https://goteleport.com/_next/static/chunks/pages/legal/previous-terms/tos-11-02-2023-eea47299a1329073.js

1(self.webpackChunk_N_E=self.webpackChunk_N_E||[]).push([[52716],{64389:(e,n,t)=>{"use strict";t.r(n),t.d(n,{default:()=>c,meta:()=>a});var r=t(6029),i=t(16285),o=t(87879);let a={layout:"content",title:"Prior Terms of Service",description:"Teleport Terms of Service. Last Updated: November 2, 2023",noIndex:!0},s=function(e){return(0,r.jsx)(o.A,Object.assign({},e,{meta:a}))};function l(e){let n=Object.assign({div:"div",p:"p",strong:"strong",a:"a",h2:"h2",ul:"ul",li:"li",ol:"ol",span:"span"},(0,i.RP)(),e.components);return(0,r.jsxs)(r.Fragment,{children:[(0,r.jsx)(n.div,{style:{border:"1px solid #ff0000",padding:"20px",maxWidth:"95%",borderRadius:"6px",backgroundColor:"#ffebee"},children:(0,r.jsx)(n.div,{children:(0,r.jsxs)(n.p,{children:[(0,r.jsx)(n.strong,{children:"Attention"}),": This Terms of Service is obsolete. Please see our current Terms of Service ",(0,r.jsx)(n.a,{href:"/legal/tos",children:"here"}),"."]})})}),"\n",(0,r.jsx)(n.h2,{children:"Our prior Terms of Services"}),"\n",(0,r.jsxs)(n.ul,{children:["\n",(0,r.jsx)(n.li,{children:(0,r.jsx)(n.a,{href:"/legal/previous-terms/tos-04-30-2023/",children:"Before April 30th, 2023"})}),"\n",(0,r.jsx)(n.li,{children:(0,r.jsx)(n.a,{href:"/legal/previous-terms/tos-11-09-2020/",children:"Before November 9th 2020"})}),"\n"]}),"\n",(0,r.jsx)(n.h2,{children:"Terms of Service"}),"\n",(0,r.jsx)(n.p,{children:"THESE TERMS OF SERVICE (“TERMS”) GOVERN CUSTOMER’S ACCESS AND USE OF THE\nSAAS SERVICES, SOFTWARE AND SERVICES. CAPITALIZED TERMS HAVE THE\nDEFINITIONS SET FORTH HEREIN. GRAVITATIONAL, INC. (“TELEPORT”) AND\nCUSTOMER SHALL EACH INDIVIDUALLY BE REFERRED TO AS A “PARTY” AND\nTOGETHER CONSTITUTE THE “PARTIES”."}),"\n",(0,r.jsx)(n.p,{children:"THESE TERMS ARE EFFECTIVE AS OF THE DATE YOU FIRST CLICK “I AGREE” (OR\nSIMILAR BUTTON OR CHECKBOX) OR USE OR ACCESS THE SOFTWARE OR SAAS\nSERVICES, WHICHEVER IS EARLIER (THE “EFFECTIVE DATE”). THESE TERMS DO\nNOT HAVE TO BE SIGNED IN ORDER TO BE BINDING. YOU INDICATE YOUR ASSENT\nTO THESE TERMS BY CLICKING “I AGREE” (OR SIMILAR BUTTON OR CHECKBOX) AT\nTHE TIME YOU REGISTER FOR THE SOFTWARE, SAAS SERVICES, CREATE AN\nACCOUNT, OR PLACE AN ORDER. IF CUSTOMER REGISTERS FOR A FREE TRIAL OF\nTHE SOFTWARE OR SAAS SERVICES, THE APPLICABLE PROVISIONS OF THESE TERMS\nWILL ALSO GOVERN THAT FREE TRIAL."}),"\n",(0,r.jsx)(n.p,{children:"IF THE INDIVIDUAL ACCEPTING THESE TERMS IS ACCEPTING ON BEHALF OF A\nCOMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE\nTHE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS, IN WHICH CASE THE TERM\n“CUSTOMER” SHALL REFER TO SUCH ENTITY. IF THE INDIVIDUAL ACCEPTING THESE\nTERMS DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS,\nSUCH INDIVIDUAL MUST NOT ACCEPT THESE TERMS AND MAY NOT USE THE\nSOFTWARE, SAAS SERVICES OR SERVICES."}),"\n",(0,r.jsx)(n.p,{children:"Teleport’s competitors are prohibited from accessing the Licensed\nMaterials, except with Teleport’s prior written consent."}),"\n",(0,r.jsxs)(n.ol,{children:["\n",(0,r.jsxs)(n.li,{children:["\n",(0,r.jsx)(n.p,{children:"Scope."}),"\n",(0,r.jsx)(n.p,{children:"1.1  These Terms set forth the terms and conditions under which\nTeleport will provide the Software and Services to Customer\nduring the Subscription Term, whether the Software is deployed\ninto Customer’s Computing Environment and/or made available as\nSaaS Service from Teleport’s Computing Environment."}),"\n",(0,r.jsx)(n.p,{children:"1.2  Account Credentials. As part of the registration process,\nCustomer will identify an administrative username and password\n(“Administrator Credentials”). Customer may use the\nAdministrative Credentials to create accounts (each with their\nown separate usernames and passwords) for its Users (“User\nCredentials”), in accordance with the provisions of the\napplicable Sales Order. The Administrator Credentials and\nUsers Credentials are collectively referred to as the “Account\nCredentials”. Customer is responsible for maintaining the\nsecurity of the Account Credentials and will promptly notify\nTeleport upon learning of any compromise to the Account\nCredentials."}),"\n",(0,r.jsx)(n.p,{children:"1.3  Affiliates. The rights granted under these Terms apply only to\nthe Customer entity that signs an Sales Order with Teleport.\nCustomer Affiliates shall be entitled to enter into one or\nmore Sales Orders with Teleport pursuant to these Terms and,\nin such circumstances, all references in these Terms to\nCustomer shall be deemed to be applicable to the Customer\nAffiliate with respect to that Sales Order, unless otherwise\nset forth in writing. With respect to each such Sales Order,\nsuch Customer Affiliate becomes a party to these Terms and\nreferences to Customer in these Terms are deemed to be\nreferences to such Customer Affiliate. Each Sales Order is a\nseparate obligation of the Customer entity that enters into\nsuch Sales Order, and the rights granted in connection with\nsuch Sales Order are solely for the benefit of such Customer\nentity that enters into such Sales Order, and n

1o other\nCustomer entity has any liability, obligation or rights under\nsuch Sales Order."}),"\n"]}),"\n",(0,r.jsxs)(n.li,{children:["\n",(0,r.jsx)(n.p,{children:"Licenses."}),"\n",(0,r.jsx)(n.p,{children:"2.1  Licensed Materials."}),"\n",(0,r.jsx)(n.p,{children:"2.1.1  If the Subscription is for Software deployed in Customer’s\nComputing Environment, Teleport hereby grants to Customer\nduring the Subscription Term, a nonexclusive, worldwide\n(subject to Section 12.4), non-transferable (except as\npermitted under Section 12.2), license to deploy, operate\nand use the Software in Customer’s Computing Environment and\nto allow its Users to access and use the Software, as so\ndeployed, in accordance with these Terms, the Documentation\nand Sales Order."}),"\n",(0,r.jsx)(n.p,{children:"2.1.2  If the Subscription is for Software deployed via SaaS\nService, Teleport hereby grants to Customer during the\nSubscription Term, a nonexclusive, worldwide (subject to\nSection 12.4), non-transferable (except as permitted under\nSection 12.2), license to access and use the Software via\nthe SaaS Service and to allow its Users to access and use\nthe Software and SaaS Service, in accordance with these\nTerms, the Documentation and Sales Order."}),"\n",(0,r.jsx)(n.p,{children:"2.1.3  Permitted Use. Customer may use the SaaS Service and\nSoftware only in support of Customer’s internal operations."}),"\n",(0,r.jsx)(n.p,{children:"2.2  Users. Customer is responsible for all obligations hereunder arising\nin connection with its Users’ access and use of the Licensed\nMaterials. In addition, Customer is liable for any act or omission\nby such User to the same degree as if the act or omission were\nperformed by Customer such that a User’s breach of these Terms will\nbe deemed to be a breach of these Terms by Customer."