Terms & Conditions

Effective Date: January 1, 2024

BY CLICKING A BOX INDICATING ACCEPTANCE OR AGREEMENT, OR BY ACCESSING OR USING AN OFFERING, THE MANAGED SERVICE PROVIDER (“Paloma Technologies” or "Paloma Security") AGREES TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. AN INDIVIDUAL ACCEPTING THE TERMS AND CONDITIONS OF THIS AGREEMENT IS ACCEPTING ON BEHALF OF THE Paloma AND REPRESENTS THAT S/HE HAS THE AUTHORITY TO BIND THE Paloma TO THIS AGREEMENT. IF YOU DO NOT AGREE WITH ANY OF THE TERMS OR CONDITIONS OF THIS AGREEMENT, YOU WILL NOT HAVE THE STATUS OF A Paloma Paloma AND YOU ARE NOT AUTHORIZED TO ACCESS OR USE, OR PERMIT BENEFICIARIES TO ACCESS OR USE, THE OFFERINGS.

DEFINITIONS

‘Affiliate’ means, with respect to each party, an entity that controls, is controlled by, or is under common control with such party. For the purposes of this definition, “control” means the beneficial ownership of more than fifty percent (50%) of the voting power or equity in an entity.

‘Beneficiary’ means an end user customer with whom Paloma has entered into a Beneficiary Agreement (i) for whose benefit the Paloma is acquiring or licensing an Offering so Paloma may provide Paloma Services, or (ii) where the Paloma Services include an Offering and Paloma is requesting that Paloma and its Affiliates provide the Offering directly to the Beneficiary as the ultimate recipient of the Offering.

‘Beneficiary Agreement’ means a written agreement between Paloma and a Beneficiary for Paloma Services, including the Offerings, which contains terms and conditions at least as protective of Paloma as the terms and conditions in the Paloma End User Terms.

‘Beta Offering’ means any Offering (or portion of an Offering) that Paloma identifies as beta, pre-release, early access, or preview, and that is not made generally available for use.

‘Confidential Information’ means any non-public, confidential, or proprietary information of the disclosing party that is clearly marked confidential or reasonably should be assumed to be confidential given the nature of the information and the circumstances of disclosure.

‘Credentials’ means a system to restrict access, including usernames and passwords.

‘Documentation’ means the online help content, user manuals, formal documentation, or similar materials (whether electronic or printed) pertaining to the implementation, operation, access, and use of the Offerings published by Paloma, as may be revised by Paloma from time to time.

‘Hardware’ means the hardware appliance, together with any related components (including but not limited to power supply modules, disk drives in carriers, ship kits and rack mount kits).

‘Licensed Products’ means the software programs which are issued to Paloma (including Paloma and software programs which are installed on the Hardware, but excluding Service Software), together with the Documentation and any Upgrades and Updates to those software programs.

‘Maintenance’ means collectively (i) Upgrades and/or Updates (where applicable to the Offering), (ii) SMS message processing (where applicable to the Offering), and (iii) Enhanced Partner Support.

‘Paloma Content’ means all software, data (including personal data as described in Clause 12.7), or non-Paloma or third-party applications; any other content, communications, or material, in any format; and any system, network, or infrastructure provided or made accessible by Paloma, a Beneficiary, or a User to Paloma in connection with a Beneficiary’s or Paloma’s access and use of the Offerings.

‘Paloma Services’ means Paloma’s technology, consulting, integration, managed, hosted, and other service offerings which include the Offerings and are provided by Paloma to a Beneficiary for the Beneficiary’s internal information security purposes.

‘Paloma Trademark’ means any trade marks and service marks for which registrations have been filed, and registrations obtained in some cases, with the appropriate official industrial property registry, trade names, logos, emblems, trade dress, and other insignias of origin, and other commercial symbols, which Paloma now or hereafter uses or authorizes others to use to identify goods and services offered by Paloma, including Paloma Services.

‘Offerings’ means the Products and Services.

‘Partner Portal’ means the website for Paloma partners or such other URL as Paloma may advise from time to time.

‘Price List’ means the then-current, Paloma-recommended price list for Offerings applicable to Paloma’s Territory and which is available via the Partner Portal or otherwise upon request.

‘Products’ means the Licensed Products and Hardware.

‘Sanctions and Export Control Laws’ means any law, regulation, statute, prohibition, or similar measure applicable to the Offerings and/or to either party relating to the adoption, application, implementation and enforcement of economic sanctions, export controls, trade embargoes or any other restrictive measures, including, but not limited to, those administered and enforced by the European Union, the United Kingdom, and the United States, each of which shall be considered applicable to the Offerings.

