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CORSHA TERMS AND CONDITIONS

  1. Subscription and License
    1. This Corsha Subscription and License Agreement contains the Terms and Conditions required for use of and access to the Corsha Identity Provider (IdP) for Machines software system through either customer-dedicated, on-premise, Corsha Enterprise implementations (“Corsha Enterprise”) or the Corsha Cloud Software-as-a-Service (SaaS) platform (“Corsha Cloud”), including multi-tenant, shared environments or private cloud instantiations. For applicable subscriptions and/or licenses, Corsha will use commercially reasonable efforts to provide Customer with access to the Corsha SaaS system in accordance with this Agreement and the tier defined in any associated ordering document (contract, purchase order, purchase agreement, Corsha Order Form, etc.).
    2. Grant of Software License. Subject to the terms and conditions of this Agreement, Corsha grants to Customer a non-exclusive license during the Term to:
      1. use the Corsha IdP Software system and SaaS platform solely for the legitimate business purposes of the Customer;
      2. subject to the scope of the license and/or subscription in the ordering documentation, install and use the Corsha IdP Software and SaaS platform only on infrastructure owned or controlled by the Customer, unless otherwise agreed in writing between the Customer and Corsha; and
      3. make a reasonable number of copies of Corsha’s technical and user documentation (the Documentation”) for use solely in connection with the Customer’s use of the Corsha Software or SaaS platform and provided that Customer reproduces all patent, copyright and other proprietary rights notices and other legends of ownership on each such copy, or partial copy, of the Documentation.
    3. Customer Infrastructure. Customer shall be responsible for obtaining and maintaining any equipment, infrastructure, and ancillary network and communications services needed to connect to, install, access, or otherwise use the Corsha Software or SaaS platform, as applicable.
    4. License Restrictions. Customer will not: (i) use, copy, modify or otherwise prepare derivative works of the Corsha IdP Software, SaaS Platform, Documentation, or any portion thereof, except as expressly authorized in this Agreement; (ii) rent, lease, loan, sublicense, sell or otherwise distribute the Corsha Software, SaaS Platform, or Documentation; (iii) except as expressly permitted by any applicable law without the possibility of contractual waiver; (iv) reverse engineer or decompile the Corsha Software, or otherwise attempt to derive or modify the source code of, or any processes, techniques, methods, specifications, protocols, algorithms, interfaces, data structures, or other information embodied or used in, the Corsha IdP Software or SaaS Platform; (v) export, or take any action that would be a “deemed export,” as defined by U.S. export control laws, of any of Corsha’s Software or proprietary information, without the express written consent of Corsha; or (vi) provide or disclose to Corsha in the course of the performance of this Agreement any technology, know-how, or trade secrets that are or could be the intellectual property (“IP”) of the Customer or any third party.
    5. The Parties expressly acknowledge and agree that this Agreement shall not authorize any technology transfer from Customer to Corsha. When providing Corsha with results stemming from any testing, use, or evaluation of the Corsha IdP Software, SaaS Platform, Documentation, or other Corsha proprietary information, Customer shall limit such results to assessments of the performance of the Corsha system and shall not provide any information that could be considered a transfer of Customer IP to Corsha. The Parties expressly agree that any technology or IP that Corsha develops as a result of or flowing from the results provided by Customer pursuant to this Agreement shall be the sole and exclusive intellectual property and proprietary information of Corsha.
  2. Reservation of Rights
    1. Customer will have no rights with respect to the Corsha IdP Software system or SaaS Platform except as expressly set forth herein. All rights relating to the Corsha IdP Software system or SaaS Platform that are not expressly granted hereunder to Customer are reserved and retained by Corsha. Customer acknowledges that, as between Corsha and Customer, Corsha has and will retain all right, title and interest (including, without limitation, all intellectual property rights) in and to the Corsha IdP Software system and SaaS Platform.
  3. Termination
    1. Termination for Breach. Either Party will be entitled to terminate this Agreement in the event the other Party commits a material breach of this Agreement and fails to cure such breach within thirty (30) days of being notified of such breach.
    2. Discontinued Use. Upon any expiration or termination of this Agreement, Customer will immediately (i) discontinue use of the Corsha IdP Software system or SaaS Platform, (ii) either return to Corsha, at Customer’s expense, all tangible copies of the Corsha Software and Documentation, or remove, delete, and otherwise destroy all electronic copies of the Corsha Software and Documentation, and (iii) execute and deliver to Corsha written certification of its compliance with the foregoing.