}),"\n",(0,r.jsx)(n.p,{children:"2.3  Restrictions. Except as specifically provided in these Terms,\nCustomer and its User may not (a) copy the Licensed Materials, in\nwhole or in part; distribute copies of Licensed Materials, in whole\nor in part, to any third party; (b) modify, adapt, translate, make\nalterations to or make derivative works based on Licensed Materials\nor any part thereof; (c) decompile, reverse engineer, disassemble or\notherwise attempt to derive source code, algorithms or the\nunderlying structure of the Software; (d) use, rent, loan,\nsub-license, lease, distribute or attempt to grant other rights to\nany part of the Licensed Materials to third parties; (e) use the\nLicensed Materials to act as a consultant, service bureau or\napplication service provider; (f) permit access of any kind to the\nLicensed Materials to any third party; (g) incorporate the Software\ninto a product or service Customer provides to a third party; or (h)\naccess or use the Software to develop a competitive product or\nservice, or engage in competitive analysis or benchmarking."}),"\n"]}),"\n",(0,r.jsxs)(n.li,{children:["\n",(0,r.jsx)(n.p,{children:"Services, Product Previews, Free Trials and Third Party Services."}),"\n",(0,r.jsx)(n.p,{children:"3.1  Professional Services. Teleport may provide Professional\nServices under these Terms. The scope, pricing, and other terms\nfor these services will be described in the applicable Sales\nOrder."}),"\n",(0,r.jsx)(n.p,{children:"3.2  Support Services. During the Subscription Term, Teleport will\nprovide Support Services to Customer in accordance with the\nsupport package purchased by Customer."}),"\n",(0,r.jsxs)(n.p,{children:["3.3  ",(0,r.jsx)(n.span,{id:"product-previews",children:"Product Previews"}),". During the Term,\nTeleport may offer access to Product Previews. Use of Products\nPreviews is permitted only for Customer’s internal evaluation\nduring the period designated by Teleport. Either Party may\nterminate Customer’s use of Product Previews at any time for any\nreason. Customer acknowledges and understands that Product\nPreviews may contain bugs, errors, omissions, or otherwise be\ninoperable, incomplete or include features never released. The\nProduct Previews, including without limitation Customer’s\nassessment of or Feedback are the Confidential Information of\nTeleport. Notwithstanding anything else in this Agreement,\nTeleport offers no warranty, indemnity, or Support Services for\nProduct Previews."]}),"\n",(0,r.jsx)(n.p,{children:"3.4  Free Trial. If Customer registers for a free trial, Teleport\nwill make the Software or SaaS Services available to Customer on\na trial basis free of charge until the earlier of (a) the end of\nthe free trial period for which Customer registered to use the\napplicable Softw

1are or SaaS Services, or (b) the start date of\nany purchased subscription ordered by Customer for such Software\nor SaaS Services, or (c) termination by Teleport in its sole\ndiscretion. Additional trial terms and conditions may appear on\nthe trial registration web page. Any such additional terms and\nconditions are incorporated into these Terms by reference and\nare legally binding. Notwithstanding anything else in this\nAgreement, Teleport offers no warranty, indemnity, or Support\nServices for Free Trials involving the Software or SaaS\nServices."}),"\n",(0,r.jsx)(n.p,{children:"3.5  This Party Services. Teleport may utilize certain third party\nsoftware, technology, or services (“Third Party Services”) to\nfacilitate and support the SaaS Service, including to process\nand administer payment. Teleport does not control and is not\nresponsible for any third party software, technology, or\nservices integrated with the SaaS Service or accessed or used by\nCustomer in connection with Customer’s use of the SaaS Service.\nThe ability to use third party software, technology, or services\nin connection with the SaaS Service does not imply any\nendorsement by Teleport and Teleport makes no representations or\nwarranties with respect to any third party software, technology,\nor services. If Customer or Users are required to agree to any\nthird party software licenses or other third party terms,\nCustomer shall be responsible for complying with such third\nparty terms and conditions and for compliance by its Users."}),"\n",(0,r.jsx)(n.p,{children:"3.6  NOTWITHSTANDING THE “REPRESENTATIONS AND WARRANTIES, REMEDIES\nAND DISCLAIMERS” SECTION AND “TELEPORT INDEMNITY” SECTIONS\nBELOW, PRODUCT PREVIEWS AND FREE TRIALS OF THE SOFTWARE AND SAAS\nSERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND TELEPORT\nSHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY\nTYPE WITH RESPECT TO ANY PRODUCT PREVIEWS OR THE SOFTWARE OR\nSAAS SERVICES FOR THE FREE TRIAL PERIOD UNLESS SUCH EXCLUSION OF\nLIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE\nTELEPORT’S LIABILITY WITH RESPECT TO THE PRODUCT PREVIEWS OR\nSOFTWARE OR SAAS SERVICES PROVIDED DURING THE FREE TRIAL SHALL\nNOT EXCEED FIVE HUNDRED DOLLARS ($500.00). WITHOUT LIMITING THE\nFOREGOING, TELEPORT AND ITS AFFILIATES DO NOT REPRESENT OR\nWARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF THE PRODUCT\nPREVIEWS OR THE SOFTWARE OR SAAS SERVICES DURING THE FREE TRIAL\nPERIOD WILL MEET CUSTOMER’S REQUIREMENTS, AND (B) CUSTOMER’S USE\nOF THE PRODUCT PREVIEWS OR THE SOFTWARE OR SAAS SERVICES DURING\nTHE FREE TRIAL PERIOD WILL BE UNINTERRUPTED, TIMELY, SECURE OR\nFREE FROM ERROR. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE\n“LIMITATION OF LIABILITY” SECTION BELOW, CUSTOMER SHALL BE FULLY\nLIABLE UNDER THESE TERMS TO TELEPORT AND ITS AFFILIATES FOR ANY\nDAMAGES ARISING OUT OF CUSTOMER’S USE OF THE PRODUCT PREVIEWS OR\nTHE SOFTWARE OR SAAS SERVICES DURING THE FREE TRIAL PERIOD, ANY\nBREACH BY CUSTOMER OF THESE TERMS AND ANY OF CUSTOMER’S\nINDEMNIFICATION OBLIGATIONS HEREUNDER."}),"\n"]}),"\n",(0,r.jsxs)(n.li,{children:["\n",(0,r.jsx)(n.p,{children:"Billing and Payment."}),"\n",(0,r.jsx)(n.p,{children:"4.1.  Monthly and Annual Plans. Subscriptions for Software deployed in the\nCustomer’s Computing Environment are offered on an annual basis and\nSubscriptions for the SaaS Service are offered either on a monthly\nsubscription basis (e.g., Teleport Team) or an annual subscription\nbasis."}),"\n",(0,r.jsx)(n.p,{children:"4.2.  Renewals. Except as otherwise specified in the Sales Order, unless\neither Party cancels Customer’s Subscription prior to expiration of\nthe current Subscription Term, Customer’s Subscription will\nautomatically renew for another Subscription Term of a period equal\nto Customer’s initial Subscription Term. Customer will provide any\nnotice of non-renewal through the means Teleport designates, which\nmay include settings in the Customer’s account or contacting the\nTeleport support team. The cancellation of a Subscription means that\nCustomer will not be charged for the next billing cycle, but\nCustomer will not receive any refunds or credits for amounts that\nhave already been charged. Unless otherwise set forth in the\napplicable Sales Order, the Software will be charged at the\nthen-current rates."}),"\n",(0,r.jsx)(n.p,{children:"4.3.  