NordLayer AI Scout Terms of Service

Effective from: September 1, 2026

Introduction
1. Terms. These terms (“Terms”) are between Nord Security Inc. (“we”, “us”, “our,” or “Nord Security”) and the organization agreeing to these Terms (“you” or “Customer”). Terms govern access to and use of the NordLayer AI Scout services, which include: (a) the web control panel ("Control Panel"); (b) managed browser extension and the desktop sensor, together with any installers, updates, configuration payloads, artifacts and/or other sensors we make available for deployment to devices (together, the "Client Software"); (c) integrations and documentation; and (d) any other NordLayer AI Scout services that Nord Security provides to Customer through software, applications, or otherwise, including NordLayer AI Scout website (collectively referred to as the "Services").
2. Binding Legal Agreement. Please note that these Terms constitute a binding legal agreement between you and Nord Security. By visiting the Website, registering for, installing, buying and (or) using the Services on any platform or device, you agree to be bound by these Terms. It is only under these Terms that Nord Security allows Customers to use the Services. If you do not agree to these Terms or any provisions hereof, please do not install and do not use our Services.
3. Authority to Bind. When you agree to the Terms for use of the Services by an entity, you are agreeing on behalf of that entity. You must have, and hereby confirm that you have, the authority to bind that entity to these Terms, otherwise, you must not sign up for the Services.
4. No Consumer Protection Laws. The Services are developed for businesses and organizations. To the maximum extent permitted by law, you hereby acknowledge and agree that you are not a consumer, and consumer protection laws are not applicable to these Terms.
5. Prohibited Uses. You are not allowed to connect to and use the Services if (a) you are a competitor of our business, (b) you are using our Services in order to gain information to be used for unfair competition against us, (c) if you have been or are prohibited to access the Services, and/or (d) if we suspended or closed your account due to any reason.
6. Additional Definitions. In these Terms:
  1. "Member" means an individual to whom Customer grants access to the Control Panel under a certain role.
  2. "Device" means an endpoint enrolled to the Customer's organization on which Client Software is installed.
  3. "Monitored Individual" means any individual whose use of a Monitored AI Service is observed, captured, scanned or recorded by the Client Software, whether or not that individual is a Member.
  4. "Monitored AI Service" means a third-party AI application, tool, model interface or agent (for example, a web AI chat service or a desktop AI coding tool) that the Client Software is configured to observe.
  5. "Captured Data" means all data the Services capture, derive, receive or store in connection with the use of a Monitored AI Service by a Monitored Individual or on a Device.
  6. "AI Features" means any functionality of the Services that uses a generative artificial-intelligence model to produce output for Customer, including the in-product Control Panel assistant and automated analysis of a captured record, and any successor or similar functionality.
Using the Services & Support
1. Services Use. During the Subscription Period, at your individual request and your sole discretion Nord Security will provide the Services for your exclusive use in accordance with these Terms and documentation.
2. Subscription Plans; Paid Features.
  (a) Plans. Customer accesses and uses the Services under the subscription plan it purchases. Customer's plan determines the functionality, entitlements and usage limits available to Customer, as set out in the documentation.
  (b) Paid Features. Depending on the plan selected, Customer may purchase optional additional features or modules for an additional fee.
3. Technical Support; Service Administration.
  (a) Technical Support. Nord Security will provide commercially reasonable technical support to Customer Members. For clarity, Nord Security’s support obligations do not apply to Third-Party Services or to Monitored AI Services. If the Customer purchased the Services through a managed service provider (“MSP”), such MSP shall be responsible for providing the first level of support to the Customer, and Nord Security shall provide the Customer only second-level support where the MSP cannot adequately respond to or support such Customer.
  (b) Service Administration. Customer may invite Members through the Control Panel and assign them one or more roles. The roles that may be assigned to a Member and the permissions attaching to each shall have the meanings given to them in the documentation.
  Each Customer must at all times have at least one Member holding the admin role. Admins are responsible for managing the organization’s billing, central security features, Member lists, role assignments, DLP policy, retention configuration, enrollment tokens, Devices, integrations and other settings affecting the whole organization. Nord Security may prevent the removal, demotion or disabling of the last remaining admin. The Customer warrants and represents that the assigned admin has the full authority to manage the Customer’s account and to configure the Services (including monitoring scope, enforcement actions and retention) on Customer's behalf. Due to security reasons, certain requests to manage the organization may only be raised by an admin, and any requests made by Members with insufficient privileges may be refused by Nord Security at its sole discretion.
  Nord Security is not responsible for internal management or administration of the Services for the Customer. Customer will, at its own expense, be responsible for providing support to its Members, Monitored Individuals and Devices regarding issues that are particular to their access to or deployment of the Services, such as, for example, managing Customer's Members, managing their permissions, resetting passwords, distributing and troubleshooting Client Software and managed configuration through Customer's own device-management tooling, or adjusting settings. Customer will use reasonable efforts to resolve any such support issues before escalating them to Nord Security and any requests to do so may be refused by Nord Security at its sole discretion.
4. Customer Obligations. Customer is responsible for (a) timely payment of all fees relating to Customer’s use of the Services; (b) administering all Members’ and Devices’ access to the Services and promptly notifying Nord Security of any unauthorized use of or access to the Services; (c) maintaining the confidentiality and security of passwords, enrollment tokens and accounts and managing access to the Control Panel and for restricting access to Captured Data to those Members with a legitimate need for it; (d) maintaining accurate and current account and contact information for each admin account; (e) ensuring that any and all use of the Services complies with these Terms and applicable laws; (f) configuring the Services in a manner appropriate to Customer's own legal, security and employment obligations; and (g) each custom detector Customer creates, including its pattern, its scope and its effect on Devices and on the Monitored Individuals using them.
