Terms and Conditions

1. The Services

Ennote Security is constantly modifying and improving its Services. We reserve the right to introduce new products and/or features, change existing products and/or features, or discontinue products and/or features from the Services at any time, at our sole discretion. We will endeavor to provide reasonable notice of any material deprecation or discontinuation of a core Service.

Ennote Security is a corporate secret manager platform designed for securely storing, managing, and sharing sensitive information, which may include API keys, passwords, certificates, and other confidential data (collectively, "Secrets"). Key features of the Services include, but are not limited to:

• Secure storage and sharing of Secrets.
• Secret versioning.
• Audit logs and notifications related to Secret access and modifications.
• Gradual access control at Organization and Workspace levels.
• One-time secret sharing capabilities.

We are continuously developing new capabilities, which may in the future include features such as:

• Encryption and decryption of data using a Customer's own AWS/GCP Key Management Service (KMS) keys.
• Synchronization of Secrets with various third-party platforms (e.g., GCP Secret Manager, AWS Secret Manager, GitLab, Cloudflare, GitHub).

The Services allow Customers to create an "Organization." Within an Organization, each User is automatically provided with a private "Workspace" for their individual Secrets. Users, if permitted by their roles within the Organization, may also create or be invited to shared "Workspaces" to collaborate and manage Secrets with other team members. Specific user roles and permissions within Organizations and Workspaces are detailed in our official documentation, accessible on our Website (the "Documentation").

2. Creating an Account

2.1 Eligibility: To use the Services, you must be at least sixteen (16) years of age. If you are agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and bind them to these Terms. The Services are not intended for, and should not be used by, anyone under the age of sixteen (16).

2.2 Account Registration and Authentication: You must register an account to access the Services. Account registration and login to the Services are facilitated exclusively through supported third-party authentication providers, such as Google, Microsoft, and GitHub ("Third-Party Auth Providers"). Ennote Security does not provide or store native passwords for the Services.

When you register using a Third-Party Auth Provider, you authorize us to access and use certain account information from that provider, such as your name and email address ("Registration Data"), as permitted by the Third-Party Auth Provider and your settings with that provider. You agree to: (a) provide accurate, current, and complete Registration Data and any other information requested by Ennote Security during the Organization or Workspace setup process; (b) maintain the security of your access through your chosen Third-Party Auth Provider; and (c) maintain and promptly update your Registration Data and any other information you provide to Ennote Security, keeping it accurate, current, and complete.

After initial authentication, you will typically be required to create an Organization or join an existing Organization via invitation to fully utilize the Services.

2.3 Account Responsibility: You are responsible for all activities that occur under your account(s) and within your Organization and Workspaces, including the actions of any Users you invite. You are also responsible for safeguarding the access to your account through your Third-Party Auth Provider. Ennote Security is not liable for any loss or damage arising from your failure to maintain the security of your Third-Party Auth Provider account.

2.4 Unauthorized Account Use: You agree to notify us immediately at [email protected] if you become aware of any unauthorized use of or access to your account or your Organization’s data. You understand and agree that we may require you to provide information that may be used to confirm your identity and help ensure the security of your account.

3. Security and Data Privacy

3.1 Ennote Security Measures: Ennote Security is committed to protecting the security of your information and Secrets. We implement and maintain robust physical, technical, and administrative security measures designed to protect your information from unauthorized access, destruction, use, modification, or disclosure. These measures include multiple layers of encryption for Secrets at rest and in transit. We also plan to offer features allowing Customers to use their own Key Management Service (KMS) keys from providers like AWS or GCP for an additional layer of control over the encryption of their Secrets. For more detailed information on our security practices, please visit our security page at ennote.io/security.

While we take significant steps to protect your data, including design considerations that can limit our own staff's access to plaintext Secrets (especially when Customer-managed KMS is utilized), no method of transmission over the Internet or method of electronic storage is 100% secure. Therefore, while we strive to use commercially acceptable means to protect your information and Secrets, we cannot guarantee their absolute security.

3.2 Privacy: We collect certain data and information about you and your Users in connection with your use of the Services and otherwise in connection with these Terms. We collect, use, and disclose all such data and information in accordance with our Privacy Policy, which you acknowledge forms part of this Agreement. We use analytics techniques to better understand how our Services are being used to improve them. For more information on these techniques and the type of data collected, please read our Privacy Policy.