Payment. Customer will pay all fees by the due dates and in the\ncurrency specified in the applicable invoice. Late payments are\nsubject to a charge of 1.5% per month or the maximum amount allowed\nby law, whichever is less, and may be assessed by Teleport in its\ndiscretion. Customer agrees that Teleport may bill Customer’s credit\ncard or other payment method for renewals, additional users,\noverages to set limits or scopes of use, and unpaid fees, as\napplicable. All fees are non-refundable except as expressly provided\nin these Terms."}),"\n",(0,r.jsx)(n.p,{children:"4.3.1.  Self-Service Plans. If Customer purchases a monthly Subscription to\nthe SaaS Service (e.g., Teleport Team), all payments under these\nTerms will be made and processed using a third party processing\nplatform (“PSP”) as indicated on the invoice. Customer may be\nrequired to register and create an account with the PSP. Payment\nprocessing services for the SaaS Service provided by the PSP are\nsubject to the PSP’s terms and conditions, terms of service, or\nsimilar contract (“PSP Agreement”). By agreeing to these Terms,\nCustomer agrees to be bound by the PSP Agreement. As a condition\nof Teleport enabling payment processing services through the PSP,\nCustomer agrees to provide Teleport accurate and complete\ninformation, and Customer authorizes Teleport to share it and\ntransaction information related to Customer’s use of the payment\nprocessing services provided by the PSP. Teleport is not a party\nto the PSP Services Agreement as the PSP Services Agreement is a\ncontract between Customer and the PSP. Accordingly, Teleport has\nno obligation, responsibility or liability to Customer any User\nunder the PSP Services Agreement."}),"\n",(0,r.jsx)(n.p,{children:"4.4.  Taxes. Customer is responsible for any sales, use, duty, goods and\nservices tax, value-ad

1ded, withholding or similar taxes, tariffs,\nlevies, duties and other governmental charges whether domestic or\nforeign (collectively, “Taxes”); other than Teleport’s income. If\nCustomer is required by law to withhold any Taxes, Customer must\nprovide Teleport with an official tax receipt or other appropriate\ndocumentation, and all fees are payable hereunder without any\ndeduction for such withheld Taxes or otherwise. If Teleport has the\nlegal obligation to pay or collect Taxes for which Customer is\nresponsible, the appropriate amount shall be invoiced to and paid by\nCustomer, unless Customer provides Teleport with a valid tax\nexemption certificate authorized by the appropriate taxing\nauthority."}),"\n",(0,r.jsx)(n.p,{children:"4.5.  Purchase Order. If the Customer requires the use of a purchase\norder, the Customer is responsible for providing the applicable\npurchase order at the time of purchase. No provision of any purchase\norder or other business form employed by Customer will supersede or\nsupplement the terms of these Terms, and any such document relating\nto these Terms will be for administrative purposes only and will\nhave no legal effect."}),"\n",(0,r.jsx)(n.p,{children:"4.6.  Suspension and Acceleration. If any fees owing by Customer under\nthese Terms is thirty (30) days or more overdue, (or ten (10) or\nmore days overdue in the case of amounts Customer has authorized\nTeleport to charge to Customer’s credit card), Teleport may, without\nlimiting its other rights and remedies, accelerate Customer’s unpaid\nfee obligations under these Terms so that all such obligations\nbecome immediately due and payable, and suspend access to the\nSoftware and SaaS Services (as applicable) until such amounts are\npaid in full, provided that, other than for customers paying by\ncredit card or direct debit whose payment has been declined,\nTeleport will give Customer at least ten (10) days’ prior notice\nthat its account is overdue, in accordance with Section 12.8\n(Notices) for billing notices, before suspending services to\nCustomer."}),"\n",(0,r.jsx)(n.p,{children:"4.7.  Audit. During the Term, Teleport may audit Customer's use of the\nSoftware to confirm its compliance with these Terms. Teleport will\nprovide at least thirty (30) days prior notice and such audit will\nbe conducted to not unreasonably interfere with Customer business\nactivities. Teleport may conduct no more than one (1) audit in each\nsix (6) month period during a Subscription Plan Term, which will be\nconducted during normal business hours. If an audit reveals\nnon-compliance with these Terms, Teleport may invoice Customer for\nany past or ongoing excessive use, the reasonable costs of the audit\nand Customer will pay the invoice promptly after receipt. This\nremedy is without prejudice to any other remedies available to\nTeleport at law or equity or under these Terms."}),"\n"]}),"\n",(0,r.jsxs)(n.li,{children:["\n",(0,r.jsx)(n.p,{children:"Ownership."}

1),"\n",(0,r.jsx)(n.p,{children:"5.1.  Reservation of Rights. Subject to the licenses granted herein,\nTeleport retains all right, title and interest (including, but\nnot limited, to intellectual property rights) in and to the\nLicensed Materials, Product Previews, and all improvements,\nenhancements or modifications to the foregoing, and anything\ndeveloped and delivered under these Terms, including without\nlimitation Usage Data."}),"\n",(0,r.jsx)(n.p,{children:"5.2.  Feedback. Customer may provide Teleport comments or suggestions\nfor enhancements, improvements, new features, functionality,\ninformation, ideas or other feedback (collectively,\n“Feedback”) with respect to the Licensed Materials and/or\nProduct Previews. Teleport will have full discretion to\ndetermine whether or not to proceed with the development of\nany requested enhancements, improvements, new features or\nfunctionality. Customer hereby grants Teleport a worldwide,\nperpetual, non-revocable, sublicensable, royalty-free right\nand license to use, copy, disclose, license, distribute, and\nexploit any Feedback in any format and in any manner without\nany obligation, payment, or restriction based on intellectual\nproperty rights or otherwise. Nothing in these Terms limits\nTeleport’s right to independently use, develop, evaluate, or\nmarket products, whether incorporating Feedback or otherwise."}),"\n"]}),"\n",(0,r.jsxs)(n.li,{children:["\n",(0,r.jsx)(n.p,{children:"Representations and Warranties."}),"\n",(0,r.jsx)(n.p,{children:"6.1.  Mutual Warranties. Each Party represents and warrants that (a)\nit has the authority to enter in and perform these Terms and\nthat the execution and delivery of these Terms has been duly\nauthorized; (b) these Terms and such Party’s performance\nhereunder will not breach any other agreement to which the\nParty is a party or is bound or violate any obligation owed by\nsuch Party to any third party; and (c) it will comply with all\nlaws, rules, and regulations applicable to such Party in its\nperformance under these Terms."}),"\n",(0,r.jsx)(n.p,{children:"6.2.  