Stop every
unwanted change.
Book a Demo
Company
CareersThanks, we'll be in touch
Oops! Something went wrong while submitting the form.
Copyright Mimic 2026
PLEASE READ CAREFULLY: THE INDIVIDUAL ACCEPTING THESE TERMS AND CONDITIONS (THE "AGREEMENT") ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY ("CUSTOMER" OR "YOU"), REPRESENTS AND WARRANTS THAT SUCH INDIVIDUAL HAS FULL AUTHORITY TO BIND THE CUSTOMER TO THIS AGREEMENT. UNLESS THE CUSTOMER HAS ANOTHER VALID AGREEMENT FOR THE PURCHASE AND USE OF MIMIC SOLUTIONS, THIS AGREEMENT GOVERNS CUSTOMER'S RIGHTS TO USE THE MIMIC SOLUTIONS. BY ASSENTING TO THIS AGREEMENT (EITHER BY CLICKING, CHECKING A BOX, ACCEPTING A QUOTE OR PLACING AN ORDER), CUSTOMER ACCEPTS THIS AGREEMENT, WHICH WILL BE DEEMED A BINDING CONTRACT BETWEEN CUSTOMER AND MIMIC NETWORKS, INC., A DELAWARE CORPORATION WITH A PRINCIPAL PLACE OF BUSINESS LOCATED AT 2479 E. BAYSHORE ROAD #275, PALO ALTO, CA 94303, ON BEHALF OF ITSELF AND ANY AFFILIATES PERFORMING HEREUNDER (COLLECTIVELY, "MIMIC"). IF CUSTOMER DOES NOT AGREE TO OR CANNOT COMPLY WITH ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT OR IF THE INDIVIDUAL DOES NOT HAVE AUTHORITY TO BIND THE CUSTOMER, THEN DO NOT ASSENT, AND CUSTOMER WILL NOT BE AUTHORIZED TO ACCESS OR USE THE MIMIC SOLUTIONS. THESE TERMS AND CONDITIONS ARE BINDING AS OF THE EARLIEST OF THE DATE THAT CUSTOMER ACCEPTS THE AGREEMENT, THE DATE SET FORTH ON AN ORDER OR THE DATE ON WHICH CUSTOMER DOWNLOADS, INSTALLS, ACTIVATES OR USES ANY MIMIC SOLUTION ("EFFECTIVE DATE").
These Mimic Terms and Conditions are a master agreement that covers all solutions purchased by Customer hereunder, provided, however, any provisions that are applicable only to specific Products or Services apply only to the extent Customer has purchased, accessed or used such Products or Services.
PLEASE READ CAREFULLY: THE INDIVIDUAL ACCEPTING THESE TERMS AND CONDITIONS (THE "AGREEMENT") ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY ("CUSTOMER" OR "YOU"), REPRESENTS AND WARRANTS THAT SUCH INDIVIDUAL HAS FULL AUTHORITY TO BIND THE CUSTOMER TO THIS AGREEMENT. BY ASSENTING TO THIS AGREEMENT (EITHER BY CLICKING, CHECKING A BOX, ACCEPTING A QUOTE OR PLACING AN ORDER), CUSTOMER ACCEPTS THIS AGREEMENT, WHICH WILL BE DEEMED A BINDING CONTRACT BETWEEN CUSTOMER AND MIMIC NETWORKS, INC., A DELAWARE CORPORATION WITH A PRINCIPAL PLACE OF BUSINESS LOCATED AT 2479 E. BAYSHORE ROAD #275, PALO ALTO, CA 94303, ON BEHALF OF ITSELF AND ANY AFFILIATES PERFORMING HEREUNDER (COLLECTIVELY, "MIMIC").
These Mimic Terms and Conditions are a master agreement that covers all solutions purchased by Customer hereunder, provided, however, any provisions that are applicable only to specific Products or Services apply only to the extent Customer has purchased, accessed or used such Products or Services.
