Terms of Service | Guardimesh

These Terms of Service (the “Agreement”) constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“Customer,” “you,” or “your”) and Illya LLC (“Company,” “we,” “us,” or “our”), concerning your access to and use of the Guardimesh software, client agents, and web console.

By registering for an account, deploying our Client Software, or accessing the Hosted Services, you agree that you have read, understood, and agree to be bound by all of these Terms of Service. If you do not agree, you must not deploy our Client Software and must discontinue use of the Hosted Services immediately.

1. Definitions

“Affiliate” means any entity controlling, controlled by, or under common control with a party, where “control” means ownership of more than fifty percent (50%) of the voting interests of such entity.

“Client Software” means the software agent, container image, or forwarder provided by the Company that the Customer deploys within their own infrastructure (e.g., Kubernetes or OpenShift clusters) to collect and transmit Customer Data to the Hosted Services.

“Confidential Information” means all non-public information disclosed by a party to the other party, whether orally or in writing, that is designated as “confidential” or that, given the nature of the information or circumstances surrounding its disclosure, should reasonably be understood to be confidential. Confidential Information does not include information that: (a) is or becomes generally known to the public without breach of any obligation owed to the disclosing party; (b) was known to the receiving party prior to disclosure; (c) is received from a third party without breach of any obligation owed to the disclosing party; or (d) was independently developed by the receiving party without use of the disclosing party’s Confidential Information.

“Customer Data” means the logs, metrics, scan results, telemetry, or other data generated by the Customer’s infrastructure and transmitted to the Hosted Services via the Client Software, as well as any data you upload or input into the Hosted Services.

“Documentation” means the online user guides, help materials, and technical documentation published by the Company on its website or accessible through the Services, as may be updated from time to time.

“Hosted Services” means the cloud-based web console, APIs, and data storage infrastructure operated by the Company to receive, index, search, and visualize Customer Data.

“Intellectual Property Rights” means all worldwide intellectual property rights (whether registered or unregistered), including copyrights, trademarks, trade secrets, patents, and patent applications.

“Order” means any ordering document, online subscription page, or quote accepted by you that references the Services, pricing, capacity limits, and other applicable terms.

“Services” collectively refers to both the Client Software and the Hosted Services.

“Term” means the duration of your subscription or license to the Services as specified in the applicable Order or, if no duration is specified, the period during which your account remains active.

“Third-Party Provider” means your authorized consultants, contractors, or agents who access the Services on your behalf.

2. License and Access Rights

2.1 Hosted Services Access

Subject to your compliance with this Agreement and payment of applicable fees, the Company grants you a limited, non-exclusive, non-transferable, and revocable right to access and use the Hosted Services during the Term for your internal business operations.

2.2 Client Software License

The Company grants you a limited, non-exclusive, non-transferable right to download, deploy, and execute the Client Software solely within your authorized Kubernetes or OpenShift environments, strictly for the purpose of transmitting Customer Data to your authorized Hosted Services account.

2.3 Restrictions

You shall not:

Copy, modify, or create derivative works of the Services, except as expressly permitted in writing;
Reverse engineer, decompile, disassemble, or attempt to extract the source code of the Client Software or Hosted Services;
Resell, sublicense, lease, time-share, or offer the Services to third parties as a service bureau, managed service, or outsourced offering;
Use the Services for competitive analysis, benchmarking, or to build a product or service that competes with any of the Company’s offerings;
Attempt to disable, circumvent, or interfere with any security, access control, or telemetry mechanisms within the Services;
Access or use the Services in excess of the capacity, volume, or usage limits specified in your Order;
Remove, alter, or obscure any proprietary notices, labels, or branding on or within the Services;
Permit any third party to access the Services except as expressly authorized under Section 3.

2.4 Third-Party Provider Access

You may permit your Third-Party Providers to access and use the Services on your behalf, provided that: (a) such access is at all times subject to this Agreement; (b) you ensure Third-Party Providers comply with this Agreement; (c) you are liable for any action or omission of any Third-Party Provider that would constitute a breach of this Agreement if done by you; and (d) the aggregate use by you and your Third-Party Providers must not exceed the capacity limits in your Order.

3. Free Trials, Beta, and Evaluation Offerings

3.1 Trial Offerings

The Company may make certain trial or evaluation offerings available to you under this Agreement. After the trial period expires, you may continue to use the applicable offering only subject to payment of applicable fees.