    3. Effect of Termination. Termination of this Agreement by either Party will not act as a waiver of any breach of this Agreement and will not act as a release of either Party from any liability for breach of such Party’s obligations under this Agreement. Neither Party will be liable to the other Party for damages of any kind solely as a result of terminating this Agreement. Termination of this Agreement by a Party will be without prejudice to any other right or remedy of such Party under this Agreement or applicable law.
    4. Survival. Upon any expiration or termination of this Agreement, the rights and obligations of the Parties will terminate, except that Sections 2, 4.2, 4.3, 4.4, 5.2, and 6-10 will survive such expiration or termination. Customer’s liability and obligation to pay any fees or other amounts that have accrued prior to such expiration or termination will also survive such expiration or termination.
  4. Fees
    1. Total Fees. As full consideration for the applicable Subscription or License, Customer will pay Corsha the associated Fee in the applicable ordering documentation, along with any fees for contracted Additional Support Services from Corsha indicated in the ordering documentation. The Subscription/License Fee and the fee for Additional Support Services together constitute the Total Fees, except in the case of True-Up, as set forth below. Corsha reserves the right to modify its commercial Subscription or License fees, as well as its fees for Additional Support Services, at any time. Such new prices shall not apply for an active Subscription or License during the then-active Period covered in the ordering documentation.
    2. Failure to Pay. Fees that are not paid within the specified time period will be 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.
    3. True-Up. If the monthly usage of the Corsha Software Enterprise license or Corsha Cloud SaaS Platform subscription by the Customer exceeds the current Subscription/License Tier usage parameters in the applicable ordering documentation for the number of Managed Machines (Corsha Authenticators deployed) or the number of Corsha Credential Checks (“Higher Usage”) for two consecutive months, Customer will be subject to the following true-up provisions:
      1. For monthly Subscription/License usage that constitutes Higher Usage, the Customer will automatically move up to the next higher Tier starting at the beginning of the next Subscription/License Period and shall pay the corresponding Fee with that higher Tier.
      2. For annual Subscription/License usage that constitutes Higher Usage, Customer will automatically move up to the next higher Tier starting at the beginning of the next month of the Subscription/License Period and shall remain at that higher Tier for the remainder of the Subscription/License Period. Corsha shall invoice Customer for the difference between the beginning Subscription/License Fee and the Fee for the new higher Tier (“True-Up Fee”). Nothing in this Agreement prohibits multiple true-up events during a Subscription/License Period.
    4. Taxes. If any authority imposes on the Total Fees or any True-Up Fees a duty, tax (including without limitation sales tax), levy, or fee, excluding those based on Corsha’s net income, then as between the Parties, Customer will be responsible for payment of those amounts. All payments made by Customer to Corsha under this Agreement will be made free and clear of any withholding or deduction for taxes. If any such taxes (for example, international withholding taxes) are required to be withheld on any payment, Customer will pay such additional amounts as are necessary so that the net amount received by Corsha is equal to the amount then due and payable under this Agreement. Corsha will provide Customer with such tax forms as are reasonably requested in order to reduce or eliminate the amount of any withholding or deduction for taxes in respect of payments made under this Agreement.
  5. Support Services and Data
    1. Integration. Under the appropriate License and at a mutually agreed upon time following Corsha’s receipt of a request for such services, Corsha will assist the Customer, as necessary, with the integration of the Corsha Enterprise system within Customer-controlled infrastructure and/or on Customer-owned equipment.
    2. Support. During the contracted Subscription/License period, Corsha will provide support services for both Corsha Enterprise and Corsha Cloud SaaS as specified in the ordering documentation.
    3. Data. Notwithstanding anything to the contrary, Corsha shall have the right to collect and analyze data and other information relating to the provision, use and performance of Corsha IdP Software system and SaaS Platform, as well as related services, systems and technologies (“Data”). Further, Corsha shall be free (during and after the term hereof) to use Data (i) to determine True-Up Fees, and (ii) to improve and enhance Corsha IdP Software and Cloud SaaS Platform, and for other development, diagnostic and corrective purposes in connection with Corsha the Corsha product and service offerings. Upon request, Customer shall provide Corsha with monthly reports containing Data. Corsha may disclose Data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
    4. Feedback. Customer may from time to time provide suggestions, comments or other feedback to Corsha, including suggestions for product or service offerings, changes, improvements or new functionality or capabilities (“Feedback”). Feedback is entirely voluntary, and Corsha is not required to treat Feedback as Confidential or Proprietary Information of Customer and will be free to use Feedback and ideas generated from in Corsha’s future product development (including but not limited to improvement of Corsha IdP Software and SaaS Platform, and otherwise without restriction.
