Vanta Terms of Service
Please read these Terms of Service (the “Agreement”) carefully before using the Services (defined below) offered by Vanta Inc., a Delaware corporation with a place of business at 369 Hayes St, San Francisco, CA 94102 (“Vanta”). By mutually executing one or more order forms with Vanta or a Reseller (as defined below) that reference this Agreement (“Order Form”) or by using the Services without executing an Order Form, you (“Customer”, “you” and “your”) agree to be bound by this Agreement. If you don’t agree to this Agreement, do not use the Services. In addition, any online Order Form which you submit via Vanta’s standard online process and which is accepted by Vanta shall be deemed to be mutually executed and incorporated herein by reference. All applicable Order Forms and this Agreement shall together be referred to as this “Agreement.” If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to this Agreement. In that case, “you”, “your”, and “Customer” will additionally refer to that company or other legal entity.
ARBITRATION NOTICE: UNLESS YOU OPT OUT OF ARBITRATION WITHIN 30 DAYS OF THE DATE YOU FIRST AGREE TO THESE TERMS BY FOLLOWING THE OPT-OUT PROCEDURE SPECIFIED IN THE “ARBITRATION CLAUSE & CLASS ACTION WAIVER” SECTION BELOW, THESE TERMS WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION SOLELY ON AN INDIVIDUAL BASIS, AND NOT AS PART OF A CLASS, REPRESENTATIVE OR CONSOLIDATED ACTION.
Section 1. Services.
- Services. The “Services” mean the Vanta products and services that are ordered by Customer from Vanta (or a reseller or managed services provider authorized by Vanta (collectively, “Resellers”)), including the Trial Services that are made available to Customer. Subject to the terms and conditions of this Agreement, Vanta will make the Services available to Customer during the Term. If Customer is accessing or using the Services on a free, unpaid, trial, beta, testing or similar basis (“Trial Services”), the section of this Agreement entitled “Free Trial Services” will govern such access and certain of Vanta’s obligations under this Agreement will not apply, as further described below.
- Third Party Integrations. Customer acknowledges and agrees that (a) the Services may operate on, with or using application programming interfaces (APIs) and/or other services operated or provided by third parties (e.g., other vendors of Customer or Company) (“Third Party Integrations”), (b) the availability and operation of the Services or certain portions thereof may be dependent on Vanta’s ability to access such Third Party Integrations, and (c) Customer’s failure to provide adequate access or any retraction of permissions relating to such Third Party Integrations may result in a suspension or interruption of the Services. Vanta cannot and does not guarantee that the Services shall incorporate (or continue to incorporate) any particular Third Party Integrations and does not make any representations or warranties with respect to Third Party Integrations. Customer is solely responsible for procuring any and all rights necessary for it to access Third Party Integrations (including any Customer Information or other information relating thereto) and for complying with any applicable terms or conditions thereof. Any exchange of data or other interaction between Customer and a third party provider is solely between Customer and such third party provider and is governed by such third party’s terms and conditions.
- Authorized Users. Customer may designate and provide access to the Services to employees, agents, or authorized contractors (each an “Authorized User”). Customer is responsible for all use and misuse of the Services by Authorized Users and for adherence to all terms of this Agreement by any Authorized Users, and references to Customer herein will be deemed to apply to Authorized Users as necessary and applicable. Customer agrees to promptly notify Vanta of any unauthorized access or use of the Services of which Customer becomes aware. Authorized Users are strictly prohibited from sharing their accounts or account passwords and their doing so is a material breach of this Agreement by Customer.
Section 2. Fees and Payment.
2.1. Pricing. Certain Services are offered under different pricing plans. Your rights and obligations with respect to such Services will be based in part on the pricing plan you choose. All fees are stated and solely payable in U.S. Dollars (unless otherwise stated during the payment process), non-cancelable, non-refundable (except as otherwise expressly set forth in this Agreement), and not subject to setoff.
2.2. Payment Terms.
2.2.1. Subscriptions. If you purchase the Services directly from Vanta pursuant to an Order Form (each such purchase, a “Subscription”), you expressly authorize us to charge you through our third-party payment processor to charge you for such Services. The processing of payments will be subject to such third-party payment processor’s terms, conditions and privacy policies. You acknowledge and agree that Vanta has no liability with respect to a third party payment processor’s errors, acts or omissions.