3.3 Legal Disclosure: Nothing in these Terms prevents us from disclosing your data to the extent required by law, subpoenas, or court orders, but we will use commercially reasonable efforts to notify you where permitted to do so, unless providing notice is prohibited by the legal process itself, by court order, or in emergency situations. Ennote Security strives to balance your privacy rights with legal requirements.

4. Fees, Charges, and Payments

4.1 Subscription Plans and Fees: You agree to pay all fees and charges applicable to your chosen subscription plan for the Services ("Subscription Fees"). Ennote Security offers several subscription plans:

• Free Plan: Allows exploration of core features with certain limitations on users and/or Secrets, suitable for individual testing and evaluation.
• Team Plan: Designed for mid-sized organizations, offering essential collaboration and security tools for everyday team use.
• Business Plan: Provides expanded features, integrations, and priority support for comprehensive enterprise security needs.
• Dedicated Customizable Plan: Tailored solutions for enterprise Customers with unique needs, specific security requirements, and potentially custom features, often governed by a separate Order Form.

Detailed information about each plan, including features, limitations, and current pricing, is available on our website at Plans or as specified in an Order Form for Dedicated Customizable Plans. All Subscription Fees are due in advance for the applicable subscription period (e.g., monthly or annually) unless otherwise stated in an Order Form.

4.2 Payment Processing: We partner with Stripe, Inc. (“Stripe”) to manage payments. By using our paid Services, you agree to provide Stripe with accurate, current, complete, and authorized information about yourself and/or your business, and your credit, debit, or other payment card data. By providing Stripe with your payment information, you agree that Ennote Security is authorized through Stripe to immediately charge you for all Subscription Fees due and payable to Ennote Security hereunder and that no additional notice or consent is required for such charges. You agree to immediately update your payment details in Stripe if there is any change in your billing address or the payment method used.

4.3 Unpaid Fees: We reserve the right to suspend or terminate your account and access to the Services if any Subscription Fees remain unpaid after the due date.

4.4 Taxes: All payments are exclusive of federal, provincial, state, local, and foreign taxes, duties, tariffs, levies, withholdings, and similar assessments (including without limitation, sales, use, and value-added taxes). You agree to bear and be responsible for the payment of all such charges, excluding only taxes based upon Ennote Security’s net income.

4.5 Fee Changes: We reserve the right to change the Subscription Fees and other charges from time to time. We will provide you with reasonable prior notice of any fee changes, typically at least thirty (30) days, by notifying you via email or through the Services. Fee changes will become effective at the end of your then-current billing cycle or as otherwise specified in the notice.

4.6 Dedicated Customizable Plan / Enterprise Terms: For Customers on our Dedicated Customizable Plan or other enterprise-level agreements governed by an Order Form, you agree to pay Ennote Security the then-applicable fees described in the Order Form for the Services (and any implementation services) in accordance with the terms therein. If your use of the Services exceeds any service capacity or usage limits set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement or the Order Form), you shall be billed for such usage and agree to pay the additional fees. Ennote Security reserves the right to change such fees or institute new charges at the end of the Initial Service Term or then-current renewal term, upon thirty (30) days prior notice to you (which may be sent by email). If you believe that Ennote Security has billed you incorrectly, you must contact us via our support channels (e.g., [email protected] or our support portal) no later than sixty (60) days after the closing date on the first billing statement in which the error or problem appeared to receive an adjustment or credit. Full payment for invoices issued in any given month must be received by Ennote Security within thirty (30) days after the mailing date of the invoice, unless otherwise specified in an Order Form. Unpaid invoiced amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service.

5. Third-Party Services and Platforms

A “Third-Party Service” means any software, software-as-a-service, data sources, content, websites, or other products or services not provided directly by Ennote Security that are integrated with or used in conjunction with the Services. This includes, for example, the Third-Party Auth Providers you use to log in, or platforms with which Ennote Security may synchronize Secrets in the future (such as GitHub, GitLab, AWS Secret Manager, GCP Secret Manager, etc., if you enable such integrations).

