These Terms and Conditions (this “Agreement”) constitute a legal agreement between [C2 Company, a California corporation  OR PrimeKey Solutions AB, a corporation registered in Sweden] (including, as applicable, its affiliates), a Keyfactor company (hereinafter referred to as “Vendor”), and you, either as an individual, company or other legal entity (“Customer”), effective as of [the date of the last signature affixed to the Order Form OR the subscription start date identified on the ordering instrument] (the “Effective Date”). Vendor and Customer may be collectively referred to herein as the “Parties,” and each may be referred to individually as a “Party.”

BY UTILIZING THE SERVICES CONTEMPLATED HEREUNDER, CUSTOMER REPRESENTS THAT CUSTOMER PURCHASED THE SERVICES FROM AN APPROVED SOURCE (INCLUDING VIA A THIRD PARTY MARKETPLACE) AND CUSTOMER AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF CUSTOMER IS ACCEPTING THESE TERMS ON BEHALF OF ANOTHER PERSON, COMPANY OR OTHER LEGAL ENTITY, CUSTOMER REPRESENTS AND WARRANTS THAT CUSTOMER HAS FULL AUTHORITY TO BIND THAT PERSON, COMPANY OR LEGAL ENTITY TO THESE TERMS. IF CUSTOMER DECLINES TO ACCEPT ALL TERMS AND CONDITIONS SET FORTH HEREIN, CUSTOMER SHALL REFRAIN FROM UTILIZING THE SERVICES CONTEMPLATED HEREUNDER.


1.	Scope of Contract

A.	Vendor will provide technical assistance, software maintenance, and support services to Customer for select versions of the Bouncy Castle Cryptography Libraries (“Libraries”). The Bouncy Castle Open Source License Agreement, this Agreement and, as applicable, any sales order form or other ordering instrument, shall govern Customer’s use of the services purchased.

B.	Subject to Customers compliance with this Agreement and its timely payment for the support services outlined herein, Vendor will provide applicable technical assistance, software maintenance and support services for the time period stated in the order confirmation and/or delivery note and/or invoice. In the event of any inconsistency between the terms of the order confirmation and/or delivery note and/or invoice, the terms of the invoice shall prevail.

C.	The service levels, support subscription fee, start date, as well as the applicable version of Libraries appear in the ordering instrument (including any private offer via an online marketplace). 

D.	Term: Unless stated otherwise in the order confirmation or invoice, the term of the contract between the parties shall last for twelve (12) months from the subscription start date (as set forth on the sales order form or other ordering instrument). The parties may renew the contract on substantially the same terms upon their mutual written agreement until the earlier of: (i) the date by which the applicable Libraries are “end-of-lifed”; or five (5) years past the release date of the version of the applicable Libraries. In the event of any inconsistency between the terms of the order confirmation and the invoice, the terms of the invoice shall prevail.

2.	Scope of Support Services

A.	Vendor shall provide the following technical assistance and support services:

-	Software maintenance releases
-	Software usage and technical assistance
-	Troubleshooting and problem diagnosis

B.	Customer shall designate one or more member(s) of Customer’s staff as “Customer Contact(s)”, in accordance with the applicable service level purchased by Customer, for Vendor support purposes. Customer will base the applicable number of Customer Contacts upon the chosen support level. A Customer Contact will open a support ticket by sending an email to bc-support@cryptoworkshop.com. Vendor will provide a response to each support ticket via email to the Customer Contact within twenty-four (24) hours. If Vendor cannot resolve the support ticket by way of its first response, Vendor will notify the Customer Contact of the likely resolution timeframe within five (5) business days following the date upon which Vendor opens the support ticket. unless Vendor has already resolved and closed the support ticket within that timeframe. If Customer Contact fails to respond to Vendor’s offer of support within five (5) business days, the support ticket will be closed. Vendor will also close the support ticket if Customer Contact requests that Vendor do so via email or otherwise.