2.2.2. Purchases via Reseller or MSP. If you purchase the Services via an authorized Reseller, you acknowledge and agree that you are required to make any payments directly to such Reseller. You further acknowledge and agree that Vanta will not be responsible for (a) the obligations of any Reseller to you under any separate agreement between you and such Reseller, (b) the acts or omissions of any Reseller or (c) any third-party products or services furnished to you by any Reseller.
2.2.3. You represent and warrant that you have the legal right to use all payment methods that you provide to us.
2.3 In the event that you fail to pay the full amount owed for the Services to us or a Reseller, as applicable, we may limit or suspend your access to the Services, in addition to any other rights or remedies we may have.
2.4 Free Trial Services. If Customer is granted access to Trial Services, Vanta will make the applicable Trial Services available to Customer pursuant to this Agreement once Customer registers and is approved for such Trial Services until the earlier of: (a) the end of the Trial Services period communicated to Customer; (b) the start date of any Subscription; or (c) termination by Vanta in its sole discretion (such period, the “Trial Services Period”).
ANY CUSTOMER INFORMATION (DEFINED BELOW) THAT CUSTOMER PROVIDES OR MAKES AVAILABLE TO VANTA DURING THE PROVISION OF TRIAL SERVICES MAY BE PERMANENTLY DELETED AT THE END OF THE TRIAL SERVICES PERIOD, AT VANTA’S DISCRETION, UNLESS CUSTOMER PURCHASES A SUBSCRIPTION FOR THE SAME SERVICES AS THOSE COVERED BY THE TRIAL SERVICES OR EXPORTS SUCH CUSTOMER INFORMATION BEFORE THE END OF THE TRIAL SERVICES PERIOD. TRIAL SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND VANTA SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE TRIAL SERVICES UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE VANTA’S LIABILITY WITH RESPECT TO THE TRIAL SERVICES SHALL NOT EXCEED $100.00. CUSTOMER SHALL BE FULLY LIABLE UNDER THIS AGREEMENT TO VANTA AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF CUSTOMER’S USE OF THE TRIAL SERVICES, ANY BREACH BY CUSTOMER OF THESE TERMS AND ANY OF CUSTOMER’S INDEMNIFICATION OBLIGATIONS HEREUNDER.
Section 3. Term and Termination.
3.1. Term and Renewal. This Agreement will remain in effect through the term of the Subscription (or, in the case of Trial Services, for the Trial Services Period). Where applicable, the term of a Subscription ordered under an Order Form will renew as specified in the Order Form, unless otherwise terminated in accordance with this Section. If the Order Form does not otherwise specify, the initial Subscription term will be one (1) year (“Initial Term”) and will automatically renew for successive one (1) year periods thereafter (each, a “Renewal Term”, and collectively with the Initial Term, the “Services Term”) unless either party provides the other party with written notice of termination at least thirty (30) days prior to the end of the then-current term.
3.2. Termination for Cause. You and Vanta may terminate this Agreement or a Subscription for cause (a) upon written notice to the other party of a material breach if such breach remains uncured after ten (10) days from the date of the breaching party’s receipt of such notice; or (b) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. Vanta may terminate this Agreement or suspend or limit Customer’s access to or use of Services if (i) Customer violates this Agreement or the Prohibited Uses clause below, which will be considered material breaches of this Agreement, (ii) Customer’s account is more than five (5) days past due, or (iii) Customer’s use of the Services results in (or is reasonably likely to result in) damage to or material degradation of the Service.
3.3. Effect of Termination and Survival. Upon termination or expiration of a Subscription or this Agreement (a) with respect to termination of the Agreement, all Subscriptions and the licenses granted hereunder will immediately terminate, (b) Customer will have no further right to use the Services under the terminated or cancelled Subscriptions and Vanta will remove Customer’s access to same, and (c) unless otherwise specified in writing, Customer will not be entitled to any refund of fees paid. The following Sections will survive termination: Section 2 (Fees and Payment), Section 3.3 (Effect of Termination and Survival), Sections 4.1, 4.2 and 4.4 (Ownership, Feedback, and Customer Information), Section 5 (Confidentiality), Section 7.3 and 7.4 (Customer Warranties and Disclaimers), Section 8 (Indemnification), Section 9 (Limitation of Liability), and Section 10 (Miscellaneous). Termination of this Agreement will not limit a party’s liability for obligations accrued as of or prior to such termination or for any breach of this Agreement.