5. Restricted Uses. Customer will not, and will ensure that Members, Monitored Individuals or its affiliates do not: (a) offer for sale or lease, sell, resell or lease access to the Services; (b) attempt to reverse engineer the Services or any software or other components used therein or assist anyone else in doing so; (c) use the Services in a manner or under circumstances where use or failure of the Services could lead to death, personal injury or physical damage; or (d) use the Services in a manner that would violate applicable laws; (e) attempt to create a substitute or similar service through the use of, or access to, the Services; (f) violate general ethic or moral norms, good customs and fair conduct norms; (g) install, deploy or enable Client Software on any device that Customer does not own, lawfully manage or otherwise have the right to configure for this purpose; (h) modify, repackage, re-sign, decompile or tamper with the Client Software, its update mechanism or its signed manifests, or distribute it other than to Customer's own Devices; (i) use the Services, or any Captured Data, in breach of Clause 2.12 (Prohibited Monitoring Uses); (j) use the Services, or any Captured Data, as spyware or stalkerware, to surveil any individual in a personal, domestic or household capacity, or to obtain or attempt to obtain the confidential information or trade secrets of another organisation, including by monitoring an individual outside Customer's workforce and authorised user population, or (k) otherwise infringe or circumvent these Terms.
6. Usage Limitations. The Services are subject to the following limitations, as further described in the documentation and in Customer's plan or insertion order:
  (a) Devices and enrollment tokens. Customer is solely responsible for the distribution, storage and revocation of its Device enrollment tokens; an enrollment token permits Device enrollment and telemetry submission only, and does not create Control Panel accounts or grant administrative roles.
  (b) Third Party Services. Usage limitations for Third-Party Services are described in the Third-Party Terms.
  (c) Conversation Limit. The Service supports up to 1 million AI conversations per year. Higher volumes may be charged extra.
7. Compliance with Laws. Nord Security does not tolerate any unlawful, illicit, criminal, or fraudulent activities perpetrated by using the Services. Customers retain exclusive control over the selection of Monitored Individuals and Devices that are monitored using the Services, over the scope and configuration of that monitoring, and are solely responsible for any actions taken by their Members in connection with their use of the Services. Customers shall comply with laws and regulations applicable to their use of the Services, including employment, works council / employee consultation, privacy, data protection, confidentiality and other applicable laws in every jurisdiction in which a Monitored Individual or Device is located. Customers shall not take any action that would cause Nord Security to violate any applicable laws. Nord Security shall not be liable in any way or form for any actions done by its Customers while using the Services, including criminal liability and civil liability, for harm executed, intended or otherwise.
8. Export and Sanctions Compliance. Customer represents and warrants that, throughout the entire duration these Terms apply, neither it nor any of its direct or indirect shareholders, beneficiaries, principals, executives, employees, agents, Members or Monitored Individuals are (i) subject, directly or indirectly, to any sanctions or restrictive measures administered or enforced by the United Nations, the United States of America, the European Union and/or its Member States, the United Kingdom, or any other applicable governmental authority (collectively, “Sanctions”), nor (ii) located, organized, or resident in any country or region that is subject to comprehensive Sanctions or embargoes, including but not limited to Belarus, Cuba, Iran, North Korea, Russia, Syria, or the restricted regions of Ukraine.
  Customer further acknowledges that the export, re-export, transfer, or use of the Services and related technologies (“Controlled Items”) may be subject to export control and sanctions laws of the United States, the European Union, its Member States, and any other applicable jurisdiction. Customer agrees to comply fully with all such laws and regulations, including not exporting, re-exporting, or otherwise transferring any Controlled Items (a) to any prohibited country, entity, or individual without obtaining any required government authorizations or (b) in violation of applicable sanctions or export control laws. Customer also agrees to inform Nord Security immediately in writing if it or any party listed in this clause becomes subject to Sanctions or if any of the representations or warranties made in this clause are no longer accurate.
  In the event of any breach of this clause, Nord Security reserves the right to suspend or terminate the Services immediately and without prior notice. Any such breach will be considered a material violation of these Terms.
9. Nature of the Services; Detection and Enforcement Limitations. Customer acknowledges and agrees that:
  (a) Visibility tool. The Service is a detection, visibility and audit tool. Service may not prevent data loss, may not secure Customer's data or systems, and are not a substitute for Customer's own security controls, policies, training or supervision.
  (b) Detection is probabilistic and may be incomplete. Scanning uses techniques, such as, pattern detectors, and, where and when made available, machine learning classification. Detection is inherently imperfect; it may produce false positives and false negatives, it may not detect all sensitive data, and detection coverage varies by category, language, format and Monitored AI Service. Nord Security does not warrant that any particular item of sensitive data, secret, credential or personal data will be detected, classified correctly, or attributed to the correct individual.
  (c) Pre-submit enforcement is limited. Where Customer configures On match category with a pre-submit action of warn, auto-redact or block, that action is applied only on supported Monitored AI Services, and only where the Monitored AI Service and the Device permit enforcement. Enforcement may fail to trigger or may trigger where a submission is legitimate, and may delay or prevent a Monitored Individual's work. Customer selects its enforcement configuration and accepts the operational consequences of that choice.
  (d) Observation is post-hoc where enforcement is not configured. For categories configured to detect only, capture occurs after the submission has left the Device or after the relevant AI application has written it to local storage. The Services cannot recall, delete or remediate content already transmitted to a Monitored AI Service.
  (e) Risk scoring is an aid only. Risk levels, risk signals, activity digests, adoption metrics are computed from captured commands, file paths, tool calls and findings. They are indicative only, are not findings of fact or wrongdoing, and must not be treated as a verdict. Customer must not use any output of the Services as the sole basis for any decision producing legal effects for, or otherwise significantly affecting, an individual, including any disciplinary, employment, access-revocation or reporting decision; any such decision requires meaningful human review by Customer.
  (f) Audit records. Nord Security makes no representation as to the completeness, evidential weight or admissibility in any proceeding of the audit trail, Captured Data or exports generated by the Service.
10. Deployment on Devices; Managed Configuration. Client Software is deployed by Customer, at Customer's direction, to Devices. Customer represents, warrants and undertakes that: (a) it owns, lawfully manages, or has all rights and authority necessary to install, configure, update and operate the Client Software on each Device, including where the Device is enrolled through Customer's device-management ("MDM"), browser-policy, registry, configuration-profile or force-install tooling; (b) it will not deploy Client Software to a personal or otherwise non-Customer-managed device unless Customer has established a lawful basis and given any notices legally required for doing so; (c) it is solely responsible for its own MDM, browser-management and endpoint configuration, for the correctness of the enrollment token and identity values it distributes, and for any effect its policies have on other software or policies on the Device; (d) removal, disabling, blocking or non-installation of Client Software, absence of required operating-system, browser or filesystem permissions, and similar changes or restrictions in the Customer environment may result in gaps in capture, detection and enforcement, for which Nord Security is not responsible.
