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EULA 2022

End User License Agreement

Last updated: May 5, 2022

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This End-User License Agreement (this “EULA”) is a legal agreement between YOU (“Licensee”) and ControlMap (“Licensor”), and all customers who access the ControlMap software.

By installing, copying, or otherwise using the Software, Licensee agrees to be bound by the terms and conditions set forth in this EULA. If Licensee does not agree to the terms and conditions set forth in this EULA, then Licensee may not download, install, or use the Software.

Grant of License

  • Scope of License Subject to the terms of this EULA, Licensor hereby grants to Licensee a royalty-free, non-exclusive license to possess and to use a copy of the Software.
  • Installation and Use Licensee may install and use an unlimited number of copies of the Software solely for the Licensee's business use.

Description of Rights and Limitations

  • Limitations Licensee and third parties may not reverse engineer, decompile, or disassemble the Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding the limitation.
  • Update and Maintenance Licensor shall provide updates and maintenance on the Software on an as-needed basis.
  • Separation of Components The Software is licensed as a single product. Its components may not be separated for use on more than one computer.

Title to Software

Licensor represents and warrants that it has the legal right to enter into and perform its obligations under this EULA, and that use by the Licensee of the Software, in accordance with the terms of this EULA, will not infringe upon the intellectual property rights of any third parties.

Intellectual Property

All now known or hereafter known tangible and intangible rights, title, interest, copyrights, and moral rights in and to the Software, including but not limited to all images, photographs, animations, video, audio, music, text, data, computer code, algorithms, and information, are owned by Licensor. The Software is protected by all applicable copyright laws and international treaties.

Support

Licensor will provide phone support, available 24 hours per day, 7 days per week for a time period of for the term of the partnership.

Duration

  • This EULA is effective for 12 months or until:
    • Automatically terminated or suspended if Licensee fails to comply with any of the terms and conditions set forth in this EULA; or
    • Terminated or suspended by Licensor, with or without cause.
  • In the event this EULA is terminated, you must cease use of the Software and destroy all copies of the Software.

Jurisdiction

This EULA shall be deemed to have been made in and shall be construed pursuant to the laws of the State of Washington, without regard to conflicts of laws provisions thereof. Any legal action or proceeding relating to this EULA shall be brought exclusively in courts located in Seattle, WA, and each party consents to the jurisdiction thereof. The prevailing party in any action to enforce this EULA shall be entitled to recover costs and expenses, including, without limitation, attorneys’ fees. This EULA is made within the exclusive jurisdiction of the United States, and its jurisdiction shall supersede any other jurisdiction of either party’s election.

Non-Transferable

This EULA is not assignable or transferable by Licensee, and any attempt to do so would be void.

Severability

No failure to exercise, and no delay in exercising, on the part of either party, any privilege, any power, or any rights hereunder will operate as a waiver thereof, nor will any single or partial exercise of any right or power hereunder preclude further exercise of any other right hereunder. If any provision of this EULA shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this EULA shall otherwise remain in full force and effect and enforceable.

WARRANTY DISCLAIMER

LICENSOR, AND AUTHOR OF THE SOFTWARE, HEREBY EXPRESSLY DISCLAIM ANY WARRANTY FOR THE SOFTWARE. THE SOFTWARE AND ANY RELATED DOCUMENTATION IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. LICENSEE ACCEPTS ANY AND ALL RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE.

LIMITATION OF LIABILITY

LICENSOR SHALL NOT BE LIABLE TO LICENSEE, OR ANY OTHER PERSON OR ENTITY CLAIMING THROUGH LICENSEE ANY LOSS OF PROFITS, INCOME, SAVINGS, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, DIRECT, OR INDIRECT DAMAGE, WHETHER ARISING IN CONTRACT, TORT, WARRANTY, OR OTHERWISE. THESE LIMITATIONS SHALL APPLY REGARDLESS OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. UNDER NO CIRCUMSTANCES SHALL LICENSOR’S AGGREGATE LIABILITY TO LICENSEE, OR ANY OTHER PERSON OR ENTITY CLAIMING THROUGH LICENSEE, EXCEED THE FINANCIAL AMOUNT ACTUALLY PAID BY LICENSEE TO LICENSOR FOR THE SOFTWARE.

Entire Agreement

This EULA constitutes the entire agreement between Licensor and Licensee and supersedes all prior understandings of Licensor and Licensee, including any prior representation, statement, condition, or warranty with respect to the subject matter of this EULA.

