This PurpleRain TechSafe Terms of Service (“Agreement”) is entered into by and between PurpleRain TechSafe (“PurpleRain TechSafe” or “we”) and the entity or person placing an order for or accessing the Services (“Customer”). This Agreement consists of the terms and conditions set forth below and any Order Form. The “Effective Date” of this Agreement is the date which is the earlier of (a) Customer’s initial access to the Services through any online provisioning, registration, or order process or (b) the Effective Date of the first Order Form. This Agreement will govern Customer’s initial purchase on the Effective Date as well as any future purchases made by Customer that reference this Agreement. PurpleRain TechSafe may modify this Agreement from time to time as permitted in Section 13.4 (Amendment).

Capitalized terms shall have the meanings set forth in Section 1, or in the section where they are first used.

1. Definitions

1.1 “Authorized Devices” means those mobile, desktop, or other devices with which the Services can be accessed and used.
1.2 “Content” means code, content, graphics, designs, documents, or materials created using the Services by Customer and its Users or imported into the Services by Customer and its Users.
1.3 “Documentation” means the technical materials made available by PurpleRain TechSafe to Customer and/or its Users in hard copy or electronic form describing the use and operation of the Services.
1.4 “Services” PurpleRain TechSafe’s proprietary cybersecurity products and services, along with downloadable desktop and mobile apps. Each Order Form will identify details of Customer’s Services subscription.
1.5 “Order Form” means a document signed by both Parties identifying the Services to be made available by PurpleRain TechSafe pursuant to this Agreement.
1.6 “Packages” or “Components” means add-on modules made available within the Services. Packages and Components may be created by PurpleRain TechSafe, Customer, or other third parties. Packages and Components created by PurpleRain TechSafe are supported as part of the Services. PurpleRain TechSafe will use reasonable efforts to support Customer’s use of Packages and Components created by third parties but disclaims all warranties as to such Packages and Components.
1.7 “User” means an employee, contractor, or other individual associated with Customer who has been provisioned by Customer with access to the Services.
1.8 “Services” means PurpleRain TechSafe’s cybersecurity solutions, including risk assessments, threat mitigation, security monitoring, and downloadable desktop and mobile apps. Each Order Form will identify details of Customer’s subscription to the Services.

2. License and Use Rights

2.1 Services: PurpleRain TechSafe hereby grants Customer a non-exclusive, non-transferable license during the Term (as defined in Section 12) to:
(a) use the Services and to download and install desktop or mobile applications as applicable on the number and type of Authorized Devices solely for Customer’s internal business purposes in accordance with the Documentation, and/or
(b) use our cybersecurity tools, threat detection systems, and build a secure infrastructure under the PurpleRain TechSafe domain. The Services are delivered electronically.

2.2 Provisioning the Services: PurpleRain TechSafe will provide to Customer the necessary passwords, security protocols, policies, network links, or connections (“Access Protocols”) to allow Customer and its Users to access the Services as described herein; no other access to the website or servers from which the Services are delivered is permitted. Customer will provision its Users to access and use the features and functions of the Services through the Access Protocols. Customer may select one or more Users to act as administrators and control, manage, and use the Services on Customer’s behalf. Customer shall be responsible for all acts and omissions of its Users.

3. Customer Responsibilities

3.1 Compliance: Customer agrees to use the Services in compliance with all applicable laws, regulations, and industry standards for cybersecurity and data protection.
3.2 Responsibility for Users: Customer shall ensure that all Users comply with the terms and conditions of this Agreement and shall be responsible for all actions and omissions of its Users.

4. Ownership

4.1 Customer Content: Customer retains ownership of all rights, title, and interest in and to the Content that is created using the Services. PurpleRain TechSafe does not claim any ownership rights to Customer’s Content.
4.2 PurpleRain TechSafe Property: PurpleRain TechSafe retains all rights, title, and interest in and to the Services, Documentation, and any other materials provided by PurpleRain TechSafe, including all intellectual property rights. No rights are granted to Customer except as explicitly stated in this Agreement.

5. Fees and Payment

5.1 Fees: Customer agrees to pay PurpleRain TechSafe the fees specified in the Order Form, which may include fees for services, licenses, and additional packages.
5.2 Payment Terms: Payments are due within the time frame specified in the Order Form. Late payments may incur additional charges as specified in the Order Form.

6. Confidentiality

6.1 Confidential Information: Both parties agree to maintain the confidentiality of any proprietary information disclosed during the term of this Agreement. This includes, but is not limited to, business plans, technical data, and financial information.
6.2 Exceptions: Confidentiality obligations do not apply to information that is publicly known, disclosed by a third party, or legally required to be disclosed.

7. Termination

7.1 Termination for Convenience: Either party may terminate this Agreement upon written notice to the other party.
7.2 Termination for Cause: Either party may terminate this Agreement for cause if the other party breaches any material provision and fails to cure such breach within thirty (30) days after receipt of written notice.

8. Limitation of Liability

8.1 Limitation: Neither party shall be liable for any indirect, incidental, special, or consequential damages, including loss of profits or data, arising out of this Agreement.
8.2 Maximum Liability: PurpleRain TechSafe's liability for any claims arising from this Agreement shall not exceed the total amount paid by Customer for the Services in the six (6) months preceding the claim.

9. Indemnity

9.1 Customer Indemnity: Customer agrees to indemnify, defend, and hold harmless PurpleRain TechSafe from any third-party claims arising out of Customer's use of the Services.
9.2 PurpleRain TechSafe Indemnity: PurpleRain TechSafe agrees to indemnify, defend, and hold harmless Customer from any third-party claims arising out of the breach of PurpleRain TechSafe’s intellectual property rights.

10. Force Majeure

Neither party shall be liable for failure to perform or delay in performance due to circumstances beyond its reasonable control, including but not limited to natural disasters, acts of government, or technical failures.

11. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which PurpleRain TechSafe is incorporated, without regard to its conflict of law principles.

12. Term and Renewal

12.1 Term: This Agreement shall commence on the Effective Date and continue until terminated as provided in Section 7.
12.2 Renewal: This Agreement may automatically renew for successive terms unless either party provides written notice of non-renewal at least thirty (30) days before the end of the current term.

13. Miscellaneous

13.1 Amendment: PurpleRain TechSafe may modify this Agreement from time to time by providing notice to Customer. Continued use of the Services after such modifications constitutes acceptance of the new terms.
13.2 Entire Agreement: This Agreement, together with the Order Form, constitutes the entire understanding between the parties with respect to the subject matter hereof.

Effective Date: [January 01, 2025]