3.2 Beta Offerings

The Company may make certain beta or pre-release features available to you. Your use of any beta offering is limited to internal testing and evaluation during the period specified. The Company may discontinue a beta offering at any time and may decide not to make it generally available.

3.3 Free-Tier Offerings

The Company may make certain offerings available at no charge. Free-tier offerings may have limited features, reduced capacity, or other restrictions.

3.4 Limitations

DESPITE ANYTHING TO THE CONTRARY IN THIS AGREEMENT, TRIAL OFFERINGS, BETA OFFERINGS, AND FREE-TIER OFFERINGS ARE PROVIDED “AS-IS” WITHOUT ANY INDEMNIFICATION, WARRANTIES, MAINTENANCE, SUPPORT, OR SERVICE LEVEL COMMITMENTS. THE COMPANY RESERVES THE RIGHT TO TERMINATE ANY SUCH OFFERING AT ANY TIME WITHOUT PRIOR NOTICE AND WITHOUT ANY LIABILITY.

4. Acceptable Use Policy

You agree that you will not, and will not permit any user or Third-Party Provider to, use the Services to:

Violate any applicable law, regulation, or third-party right;
Transmit any malware, virus, worm, or other malicious code (other than samples submitted for legitimate scanning purposes);
Conduct or facilitate any denial-of-service attack, port scanning, or unauthorized penetration testing against the Hosted Services or any third-party system;
Engage in cryptocurrency mining, resource-intensive computations, or any use that is unrelated to the intended purpose of the Services;
Store, process, or transmit any content that infringes, misappropriates, or violates a third party’s intellectual property rights, privacy rights, or other legal rights;
Attempt to gain unauthorized access to the Services, other customer accounts, or any systems or networks connected to the Services;
Interfere with or disrupt the integrity, performance, or availability of the Services or the data contained therein;
Send unsolicited commercial messages (spam) using the Services;
Use the Services in any manner that could damage, disable, overburden, or impair the Company’s servers or networks.

The Company reserves the right to investigate and take appropriate action, including suspension or termination of your access, for any violation of this Acceptable Use Policy.

5. Shared Responsibility and Security

5.1 Company Responsibilities

The Company is responsible for the security, availability, and maintenance of the Hosted Services, including the web console, indexing engines, and cloud storage. The Company will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect the security and integrity of Customer Data while residing within the Hosted Services, including threat and vulnerability management, incident response procedures, encryption of data in transit (TLS 1.2 or higher) and at rest, and industry-standard secure software development practices.

5.2 Customer Responsibilities

You operate your own infrastructure. Therefore, you are solely responsible for:

The security, configuration, patching, and maintenance of the Kubernetes or OpenShift clusters where the Client Software is deployed;
Keeping the Client Software updated to the latest available versions published by the Company;
Securing the API keys, tokens, credentials, and user accounts used to connect the Client Software to the Hosted Services;
Monitoring your own network egress to ensure the Client Software can communicate with the Hosted Services;
Implementing proper role-based access control and network security policies within your own environment;
Routine archiving and backing up of Customer Data to the extent the Hosted Services do not provide the backup controls required or desired by you;
Classifying your data and ensuring that no Prohibited Data (as defined in Section 6.2) is transmitted to the Hosted Services;
Notifying the Company promptly if you believe that an unauthorized third party may be using your account or if your account credentials are lost or stolen.

5.3 Security Program

The Company has implemented and will maintain an industry-standard security program to protect the Hosted Services and any Customer Data processed therein. This program includes, but is not limited to: information security policies and procedures, security awareness training for personnel, physical and environmental access controls, regular vulnerability assessments, and incident response and breach notification procedures.

6. Customer Data and Privacy

6.1 Data Ownership

You retain all rights, title, and interest in and to your Customer Data. By using the Services, you grant the Company a worldwide, non-exclusive, royalty-free license to ingest, store, process, and display your Customer Data strictly as necessary to provide and improve the Services. Subject to Section 9 (Feedback), you own any reports, analytics, or results that you derive from Customer Data through the use of the Services.

