Customer Agreement (September 2020)
This is an archived version of the Customer Agreement which is no longer in effect. View the current version of the Customer Agreement.
Version Date: September 3, 2020
This Customer Agreement (“Agreement”) governs your access to, and use of, any Twingate-branded products and services provided to you by Twingate (“Services”). The “Effective Date” of this Agreement is the earlier of the date you enter into this Agreement or the date you first access the Services.
You may enter into this Agreement in a variety of ways, including by executing this Agreement separately, executing an Order Form that indicates your acceptance of this Agreement, or clicking an “I accept” button (or any similar button) that indicates your acceptance of this Agreement.
If you are entering into this Agreement on behalf of an entity, you must have the necessary authority to enter into this Agreement on behalf of that entity before proceeding. In such a case, you represent that you are authorized to bind that entity to this Agreement and subsequent references to “Customer,” “you,” and “your” refer to that entity.
1. DEFINITIONS
In this Agreement:
“Admin Account” means a User Account with administrative rights or permissions.
“Affiliate” means any means an entity which, directly or indirectly, owns or controls, is owned or is controlled by or is under common ownership or control with a party, where “control” means the power to direct the management or affairs of an entity, and “ownership” means the beneficial ownership of 50% (or, if the applicable jurisdiction does not allow majority ownership, the maximum amount permitted under such law) or more of the voting equity securities or other equivalent voting interests of the entity.
“API” means application programming interface.
“Applicable Data Protection Laws” means all worldwide data protection and privacy laws and regulations applicable to the processing of any personal information or data contained in the Customer Data.
“Beta Service” means a Service, or a feature of a Service, that is designated or presented to you as alpha, beta, experimental, pilot, limited release, developer preview, non-production, evaluation, provided prior to general commercial release, or similar.
“CCPA” means the California Consumer Privacy Act of 2018.
“Customer”, “you”, and “your” each refer to the individual or entity entering into this Agreement and receiving the Services.
“Customer Data” means data that you or your Users transmit to the Services.
“DPA” means the Data Processing Addendum located at https://www.twingate.com/legal/dpa/.
“Fees” means all amounts payable by you for Services under an applicable Order Form.
“Intellectual Property Rights” means all worldwide intellectual property rights available under applicable law, including rights with respect to patents, copyrights, trademarks, trade dress, moral rights, trade secrets, know-how, and databases.
“Order Form” means any order form (including an online order or purchase), statement of work, or similar document you enter into with Twingate that is issued under and made subject to the terms of this Agreement.
“Personal Data” has the meaning given to such term (or a substantively equivalent term such as personal information or personally identifiable information) under the Applicable Data Protection Laws.
“Sanctions and Export Control Laws” means any law, regulation, statute, prohibition, or wider measure applicable to a party’s products, services, or to a party, relating to the adoption, application, implementation and enforcement of economic sanctions, export controls, trade embargoes, or similar restrictive measures.
“Software Updates” means updates, upgrades, bug fixes, patches, and other error corrections to the Software.
“Twingate,” “we,” “our”, and “us” each refer to Twingate Inc., a Delaware corporation.
“Twingate Mark” means a Twingate trademark, service mark, logo, or other mark or trade dress.
“Twingate Materials” means visual interfaces, graphics, design, compilation, information, data, computer code (including source code and object code), products, software, services, and all other elements of the Services.
“Twingate Policies” means any Twingate policies regarding the Services (excluding any privacy policies and privacy notices) and located at https://www.twingate.com/legal/.
“USD” means United States dollars.
“User” means an employee, contractor, or agent of you or your Affiliate that you authorize to use the Services in a manner permitted by this Agreement.
“User Account” means an account assigned to a User that can be used to access the Services.
“User Terms” means the User Terms of Service located at https://www.twingate.com/terms/user/.
2. SERVICES
2.1. Provision of Services. Twingate will provide the Services to you in accordance with this Agreement, including any Order Forms.
2.2. Software. Twingate may provide certain software to you as part of the Services (“Software”). Twingate hereby grants to you a revocable, non-exclusive, non-transferable (except pursuant to Section 15.2 (Assignment)), and non-sublicensable license to install, copy and use the Software solely as necessary to use the Services and in accordance with the Agreement and all other Twingate documentation. Your license to the Software will end upon the termination of your right to use the applicable Services. Some Software may contain open source or third party software which may have additional or different terms regarding such Software’s use.
2.3. Restrictions. Unless otherwise expressly permitted in writing by Twingate, you will not (and will not allow a User or other third party to):
(a) lease, sell, resell or use for timesharing or service bureau purposes, the Services;
(b)