"Addendum" means an Addendum to this Agreement setting forth additional terms relating to a Solution.
"Affiliate" means any entity that a party directly or indirectly controls (e.g., subsidiary) or is controlled by (e.g., parent), or with which it is under common control (e.g., sibling).
"Aggregated Data" means any data that has been aggregated so that it is not identifiable or attributable to Customer or any of its Authorized Users and may include data based on Customer's use of the Solutions.
"Analytics Data" means any technical, statistical or analytical data; correlative and/or contextual data; output from analytics and detections which are periodically gathered or aggregated in connection with Customer use of a Solution, including but not limited to data generated in connection with Customer's access, use and configuration of the Solutions and data derived from it (e.g., interacting with the Solutions), but which excludes any data that could be used to identify Customer or any of its Authorized Users.
"Applicable Data Protection Laws" means any laws that regulate the processing, privacy or security of Customer Personal Data and that are directly applicable to each respective party to this DPA in the context of Mimic processing Customer Personal Data.
"Authorized User" means an employee, agent, contractor, or other third party authorized by Customer and/or its Affiliates to access, use, download, deploy, or install the Products.
"Customer" means, as the context requires, in addition to the entity identified above, any Customer Affiliate that places an Order under these Mimic Terms and Conditions, uses or accesses any Solution hereunder, or benefits from the Customer's use of a Solution.
"Customer Data" means all data, information, records and other content provided, uploaded, transmitted, inputted, edited, authored, or otherwise submitted by Customer or its Authorized Users under this Agreement in connection with the Solutions. Customer Data does not include any Mimic Data or publicly available data.
"Customer Application" means the source or object code of Customer's and Customer's suppliers along with any configuration instructions, scripts or settings that Customer elects to be protected by the Solutions.
"Documentation" means Mimic's end-user technical documentation included in the applicable Solution.
"Endpoint" means any physical or virtual device, such as, a computer, server, laptop, desktop computer, container or virtual machine image.
"Error" means a reproducible failure of a Product to perform in substantial conformity with its applicable Documentation which causes a material disruption of Customer's Endpoint.
"Fees" means, with respect to any Order, the amount payable by Customer to Mimic or a Mimic Reseller for any Solution specified on said Order.
"Intellectual Property" means any and all of the following in any jurisdiction throughout the world: (i) trademarks and service marks, including all applications and registrations and the goodwill connected with the use of and symbolized by the foregoing; (ii) copyrights, including all applications and registrations related to the foregoing; (iii) trade secrets and confidential know-how; (iv) patents and patent applications; (v) websites and internet domain name registrations; and (vi) computer programs, operating systems, applications, firmware, and other code, including all source code, object code, application programming interfaces, data files, databases, protocols, specifications, and other documentation thereof ("Software").
"Internal Use" means access or use solely for Customer's and its Affiliates' own internal information security purposes. By way of example and not limitation, Internal Use does not include access or use: (i) for the benefit of any person or entity other than Customer or its Affiliates, or (ii) in any event, for the development of any product or service.
"Machine-Generated Data" means any machine-generated data, such as metadata derived from tasks, file execution, commands, resources, network telemetry, executable binary files, macros, scripts, and processes, code, system files, log files, dll files, login data, binary files, tasks, resource information, commands, protocol identifiers, URLs, network data which may be periodically gathered or aggregated in connection with Customer use of a Solution but which excludes any data that could be used to identify Customer or any of its Authorized Users.
"Mimic Data" means all (i) Mimic Confidential Information; (ii) Analytics Data, (iii) Aggregated Data; (iv) Machine-Generated Data; and (v) Threat Data.
"Object Code" means a form of software in a language that a computer can execute directly but is not generally readable by humans without reverse assembly, reverse compiling or reverse engineering.
"Order" means any purchase order or other ordering document (including any SOW) accepted by Mimic or a Reseller that identifies the following ordered by Customer: Solution, Solution quantity based on Mimic's applicable license metrics, price and Subscription/Order Term.