6.2 Prohibited Data

Log files and container telemetry often inadvertently capture sensitive information. You explicitly agree NOT to configure the Client Software to transmit, and you shall not send, any of the following categories of data to the Hosted Services (“Prohibited Data”):

Payment Card Industry (PCI) data, including credit or debit card numbers;
Protected Health Information (PHI) subject to HIPAA;
Social Security Numbers or equivalent government-issued identifiers;
Unencrypted passwords, authentication secrets, or private cryptographic keys;
Information protected by the International Traffic in Arms Regulations (ITAR);
Any data classified as “Secret,” “Top Secret,” or equivalent under any government classification scheme.

THE COMPANY DISCLAIMS ANY AND ALL LIABILITY FOR THE EXPOSURE, BREACH, OR UNAUTHORIZED ACCESS OF PROHIBITED DATA TRANSMITTED TO THE HOSTED SERVICES IN VIOLATION OF THIS SECTION. You agree to indemnify and hold the Company harmless from any claims, damages, or regulatory penalties arising from your transmission of Prohibited Data.

6.3 Data Processing

To the extent that the Company processes personal data on your behalf, the Company will follow commercially reasonable data protection principles. Our Privacy Policy describes how we collect, use, and protect personal information.

6.4 Account Deletion and Data Erasure

You may request the deletion of your account at any time via the Hosted Services console. Upon deletion, the Company will permanently destroy your Customer Data within thirty (30) days, except for: (a) anonymized cryptographic hashes of email addresses retained solely for the prevention of free-trial fraud and abuse, which constitutes a legitimate business interest; and (b) billing records that must be retained pursuant to applicable tax and accounting laws. After the thirty (30) day period, recovery of Customer Data is not possible.

6.5 Return of Customer Data

You may retrieve and export Customer Data from the Hosted Services at any time during the Term. Upon termination or expiration of this Agreement, the Company will make Customer Data available for your retrieval for thirty (30) days. After those thirty (30) days, the Company will delete all remaining Customer Data without undue delay, unless legally prohibited from doing so.

7. Confidentiality

7.1 Obligations

Each party (the “Receiving Party”) agrees to: (a) protect the Confidential Information of the other party (the “Disclosing Party”) using the same degree of care (but in no event less than reasonable care) that it uses to protect its own Confidential Information of a similar nature; (b) use the Disclosing Party’s Confidential Information only for purposes consistent with this Agreement; and (c) limit access to the Disclosing Party’s Confidential Information to employees, contractors, and agents who have a bona fide need to know and who are bound by confidentiality obligations no less stringent than those set out herein.

7.2 Compelled Disclosure

The Receiving Party may disclose Confidential Information of the Disclosing Party if compelled by law enforcement, a court order, or regulatory authority, provided the Receiving Party gives the Disclosing Party prior written notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.

8. Intellectual Property Ownership

8.1 Company IP

As between you and the Company, the Company owns and reserves all right, title, and interest in and to the Services (including the Client Software, Hosted Services, web console, APIs, documentation, and all related technology), including all Intellectual Property Rights therein. No rights are granted to you other than as expressly set out in this Agreement.

8.2 Customer Data IP

As between you and the Company, you own and reserve all right, title, and interest in and to your Customer Data, including all Intellectual Property Rights therein. By transmitting Customer Data to the Hosted Services, you grant the Company only the license rights described in Section 6.1.

8.3 No Implied Rights

Nothing in this Agreement grants either party any right, title, or interest in the other party’s products, services, trademarks, trade names, or logos, except as expressly stated herein.

9. Feedback

You have no obligation to provide the Company with any ideas for improvement, suggestions, enhancement requests, or other feedback (“Feedback”). If you do provide Feedback, you grant the Company a non-exclusive, transferable, irrevocable, worldwide, royalty-free license (with rights to sublicense) to make, use, reproduce, modify, distribute, and otherwise commercially exploit the Feedback in any manner without obligation or compensation to you. Feedback is not your Confidential Information, regardless of any designation to the contrary.

10. Fees and Payment

10.1 Subscription Fees

You agree to pay all fees associated with your selected subscription tier as specified in the applicable Order. Fees may be based on data ingestion volume, storage retention, the number of user seats, or other metrics described in the Order. Except as otherwise expressly stated in this Agreement, all fees are non-cancelable and non-refundable.