Interpretation

The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.

Definitions (For the Purposes of These Terms and Conditions:)

Service refers to the ControlMap GRC SAAS Platform.

Service Provider or Company (referred to as either “the Service Provider,” “the Company,” “We,” “Us,” or “Our” in this Agreement) refers to ControlMap, 2018 156th AVE NE BELLEVUE, WA 98007.

Customer (referred to as either “the Customer,” “You,” “you’re” in this Agreement) refers to the entity or organization who is subscribing to the Service.

Customer Data means any electronic data or information submitted by Customer to the Service.

Documentation means Service Provider’s electronic and hardcopy user guide for the Service, which may be updated from time to time.

Subscriptions refer to the services or access to the Service offered on a subscription basis by the Service Provider to the Customer.

Terms and Conditions (also referred to as “Terms”) mean these Terms and Conditions that form the entire agreement between Customer and the Company regarding the use of the Service.

Third-party Social Media Service means any services or content (including data, information, products, or services) provided by a third-party that may be displayed, included, or made available by the Service.

Website refers to the Company’s website, accessible from www.controlmap.io

Affiliate means an entity that controls, is controlled by, or is under common control with a party, where “control” means ownership of 50% or more of the shares, equity interest, or other securities entitled to vote for the election of directors or other managing authority.

Country refers to the United States.

Access

Service Provider hereby grants Customer a non-exclusive, non-transferable, right to access, configure and use the purchased Subscription Service and Documentation, solely for the internal business purposes of Customer and its Affiliates and solely during the Term, subject to the terms and conditions of this Agreement within the scope of use defined in the relevant Order Form.

Restrictions

Customer shall not, nor permit others to:

  • License, sub-license, sell, resell, lease, transfer, distribute, or timeshare the Service, Software, or Documentation;
  • Create derivative works based on or otherwise modify the Service or Documentation;
  • Disassemble, reverse engineer or decompile the Service;
  • Access the Service or Documentation in order to develop a competing product or service;
  • Use the Service to provide a service for others;
  • Remove or modify a copyright or other proprietary rights notice on or in the Service or Documentation;
  • Disable, hack or otherwise interfere with any security, digital signing, digital rights management, verification, or authentication mechanisms implemented in or by the Subscription Service.

General Provisions

Assignment

Neither Party may assign its rights or obligations, whether by operation of law or otherwise, without the prior written consent of the other Party, which shall not be unreasonably withheld. Notwithstanding the foregoing, either Party may, upon notice and without the other Party’s consent:

  • In connection with a merger, reorganization, or sale of all or substantially all of the assets or equity of such Party, assign this Agreement in its entirety to such Party’s successor; and
  • Assign this Agreement in its entirety to any company, partnership, or other legal entity which from time to time directly or indirectly Controls, is Controlled by, or is under the common control with such Party, where “Control” means the legal power to direct or cause the direction of the general management of the company, partnership or other legal entity. Any attempted or purported assignment in violation of this Section will be null and void. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the Parties, their respective successors, and permitted assigns.

Notice

Except as otherwise provided herein, all notices shall be in writing and deemed given upon:

  • Personal delivery;
  • When received by the addressee if sent by a nationally recognized overnight courier (receipt requested);
  • The second business day after mailing; or
  • The first business day after sending by email, except that email shall not be sufficient for notices of termination or regarding a Claim. Notices shall be sent to the Parties as set forth on the signature page of this Agreement or as otherwise agreed to by the Parties in writing.

Amendment

Any modification of this Agreement, an Order Form, the Subscription Service Guide, an SOW, or a Service Description must be in writing and signed by authorized representatives of both Parties.

Relationship of the Parties

The Parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship. Neither Party shall have any right or authority to assume or create any obligation of any kind expressed or implied in the name of or on behalf of the other Party. Service may at any time subcontract or delegate in any manner any or all of its obligations under this Agreement to any third party or agent.

Service Level Agreement

At a time agreed upon by the Parties, they will mutually agree upon appropriate service levels in a document which shall be incorporated by reference into this Agreement.  Such service level agreement (SLA) will contain:

  • The metrics being measured to define service levels (e.g., availability, reliability, etc.).
  • How the service level percentage is calculated.
  • Any exclusions to performance.
  • How credits or refunds are calculated and applied to customer accounts.
  • Prioritization and response times for reported bugs.
  • Information regarding general maintenance and upgrades.

