Terms of Service

This End User License Agreement (“Agreement”) are a legally binding agreement between you (a single natural or legal person, hereinafter referred to by the term (hereinafter “Customer”) and Conceal, Inc. a Delaware corporation located at 1 10th Street, Suite 480, Augusta, GA 30901 (hereinafter “Conceal”) with regard to Customer’s use of the Subscription Service as further described below.   

IMPORTANT – PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SUBSCRIPTION SERVICE. BY ACCESSING OR USING THE SUBSCRIPTION SERVICE IN ANY FORM OR MEDIA, CUSTOMER CONFIRMS THAT CUSTOMER HAS READ AND UNDERSTANDS THIS AGREEEMENT AND THAT CUSTOMER AGREES TO BE BOUND BY THIS AGREEMENT. IF CUSTOMER DOES NOT AGREE OR DOES NOT WISH TO BECOME A PARTY TO THIS AGREEMENT, CUSTOMER SHOULD NOT ACCESS OR USE THE SUBSCRIPTION SERVICE. CUSTOMER CONFIRMS THAT IT UNDERSTANDS THIS AGREEMENT AND AGREES TO BE BOUND BY THIS AGREEMENT BY EXECUTING AN ORDER (DEFINED BELOW) REFERENCING THIS AGREEMENT.  

IF CUSTOMER IS ENTERING INTO THIS AGREEMENT ON BEHALF OF (AND FOR USE ON BEHALF OF) A COMPANY, GOVERNMENTAL ENTITY OR OTHER ENTITY (AN “ENTITY”), CUSTOMER REPRESENTS THAT IT HAS THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT.  THE TERM “CUSTOMER” REFERENCED HEREIN REFERS TO: (1) THE ENTITY, ITS OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES OR (2) YOU, AS AN INDIVIDUAL, IN THE CASE OF A NON-LEGAL ENTITY.     

THE “EFFECTIVE DATE” FOR THIS AGREEMENT IS THE EARLIER OF THE EFFECTIVE DATE OF ANY APPLICABLE ORDER OR THE FIRST DAY CUSTOMER USES OR ACCESSES THE SUBSCRIPTION SERVICE. EACH ORDER FORM MAY NOT BE CANCELLED ONCE THIS AGREEMENT HAS BEEN ACCEPTED, AND NO REFUNDS WILL BE GRANTED.  

Conceal may update this Agreement from time to time.  If Customer has an active subscription to the Subscription Service, Conceal will provide notice of any update via in-application notification or by email. If you do not have an active subscription, an updated set of terms will be indicated by the “Date last modified” date below.  

Date last modified: January 8, 2024  

1. Definitions

1.1. “Affiliate” means any corporation, partnership, or other entity now existing or hereafter organized that directly or indirectly controls, is controlled by or under common control with a party.  For purposes of this definition “control” means the direct possession of a majority of the outstanding voting securities of an entity. 

1.2. “Anonymized Potentially Malicious Code” means Potentially Malicious Code that has been stripped of data identifying Customer or any User.  

1.3. “Anonymized Web Data” means Web Data that is transformed so that it no longer contains attribution to or can be used to identify Customer or any User.   

1.4. “Conceal Partner” means authorized reseller, distributor or other partner of Conceal. 

1.5. “Customer Data” means (A) any data, text, images, documents, and other information provided by Customer to Conceal for Conceal to provide the Subscription Service to Customer, and (b) Web Data. Anonymized Web Data is not Customer Data.  

1.6. “Documentation” means any manual and other documentation regarding the Subscription Service made generally available by Conceal to its customers, as maybe updated from time to time.  

1.7. “Downloadable Software” means Software that is downloaded by Customer for use on Customer’s device as part of the Subscription Service, such as a browser extension.  

1.8. “Feedback” means suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by Customer or its Users relating to the features, functionality, or operation of the Subscription Service. 

1.9. “Hosted Software” means Software that is hosted by or on behalf of Conceal and made available to Customer via a web-based portal.  

1.10. “Laws” means any local, state, or national law, treaties and/or regulations applicable to a respective party. 

1.11. “Order”means an online order form or ordering document provided to Customer (either directly by Conceal or indirectly by a Conceal Partner) which references this Agreement.

1.12. “Potentially Malicious Code” means potential or actual malicious websites, credential theft, malware or other intrusive artifacts or processes therein. 

1.13. “Potentially Malicious Code Information” means information generated or collected by Conceal about Potentially Malicious Code and Anonymized Potentially Malicious Code. 

1.14. “Software” means Conceal’s proprietary software, applications, programs, and license keys made available to Customer hereunder and any Updates thereto. Software includes both Hosted Software and Downloadable Software.  

1.15. “Subscription Service” means subscription access to and use of the Software and Support Services, as further described in the Order.  

1.16. “Support Services” means the support and maintenance services for the Software made generally available by Conceal to its customers at no additional cost as part of the Subscription Service.  

1.17. “Term” means the subscription term for the Subscription Service set forth in the applicable Order, which may include an Initial Term and any Renewal Term.  

1.18. “Updates” means patches, updates, improvements, modifications, enhancements, fixes, revised versions, or upgrades to the Software made generally available by Conceal to its customers at no additional cost from time to time in Conceal’s discretion. 

1.19. “Usage Data” means anonymized or aggregated information, data, statistics, usage analytics and analysis derived from the Subscription Service and Customer’s use thereof or transmitted by the Subscription Service from Customer systems or networks. Usage Data does not identify Customer or any User. Usage Data is not Web Data. 

1.20. “User” means individuals who are authorized by Customer to use the Subscription Service. Users consist of Customer’s and its Affiliates’ employees and contractors who are using the Subscription Service solely on Customer’s behalf.  

1.21. “Web Data” means information collected by the Subscription Service about Customer’s browsing, systems and applications, including website meta-data and processes transmitted to the Subscription Service via a browser extension provided as part of the Downloadable Software. 

