Root Evidence Terms of Service

THIS IS AN AGREEMENT BETWEEN CUSTOMER OR THE ENTITY THAT CUSTOMER REPRESENTS (HEREINAFTER "CUSTOMER") AND ROOT EVIDENCE, INC. (HEREINAFTER "EVIDENCE") GOVERNING CUSTOMER'S USE OF EVIDENCE SOFTWARE (HEREINAFTER "SERVICE(S)"). PLEASE READ THE FOLLOWING TERMS OF SERVICE (THE "AGREEMENT") CAREFULLY BEFORE USING THE SERVICE.

Acceptance of the Agreement

CUSTOMER must be of legal age to enter into a binding agreement in order to accept the Agreement. CUSTOMER's use of the Services will signify CUSTOMER's agreement to be bound by the Agreement. If CUSTOMER do not agree to the terms and conditions of this Agreement, do not proceed. CUSTOMER can accept the Agreement by checking a checkbox or clicking on a button indicating CUSTOMER's acceptance of the Agreement or by actually using the Services.

Description of the Service

Evidence is a cloud-based cybersecurity platform that helps organizations understand their internet-facing risk in real time. At its core is Evidence Scan, a rapid vulnerability scanner that identifies only the most critical, real-world threats—those known to be actively exploited and tied to financial loss. Supporting this is a suite of background systems that map the internet, discover digital assets, and link them to the correct company. Customers can view and manage their asset inventory. Findings are prioritized using a curated list of vulnerabilities based on real-world breach data or whatever list the user chooses, helping teams focus on what matters most. All of this is delivered through a secure, easy-to-use interface and can also be integrated via API.

CUSTOMER agree not to use the Services for any of the following prohibited purposes or activities:

Evidence reserves the right to suspend or terminate CUSTOMER's access to the Services immediately if CUSTOMER engage in any of the above prohibited activities.

Authorization to Scan

By clicking on the "I am authorized to perform this scan" button, Customer permits EVIDENCE to perform active vulnerability scanning against Customer's systems, devices, applications, and other assets included in Customer's inventory. This includes all scanning activity required for EVIDENCE to identify security issues, confirm exposures, and report results back to you.

CUSTOMER confirm CUSTOMER have the authority to grant this permission and authorizes EVIDENCE to conduct these scans through EVIDENCE's Edge network. CUSTOMER acknowledge that these activities may generate network traffic and system interactions typical of security testing, and accepts that EVIDENCE will limit activity to what is needed to carry out the Services described above.

Member Registration Obligations

CUSTOMER need to sign up for a user account by providing all required information in order to access or use the Services or sign up via provided magic links. If CUSTOMER represent an organization and wish to use the Services for corporate internal use, we recommend that you, and all other users from CUSTOMER's organization, sign up for user accounts by providing CUSTOMER's corporate contact information. In particular, we recommend that CUSTOMER use CUSTOMER's corporate email address.

Access to the Services is limited to the following authorized users: (a) You, as the registered account holder; (b) Other individuals authorized by CUSTOMER and explicitly granted access credentials by the account holder; and (c) Employees, contractors, or representatives of CUSTOMER's organization with a legitimate business need to access the Services on behalf of CUSTOMER's organization.

CUSTOMER agree to: (i) provide true, accurate, current and complete information about yourself as prompted by the sign up process; (ii) maintain and promptly update the information provided during sign up to keep it true, accurate, current, and complete; (iii) ensure that all authorized users comply with this Agreement; and (iv) disable access to users once they are no longer employed by or contracted by the company. If CUSTOMER provide any information that is untrue, inaccurate, outdated, or incomplete, or if EVIDENCE has reasonable grounds to suspect that such information is untrue, inaccurate, outdated, or incomplete, EVIDENCE may terminate CUSTOMER's user account and refuse current or future use of any or all of the Services.

Beta Service

We may offer certain Services as closed or open beta services ("Beta Service" or "Beta Services") for the purpose of testing and evaluation. The Beta Services may contain bugs, errors and other problems and CUSTOMER agree and acknowledge that EVIDENCE makes no representation or warranty of any kind with respect to the Beta Services. CUSTOMER agree that we have the sole authority and discretion to determine the period of time for testing and evaluation of Beta Services. We will be the sole judge of the success of such testing and the decision, if any, to offer the Beta Services as commercial services. CUSTOMER will be under no obligation to acquire a subscription to use any paid Service as a result of CUSTOMER's subscription to any Beta Services. We reserve the right to fully or partially discontinue, at any time and from time to time, temporarily or permanently, any of the Beta Services with or without notice to you. CUSTOMER agree that EVIDENCE will not be liable to CUSTOMER or to any third party for any harm related to, arising out of, or caused by the modification, suspension or discontinuance of any of the Beta Services for any reason.