11. Monitoring Responsibility; No Employee-Facing Notice. The Services capture information about Monitored Individual’s use of AI tools. Customer is solely responsible for determining that its monitoring is lawful, necessary and proportionate in each jurisdiction in which a Monitored Individual or Device is located, and for giving any notices, obtaining any consents, carrying out any assessments and completing any consultation with works councils, employee representatives or trade unions that applicable law requires before and during its use of the Services. Customer may not deploy Client Software until notice, consent and/or consultation procedures have been completed in accordance with local laws, where applicable. Customer specifically acknowledges that the Client Software provides no notice, consent, transparency, opt-out or pause function to a Monitored Individual; that it is designed to operate without user interaction and to be inconspicuous on the Device, and does not identify itself as the Service in the operating system's process, service or application listings.
12. Prohibited Monitoring Uses. Customer will not, and will not permit any Member to, use the Services or any Captured Data: (a) to monitor an individual covertly where notice, consultation or consent is required by applicable law, or in breach of any applicable law; (b) to infer, or attempt to infer, the emotions, mental state, health, sexual orientation, religious or philosophical beliefs, trade-union membership or other special-category characteristics of an individual, or to construct any general-purpose scoring of individuals for purposes unrelated to information security and AI-usage governance; (c) to target, penalize or surveil an individual by reason of protected activity, including trade-union activity, whistleblowing, a lawful complaint, or the exercise of a legal right; (d) to monitor individuals who are not part of Customer's workforce or authorised user population, or Devices outside Customer's lawful management; or (e) to create a profile, dataset or model derived from Captured Data for any purpose other than Customer's own information security, data protection and AI-governance purposes.
13. Retention, Storage Caps and Export. The Services are not a backup, archive or system of record. Customer acknowledges that: (a) Captured Data is retained subject to the stored-record cap and retention period applicable to Customer's plan; and (b) if Customer requires longer or independent retention, Customer is responsible for exporting Captured Data (for example by CSV export or a SIEM integration) and retaining it in its own systems, (c) retention described as "unlimited" on a paid plan remains subject to a technical ceiling, fair-use limits and reasonable ingestion rate limits, in each case as we may apply from time to time.
14. Self-Hosted Deployment. Where Nord Security agrees to make the Services available for deployment in Customer's own environment ("Self-Hosted Deployment"), these Terms apply to the extent applicable, and: (a) Nord Security grants Customer a non-exclusive, non-transferable, non-sublicensable license to install and operate the server components solely for Customer's internal use during the Subscription Period; (b) Customer is solely responsible for the provisioning, hosting, configuration, security, availability, monitoring, backup and disaster recovery of that environment, and for applying updates within the support window Nord Security specifies; (c) Nord Security has no liability for the availability, security or integrity of a Self-Hosted Deployment or the data within it; and (d) Customer will not permit access to the server components by any third party other than a contractor acting on Customer's behalf and bound by equivalent obligations.
15. AI Features. Where Nord Security makes AI Features available and Customer enables them, Customer acknowledges and agrees that:
  (a) Customer controls activation and scope. AI Features are disabled by default. Customer determines whether to enable them, which Members may use them, and sets other configurations. Enabling AI Features, and each increase in that scope, is Customer's instruction to Nord Security.
  (b) Content is processed by a third-party model provider. When AI Features are used, the Captured Data within the scope Customer has selected is transmitted to and processed by a third-party generative-AI model provider that Nord Security designates. Nord Security may change that provider or the models used at any time.
  (c) Output is probabilistic and is not advice. Output of AI Features may be incomplete, inaccurate or misleading, may misdescribe the underlying data, and is not a finding of fact, a determination about any individual, or legal, employment, security, legal or compliance advice.
  (d) Proposed changes require Customer's approval. AI Features may propose changes to Customer's organization, including to its policy, custom detectors, policy profiles, Members, role assignments, device identities and integrations. An approval given by a Member is Customer's act, and Customer is responsible for the consequences.
  (e) Captured data; No Model Training. As between the parties, Customer retains all right, title and interest in Captured Data. Nord Security will not use Captured Data to train any AI model.
Intellectual Property Rights
1. Ownership. By accessing and using the Website and by using the Services, you accept and acknowledge, as between you and Nord Security, the Services, including, but not limited to, the appearance, content, selection, assembly and functionality, the detection rules, detector taxonomy, classification models, risk-scoring logic, analytics methodologies, and any other parts or specifics of the Website and the Services, are owned solely by Nord Security and its licensors (whether the specific content is individually protected by copyright or other intellectual property rights or not). Third-Party Services are owned by the applicable Third-Party Service providers and their licensors.
2. License Grant. We grant you a non-exclusive, revocable, non-transferable, non-sublicensable worldwide license to install and operate the Client Software on Devices and use Control Panel during the Subscription Period, solely in connection with the Services and in accordance with these Terms and the documentation. Third-Party Products may be used in accordance with the applicable Third-Party Terms.
3. No IP Assignment. Except as expressly set forth herein, these Terms do not grant either party any rights, implied or otherwise, to the other's intellectual property. No title to or ownership of or any other rights in or to the Services or any software provided by Nord Security to access or use the Services is transferred to Customer under these Terms.
4. Name and Trademarks. Customer hereby grants to Nord Security a non-exclusive, irrevocable, perpetual, worldwide, royalty-free license to use (including but not limited to reproduce, modify, and make available online) Customer’s name, primary logo, or other trademarks solely for the purpose of identifying you as our Customer, with or without your testimonials and without any other restrictions. Rights granted in the previous sentence include but are not limited to our right to include you in any case study and/or customer list on our website, application, or otherwise. This information shall not be deemed Confidential Information.
5. Feedback. You hereby grant us a perpetual, irrevocable, worldwide license to use any Feedback you communicate to us during the Subscription Period, without compensation, without any obligation to report on such use, and without any other restriction. “Feedback” refers to any suggestion, comment, recommendation, or idea arising out or in connection with the performance of these Terms, including without limitation all intellectual property rights in any such suggestion, comment, recommendation, or idea.