Section 4. Ownership, License, and Use of the Services.
4.1. Ownership. Each party will retain all rights, title and interest in and to any of its patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights (“Intellectual Property Rights”). Vanta will retain Intellectual Property Rights in the Services and all documentation and components of, or used to, provide the Services or created by the Services or by Vanta in the course of providing the Services (the “Services Information”). Customer will retain Intellectual Property Rights in all information it provides to Vanta as part of this Agreement (other than Feedback and Aggregated Anonymous Data as described below), including but not limited to in the course of its use of the Services (the “Customer Information”).
4.2. Feedback. Customer may, under this Agreement, provide suggestions, enhancement requests, recommendations about the Services, or other feedback to Vanta (the “Feedback”). Customer hereby assigns and agrees to assign to Vanta all right, title and interest in and to any Feedback. Vanta also reserves the right to seek intellectual property protection for any features, functionality or components that may be based on or that were initiated by such Feedback.
4.3. Vanta License. Subject to Customer’s compliance with this Agreement, Vanta hereby grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to and license to access and use the Services during the Services Term (or Trial Services Period, where applicable) for the internal business purposes of Customer and in accordance with any documentation provided by Vanta.
4.4. Customer Information. Customer hereby grants Vanta a non-exclusive right and license to use Customer Information to provide the Services to Customer. Notwithstanding anything to the contrary in this Agreement, Customer acknowledges and agrees that Vanta may (i) internally use, copy and modify (but not disclose) Customer Information for the purposes of (a) providing the Services to Customer, (b) generating Aggregated Anonymous Data (as defined below), and (ii) freely use, retain and make available Aggregated Anonymous Data for the purpose of improving, testing, and operating Vanta’s products and services. “Aggregated Anonymous Data” means data submitted to, collected by, or generated by Vanta in connection with Customer’s use of the Service, but only in aggregate, anonymized form which can in no way be linked specifically to Customer.
4.5. Prohibited Uses. Customer and Authorized Users will not: (a) “frame,” distribute, resell, or permit access to the Services by any third party other than as allowed by the features and functionality of the Services; (b) use the Services in violation of applicable laws or in a manner that violates any third party Intellectual Property Rights or contractual or other proprietary rights; (c) interfere with, disrupt, or gain unauthorized access to the Services; (d) successfully or otherwise, attempt to: decompile, disassemble, reverse engineer, discover the underlying source code or structure of, or copy the Services; (e) provide Vanta any Customer Information or Feedback that is unlawful, defamatory, harassing, discriminatory, or infringing of third party Intellectual Property Rights; (f) transfer to the Services or otherwise use on the Services any code, exploit, or undisclosed feature that is designed to delete, disable, deactivate, interfere with or otherwise harm or provide unauthorized access to the Services; (g) use any robot, spider, data scraping, or extraction tool or similar mechanism with respect to the Services; (h) provide access to the Services to an individual associated with a Vanta Competitor (defined below); (i) extract information from the Services in furtherance of competing with Vanta; (j) encumber, sublicense, transfer, rent, lease, time-share or use the Services in any service bureau arrangement or otherwise for the benefit of any third party; (k) copy, distribute, manufacture, adapt, create derivative works of, translate, localize, port or otherwise modify any aspect of the Services; (l) introduce into the Services any software containing a virus, worm, “back door,” Trojan horse or similarly harmful code; (m) use the Services for the benefit of a third party; (n) remove or otherwise alter any proprietary notices or labels from the Services or any portion thereof; (o) use the Services to build an application or product that is competitive with the Services; (p) bypass any measures Vanta may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Service); or (q) permit any third party to engage in any of the foregoing proscribed acts (each of (a) through (q), a “Prohibited Use” and, collectively, the “Prohibited Uses”). A “Vanta Competitor” is any entity that provides the same or similar goods and services to those provided by Vanta, as would be determined by a reasonable individual. Customer will promptly notify Vanta of any violations of the above prohibited uses by an Authorized User or a third party and require such Authorized User or third party to immediately cease any such use. Vanta reserves the right to suspend Customer and/or Authorized User’s access to the Services in the event Vanta suspects Customer or an Authorized User is in breach of this Section.