The Services may depend upon, interact with, support integrations with, or enable access to Third-Party Services, which may in each case be accompanied by separate terms of use and privacy policies. In order for the Services to communicate with, access, or receive relevant information from such Third-Party Services, you or your Users may be required to input credentials or authorize Ennote Security to access your accounts with such Third-Party Services for the purposes described in these Terms or within the Service interface. By enabling the use of the Services with any Third-Party Services, you authorize Ennote Security to access your accounts and exchange information with such Third-Party Services as necessary to provide the requested integration and functionality.

You are solely responsible for complying with any relevant terms and conditions of the Third-Party Services and maintaining appropriate accounts in good standing with the providers of the Third-Party Services. YOU ACKNOWLEDGE AND AGREE THAT ENNOTE SECURITY HAS NO RESPONSIBILITY OR LIABILITY FOR ANY THIRD-PARTY SERVICES, THEIR DATA HANDLING PRACTICES, THEIR AVAILABILITY, OR ANY USER CONTENT OR SECRETS EXPORTED TO OR SYNCHRONIZED WITH A THIRD-PARTY SERVICE AT YOUR DIRECTION.

Ennote Security does not guarantee that the Services will maintain integrations with any Third-Party Services, and Ennote Security may disable or deactivate integrations of the Services with any Third-Party Services at any time, with or without notice, at its sole discretion. If Ennote Security’s deactivation of an integration will materially impact the Services provided, Ennote Security will endeavor to notify affected Customers. For clarity, these Terms govern your use of and access to the Services, even if accessed through an integration with a Third-Party Service.

WE DO NOT ENDORSE, AND HEREBY DISCLAIM ALL LIABILITY OR RESPONSIBILITY TO YOU OR ANY OTHER PERSON FOR ANY THIRD-PARTY SERVICE. Information about third-party services that Ennote Security itself uses to provide our Services (our subprocessors) can be found on our Subprocessors Page.

6. Your License and Acceptable Use

6.1 License Grant: Subject to the terms and conditions of this Agreement, Ennote Security hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable license worldwide (with the exception of (i) jurisdictions that are embargoed or designated as supporting terrorist activities by any applicable government authority, and (ii) jurisdictions whose laws do not permit engaging in business with Ennote Security or use of the Services) for you and your authorized Users to access and use the Services during the applicable Subscription Term.

The scope of your use is dependent on your subscription plan:

• Free Plan: May be used for individual testing and evaluation purposes, which can include personal or pre-commercial business exploration, subject to the limitations of the Free Plan.
• Paid Plans (Team, Business, Dedicated Customizable): Are intended for internal business use by the Customer and its authorized Users, subject to the terms of the specific plan and any applicable Order Form.

This license is granted solely for use in a manner that complies with all legal requirements that apply to you or your use of the Services, including our Privacy Policy and these Terms. Ennote Security may revoke this license at any time, in its sole discretion, for breach of this Agreement.

6.2 Acceptable Use: You must comply with the following rules regarding acceptable use of the Services. You may not, and may not permit your Users to:

• Access, tamper with, or use non-public areas of the Services, Ennote Security’s computer systems, or the technical delivery systems of Ennote Security’s providers;
• Attempt to disrupt or overwhelm our infrastructure by intentionally imposing unreasonable requests or burdens on our resources (e.g., using “bots” or other automated systems to send requests to our servers at a rate beyond what could be sent by a human user during the same period of time, unless expressly permitted by our API usage guidelines);
• Access or search the Services by any means other than by using the interfaces provided for your authorized use by Ennote Security (for example, “scraping”), unless expressly permitted by our API terms or other written agreement;
• Probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measure, without prior written authorization from Ennote Security specifically for security testing purposes;
• Interfere with or disrupt (or attempt to do so) the access of any User, host, or network, including, without limitation, by sending a virus, overloading, flooding, spamming, or mail-bombing the Services.