2. Subscription Service

2.1. Use of the Subscription Service. Subject to Customer’s compliance with the terms and conditions of this Agreement and the payment of Fees (as defined in Section 5.1) owed hereunder, Conceal shall make the Subscription Service available to Customer pursuant to this Agreement and the applicable Order during the Term, and grants to Customer a limited, non-sublicensable, non-exclusive, non-transferable (except as expressly permitted in Section 11.1) right during the Term, to allow its Users, solely for Customer’s internal operations, to: (a) access and use the Subscription Service in accordance with the Documentation; and (b) download and use Downloadable Software portion of the Subscription Service in object code format only on computers owned or controlled solely by Customer or its Affiliates. Customer acknowledges and agrees that Conceal shall only provide Customer with the specific Subscription Service identified on the Order, and not any other products or services that Conceal may offer.  

2.2. Affiliates.

2.2.1. Subject to the terms of the Order and this Agreement, the Customer may make the Subscription Service available for use by its Affiliates provided that (a) all licensing restrictions are complied with by each Affiliate, and (b) such Affiliates are bound by obligations as protective of Conceal as this Agreement for the benefit of Conceal.  Customer shall be liable for any breach of the terms and conditions of this Agreement by any of its Affiliates, except where the Affiliate has signed its own Order with Conceal for the Subscription Service pursuant to Section 2.2.2. 

2.2.2. In addition to Section 2.2.1, Customer’s Affiliates may acquire Subscription Service subject to the terms and conditions of this Agreement by executing Orders hereunder directly with Conceal. Each Order executed by an Affiliate hereunder shall incorporate the terms of this Agreement by reference and be deemed to be a two party agreement between Conceal and such Affiliate. Each Affiliate executing an Order shall be solely responsible for its obligations pursuant to such Order as well as for the obligations to be performed pursuant to this Agreement and the liabilities arising out of this Agreement as if it was the named party instead of Customer. Customer shall have no obligations or liabilities as to such Order signed by its Affiliate and Conceal shall look solely to the Affiliate executing such Order. 

2.3. Support Services. During the Term, Conceal will use commercially reasonable efforts to provide Support Services in accordance with Conceal’s then-current support policy. Support Services are not provided for any discontinued Downloadable Software beyond its end of life date. Conceal shall use commercially reasonable efforts to make the Subscription Service available to Customer 24 hours a day, 7 days a week, during the Term (except for scheduled downtime or unavailability caused by a Force Majeure Event, as defined in Section 11.5).  

2.4. Purchasing Through a Conceal Partner. This Agreement specifies the terms and conditions under which Conceal products and services will be provisioned by Conceal to Customer, whether subscriptions are purchased directly through Conceal or indirectly through a Conceal Partner. Purchases through a Conceal Partner will be placed through an Order between Customer and a Conceal Partner (the “Partner Agreement”) which shall address, as between Customer and Partner, any terms and conditions relating to the quantity of products and services purchased, fees, payment (including any applicable refunds), taxes, and renewals. The Partner Agreement is between Customer and the Conceal Partner and is not binding on Conceal, and any disputes related to the Partner Agreement shall be handled directly between Customer and the Conceal Partner. In the event of any conflict between this Agreement and a Partner Agreement, this Agreement shall govern as between Conceal and Customer.  

3. Customer Obligations

3.1. Restrictions on Use. Customer shall use the Subscription Service in compliance with this Agreement, the applicable Order, the Documentation, and all applicable Laws. Customer shall not, nor authorize any User, person or entity to: (i) use the Subscription Service for any purpose other than as permitted by this Agreement and the applicable Order; (ii) copy, rent, sell, lease, distribute, redistribute, pledge, license, time-share, assign, or otherwise transfer, or encumber rights to the Subscription Service, or any part thereof, or make it available to anyone other than its Users; (iii) use the Downloadable Software in a hosted or managed services environment; (iv) send or store infringing or unlawful material in connection with the Subscription Service; (v) attempt to gain unauthorized access to, or disrupt the integrity or performance of, the Subscription Service or the data contained therein; (vi) modify, copy, decompile, disassemble, reverse engineer, re-engineer, or create derivative works based on the Subscription Service, or any portion thereof (including the Software or its structural framework); (vii) access the Subscription Service or any component thereof for the purpose of building a competitive product or service; (viii) delete, alter, add to or fail to reproduce in and on the Subscription Service the name of Conceal and any copyright or other notices, labels, or marks appearing in or on the Subscription Service or any component thereof; (ix) disable or circumvent any access control or related device, process or procedure established with respect to the Software. Customer is responsible for all activities conducted, or directions or instructions issued, by Customer or under User logins and for Users’ compliance with this Agreement; (x) access or use (or attempt to access or use) another User’s account or login information; (xi) “frame” or “mirror” any portion of the Subscription Service; (xii) use any robot, spider, site search/retrieval application or other manual or automatic device or process to retrieve, index, “data mine” or in any way reproduce or circumvent the navigational structure or presentation of the Subscription Service; (xiii) probe, scan or test the vulnerability of the Subscription Service, or breach the security or authentication measures on the Subscription Service, or take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Subscription Service, such as a denial of service attack; or (xiv) attempt to or re-identify any previously aggregated, deidentified, or anonymized data provided to Customer by Conceal (including any Anonymized Web Data or any Anonymized Potentially Malicious Code).  

3.2. Suspension. Any use of the Subscription Service in breach of Section 3.1 or that in Conceal’s judgment threatens the security, integrity or availability of the Subscription Service may result in Conceal’s immediate suspension of Customer’s or any User’s access to the Subscription Service, in addition to any other rights and remedies available to Conceal. Conceal will use commercially reasonable efforts under the circumstances to provide Customer with notice and an opportunity to remedy such violation or threat prior to such suspension.  