"Personal Data" means any information that relates to an identified or identifiable natural person and which is protected as "personal data", "personal information" or "personally identifiable information" under Applicable Data Protection Laws.
"Product" means any of Mimic's cloud-based or on-premise software or other products ordered by Customer as set forth in the relevant Order, the Mimic Data, any Addendum, any Documentation and any Updates thereto that may be made available to Customer from time to time by Mimic.
"Product Services" means, collectively (i) the standard technical support services for certain Products provided by Mimic as specified in the applicable Order, (ii) training provided by Mimic as specified in the applicable Order, and (iii) any other Mimic services provided or sold with Products. Product Services do not include Professional Services.
"Professional Services" means any professional services performed by Mimic for Customer pursuant to a SOW or other Order. Professional Services may include without limitation configuration, deployment, and operational services not included in Product Services.
"Reseller" means an entity that purchases Solutions from Mimic for purposes of resale to Customer.
"Services" means, collectively, any Product Services and any Professional Services.
"Solutions" means, collectively, any Products, Product Services, or Professional Services.
"Statement of Work" or "SOW" means a mutually agreed upon and executed written document describing the Professional Services to be performed by Mimic for Customer, including any fees and expenses related thereto.
"Subscription/Order Term" means the period of time set forth in the applicable Order during which: (i) Customer is authorized by Mimic to access and use the Product, or Product Service, or (ii) the period during which Professional Services may be performed.
"Threat Data" means any malware, spyware, virus, worm, Trojan horse, indicators of compromise, threat behaviors, other potentially malicious or harmful code or files, URLs, DNS data, network telemetry, commands, processes or techniques, metadata, or other information or data that is related to potentially unauthorized third parties associated with the Threat Data and is collected or discovered during the course of using or receiving Mimic Solutions, excluding any such information or data that identifies Customer or to the extent that it includes Personal Data.
"Updates" means any correction, update, upgrade, patch, or other modification or addition made by Mimic to any Product and provided to Customer by Mimic from time to time on an as available basis. Updates do not include additional functionality which may be separately licensed by Mimic.
2.1 Affiliates. Any Affiliate purchasing hereunder, or using or accessing any Solution hereunder, or benefitting from the Customer's use of a Solution, will be bound by and comply with all terms and conditions of this Agreement. The Customer signing these Mimic Terms and Conditions will remain responsible for Customer's Affiliates' acts and omissions unless Customer's Affiliate has entered into its own agreement with Mimic.
2.2 Orders. If Orders are submitted on forms other than Mimic's, then only transaction-specific terms stating the Solutions ordered, quantity, price, Subscription/Order Term, and billing/provisioning contact information will have any force or effect unless a particular Order is executed by an authorized signer of Mimic and returned to Customer (or the applicable Reseller). If any such Order is so executed and delivered, then only those specific terms on the face of such Order that expressly identify those portions of this Agreement that are to be superseded will prevail over any conflicting terms herein and only with respect to those Solutions ordered on such Order. Orders are non-cancellable. Mimic's obligations and liabilities to Customer for Orders through any Reseller are subject to, and are governed by, this Agreement.
2.3 Payment and Taxes. Customer will pay the Fees for Solutions to the Reseller or Mimic as set forth in the applicable Order. For Orders placed with Mimic and unless otherwise expressly set forth on the Order, signed by Mimic, Customer will pay the undisputed fees and amounts stated on each Order within 30 days after receipt of the applicable invoice. Failure to timely pay any amounts due may result in Mimic revoking Customer's access and use rights or otherwise suspending the Services. Except as otherwise expressly provided in this Agreement or as agreed by Mimic in a signed SOW, all fees and other amounts are non-refundable. Fees are exclusive of any applicable sales, use, value added, withholding, and other taxes, however designated. Customer shall pay all such taxes levied or imposed by reason of Customer's purchase of the Solutions and the transactions hereunder, except for taxes based on Mimic's income or with respect to Mimic's employment of its employees.