Third Parties
1. Third-Party Requests. Customer acknowledges and agrees that it is responsible for responding to a request from a third party for records relating to Customer's or a Monitored Individual’s use of the Services or for Captured Data (including but not limited to criminal or civil subpoenas or other legal process requesting Customer, Member or Monitored Individual Information) ("Third-Party Request"). If Nord Security receives a Third-Party Request, Nord Security will, to the extent allowed by law and by terms of the Third-Party Request, direct the third party to Customer to pursue the Third-Party Request. Nord Security retains the right to respond to Third-Party Requests for Customer information where Nord Security determines, in its sole discretion, that it is required by law to comply with such a Third-Party Request.
2. Third-Party Integrations. The Services may allow you to access third-party services through an integration. You acknowledge and agree that if you access or otherwise interact with third-party services (such as Single Sign-On (SSO), SIEM and/or other integrations), you do so at your own risk. Nord Security does not license any intellectual property to you as part of any third-party integrations. You agree to assume all risk and liability arising from your use of these third-party services and that Nord Security is not responsible for any issues arising from your use of them. Nord Security is not responsible or liable to you or others for information or services provided by third-party services. You are responsible for complying with all terms, conditions, and policies imposed by the third-party service provider. Any third-party service terms do not modify these Terms. We cannot guarantee the continued availability of integrations of third-party services with the Services and may cease providing integration with a third-party service without entitling you to any refund, credit, or other compensation, if, for example, and without limitation, the provider of a third-party service ceases to make the third-party service available for integration with the Services in a manner acceptable to us.
3. Purchase Through Authorized Partners. Customers may purchase the Services through authorized partners, such as distributors, MSPs, or resellers (“Authorized Partner”). If a Customer purchased the Services through an Authorized Partner, then (a) payment obligations related thereto shall be between the Customer and the Authorized Partner and not Nord Security, (b) Customer will have no direct payment obligations to Nord Security, (c) Customer’s use of the Services is subject to these Terms. Nord Security may terminate these Terms (including the Customer’s right to use the Services) if: (1) the Customer breaches any of its payment obligations to the Authorized Partner relating to these Terms, (2) Nord Security does not receive payment for Customer’s use of the Services from the Authorized Partner, and/or (3) in other cases established in these Terms. Any terms agreed between Customer and the Authorized Partner that are in addition to or inconsistent with these Terms are solely between Customer and the Authorized Partner. No agreement between Customer and an Authorized Partner is binding on Nord Security, nor will it have any force or effect with respect to the use of the Services.
4. Third-Party Services. Customer acknowledges and agrees that Nord Security uses third-party service providers (including but not limited to server providers) to provide the Services and will not be held liable for third-party service providers’ actions or inaction beyond reasonable Nord Security control.
5. Purchase of Third-Party Services through Nord Security. We may enable you to purchase or access products or services, including subscriptions, provided by third parties (each, a “Third-Party Service”). Any purchase or use of a Third-Party Service is subject to the applicable Third-Party Service provider’s terms, policies, and documentation (“Third-Party Terms”), and you are responsible for reviewing and complying with such Third-Party Terms. These Terms apply mutatis mutandis to your purchase of Third-Party Services. Third-Party Terms apply to the operation and use of the applicable Third-Party Service and do not amend these Terms. If there is a conflict between these Terms and the Third-Party Terms, the Third-Party Terms will control with respect to the operation and use of that Third-Party Service only, and these Terms will control with respect to purchase of the Third-Party Service, such as orders, pricing, invoicing, payment, renewal, cancellation and similar.
  Third-Party Service may require creation of an account with the Third-Party Service provider, and/or configuration outside of the Service. If the Third-Party Service provider does not activate the licences, Nord Security will provide a refund.
  Third-Party Services are provided by the applicable Third-Party Service provider, which is solely responsible for the performance of the Third-Party Service and its support, security and legal compliance. Nord Security does not control and is not responsible for the Third-Party Service. To the maximum extent permitted by applicable law, Nord Security makes no warranties and disclaims all liability arising out of or related to Third-Party Service. To the extent Nord Security has any liability in connection with Third-Party Services that cannot be excluded, such liability will be subject to and limited by Section 11 (Limitation of Liability) as if a claim relating to a Third-Party Service were a claim under these Terms.
6. Monitored AI Services. Monitored AI Services are provided by independent third parties and are not part of the Services. Any name, mark or logo of a Monitored AI Service is used solely to identify the tool with which the Services interoperate. In particular:
  (a) Customer's use of a Monitored AI Service is governed solely by Customer's own agreement with that provider. Customer is responsible for ensuring that its deployment and configuration of the Services alongside a Monitored AI Service, including any interception, observation, redaction or blocking of submissions, does not breach that agreement or that provider's terms of use.
  (b) The list of Monitored AI Services, and the scope of Service for each may change at any time. A provider's product, interface, protocol or API changes may reduce, interrupt or end capture or enforcement for that service, with or without notice. Nord Security does not warrant continued support for any particular Monitored AI Service and has no liability for coverage gaps arising from such changes.
  (c) Monitored AI Service may be supported for identification and reporting without being supported for capture or for enforcement, and the level of support for any particular tool may differ between the browser extension and the desktop sensor.
  (d) Nord Security has no responsibility for the availability, security, accuracy, output or data-handling practices of any Monitored AI Service, or for any content a Monitored Individual submits to it.
7. Customer-Directed Integrations and Outbound Data Export. Where Customer configures an integration that transmits Captured Data or alerts out of the Services, including a SIEM export, email or a webhook destination, Customer instructs Nord Security to make that transmission and is solely responsible for the selection, security, access control and lawful use of the destination; the accuracy of the endpoint and credentials it supplies; and any onward processing at the destination. Captured Data transmitted to a Customer-nominated destination leaves Nord Security's control, and Nord Security is not liable for it thereafter. Notifications and exports are provided on a reasonable efforts basis. Nord Security does not warrant that any alert or exported event will be delivered, delivered within any particular time, delivered only once, or delivered at all where the destination is unavailable or rejects it.
Payment Terms
1. TIMELY PAYMENT. CUSTOMER ACKNOWLEDGES THAT CUSTOMER AND ITS MEMBERS MAY LOSE ACCESS TO THE SERVICES WITH IMMEDIATE EFFECT IN THE EVENT THAT CUSTOMER FAILS TO PROVIDE TIMELY PAYMENT.