Licensed Material Warranties. Teleport represents and warrants\nthat (a) in the case of Software deployed in the Customer’s\nComputing Environment, the Software will conform, in all material\nrespects, to the specifications set forth in the Documentation,\nwhen installed, operated and used in accordance with the\nDocumentation; and, (b) in the case of Software deployed as a SaaS\nService, the Software will conform, in all material respects, to\nthe specifications set forth in the Documentation during the\nSubscription Term."}),"\n",(0,r.jsx)(n.p,{children:"6.3.  Service Warranties. Teleport represents and warrants that the\nServices will be performed in a professional manner in accordance\nwith Teleport’s Service descriptions."}),"\n",(0,r.jsx)(n.p,{children:"6.4.  Remedies. If the Licensed Materials or Services fail to conform to\nthe warranties in this Section, Teleport will, at its option and\nexpense, correct the Software and re-perform the Service as\nnecessary to conform to the applicable warranties. If Teleport does\nnot correct the Software or re-perform the Services to conform to\nthe warranties within a reasonable time, not to exceed thirty (30)\ndays (or such other period as may be agreed upon by the Parties)\n(the “Cure Period”), Customer may for a period of thirty (30) days\nfollowing the conclusion of the Cure Period (or such other period as\nmay be agreed upon by the Parties), elect to terminate the\napplicable Sales Order and these Terms, in which case Teleport will\nrefund to Customer on a pro-rata basis any prepaid fees covering the\nremainder of the Subscription Term in the applicable Sales Order as\nof the effective date of termination."}),"\n",(0,r.jsx)(n.p,{children:"6.5.  Warranty Exclusions. Notwithstanding anything to the contrary, the\nwarranties in this Section do not cover and Teleport will not be\nresponsible for (a) errors in or resulting from Customer Data,\nthird party equipment, software or products; (b) misuse of the\nLicensed Materials or failure to follow the Documentation; (c)\nmodifications to the Software or Services performed by anyone\nother than Teleport or its subcontractors; or (d) any Product\nPreviews. The remedies in this Section will be Customer’s sole and\nexclusive remedies (and Teleport’s sole liability) for any breach\nof the warranties."}),"\n",(0,r.jsx)(n.p,{children:"6.6.  Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE\nLICENSED MATERIALS AND SERVICES ARE PROVIDED “AS IS,” AND TELEPORT\nEXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND REPRESENTATIONS OF\nA

1NY KIND, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF\nNON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE,\nFUNCTIONALITY, OR MERCHANTABILITY, WHETHER EXPRESS, IMPLIED, OR\nSTATUTORY. TELEPORT WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS,\nSERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET\nAND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE\nREASONABLE CONTROL OF TELEPORT. TO THE MAXIMUM EXTENT PERMITTED BY\nLAW AND EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, TELEPORT\nDOES NOT MAKE ANY REPRESENTATION, WARRANTY OR GUARANTEE AS TO THE\nRELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY,\nACCURACY OR COMPLETENESS OF ANY LICENSED MATERIALS AND SERVICES,\nOR THAT (A) THE USE OF ANY LICENSED MATERIALS WILL BE SECURE,\nTIMELY, UNINTERRUPTED OR ERROR-FREE; (B) THE LICENSED MATERIALS\nWILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE,\nSYSTEM, OR DATA; (C) THE LICENSED MATERIALS AND SERVICES WILL MEET\nCUSTOMER’S REQUIREMENTS OR EXPECTATION; OR (D) ERRORS OR DEFECTS\nWILL BE CORRECTED. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS, BUT\nTHE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, WILL BE\nLIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW."}),"\n"]}),"\n",(0,r.jsxs)(n.li,{children:["\n",(0,r.jsx)(n.p,{children:"Confidentiality."}),"\n",(0,r.jsx)(n.p,{children:"7.1.  Definition. “Confidential Information” means any nonpublic\ninformation disclosed by either Party (“Disclosing Party”) to\nthe other Party (“Receiving Party”) or accessible to the\nReceiving Party that is designated as confidential at the time\nof disclosure or that, given the nature of the information or\nthe circumstances surrounding its disclosure, reasonably should\nbe considered as confidential, including without limitation\ntechnical data, trade secrets, know-how, research, inventions,\nprocesses, designs, drawings, strategic roadmaps, plans, designs\nand architecture, security information, pricing and cost\ninformation, and other technical, financial or business\ninformation. The Licensed Materials are Confidential Information\nof Teleport. Confidential Information will not, however, include\nany information which: (a) was publicly known or made generally\navailable to the public prior to the time of disclosure; (b)\nbecomes publicly known or made generally available after\ndisclosure through no fault of the Receiving Party; (c) is in\nthe possession of the Receiving Party, without restriction as to\nuse or disclosure, at the time of disclosure by the Disclosing\nParty; (d) was lawfully received, without restriction as to use\nor disclosure, from a third party (who does not have an\nobligation of confidentiality or restriction on use itself);\nor (e) is developed by the Receiving Party independently from\nthese Terms and without use of or reference to the Disclosing\nParty’s Confidential Information. Except for rights expressly\ngranted in these Terms, each Party reserves all rights in and to\nits Confidential Information."}),"\n",(0,r.jsx)(n.p,{children:"7.2.  Obligations. The Receiving Party will maintain the\nconfidentiality of the Disclosing Party’s Confidential\nInformation and will avoid disclosure and unauthorized use of\nthe Disclosing Party’s Confidential Information using reasonable\nprecautions. The Receiving Party will protect the Disclosing\nParty’s Confidential Information with the same degree of care\nthat a prudent person would exercise to protect its own\nconfidential information of a like nature, and to prevent the\nunauthorized, negligent, or inadvertent use, disclosure, or\npublication thereof or access thereto. The Receiving Party will\nrestrict Confidential Information to individuals who need to\nknow such Confidential Information and who are bound to\nconfidentiality obligations at least as protective as the\nrestrictions described in this Section. Except as necessary for\nthe proper use of the Licensed Materials, the exercise of a\nParty’s rights under these Terms, performance of a Party’s\nobligations under these Terms or as otherwise permitted under\nthese Terms, neither Party will use Confidential Information of\nthe other Party for any purpose except in fulfilling its\nobligations or exercising its rights under these Terms. The\nReceiving Party will promptly notify the Disclosing Party if it\nbecomes aware of any unauthorized use or disclosure of the\nDisclosing Party’s Confidential Information, and reasonably\ncooperate with the Disclosing Party in attempts to limit\ndisclosure."}),"\n",(0,r.jsx)(n.p,{children:"7.3.  Compelled Disclosure. If the Receiving Party is requested or\ncompelled by applicable law or order of a court of competent\njurisdiction, regulatory authority, or governmental department\nor agency, to disclose any of Disclosing Party's Confidential\nInformation, Receiving Party’s disclosure of such Confidential\nInformation shall not constitute a breach of these Terms;\nprovided that Receiving Party provides Disclosing Party with\nreasonably prompt written notice, to the extent legally\npermitted, so that Disclosing Party may seek an appropriate\nremedy and/or waive c