10.2 Overages

If your Client Software transmits Customer Data in excess of your subscription limits, the Company reserves the right to: (a) throttle or reject the excess data; or (b) invoice you for overages at the rates specified in your Order or, if no overage rate is specified, at the Company’s then-current list price for additional capacity.

10.3 Taxes

All fees are exclusive of applicable taxes and duties, including value-added, sales, use, and withholding taxes. You are responsible for paying all such taxes and duties, excluding taxes based on the Company’s net income.

10.4 Late Payment

Overdue charges may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. You will also be responsible for all reasonable costs of collection, including attorneys’ fees.

11. Term, Renewal, and Termination

11.1 Term

This Agreement begins on the date you first accept it (by registering for an account, deploying the Client Software, or otherwise accessing the Services) and remains in effect until all subscriptions have expired or been terminated.

11.2 Auto-Renewal

Unless otherwise stated in the Order, each subscription Term will automatically renew for successive periods equal in length to the initial Term, unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current Term.

11.3 Termination for Cause

Either party may terminate this Agreement, or any specific subscription, by written notice to the other party in the event of a material breach that is not cured within thirty (30) days of receipt of written notice specifying the breach.

11.4 Termination for Convenience

You may terminate your account at any time through the Hosted Services console. Termination for convenience does not entitle you to a refund of any prepaid fees.

11.5 Effect of Termination

Upon termination or expiration of this Agreement: (a) all license rights granted to you will immediately cease; (b) you must uninstall and destroy all instances of the Client Software from your infrastructure; (c) each party must return or destroy all Confidential Information of the other party; and (d) the provisions of Section 6.5 (Return of Customer Data) will apply. Except for your termination for the Company’s uncured material breach, termination will not relieve you of the obligation to pay all fees accrued or payable under any outstanding Order.

11.6 Refund Upon Termination for Company Breach

If you terminate this Agreement due to the Company’s uncured material breach, the Company will refund any prepaid but unused fees covering the remainder of the Term after the effective date of termination.

12. Suspension of Service

The Company may suspend your access to the Services immediately and without prior notice if: (a) the Company reasonably suspects that your Client Software or account is engaged in a denial-of-service attack or other activity that threatens the integrity, performance, or availability of the Hosted Services; (b) your account is more than thirty (30) days past due; (c) you violate the Acceptable Use Policy (Section 4); or (d) suspension is required by law or by order of a governmental authority. The Company will use commercially reasonable efforts to provide you notice of the reasons for the suspension and to restore access once the issue has been resolved. Suspension will not relieve you of your payment obligations.

13. Service Levels and Support

13.1 Availability

The Company will use commercially reasonable efforts to make the Hosted Services available in accordance with the Service Level Agreement (“SLA”) published on the Company’s website. The SLA applies only to paid subscription tiers; Trial Offerings, Beta Offerings, and Free-Tier Offerings are excluded. If you have a separate Order that specifies different availability commitments, those commitments will apply instead.

13.2 Support

The Company will provide support in accordance with the support plan specified in your Order or as described in the Company’s then-current support documentation. The Company may offer different tiers of support at different price points.

13.3 Scheduled Maintenance

The Company may perform scheduled maintenance on the Hosted Services. The Company will use commercially reasonable efforts to provide advance notice of scheduled maintenance windows that are expected to impact availability. Scheduled maintenance downtime is excluded from any SLA uptime calculations.

13.4 Service Credits

If the Hosted Services fail to meet the uptime commitment specified in the SLA, you may be eligible for service credits as described in the SLA. Service credits are your sole and exclusive remedy for any failure to meet the uptime commitment and are applied as a reduction to future invoices. Service credits are not redeemable for cash refunds.

14. Third-Party and Open Source Components

14.1 Open Source Software

Certain components of the Services may contain or rely upon open source software, including but not limited to the ClamAV antivirus engine. Such open source software is licensed to you under the terms of the applicable open source license. A list of open source components and their applicable licenses is available in the Documentation or upon written request. Nothing in this Agreement limits your rights under, or grants you rights that supersede, the terms of any applicable open source license.

14.2 Third-Party Services

The Services may interoperate with or contain links to third-party services, software, or content. The Company does not warrant, endorse, or assume responsibility for any third-party service. Your use of any third-party service is at your own risk and subject to the terms and conditions of that third party. The Company is not responsible for any damage, loss, or liability resulting from your use of or reliance on any third-party service.

