, our obligations under these Terms, as a result of acts of God, any governmental authority, war, civil disturbance, court order, labor dispute, epidemic, pandemic, health crisis, government action or lockdown, or any other cause beyond our reasonable control, including hurricanes, inclement weather, and failures or fluctuations in electrical power, heat, light, telecommunication equipment or lines or any other equipment.
18. Compliance with Laws. You acknowledge and agree that the Software does not guaranty your compliance with applicable Laws, and that your compliance with applicable Laws, is ultimately your sole and exclusive responsibility. Without limiting the generality of the foregoing, you acknowledge that we do not and will not provide any legal advice, and that any feedback, content or materials provided by us as part of or in connection with the Software or our other services does not constitute legal or other professional advice, and that you are solely responsible for determining the legality, validity and enforceability of all of your materials, content and data, your use of the Software, and the accuracy, accessibility, safety and reliability of any language contained within all of your materials, content or data or the results of your use of the Software.
19. DISCLAIMERS AND LIMITATION ON LIABILITY. 
    1. THE SOFTWARE, DOCUMENTATION, AND ANY RELATED OR ADDITIONAL SERVICES PROVIDED BY US OR ON OUR BEHALF ARE PROVIDED “AS IS.” WE AND OUR LICENSORS, SUPPLIERS, AND SERVICE PROVIDERS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, AND EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SATISFACTORY QUALITY, OR ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
    2. WITHOUT LIMITING OR ALTERING ANY OTHER DISCLAIMER IN THESE TERMS OR THE TERMS OF SERVICE, WE MAKE NO WARRANTY OF ANY KIND THAT THE SOFTWARE (INCLUDING ANY RELATED OR SUPPORTING SERVICES), ANY AI FEATURES, ANY OUTPUTS, ANY PRODUCTS OR SERVICES OR RESULTS OF THE USE THEREOF, OR ANY SERVICE PROVIDER OR ITS PRODUCTS OR SERVICES, WILL: (I) MEET YOUR OR ANY OTHER PERSON’S (INCLUDING ANY OF YOUR CLIENTS’) REQUIREMENTS OR EXPECTATIONS; (II) OPERATE WITHOUT INTERRUPTION OR BE UNINTERRUPTED; (III) CONTINUE TO BE PROVIDED, IN WHOLE OR IN PART; (IV) ACHIEVE ANY INTENDED OR PARTICULAR RESULT, INCLUDING COMPLIANCE WITH ANY APPLICABLE LAWS OR REGULATORY REQUIREMENTS APPLICABLE TO YOU OR YOUR CLIENTS, IDENTIFICATION OF ANY OR ALL SECURITY VULNERABILITIES, SECURITY OF YOUR OR YOUR CLIENTS’ SYSTEMS (IN WHOLE OR IN PART), ANY BUG FIX, TECHNICAL WORKAROUND, OR ANY OTHER PROCESS OR RESULT; (V) BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES; OR (VI) BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, ERROR-FREE, OR SUITABLE FOR ANY PARTICULAR PURPOSE.
    3. ANY SUGGESTIONS, RECOMMENDATIONS, GUIDANCE, OR SIMILAR OUTPUTS GENERATED BY OR THROUGH THE SOFTWARE, INCLUDING ANY AI FEATURES, ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE DO NOT REPRESENT OR WARRANT, AND EXPRESSLY DISCLAIM ANY GUARANTEE, THAT THE SOFTWARE WILL IDENTIFY, DETECT, PREVENT, REMEDIATE, OR OTHERWISE ADDRESS ANY OR ALL SECURITY VULNERABILITIES, MISCONFIGURATIONS, THREATS, OR EXPOSURES IN YOUR OR YOUR CLIENTS’ SYSTEMS, APPLICATIONS, ENVIRONMENTS, OR NETWORKS, OR THAT ANY OUTPUT WILL BE SUITABLE FOR RELIANCE WITHOUT INDEPENDENT VERIFICATION. YOU REMAIN SOLELY RESPONSIBLE FOR EVALUATING AND VALIDATING ALL OUTPUTS AND FOR IMPLEMENTING AND MAINTAINING APPROPRIATE SECURITY MEASURES, CONTROLS, POLICIES, AND REMEDIATION ACTIVITIES.