C.	“Maintenance Releases” are modified releases of Libraries that may contain patches, new or improved features. Such releases will be made available to Customer at the discretion of Vendor.

D.	Vendor will make a select number of hours of software usage and technical assistance support provided in 30-minute blocks of time and in accordance with the applicable support level (hereinafter referred to as “Assistance”) available to Customer for the purpose of enabling Customer to perform applicable software development work using Libraries. Vendor will provide such Assistance to Customer via email or otherwise if by mutual agreement.

E.	Vendor’s “Early Access Program” includes the code bases and associated artefacts representing ongoing work in Libraries to further certifications. Customers may not redistribute such code and artefacts without Vendor’s express written permission. Customers must also delete and destroy any such code and artefacts should either Customer or Vendor decline to renew this Agreement or otherwise terminate this Agreement.

F.	Vendor will give those individuals whom Customer designates Customer Contacts (in accordance with the chosen support level) the option to join an email list through which Vendor will announce updates and new releases to Libraries.

3.	Support Terms and Conditions

A.	Vendor will provide the support services described in this document in keeping with the applicable service level purchased. Should Vendor fail to meet a prescribed service level, then—for each failure up to a maximum of six (6) failures during the initial term of the Agreement--Vendor will extend the term of the Agreement by one (1) month and will provide an extra 30-minute period of Assistance. This section represents Vendor’s sole liability and Customer’s sole remedy for service level defaults.

B.	Vendor bases its support service commitments on the assumption that Vendor can reproduce any issue. If Vendor cannot reproduce the problem, the service level described herein does not apply. Customer acknowledges and agrees that issues may arise that Vendor cannot reproduce owing to Vendor’s lack of ready access to specific platforms or to certain combinations of third-party software. The foregoing can hinder and/or prevent Vendor’s reproduction of an issue and can culminate in a delayed response and/or resolution. Customer acknowledges and agrees that Vendor may find it necessary, in its sole and reasonable discretion, to request that provide a small test program or code fragment that illustrates the problem.

C.	Customer acknowledges and agrees that the Libraries is an established open source software project and that Vendor provides no warranty beyond what is described in the license terms attached to Libraries.

D.	Customer further acknowledges that this Agreement applies to the standard releases distributed by the Bouncy Castle website at https://www.bouncycastle.org and/or later updates that Vendor may subsequently provide.  Should Vendor learn that Customer is using a modified version of Libraries, and should Vendor further determine that such modifications are causing the issue(s) under review, Vendor will make a reasonable effort to support Libraries in conjunction with the modifications. That being said, Vendor reserves the right to treat working with modified Libraries as a task that lies outside of the scope of this Agreement. In such event, Vendor will notify Customer as promptly as possible following receipt of a support ticket that Vendor has drawn such a conclusion and that no further services will be provided on that support ticket. Customer may, at its discretion, request that Vendor provide support with resolving such an issue under a separate contractual arrangement to resolve the issue. Vendor reserves the right to accept or decline such an arrangement at its sole discretion.

E.	Customer shall refrain from disclosing any information to Vendor under this Agreement, including information incorporated in Customer's software, that is confidential to the Customer or any third party. Customer shall further refrain from attaching any notice, legend, mark or label to the contrary (e.g., “confidential information,” “proprietary information,” etc.) information provided by Customer. Vendor will deem such notices of no effect. and Vendor will be free to use all information it receives from Customer in any manner it deems appropriate. Vendor will refrain from disclosing any information to Customer that Vendor deems of a confidential nature. Vendor will further refrain from disclosing any information to Customer that Customer may not freely use under the Bouncy Castle Open Source License Agreement that governs use of the Libraries and for which support is being provided under this Agreement.

F.	Vendor reserves the right, in its sole discretion, to limit the rate at which a Customer may open support tickets and will notify Customer of such a decision in writing via email. Customer may freely open support tickets as Customer deems appropriate unless and until Customer receives such a notice.