14.3 Third-Party Content Disclaimer

THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, RELIABILITY, OR TIMELINESS OF ANY MALWARE SIGNATURES, VIRUS DEFINITIONS, OR THREAT INTELLIGENCE DATA PROVIDED BY THIRD PARTIES (INCLUDING CLAMAV). THE COMPANY DOES NOT GUARANTEE THAT THE SERVICES WILL DETECT ALL THREATS OR THAT SCAN RESULTS WILL BE FREE FROM FALSE POSITIVES OR FALSE NEGATIVES.

15. Export Compliance

You will comply with all applicable export laws and regulations of the United States and any other jurisdiction where you use the Services (“Export Laws”). You certify that you are not: (a) located in, or a resident or national of, any country subject to a U.S. government embargo; (b) on any U.S. government list of prohibited or restricted persons, including the Treasury Department’s List of Specially Designated Nationals or the Commerce Department’s Denied Persons or Entity List; or (c) otherwise prohibited from receiving the Services under Export Laws. You will not export, re-export, transfer, or otherwise use the Services in any country subject to an embargo or sanction by the United States, including Iran, Syria, Cuba, North Korea, and the Crimea, Donetsk, and Luhansk regions of Ukraine.

16. Warranties

16.1 Hosted Services Warranty

The Company warrants that during the Term: (a) the Hosted Services will perform materially in accordance with the Documentation; and (b) the Company will not materially decrease the overall functionality of the Hosted Services.

16.2 Warranty Remedy

For any breach of the warranties in Section 16.1, the Company’s entire liability, and your sole and exclusive remedy, will be for the Company to: (a) modify or correct the Hosted Service so that it conforms to the foregoing warranty; or (b) if the Company determines that option (a) is not commercially or technically reasonable, terminate the non-conforming Hosted Service and refund to you any prepaid but unused fees for the remainder of the Term after the effective date of termination.

16.3 Disclaimer of Implied Warranties

EXCEPT AS EXPRESSLY SET OUT IN SECTION 16.1, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITH NO OTHER WARRANTIES OR REPRESENTATIONS WHATSOEVER, EXPRESS OR IMPLIED. THE COMPANY AND ITS SUPPLIERS AND LICENSORS DISCLAIM ALL WARRANTIES AND REPRESENTATIONS NOT EXPRESSLY SET OUT HEREIN, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR TRADE USAGE.

THE COMPANY DOES NOT WARRANT THAT: (A) THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE; (B) ALL DEFECTS WILL BE CORRECTED; (C) THE CLIENT SOFTWARE WILL BE COMPATIBLE WITH ALL VERSIONS OF KUBERNETES, OPENSHIFT, OR OTHER CONTAINER PLATFORMS; (D) THE SERVICES WILL DETECT ALL MALWARE, VULNERABILITIES, OR THREATS IN YOUR ENVIRONMENT; OR (E) THE SERVICES WILL MEET YOUR SPECIFIC REQUIREMENTS UNLESS EXPRESSLY STATED IN AN ORDER.

16.4 Relationship to Applicable Law

You may have legal rights in your jurisdiction that prohibit or restrict the limitations set out in this Section 16, which apply only to the extent permitted under applicable law.

YOU ACKNOWLEDGE THAT THE SERVICES ARE NOT DESIGNED, INTENDED, OR WARRANTED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE CONTROLS, INCLUDING OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION, LIFE SUPPORT SYSTEMS, WEAPONS SYSTEMS, OR ANY OTHER APPLICATION IN WHICH THE FAILURE OF THE SERVICES COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.

17. Limitation of Liability

17.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, LOST REVENUE, LOST SAVINGS, LOSS OF GOODWILL, LOSS OF DATA (EXCEPT AS REQUIRED BY THE COMPANY’S DATA RETURN OBLIGATIONS IN SECTION 6.5), OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION, OR PUNITIVE DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

17.2 Aggregate Liability Cap

IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY, TOGETHER WITH ITS AFFILIATES, ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY YOU TO THE COMPANY FOR THE SPECIFIC SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. FOR FREE-TIER OR TRIAL OFFERINGS WHERE NO FEES HAVE BEEN PAID, THE COMPANY’S AGGREGATE LIABILITY SHALL NOT EXCEED FIFTY U.S. DOLLARS ($50.00).

