TARGHEE PLATFORM

TERMS OF SERVICE

Last Updated: 8/6/2024

These Terms of Service (this “Agreement”) are entered into by and between Targhee Security, Inc. (“Targhee” or “we”), and the entity or person that has entered into an Order Form with respect to accessing or using the Services (defined below) (“Customer” or “you”).  By accepting this Agreement or by accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by this Agreement.  “Order Form” means any online sign-up, order form, statement of work, service addendum, or other sign-up flow that references this Agreement and is hereby incorporated by reference.

If you are entering into this Agreement on behalf of a company, business or other legal entity, you represent that you have the authority to bind such entity and its affiliates to this Agreement, in which case the terms “you” or “your” shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with this Agreement, you must not accept this Agreement and may not use the Service.

Please note that Targhee may modify the terms and conditions of this Agreement in accordance with Section 11.

1.              SERVICES

Subject to this Agreement and the applicable Order Form(s), Targhee will use commercially reasonable efforts to provide Customer with access to Targhee’s products and services, including its security portal and AI questionnaire tool, as set forth in the applicable Order Form (the “Services”) and hereby grants Customer a non­exclusive, non-transferable, non-sublicensable right to access and use the Services during the Term solely for the purposes of using the Services for its intended purposes. As part of the registration process, Customer will identify an administrative username and password for Customer's Targhee account. Any solutions provided in connection with the Services may log Customer's every query and action for audit purposes.

2.              RESTRICTIONS AND RESPONSIBILITIES

2.1            Customer will not, and will not permit any third party to, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services (except to the extent such restrictionsare contrary to applicable law); modify, translate, or create derivative works based on the Services; use the Services for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.

2.2            Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Targhee's guidelines, plans, or specifications provided to Customer and all applicable laws and regulations (including export laws). Customer is solely responsible for all data, information, text, content and other materials that are uploaded, posted, delivered, provided or otherwise transmitted or stored by or on behalf of Customer in connection with or relating to the Service, including but not limited to, Customer’s security and compliance documentations (“Customer Content”). Although Targhee has no obligation to monitor Customer's use of the Services, Targhee may do so and may prohibit any use of the Services it believes may be in violation of the foregoing. Customer shall be responsible for maintaining the security of the Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account. Customer shall limit its use of the Services only for the authorized users and personnel of Customer. Customer is only authorized to provide access to the Services to its own personnel. Requests from other governmental agencies for a user account for the Services, including for multi-agency task forces, should be referred to info@targheesec.com In the event that other governmental agencies already have access to the Services under separate agreements with Targhee, Customer may permit authorized personnel from such governmental agencies to access Customer's account after obtaining written confirmation from Targhee that such other governmental agencies also have an active Agreement in place with Targhee for the Services. Further, Customer shall be responsible for ensuring that records subject to orders for expunction or sealing are appropriately removed from the Customer Content. Customer shall be responsible for and address any public records request made to Customer for information from the Services.

3.               CONFIDENTIALITY; PROPRIETARY RIGHTS

3.1            Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party's business (hereinafter referred to as “Proprietary Information” of theDisclosing Party). Proprietary Information of Targhee includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes Customer Content. The Receiving Party agrees: (i) to take reasonable precautions to protect Disclosing Party's Proprietary Information and (ii) not to use (except in performance of the Services or as otherwise permitted herein) ordivulge to any third person any of Disclosing Party's Proprietary 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, or (b) was in itspossession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.

3.2            Targhee shall own and retain all right, title and interest in and to (a) the Services, all improvements, enhancements or modifications thereto, whether or not developed based on Customer's suggestions or other feedback, and (b) all intellectual property rights related to any of the foregoing.

3.3            Targhee provides an AI tool that completes your security questionnaires (“Output”) based on (i) Customer Content, and (ii) security questionnaires from third parties.  Customer owns all right, title and interest in and to the Customer Content and Output. No agreement entered into by Targhee on behalf of Customer to share the Customer Content will transfer ownership of the Customer Content to any other party. Notwithstanding anything to the contrary, Customer agrees that Targhee has the right to collect and analyze data and other information relating to the Services and related systems and technologies (including, without limitation, information concerning Customer Content, and Output and other data derived therefrom), and Targhee will be free (during and after the Term) to (i) use such information, Output and data to improve and enhance the Services, develop and train any artificial intelligence algorithms and models developed by Targhee and for other development, diagnostic and corrective purposes in connection with the Services and other Targhee offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business.