Section 5. Confidentiality. As used herein, the “Confidential Information” of a party (the “Disclosing Party”) means all financial, technical, or business information of the Disclosing Party that the Disclosing Party designates as confidential at the time of disclosure to the other party (the “Receiving Party”) or that the Receiving Party reasonably should understand to be confidential based on the nature of the information or the circumstances surrounding its disclosure. Services and Customer Information are Confidential Information under this Agreement. Except as expressly permitted in this Agreement, the Receiving Party shall treat as confidential all Confidential Information of the Disclosing Party and will not disclose, duplicate, publish, transfer or otherwise make available Confidential Information of the Disclosing Party in any form to any person or entity without the Disclosing Party’s prior written consent. The Receiving Party will not use the Disclosing Party’s Confidential Information except to perform its obligations under this Agreement, such obligations including, in the case of Vanta, to provide the Services. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to the extent required by law, provided that the Receiving Party: (a) gives the Disclosing Party prior written notice of such disclosure so as to afford the Disclosing Party a reasonable opportunity to appear, object, and obtain a protective order or other appropriate relief regarding such disclosure (if such notice is not prohibited by applicable law); (b) uses diligent efforts to limit disclosure and to obtain confidential treatment or a protective order; and (c) allows the Disclosing Party to participate in the proceeding. Further, Confidential Information does not include any information that: (i) was rightfully known to the Receiving Party without restriction before receipt from the Disclosing Party, (ii) is rightfully disclosed to the Receiving Party without restriction by a third party, (iii) is or becomes generally known to the public without violation of these Agreement by the Receiving Party, or (iv) is independently developed by the Receiving Party or its employees without access to or reliance on such information..
Section 6. Privacy and Security Practices. Vanta operates the Services in accordance with (a) the privacy policy available at https://vanta.com/privacy (the “Privacy Policy”) and (b) the administrative, physical and technical safeguards set forth at https://www.vanta.com/security (the “Security Statement”).
Section 7. Representations, Warranties, and Disclaimers.
7.1. Authority. Each Party represents that it has validly entered into this Agreement and has the legal power to do so.
7.2. Vanta Warranties. Vanta warrants that during an applicable Services Term the Services will perform materially in accordance with any applicable documentation provided to Customer. This warranty does not apply to any Trial Services and shall not extend to non-conformance with the documentation resulting from Customer’s use of the Services in violation of this Agreement or not in accordance with such documentation. For any breach of a warranty in this section, Vanta will, as Customer’s sole and exclusive remedy, either replace or repair the Services with a solution that materially conforms to the documentation.
7.3 Customer Warranties. Customer, not Vanta, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Information. Customer represents and warrants that it has all rights necessary to provide the Customer Information to Vanta as contemplated hereunder, in each case without any infringement, violation or misappropriation of any third party rights (including, without limitation, Intellectual Property Rights and rights of privacy). Customer hereby represents and warrants that it has all rights, licenses, permissions and consents necessary to connect, use and access any Third Party Integrations that it integrates with the Services.
7.4. Disclaimers. EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND VANTA EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT VANTA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, ACCURATE, OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, AND NO INFORMATION OR ADVICE OBTAINED BY CUSTOMER FROM VANTA OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. THE PARTIES ADDITIONALLY AGREE THAT VANTA WILL HAVE NO LIABILITY OR RESPONSIBILITY FOR CUSTOMER’S COMPLIANCE PROGRAMS, AND THAT THE SERVICES, TO THE EXTENT APPLICABLE, ARE ONLY TOOLS FOR ASSISTING CUSTOMER IN MEETING THE VARIOUS COMPLIANCE OBLIGATIONS FOR WHICH IT SOLELY IS RESPONSIBLE.
Section 8. Indemnification.