3.3. Customer Data, Right to Use. Customer shall be responsible for the accuracy, quality, integrity, and legality of Customer Data and the means by which Customer acquired Customer Data. Customer represents and warrants that: (a) Customer either own fully and outright or otherwise possess and have obtained (and paid for) all rights, approvals, licenses, consents, clearances, releases, and permissions as are necessary to provide Customer Data for use in connection with the Subscription Service; (b) Customer shall comply with all Laws in the provision of Customer Data hereunder; (c) Customer Data has been lawfully collected pursuant to a prominent and publicly accessible privacy notice provided by Customer that satisfies the requirements of applicable Laws, (d) the transfer of such data to Conceal and use and/or disclosure in connection with the Subscription Service will conform with all applicable Laws, Customer’s privacy notice and any agreement to which Customer is bound, and Customer will not instruct or direct Conceal, or use the Subscription Service to receive, store, transfer, use or disclose data in a manner that would violate any of the foregoing; and (e) Customer has the right to install the Downloadable Software and use the Subscription Service on any machine, equipment, device, network or system where the Downloadable Software is installed and the Subscription Service is accessed. Customer will issue appropriate instructions to all Users concerning the terms, conditions, and restrictions contained in this Agreement and Conceal’s privacy policy. Customer hereby grants to Conceal a royalty-free, non-exclusive, worldwide right and license to host, access, copy, transmit, display, use, and store Customer Data to provide the Subscription Service. 

3.4. Web Data, Usage Data, and Potentially Malicious Code.   

3.4.1. Customer acknowledges and agrees that the Subscription Service processes and analyzes Web Data for the purpose of identifying Potentially Malicious Code.  Customer grants Conceal a worldwide, non-exclusive, royalty-free right and license, as part of the Subscription Service, to (a) deconstruct, analyze, and catalogue Web Data and Potentially Malicious Code to determine functionality and potential to cause risk or damage to Customer information, systems, or networks; and (b) anonymize and combine Web Data with other data for the purpose of creating Anonymized Web Data, Anonymized Potentially Malicious Code, and Potentially Malicious Code Information. 

3.4.2. Customer acknowledges and agrees that during the Term and thereafter, Conceal may collect, extract, compile, copy, synthesize, modify, analyze, distributed, display and use Anonymized Web Data, Usage Data, Potentially Malicious Code Information and Anonymized Potentially Malicious Code for any Conceal business purposes permitted by Law, including for developing, enhancing, providing, operating, improving, analyzing, and supporting the Subscription Service and other Conceal products and services. Conceal may: (a) use the Anonymized Web Data to identify web data on other systems as Potentially Malicious Code, and (b) disclose and distribute (including publicly, such as via marketing emails and on Conceal’s website) the Anonymized Web Data, Potentially Malicious Code Information and Anonymized Potentially Malicious Code to promote awareness, detection, and prevention of internet security risks, and/or for the purposes of benchmarking and online marketing.  

3.5. Risks Regarding Potentially Malicious Code.  If the Subscription Service identifies Potentially Malicious Code in Web Data the Subscription Service may block access to certain websites or alert the User that certain websites are suspicious, in which case the User may, in its discretion, elect to continue to access the website directly, access the website through Conceal isolation, or not to access the website. CUSTOMER ACKNOWLEDGES THAT (A) BLOCKING OR ISOLATING WEBSITES, OR (B) ACCESSING SUCH WEBSITES AND RUNNING POTENTIALLY MALICIOUS CODE MAY RESULT IN A LOSS OF FUNCTIONALITY OF THE INTERNET, APPLICATIONS, OR CUSTOMER SYSTEMS AND NETWORKS, AND MAY CAUSE OTHER HARM OR LOSS, AND CUSTOMER PROCEEDS WITH SUCH ACTIVITIES AT ITS OWN RISK. CUSTOMER UNDERSTANDS THAT THE SUBSCRIPTION SERVICE WILL NOT DETECT ALL POTENTIALLY MALICIOUS CODE, AND MAY INCORRECTLY IDENTIFY WEBSITES AS POTENTIALLY MALICIOUS CODE.   

3.6. Independent Judgement. CUSTOMER ACKNOWLEDGES THAT THE SUBSCRIPTION SERVICE IS DESIGNED TO SUPPLEMENT OTHER SOURCES OF INFORMATION AND IS NOT INTENDED TO REPLACE CUSTOMER’S AND ITS USERS’ PROFESSIONAL DISCRETION AND JUDGMENT.  CUSTOMER’S AND ITS USERS’ RELIANCE ON ANY RESULTS OBTAINED THEREFROM ARE AT CUSTOMER’S OWN RISK. CUSTOMER ACKNOWLEDGES AND AGREES THAT CUSTOMER IS RESPONSIBLE AND LIABLE FOR VERIFYING THE ACCURACY AND ADEQUACY OF ANY RESULTS OF THE SUBSCRIPTION SERVICE. WITHOUT LIMITING THE FOREGOING, CUSTOMER’S OR ITS USERS’ DECISION TO BLOCK, ISOLATE OR ACCESS ANY WEBSITE OR POTENTIALLY MALICIOUS CODE IS AT CUSTOMER’S OWN RISK. CUSTOMER ACKNOWLEDGES AND AGREES THAT CONCEAL HAS NO CONTROL OVER: (A) THE SPECIFIC CONDITIONS UNDER WHICH CUSTOMER USES THE SUBSCRIPTION SERVICE OR (B) THE CUSTOMER’S DECISION TO ALLOW OR DISALLOW ANY WEBSITE OR POTENTIALLY MALICIOUS CODE TO EXECUTE. THE SUBSCRIPTION SERVICE DOES NOT REPLACE CUSTOMER’S OBLIGATION TO EXERCISE INDEPENDENT JUDGMENT WITH RESPECT TO THE EXISTENCE OR SUITABILITY OF POTENTIALLY MALICIOUS CODE EXISTING ON CUSTOMER COMPUTER SYSTEMS OR THE SECURITY OF CUSTOMER COMPUTER SYSTEMS OR NETWORKS. CONCEAL DOES NOT WARRANT ANY PARTICULAR COURSE OF CONDUCT, STRATEGY, OR ACTION THAT MAY BE SUGGESTED BY THE SUBSCRIPTION SERVICE OR ANY RESULTS THEREFROM. CONCEAL IS NOT RESPONSIBLE FOR, AND HAS NO LIABILITY FOR, ANY EMPLOYMENT DECISIONS MADE BY CUSTOMER EVEN IF SUCH DECISIONS ARE MADE AS A RESULT OF CUSTOMER’S OR ITS EMPLOYEES’ USE OF THE SUBSCRIPTION SERVICES.