3.1 Evaluation. If Mimic approves Customer's evaluation use of a Mimic product ("Evaluation Product"), the terms herein applicable to Products also apply to evaluation access and use of such Evaluation Product, except for the following different or additional terms: (i) the duration of the evaluation is as mutually agreed upon by Customer and Mimic, provided, that either Mimic or Customer can terminate the evaluation at any time upon written (including email) notice to the other party; (ii) the Evaluation Product is provided "AS-IS" without warranty of any kind, and Mimic disclaims all warranties, support obligations, and other liabilities and obligations for the Evaluation Product; and (iii) Customer's access and use is limited to Internal Use by Customer employees only.
3.2 Access and Use Rights. Subject to the terms and conditions of this Agreement (including Mimic's receipt of applicable fees), Mimic grants Customer, under Mimic's Intellectual Property rights in and to the applicable Product, a non-exclusive, non-transferable, non-sublicensable license to access and use the Products in accordance with any applicable Addendum and Documentation solely for Customer's Internal Use during the applicable Subscription/Order Term. Customer's access and use is limited to the quantity in the applicable Order.
(a) Products with Software Components. If Customer purchases a subscription to a Product with a downloadable Object Code component(s), Customer may, during the Subscription/Order Term, install and run multiple copies of the Object Code component(s) solely for Customer's and Customer's Affiliates' Internal Use up to the maximum quantity in the applicable Order.
(b) Customer Application Testing by Mimic. Customer or Customer's Affiliates grants to Mimic a non-exclusive, worldwide license to use, copy, store, execute, display, perform, and create derivative works of Customer Application utilizing any non-production test data provided to Mimic by Customer solely for the purposes of: (1) gathering information to generate configurations, settings, scripts, and/or integration programs for the Solutions or between the Solutions and Customer's Application; and (2) testing the Solution together with the Customer Application to validate any Errors or Updates. Each purpose shall continue for the duration of the Subscription/Order Term.
3.3 Restrictions. The access and use rights set forth in Section 3.2 do not include any rights to, and Customer will not, with respect to any Solution (or any portion thereof): (i) employ or authorize anyone other than Customer or Customer Affiliates to use or view the Solution or Documentation; (ii) alter, publicly display, translate, create derivative works of or otherwise modify a Solution, except as necessary to exercise Customer's rights pursuant to this Agreement; (iii) rent, lease, lend, sell, encumber, sublicense, assign, distribute, publish, transfer or otherwise make available the Solution or Documentation to any third party who is not an Authorized User; (iv) allow third parties to access or use a Solution; (v) reverse engineer, decompile, disassemble or otherwise attempt to derive the source code for a Solution; (vi) use a Solution to circumvent the security of another party's network/information, develop malware, unauthorized surreptitious surveillance, data modification, data exfiltration, data ransom or data destruction; (vii) remove or alter any notice of proprietary right appearing on a Solution; (viii) upload personal data without prior authorization from the data owner and Mimic; (ix) submit publicly-visible information that is defamatory, obscene, threatening, abusive or hateful; or (x) cause, encourage or assist any third party to do any of the foregoing.
3.4 Installation and User Accounts. Customer is responsible for the security for each account of an Authorized User, and each account shall only be authenticated to a single individual. Customer shall notify Mimic if Customer learns of any unauthorized access or use of Customer's user accounts or passwords for a Solution.
3.5 Third-Party Software. Mimic uses certain third-party software in its Products, including what is commonly referred to as open source software. Licensing terms and attributions for such third-party software that Mimic uses are available upon request.
3.6 Ownership and Feedback. Products and Product Services are made available for use or licensed, not sold. Mimic or its suppliers, own and retain all right, title and interest (including all Intellectual Property rights) in and to the Solutions. Any feedback or suggestions that Customer provides to Mimic regarding its Solutions is freely given, non-confidential and may be used by Mimic for any purpose without acknowledgement or compensation.
