Customer Agreement | Twingate

Customer Agreement

Version Date: April 22, 2024

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 ("Customer") enter into this Agreement and 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" (or 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" refers to that entity.

1. DEFINITIONS

In this Agreement:

“ Admin Account” means a User Account with administrative rights or permissions.

“ Affiliate” means, in relation to a party, an entity which, directly or indirectly, owns or controls, is owned or is controlled by or is under common ownership or control with that party...

2. SERVICES

2.1. Provision of Services. Twingate will provide the Services to Customer in accordance with this Agreement, including any Order Forms and applicable Service Addenda.

2.2. Software. Twingate grants to Customer a non-exclusive, non-transferable license to install, copy and use the Software solely as necessary to use the Services in accordance with this Agreement and Twingate documentation.

2.3. Software Updates. Twingate may occasionally make Software Updates available to Customer and Twingate recommends that Customer installs them at its earliest convenience.

2.4. Restrictions. Unless otherwise expressly permitted in writing by Twingate, Customer will not (and will not permit a User or third party to):

(a) lease, sell, resell, or use for timesharing or service bureau purposes, the Services;

(b) interfere with, disrupt, alter, or modify any Services...

2.5. User Accounts. Customer may allow Users that Customer designates to access and use the Services, subject to their acceptance of the User Terms and any limitations agreed to by the parties.

2.6. Third Party Services. Customer may be able to integrate the Services with a third party service not provided by Twingate ("Third Party Service"). Third Party Services are not Twingate services...

2.7. Updates to the Services. Customer acknowledges that Twingate may continually update the Services. Twingate may amend a Service Addendum in accordance with Section 14.13 (Updates).

2.8. Suspension of Services. Twingate may temporarily suspend or disable the Services, or restrict Customer’s or any User’s access...

2.9. Unauthorized Use. Customer will promptly notify Twingate if Customer becomes aware of any actual or suspected unauthorized use of or access to the Services.

2.10. Managed Subdomains. Twingate permits Customers to specify a subdomain of a Twingate-managed domain ("Subdomain") to be associated with their Customer account...

2.11. Twingate Policies. Customer will comply with any Twingate policies regarding the Services located at https://www.twingate.com/legal.

3. SUBSCRIPTIONS, FEES & PAYMENT TERMS

3.1. Subscription Term. Services provided to Customer on a subscription basis ("subscriptions") will be provided for the duration specified on the Order Form for that subscription...

3.2. Fees. Customer will pay to Twingate all Fees when due. Payment obligations are non-cancelable and Fees paid are not refundable.

3.3. Payment Terms. Payment terms are typically specified on an Order Form. If not otherwise specified on an Order Form...

3.4. Overdue Payments. All past due payments, except to the extent reasonably disputed, will accrue interest at the highest rate allowed under applicable law.

4. FREE TRIALS, FREE SUBSCRIPTIONS & BETA SERVICES

4.1. Free Trials & Free Subscriptions. If Customer receives a free trial of the Services, Customer may only use those Services for the duration of that trial...

4.2. Beta Services. If Customer chooses to receive Beta Services, Customer agrees to comply with any written requirements...

5. INTELLECTUAL PROPERTY

5.1. Twingate Intellectual Property. As between Customer and Twingate, Twingate retains ownership of the Services, the Twingate Materials...

6. PRIVACY AND SECURITY

6.1. Data Processing Addendum. If the DPA is applicable to Customer, the parties will comply with the DPA.

7. CONFIDENTIALITY

7.1. Definitions. “Confidential Information” means any information disclosed by a party to the other party...

8. TRADE SANCTIONS AND EXPORT CONTROL

8.1. Trade Sanctions. Customer represents that it, and any party that owns or controls it...

9. TERM & TERMINATION

9.1. Term. This Agreement starts on the Effective Date and continues until the earlier of: (a) the date on which all Order Forms...

10. INDEMNIFICATION

10.1. By Twingate. Twingate will defend Customer against any third party claim...

11. REPRESENTATIONS & DISCLAIMERS

11.1. Representation. Each party represents and warrants that it has full power and authority to enter into this Agreement.

12. LIMITATIONS OF LIABILITY

12.1. Liability Exclusions. To the maximum extent permitted by applicable law...

13. JURISDICTION

13.1. Governing Law. This Agreement is governed by the laws of the State of California...

14. MISCELLANEOUS

14.1. Anti-Corruption. Customer agrees that Customer and its Affiliates...

15. U.S. GOVERNMENT CUSTOMERS

If Customer is a U.S. government entity or if this Agreement otherwise becomes subject to the Federal Acquisition Regulations...

16. RESELLERS & MARKETPLACES

16.1. Purchase from Reseller. If Customer has procured the use of any Services through an authorized reseller of Twingate...

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