3.7. Third Party Applications. The Subscription Service may interact with, and access third party applications and related information used by Customer in connection with the Subscription Service. Customer shall be solely responsible for ensuring compliance with third party terms of use, privacy policies and contractual obligations in the use of such third party applications, data sources, and information in connection with the Subscription Service.   

3.8. Personal Data, Authorization.  The parties acknowledge and agree that to the extent Customer is required to provide any Customer Data that is Personal Information to Conceal in connection with Conceal’s performance of Subscription Service hereunder, the parties will enter into a mutually agreeable data processing addendum addressing the provision of such Personal Information. For purposes of clarity, the term “Personal Information,” as used in this provision shall include information defined as “Personal Data” or “Personal Information” or similar terms in any applicable privacy and data protection Laws.  

4. Intellectual Property

4.1. Customer Data. As between Conceal and Customer, Customer owns the Customer Data. Subject to the limited licenses granted in this Agreement, Conceal acquires no right, title, or interest in any Customer Data. Notwithstanding the foregoing, Customer acknowledges and agrees that all Customer Data may not be unique to Customer. Nothing in this Agreement prohibits Conceal from processing data that may be the same or similar to Customer Data, provided that such data is (a) obtained by Conceal from a third party, or (b) independently developed by Conceal. 

4.2. Conceal Intellectual Property. Except for the rights expressly granted under this Agreement, Conceal and its licensors retain all right, title, and interest in and to the Subscription Service, Software, Documentation, Usage Data, Potentially Malicious Code Information, and Anonymized Web Data including all related intellectual property rights inherent therein. All right, title, and interest in and to all improvements, derivatives, enhancements, modifications, releases, and configurations to the Subscription Service and the Software, and all methods, processes, algorithms, know-how, ideas, designs, templates, frameworks, tools, and techniques related to the Subscription Service and the Software developed by Conceal prior to or while providing the Subscription Service shall remain with Conceal and its licensors. No rights are granted to Customer hereunder other than as expressly set forth in this Agreement.   

4.3. Machine Learning. Conceal may use Web Data for machine learning to support and develop features and functionality with the Subscription Service and similar products and services.  Customer instructs Conceal to use Web Data for such purposes, and grants Conceal the right to run Web Data through Conceal’s software and artificial intelligence models in order to provide the Subscription Service and to test, validate, and improve the performance of the artificial intelligence models and the Subscription Service. Customer acknowledges that when Web Data is run through the software and artificial intelligence models, such Web Data teaches, trains, and improves the software, artificial intelligence models, and Subscription Service (such improvements, “Machine Learning”), any such Machine Learning cannot be “unlearned” even if the Web Data is deleted.  

4.4. Feedback. Conceal shall have a royalty-free, fully paid, worldwide, transferable, sublicensable, irrevocable, perpetual right and license to use reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, including incorporation into its products and Subscription Service, any Feedback. Conceal shall have no obligation to use Feedback, and Customer shall have no obligation to provide Feedback. 

5. Fees

5.1. Fees. Customer agrees to pay Conceal all fees set forth on the applicable Order (“Fees”) in accordance with this Agreement and the applicable Order. Unless otherwise set forth in the applicable Order, payment is due thirty (30) days after receipt of invoice and shall be made in United States Dollars. Except as otherwise specifically provided in this Agreement or the applicable Order, all Fees paid and payable to Conceal hereunder are non-cancelable and non-refundable and are not subject to any deduction or set-off. If Customer has entered into an Order with a Conceal Partner, the payment terms set forth in the Partner Agreement shall apply to such Order, provided that if no payment terms are set forth in such Order, the payment terms set forth in this Section 5 shall apply, however payments shall be made to the Conceal Partner. 

5.2. Taxes. Fees are exclusive of taxes. Customer is responsible for the payment of all sales, use and similar taxes arising from or relating to the Subscription Service rendered hereunder, except for taxes related to Conceal’s net income and any taxes or obligations imposed upon Conceal under federal, state, and local wage laws. 

5.3. Late Payment. If Customer fails to pay any Fees due under this Agreement by the due date, in addition to any other rights or remedies it may have under this Agreement or by matter of Law, (i) Conceal reserves the right to suspend the Subscription Service upon thirty (30) days written notice, until such amounts are paid in full, (ii) Conceal will have the right to charge interest at a rate equal to the lesser of one and one- half percent (1.5%) per month or the maximum rate permitted by applicable Law until Customer pays all amounts due; provided that Conceal will not exercise its right to charge interest if the applicable charges are under reasonable and good faith dispute and Customer is cooperating diligently to resolve the issue; and (iii) the Customer shall reimburse Conceal for Conceal’s reasonable costs and fees, including  reasonable attorneys’ fees incurred in the collection of the overdue undisputed amount from the Customer. 

6. Confidentiality

6.1. Confidential Information. “Confidential Information” means all non-public information that either party provides to the other party hereunder and reasonably considers to be of a confidential or proprietary nature or is a trade secret and that is designated by the disclosing party as confidential, or the receiving party should reasonably know is confidential given the nature of the information and circumstances of disclosure. Conceal Confidential Information includes, without limitation: (i) the Software, Documentation, and Subscription Service, (ii) Fees and the terms and conditions of this Agreement and Orders, (iii) all technology, information, designs, specifications, techniques, processes, procedures, research, data and know-how, whether in tangible or intangible form, whether designated as confidential or not, and whether or not stored, compiled or memorialized physically, electronically, graphically, photographically, or in writing; and (iv) the results of penetration tests, other security information, and third party audit reports and attestations. Confidential Information does not include any information which the receiving party can demonstrate by evidence: (a) is, as of the time of its disclosure, or thereafter becomes, part of the public domain through no fault of the receiving party; (b) was rightfully known to the receiving party without obligation of confidentiality to the disclosing party prior to the time of its disclosure; (c) is lawfully received from a third party not under a confidentiality obligation to the disclosing party with respect to such Confidential Information; or (d) was independently developed by a party without breach of any obligation owed to the other party. For the avoidance of doubt, Anonymized Web Data, Anonymized Potentially Malicious Code, or Potentially Malicious Code Information are not Customer’s Confidential Information. Confidential Information is and shall remain the property of the disclosing party. 