3.7 Data Privacy. To the extent Mimic processes Personal Data on behalf of Customer under Applicable Law, the Mimic Data Processing Agreement located at www.mimic.com/dpa shall apply. For clarity, Mimic may use Mimic Data for the purpose of: (i) analyzing, characterizing, deflecting, attributing, warning of, and/or responding to threats against Customer and others, (ii) analyzing trends or benchmarking system performance, (iii) providing, maintaining or improving Mimic Solutions; and (iv) any other purposes consistent with applicable law, provided, however, that in all of the foregoing use cases, data is used in a way that does not identify Customer or any Authorized User.
4.1 Fees. Professional Services will commence on a mutually agreed upon date, as specified in the Order or SOW. Estimates provided for Professional Services performed on a time-and-material basis are estimates only and not a guaranteed time of completion. Professional Services performed on a fixed fee basis are limited to the scope of services stated in the applicable Order or SOW.
5.1 Definitions. In connection with this Agreement, each party ("Recipient") may receive Confidential Information of the other party ("Discloser") or third parties to whom Discloser has a duty of confidentiality. "Confidential Information" means non-public information in any form that is in the Recipient's possession regardless of the method of acquisition that the Discloser designates as confidential to Recipient or should be reasonably known by the Recipient to be Confidential Information due to the nature of the information disclosed and/or the circumstances surrounding the disclosure.
5.2 Restrictions on Use. Except as permitted under Section 5.3, Recipient shall hold Discloser's Confidential Information in strict confidence and shall not disclose any such Confidential Information to any third party, other than to its employees, and contractors, including without limitation, counsel, accountants, and financial advisors, its Affiliates and their Representatives, subject to the other terms of this Agreement, and in each case who need to know such information and who are bound by restrictions regarding disclosure and use of such information comparable to and no less restrictive than those set forth herein.
5.3 Exceptions. Recipient may disclose Discloser's Confidential Information: (i) to the extent required by applicable law or regulation; (ii) pursuant to a subpoena or order of a court or regulatory, self-regulatory, or legislative body of competent jurisdiction; (iii) in connection with any regulatory report, audit, or inquiry; or (iv) where requested by a regulator with jurisdiction over Recipient.
5.4 Destruction. Upon Discloser's written request, Recipient shall destroy the Confidential Information and any copies or extracts thereof. However, Recipient, its Affiliates and their Representatives may retain any Confidential Information that they are required to keep for compliance purposes under a document retention policy or as required by applicable law.
5.5 Equitable Relief. Each party acknowledges that a breach of this Section 5 may cause the other party irreparable injury and damage. Therefore, each party agrees that the non-breaching party may seek injunctive relief in a court of competent jurisdiction, in addition to any other rights and remedies which may be available to the injured party at law or in equity without the posting of a bond.
6.1 No Warranty for Pre-Production/Evaluation Versions. Any pre-production or evaluation feature or version of a Solution provided to Customer and identified as such in the applicable Order is experimental and provided "AS IS" without warranty or liability of any kind and will not create any obligation for Mimic to continue to develop, productize, support, repair, offer for sale, or in any other way continue to provide or develop any such feature or Solution.
6.2 Product Warranty. If Customer has licensed a Product, Mimic warrants to Customer during the applicable Subscription/Order Term that: (i) the Product will substantially operate without Error; and (ii) Mimic used industry standard techniques to prevent the Product at the time of delivery from injecting malicious software viruses into Customer's Endpoints where the Product is installed. Customer must notify Mimic of any warranty claim during the Subscription/Order Term.
6.3 Services Warranty. Mimic warrants to Customer that it will perform all Services in a professional and workmanlike manner consistent with generally accepted industry standards. Customer must notify Mimic of any warranty claim for Services during the period the Services are being performed or within 30 days after the conclusion of the Services.
6.4 Exclusions. The express warranties do not apply if the applicable Solution (i) has been modified, except by Mimic or by Customer or a third party at Mimic's written direction, (ii) has not been installed, used, or maintained in accordance with this Agreement or Documentation, (iii) is non-conforming due solely to a failure to use an applicable Update, or (iv) due to causes that are external to the Mimic Solution or otherwise beyond Mimic's reasonable control.