    4. IN NO EVENT WILL WE OR ANY OF OUR LICENSORS, SERVICE PROVIDERS, OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, FOR ANY: (I) LOSS OF PRODUCTION, USE, BUSINESS, GOODWILL, REVENUE OR PROFIT OR DIMINUTION IN VALUE; (II) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE SERVICES; (III) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (IV) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
    5. THE TOAL AGGREGATE LIABILITY OF US AND OUR LICENSORS, SERVICE PROVIDERS, AND SUPPLIERS ARISING OUT OF OR RELATING TO THESE TERMS OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, WILL IN NO EVENT EXCEED: (A) IF YOU HAVE PAID US FOR THE SOFTWARE, THE LESSER OF (I) USD $5,000 OR (II) THE AMOUNTS ACTUALLY PAID BY YOU TO US FOR THE SOFTWARE DURING THE SIX MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) IF YOU HAVE NOT PAID US FOR USE OF THE SOFTWARE, USD $25.00. THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
20. Export Regulation. The Software and Documentation may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Software or Documentation to, or make the Software or Documentation accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by Law. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Software or Documentation available outside the US.
21. Backup. The Software is not designed or intended to function as your data repository, records archive, or backup. You will be solely responsible for performing the day-to-day tasks associated with creating archival or backup copies of Your Data and we will have no obligation or liability for any loss, alteration, destruction, damage, corruption, or recovery of any of the same.
22. Governing Law. These Terms and all transactions contemplated by these Terms shall be governed by, and construed and enforced in accordance with, the laws of the State of Florida. Neither any adoption of the Uniform Computer Information Transactions Act nor the U.N. Convention on the International Sale of Goods applies to these Terms or to the rights or duties of the parties under these Terms.
23. Dispute Resolution: Arbitration Agreement.  
    1. Arbitration Agreement. Please read this Section carefully. Except as these Terms otherwise provide, you waive your rights to try any claim in court before a judge or jury and to bring or participate in any class, collective, or other representative action. All disputes shall be resolved in the English language.
    2. Agreement to Binding Arbitration. Before initiating arbitration, you acknowledge and agree that you will first give us a reasonable opportunity to resolve your problem or dispute. This includes sending a written description of your problem or dispute to us including all relevant information or representations related to the Software and upon which you rely. You may seek to resolve any customer concerns through our support services at AccountManager@connectsecure.com. You agree to negotiate with us in good faith about your problem or dispute. If for some reason your problem or dispute is not resolved to your satisfaction within 30 days after our receipt of your written dispute, you agree to the dispute resolution provisions below.
       

       By agreeing to these Terms, you agree that you are required to resolve any claim that you may have against us in arbitration, as set forth in this Section. You and we agree that any disputes between us (including any disputes between you and any subcontractor or third-party agent of us) will be resolved through binding and final arbitration and not in a court. This requirement to arbitrate disputes between us includes any dispute, claim, or controversy arising out of or relating to: (i) any part of these Terms, including the existence, breach, termination, enforcement, interpretation, or validity of these Terms; (ii) the Software or its services; or (iii) the design, development, license, sale, or use of artificial intelligence (AI), machine learning, large language model, or generative AI systems, tools, or products. Such dispute or disputes shall be submitted to the American Arbitration Association (“AAA”) for individual arbitration. The place of arbitration shall be Hillsborough County, Florida. The arbitration shall be before one arbitrator.

       You and we agree that the arbitrator (“Arbitrator”)—and not any federal, state, or local court or agency—shall have exclusive authority to resolve any disputes relating to any issue concerning the extent to which any dispute is subject to arbitration, including disputes concerning the interpretation, applicability, enforceability, or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The Arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to the Arbitrator’s own jurisdiction, including objections with respect to the existence, scope, or validity of the arbitration agreement or the arbitrability of any claim or counterclaim, or whether these Terms are unconscionable or illusory, and any defense to arbitration, including waiver, delay, laches, or estoppel. For the avoidance of doubt, threshold or gateway issues relating to arbitration or arbitrability of any specific claim(s) shall be delegated to and resolved by the Arbitrator, without any need to refer such matters first to a court or other tribunal.

       By agreeing to individual arbitration, you understand and agree that you are waiving your right to maintain other available resolution processes, such as a court action or administrative proceeding, to resolve any disputes or claims.

    3. No Class Action. You and we each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. This means that you and we each agree to arbitrate in our individual capacities only, not as a representative of a class, a member of a class, or a private attorney general. Likewise, an Arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding.
    4. Rules and Governing Law. The arbitration shall be administered by the AAA in accordance with its rules applicable to the nature of the dispute at the time the arbitration is commenced. For disputes primarily of a business/commercial nature, the AAA Commercial Arbitration Rules shall apply; for disputes involving a consumer as defined by the AAA, the AAA Consumer Arbitration Rules shall apply. The version of the applicable AAA rules in effect when the arbitration is commenced will govern, except as modified by this Arbitration Agreement. If there is any conflict between the AAA rules and this Arbitration Agreement, this Arbitration Agreement will control. Notwithstanding any choice of law or other provision in these Terms, the parties agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”) will govern its interpretation and enforcement and proceedings pursuant thereto. It is the intent of the parties that, to the extent there is a conflict between the FAA and state law, the FAA shall preempt all state laws to the fullest extent permitted by law. The arbitration shall be governed by the laws of the State of Florida, without regard to its conflict of laws provisions.