‘Schedule’ means the order confirmation or license certificate issued by Paloma, or other equivalent documentation, that details the applicable access and usage rights and entitlement, including the type, quantity, and duration of the Offerings licensed or acquired by Paloma via advance subscriptions./p>

‘Services’ means Paloma’s managed service offerings and cloud service offerings as defined in the Paloma services agreement available upon request, including those made available as a Beta Offering or Trial Offering, that Paloma is authorized to access, use, and make available under the terms of this Agreement, including any applicable support and Maintenance services, and associated Service Software and Documentation.

‘Service Description’ means Paloma’s description of a managed service’s features, including any additional Service-specific terms and requirements, available upon request.

‘Service Software’ means any software agent, application, or tool made available by Paloma for use in connection with a Service, including any Updates and Upgrades.

‘Paloma’ means Paloma Limited, a company registered in Florida, USA, with its registered office in Lake Mary, FL.

‘Paloma End User Terms’ means the Paloma end user license agreement, services agreement, or other terms of access and use applicable to each Offering that accompanies the Offering, or is otherwise delivered to Paloma.

‘Paloma Materials’ means (i) all Paloma proprietary materials, any written or printed summaries, analyses or reports generated in connection with an Offering, including written reports that are created in the course of Paloma providing an Offering; and (ii) data generated by Paloma in the course of providing an Offering, including, but not limited to, detections, threat data, indicators of compromise and any contextual data (but excluding Paloma Content).

‘Paloma Trademark’ means any trade marks and service marks for which registrations have been filed, and registrations obtained in some cases, with the appropriate official industrial property registry, trade names, logos, emblems, trade dress, and other insignias of origin, and other commercial symbols, which Paloma now or hereafter uses or authorizes others to use to identify the Offerings.

‘Territory’ means the geographic area in which Paloma may provide Paloma Services to Beneficiaries. If Paloma has its registered/principal office in the European Economic Area or Switzerland, then ‘Territory’ shall mean the European Economic Area and Switzerland; or if Paloma has its registered/principal office elsewhere, then ‘Territory’ shall mean the country in which Paloma’s registered/principal office is located or such other country that Paloma may notify to Paloma from time to time.

‘Update’ means an update to the library of rules and/or identities and/or other updates to the detection data, Products, or Service Software made available to Paloma by Paloma in its sole discretion from time to time, but excluding Upgrades and any updates marketed, licensed, or made available by Paloma for a separate fee.

‘Upgrade’ means any enhancement or improvement to the functionality or feature of the Products or Service Software made available to Paloma by Paloma in its sole discretion from time to time, but excluding any upgrades marketed, licensed, or made available by Paloma for a separate fee.

‘Usage Data’ means any diagnostic and usage-related information from the use, performance, and operation of the Offerings, including, but not limited to, type of browser, Offering features, and systems that are used and/or accessed, and system and Offering performance-related data.

‘User’ means an employee, contractor, or other similar personnel who benefits from the Offerings used by or made available to Paloma, Beneficiaries, and/or their Affiliates.

INTELLECTUAL PROPERTY RIGHTS AND OWNERSHIP

Paloma Ownership; Use of Paloma Materials. Paloma retains all right, title, and interest, including all intellectual property rights, in and to the Offerings and Paloma Materials, including all improvements, enhancements, modifications, derivative works, logos, and Paloma Trademarks. Paloma reserves all rights in and to the Offerings and Paloma Materials that are not expressly granted under this Agreement. Except as expressly stated in this Agreement, no license or right is granted directly or by implication, inducement, estoppel, or otherwise. During the Agreement term, Paloma grants to Paloma a limited, non-exclusive license to access and use Paloma Materials solely for Paloma to receive the Services and provide Paloma Services to Beneficiaries.

Paloma Ownership; Use of Paloma Content. Except as expressly provided otherwise in this Agreement, as between Paloma and Paloma, Paloma retains all right, title, and interest in and to Paloma Content and Paloma Trademarks. Paloma grants to Paloma a non-exclusive, worldwide, royalty-free license to access and use the Paloma Content to exercise its rights and perform its obligations (including to provide the Offerings) under this Agreement.