  6. Warranties and Disclaimers
    1. Warranties. Corsha warrants that the Corsha IdP Software and SaaS Platform, when used for its intended purpose, in its specified operating environment, and within the parameters specified by Corsha, will perform in material compliance with the Documentation. In the event of a breach of such warranty, Customer’s exclusive remedy, and Corsha’s sole obligation, for any such breach will be, in Corsha’s sole discretion, as follows: (i) Corsha may correct or provide a workaround, provided the error that caused such breach is reproducible; (ii) Corsha may replace any defective Corsha IdP Software or SaaS Platform element; or (iii) Corsha may terminate this Agreement by providing Customer written notice thereof; provided, however, that if Corsha exercises such termination right, Corsha will refund to Customer a pro-rata portion of the Total Fees and any True-Up Fees paid by Customer (with such pro-ration based on the number of days remaining in the applicable /License Period had Corsha not so terminated this Agreement).
    2. Limitations. Notwithstanding the foregoing, the warranty in this Section and Corsha’s obligations set forth above will not apply: (i) to the extent any failure of Corsha Cloud or Corsha Enterprise to comply with such warranty is due to causes that are external to Corsha Cloud or Corsha Enterprise, or otherwise beyond Corsha’s reasonable control, including, without limitation, natural disasters, fire, smoke, water, earthquakes, lightning, prolonged electrical power fluctuations or failures, Customer infrastructure or equipment failures or misconfigurations, or faults with other hardware or software not provided by Corsha; (ii) if Corsha Cloud or Corsha Enterprise has been neglected, misused, or otherwise used in a manner not in compliance with the Documentation or this Agreement; (iii) if the Corsha Software has been improperly installed (other than by Corsha); (iv) if there has been a modification or attempted modification of the Corsha IdP Software or SaaS Platform (other than by Corsha); or (v) if Customer has refused or otherwise failed to implement corrections, updates, enhancements, new releases, or other modifications that Corsha has provided.
    3. Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 6.1 OF THIS AGREEMENT, CORSHA MAKES NO OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO CORSHA CLOUD OR CORSHA ENTERPRISE, ANY OTHER PRODUCTS OR SERVICES PROVIDED BY CORSHA HEREUNDER, OR ANY OTHER ASPECT OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND ANY WARRANTY OR CONDITION OF NON-INFRINGEMENT. CORSHA DOES NOT WARRANT THAT THE OPERATION OF CORSHA CLOUD OR CORSHA ENTERPRISE WILL BE UNINTERRUPTED OR ERROR- FREE. BOTH PARTIES ACKNOWLEDGE THAT THEY HAVE NOT ENTERED INTO THIS AGREEMENT IN RELIANCE UPON ANY WARRANTY OR REPRESENTATION OTHER THAN THOSE SET FORTH ABOVE IN THIS SECTION 6.
  7. Indemnification
    1. Indemnity. Corsha will (i) defend Customer from any claim asserted in a legal proceeding by a third party alleging that the Corsha IdP Software or SaaS Platform infringes upon such third party’s registered U.S. copyrights, misappropriates such third party’s trade secrets recognized as such under the Uniform Trade Secrets Act or infringes such third party’s valid U.S. patent(s) issued, and of which Corsha had actual knowledge, as of the Effective Date (a “Claim”), and (ii) pay any damages finally awarded against Customer for such Claim by a court of competent jurisdiction, or any amount agreed to by Corsha in settlement of such Claim; provided that Customer promptly notifies Corsha of any such Claim in writing, Corsha is given sole and exclusive control over the defense and settlement of such Claim, and Customer provides all information and cooperation requested by Corsha, at Corsha’s expense, in connection with the defense and settlement of such Claim.
    2. Fixes. If any portion of Corsha Cloud or Corsha Enterprise system becomes, or in Corsha’s opinion is likely to become, the subject of a claim of infringement, Corsha may, at its option, (i) procure for Customer the right to continue using Corsha Cloud or Corsha Enterprise, (ii) replace or modify Corsha Cloud or Corsha Enterprise to make it non-infringing or reduce the likelihood of infringement, such that the replacement or modification provides substantially the functionality of Corsha Cloud or Corsha Enterprise that is replaced or modified, or (iii) terminate this Agreement by providing Customer written notice thereof; provided, however, that if Corsha exercises such termination right, Corsha will refund to Customer a pro-rata portion of the Total Fees and any True- Up Fees paid by Customer (with such pro-ration based on the number of days remaining in the applicable Corsha Cloud Subscription or Corsha Enterprise License Period had Corsha not so terminated this Agreement).