    5. Arbitrator’s Decision. The Arbitrator will decide the substance of all claims exclusively in accordance with the laws of the State of Florida, including recognized principles of equity, and will honor all claims of privilege recognized by law. The Arbitrator may take whatever interim measures the Arbitrator deems necessary, including injunctive relief and measures for the protection or conservation of property. The Arbitrator will not be bound by rulings in prior arbitrations involving our other users but is bound by rulings in prior arbitrations involving the same user to the extent required by applicable law. Along with the award of the Arbitrator, the Arbitrator shall issue a reasoned written opinion sufficient to explain the essential findings of fact and conclusions of law on which the award is based. Judgment on the award rendered by the Arbitrator may be entered in any court having competent jurisdiction. This clause shall not preclude the parties from seeking provisional remedies in aid of arbitration from a court of competent jurisdiction. The Arbitrator’s decision shall be final and binding on all parties. Judgment on any award rendered by the Arbitrator is final, binding, and conclusive on you and us and your and our respective administrators, executors, legal representatives, successors, and assigns. Unless consented to in writing by both parties, all negotiations and the existence, content, and results of arbitration proceedings related to a dispute (including a settlement, award, and the documents and briefs exchanged or produced during arbitration) are confidential and may not be disclosed by the parties except to the extent necessary for interim measures or conservatory relief, the enforcement of an arbitration award, or as required by law. Notwithstanding the foregoing, each party may share information related to negotiations and arbitration proceedings with its accounting professionals and legal counsel.
    6. Venue For Claims Not Subject to Arbitration. In the event that the Arbitrator or a court determines that any particular claim or dispute that has arisen must be resolved by a court instead of through arbitration, such claim or dispute shall be resolved exclusively by a state or federal court located in Hillsborough County, Florida. Under such circumstances, you and we will submit to the personal jurisdiction of the state or federal courts located within Hillsborough County, Florida, for the purpose of litigating all such particular claims or disputes.
    7. Fees. The Arbitrator may, and to the extent required by applicable law shall, award to the prevailing party its reasonable attorneys’ fees, expert fees, arbitration fees and expenses, and other costs of suit. Payment of all filing, administration, and Arbitrator fees will be governed by the AAA and, to the extent applicable, the AAA rules. Unless otherwise authorized by applicable law, each party shall bear its own attorneys’ fees and costs in the arbitration, except that the Arbitrator may award fees and costs if the Arbitrator determines that a claim or defense was frivolous, brought for an improper purpose, or pursued in bad faith. In addition, Federal Rule of Civil Procedure 68 is incorporated by reference and shall be applied and enforced by the Arbitrator to the fullest extent permitted by law. For purposes of Rule 68 as applied in the arbitration, the term “costs” shall include reasonable attorneys’ fees where recoverable by statute, contract, or other applicable law.
24. Miscellaneous. We may reject any files, data, or other materials you submit to the Software at any time, for any reason, in which case we will not be responsible for providing services related to such files, data, or materials. In the event of any direct conflict between the Terms of Service and these Terms, the Terms of Service will govern and control. The relationship of the parties pursuant to these Terms is that of independent contractors. You shall not assign your rights or obligations under these Terms without our prior written consent. Except as expressly stated in these Terms, no amendment, supplement, waiver, or other modification of these Terms is effective unless it is in a written instrument that specifically references these Terms and is signed by both parties. Our failure or delay in exercising or enforcing any right or provision of these Terms shall not constitute a waiver of such right or provision, nor shall any single or partial exercise preclude any other or further exercise of that or any other right or provision. The headings contained in these Terms are for convenience of reference only, are not to be considered a part of these Terms and shall not limit or otherwise affect in any way its meaning or interpretation. Except as expressly stated in these Terms, these Terms, together with any Order and any documents and policies incorporated herein by reference (including the Terms of Service), constitute the sole and entire agreement between you and us with respect to the subject matter hereof and supersede all prior and contemporaneous negotiations, understandings, agreements, representations, and warranties, whether written or oral, relating to such subject matter. If any provision of these Terms shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of these Terms, which shall remain in full force and effect. Unless the context requires otherwise: (a) “or” is used in the inclusive sense of “and/or”; and (b) the word “including” means “including, without limitation”.