1ompliance with this provision. The\nReceiving Party shall reasonably cooperate with the Disclosing\nParty in protecting against any such disclosure and/or obtaining\na protective order narrowing the scope of such disclosure and/or\nuse of Confidential Information. Upon disclosure, Receiving\nParty shall (a) disclose only that portion of the Confidential\nInformation that is necessary to comply with the applicable law\nor order; and (b) assert the privileged and confidential nature\nof Confidential Information against the Party seeking\ndisclosure. Notwithstanding any provisions herein, if Customer\nis a government agency or entity, Customer will comply with all\nlaws applicable to it with respect to disclosure of public\ninformation."}),"\n",(0,r.jsx)(n.p,{children:"7.4.  Injunctive Relief. The Receiving Party acknowledges and agrees that\ndue to the unique nature of the Disclosing Party’s Confidential\nInformation, there can be no adequate remedy at law for any breach\nof its obligations hereunder, which breach may result in irreparable\nharm to the Disclosing Party, and therefore, that upon any such\nbreach or any threat thereof, the Disclosing Party shall be entitled\nto seek appropriate equitable relief in addition to whatever\nremedies it might have at law."}),"\n"]}),"\n",(0,r.jsxs)(n.li,{children:["\n",(0,r.jsx)(n.p,{children:"Additional SaaS Service Obligations and Responsibilities. This\nSection applies to Subscriptions for Software deployed via the SaaS\nService only."}),"\n",(0,r.jsx)(n.p,{children:"8.1.  Acceptable Use."}),"\n",(0,r.jsx)(n.p,{children:"8.1.1.  Customer will not use the SaaS Service to (a) store,\ndownload or transmit infringing or illegal content, or any\nviruses, “Trojan horses” or other harmful code; (b) engage\nin any fraudulent or illegal activity; (c) interfere with or\ndisrupt the integrity or performance of the SaaS Service,\ncomponent or data contained therein or on Teleport’s system\nor network or circumvent the security features of the SaaS\nService; or (d) perform penetration testing, vulnerability\ntesting or other security testing on the SaaS Service,\ncomponent or Teleport’s systems or networks or otherwise\nattempt to gain unauthorized access to the SaaS Service or\nTeleport systems or networks."}),"\n",(0,r.jsx)(n.p,{children:"8.1.2.  Teleport may suspend Customer’s or a User’s right to access\nor use any portion or all of the SaaS Service immediately\nupon notice to Customer (a) if Teleport, after reasonable\ndue diligence given the nature and severity of the issue,\nreasonably determines that (i) Customer or a User’s use of\nthe SaaS Service poses a material risk to the security or\noperation of Teleport’s systems, the SaaS Service or the\nsystems or data of any other customer, or (ii) Customer or a\nUser’s use of the SaaS Service violates these Terms or is\nillegal or fraudulent; or (b) Customer fails to pay any\nundisputed amounts within thirty (30) days after notice of\npast due amounts. To the extent reasonably practicable,\nTeleport will limit the suspension of the SaaS Service\npursuant to subsection (a) as needed to mitigate the\napplicable risk. Teleport will promptly restore the SaaS\nService to Customer upon resolution of the issue and/or\npayment of the outstanding amounts (as applicable)."}),"\n",(0,r.jsx)(n.p,{children:"8.2.  Customer Data."}),"\n",(0,r.jsx)(n.p,{children:"8.2.1.  Customer is and will continue to be the sole and exclusive\nowner of all Customer Data and other Confidential\nInformation of Customer. Nothing in these Terms will be\nconstrued or interpreted as granting to Teleport any\nrights of ownership or any other proprietary rights in or\nto the Customer Data."}),"\n",(0,r.jsx)(n.p,{children:"8.2.2.  Customer will obtain all necessary consents, authorizations\nand rights and provide all necessary notices and\ndisclosures in order to provide Customer Data to Teleport\nand for Teleport to use Customer Data in the performance\nof its obligations in accordance with the terms of these\nTerms, including any access or transmission to third\nparties with whom Customer shares or permits access to\nCustomer Data."}),"\n",(0,r.jsx)(n.p,{children:"8.2.3.  Customer hereby grants to Teleport a nonexclusive,\nworldwide, royalty-free right and license to copy,\ndistribute, display, host, process, store, transmit, and\nuse Customer Data as necessary for Teleport to provide the\nSoftware, Services and perform its obligations and\nexercise its rights under these Terms."}),"\n",(0,r.jsx)(n.p,{children:"8.3.  Usage Data. Nothing in these Terms will restrict (a) Teleport’s\nuse of Usage Data or data derived from Usage Data that does\nnot identify or permit, alone or in conjunction with other\ndata, identification, association, or correlation of or with\nCustomer, its Affiliates, or Users; or (b) either Party’s use\nof any data, records, files, content or other information\nrelated to any third party that is collected, received, stored\nor maintained by a Party independently from these Terms."}),"\n",(0,r.jsxs)(n.p,{children:["8.4.  Security. Teleport agrees to maintain appropriate\nadministrative, physical and technical measures designed to\nsecure its systems from unauthorized disclosure or\nmodification, which are described at\n",(0,r.jsx)(n.a,{href:"https://goteleport.com/legal/security-addendum/",children:"https://goteleport.com/legal/security-addendum/"})," and\nincorporated by reference herein."]}),"\n",(0,r.jsxs)(n.p,{children:["8.5.  Data Protection Addendum. If Teleport processes personal data as\npart of Customer Data, the Parties agree that such personal\ndata will be processed in accordance with the terms of the\nTeleport Data Processing Addendum (“DPA”) located at\n",(0,r.jsx)(n.a,{href:"https://goteleport.com/legal/dpa/",children:"https://goteleport.com/legal/dpa/"})," and incorporated by reference\nherein."]}),"\n"]}),"\n",(0,r.jsxs)(n.li,{children:["\n",(0,r.jsx)(n.p,{children:"Limitations of Liability."}),"\n",(0,r.jsx)(n.p,{children:"9.1.  Consequential Damages Waiver. EXCEPT FOR EXCLUDED CLAIMS, IN NO\nEVENT WILL EITHER PARTY BE LIABLE FOR ANY EXEMPLARY,\nINCIDENTAL, INDIRECT, PUNITIVE, RELIANCE, SPECIAL OR\nCONSEQUENTIAL DAMAGES OF ANY KIND REGARDLESS OF THE FORM OF\nACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE),\nSTRICT LIABILITY OR OTHERWISE (INCLUDING WITHOUT LIMITATION,\nLOSS OF PROFITS OR REVENUE, LOSS OF GOODWILL, REPUTATIONAL\nHARM, LOSS OF DATA, INT