G.	Customer may change its Customer Contacts at any time by notifying Vendor of the change request by email. If Customer has already assigned the maximum number of Customer Contacts allotted to Customer on the basis of the chosen support level, and Customer desires to introduce a new Customer Contact by way of the change notice, Customer provide the name(s) of any existing Customer Contact(s) via the change notice that Customer wants Vendor to remove from the then-current list. Should Customer fail to do so, the change requested in the notice will not take effect.

H.	Vendor does not provide Assistance hours on a cumulative basis, and they will not accrue from one term to the next should the parties choose to renew this Agreement. Vendor will contribute any remaining software usage and technical assistance hours to the development of Libraries as Vendor deems appropriate.

I.	Vendor will not provide support services to any customers of Customer under this Agreement.

4.	Concluding Terms

A.	Applicable Law. This agreement shall be governed by and construed in accordance with the laws of the State of Delaware U.S.A. without reference to its conflict of laws principles. The United Nations Convention on the Sales of Goods is not applicable. 

B.	Public Reference. Vendor will not make public use of Customer's name unless Customer grants its consent to such disclosure in writing.
C.	Modification. This Agreement may not be modified or amended except through a writing signed by duly authorized representatives of each of the parties.

D.	No Waiver. Neither the failure of either party to exercise any right nor the waiver by either party of any breach shall prevent a subsequent exercise of such right or be deemed a waiver of any subsequent breach of the same or any other term of the Agreement. No single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

E.	Sole Remedy/Limitation of Liability. The parties agree that the maximum remedy available under this Agreement, is limited to the total amount stated in the order confirmation and/or delivery note and/or invoice. Under no circumstances and under no legal theory, whether in tort (including negligence), contract, or otherwise, shall Vendor be liable to Customer for any direct, indirect, special, incidental, or consequential damages of any character under this Agreement, including, without limitation, damages for loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses.

F.	Equitable Relief. Each party to this Agreement acknowledges and agrees that a breach by such party of any of its material obligations under this Agreement would cause the other party irreparable harm for which monetary damages would not be an adequate remedy. The parties further agree that, in the event of such a breach, the other party would be entitled to pursue equitable relief, including, where and to the extent permitted under applicable law, a restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction. The party seeking relief would possess the right to do so without the necessity of taking any of the following steps: posting a bond or other security; proving actual damages; or proving that monetary damages are not an adequate remedy. Such remedies are not exclusive and would be available to the party seeking relief in addition to all other remedies that may be available at law, in equity or otherwise.

G.	Exclusive Jurisdiction and Venue. Any cause or action arising out of or related to this Agreement, including any action to confirm or challenge an arbitration award, may solely be instituted in the state or federal courts located in the State of Delaware, in each case located in the city of Wilmington and the County of New Castle. Each of the parties to this Agreement hereby irrevocably submits to the exclusive jurisdiction and venue of such courts in any such suit, action or proceeding.

H.	Written Notice.  All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing and addressed to the parties at the addresses designated by such party from time to time in accordance with this section).  Vendor’s address for notices is set forth below.  All Notices must be delivered: (1) by personal delivery, nationally recognized overnight courier (with all fees pre-paid); or (2) via certified or registered mail (in each case, return receipt requested, postage pre-paid). A Notice shall only be deemed effective: (1) upon receipt and acknowledgment by the receiving Party; and (2) if the Party giving the Notice has complied with the requirements of this Section.

Notice to Vendor:

Attn.: Michael Minch, Controller
Vendor, Inc.
6150 Oak Tree Blvd., Suite 200
Independence, Ohio 44131