6.2. Obligations. Each party agrees to protect the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event using less than a reasonable standard of care. A party shall not disclose or use any Confidential Information of the other party for any purpose outside the scope of this Agreement, without the disclosing party’s prior written permission. A party may disclose the other party’s Confidential Information to its Affiliates and its and their employees, contractors, agents, that have signed an agreement containing disclosure and use provisions substantially similar to those set forth herein (or are otherwise bound by such obligations) and have a “need to know” in order to carry out the purpose of this Agreement. If a party is compelled by law to disclose Confidential Information of the other party, it shall provide prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the other party’s cost, if the other party wishes to contest the disclosure. The obligations set forth in this section shall survive for five (5) years from expiration or termination of the Term.  

6.3. Injunctive Relief. Due to the unique nature of the parties’ Confidential Information disclosed hereunder, there may be no adequate remedy at law for a party’s breach of its obligations hereunder, and any such breach may result in irreparable harm to the non-breaching party. Therefore, upon any such breach or threat thereof, the party alleging breach shall be en

7. Limited Warranty and Disclaimers

7.1. Limited Warranty. Conceal warrants that during the Term the Subscription Service shall be provided in a professional manner in material conformance with the Documentation and any specifications set forth in the applicable Order. For any breach of the above warranty, of which Customer notifies Conceal in writing, Conceal shall use commercially reasonable efforts to correct the non-conforming portion of the Subscription Service at no additional charge to Customer, and in the event Conceal fails to successfully correct the Subscription Service within a reasonable time of receipt of written notice from Customer detailing the breach, then Customer shall be entitled to terminate the applicable Order as to the non-conforming Subscription Service and receive a pro rata refund of any prepaid, unused Fees for the non-conforming Subscription Service. The remedies set forth in this subsection will be Customer’s sole remedy and Conceal’s entire liability for breach of these warranties unless the breach of warranties constitutes a material breach of this Agreement and Customer elects to terminate this Agreement in accordance with Section 9.1. The warranties set forth in this subsection shall apply only if: (a) Customer is using the most current generally available version of the Downloadable Software, and (b) the Subscription Service has been utilized in accordance with the Documentation, the Order, this Agreement, and applicable Law. These warranties do not apply to any non-conformance resulting from (i) the installation, modification, alteration, or repair of the Subscription Service by a person or entity other than Conceal, or (ii) circumstances beyond Conceal’s control. 

7.2. Disclaimer. THE WARRANTIES STATED IN SECTION 7.1 ARE THE SOLE AND EXCLUSIVE WARRANTIES OFFERED BY CONCEAL. EXCEPT AS SET FORTH IN SECTION 7.1, THE SUBSCRIPTION SERVICE IS PROVIDED “AS-IS” AND THERE ARE NO OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED. CONCEAL EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES. CONCEAL MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING ACCURACY OF INFORMATION OR SYSTEM INTEGRATION, OR THE APPROPRIATNESS OF THE SUBSCRIPTION SERVICE FOR ANY PARTICULAR SYSTEM, OR ENVIRONMENT. CONCEAL DOES NOT REPRESENT OR WARRANT THAT THE SUBSCRIPTION SERVICE WILL BE ERROR-FREE, DETECT ALL POTENTIALLY MALICIOUS CODE, OR MEET CUSTOMER’S REQUIREMENTS.  

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER OR ANY THIRD PARTY FOR LOSS OF PROFITS, OR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING LOSS OF DATA AND LOST PROFITS AND COSTS, OR LOSS OF BUSINESS, IN CONNECTION WITH THE SUBSCRIPTION SERVICE, OR THE PERFORMANCE OF ANY OTHER OBLIGATIONS UNDER THIS AGREEMENT, EVEN IF IT IS AWARE OF THE POSSIBILITY OF THE OCCURRENCE OF SUCH DAMAGES. CONCEAL’S TOTAL CUMULATIVE LIABILITY TO CUSTOMER FOR ANY AND ALL CLAIMS AND DAMAGES UNDER THIS AGREEMENT, WHETHER ARISING BY STATUTE, CONTRACT, TORT OR OTHERWISE, WILL NOT EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO CONCEAL OR A CONCEAL PARTNER UNDER THE ORDER FOR THE SUBSCRIPTION SERVICE WHICH FORMS THE SUBJECT OF THE CLAIM DURING THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE LIMITATIONS SET FORTH ABOVE DO NOT APPLY TO EITHER PARTY’S WILLFUL MISCONDUCT, GROSS NEGLIGENCE, OR FRAUD, CUSTOMER’S BREACH OF CONCEAL’S INTELLECTUAL PROPERTY RIGHTS, CUSTOMER’S OBLIGATION TO PAY FEES OWED HEREUNDER, OR TO ANY CLAIM THAT CANNOT BE LIMITED BY APPLICABLE LAW. Except for actions of non-payment, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than two (2) years after the cause of action has accrued.

9. Terms & Termination

9.1. Subscription Term. The initial Term (“Initial Term”) of Customer’s subscription to the Subscription Service is stated in the Order. Upon expiration of the Initial Term, unless otherwise set forth in the Order, the subscription will automatically expire unless renewed upon mutual written agreement of the parties in a separate Order.  

9.2. Agreement Term. The term of this Agreement commences on the Effective Date and continues until the stated Term in all Orders have expired unless earlier terminated pursuant to this Agreement. Either party may terminate this Agreement by written notice to the other party (i) in the event the other party materially breaches this Agreement and does not cure such breach within thirty (30) days of such notice, or (ii) immediately in the event the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.  