1ERRUPTION OF BUSINESS), EVEN IF SUCH\nPARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN\nADVANCE."}),"\n",(0,r.jsx)(n.p,{children:"9.2.  Liability Cap. EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY’S TOTAL\nAGGREGATE LIABILITY TO THE OTHER PARTY UNDER THESE TERMS ARE\nLIMITED TO THE AMOUNT ACTUALLY PAID OR PAYABLE BY CUSTOMER TO\nTELEPORT UNDER THESE TERMS DURING THE TWELVE (12) MONTHS\nIMMEDIATELY PRECEDING THE CLAIM."}),"\n",(0,r.jsx)(n.p,{children:"9.3.  Excluded Claims. “Excluded Claims” mean (a) amounts owed by Customer\nunder any Sales Order; (b) either Party’s indemnification\nobligations in Section 10 (Indemnification); (c) Customer’s breach\nof Section 2.3 (Restrictions); and (d) a Party’s gross negligence\nor willful misconduct in the performance of its obligations under\nthese Terms."}),"\n",(0,r.jsx)(n.p,{children:"9.4.  Nature of Claims and Failure of Essential Purpose. The Parties agree\nthat the waivers and limitations specified in this Section apply\nregardless of the form of action, whether in contract, tort\n(including negligence), strict liability or otherwise and will\nsurvive and apply even if any limited remedy specified in these\nTerms is found to have failed of its essential purpose."}),"\n"]}),"\n",(0,r.jsxs)(n.li,{children:["\n",(0,r.jsx)(n.p,{children:"Indemnification."}),"\n",(0,r.jsx)(n.p,{children:"10.1.  Teleport Indemnity. Teleport will, at its expense, defend\nCustomer and its Affiliates and their respective officers,\ndirectors, employees, agents and representatives (collectively\n“Customer Indemnified Parties”) from and against any claim,\naction, proceeding or lawsuit brought by a third party\n(“Claims”) alleging that the Licensed Materials, when used as\nauthorized under these Terms, infringes any third party\npatent, trademark or copyright, or misappropriate any third\nparty trade secret. Teleport will indemnify Customer\nIndemnified Parties for any damages and costs finally awarded\nby a court of competent jurisdiction or agreed to in a\nsettlement agreement executed by Teleport."}),"\n",(0,r.jsx)(n.p,{children:"10.2.  Customer Indemnity. Customer will, at its expense, defend\nTeleport and its Affiliates and their respective officers,\ndirectors, employees, agents and representatives (collectively\n“Teleport Indemnified Parties”) from and against any and all\nClaims arising out of, resulting from or in connection with\nCustomer’s use or misuse of the Licensed Materials and/or\nServices, including without limitation (a) Claims by\nUsers; (b) unauthorized disclosure or use of personal\ninformation, including without limitation, information in\nCustomer Data; or (c) infringement or misappropriation of any\ncopyright, patent, trademark or trade secret by the Customer\nData or Teleport’s permitted use thereof. Customer will\nindemnify Teleport Indemnified Parties for any damages and\ncosts finally awarded by a court of competent jurisdiction or\nagreed to in a settlement executed by Customer.\nNotwithstanding any provisions herein, if Customer is a\ngovernment entity, this Section will not apply except as\npermitted by applicable law."}),"\n",(0,r.jsx)(n.p,{children:"10.3.  Process. The Party seeking indemnification (“Indemnified Party”)\nwill give the other Party (“Indemnifying Party”) prompt\nwritten notice of the Claim for which it seeks\nindemnification, provided that failure or delay in providing\nsuch notice will not release the Indemnifying Party from any\nobligations hereunder except to the extent that the\nIndemnifying Party is prejudiced by such failure. The\nIndemnified Party will give the Indemnifying Party their\nreasonable cooperation in the defense of each Claim for which\nindemnity is sought, at the Indemnifying Party’s expense. An\nIndemnified Party may participate in the defense at its own\nexpense. The Indemnifying Party will control the defense or\nsettlement of the Claim, provided that the Indemnifying Party,\nwithout the Indemnified Party’s prior written consent (a) will\nnot enter into any settlement that; (i) includes any admission\nof fault by the Indemnified Party; (ii) imposes any financial\nobligations on the Indemnified Party that Indemnified Party is\nnot obligated to pay under this Section; (iii) imposes any\nnon-monetary obligations on any Indemnified Party; and (iv)\ndoes not include a full and unconditional release of any\nIndemnified Party; and (b) will not consent to the entry of\njudgment, except for a dismissal with prejudice of any Claim\nsettled as described 

1in (a). The Indemnifying Party will\nensure that any settlement into which it enters for any Claim\nis made confidential, except where not permitted by applicable\nlaw. THIS SECTION SETS FORTH THE INDEMNIFIED PARTY’S SOLE AND\nEXCLUSIVE REMEDY AND THE ENTIRE LIABILITY OF THE INDEMNIFYING\nPARTY WITH RESPECT TO ANY CLAIM."}),"\n",(0,r.jsx)(n.p,{children:"10.4.  Infringement Remedy. If Customer’s use of the Licensed Materials\nis (or in Teleport’s opinion is likely to be) enjoined,\nwhether by court order or by settlement, or if Teleport\ndetermines such actions are reasonably necessary to avoid\nliability, Teleport may, at its option and in its\ndiscretion (a) procure the right or license for Customer’s\ncontinued use of the Licensed Materials in accordance with\nthese Terms; (b) modify or replace the Licensed Materials so\nthat the modified or replaced Licensed Materials are\nreasonably comparable in functionality and do not infringe,\nmisappropriate or violate any third party copyright, patent,\ntrademark or trade secret; or (c) terminate Customer’s right\nto continue using the Licensed Materials and refund to\nCustomer on a pro-rata basis any prepaid fees covering the\nremainder of the Subscription Term in the applicable Sales\nOrder as of the effective date of termination."}),"\n",(0,r.jsx)(n.p,{children:"10.5.  Limitations. Teleport’s indemnification obligations do not\napply (a) if the Licensed Materials are modified by anyone\nother than Teleport; (b) if the Licensed Materials are used in\ncombination with any third party product, software, service or\nequipment; (c) Customer’s breach of these Terms; (d) to any\nClaim arising as a result of circumstances covered by\nCustomer’s indemnification obligations; (e) Customer's failure\nto incorporate Licensed Materials updates or upgrades that\nwould have avoided the alleged infringement, provided Teleport\noffered such updates or upgrades without charge not otherwise\nrequired by these Terms; (f) Product Previews; and (g) Free\nTrials."}),"\n"]}),"\n",(0,r.jsxs)(n.li,{children:["\n",(0,r.jsx)(n.p,{children:"Term and Termination."}),"\n",(0,r.jsx)(n.p,{children:"11.1.  Term. These Terms commence on the Effective Date and continue\nuntil the expiration of all Subscriptions (“Term”), unless\nterminated as set forth in herein."}),"\n",(0,r.jsx)(n.p,{children:"11.2.  Termination. Either Party may terminate these Terms (including\nall Sales Orders) if the other Party (a) fails to cure any\nmaterial breach of these Terms within thirty (30) days after\nwritten notice; (b) ceases operation without a successor;\nor (c) seeks protection under a bankruptcy, receivership,\ntrust deed, creditors’ arrangement, composition or comparable\nproceeding, or if such a proceeding is instituted against that\nParty and not dismissed within sixty (60) days thereafter."