6.3 Misuse of the Services: You may not, and may not permit your Users to, utilize the Services to carry out, promote, or support:

• Any unlawful or fraudulent activities;
• The renting, leasing, distributing, sublicensing (except to authorized Users under your Customer account), or otherwise providing access to the Services to an unauthorized third party;
• The sending of unsolicited communications, promotions, advertisements, or spam through or about the Services;
• The impersonation of another person or entity or the misrepresentation of an affiliation with a person or entity in a manner that does or is intended to mislead, confuse, or deceive others;
• The publishing of or linking to malicious content intended to damage or disrupt another User’s browser or computer or to compromise their data or Secrets;
• The publishing, posting, storing, or sharing of other people’s or entities’ Secrets, private, or personal information without their express authorization and permission;
• The use of the Services for competitive analysis or to build directly competitive products, except to the extent such restrictions are prohibited by applicable law.

6.4 User Content Standards Within the Services: You may not, and may not permit your Users to, store, manage, or post any User Content (including Secrets) on the Services that:

• Violates any applicable law, any third party’s intellectual property rights, or anyone’s right of privacy or publicity;
• Is deceptive, fraudulent, illegal, or promotes illegal activities, which, if we become aware of, we may remove and report to law enforcement;
• Contains viruses, bots, worms, or similar harmful materials; or
• Contains any information that you or your Users do not have a right to access, use, store, or share under law or any contractual or fiduciary duty. You and your Users are solely responsible for ensuring you have all necessary rights and permissions to manage any Secrets or other User Content within the Services.

6.5 Violations of this Section: In addition to any other remedies that may be available to us, Ennote Security reserves the right to take any remedial action it deems necessary, including immediately suspending or terminating your account or your access to the Services, upon notice and without liability for Ennote Security should you or your Users fail to abide by the rules in this Section 6 or if, in Ennote Security’s sole discretion, such action is necessary to prevent disruption of the Services for other Users or to protect the security and integrity of the Services or Ennote Security.

7. User Content and Feedback

7.1 User Content and Secrets on the Services: The Services allow you and your Users to submit, store, manage, version, and share associated information, text, files, and other materials, including highly sensitive data such as API keys, passwords, certificates, and other confidential information defined herein as "Secrets" (all such materials collectively, “User Content”). User Content submitted or otherwise made available to the Services is owned and controlled by the Customer (Account Holder) to which the applicable account and Organization belong. You are solely responsible for the accuracy, quality, legality, and anner in which you acquire and manage User Content and Secrets.

7.2 Our License to User Content: To the extent Ennote Security has access to User Content (noting that with certain encryption methods, such as Customer-managed KMS, our access to readable Secrets may be technically limited or prevented), you grant Ennote Security a limited, non-exclusive, and non-transferable (except in connection with the sale or transfer of its business) license to access, use, process, and transmit User Content for the following limited purposes: (i) to maintain, provide, and improve the Services for you and your Users; (ii) to prevent or address technical or security issues and resolve support requests (any access by Ennote Security support personnel to an Organization or Workspace for support purposes will be on an as-needed basis and, where feasible, with your explicit or implicit consent, e.g., by initiating a support request that requires such access); (iii. to comply with a valid legal subpoena, request, or other lawful process as detailed in Section 3.3; and (iv) as expressly permitted in writing by you or the Account Holder.

7.3 Managing and Deleting User Content: Provided you or your Users have the appropriate access level (as defined in our Documentation or your Organization's settings), you can manage, modify, and delete your User Content and Secrets. Deletion of an Organization will result in the deletion of all associated Workspaces, User Content, and Secrets from our active systems, subject to our standard data backup and retention policies (we maintain backups for system recovery for a limited, confidential period) and any legal obligations to retain data. We are not responsible for any loss or damage resulting from your or your Users' deletion of User Content or Secrets. We recommend regularly backing up important Secrets if an external copy is desired.

7.4 Feedback on the Services: To the extent you or your Users provide any suggestions, ideas, enhancement requests, recommendations, or other feedback relating to the Services or any other products or services offered by Ennote Security (collectively, “Feedback”), you hereby grant to Ennote Security a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Services any such Feedback. Ennote Security will have no obligation to compensate you for such Feedback.

7.5 User Content and Feedback Representations: You acknowledge and agree that you have all required rights, permissions, and consents to submit, store, manage, and share User Content (including all Secrets) and to provide Feedback without violation of any third-party rights (including intellectual property rights, privacy rights, or confidentiality obligations).