    3. Limitations. Notwithstanding any of the foregoing, Corsha will have no obligations under this Section 7 with respect to any Claim to the extent that the alleged infringement is based on: (i) Corsha’s compliance with Customer’s specifications or instructions; (ii) modifications or additions to Corsha Cloud or Corsha Enterprise (other than modifications or additions by Corsha that are included in Corsha Cloud or Corsha Enterprise generally made available by Corsha); (iii) Customer’s continuation of an allegedly infringing activity after being notified thereof; (iv) the combination or use of Corsha Cloud or Corsha Enterprise with hardware, software, data or other materials not provided by Corsha; or (v) use of Corsha Cloud or Corsha Enterprise other than in accordance with this Agreement and the Documentation.
    4. No Other Liabilities. This Section 7 states the entire liability of Corsha with respect to any claims of infringement or misappropriation of intellectual property rights relating to Corsha Cloud or Corsha Enterprise.
  8. Limitations on Liability
    1. Non-Direct Damages. EXCEPT FOR ANY BREACHES OF SECTION 1.4 OR SECTION 7, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR LOST PROFITS OR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER FROM BREACH OF CONTRACT, BREACH OF WARRANTY, OR FROM NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER FORM OF ACTION), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN.
    2. Aggregate Liability. IN NO EVENT WILL CORSHA’S AGGREGATE, CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE SUM OF ALL FEES ACTUALLY PAID TO CORSHA BY CUSTOMER PURSUANT TO THIS AGREEMENT. THIS LIMITATION OF LIABILITY IS CUMULATIVE, WITH ALL PAYMENTS BEING AGGREGATED TO DETERMINE SATISFACTION OF THE LIMIT. THE EXISTENCE OF TWO OR MORE CLAIMS OR SUITS WILL NOT ENLARGE THIS LIMIT.
    3. Acknowledgment. THE PARTIES ACKNOWLEDGE THAT THE FEES SPECIFIED IN THIS AGREEMENT REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT NEITHER PARTY WOULD ENTER INTO THIS AGREEMENT WITHOUT THE FOREGOING LIMITATIONS OF ITS LIABILITY AND THE WARRANTY DISCLAIMERS CONTAINED HEREIN.
  9. Confidentiality
    1. Definition. A Party’s “Confidential Information” or “Proprietary Information” means any information of one Party (the “Disclosing Party”) that is disclosed to the other Party (the “Receiving Party”) either (i) in a writing bearing a “confidential,” “proprietary,” or other similar legend; or (ii) orally, provided that such information is identified as confidential at the time of disclosure. Confidential Information of Customer includes non-public data provided by Customer to Corsha to enable the provision of the Corsha Software and related services. Regardless of whether or not so marked or identified, Customer acknowledges that the Corsha IdP Software, Corsha SaaS Platform, the Documentation, and all technical information pertaining to any of the foregoing is the Confidential Information of Corsha, and Customer agrees to protect against the unauthorized use or disclosure of Confidential Information using the same degree of care, but no less than a reasonable degree of care, that it uses to protect its most valuable confidential and proprietary information. Notwithstanding the foregoing, Confidential Information does not include information that (a) is already known by the Receiving Party at the time of disclosure; (b) becomes, through no act or fault of the Receiving Party, publicly known; (c) is received by the Receiving Party without restriction on the Receiving Party’s disclosure or use, from a third party which itself had no obligation to keep such information confidential; or (d) is independently developed by the Receiving Party without reference to the Confidential Information of the Disclosing Party.
    2. Restrictions. The Receiving Party will hold the Disclosing Party’s Confidential Information in confidence and shall not disclose such Confidential Information to third parties, nor use such Confidential Information, for any purposes other than the purposes of this Agreement. When disclosing the Disclosing Party’s Confidential Information to a third party in a manner permitted by the foregoing sentence, the Receiving Party will ensure that such third party receives such Confidential Information subject to written confidentiality restrictions no less restrictive than those set forth in this Section 9.
    3. Exceptions. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required to be disclosed by a court or governmental agency pursuant to a statute, regulation, or valid order; provided, however, that (a) the Receiving Party first notifies the Disclosing Party and gives the Disclosing Party the opportunity to seek a protective order, or to contest such required disclosure; and (b) the Receiving Party shall continue to treat the Confidential Information disclosed hereunder as Confidential Information for all other purposes.