Free Trial

If CUSTOMER register for a free trial of one or more Services, EVIDENCE will make the applicable Services available to CUSTOMER on a trial basis free of charge until the earlier of (i) the end of the free trial period of the applicable Services (unless terminated earlier by you), (ii) the start date of the paid subscription period for the applicable Services, or (iii) termination by EVIDENCE in its sole discretion. Any data that CUSTOMER enter into the Services, and any customizations made to the Services during the free trial will be permanently lost unless CUSTOMER (i) purchase the corresponding paid subscription plan for the account, (ii) purchase applicable Service upgrades, or (iii) export such data before the end of the trial period. Notwithstanding anything contained in this Section, Services are offered as-is during the free trial, without any warranty, covenant, support or liability whatsoever, to the extent permitted by law.

Modification of Terms

We may modify this Agreement upon notice to CUSTOMER at any time. CUSTOMER will be provided notice of any such modification by electronic mail or by publishing the changes on the website. CUSTOMER may terminate CUSTOMER's use of the Services if the Agreement is modified in a manner that substantially affects CUSTOMER's rights in connection with use of the Services. CUSTOMER's continued use of the Services after notice of any change to the terms of the Agreement will be deemed to be CUSTOMER's agreement to the amended terms.

Personal Information and Privacy

Personal information CUSTOMER provide to EVIDENCE through the Services is governed by the Privacy Policy for EVIDENCE Services. CUSTOMER's election to use the Services indicates CUSTOMER's acceptance of the terms of the Privacy Policy. CUSTOMER are responsible for maintaining confidentiality of CUSTOMER's username, password and other sensitive information. CUSTOMER are responsible for all activities that occur in CUSTOMER's user account and CUSTOMER agree to inform us immediately of any unauthorized use of CUSTOMER's user account by clicking here. We are not responsible for any loss or damage to CUSTOMER or to any third party incurred as a result of any unauthorized access and/or use of CUSTOMER's user account, or otherwise.

Communications from EVIDENCE

The Service may include certain communications from EVIDENCE, such as service announcements, administrative messages and newsletters. CUSTOMER understand that these communications shall be considered part of using the Services. As part of our policy to provide CUSTOMER total privacy, we also provide CUSTOMER the option of opting out from receiving newsletters from us. However, CUSTOMER will not be able to opt-out from receiving service announcements and administrative messages.

Customer Interactions

If CUSTOMER use the Services for providing services to CUSTOMER's customers, CUSTOMER are entirely responsible for all interactions with them. EVIDENCE will not interact with CUSTOMER's customers directly. CUSTOMER are solely responsible for providing the services requested by CUSTOMER's customers and for providing all necessary technical assistance to them. CUSTOMER agree to enter into a suitable agreement with CUSTOMER's customers clearly specifying the scope of services offered by CUSTOMER and to communicate to them that EVIDENCE will not be responsible to them for any service offered by CUSTOMER using the Services. CUSTOMER also agree to indemnify and hold EVIDENCE harmless against any claim by CUSTOMER's customers relating to any service offered by CUSTOMER using the Services.

Fees and Payments

Paid Subscriptions are available under subscription plans of various durations. CUSTOMER's subscription will be automatically renewed at the end of each subscription period unless CUSTOMER inform us that CUSTOMER do not wish to renew the subscription. At the time of automatic renewal, the subscription fee will be charged to the Credit Card last used by you. If CUSTOMER would like the payment for the renewal to be made through a different Credit Card or if CUSTOMER do not wish to renew the subscription, CUSTOMER agree to inform us at least seven days prior to the renewal date. If CUSTOMER do not inform us, CUSTOMER will be presumed to have authorized EVIDENCE to charge the subscription fee to the Credit Card last used by you.

CUSTOMER will not have the option of requesting refund of any payment made by you. EVIDENCE reserves the right to change the subscription fee and to charge for use of Services that are currently available free of charge. CUSTOMER will not be charged for using any Service unless CUSTOMER have opted for a paid subscription plan. Information on the subscription options and charges for paid Services will be made available in the applicable pricing page of the Services.