8. Our Proprietary Rights

The Services are owned and operated by Ennote Security Inc. and contain materials (including all software, design, text, editorial materials, informational text, photographs, illustrations, audio clips, video clips, artwork and other graphic materials, and names, logos, trademarks, and service marks) which are derived in whole or in part from materials supplied by Ennote Security and its partners, as well as other sources, and are protected by Canadian and international copyright laws, international treaty provisions, trademarks, service marks, and other intellectual property laws. The Services are also protected as a collective work or compilation under Canadian copyright and other laws and treaties.

You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained in the Services. You acknowledge that the Services have been developed, compiled, prepared, revised, selected, and arranged by Ennote Security and others through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and constitute valuable intellectual property of Ennote Security and such others. You agree to protect the proprietary rights of Ennote Security and all others having rights in the Services during and after the term of these Terms and to comply with all reasonable written requests made by Ennote Security or its suppliers and licensors of content or otherwise to protect their and others’ contractual, statutory, and common law rights in the Services.

You agree to notify Ennote Security immediately by contacting [email protected] upon becoming aware of any claim that the Services infringe upon any copyright, trademark, or other contractual, statutory, or common law rights. All present and future rights in and to trade secrets, patents, copyrights, trademarks, service marks, know-how, and other proprietary rights of any type under the laws of any governmental authority, domestic or foreign, including without limitation rights in and to all applications and registrations relating to the Services, shall, as between you and Ennote Security, at all times be and remain the sole and exclusive property of Ennote Security. Any unauthorized use of any material contained on or through the Services may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes.

The Services, their “look and feel”, any and all related or underlying technology, and any modifications or derivative works of the foregoing, including as they may incorporate Feedback, and any performance information or analytics relating to the Services (but not your specific User Content or Secrets themselves) will be deemed Ennote Security’s confidential information (“Ennote Security Confidential Information”). Except as expressly authorized herein or by Ennote Security in writing, you will (1) hold in confidence and not disclose any Ennote Security Confidential Information to third parties and (2) not use Ennote Security Confidential Information for any purpose other than fulfilling your obligations and exercising your rights under these Terms.

9. Early Access Features

From time to time, Ennote Security may make available product features that are identified as alpha, beta, pilot, early access, evaluation, or similar designations (collectively, “Early Access Features”). These Early Access Features are provided to you for testing and evaluation purposes only. Ennote Security makes no commitment to provide Early Access Features in any future versions of the Services or to continue to offer them. Your use of Early Access Features is optional.

Ennote Security may suspend or terminate access to Early Access Features at any time, for any reason, with or without notice, and without liability to you. Notwithstanding anything to the contrary in these Terms, all Early Access Features are provided "AS IS" and "AS AVAILABLE" without warranty of any kind (express or implied) and without any performance or availability obligations. Any data, including User Content or Secrets, used with Early Access Features should be considered potentially non-recoverable, and you should back up any critical data. Early Access Features may be subject to additional terms and conditions provided by Ennote Security.

10. Disclaimer of Warranties

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL SERVICES, SUPPORT, AND EARLY ACCESS FEATURES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND ENNOTE SECURITY AND OUR SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, FUNCTIONALITY, OR MERCHANTABILITY, WHETHER EXPRESS, IMPLIED, OR STATUTORY.

WITHOUT LIMITING OUR EXPRESS OBLIGATIONS IN THESE TERMS, WE DO NOT WARRANT THAT YOUR USE OF THE SERVICES, SUPPORT, OR EARLY ACCESS FEATURES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT WE WILL PRESERVE OR MAINTAIN YOUR USER CONTENT (INCLUDING SECRETS) WITHOUT LOSS. YOU UNDERSTAND THAT USE OF THE SERVICES, SUPPORT, AND EARLY ACCESS FEATURES NECESSARILY INVOLVES TRANSMISSION OF YOUR USER CONTENT OVER NETWORKS THAT WE DO NOT OWN, OPERATE, OR CONTROL, AND WE ARE NOT RESPONSIBLE FOR ANY OF YOUR USER CONTENT LOST, ALTERED, INTERCEPTED, OR STORED ACROSS SUCH NETWORKS.