9.3. Effect of Termination. Upon termination of this Agreement for any reason: (a) all Orders shall terminate; (b) Customer shall, and shall require that all Users uninstall all copies of the Downloadable Software and cease using the Subscription Service; (c) upon request from Conceal return or destroy all copies of the Downloadable Software; (d) Conceal shall cease to provide the Subscription Service and all of Customer’s rights and licenses hereunder shall terminate; (e) Customer shall pay to Conceal all Fees that had accrued prior to the termination date; and (f) upon request by the disclosing party, each party shall return the other party’s Confidential Information. Upon request, a party shall certify in writing its compliance with (b), (c) and (f) in the preceding sentence.  

9.4. Deletion of Customer Data. Within thirty (30) days following termination of this Agreement, or at any other time during the Term upon request, Conceal shall promptly delete the Customer Data. If such deletion is not feasible, Conceal shall protect Customer Data in accordance with this Agreement for as long as Conceal retains such Customer Data. Conceal is not obligated to delete any Anonymized Web Data or Anonymized Potentially Malicious Code.  

9.5. Survival. Any terms of this Agreement which by their nature extend beyond termination will survive such termination, including the following Sections: 3.1, 3.4.2, 3.6, 4, 6-8, 9.3, 10 and 11.  

10. Indemnification

10.1. Indemnification by Conceal. Conceal will indemnify, defend and hold Customer harmless from and against any and all costs, liabilities, losses, and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) incurred arising out of or in connection with a claim, suit, action, or proceeding brought by any third party against Customer alleging that the use of the Subscription Service as permitted hereunder infringes any United States patent, copyright or trademark, or constitutes a misappropriation of a trade secret of a third party.  Excluded from the above indemnification obligations are claims to the extent arising from (a) use of the Subscription Service in violation of this Agreement or Law, (b) use of the Subscription Service after Conceal notifies Customer to discontinue use because of an infringement claim, (c) any claim relating Customer Data, (d) modifications to the Subscription Service made by anyone other than Conceal (where the claim would not have arisen but for such modification), (e) the combination, operation, or use of the Subscription Service with software, applications, materials, data or equipment which was not provided by Conceal, to the extent that Customer’s liability for such claim would have been avoided in the absence of such combination, operation, or use; or (f) use of other than the latest release of the Software if such claim could have been avoided by use of the latest release. If the Subscription Service are held to infringe, Conceal will, at its own expense, in its sole discretion use commercially reasonable efforts either (a) to procure a license that will protect Customer against such claim without cost to Customer; (b) to replace the Subscription Service with non-infringing Subscription Service without material degradation; or (c) if (a) and (b) are not commercially feasible, terminate this Agreement and refund to Customer any prepaid unused fees paid to Conceal for the infringing Subscription Service.  The rights and remedies granted to Customer under this Section 10.1 state Conceal’s entire liability, and Customer’s exclusive remedy, with respect to any claim of infringement of the intellectual property rights of a third party, whether arising under statutory or common law or otherwise. 

10.2. Indemnification by Customer. Customer shall indemnify, defend, and hold Conceal harmless from and against any and all Losses resulting from a claim, suit, action, or proceeding brought by any third party against Conceal that arises out of or results from the Customer Data or Customer’s breach of its obligations in Section 3. 

10.3. Procedure. The indemnified party shall (i) promptly notify the indemnifying party in writing of any claim, suit or proceeding for which indemnity is claimed, provided that failure to so notify will not remove the indemnifying party’s obligation except to the extent it is prejudiced thereby, and (ii) allow the indemnifying party to solely control the defense of any claim, suit or proceeding and all negotiations for settlement; provided that the indemnifying party shall not settle any claim without the indemnified party’s prior written consent (such consent not to be unreasonably withheld or delayed).  The indemnified party shall also provide the indemnifying party with reasonable cooperation and assistance in defending such claim (at the indemnifying party’s cost). 

11. General Provisions

11.1. Modifications to the End User License Agreement. Conceal may modify this End User License Agreement from time to time. Any modifications will be effective as of the Effective Date of any Order that follows the posting of a notice of such modifications to https://conceal.io/terms-of-service/. 

11.2. Assignment. This Agreement shall be binding upon and for the benefit of each party and their permitted successors and assigns. Either party may assign this Agreement and all Orders as part of a corporate reorganization, consolidation, merger, or sale of substantially all of its assets provided that all Fees owed and due have been paid (in the case of an assignment by Customer) and the assignee agrees to be bound by all the terms of this Agreement. Except as expressly stated in this Agreement, neither party may otherwise assign its rights or delegate its duties under this Agreement either in whole or in part without the prior written consent of the other party, and any attempted assignment or delegation without such consent will be void. Conceal may use independent contractors or subcontractors to assist in the delivery of Subscription Service, provided that Conceal remains liable for the actions or omissions of the independent contractors or subcontractors and for the payment of their compensation. 

11.3. Insurance. Conceal shall maintain reasonably sufficient (as determined by Conceal) insurance coverage to enable it to meet its obligations and liabilities created by this Agreement.   

11.4. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, USA without regard to its conflict of law provisions. Any legal action or proceeding with respect to this Agreement shall be brought in the state or federal courts in Georgia. By execution and delivery of this Agreement, each of the parties hereto accepts for itself and in respect of its property, generally and unconditionally, the exclusive jurisdiction of the aforesaid courts. Each party knowingly, voluntarily, and intentionally waives (to the extent permitted by applicable law) any right the party may have to a trial by jury of any dispute arising under or relating to this Agreement. 

11.5. Independent Contractor. Each party is an independent contractor, and nothing in this Agreement shall be construed as a partnership or creating the relationships of employer and employee or principal and agent for any purpose whatsoever. Neither party shall make any contracts, warranties or representations or assume or create any obligations, express or implied, in the other party’s name or on its behalf. There are no third party beneficiaries, and the parties do not intend that any term of this Agreement be enforceable by any third party. Customer agrees this is not an exclusive relationship, and nothing in this Agreement prohibits Conceal from providing the same or similar Subscription Service to any third party.   

11.6. Force Majeure. If the performance of this Agreement or any obligation hereunder (other than obligations of payment) is prevented or restricted by reasons beyond the reasonable control of a party including computer related attacks, hacking, or acts of terrorism (a “Force Majeure Event”), the party so affected shall be excused from such performance and liability to the extent of such prevention or restriction. 