In the event any tax such as GST, VAT, sales tax or the like is chargeable by EVIDENCE in accordance with any local, state, provincial or foreign laws with respect to CUSTOMER's subscription to our Services ("Taxes"), EVIDENCE will invoice CUSTOMER for such Taxes. CUSTOMER agree to pay EVIDENCE such Taxes in addition to the subscription fees. EVIDENCE shall provide CUSTOMER with an invoice in the format prescribed by the applicable local, state, provincial or foreign laws to help CUSTOMER avail the applicable input tax credit for the Taxes so paid.

Usage Restrictions

EVIDENCE may prescribe usage limits based on the subscription plan chosen by you. CUSTOMER must make sure that CUSTOMER's usage is within the prescribed usage limit in order to avail uninterrupted service. CUSTOMER understand that EVIDENCE may restrict an activity if CUSTOMER reach the usage limit corresponding to such activity.

EVIDENCE reserves the right to suspend or restrict CUSTOMER's access to the Services, in whole or in part, immediately and without notice, if: (a) CUSTOMER violate any provision of this Agreement; (b) CUSTOMER engage in any conduct that EVIDENCE reasonably believes is illegal, fraudulent, or harmful; (c) CUSTOMER breach any security policies or attempt unauthorized access to the Services or systems; (d) CUSTOMER's account is found to contain false, inaccurate, outdated, or incomplete information; (e) CUSTOMER engage in any activity that disrupts or negatively impacts the Services or other users; or (f) EVIDENCE is required to do so by law or legal process.

In addition to all other terms and conditions of this Agreement, CUSTOMER shall not: (i) transfer or otherwise make the Services available to any third party; (ii) use the links to third party sites without agreeing to their website terms & conditions; (iii) post links to third party sites or use their logo, company name, etc. without their prior written permission; (iv) use the Services for spamming and other illegal purposes; (v) allow user licenses to be shared or used by more than one individual, other than by way of reassigning the user license to a new user; (vi) attempt to disassemble, reverse engineer or decompile the Services; (vii) attempt to gain unauthorized access to the Services or its related systems or network; (viii) use the Services to send or store material containing software viruses, worms or other harmful computer codes, files, scripts or programs; (ix) use the Services in any manner that interferes with or disrupts the integrity, security or performance of the Services; (x) host, display, upload, modify, publish, transmit, store, update or share any information that belongs to another person or entity and to which CUSTOMER do not have any right; (xi) use the Services for transmitting false or misleading information; (xii) violate any applicable local, state, national or international law; (xiii) use the Services for any form of competitive or benchmarking purposes; or (xiv) remove or obscure any proprietary or other notices contained in the Services.

Spamming and Illegal Activities

CUSTOMER agree to be solely responsible for the contents of CUSTOMER's transmissions through the Services. CUSTOMER agree not to use the Services for illegal purposes or for the transmission of material that is unlawful, defamatory, harassing, libelous, invasive of another's privacy, abusive, threatening, harmful, vulgar, pornographic, obscene, or is otherwise objectionable, offends religious sentiments, promotes racism, contains viruses, or that which infringes or may infringe intellectual property or other rights of another. CUSTOMER agree not to use the Services for the transmission of "junk mail", "spam", "chain letters" or for the purpose of unsolicited mass distribution of email or phishing. We reserve the right to terminate CUSTOMER's access to the Services if there are reasonable grounds to believe that CUSTOMER have used the Services for any illegal or unauthorized activity.

Inactive User Account Policy

We reserve the right to terminate unpaid user accounts that are inactive for a continuous period of 120 days. In the event of such termination, all data associated with such user account will be deleted. We will provide CUSTOMER prior notice of such termination and backup of CUSTOMER's data by email. The data deletion policy may be implemented with respect to any or all of the Services. Each Service will be considered an independent and separate service for the purpose of calculating the period of inactivity. In other words, activity in one of the Services is not sufficient to keep CUSTOMER's user account in another Service active. In case of accounts with more than one user, if at least one of the users is active, the account will not be considered inactive.

Data Ownership

We respect CUSTOMER's right to ownership of CUSTOMER's user account data. CUSTOMER own the content created or stored by you. Unless specifically permitted by you, CUSTOMER's use of the Services does not grant EVIDENCE the license to use, reproduce, adapt, modify, publish or distribute the content created by CUSTOMER or stored in CUSTOMER's user account for EVIDENCE's commercial, marketing or any similar purpose. But CUSTOMER grant EVIDENCE permission to access, copy, distribute, store, transmit, reformat, publicly display and publicly perform the content of CUSTOMER's user account solely as required for the purpose of providing the Services to you. We reserve the right to use the data in an effort to improve data quality.