CONFIDENTIALITY AND DATA PROTECTION

Each party acknowledges that it and its Affiliates (“Receiving Party”) may have access to Confidential Information of the other party and its Affiliates (“Disclosing Party”) in connection with this Agreement. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own Confidential Information of like kind (but not less than reasonable care). The Receiving Party agrees to (i) not use any Confidential Information for any purpose other than to perform its obligations and exercise its rights under this Agreement, and (ii) restrict dissemination of Confidential Information only to individuals or third parties with a “need to know” such information and who are under a substantially similar duty of confidentiality. A Receiving Party may disclose the Disclosing Party’s Confidential Information in any legal proceeding or as required as a matter of applicable law or regulation (such as in response to a subpoena, warrant, court order, governmental request, or other legal process); provided, however, that to the extent permitted by applicable law, the Receiving Party will (1) promptly notify the Disclosing Party before disclosing the Disclosing Party’s Confidential Information; (2) reasonably cooperate with and assist the Disclosing Party, at the Disclosing Party’s expense, in any efforts by the Disclosing Party to contest the disclosure; and (3) disclose only that portion of the Disclosing Party’s Confidential Information that is legally required to be disclosed. Notwithstanding the foregoing, a Disclosing Party’s Confidential Information will not include information that: (a) is or becomes a part of the public domain through no act or omission of the Receiving Party; (b) was in the Receiving Party’s lawful possession prior to the disclosure by the Disclosing Party and had not been obtained by the Receiving Party either directly or indirectly from the Disclosing Party; (c) is lawfully disclosed to the Receiving Party by a third party without restriction on the disclosure; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

Paloma reserves the right to disclose details of this Agreement to third parties for publicity and promotional purposes, and Paloma expressly gives Paloma permission to include and publish Paloma’s name and logo on lists of Paloma’s partners.

Paloma acknowledges and agrees that Paloma may contact Beneficiaries if: (i) this Agreement has been terminated; (ii) Paloma has not received the fees for such Beneficiary’s use of the Offerings; or (iii) Paloma requests Paloma to provide Offerings directly to Beneficiaries. Paloma may, in its discretion, decide to continue to support Beneficiaries (either directly or via a third party) and allow them to use Offerings where Paloma has been unable to do so for reasons of insolvency or otherwise.

Paloma agrees that Paloma may send promotional emails to Paloma to provide information about other goods and services in which Paloma may be interested. Paloma may notify Paloma that it wishes to withdraw its permission for such promotional emails at any time by sending an email to unsubscribe@palomats.com.

Usage Data and Threat Intelligence Data. Paloma may collect, access, use, process, transmit, or store Usage Data for: (a) product improvement; (b) research and development purposes; (c) performing its obligations under this Agreement and verifying Paloma’s compliance with this Agreement; (d) issuing alerts and notices to Paloma about incidents and product lifecycle changes; and (e) deriving statistical data using information that is aggregated, anonymized, de-identified, or otherwise rendered not reasonably associated or linked to an identifiable individual or to Paloma, Beneficiaries, or Users. Paloma retains all intellectual property rights in such statistical data. Paloma may share threat intelligence data (including from Paloma Content, if it is anonymized, de-identified, or otherwise rendered not reasonably associated or linked to an identifiable individual, or to Paloma, Beneficiaries, or Users) with selected reputable members of the IT industry for the purposes of promoting awareness of security risks, and anti-spam and security threat research.

Paloma requires, and the Paloma agrees to provide, complete and accurate identification information and (where applicable) payment information for the purposes of: (i) providing technical support, (ii) billing, (iii) verifying Credentials, (iv) issuing license expiry and renewal notices, (v) carrying out compliance checks to ensure compliance with Sanctions and Export Control Laws, and (vi) providing account management.

The Data Processing Addendum (“DPA”) is incorporated by reference into this Agreement if the provision of any Offerings by Paloma to Paloma hereunder constitutes any "processing" by Paloma of any "personal data", but only to the extent such processing falls within the scope of "Applicable Data Protection Laws" (each term as defined in the DPA). In the event of any conflict between the terms of the DPA and this Agreement, the terms of the DPA will take precedence.

Paloma acknowledges and agrees that it may be necessary under applicable law for Paloma to inform and/or obtain consent from Beneficiaries before it intercepts, accesses, monitors, logs, stores, transfers, exports, blocks access to, and/or deletes their communications. Paloma is solely responsible for compliance with such laws.

Paloma warrants that it has obtained all necessary consents (if any) and provided all necessary notifications to share relevant data and information with Paloma for the purposes described in this Clause 12.

Each party shall take appropriate technical and organizational measures against unauthorized or unlawful processing of personal data or its accidental loss, destruction or damage.

Paloma agrees to indemnify, defend, and hold Paloma harmless from and against any and all losses, claims, damages, costs, charges, expenses, liabilities, demands, proceedings, and actions that arise in relation to Paloma’s failure to comply with this Clause.