Privacy Policy

Collecting and Using Your Personal Data.

Types of Data Collected

Personal Data

While using Our Service, we may ask You to provide Us (Us not defined) with certain personal information that can be used to contact or identify You (You not defined). This information may include, but is not limited to:

  • Email address.
  • First name and last name.
  • Payment information to pay for products and/or services within the Service.
  • Usage Data.

Usage Data

Usage Data is collected automatically when using the Service. Usage Data may include information such as Your Device’s Internet Protocol Address (e.g., IP address), browser type, browser version, the pages of our Service that You visit, the time and date of your visit, the time spent on those pages, unique device identifiers and other diagnostic data.

Tracking Technologies and Cookies

We use Cookies and similar tracking technologies to track the activity on Our Service and store certain information. Some of this data is essential for the Service to operate efficiently. If you do not want to want the application to store the data, you may opt-out of the service.

Use of Your Personal Data

The Company may use Personal Data for the following purposes:

  • To provide and maintain our Service, including to monitor the usage of our Service.
  • To manage Your Account: to manage Your registration as a user of the Service. The Personal Data You provide can give You access to different functionalities of the Service that are available to You as a registered user.
  • For the performance of a contract: the development, compliance, and undertaking of the purchase contract for the products, items, or services You have purchased or of any other contract with Us through the Service.
  • To contact You: To contact You by email, telephone calls, SMS, or other equivalent forms of electronic communication, such as a mobile application’s push notifications regarding updates or informative communications related to the functionalities, products, or contracted services, including the security updates, when necessary or reasonable for their implementation.
  • To provide You with news, and general information about other features, services, and events which we offer that are similar to those that you have already purchased or enquired about unless You have opted not to receive such information.

Sharing of Your Personal Data

We may share your personal information in the following situations:

  • With Service Providers: We may share Your personal information with Service Providers to monitor and analyze the use of our Service.
  • For Business transfers: We may share or transfer Your personal information in connection with, or during negotiations of, any merger, sale of Company assets, financing, or acquisition of all or a portion of our business to another company.

Retention of Your Personal Data

The Company will retain Your Personal Data only for as long as is necessary for the purposes set out in this Privacy Policy. We will retain and use Your Personal Data to the extent necessary to comply with our legal obligations (for example, if we are required to retain your data to comply with applicable laws), resolve disputes, and enforce our legal agreements and policies. The Company will also retain Usage Data for internal analysis purposes. Usage Data is generally retained for a shorter period of time, except when this data is used to strengthen the security or to improve the functionality of Our Service, or We are legally obligated to retain this data for longer time periods.

Transfer of Your Personal Data

Your information, including Personal Data, is processed at the Company’s operating offices and operating offices of its Partners. All data is maintained in the Country and NOT transferred out of the Country. The Company will take all steps reasonably necessary to ensure that Your data is treated securely and in accordance with this Privacy Policy, and no transfer of Your Personal Data will take place to an organization or a country unless your consent is acquired and when there are adequate controls in place including the security of Your data and other personal information.

Disclosure of Your Personal Data

Business Transactions

If the Company is involved in a merger, acquisition, or asset sale, Your Personal Data may be transferred. We will provide notice before Your Personal Data is transferred and becomes subject to a different Privacy Policy.

Law Enforcement

Under certain circumstances, the Company may be required to disclose Your Personal Data if required to do so by law or in response to valid requests by public authorities (e.g., a court or a government agency).  Unless otherwise prohibited by law, the Company shall notify you, in advance of disclosure, to provide you with adequate time to take steps to protect your Personal Data.

Other Legal Requirements

The Company may disclose Your Personal Data in the good faith belief that such action is necessary to:

  • Comply with a legal obligation.
  • Protect and defend the rights or property of the Company.
  • Prevent or investigate possible wrongdoing in connection with the Service.
  • Protect the personal safety of users of the Service or the public.
  • Protect against legal liability.

Security of Your Personal Data

The security of Your Personal Data is important to Us but remember that no method of transmission over the Internet or method of electronic storage is 100% secure. While We strive to use commercially acceptable means to protect Your Personal Data, we cannot guarantee its absolute security.

Detailed Information on The Processing of Your Personal Data

Service Providers have access to Your Personal Data only to perform their tasks on Our behalf and are obligated not to disclose or use it for any other purpose.

Last updated May 5, 2022.