3.4            You acknowledge and agree that the Output is generated using Targhee’s proprietary artificial intelligence (“AI”) tools. In addition to the limitations and restrictions set forth in this Agreement, there are numerous limitations that apply with respect to AI-generated Output due to the fact that it is automatically generated, including that (a) it may contain errors or misleading information, (b) AI systems are based on predefined rules and algorithms that lack the ability to think creatively and come up with new ideas and can result in repetitive or formulaic content, (c) AI systems can struggle with understanding the nuances of language, including slang, idioms, and cultural references, which can result in Output that is out of context or does not make sense, (d) AI systems do not have emotions and cannot understand or convey emotions in the way humans can, which can result in Output that lacks the empathy and emotion that humans are able to convey, (e) AI systems can perpetuate biases that are present in the data used to train them, which can result in Output that is discriminatory or offensive, (f) AI systems can struggle with complex tasks that require reasoning, judgment and decision-making, (g) AI systems require large amounts of data to train and generate content, and the data used to train AI systems may be of poor quality or biased, which will negatively impact the accuracy and quality of the generated Output, and (h) AI-generated Output can lack the personal touch that comes with content created by humans, which can make it seem cold and impersonal. You agree that you are responsible for evaluating the accuracy, completeness, or usefulness of any Output.

4.              BETA SERVICES

From time to time, Targhee may offer ‘beta’ services, features or tools (“Beta Services”) with which certain Customers may be given access to, such Beta Services are offered solely for evaluation purposes and without any warranty of any kind and may be modified or discontinued without notice at Targhee’s sole discretion.

5.              PAYMENT OF FEES

5.1       Customer will pay Targhee all fees as outlined in the applicable Order Form (“Fees”).Except as expressly stated herein, all payment obligations are non-cancelable, and Fees paid are non-refundable.

5.2       Except as otherwise outlined in the applicable Order Form, all Fees will be billed in advance. All invoices for Fees are due and payable within thirty (30) days from receipt of invoice and in United States Dollars, unless otherwise set forth in the applicable Order Form, without deduction or setoff.  Interest accrues from the due date at the higher of 1.5% per month or the highest rate allowed by law. Customer is responsible for providing complete and accurate billing and contact information to Targhee and notifying Targhee of any changes to such information. If Customer fails to pay any undisputed portion of a past due invoice within ten (10) business days after receiving notice that its account is overdue, Targhee may, without limiting its other rights and remedies, suspend access to or use of the Services until such amounts are paid in full. Targhee will not be obligated to continue to provide access or use of the Services without payment of applicable Fees.

5.3       If Customer elects to pay via credit card, then Customer is responsible for either (a) enabling auto-recharge on Customer’s payment instrument or (b) ensuring that Customer’s payment instrument has a sufficient positive balance to cover all Fees due.  If, for any reason, Customer has a negative balance on its payment account or its payment services provider declines to authorize payment for any reason, then Targhee reserves the right to suspend access to the Services until all Fees are paid in full.  Customer hereby authorizes Targhee to charge Customer’s designated credit card account (or other means of payment) for the Fees outlined in the corresponding Order Form.  Targhee is not responsible for any handling, process, or related fees assessed by the Payment Provider.

5.4       Targhee uses Stripe, Inc. and its affiliates (“Stripe”) to provide payment processing services and Customer agrees that it is subject to the Stripe terms and conditions and other policies available at https://stripe.com/legal and Stripe’s Global Privacy Policy available at: https://stripe.com/privacy (collectively, the “Stripe Agreements”) with respect to any payment processing.  By agreeing to this Agreement, users that use the payment functions of the Service also agree to be bound by the Stripe Agreements for the payment function the user is using, as the same may be modified by Stripe from time to time. You hereby authorize Stripe to store and continue billing your specified payment method even after such payment method has expired, to avoid interruptions in payment for your use of the Service. Please contact Stripe for more information. Targhee assumes no liability or responsibility for any payments you make through the Service.

6.               TERM AND TERMINATION

6.1            Subject to earlier termination as provided below, the term of this Agreement will commence on the Effective Date and continue for theterm as specified in the applicable Order Form, and shall be automatically renewed for additional one-year period (collectively, the “Term”), unless either party provides the other with written notice of non-renewal at least thirty (30) days prior to the end of the then-current Term.

6.2            In the event of Customer’s, including without limitation for nonpayment or violations of the provisions in Section 2.1, Targhee may, in its reasonable discretion, suspend Customer’s access to or use of the Services. Notwithstanding the foregoing, Targhee will use good-faith, reasonable efforts, unless the circumstances dictate otherwise, to reasonably notify Customer via email before taking the foregoing actions.