  10. Miscellaneous
    1. Third-Party Code. Corsha Cloud or Enterprise may include third party software that Corsha, not the third party, licenses to Customer under this Agreement. Notices, if any, required for the third- party code (“Third-Party Notices”) are included for Customer’s information only. Information on how to obtain source code for certain third-party code can also be found in the Third-Party Notices. If in the Third-Party Notices Corsha identifies third party code as “Modifiable Third-Party Code,” Corsha hereby authorizes Customer to (i) modify the Modifiable Third-Party Code and (ii) reverse engineer the Corsha Software modules that directly interface with the Modifiable Third-Party Code provided that it is only for the purpose of debugging Customer’s modifications to such Modifiable Third-Party Code. Corsha’s service and support obligations, if any, apply only to the unmodified Corsha Software.
    2. Governing Law and Jurisdiction. This Agreement will be governed and construed in accordance with the laws of the Commonwealth of Virginia, without giving effect to any choice of laws principles that would require the application of the laws of a different jurisdiction. This Agreement will not be governed by the U.N. Convention on Contracts for the International Sale of Goods. The Parties agree that this Agreement and any performance thereunder shall be subject to any applicable export control laws and restrictions, including any laws governing sanctions imposed by the United States Government (“Export Control Laws”). The Parties agree as a material term of this Agreement to comply with the Export Control Laws.
    3. Independent Contractors. Corsha and Customer will perform their obligations under this Agreement as independent contractors, and nothing contained in this Agreement will be construed to create or imply a joint venture, partnership, principal-agent or employment relationship between the Parties. Neither Party will take any action or permit any action to be taken on its behalf which purports to be done in the name of or on behalf of the other Party, and will have no power or authority to bind the other Party or to assume or create any obligation or responsibility, express or implied, on the other Party’s behalf or in its name, nor will such Party represent to any one that it has such power or authority.
    4. Entire Agreement. This Agreement contains the entire agreement between the Parties with respect to the subject matter hereof and will supersede any and all prior and contemporaneous communications, representations, agreements and/or undertakings, either verbal or written, between the Parties in respect of the said subject matter. To the extent of any conflict or inconsistency between these Terms and the ordering dicumentation, the terms of the ordering documentation shall prevail.
    5. Amendment. Any amendment or other modification of any of the terms and provisions hereof must be in writing and signed by duly authorized representatives of the Parties.
    6. Severability and Limitations of Actions. In the event that any provision of this Agreement or the application thereof to any person or in any circumstances will be determined to be invalid, unlawful, or unenforceable to any extent, the remainder of this Agreement and its application to other persons will not be affected thereby, and the remaining provisions of this Agreement will continue to be valid and may be enforced to the fullest extent permitted by law and the Parties agree in such event to substitute forthwith the invalid, unlawful or unenforceable provision by such effective provision as will most closely correspond with the legal and economic contents of the provision(s) so voided.
    7. Waiver. The waiver by any Party of a breach or default by the other Party of any provision of this Agreement will not be construed as a waiver by such Party of any succeeding breach or default by the other Party in the same or other provision, nor will any delay or omission on the part of either Party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any such right or remedy.
    8. Assignment. Neither Party will assign, delegate or otherwise transfer (whether voluntarily, by operation of law or otherwise) this Agreement, or any of its rights or obligations under this Agreement, without the prior written consent of the other Party; provided, however, that either party may assign this Agreement without the other party’s written consent to any entity with which the party merges or consolidates or to which the party sells all or substantially all of its assets. Any attempted assignment in violation of this Section will be void and without effect. Subject to the foregoing, this Agreement will benefit and bind the parties’ successors and permitted assigns.
    9. Force Majeure. Except with respect to the Parties’ payment obligations, neither Party will be responsible for any delay or failure in performance to the extent that such delay or failure is caused by fires, earthquakes, floods, or other acts of God or severe weather conditions, by war, terrorism or other violence or acts a public enemy, by strikes or other labor disputes, by laws, orders, proclamations, regulations, ordinances, demands, or requirements of any governmental authority, or by any other cause beyond the reasonable control of such Party.
    10. Notices. Any notice or demand under this Agreement must be in writing in English and will be deemed given three (3) business days after it is sent by registered or certified mail, return receipt requested and postage prepaid, one (1) business day after it is sent via reputable nationwide overnight courier service, or upon personal delivery. All notices to Customer shall be sent to the address set forth in the Order Form. All notices to Corsha shall be sent to the address below. Either party may change its address by giving the other party written notice in accordance with this Section 11. Notice may also be sent by fax, with confirmation of receipt, or electronic mail provided that it is also provided in accordance with one other method described above within three (3) business days.

Corsha, Inc.
8618 Westwood Center Drive
Suite 300
Vienna, VA 22182