17.3 Carve-Outs

The limitations in Sections 17.1 and 17.2 do not apply to: (a) your payment obligations under Section 10; (b) either party’s indemnification obligations under Section 18; (c) either party’s infringement of the other party’s Intellectual Property Rights; (d) your violation of the license restrictions in Section 2.3 or the Acceptable Use Policy in Section 4; (e) your breach of Section 6.2 (Prohibited Data); or (f) either party’s fraud, gross negligence, or willful misconduct.

17.4 Basis of the Bargain

The limitations of liability set forth in this Section 17 reflect the allocation of risk between the parties and are a fundamental element of the basis of the bargain between the parties. The Services would not be provided without these limitations. These limitations will apply notwithstanding any failure of the essential purpose of any limited remedy in this Agreement.

17.5 Applicable Law

Some jurisdictions do not allow certain damages to be excluded or limited. To the extent such a law applies to you, some or all of the exclusions or limitations above may not apply to you, and you may have additional rights.

18. Indemnification

18.1 Customer Indemnification of Company

You will defend, indemnify, and hold harmless the Company, its Affiliates, and their respective officers, directors, employees, and agents from and against any third-party claims, demands, suits, or proceedings (including those brought by a governmental entity), and all related damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees), arising from or relating to: (a) your Customer Data, including any claim that your Customer Data infringes, misappropriates, or violates a third party’s intellectual property rights, privacy rights, or other legal rights; (b) your use of the Services in violation of this Agreement or applicable law; (c) your transmission of Prohibited Data to the Hosted Services in violation of Section 6.2; or (d) your breach of the Acceptable Use Policy (Section 4).

18.2 Company Indemnification of Customer

The Company will defend, indemnify, and hold harmless you, your Affiliates, and their respective officers, directors, employees, and agents from and against any third-party claim that your authorized use of the Services (excluding Customer Data) infringes or misappropriates such third party’s patent, copyright, trademark, or trade secret (“IP Claim”). The Company will have no obligation under this section to the extent an IP Claim arises from: (a) your breach of this Agreement; (b) your Customer Data; (c) your modification of the Services; (d) the combination of the Services with software, hardware, or data not provided by the Company, except where such combination is required for the normal intended operation of the Services; or (e) your continued use of a version of the Services after being notified to upgrade to a non-infringing version at no additional cost.

18.3 Company Remedies for IP Claims

If the Services become, or in the Company’s opinion are likely to become, the subject of an IP Claim, the Company may, at its sole discretion and at no cost to you: (a) modify the Services so that they no longer infringe; (b) obtain a license for your continued use; or (c) terminate the affected subscription and refund any prepaid but unused fees for the remainder of the Term.

18.4 Indemnification Procedure

The indemnification obligations above are conditioned on the indemnified party: (a) providing the indemnifying party with prompt written notice of the claim; (b) granting the indemnifying party sole control of the defense and settlement of the claim (provided the indemnifying party may not settle any claim that requires any action or forbearance by the indemnified party without the indemnified party’s prior written consent, not to be unreasonably withheld or delayed); and (c) providing the indemnifying party with all reasonable assistance, at the indemnifying party’s expense.

18.5 Sole Remedy

This Section 18 states each party’s sole and exclusive remedy and the other party’s entire liability for any claims of intellectual property infringement or misappropriation covered by this Section.

19. Force Majeure

Neither party (nor its Affiliates, officers, directors, employees, agents, or licensors) will be liable for any delay or failure to perform any obligation under this Agreement (except for payment obligations) where the delay or failure results from any cause beyond the party’s reasonable control, including but not limited to: acts of God; labor disputes or other industrial disturbances; electrical, telecommunications, or other utility failures; earthquakes, storms, or other natural disasters; epidemics or pandemics; blockades, embargoes, or sanctions; riots or civil unrest; acts or orders of government; acts of terrorism; war; cyberattacks from state or non-state actors; or failure of third-party cloud infrastructure providers. The affected party will use commercially reasonable efforts to mitigate the effect of the force majeure event and will resume performance as soon as reasonably practicable.