2. Payment Term. All our paid Services are subscribed on a service period basis. Customer chooses the service period and the payment method when signing up for the Services. In case it is technologically available depending on the selected payment method, subscription to the Services and, therefore, payments will be recurring, meaning that your chosen payment method will be charged at the beginning of each new Subscription Period, repeating the length of the previous service period, unless you decide to cancel your subscription for the Services. By submitting your payment details to make a purchase of the Services, you express your consent for the automatic renewal of the Services. Fees are non-refundable except as required by law or as otherwise specifically permitted in these Terms.
3. Taxes. Any fees charged by us are exclusive of taxes. We may calculate and add any taxes and/or additional fees, including, but not limited to, sales tax, value-added tax, and other taxes or fees under laws applicable to you. Such taxes and fees will be calculated according to the billing information provided by you to Nord Security at the time of purchase. You are responsible for ensuring that the billing and tax information you provide is accurate and up-to-date. If we determine that the tax information you provided is incorrect, we reserve the right to charge you for any unpaid or missing taxes resulting from the inaccuracy. If you fail to remit payment for the outstanding taxes within the specified timeframe, we may suspend your account in accordance with Clause 5.1 above.
  Each party shall be responsible for paying all local, state, federal, or foreign taxes, duties, or levies due in relation to amounts collected by it. All payments to be made under these Terms shall be free and clear of any and all taxes, levies, duties, imports, fees, or other charges. Where any sum due to be paid hereunder is subject to any withholding tax, Customer may be entitled to deduct it from the amount payable to Nord Security under the condition that it duly provides Nord Security with the proper required certificate and shall take all other actions to enable Nord Security to take advantage of any applicable double taxation agreement or treaty.
4. Payments by Third Parties. All fees for the Services rendered under these Terms must be paid directly by the Customer. Third-party payments will not be accepted without the prior written approval of Nord Security.
5. Recurring Payments. When you purchase the Services on a subscription basis (e.g., monthly, annually, or otherwise), you agree that (i) the Services will auto-renew until you cancel them, (ii) you are authorizing recurring payments, (iii) payments will be made to Nord Security by the method and at the recurring intervals you have agreed to, (iv) you will be charged, and you will have an obligation to pay the then-current price of the Services valid at the time of your renewal unless agreed otherwise in writing.
6. Free Trials. In some cases, we or others on our behalf may offer a free trial for our paid Services prior to charging your payment method for internal testing and evaluation purposes (“Free Trial”). We determine your Free Trial eligibility at our sole discretion, and to the extent permitted under applicable law, we may limit or withdraw the Free Trial option at any time without notice. Free Trial is granted for a limited period as specified in our communication. Free Trial is provided "as is" and is not covered under Nord Security’s warranties or indemnities.
7. Changes in Fees. We may change the price of our Services from time to time and add new fees and charges for certain features or to reflect a change in business or legal rules, but we will provide you with advance notice of changes in recurring subscription fees. Any charge increase for the same Service would not apply until the expiration of your then-current billing cycle unless otherwise specifically provided in our notice to you and would become effective no sooner than the next time you would be charged for that Service. If you do not agree with the new price or other applicable charges, you may elect not to renew your Service subscription before the price change goes into effect, such cancellation becoming effective at the expiration of your then-current Subscription Period.
8. Service Plan Modifications. If the Customer opts to modify the Services plan or add additional subscriptions during the Subscription Period, such modifications or additions shall be purchased on a prorated basis for the remainder of the Subscription Period. Upon renewal of the Subscription Period, the Customer shall be invoiced in accordance with the prevailing terms and pricing applicable at the time of renewal.
9. Transition to Standard Pricing. The initial Subscription Period may be offered at a discounted introductory price. After the first period, your Services subscription will be renewed automatically, and you will be charged then-current price valid at the time of your renewal unless otherwise agreed in writing.
Refunds
1. Refund Policy. Nord Security does not provide refunds for the Service.
Term
1. Term. These Terms shall be effective upon the date they are accepted by the Customer and, if the Service period was not renewed, until the end of the subscription period chosen by the Customer upon registration ("Subscription Period"), unless and until terminated in accordance with these Terms. If you select a monthly Subscription Period, each “month” shall be deemed to consist of thirty (30) calendar days. If you select an annual Subscription Period, each “year” shall be deemed to consist of three hundred sixty-five (365) calendar days.
2. Automatic Renewals. Following the initial Subscription Period, the subscription to the Services will automatically renew either (a) repeating the length of the previous Subscription Period, or (b) in our absolute discretion, for a shorter term than the previous Subscription Period. Automatic renewal may be disabled in accordance with the procedure set out in Clause 8.2. below. If you do not cancel the subscription in due course, your Services will be renewed for the upcoming Subscription Period, and, depending on your payment method, your chosen payment method may be charged, and you will have an obligation to pay the then-current renewal price. If we decide that your subsequent Subscription Period should be shorter than the initial Subscription Period, we will provide you with advance notice of such change; if you do not agree with such change, you may elect not to renew your Service subscription before the Subscription Period change goes into effect, such cancellation becoming effective at the expiration of your then-current Subscription Period.
Termination and Suspension
1. Suspension and Termination by Nord Security. We may suspend (for clarification, investigation, or when requesting you to explain your actions) or terminate your account and/or the Services if (i) the Customer fails to pay any amounts due, or (ii) you engage or we reasonably suspect you engaging in any restricted uses listed in Section 2, or (iii) you fail to comply with applicable sanctions, or breach any relevant laws and regulations, or we reasonably suspect you do so, or (iv) it is required to do so by law or competent authority (e.g., where the provision of the Services becomes unlawful in the country where your company is incorporated or operates), or (v) the Customer or its Members or Monitored Individuals conduct criminal or illegal activities when using the Services, if reasonably suspected by Nord Security, or (vi) Nord Security determines in its absolute discretion that the provision of the Services to Customer is not in the best interests of Nord Security. If Nord Security terminates these Terms and suspends the Customer’s access to the Services under the circumstances outlined in point (vi) of this paragraph, the Customer will receive a prorated refund of the Service subscription fees for the remaining subscription period, and the Customer will be released from any further payment obligations. The Customer acknowledges that this refund is their sole remedy in the event of termination under point (vi), and all other liability of Nord Security is expressly disclaimed.
