THETA LAKE, INC.
The Services can be provided from cloud-based datacenters the United States, the United Kingdom, Canada, Australia, or the European Union. Customer must communicate preference for a particular datacenter location upon account initiation and setup. Customers cannot change the datacenter location following account initiation and setup. If no Customer preference is provided, the United States datacenter shall be used.
2. GENERAL LICENSE TERMS
2.2. Customer specifically agrees not to: (i) resell, sublicense, lease, time-share or otherwise make the Service (including the documentation) available to any third party (except subcontractors); (ii) infringe the intellectual property rights of any third party or any rights of publicity or privacy; (iii) file copyright or patent applications that include the software and/or documentation or any portion thereof; (iv) violate any law, statute, ordinance, or regulation (including, but not limited to, the laws and regulations governing export/import control, recording of telephone or other communications, collection and processing of biometric information, unfair competition, anti-discrimination, and/or false advertising); (v) attempt to gain unauthorized access to, or disrupt the integrity or performance of, the Service or the data contained therein, including penetration testing, propagation of any virus, worms, Trojan horses, or other programming routine intended to damage any system or data; (vi) modify, copy or create derivative works based on the Service; (vii) decompile, disassemble, reverse engineer or otherwise attempt to derive source code from the Service, in whole or in part; or (viii) access the Service for the purpose of building a competitive product, benchmarking, copying its features or user interface, or other competitive analysis. Theta Lake does not control, verify, or endorse the Customer Data, as defined in Section 4, uploaded to the Service
2.3. Customer hereby grants to Theta Lake and its service providers a worldwide, limited term license to host, copy, transmit, display, and process Customer Data, as defined in Section 4, to the extent necessary for Theta Lake to provide and maintain the Service.
3. CUSTOMER RESPONSIBILITIES
3.1. Internet Access. Customer is required to have a high speed Internet connection for proper transmission of the Service. Customer is responsible for procuring and maintaining the network connections that connect Customer’s network to the Service, including but not limited to, “browser” software that supports protocol used by Theta Lake, including Secure Socket Layer (SSL) protocol or other protocols accepted by Theta Lake, and to follow log-on procedures for services that support such protocols. Theta Lake is not responsible for notifying Customer of any upgrades, fixes, or enhancements to any such software. Theta Lake assumes no responsibility for the reliability or performance of any connections as described in this Section.
3.2. Accurate Customer Information. Customer is responsible for providing accurate, current, and complete contact information, including Customer’s legal business name, physical address, email address and phone number and for updating this information promptly in the event of any change.
3.3. Administration of Usernames and Passwords. As part of the registration process, Customer will identify an administrative username and password. Customer may use the administrative username and password to create standard users (each with a user password). Customer is responsible for maintaining the security of all usernames and passwords and for promptly changing or deleting any username or password that Customer believes may have been compromised. Theta Lake reserves the right to institute password requirements (such as the length of password or the required use of numbers, symbols, etc.) and to refuse registration of, or cancel, passwords it deems inappropriate.
Customer understands that it (or other people that it collaborates with) can access the Services (including Customer Data) from outside of the United States or other datacenter regions as available (subject to applicable law) and that nothing prohibits the processing of other information outside of the United States, or other regions, as available.
3.4. Responsibility for User Activity. Customer shall be responsible for all activities undertaken by Customer’s employees, agents, subcontractors, or anyone accessing the account using Customer’s credentials, in connection with their use of the Services, as well as for any failure on the part of its employees or agents to comply with any relevant law or regulation including, but not limited to copyright law for content submitted into the Service by Customer. Customer hereby agrees to indemnify and hold Theta Lake, its officers, directors, employees and agents harmless from and against any damages, losses, liabilities, settlements and expenses (including without limitation reasonable attorneys’ fees) in connection with any claim or action that arises from the actions of Customer’s employees or agents in connection with their use of the Service. If Customer learns of any unauthorized or unacceptable use of the Services, Customer must immediately contact Theta Lake and take all reasonable steps to cooperate with Theta Lake and assist in the termination of such use. Any reports of unauthorized or unacceptable use, or general queries regarding the Services must be sent to firstname.lastname@example.org.
3.5. Third Party Services. The Service may allow Customer to interface with a variety of third-party software or services obtained separately by Customer (e.g., Cisco Webex, Zoom, RingCentral, etc.). No endorsement of any such service should be inferred as a result of any integration with the Service and Theta Lake is not responsible for the data, operation or functionality of such third-party services. While Theta Lake may, in its sole discretion, customize the Service to interoperate with various third party services: (i) Customer is responsible for complying with the terms and policies of each such third-party service including, without limitation, any payment obligations related thereto; (ii) Theta Lake cannot guarantee that such third party services will continue to interoperate with the Service, and (iii) Theta Lake makes no guarantees regarding the availability or operation of such third-party services.
3.6. Communications with Customer. By registering with Theta Lake or signing up for Services, Customer understands and consents to Theta Lake sending (including via email) information regarding the Services, such as: (a) notices about Customer’s use of the Services, including notices of violations of use; (b) updates or changes to the Services and new features or products; (c) administrative messages and other information; and (d) advertising, marketing, and other materials regarding Theta Lake’s products and services.
Notices emailed to Customer will be considered given and received when the email is sent. If Customer does not consent to receive notices (other than advertising and marketing materials) electronically, Customer must stop using the Services.
4. THETA LAKE RESPONSIBILITIES
4.1. Security. Theta Lake maintains commercially reasonable safeguards, including an annual SOC 2, Type 2 audit, to reasonably protect the security and integrity of the data uploaded by Customer to the Services (“Customer Data”). The Service may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Theta Lake or by third-party providers, or because of other causes beyond Theta Lake’s reasonable control. Theta Lake makes no guarantees or commitments regarding the uptime or availability of the Services.
