Terms of Service

Last Update: March 3rd, 2022

These Terms of Service to the Master Services Agreement to which they are appended govern access to and use of the Ketryx Platform and associated products services by the Customer listed on the Order Form that incorporates this Agreement. These Terms of Service provide the terms under which the Customer may use Ketryx’s various Offerings.

Structure and Order of Precedence. The General Terms Applicable to the Ketryx Platform (“General Terms”) provide the terms under which the Customer may use Ketryx's various Offerings. The specific rights for the Customer to use and/or receive the Ketryx Platform, Support Services or Subscriptions are set forth in the applicable ”Schedule.“ In the event of conflict between any of the General Terms and a Schedule, the Schedule will govern.

Acceptance. If you have arrived at this page via a link provided during the process of installing or logging into the Ketryx Platform, you acknowledge that by proceeding with the installation or use of that Offering, you agree to be bound by this Agreement. If this Agreement is considered an offer, acceptance is expressly limited to the terms of this Agreement. If you do not unconditionally agree to the foregoing, discontinue the installation or login process. If you proceed with installation or logging in, you are representing and warranting that you are authorized to bind the Customer.

Updates. Ketryx periodically updates the terms of this Agreement. Ketryx will notify you of updates via an email or a notification on the platform. Unless the notice states otherwise, the updated terms of this Agreement will become effective and binding on the next business day after it is posted. The previous versions of this Agreement can be made available upon request.

General Terms

1. Definitions

1.1 “Agreement” means the Master Services Agreement, together with an applicable Order Form and/or SOW, and applicable exhibit, schedule or addendum thereto.

1.2 “Applicable Law” means any applicable statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement or rule of law of any supranational, federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.

1.3 “Customer Software“ means software, in source code format, delivered by Customer to Ketryx, from time to time, for processing, analysis, development and/or configuration on the Ketryx Platform.

1.4 “Deployment and Integration Services” or “D&I Services“ means professional services provided by Ketryx for the purpose of assisting the Customer in deploying, configuring, and integrating the Ketryx Platform.

1.5 “Documentation“ means the user manuals, if any, generally provided in writing by Ketryx to end users of the Ketryx Platform in electronic format, as may amended from time to time by Ketryx.

1.6 “Ketryx“ means Ketryx Corporation, a Delaware corporation with its principal place of business at 1 Main Street, 5th Floor, Cambridge, MA 02142.

1.7 “Ketryx Materials“ means all Ketryx proprietary materials, intellectual property related to the Ketryx Platform, Services or Reports (such as copyrights, and patent, trade secret and trademark rights related to Ketryx Platform, and screens, any user interface associated with Ketryx Platform), Documentation, any hardware and/or software used by Ketryx in performing Services or providing Subscriptions, Ketryx's processes and methods (including any forensic investigation processes and methods), materials distributed by Ketryx during Training, and any Ketryx templates and/or forms, including report and presentation templates and forms. Ketryx Materials does not include Third Party Materials.

1.8 “Intellectual Property Rights“ means copyrights (including, without limitation, the exclusive right to use, reproduce, modify, distribute, publicly display and publicly perform the copyrighted work), trademark rights (including, without limitation, trade names, trademarks, service marks, and trade dress), patent rights (including, without limitation, the exclusive right to make, use and sell), trade secrets, moral rights, right of publicity, authors' rights, contract and licensing rights, goodwill and all other intellectual property rights as may exist now and/or hereafter come into existence and all renewals and extensions thereof, regardless of whether such rights arise under the law of the United States or any other state, country or jurisdiction.

1.9 “Offerings“ means, collectively, the Ketryx Platform, Subscriptions, Training, Professional Services, D&I Services and Support Services.

1.10 “Order Form“ means a written purchase order or similar ordering document, signed or submitted to Ketryx by Customer and approved by Ketryx, under which Customer agrees to purchase Offerings.

1.11 “Ketryx Platform“ means Ketryx proprietary software, provided as a web-based application for the purpose of scanning, analyzing and reporting on Customer Software for compliance purposes.

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