  We may offer you a reasonable opportunity to resolve the issue before suspending or terminating your account and/or the Services. If your account is suspended, you must contact us for further details. While we may suspend your account for a reasonable period before permanently terminating it, we are not obligated to do so.
  Usually, we will send you prior notice before suspending or terminating your account and/or the Services. However, under limited circumstances, we may be unable to send a notice to you prior to terminating your access to our Services if: (i) you engage in any restricted uses listed in Section 2 or any applicable laws in such a way as to immediately and seriously endanger us and/or any other third party or cause disruption to our Services; (ii) we are unable to send you notice because you have not provided or correctly updated your contact details; (iii) we are unable to notify you due to applicable legal requirements and/or orders of the authorities.
2. Cancellation by the Customer. You have a right to cancel your subscription (i.e., turn off automatic renewals for the upcoming Subscription Period) at any time. You can do so by contacting our customer support. The cancellation of a subscription will go into effect at the end of your current billing cycle, and you will continue to have access to the Services through the end of your current Subscription Period. If you cancel your subscription, you will not receive a refund, prorated or otherwise, for the unused part of the ongoing Service period. If you purchased your Service subscription through an Authorized Partner, please refer to the policies of such Authorized Partner.
3. Termination by Either Party. Either party may terminate these Terms if: (a) the other party is in material breach of Terms and fails to cure that breach within thirty (30) days after receipt of written notice (except where otherwise indicated in these Terms); or (b) the other party ceases its business operations or becomes subject to insolvency, bankruptcy, winding-up or similar proceedings and the proceedings are not dismissed within ninety (90) days.
4. Effects of Termination. After termination of these Terms for any reason whatsoever and without prejudice to any other applicable provisions set forth in these Terms: (a) except as set forth in this Section, the rights and licenses granted by Nord Security to Customer will cease immediately, and Customer will cease all use of the Client Software and remove it from, or disable it on, all Devices; (b) all provisions of these Terms which by their nature are intended to continue in effect after the expiration or termination and all rights and remedies of the parties that accrued up to the termination date or by virtue of the termination or expiration will survive the termination date; (c) following termination of Terms Nord Security shall delete or otherwise make unrecoverable and (or) anonymized any Member accounts, Captured Data and other personal data relating to Customer’s account in a commercially reasonable period, except for copies as authorized under these Terms, or as required to be retained in accordance with applicable law, Customer is responsible for exporting any Captured Data it wishes to retain before termination or expiry takes effect; Nord Security has no obligation to retain, restore or provide Captured Data after that time and may refuse a post-termination export request.
Confidentiality
1. Definition. Confidential Information shall mean and include all data and information disclosed by a party to the other party during the Subscription Period and (or) pre-contractual relationship (whether written or oral, regardless of the way in which it has been provided), information designated as confidential by either party and all other information which relates to the business, affairs, customers, products, development, know-how, trade secrets, audit materials and personnel of either party (“Confidential Information”). Captured Data is Customer's Confidential Information.
2. Confidentiality Obligations. The receiving party shall: (a) keep Confidential Information in strict confidence; (b) not disclose any of the Confidential Information in any manner to any third party; (c) use Confidential Information solely for the purposes established in these Terms, Data Processing Agreement and/or Privacy Policy (“Purpose”); (d) adopt the measures necessary to protect Confidential Information received from the disclosing party against disclosure, which shall represent at least the same degree of care as used to protect its own confidential information; (e) communicate and allow access to Confidential Information solely to advisors and members of governing bodies, directors, officers, members, employees, agents, managers, service providers, partners, affiliates, consultants, and individuals seconded to work, required to carry out the Purpose and subject to confidentiality obligations; each party shall be responsible for any breach of the confidentiality obligations by the individuals or legal entities to whom it has communicated the Confidential Information; (f) make no copies of any Confidential Information or alter, modify or in any other way change it without the disclosing party’s prior consent, unless to the extent necessary for the Purpose; (g) not assert any claim of title or ownership to the Confidential Information or any portion thereof.
3. Confidentiality Exclusions. The confidentiality obligations shall not apply to that information which: (a) is or becomes publicly available other than as a result of a breach of Terms by the receiving party; (b) is already in the receiving party’s lawful possession prior to disclosure by the disclosing party or is independently derived by the receiving party without the aid, application or use of the Confidential Information or other than by breach of these confidentiality obligations; (c) is lawfully disclosed to the receiving party by a third party on a non-confidential basis; or (d) is necessary to allow a party to comply with applicable law, decision by a court or, requests from government agencies or third parties, that such party determines require disclosure, but only after first notifying the other party of the required disclosure, unless such notification is prohibited.
Disclaimers
1. DISCLAIMER OF WARRANTIES. THE SERVICES AND SOFTWARE ARE PROVIDED “AS IS”. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, WE NEITHER WARRANT NOR REPRESENT THAT THE SERVICES WILL MEET ALL REQUIREMENTS OF CUSTOMER, MEMBER OR MONITORED INDIVIDUAL, THAT THE OPERATION OF THE SOFTWARE OR THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL DEFECTS IN THE SOFTWARE AND THE SERVICES WILL BE CORRECTED. WITHOUT LIMITING THE FOREGOING AND FOR THE AVOIDANCE OF DOUBT, WE DO NOT WARRANT THAT THE SERVICES WILL DETECT, CLASSIFY, REDACT, WARN ON OR BLOCK ANY PARTICULAR SENSITIVE DATA, PROMPT, SUBMISSION, TOOL CALL OR AI-USAGE EVENT, THAT CAPTURE WILL BE COMPLETE OR CONTINUOUS FOR ANY MONITORED AI SERVICE, OR THAT ANY FINDING, RISK LEVEL, ATTRIBUTION OR ANALYTIC OUTPUT WILL BE ACCURATE OR FREE FROM FALSE POSITIVES OR FALSE NEGATIVES.
2. DISCLAIMER OF CONTROL. YOU ACKNOWLEDGE THAT WE DO NOT HAVE CONTROL OVER YOUR USE OF THE SERVICES, OVER THE DEVICES ON WHICH THE CLIENT SOFTWARE IS DEPLOYED, OVER THE CONFIGURATION YOU APPLY, OR OVER WHAT MONITORED INDIVIDUALS SUBMIT TO A MONITORED AI SERVICE. CUSTOMER IS RESPONSIBLE FOR USING THE SERVICES OR SOFTWARE IN ACCORDANCE WITH THESE TERMS AND APPLICABLE LAWS.