8.1. Indemnification by Vanta. Vanta will indemnify and hold Customer harmless from any third party claim alleging that the Services infringe or misappropriate a third party’s valid U.S. patent. Vanta will, at its expense, defend such claim and pay any settlement of such claim agreed to by Vanta or damages finally awarded to such third party in connection therewith , provided that (a) Customer promptly notifies Vanta of the threat or notice of such claim; (b) Vanta will have the sole and exclusive control and authority to select defense attorneys, and defend and/or settle any such claim (however, Vanta will not settle or compromise any claim that results in liability or admission of any liability by Customer without prior written consent); and (c) Customer fully cooperates with Vanta in connection therewith. If use of a Service by Customer has become, or, in Vanta’s opinion, is likely to become, the subject of any such claim, Vanta may, at its option and expense, (i) procure for Customer the right to continue using the Service(s) as set forth hereunder; (ii) replace or modify a Service to make it non-infringing; or (iii) if options (i) or (ii) are not commercially reasonable or practicable as determined by Vanta, terminate the Subscription and repay, on a pro-rata basis, any Fees previously paid to Vanta for the corresponding unused portion of the Term for such Subscription. Vanta will have no liability or obligation under this Section with respect to any claim if such claim is caused in whole or in part by (u) compliance with designs, data, instructions or specifications provided by Customer; (v) modification of the Services by anyone other than Vanta; (x) the combination, operation or use of the Services with other hardware or software where the Services would not otherwise be infringing); (y) Customer’s continuation of allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement; or (z) Customer’s use of the Service in a manner not strictly in accordance herewith. The provisions of this Section state the sole, exclusive, and entire liability of Vanta to Customer and constitute Customer’s sole remedy with respect to an infringement claim brought by reason of access to or use of a Service by Customer or Authorized Users. Notwithstanding anything to the contrary herein, Vanta shall have no obligation under this Section 8.1 with respect to Trial Services.
8.2. Indemnification by Customer. Customer will defend, indemnify and hold Vanta harmless against any third party claim arising out of (a) any breach of this Agreement; or (b) an allegation that Customer Information or use of the Services infringes, violates or misappropriates a third party’s Intellectual Property Rights or violates any applicable law or (c) Customer’s use of any Third Party Integrations in connection with or through the Services; and pay any settlement of such claim agreed to by Customer or damages finally awarded to such third party in connection therewith.
SECTION 9. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR CUSTOMER’S BREACH OF SECTION 4.5, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILL EITHER PARTY TO THESE TERMS, OR THEIR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, SUPPLIERS OR LICENSORS BE LIABLE TO THE OTHER PARTY OR ANY AFFILIATE FOR ANY LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA (BEING DATA LOST IN THE COURSE OF TRANSMISSION VIA CUSTOMER’S SYSTEMS OR OVER THE INTERNET THROUGH NO FAULT OF VANTA), BUSINESS INTERRUPTION, LOSS OF GOODWILL, COSTS OF COVER OR REPLACEMENT, OR FOR ANY TYPE OF INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGES, OR ANY OTHER INDIRECT LOSS OR DAMAGES INCURRED BY THE OTHER PARTY OR ANY AFFILIATE IN CONNECTION WITH THESE TERMS OR THE SERVICES REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, VANTA’S AGGREGATE LIABILITY ARISING OUT OF THIS TERMS OR THE SERVICES WILL IN NO EVENT EXCEED THE FEES PAID BY CUSTOMER DIRECTLY TO VANTA FOR THE APPLICABLE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY CUSTOMER ACKNOWLEDGES AND AGREES THAT THE ESSENTIAL PURPOSE OF THIS SECTION IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY GIVEN THE FEES, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF VANTA WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. VANTA HAS RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO PROVIDE CUSTOMER WITH THE RIGHTS TO ACCESS AND USE THE SERVICES PROVIDED FOR IN THESE TERMS. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
Section 10. Miscellaneous.
10.1. Entire Agreement. This Agreement, if applicable, constitute the entire agreement, and supersedes all prior agreements, between Vanta and Customer regarding the subject matter hereof and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between Customer and Vanta with respect thereto.
10.2. Assignment. Vanta may assign all of its rights and obligations hereunder with notice to Customer and without consent. This Agreement shall not be assignable by Customer, whether by operation of law or otherwise, without the consent of Vanta. Subject to the foregoing restrictions, this Agreement will be fully binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.
10.3. Severability. If any provision in this Agreement is held by a court of competent jurisdiction to be unenforceable, such provision will be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in effect.
10.4. Relationship of the Parties. The parties are independent contractors. These Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.
10.5. Notices. All notices provided by Vanta to Customer under this Agreement may be delivered in writing (a) by nationally recognized overnight delivery service (“Courier”) or U.S. mail to the contact mailing address provided by Customer on the Order Form; or (b) electronic mail to the electronic mail address provided for Customer’s account owner. Customer must give notice to Vanta in writing by Courier or U.S. mail to 369 Hayes St, San Francisco, CA 94102 Attn: Legal Department and by email to legal@vanta.com. All notices shall be deemed to have been given immediately upon delivery by electronic mail; or, if otherwise delivered upon the earlier of receipt or two (2) business days after being deposited in the mail or with a Courier as permitted above.