WE CANNOT GUARANTEE THAT OUR SECURITY PROCEDURES WILL BE ERROR-FREE, THAT TRANSMISSIONS OF YOUR USER CONTENT WILL ALWAYS BE SECURE, OR THAT UNAUTHORIZED THIRD PARTIES WILL NEVER BE ABLE TO DEFEAT OUR SECURITY MEASURES OR THOSE OF OUR THIRD-PARTY SERVICE PROVIDERS. WE WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES, OR OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE OUR REASONABLE CONTROL.

YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.

11. Limitations of Liability

11.1 Exclusion of Indirect Damages: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER ENNOTE SECURITY NOR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR SUPPLIERS (COLLECTIVELY, THE "ENNOTE SECURITY PARTIES") WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF DATA OR GOODWILL, BUSINESS INTERRUPTION, FAILURE OF SECURITY MECHANISMS, COMPUTER DAMAGE, SYSTEM FAILURE, COST OF DELAY, OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ENNOTE SECURITY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

11.2 Cap on Liability: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE ENNOTE SECURITY PARTIES’ TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS YOU HAVE PAID OR ARE PAYABLE BY YOU TO ENNOTE SECURITY FOR ACCESS TO AND USE OF THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IF YOU ARE USING A FREE PLAN, ENNOTE SECURITY'S TOTAL LIABILITY SHALL NOT EXCEED ONE HUNDRED CANADIAN DOLLARS (CAD $100.00).

11.3 Basis of Bargain: EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO ALLOCATE THE RISKS OF THESE TERMS BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY ENNOTE SECURITY TO YOU AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 11 WILL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THESE TERMS.

12. Indemnity

You agree to indemnify, defend, and hold harmless Ennote Security, its affiliates, and their respective officers, directors, employees, contractors, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to reasonable legal fees) resulting from or arising out of: (a) your or your Users’ use and access of the Services, by you or any person using your account; (b) your or your Users’ breach of any term of this Agreement; (c) your or your Users’ violation of any applicable law or any right of a third party, including without limitation any intellectual property, privacy, or contractual right; or (d) your or your Users’ User Content, including without limitation any claim that your User Content or Secrets caused damage to a third party. This defense and indemnification obligation will survive these Terms and your use of the Services.

13. Termination

13.1 Termination by You: You may decide to stop using the Services and terminate this Agreement (and your account) for any reason by providing Ennote Security with written notice (e.g., via [email protected]). Such termination will be effective upon Ennote Security's processing of your request. Unless otherwise agreed in writing between you and Ennote Security, or as required by applicable law, you will not be eligible for a refund of any pre-paid Subscription Fees upon such termination.

13.2 Termination by Ennote Security: Ennote Security may terminate or suspend your access to the Services, in whole or in part, at any time, with or without cause.

• For Cause: We may terminate or suspend your account immediately, without prior notice or liability, if you or your Users breach any material term of this Agreement. Upon such termination, your right to use the Services will immediately cease, and you will not be entitled to any refund of prepaid fees.
• Without Cause: We may also terminate your access to the Services without cause. In such an event, we will provide you with reasonable prior notice (e.g., thirty (30) days) and, if you are on a paid subscription, we will refund any prepaid, unused Subscription Fees for the period remaining in your then-current subscription term after the effective date of termination.

13.3 Dedicated Customizable Plan / Enterprise Agreements: For Customers on a Dedicated Customizable Plan or other enterprise agreement governed by an Order Form, subject to earlier termination as provided in this Agreement, the subscription term is for the Initial Service Term as specified in the Order Form. Unless otherwise specified in the Order Form, such subscriptions shall automatically renew for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination in writing at least thirty (30) days (or such other period as specified in the Order Form) prior to the end of the then-current term.

13.4 Effect of Termination: Upon termination of this Agreement or your account, your right to access and use the Services will immediately cease. You will no longer have access to your User Content (including Secrets) through the Services, and Ennote Security may delete your User Content in accordance with its data retention policies (see Section 7.3), subject to legal obligations. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, limitations of liability, and dispute resolution provisions.

14. Governing Law and Dispute Resolution

14.1 Informal Resolution: In the event of any controversy or claim arising out of or relating to these Terms or the Services, the parties will consult and negotiate with each other and, recognizing their mutual interests, attempt to find a solution that is satisfactory to both parties. If the parties do not reach settlement within a period of sixty (60) days from the date the dispute was first raised, either party may pursue relief as may be available under these Terms or applicable law. All negotiations pursuant to this Section will be confidential and treated as compromise and settlement negotiations for purposes of all rules and codes of evidence.