}),"\n",(0,r.jsx)(n.p,{children:"11.3.  Effect of Termination."}),"\n",(0,r.jsx)(n.p,{children:"11.3.1.  Upon any termination or expiration of the Subscription or\nthese Terms, Customer’s right to use the Software licensed\nunder such Subscription will terminate, and Customer’s\naccess to the Software and Services provided under such\nSubscription will be disabled and discontinued."}),"\n",(0,r.jsx)(n.p,{children:"11.3.2.   As soon as practicable following Customer’s written\nrequest, Teleport will delete or destroy the Customer Data\nor Customer Confidential Information in its possession,\nprovided, however, Teleport may retain Customer Data or\nCustomer Confidential Information if required by law or if\nsuch data exists within backups where it is put beyond\npracticable use and deleted in accordance with Teleport's\nseparate retention timeframes for archival media, and such\ndata will remain subject to the requirements of these\nTerms."}),"\n",(0,r.jsx)(n.p,{children:"11.3.3.   Survival. The following Sections will survive any termination or\nexpiration of these Terms: 2.3 (Restrictions), 4 (Billing and\nPayment), 5 (Ownership), 7 (Confidentiality), 9 (Limitations of\nLiability), 10 (Indemnification), 11.3 (Effect of Termination), 12\n(General) and 13 (Definitions), together with all other provisions\nof these Terms that may reasonably be interpreted or construed as\nsurviving expiration or termination; but the nonuse and\nnon-disclosure obligations of Section 7 (Confidentiality) will\nexpire three (3) years following the expiration or termination of\nthese Terms, except with respect to, and for as long as, any\nConfidential Information constitutes a trade secret."}),"\n"]}),"\n",(0,r.jsxs)(n.li,{children:["\n",(0,r.jsx)(n.p,{children:"General."}),"\n",(0,r.jsx)(n.p,{children:"12.1.  Governing Law. These Terms will be governed and interpreted\nunder the laws of the State of California, excluding its\nprinciples of conflict of laws. The Parties agree that any legal\naction or proceeding relating to these Terms will be instituted\nsolely in the state and federal courts located in Santa Clara\nCounty, California. Each Party irrevocably submits to the\njurisdiction of such courts, and each Party waives any objection\nthat it may have to the laying of the venue of any such action\nor proceeding in the manner provided in this Section. The\nParties agree that the United Nations Convention on Contracts\nfor the International Sale of Goods does not apply to these\nTerms."}),"\n",(0,r.jsx)(n.p,{children:"12.2.  Assignment. Neither Party may assign these Terms without the\nother Party’s prior written consent, except that a Party may\nassign these Terms upon written notice without such consent to\nan entity in connection with a reorganization, merger,\nconsolidation, acquisition, or other restructuring involving all\nor substantially all of the assigning Party’s voting securities\nor assets. Non-permitted assignments are void. These Terms are\nbinding upon, and inure to the benefit of, the Parties and their\nrespective successors and assigns."}),"\n",(0,r.jsx)(n.p,{children:"12.3.  Entire Agreement. These Terms constitutes the entire agreement\nbetween the Parties relating to the subject matter hereof\n(including, with respect to the subject matter hereof, any\nnon-disclosure, confidentiality, trial or evaluation agreement\npreviously entered into between the Parties), and there are no\nother representations, understandings or agreements between the\nParties relating to the subject matter hereof. The terms in any\nbusiness forms, purchase orders or quotes used by either Party\nwill not amend or modify these Terms; any such documents are for\nadministrative purposes only. In the event of any conflict\nbetween the terms of these Terms, the following order of\nprecedence will apply (a) any amendment agreed upon by the\nParties; (b) these Terms; and (c) Sales Order."}),"\n",(0,r.jsx)(n.p,{children:"12.4.  Export. Customer will not (

1a) permit any third party to access\nor use the Software or SaaS Service in violation of any U.S. law\nor regulation; or (b) export any Software provided by Teleport\nor otherwise remove it from the United States except in\ncompliance with all applicable U.S. laws and regulations.\nWithout limiting the generality of the foregoing, Customer shall\nnot permit any third party to access the SaaS Service or use the\nSoftware in, or export such Software to, a country subject to a\nU.S. embargo. Customer certifies that it and its Users are not\non any of the relevant U.S. Government Lists of prohibited\npersons, including but not limited to the Treasury Department’s\nList of Specially Designated Nationals and the Commerce\nDepartment’s list of Denied Persons."}),"\n",(0,r.jsx)(n.p,{children:"12.5.  Force Majeure. Neither Party will be liable to the other Party for\nany failure or delay in the performance of its obligations under\nthese Terms (except for a failure to pay fees) if the delay or\nfailure is due to events which are beyond the reasonable control of\nsuch Party, such as riot, natural disaster, pandemic, war, act of\nterrorism, blockade, labor dispute (not involving the Party claiming\nforce majeure), embargo, civil or military authority, act of God,\ngovernmental action, failure or diminishment of power or\ntelecommunications or data networks or services, or refusal of a\nlicense by a government agency."}),"\n",(0,r.jsx)(n.p,{children:"12.6.  Government Rights. As defined in FAR 2.101, the Software and\nDocumentation, developed at private expense, are “commercial\nproducts” and according to DFARS \xa7252.227 and 7014(a)(1) and (5) are\ndeemed to be “commercial computer software” and “commercial computer\nsoftware documentation”. These Terms reflect (a) standard commercial\npractices for the acquisition of the Software and Documentation\nand (b) terms and conditions that Teleport customarily provides to\nits other customers. These Terms apply to Federal Customer’s use of\nthe Software and Documentation as consistent with federal law and\nregulations. If these Terms conflict with federal law and\nregulations (see FAR 12.212(a)), those terms are deleted and\nunenforceable as applied to any Order Forms. If you are using the\nSoftware and Documentation on behalf of the U.S. Government and\nthese Terms fail to meet the U.S. Government’s needs or are\ninconsistent in any respect with federal law, you will immediately\ndiscontinue your use of the Software and Documentation."}),"\n",(0,r.jsx)(n.p,{children:"12.7.  No Third-Party Beneficiaries. There are no third party beneficiaries\nto these Terms."}),"\n",(0,r.jsxs)(n.p,{children:["12.8.  Notices. Except as otherwise specified in these Terms, all notices\nrelated to these Terms will be in writing and will be effective\nupon (a) personal delivery, (b) the second business day after\nmailing, or (c), except for notices of termination or an\nindemnifiable claim (“Legal Notices”), which shall clearly be\nidentifiable as Legal Notices, the day of sending by email.