5. MODIFICATIONS TO THE SERVICE
Theta Lake may make modifications to the Service at any time and will use commercially reasonable efforts to notify Customer of material modifications, including by email, or by posting to the Support portal or its website. Theta Lake reserves the right to discontinue the Service at any time.
Each party (the “Receiving Party”) understands that, in connection with the provision and use of the Service, the other party (the “Disclosing Party”) may disclose Confidential Information relating to the Disclosing Party’s business. For purposes hereof, “Confidential Information” shall include each party’s proprietary technology, business processes and technical product information, data and designs, any information that is identified as confidential at the time of its disclosure and any information that a reasonable person under similar circumstances would consider confidential.
The Receiving Party agrees: (i) to take reasonable precautions to protect such Confidential Information, and (ii) not to divulge to any third person any such Confidential Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document: (a) is or becomes generally available to the public; (b) was in its possession or known by it prior to receipt from the Disclosing Party; (c) was rightfully disclosed to it without restriction by a third party; (d) was independently developed without use of any Proprietary Information of the Disclosing Party; or (e) is required by law.
The parties acknowledge and agree that the confidentiality obligations set forth in this Agreement are reasonable and necessary for the protection of the parties’ business interests, that irreparable injury may result if such obligations are breached, and that, in the event of any actual or potential breach of this Section 6, the non-breaching party may have no adequate remedy at law and shall be entitled to seek injunctive and/or other equitable relief as may be deemed proper by a court of competent jurisdiction.
7. PAYMENT OF FEES
The Services described in Section 1 of this Agreement are free and are not subject to charges, taxes, or fees. Any features of the Services not described in Section 1 of this Agreement are subject to Theta Lake’s standard terms and fees and contracted for and billed separately, including, but not limited to, attestations for SEC Rule 17a-4 storage compliance, use of case management features, AI-based detections, data leakage detection and content remediation, Smart Workflows for Review, Safety COVER, third-party email archive integrations, compliance review capabilities, group management, and information barriers.
8. TERM; TERMINATION
Customer understands that if its account is suspended or terminated, Customer may no longer have access to the Customer Data stored in the Service.
Upon termination of Customer’s use of the Service for any reason, Theta Lake may delete any Customer Data associated with Customer’s account.
9. INTELLECTUAL PROPERTY
10. DISCLAIMER OF WARRANTIES
Other than as expressly stated, Theta Lake does not make any commitments about the specific functionality available through the Services, their reliability, availability, or ability to meet Customer’s needs.
TO THE EXTENT NOT PROHIBITED BY LAW, THETA LAKE AND ITS AFFILIATES (AND ASSOCIATED SERVICE PROVIDERS) (A) PROVIDE THE SERVICES "AS IS", "WITH ALL FAULTS" AND "AS AVAILABLE", (B) MAKE NO REPRESENTATIONS OR WARRANTIES OR CONDITIONS WHETHER EXPRESS OR IMPLIED (E.G. WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT), AND (C) DO NOT GUARANTEE THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, PROTECT AGAINST ALL POSSIBLE RISKS, OR BE FREE OF HARMFUL COMPONENTS, OR THAT THE CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. THETA LAKE EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES THAT CUSTOMER’S USE OF THE SERVICE WILL SATISFY ANY STATUTORY OR REGULATORY OBLIGATIONS, OR WILL ASSIST WITH, GUARANTEE OR OTHERWISE ENSURE COMPLIANCE WITH ANY APPLICABLE LAWS OR REGULATIONS. CUSTOMER ASSUMES ALL RESPONSIBILITY FOR DETERMINING WHETHER THE SERVICE OR THE INFORMATION GENERATED THEREBY IS ACCURATE OR SUFFICIENT FOR CUSTOMER’S PURPOSES. THETA LAKE BEARS NO RESPONSIBILITY FOR ANY ISSUES RELATED TO THIRD-PARTY PLATFORM INTEGRATIONS.
11. LIMITATION OF LIABILITIES
TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL CUSTOMER OR THETA LAKE AND ITS AFFILIATES, RESELLERS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR LICENSORS BE LIABLE FOR: ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, REVENUE, GOODWILL, USE OR CONTENT) HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, BUSINESS INTERRUPTION, LOSS OF OPPORTUNITY, WARRANTY, NEGLIGENCE OR OTHERWISE, EVEN IF THETA LAKE HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES.
IN ANY CASE, THETA LAKE'S, ITS AFFILIATES’, SUPPLIERS’ AND RESELLERS’ MAXIMUM CUMULATIVE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE SERVICES (IF ANY) IN THE TWELVE (12) MONTHS PRECEDING THE EVENT OR CIRCUMSTANCES GIVING RISE TO SUCH CLAIMS.
Nothing in these Terms shall exclude or limit the liability of Customer or Theta Lake and its affiliates, officers, employees, agents, licensors, resellers, suppliers and distributors for death or personal injury, fraud, fraudulent misrepresentation or any liability that cannot be excluded or limited by law.
13.5. Force Majeure. Neither party shall be liable to the other for any delay or failure to perform hereunder (excluding payment obligations) due to circumstances beyond such party's reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (excluding those involving such party's employees), service disruptions involving hardware, software or power systems not within such party's possession or reasonable control, and denial of service attacks.
13.6. Export Restrictions. Each party agrees to comply with all applicable regulations of the United States Department of Commerce and with the United States Export Administration Act, as amended from time to time, and with all applicable laws and regulations of other jurisdictions with respect to the importation and use of the Service and Theta Lake Confidential Information and any media, to assure that the Service, Theta Lake Confidential Information and media are not exported, imported or used in violation of law or applicable regulation.