3. SUPPORTED ENVIRONMENTS. THE CLIENT SOFTWARE IS SUPPORTED ONLY ON THE OPERATING SYSTEMS, OPERATING-SYSTEM VERSIONS AND BROWSERS IDENTIFIED IN THE DOCUMENTATION. WE DO NOT SUPPORT AND EXPLICITLY DISCLAIM ANY RESPONSIBILITY OR LIABILITY FOR ANY ISSUES ARISING FROM OR RELATED TO USE OF THE SERVICES ON UNSUPPORTED, JAILBROKEN, ROOTED OR OTHERWISE TAMPERED DEVICES, ON DEVICES WHERE REQUIRED PERMISSIONS OR MANAGED CONFIGURATION HAVE NOT BEEN GRANTED OR DELIVERED, OR WHERE OTHER SOFTWARE ON THE DEVICE INTERFERES WITH THE CLIENT SOFTWARE.
Limitation of Liability
1. Risk Notice. There are inherent risks in relying upon, using, transmitting, or retrieving any data and (or) content on the internet, and we urge you to ensure you understand these risks before using the Services. Customer further acknowledges the risks inherent in deploying monitoring and detection software across a workforce, and in relying on detection output.
2. LIMITATION ON INDIRECT LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW NEITHER NORD SECURITY NOR ITS AFFILIATES, SUPPLIERS, AND AUTHORIZED PARTNERS WILL BE LIABLE UNDER THESE TERMS FOR (A) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, WHETHER ARISING IN CONTRACT OR TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE); OR (B) LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
3. LIMITATION ON AMOUNT OF LIABILITY. NORD SECURITY’S AGGREGATE AND CUMULATIVE LIABILITY FOR DAMAGES HEREUNDER SHALL IN NO EVENT EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER TO NORD SECURITY UNDER THESE TERMS DURING THE TWELVE-MONTH PERIOD PRECEDING THE INITIATION OF ANY CLAIM FOR DAMAGES (OR UP TO USD$50 IF THE SERVICES ARE PROVIDED ON THE FREE TRIAL BASIS, OR PROVIDED ON THE FREE PLAN OR INCLUDE BETA/EAP FEATURES). THESE LIMITATIONS AND EXCLUSIONS APPLY EVEN IF THIS REMEDY DOESN'T FULLY COMPENSATE YOU FOR ANY LOSSES OR FAILS OF ITS ESSENTIAL PURPOSE OR IF WE KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF THE DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THESE LIMITATIONS AND EXCLUSIONS APPLY TO ANYTHING OR ANY CLAIMS RELATING TO THESE TERMS, THE SERVICES, OR THE SOFTWARE RELATED TO THE SERVICES.
4. EXCLUDED MATTERS. TO THE FULLEST EXTENT PERMITTED BY LAW, AND WITHOUT LIMITING CLAUSES 11.2 AND 11.3, NORD SECURITY WILL HAVE NO LIABILITY ARISING OUT OF OR IN CONNECTION WITH: (A) ANY FAILURE TO DETECT, CLASSIFY, REDACT, WARN ON OR BLOCK SENSITIVE DATA OR ANY SUBMISSION TO A MONITORED AI SERVICE, OR ANY RESULTING DISCLOSURE, LOSS OR EXPOSURE OF CUSTOMER DATA; (B) ANY FALSE POSITIVE, INCORRECT ATTRIBUTION, INCORRECT RISK RATING, OR THE BLOCKING, DELAY, REDACTION OR ALTERATION OF A LEGITIMATE SUBMISSION, INCLUDING ANY RESULTING BUSINESS INTERRUPTION OR LOSS OF PRODUCTIVITY; (C) ANY DECISION CUSTOMER TAKES IN RELATION TO A MONITORED INDIVIDUAL, INCLUDING ANY EMPLOYMENT, DISCIPLINARY OR DISMISSAL DECISION; (D) ANY CLAIM, FINE OR PENALTY ARISING FROM CUSTOMER'S MONITORING, ITS CONFIGURATION OF THE SERVICES, ITS DEPLOYMENT OF CLIENT SOFTWARE, OR ITS FAILURE TO GIVE NOTICES, OBTAIN CONSENTS OR CARRY OUT CONSULTATIONS OR ASSESSMENTS REQUIRED BY LAW.
Indemnification
1. By Customer. Customer will indemnify and hold Nord Security harmless from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys' fees) arising out of any third-party claim, judgment or proceeding against Nord Security and its affiliates resulting from or related to (a) Customer's or Customer's Members' use of the Services in violation of these Terms and/or applicable laws; (b) any claim by a Monitored Individual, employee, contractor, works council, employee representative, trade union, supervisory authority or regulator arising out of Customer's monitoring of individuals through the Services, its configuration of the Services, or its use of Captured Data; (c) any claim by a provider of a Monitored AI Service or by any third party whose data appears in Captured Data.
2. Indemnification Procedure. The indemnified party will promptly notify the indemnifying party of all claims of which it becomes aware and will: (a) provide reasonable cooperation to the indemnifying party at the indemnifying party’s expense in connection with the defense or settlement of all claims and (b) be entitled to participate at its own expense in the defense of all claims. The indemnified party agrees that the indemnifying party will have sole and exclusive control over the defense and settlement of all claims provided. The indemnifying party will not acquiesce to any judgment or enter into any settlement, either of which imposes any obligation or liability on an indemnified party, without the indemnified party's prior written consent.
General Terms
1. Governing Law and Dispute Resolution. The parties shall endeavor in good faith to resolve any dispute, claim, controversy, or disagreement relating to or arising out of these Terms, or the subject matter of these Terms (“Dispute”), by negotiation. Any Dispute that remains unresolved 30 (thirty) days after either party gives written notice of the existence of such Dispute may be referred for final resolution by the competent courts of England and Wales in London, United Kingdom. The proceedings shall be held in English language. The parties agree that these Terms will be governed by the laws of England and Wales.