\nBilling-related notices to Customer will be addressed to the\nrelevant billing contact designated by Customer. All other notices\nto Customer will be addressed to the relevant administrator\ndesignated by Customer. All notices to Teleport must be sent to\nthe following address 440 North Barranca Avenue, No. 8219 Covina,\nCA 91723; Attention Legal or ",(0,r.jsx)(n.a,{href:"mailto:[email protected]",children:"[email protected]"}),"."]}),"\n",(0,r.jsx)(n.p,{children:"12.9.  Publicity. Unless otherwise specified in the applicable Sales Order,\nTeleport may use Customer’s name, logo, and marks to identify\nCustomer as a Teleport customer on its website and other marketing\nmaterials."}),"\n",(0,r.jsx)(n.p,{children:"12.10. Relationship of Parties. The Parties are independent contractors.\nThese Terms will not be construed as constituting either Party as\na partner of the other or to create any other form of legal\nassociation that would give either Party the express or implied\nright, power or authority to create any duty or obligation of the\nother Party."}),"\n",(0,r.jsx)(n.p,{children:"12.11. Waiver and Severability. Waivers must be signed by the waiving\nparty’s authorized representative and cannot be implied from\nconduct. If any term or provision of these Terms is held invali

1d,\nillegal or unenforceable, it will be limited to the minimum extent\nnecessary so the rest of these Terms remain in effect."}),"\n",(0,r.jsx)(n.p,{children:"12.12. Subcontracting. Teleport may use subcontractors and permit them to\nexercise the rights granted to Teleport in order to provide the\nSoftware and Services under these Terms, provided (a) Teleport\nwill remain responsible for its subcontractors compliance with the\nterms of these Terms; and (b) Teleport will be responsible for any\nact or omission by such subcontractor to the same degree as if the\nact or omission were performed by Teleport."}),"\n",(0,r.jsx)(n.p,{children:"12.13. Amendments. Teleport may modify the terms and conditions of these\nTerms from time to time, with notice to you in accordance with\nSection 12.8 (Notices) or by posting the modified terms on the\nTeleport website. Unless otherwise specified by Teleport, changes\nbecome effective for Customer upon renewal of the then-current\nSubscription or purchase of a new Subscription after the updated\nversion of these Terms goes into effect. Customer’s continued use\nof the Licensed Materials after the updated version of these Terms\ngoes into effect will constitute Customer’s acceptance of such\nupdated version of these Terms."}),"\n"]}),"\n",(0,r.jsxs)(n.li,{children:["\n",(0,r.jsx)(n.p,{children:"Definitions."}),"\n",(0,r.jsx)(n.p,{children:'13.1.  “Affiliate” means, with respect to a Party, any entity that\ndirectly, or indirectly through one or more intermediaries,\ncontrols, or is controlled by, or is under common control with\nsuch Party; where control (including "controlled by" and\n"under common control with") means ownership of fifty percent\n(50%) or more of the outstanding voting securities.'}),"\n",(0,r.jsx)(n.p,{children:"13.2.  “Customer Data” means all information that is (a) processed or\nstored through the SaaS Service by Customer or on Customer’s\nbehalf; and (b) Account Credentials."}),"\n",(0,r.jsx)(n.p,{children:"13.3.  “Customer’s Computing Environment” means the Customer computing\nenvironment in which Teleport authorizes use of the\nSubscription."}),"\n",(0,r.jsxs)(n.p,{children:["13.4.  “Documentation” means the end user technical documentation\ncreated by Teleport and provided with the Software, available\nat the following URL: ",(0,r.jsx)(n.a,{href:"https://goteleport.com/docs/",children:"https://goteleport.com/docs/"}),"."]}),"\n",(0,r.jsx)(n.p,{children:"13.5.  “Licensed Materials” means, collectively, the SaaS Service,\nSoftware, and Documentation that Teleport makes available as\npart of a Subscription."}),"\n",(0,r.jsx)(n.p,{children:"13.6.  “Product Previews” mean access to the Software or SaaS Service\n(or features) on an evaluation, free, trial, beta or early\naccess basis."}),"\n",(0,r.jsx)(n.p,{children:"13.7.  “Professional Services” mean the implementation, consulting,\ntraining and/or other services described in the applicable\nSales Order."}),"\n",(0,r.jsx)(n.p,{children:"13.8.  “Software” means the proprietary software identified in the\napplicable Sales Order that Teleport provides as part of a\nSubscription, including any patches, bug fixes, or corrections\nof the Software that Teleport provides as part of the Support\nServices."}),"\n",(0,r.jsx)(n.p,{children:"13.9.  “SaaS Service” means access and use of the Software, as deployed\nand hosted by Teleport in Teleport’s Computing Environment."}),"\n",(0,r.jsx)(n.p,{children:"13.10. “Sales Order” means an order form, online order page(s), or\nother Teleport-approved ordering document or process that\nreferences these Terms and describes the Software, SaaS\nService and/or Services that Customer is ordering from\nTeleport (or its reseller)."}),"\n",(0,r.jsx)(n.p,{children:"13.11. “Services” means, collectively, the Professional Services and\nSupport Services."}),"\n",(0,r.jsx)(n.p,{children:"13.12. “Subscription” means the Software subscription for a specific\nuse capacity (e.g., number of Users, protocols, usage, etc.),\nwhether deployed in Customer’s Computing Environment, and/or\nprovided as a SaaS Service through Teleport’s Computing\nEnvironment."}),"\n",(0,r.jsx)(n.p,{children:"13.13. “Subscription Term” means the peri

1od of the Subscription set\nforth in the applicable Sales Order."}),"\n",(0,r.jsx)(n.p,{children:"13.14. “Support Services” means the technical support services for the\nSoftware as more fully described in the support terms. The\nlevel of support services will be specified in the applicable\nSales Order."}),"\n",(0,r.jsx)(n.p,{children:"13.15. “Teleport’s Computing Environment” means the computing\ninfrastructure and systems used by Teleport to provide the\nSoftware via the SaaS Service."}),"\n",(0,r.jsx)(n.p,{children:"13.16. “Usage Data” means data and data elements (other than Customer\nData) collected by the Software or SaaS Service regarding the\nconfiguration, environment, usage, performance,\nvulnerabilities and security of the Software or SaaS Service\nthat may be used to generate data, logs, statistics and\nreports regarding performance, availability, integrity and\nsecurity of the Software or SaaS Service."}),"\n",(0,r.jsx)(n.p,{children:"13.17. “User” means the agents, employees, contractors, subcontractors,\napplications or infrastru

1cture components (as applicable) of\nCustomer or its Affiliates."}),"\n"]}),"\n"]})]})}let c=function(e={}){return(0,r.jsx)(s,Object.assign({},e,{children:(0,r.jsx)(l,e)}))}},74990:(e,n,t)=>{(window.__NEXT_P=window.__NEXT_P||[]).push(["/legal/previous-terms/tos-11-02-2023",function(){return t(64389)}])}},e=>{e.O(0,[89507,31781,75162,91142,2909,21209,75420,90636,46593,38792],()=>e(e.s=74990)),_N_E=e.O()}]);