Trademark

EVIDENCE, EVIDENCE logo, the names of individual Services and their logos are trademarks of Root Evidence, Inc. CUSTOMER agree not to display or use, in any manner, the EVIDENCE trademarks, without EVIDENCE's prior permission.

Disclaimer of Warranties

CUSTOMER EXPRESSLY UNDERSTAND AND AGREE THAT CUSTOMER'S USE OF THE SERVICES IS AT CUSTOMER'S SOLE RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. EVIDENCE DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

EVIDENCE MAKES NO WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, TIMELY, OR SECURE, OR THAT RESULTS OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE. ANY MATERIAL OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS ACCESSED AT CUSTOMER'S OWN DISCRETION AND RISK, AND CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO CUSTOMER'S SYSTEM OR LOSS OF DATA THAT RESULTS.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM EVIDENCE OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CUSTOMER AGREE THAT EVIDENCE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITY, DATA, OR GOODWILL, WHETHER INCURRED DIRECTLY OR INDIRECTLY, ARISING FROM CUSTOMER'S USE OF (OR INABILITY TO USE) THE SERVICES — EVEN IF EVIDENCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL EVIDENCE'S TOTAL CUMULATIVE LIABILITY TO CUSTOMER FOR ALL CLAIMS RELATING TO THE SERVICES EXCEED THE GREATER OF (i) THE AMOUNT CUSTOMER PAID TO EVIDENCE FOR THE SERVICES IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM, OR (ii) ONE THOUSAND DOLLARS ($1,000).

THIS LIMITATION OF LIABILITY FORMS AN ESSENTIAL BASIS OF THE AGREEMENT BETWEEN CUSTOMER AND EVIDENCE.

Indemnification

CUSTOMER's Indemnity: CUSTOMER agree to indemnify, defend, and hold harmless Evidence, its officers, directors, employees, affiliates, and service providers from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorney's fees) arising out of or related to: (a) CUSTOMER's violation of this Agreement; (b) CUSTOMER's use of the Services in violation of applicable law or the rights of any third party; or (c) any content, data, or assets submitted or scanned without appropriate authorization.

Evidence Indemnity: Evidence agrees to indemnify and defend you, CUSTOMER's officers, directors, employees, and affiliates from and against any claims, damages, fines, or expenses (including reasonable attorney's fees) arising from allegations that the Services, as provided by Evidence, infringe any valid U.S. patent, copyright, or trade secret of a third party — provided that: (i) CUSTOMER promptly notify Evidence in writing of the claim, (ii) CUSTOMER cooperate with Evidence in the defense and settlement process, and (iii) Evidence has sole control over the defense and any related settlement.

This indemnity shall not apply to claims arising from (a) use of the Services in combination with other products or services not provided by Evidence, (b) modifications made by anyone other than Evidence, or (c) CUSTOMER's use of the Services after being notified to stop due to an infringement claim.

Suspension and Termination of User Account

We may suspend CUSTOMER's user account or temporarily disable access to whole or part of any Service in the event of any suspected illegal activity, extended periods of inactivity or requests by law enforcement or other government agencies. Objections to suspension or disabling of user accounts should be made here within thirty days of being notified about the suspension. We may terminate a suspended or disabled user account after thirty days. We will also terminate CUSTOMER's user account on CUSTOMER's request.

In addition, we reserve the right to terminate CUSTOMER's user account and deny the Services upon reasonable belief that CUSTOMER have violated the Terms and to terminate CUSTOMER's access to any Beta Service in case of unexpected technical issues or discontinuation of the Beta Service. Similarly, CUSTOMER have the right to terminate CUSTOMER's user account if EVIDENCE breaches its obligations under these Terms and in such event, CUSTOMER will be refunded the subscription fee for the unused portion of the subscription period. Termination of user account will include denial of access to all Services, deletion of information in CUSTOMER's user account such as CUSTOMER's e-mail address and password and deletion of all data in CUSTOMER's user account.

Governing Law and Jurisdiction

The governing law and jurisdiction that will apply in case of any dispute or lawsuit arising out of or in connection with this Agreement, will depend on CUSTOMER's billing address if CUSTOMER are a paid customer and CUSTOMER's state or country of domicile in all other cases. Accordingly, each party agrees to the governing law (without regard to choice or conflicts of law rules) and to the exclusive jurisdiction of the courts in the state of Delaware in case of any dispute or lawsuit arising out of or in connection with this Agreement.

End of Terms of Service

If CUSTOMER have any questions or concerns regarding this agreement, please contact us.