2. Class Action Waiver. Where permitted under the applicable law, class action lawsuits, class-wide arbitrations, private attorney-general actions, and any other proceeding where someone acts in such representative capacity are not allowed. Unless both Customer and Nord Security agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding.
3. Modifications to the Terms. Nord Security may revise these Terms from time to time without any liability and the most recent version will always be posted on the NordLayer AI Scout website. The amendment of Terms may be communicated to you by sending an email or by publishing the updated Terms on the NordLayer AI Scout website. Revised Terms will not be applied retroactively and, if not stated otherwise, will become effective from the day they are updated. Customer's continued use of the Services after the effectiveness of any update will be deemed to represent Customer's consent to be bound by, and agreement with, the amended Terms.
4. Modifications to the Services. We reserve the right to modify or update the operation of the Services at our sole discretion, at any time, for any reason, and without notice or liability. Periodic updates may be necessary to continue using the Services. Client Software may update automatically, and Customer will not prevent or indefinitely defer updates to a version we no longer support; capture, detection and enforcement may degrade or stop on unsupported versions. Such updates are subject to these Terms unless other terms accompany the updates, in which case, those other terms apply. Nord Security isn’t obligated to make any updates available and we don’t guarantee that we will support the version of the system or device for which you purchased the Services. Additionally, there may be times when we need to remove or change features or functionality of the Services (including detection categories, detectors, analytics, and the set of Monitored AI Services or applications covered) or suspend providing a Service or access to third-party applications/services and the Services altogether. We may release the Services or their features in a preview or beta version, which may not work correctly or in the same way the final version may work.
5. Notices. Any notice required or permitted to be given hereunder shall be given in writing by personal delivery, email, or world-recognized courier delivery. Notices to Customers may also be sent to the applicable organization admin’s email address and are deemed given when sent. Notices to Nord Security, in any case, must also be sent to [email protected] and are deemed given the next business day from such notification.
6. System Requirements. Use of the Services by the Customer may require certain system requirements as may be described in the documentation, which are subject to change at the sole discretion of Nord Security. The specification of system requirements does not form part of Nord Security’s obligations under this Agreement. Customer shall be solely responsible for obtaining any and all compatible systems required to operate or use the Services. Nord Security is not responsible for problems, conditions, delays, failures, and other loss or damages arising from Customer not complying with the system requirements and/or related to Customer’s network connections and telecommunication links or caused by the Internet. For clarity, system requirements include the operating system, browser, permission and device management prerequisites for the Client Software described in the documentation.
7. Beta/EAP Features. Nord Security may make certain features or functionality available in beta or early access program form (“Beta/EAP Features”). Nord Security may, at its discretion, make Beta/EAP Features available to Customer, either at no charge or for an additional fee. Nord Security may, at any time and in its sole discretion, (i) modify, suspend, discontinue, or withdraw any Beta/EAP Features, or (ii) make any Beta/EAP Features subject to fees (including by reclassifying them as Paid Features) and require Customer to pay such fees in order to continue using them; if Customer does not agree to pay the applicable fees, Nord Security may disable or terminate Customer’s access to the relevant Beta/EAP Features. Beta/EAP Features may not work correctly or consistently and may be modified or discontinued at any time. Beta/EAP Features are provided “AS IS” and “AS AVAILABLE,” without warranties to the maximum extent permitted by law.
8. Communication. When communicating with our customer support or other representatives or employees, you agree to be respectful and kind. If we, at our reasonable discretion, feel that your behavior towards any of our representatives or employees is threatening or offensive at any time, we reserve the right to immediately terminate your account.
9. Acknowledgement. Customer agrees that the exclusions and limitations specified in these Terms apply even if the remedies are insufficient to cover all of Customer’s losses or damages or fail of their essential purpose and that without these limitations, the fees for the Services would be significantly higher. Except with respect to infringement or misappropriation by either party of any of the other party’s intellectual property rights, neither party may commence any action or proceeding under these Terms more than two years after the occurrence of the applicable cause of action.
10. Data Protection. Customer is responsible for obtaining any consents in accordance with applicable data protection laws from its Members and Monitored Individuals and/or providing all necessary information to its Members and Monitored Individuals relating to the processing of their personal data. If the provision of the Services to Customer is subject to the EU General Data Protection Regulation (2016/679), the UK GDPR and/or CCPA, NordLayer AI Scout Data Processing Agreement, as published on our Website, forms part of these Terms between Nord Security and Customer. Our Privacy Policy is published on our Website. By using the Services, the Customers acknowledge, represent, and warrant that they read and understood the Privacy Policy.
11. Entire Agreement. These Terms constitute the entire understanding and agreement between the parties with respect to the subject matter hereof and supersede all previous communications, representations, understandings, arrangements, and agreements, either oral or written, between the parties with respect to the subject matter thereof. All documents referenced in or attached to these Terms are hereby incorporated herein by reference and shall form an integral part of these Terms. No terms in the Customer’s purchase order, vendor portal, click-through terms, or other order documents will modify or become part of these Terms, even if such terms purport to govern, and Nord Security expressly rejects all such terms.
12. Independent Contractors. Nothing in these Terms shall be considered as grounds for partnership, agency, distribution, joint venture, or similar relationship between you and Nord Security.
13. Assignment. Neither party shall assign these Terms or any right or interest under these Terms nor delegate any obligation to be performed under these Terms without the other party's prior written consent. Nord Security may assign its rights and obligations under these Terms without the Customer's consent, provided that prior notice is given: (1) to an affiliate at any time, or (2) to a designated third party solely in connection with a corporate reorganization, merger, acquisition, or the sale or transfer of all or substantially all of its assets.
14. Force Majeure. If either party is prevented from performing any portion of these Terms (except for payment obligations) by causes beyond its reasonable control, including, without limitation, failures of telecommunication or internet service providers, labor disputes, civil commotion, war, governmental regulations, or controls, casualty, inability to obtain materials or services or acts of God, such defaulting party will be excused from performance for the period of the delay and for a reasonable time thereafter.
15. Waiver. The failure by either party to exercise or the delay in exercising any right or remedy provided by these Terms or by applicable law shall not constitute or be construed as a waiver of that right or remedy, a waiver of any other right or remedy, or in any way affect the validity of these Terms.
16. Severability. If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that the Terms shall otherwise remain in full force and effect and enforceable.