6.3            In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days' notice, if the otherparty materially breaches any of the terms or conditions of this Agreement and fails to cure such material breaches within the thirty (30) days.Further, Targhee may immediately (or upon five (5) days' notice in the case of non-payment of Fees) suspend access to the Services if Customer materially breaches this Agreement until such breach is cured. Upon any termination, Targhee will make all Customer Content available toCustomer for electronic retrieval for a period of thirty (30) days, but thereafter Targhee may, but is not obligated to, delete stored Customer Content. The provisions of Sections 3, 5, 6, 7.2, 7.3 8, 9 and 11 shall survive any termination or expiration of this Agreement.

7.               WARRANTY AND DISCLAIMER

7.1             Targhee represents and warrants that (a) it will perform the Services in a professional and workmanlike manner and (b) the Services will operate in material conformity with any specifications set forth in writing by Targhee.

7.2             Customer represents, warrants and covenants that (i) Customer owns all Customer Content or have obtained all permissions, releases, rights or licenses required for Targhee to use such Customer Content on behalf of Customer in connection with the Services without obtaining further releases or consents from any third party and (ii) Customer Content and Targhee’s use thereof does not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right.

7.3            EXCEPT FOR THE WARRANTIES EXPLICITLY SET FORTH IN SECTION 7.1, TARGHEE HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. TARGHEE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES.

8.               LIMITATION OF LIABILITY

EXCEPT FOR BREACHES OF SECTION 2, OR USE OF THE SERVICE OR ANY PART THEREOF EXCEPT AS EXPRESSLYPERMITTED HEREBY, NEITHER PARTY (NOR ANY OF ITS SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES) SHALL BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL ORCONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) ARISING OUT OF THIS AGREEMENT OR ANY DELAY ORINABILITY TO USE THE SERVICES EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL TARGHEE BE LIABLE FOR ANY OTHER DAMAGES IN EXCESS OF THE AGGREGATE FEES PAID (PLUS AMOUNTS PAYABLE) TO TARGHEE HEREUNDER IN THE SIX (6) MONTH PERIOD PRIOR TO THE DATE THE CLAIM FIRST AROSE.

9.                 INDEMNIFICATION

Unless otherwise prohibited by applicable laws and regulations, Customer agrees to defend, indemnify, and hold harmless Targhee from and against any claims, actions or demands, including, without limitation, all related liabilities, damages, costs, expenses, and reasonable legal and accounting fees, arising or resulting from Customer’s breach of the Agreement or Customer’s access to, use or misuse of the Services. Targhee shall provide notice to Customer of any such claim, suit, or proceeding. Targhee reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this Section. In such case, Customer agrees to cooperate with any reasonable requests assisting Targhee’s defense of such matter.

10.            PUBLICITY

During the Term of this Agreement, Customer agrees that Targhee may, without Customer's prior written consent, (i) use Customer's name and logo in Targhee's marketing and promotional efforts on Targhee's website and in other communication with existing or potential Targheecustomers, and (ii) share information on Customer with its affiliates for marketing and other business purposes.

11.           MISCELLANEOUS

From time to time, Customer and Targhee may enter into Order Forms pursuant to which Customer will purchase rights to use the Services.This Agreement applies to any Order Forms to the exclusion of any other terms or conditions that either party seeks to impose or incorporate (except as expressly set forth in any applicable Order Form) or that are implied by course of dealing. Neither party will have the right to assign this Agreement, except that either party may assign its rights and obligations without consent to a successor to substantially all its relevant assets or business. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. Targhee reserves the right in its sole discretion and at any time and for any reason to modify this Agreement. If we do this, we will post the changes on this page and will indicate at the top of this page the date this Agreement was last revised. You should periodically visit this page to review the current version of this Agreement so you are aware of any revisions. If you do not agree to abide by these or any future terms and conditions of this Agreement, you will not access, browse, or use (or continue to access, browse, or use) the Service. This Agreement and any dispute arising hereunder shall be governed by the laws of the State of California without regard to the conflicts of law provisions thereof. In any action or proceeding toenforce rights under this Agreement, the prevailing party will be entitled to recover reasonable costs and attorneys' fees. Without limiting anything herein, and except for payment obligations, neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action or acts of terrorism, earthquake or other acts of God, labor conditions and power failures. For all purposes under this Agreement each party shall be and act as an independent contractor andshall not bind nor attempt to bind the other to any contract. Any notices in connection with this Agreement will be in writing and sent to theaddress specified on the most recent Order Form or such other address as may be properly specified by written notice hereunder.