14.2 Governing Law; Jurisdiction: This Agreement, and any disputes arising out of or related hereto, will be governed exclusively by the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to its conflicts of laws rules or principles. The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. Each party irrevocably agrees that any legal action, proceeding, or suit arising out of or related to these Terms must be brought solely and exclusively in, and will be subject to the service of process and other applicable procedural rules of, the courts located in Vancouver, British Columbia, Canada, and each party irrevocably submits to the sole and exclusive personal jurisdiction of such courts.

14.3 Injunctive Relief; Enforcement: Notwithstanding the provisions of Section 14.1 (Informal Resolution) and 14.2 (Governing Law; Jurisdiction), nothing in these Terms will prevent Ennote Security from seeking injunctive relief or other equitable remedies with respect to a violation of intellectual property rights, confidentiality obligations, or enforcement or recognition of any award or order in any appropriate jurisdiction.

15. General Terms

15.1 Force Majeure: Ennote Security will not be liable for, or be considered to be in breach of or default under these Terms on account of, any delay or failure to perform as required by these Terms as a result of any cause or condition beyond its reasonable control (including, without limitation, acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, epidemics, strikes, or shortages of transportation facilities, fuel, energy, labor or materials), so long as it uses commercially reasonable efforts to avoid or remove those causes of non-performance.

15.2 Waiver and Severability: Any failure of either Party to insist upon or enforce performance by the other Party of any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement will not be interpreted or construed as a waiver or relinquishment of such Party's right to assert or rely upon any such provision, right, or remedy in that or any other instance. If a court of competent jurisdiction finds any provision of these Terms to be invalid or unenforceable, the parties agree that the court should endeavor to give effect, to the maximum extent permitted by law, to the parties’ intentions as reflected in the provision, and the other provisions of these Terms will remain in full force and effect.

15.3 Third-Party Beneficiaries: You agree that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms.

15.4 Logo Usage: By entering into this Agreement as a Customer (excluding users on a Free Plan solely for individual evaluation, unless otherwise agreed), you hereby grant Ennote Security the non-exclusive, royalty-free, worldwide right to use your company name and logo for the sole purpose of identifying you as a customer of Ennote Security on our Website, in our marketing materials, case studies, and other promotional content. Ennote Security agrees to use your logo in a professional manner and in accordance with any reasonable brand guidelines you provide to us in writing. You may revoke this right at any time by providing written notice to Ennote Security at [email protected], and we will cease such use within a reasonable period.

15.5 Statute of Limitations: To the extent permitted by applicable law, you agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Services and/or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred, except for claims related to intellectual property infringement or indemnification obligations.

15.6 Notices: Any notices or other communications provided by Ennote Security under these Terms, including those regarding modifications to these Terms, will be given by Ennote Security: (i) via email to the email address associated with your account; or (ii) by posting to the Website or through the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted. If you give a notice to Ennote Security under these Terms, it must be sent via email to [email protected] and will be effective when received by Ennote Security.

15.7 Miscellaneous: These Terms (and all terms and conditions incorporated herein by reference, including the Privacy Policy and any applicable Order Form) constitute the entire agreement between you and Ennote Security and govern your use of the Services, superseding any prior agreements between you and Ennote Security on the subject matter. These Terms, and any rights or licenses granted hereunder, may not be assigned or delegated by you without Ennote Security’s prior written consent. Ennote Security may assign or delegate this Agreement, and any rights or licenses granted hereunder, without restriction. These Terms bind and inure to the benefit of each party and the party’s successors and permitted assigns. These Terms may not be modified by an oral statement by a representative of Ennote Security. No agency, partnership, joint venture, or employee-employer relationship is intended or created by these Terms. You agree that any agreements made by and between you and us in electronic form are as legally binding as if made in physical written form. The section titles in these Terms are for convenience only and have no legal or contractual effect. The language of these Terms shall be construed as a whole according to its fair meaning and not strictly for or against any party.

15.8 Interpretation: Whenever the words “including,” “include,” or “includes” are used herein, they will be deemed to be followed by the phrase “without limitation.”