11.7. Notices. All legal notices shall be in writing and effective upon: (i) personal delivery, (ii) one (1) business day after deposit with a recognized overnight courier for U.S. deliveries (or three (3) business days for international deliveries), or (iii) the day of sending by email (except for notices from Customer regarding breach by Conceal, termination by Customer, or indemnifiable claims), if to Conceal then to “[email protected]” with the words “Legal Notice” in the subject line, or if to Customer then to the email address on the applicable Order by Customer. Billing-related notices to Customer may be provided by email to the relevant billing contact designated by Customer. Notices for Conceal shall be sent to: Conceal Inc., Attn: Legal, 1 10th Street, Suite 480, Augusta, GA 30901 USA, with a copy to [email protected]. Each party may change its email address and/or address for receipt of notice by giving notice of such change to the other party.  

11.8. Consent to Electronic Communications. By providing an email address or otherwise opting-in to receive electronic communications from Conceal, Customer and Users are agreeing to be contacted by or on behalf of Conceal at the email address(es) provided. These emails may be automated and may include information about the Subscription Service, Anonymized Web Data, Anonymized Potentially Malicious Code and/or Potentially Malicious Code Information. A User may manage communications via the User’s account and may opt out of receiving certain emails by clicking the “UNSUBSCRIBE” link at the bottom of emails. 

11.9. Modifications. Conceal may make modifications to the Subscription Service or components of the Subscription Service from time to time provided that such modifications do not materially degrade any functionality of the Subscription Service (and may provide alternative features that have materially the same benefits as the previous feature). Conceal reserves the right to change the rates, applicable charges, and usage policies for the Subscription Service (or any part thereof) and to introduce new charges, in each case to be effective at the start of the next renewal date, by providing Customer written notice (by email) of the change at least thirty (30) days prior to the next renewal date. Customer agrees that its purchase of the Subscription Service is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written public comments made by Conceal with respect to future functionality or features. 

11.10. Waiver, Severability. Performance of any obligation required by a party hereunder may be waived only by a written waiver signed by an authorized representative of the other party, which waiver shall be effective only with respect to the specific obligation described therein.  The failure of either party to exercise any of its rights under this Agreement will not be deemed a waiver or forfeiture of such rights.  The invalidity or unenforceability of one or more provisions of this Agreement will not affect the validity or enforceability of any of the other provisions hereof, and this Agreement will be construed in all respects as if such invalid or unenforceable provision(s) were omitted. 

11.11. Use of Name. Conceal may use Customer’s name and logo to identify Customer as an Conceal customer of the Subscription Service, including on Conceal’s public facing website and in Conceal’s marketing materials.  

11.12. Export.  Conceal make no representation that the Subscription Service is appropriate for use in any given country of use.  Customer is solely responsible for compliance with all Laws regarding export from the United States and re-export from other jurisdictions of software, technical data and information or derivatives of such software, or technical data and information. Customer understands that the Subscription Service and underlying information or technology may not be downloaded, or otherwise exported or re-exported into (or to a national or resident of) or used in any countries or by any individual subject to U.S. any trade embargo or exclusion, including Iran, Cuba, Syria, North Korea, and Sudan.  Customer warrants that Customer will not, directly or indirectly, without obtaining prior authorization from the competent government authorities as required by those laws and regulations:  (1) sell, export, re-export, transfer, divert, or disclose or provide the Subscription Service, Software or Documentation to any prohibited person, entity, or destination; or (2) use the Subscription Service, Software or Documentation for any use prohibited by the laws or regulations of the United States or Customer’s country of residence or location.  Customer will reasonably cooperate with Conceal and will provide Conceal promptly upon request with any certificates or documents, in each case as are reasonably requested to obtain approvals, consents, licenses and/or permits required for any payment or any export or import of the Subscription Service, Software or Documentation under this Agreement.  Nothing in this Agreement shall preclude Conceal from cooperating in any legal proceeding or government inquiry.    

11.13. United States Governmental Use.  The Software is copyright protected Commercial Computer Software and Computer Software Documentation as those terms are defined in 48 C.F.R. 2.101.  The U.S. Government shall obtain only those rights to the Software as are authorized by 48 C.F.R. 12.212 or 48 C.F.R. 227.7202-3, as applicable.  Any use, modification, reproduction, release, performance, display, or disclosure of the Software by the U.S. Government shall be governed solely by this Agreement.  The Software is deemed to be “commercial computer software” and “commercial computer software documentation,” respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable.  Any use, modification, reproduction, release, performance, display, or disclosure of the Software by the United States Government shall be governed solely by the terms of this Agreement and shall be prohibited except to the extent expressly permitted by the terms of this Agreement.  

11.14. Entire Agreement. This Agreement and all Orders are the entire agreement between the parties, and supersedes all prior or contemporaneous proposals, understandings, representations, warranties, covenants, and any other communications (whether written or oral) between the parties relating thereto and is binding upon the parties and their permitted successors and assigns.  Other than as set forth in Section 11.1 (Modification to the End User License Agreement), only a written amendment that refers to this Agreement or the applicable Order and that is signed by both parties may amend this Agreement or such Order. The terms and conditions contained in any purchase order issued by Customer shall be of no force or effect, even if the purchase order is accepted by Conceal. Section headings are included in this Agreement merely for convenience of reference; they are not to be considered part of this Agreement or used in the interpretation of this Agreement.  When used in this Agreement, “including” means “including without limitation.” No rule of strict construction will be applied in the interpretation or construction of this Agreement. This Agreement shall be construed and interpreted fairly, in accordance with the plain meaning of its terms, and there shall be no presumption or inference against the party drafting this Agreement in construing or interpreting the provisions hereof. In the event of any conflict between the terms and conditions set forth in this Agreement and any Order, the terms of the Order shall control, but solely with respect to the Subscription Service described therein.  