10.6. ARBITRATION CLAUSE & CLASS ACTION WAIVER – IMPORTANT – PLEASE REVIEW AS THIS AFFECTS YOUR LEGAL RIGHTS. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard for its conflict of law rules. CUSTOMER AGREES THAT any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration (to be held in English) in accordance with the Comprehensive Arbitration Rules and Procedures of JAMS, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof, provided however, that each party will have a right to seek injunctive or other equitable relief in a court of law from any court of competent jurisdiction. DISCOVERY AND RIGHTS TO APPEAL IN ARBITRATION ARE GENERALLY MORE LIMITED THAN IN A LAWSUIT, AND OTHER RIGHTS THAT THE PARTIES WOULD HAVE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION. Customer may bring claims only on Customer’s own behalf. Customer will not participate in a class action or class-wide arbitration for any claims covered by these Agreement. BY AGREEING TO THESE TERMS, CUSTOMER IS GIVING UP AND HEREBY WAIVING CUSTOMER’S RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM CUSTOMER HAS OR MAY HAVE AGAINST VANTA INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. You have the right to opt out of the foregoing class action waiver and arbitration obligation by sending Vanta written notice of your decision to opt out to the following address: 369 Hayes St, San Francisco, CA 94102 Attn: Legal Department postmarked within thirty (30) days of first accepting these Agreement. You must include (a) your name and residence address, (b) the email address and/or telephone number associated with your account, and (c) a clear statement that you want to opt out of these Agreement’ arbitration agreement.
Customer also agrees not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person's use of the Services if Vanta is a party to the proceeding. The prevailing party will be entitled to receive from the non-prevailing party all costs, damages and expenses, including reasonable attorneys’ fees, incurred by the prevailing party in connection with that action or proceeding, whether or not the controversy is reduced to judgment or award. The prevailing party will be that party who may be fairly said by the arbitrator(s) to have prevailed on the major disputed issues. Customer hereby consents to the arbitration in San Francisco, California. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with this Agreement. Customer agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with the use of the Vanta Services or this Agreement must be filed within one (1) year after such claim of action arose or be forever banned.
10.7. Export Compliance. The Services and other software or components of the Services that Vanta may provide or make available to Customer are subject to U.S. export control and economic sanctions laws as administered and enforced by the Office of Foreign Assets and Control of the United States Department of Treasury. Customer will not access or use the Services if Customer or any Authorized Users are located in any jurisdiction in which the provision of the Services, software, or other components is prohibited under U.S. or other applicable laws or regulations (a “Prohibited Jurisdiction”) and Customer will not provide access to the Services to any government, entity, or individual located in any Prohibited Jurisdiction. Customer represents and warrants that (a) it is not named on any U.S. government list of persons or entities prohibited from receiving U.S. exports, or transacting with any U.S. person; (b) it is not a national of, or a company registered in, any Prohibited Jurisdiction; (c) it will not permit any individuals under its control to access or use the Services in violation of any U.S. or other applicable export embargoes, prohibitions or restrictions; and (d) it will comply with all applicable laws regarding the transmission of technical data exported from the United States and the countries in which it and Authorized Users are located.
10.8. Anti-Corruption. Customer represents and agrees that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Vanta’s employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If Customer learns of any violation of the above restriction, Customer will use reasonable efforts to promptly give notice to Vanta.
10.9. Publicity and Marketing. Vanta may use Customer’s name, logo, and trademarks to identify Customer as a client of Vanta on Vanta’s website and other marketing materials.
10.10. Force Majeure. Except for payment obligations, neither party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond such party’s reasonable control, including, without limitation, the elements; fire; flood; severe weather; earthquake; vandalism; accidents; sabotage; power failure; denial of service attacks or similar attacks; Internet failure; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or public disturbances; strikes lock-outs or labor disruptions; any laws, orders, rules, regulations, acts or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts.
10.11. Amendments. Vanta may amend this Agreement from time to time, in which case the new Agreement will supersede prior versions. Vanta will use commercially reasonable efforts to notify Customer thirty days prior to the effective date of any such amendment that may materially impact Customer’s use of the Services and Customer’s continued use of the Services following the effective date of any such amendment may be relied upon by Vanta as consent to any such amendment.
10.12. Waiver. Vanta’s failure to enforce at any time any provision of this Agreement does not constitute a waiver of that provision or of any other provision of this Agreement.