I.	Privacy/Data Protection. The Parties acknowledge that, in addition to other data protection legislation that may govern Vendor’s processing of Customer Personal Information, personally identifiable information or Customer Personal Data (as those terms are defined in applicable regulatory frameworks), regulatory schemes such as, though not limited to, the General Data Protection Regulation (“GDPR”), the UK GDPR, the California Consumer Privacy Act (“CCPA”), the California Privacy Rights Act (“CPRA”), the (Australian) Privacy Rights Act 1988, and/or (Canada’s) Personal Information Protection and Electronic Documents Acts (“PIPEDA”), each of which as they may be amended from time to time, may apply to some or all of the Customer Personal Data or Customer Personal Information. Where Customer Personal Data includes the Personal Data of citizens and/or residents of the European Union, European Economic Area, United Kingdom and/or Switzerland, the parties agree that they will enter into the Standard Contractual Clauses, the UK’s International Data Transfer Agreement (or its counterpart Addendum to the SCCs) and/or other applicable transfer mechanisms, prior to transferring such Personal Data outside the territorial boundaries of those regions or countries. Customer Data may include Personal Information and/or Personal Data such as names, contact details, location data, online identifiers (e.g., IP addresses), among other types of Personal Information and/or Personal Data.

J.	Entire Agreement. This Agreement, including any attachments and/or other documents incorporated by reference, constitute the sole and entire agreement of the parties with respect to the subject matter of this Agreement. Such Agreement supersedes all prior and/or contemporaneous understandings, promises, covenants, undertakings, agreements, representations and warranties, whether written or oral, with respect to such subject matter.  In the event of any inconsistency between the statements made in the body of this Agreement and any other documents incorporated herein by reference, the provisions in the body of this Agreement shall govern. The terms of this Agreement will supersede any conflicting portions in any purchase orders, work orders, schedules and/or addenda issued pertaining to the services provided hereunder except where such documents have been reviewed, agreed upon and signed by duly authorized representatives of both parties.

K.	No Election of Remedies. The pursuit by either party of any remedy to which it is entitled at any time shall not be deemed an election of remedies or waiver of the right to pursue any other remedies to which it may be entitled.

L.	Independent Contractors. Nothing in this Agreement shall be deemed or construed by the parties or by any other entity to create any agency, partnership or joint venture between Customer and Vendor.

M.	Severability. Should any provision of this Agreement be held invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect the validity, legality or enforceability of any other term or provision of this Agreement, nor shall it invalidate or render unenforceable such term or provision in any other jurisdiction. Following a determination by any court or tribunal of competent jurisdiction that any term or other provision of this Agreement is invalid, illegal, or unenforceable, the parties shall negotiate in good faith to modify such term or provision so as to achieve their original intent as closely as possible and in order that the transactions contemplated hereunder be consummated as originally contemplated to the greatest extent possible.

N.	Assignment/Transferability. Neither party shall assign any of its rights or delegate any of its obligations under this Agreement, whether in whole or in part and whether voluntarily, involuntarily, by operation of law or otherwise,, without obtaining the prior written consent of the other party; provided, however, that either party shall have the right, upon written notice to the other party, to assign this Agreement to any person or entity that acquires all or substantially all of such party’s business or assets. For the avoidance of doubt, Vendor shall have the right to renegotiate the terms of this Agreement with any assignee entity and/or successor company should the size, scope, type and/or nature of the services provided, or usage of such services, change as a result of such assignment. The foregoing holds true whether the assignment occurs through a merger, acquisition, consolidation, sale or other transaction. Vendor also reserves the right to enter into new agreements with entities that emerge from Customer as a result of partial or full divestitures. For the avoidance of doubt, Vendor’s consent to an assignment shall not constitute a waiver of any claims it may have under this Agreement nor shall Vendor’s consent otherwise amend or modify any of the terms and conditions of the Agreement. Any purported assignment or delegation in violation of this Section will be invalid. No assignment or delegation will relieve the assigning or delegating party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the parties and their respective permitted successors and assigns.

O.	Export Regulation. Customer’s use of Bouncy Castle may be subject to United States or other applicable export control laws, including the United States Export Administration Act and its associated regulations. Customer shall not, either directly or indirectly, export, re-export, or release Bouncy Castle or the underlying software or technology to, or make Bouncy Castle or the underlying software or technology accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making Bouncy Castle or the underlying software or technology available outside the United States.