MSP Addendum to the Conceal End User License Agreement

This MSP Addendum (“Addendum“) forms part of the End User License Agreement (“Agreement“) between Conceal, Inc. (“Conceal”) and the Party identified as Customer in the applicable Order (“MSP”) and applies where, and to the extent that, MSP desires to obtain a subscription to use the Subscription Service for the purpose of providing certain elements of the Subscription Service to MSP’s End-Clients (defined below).

By entering into an Order or Agreement that incorporates this Addendum by reference, the parties are deemed to have signed this Addendum. 

The terms used in this Addendum shall have the meanings set forth in this Addendum. Capitalized terms not otherwise defined herein shall have the meaning given to them in the Agreement. Except as modified below, the terms of the Agreement shall remain in full force and effect.

In consideration of the mutual obligations set out herein, the parties hereby agree that the terms and conditions set out below shall be added as an Addendum to the Agreement. Except where the context requires otherwise, references in this Addendum to the Agreement are to the Agreement as amended by, and including, this Addendum.

Date last modified: February 16, 2024 

1. Definitions

1.1. “End-Client” shall mean any Entity for whom MSP provides one or more elements of the Subscription Service.

1.2. “End-Client Device” shall mean a device owned or controlled by End-Client where the Downloadable Software is downloaded.

1.3. “Entity” shall mean any natural person, corporation, general partnership, limited partnership, limited liability company or partnership, proprietorship, other business organization, trust, union, association or governmental authority.

1.4. Modifications to Definitions in Section 1 of the Agreement:  

1.4.1. “Anonymized Potentially Malicious Code” and “Anonymized Web Data” will not identify End-Client.

1.4.2. “Customer Data” includes any (A) any data, text, images, documents, and other information provided by End-Client or a User at End-Client to Conceal for Conceal to provide the Subscription Service to Customer and End-Client, and (b) Web Data collected about End-Client or a User at End-Client’s browsing, systems, and applications, including website meta-data and processes transmitted to the Subscription Service via a browser extension provided as part of the Downloadable Software.

1.4.3. “Feedback” includes any Feedback provided by End-Client.

1.4.4. “Usage Data” includes any Usage Data collected about End-Client and will not identify End-Client.

1.4.5. A “User” includes End-Client’ and their Affiliates’ employees and contractors who are using the Subscription Service solely on behalf of End-Client.

2. Subscription Service

2.1. MSP is a provider of certain managed service provider services (“MSP Services”) to various End-Clients. The rights granted to MSP in Section 2.1 of the Agreement include the limited, non-sublicensable, non-exclusive, non-transferable (except as expressly permitted in Section 11.1 of the Agreement) right during the Term for: (a) MSP to use the Subscription Service to provide the MSP Services to End-Clients, (b) MSP to provide End-Clients and Users at End-Clients the Downloadable Software for use on End-Client Devices. If the scope of MSP Services or the type of End-Clients are further defined or limited in the applicable Order, then the rights granted in this Section apply only to the MSP Services and/or End-Clients as further limited by the applicable Order.  

2.2. All Customer obligations set forth in Section 3 of the Agreement (Customer Obligations) apply to any use of the Subscription Service by End-Client and Users at End-Clients. MSP shall ensure that End-Clients are aware of and comply with these obligations and shall be responsible and liable to Conceal for any breach of Section 3 of the Agreement by End-Client and Users at End-Clients. MSP is responsible for ensuring all Customer obtains all consents from End-Clients and Users at End-Clients required for Conceal to process and use any Customer Data, including, without limitation, for the purposes of using Customer Data to create Machine Learning.

3. Relationship

The parties agree that (i) MSP, and not Conceal, shall determine the prices and terms upon which MSP Services are offered to End-Clients and bears all risk of collection of fees from End-Clients; and (ii) MSP is an independent purchaser of the Subscription Service, and shall not be considered an agent or legal representative of Conceal for any purpose, and neither MSP nor any director, officer, agent or employee of MSP, shall be, or be considered, an employee or agent of Conceal for any purpose whatsoever. Further, MSP is not granted and shall not exercise any right or authority to assume or create any obligation or responsibility on behalf of or in the name of Conceal, including without limitation contractual obligations and obligations based on warranties or guarantees. Except as specifically provided in this Agreement, the operations of MSP under this Agreement are subject to the sole control and management of MSP. No End-Client is a third party beneficiary of the Agreement. The warranties and indemnities provided to MSP under the Agreement are personal and not transferrable to any End-Client.

4. End Client Agreements

MSP is responsible for ensuring that each End-Client is bound by appropriate terms and conditions governing such End-Client’s receipt of the MSP Services and access to and use of the Subscription Services and Software as part of such MSP Services (“MSP Terms”). Such MSP Terms must be at least as protective of Conceal’s rights under the Agreement, the Subscription Service, and the Software as this Agreement. MSP and Conceal agree that only MSP will have a contractual relationship with End-Client.

5. Removal of End-Clients and End-Client Devices

Except as otherwise stated in this Agreement and subject to MSP’s ongoing obligation to pay Conceal any fees owed hereunder, MSP may remove End-Clients and End-Client Devices at any time by removing the relevant Downloadable Software and notifying Conceal in writing (email is sufficient). The removal of End-Client Devices shall impact the affected End-Client Devices only, and such activity shall not be deemed to be a termination of this Agreement or any subscription to the Subscription Services provided under this Agreement.

6. Use of Trademarks

Subject to the terms and conditions of this Agreement, Conceal hereby grants MSP a limited, non-exclusive, non-transferable, non-sublicensable right and license to display and use Conceal’s trademarks identified by Conceal solely to promote and make available the Subscription Service to End-Clients. Any such use and all goodwill from such use will inure to the benefit of Conceal and will be subject to Conceal’s trademark usage guidelines provided to MSP from time to time. Conceal reserves all rights, value and goodwill associated with its trademarks. Conceal may revoke such license if at any time.

7. NFR Licenses

At no additional charge, Conceal shall provide MSP up to five (5) ConcealBrowse Standard Licenses which may be used for internal use only (“NFR Licenses”). Use of NFR Licenses by MSP is subject to the EULA and in no event may MSP resell or otherwise sublicense NFR Licenses to third parties.