20. Modification of Terms

The Company may update or modify this Agreement from time to time with prospective effect, provided that such change or modification: (a) applies to all customers generally; (b) does not impose additional fees or restrictions on your use of the Services during the then-current Term; (c) does not override or supersede the risk allocation between the parties, including the limitation of liability (Section 17) and indemnification (Section 18) provisions; and (d) does not materially reduce the security protections or overall functionality of the Services during the then-current Term.

The Company will notify you of material changes by posting the updated terms on its website with a new “Last updated” date and, where practicable, by sending an email to your registered email address at least thirty (30) days before the changes take effect. Your continued use of the Services after the effective date of any changes constitutes your acceptance of the updated terms. If you do not agree to the updated terms, your sole remedy is to terminate your account before the changes take effect.

21. Governing Law and Dispute Resolution

21.1 Governing Law

This Agreement and your use of the Services are governed by and construed in accordance with the laws of the State of California, as if performed wholly within the state and without giving effect to the principles of conflict of law.

21.2 Jurisdiction

Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in Los Angeles County, California, and the parties consent to that venue and personal jurisdiction.

21.3 Injunctive Relief

Either party may seek injunctive or other equitable relief in any court of competent jurisdiction for any actual or alleged: (a) breach of confidentiality obligations; (b) infringement of intellectual property or other proprietary rights; or (c) violation of the license restrictions in Section 2.3. The parties agree that such breach, infringement, or violation is likely to cause irreparable harm for which monetary damages would be an inadequate remedy.

21.4 Exclusions

Neither the Uniform Computer Information Transactions Act (UCITA) nor the United Nations Convention for the International Sale of Goods (CISG) will apply to this Agreement.

22. Assignment

Neither party may assign, delegate, or transfer this Agreement, in whole or in part, by agreement, operation of law, or otherwise, without the prior written consent of the other party. Notwithstanding the foregoing, either party may assign this Agreement in its entirety to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided the assignee agrees to be bound by the terms of this Agreement. Any attempted assignment in violation of this section will be void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties’ permitted successors and assigns.

23. Notices

Except as otherwise specified in this Agreement, all notices related to this Agreement will be in writing and will be effective upon: (a) personal delivery; (b) the second business day after mailing via certified or registered mail, return receipt requested; or (c) the day of sending by email to the email address associated with your account (for notices from the Company to you) or to legal@illya.us (for notices from you to the Company). Notices relating to termination or indemnification claims must be clearly marked as a legal notice and should not be sent solely by email.

24. Severability, Waiver, and Entire Agreement

24.1 Severability

If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties’ original intent.

24.2 Waiver

The waiver by either party of a breach of any provision of this Agreement will not be effective unless in writing and signed by an authorized representative of the waiving party. Either party’s failure to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision.

24.3 Entire Agreement

This Agreement, together with any Orders and the Privacy Policy, constitutes the complete agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, communications, and understandings, whether written or oral, relating to the subject matter hereof. Any waiver or amendment of any provision of this Agreement will be effective only if in writing and signed by authorized representatives of both parties.

24.4 Independent Contractors

The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. Neither party has the authority to bind or act on behalf of the other party in any capacity.

24.5 No Third-Party Beneficiaries

There are no third-party beneficiaries of this Agreement.

24.6 No Reliance on Future Functionality

You agree that your purchase or use of the Services is not contingent on the delivery of any future functionality or features, and is not dependent on any oral or written statements made by the Company regarding future functionality or features.

24.7 Different Terms

The Company expressly rejects any terms or conditions in any Customer purchase order, request for proposal, or other similar document that are different from or additional to this Agreement. Such different or additional terms will not become part of the agreement between the parties.

25. Survival

The termination or expiration of this Agreement will not affect any provisions which, by their nature, survive termination or expiration, including but not limited to: Section 1 (Definitions), Section 6 (Customer Data and Privacy), Section 7 (Confidentiality), Section 8 (Intellectual Property Ownership), Section 9 (Feedback), Section 10 (Fees and Payment, to the extent of accrued obligations), Section 16 (Disclaimer of Warranties), Section 17 (Limitation of Liability), Section 18 (Indemnification), Section 21 (Governing Law and Dispute Resolution), Section 24 (Severability, Waiver, and Entire Agreement), and this Section 25 (Survival).

26. Contact Information

If you have questions or comments about these Terms of Service, please contact us at:

Company: Illya LLC
Email: support@illya.us
Legal Notices: legal@illya.us