6.5 NO GUARANTEE. CUSTOMER ACKNOWLEDGES, UNDERSTANDS, AND AGREES THAT MIMIC DOES NOT GUARANTEE OR WARRANT THAT IT WILL FIND, LOCATE, EXTRACT OR DISCOVER ALL OF CUSTOMER'S OR ITS AFFILIATES' SYSTEM THREATS, VULNERABILITIES, MALWARE, OR MALICIOUS SOFTWARE, AND CUSTOMER AND ITS AFFILIATES WILL NOT HOLD MIMIC RESPONSIBLE THEREFOR.
6.6 DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES IN THIS SECTION 6, MIMIC AND ITS AFFILIATES DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, MIMIC AND ITS AFFILIATES AND SUPPLIERS SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT WITH RESPECT TO THE SOLUTIONS.
7.1 Mimic's Obligation. Mimic will (i) defend its Customer against any claim asserted in a legal proceeding by a third party alleging that a Mimic Product infringes a third party's registered copyrights, misappropriates such third party's trade secrets recognized as such under the Uniform Trade Secrets Act or infringes such third party's valid U.S. patent(s) issued as of the Effective Date (a "Claim") and (ii) pay any damages finally awarded against Customer for such Claim by a court of competent jurisdiction, or any amount agreed to by Mimic in settlement of such Claim.
7.2 Remedies. If any portion of a Mimic Product becomes, or in Mimic's opinion is likely to become, the subject of a Claim, Mimic may, at its option, (i) procure for Customer the right to continue using the Product, (ii) replace or modify the Product to make it non-infringing, or (iii) terminate this Agreement by providing Customer written notice thereof, with a pro-rata refund of Fees paid.
7.3 Exclusions. Mimic shall have no obligations under this Section to the extent the claim is based upon or directly arises out of: (i) any modification to the applicable Product not made by Mimic; (ii) any combination or use of the applicable Product with third-party software or hardware; (iii) Customer's continued use after being notified to cease; (iv) Customer's failure to use the Product in accordance with Documentation; (v) Customer's use outside the scope of rights granted; and/or (vi) any modification based upon Customer Data or other material provided by Customer.
7.4 EXCLUSIVE REMEDY. THE REMEDIES SPECIFIED IN THIS SECTION CONSTITUTE CUSTOMER'S SOLE AND EXCLUSIVE REMEDIES, AND MIMIC'S ENTIRE LIABILITY, WITH RESPECT TO ANY THIRD-PARTY CLAIM OF INFRINGEMENT OF THAT THIRD PARTY'S INTELLECTUAL PROPERTY.
8.1 EXCLUSIONS TO LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY IN CONNECTION WITH THIS AGREEMENT (UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STATUTE, TORT OR OTHERWISE) FOR ANY LOST PROFITS, REVENUE, OR SAVINGS, LOST BUSINESS OPPORTUNITIES, LOST DATA, OR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.
8.2 SUBLIMIT ON MONETARY DAMAGES. EXCEPT FOR LIABILITY FOR ANY AMOUNTS PAID OR PAYABLE UNDER SECTION 7 (INDEMNIFICATION); CUSTOMER'S PAYMENT OBLIGATIONS; DAMAGES RESULTING FROM EITHER PARTY'S GROSS NEGLIGENCE, FRAUD OR WILLFUL MISCONDUCT; AND/OR ANY INFRINGEMENT OR MISAPPROPRIATION BY ONE PARTY OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR AN AMOUNT THAT EXCEEDS THE TOTAL FEES PAID OR PAYABLE TO MIMIC FOR THE RELEVANT SOLUTION, DURING THAT SOLUTION'S 12 MONTH SUBSCRIPTION TERM THAT GAVE RISE TO THE CLAIM.
8.3 TOTAL AGGREGATE LIABILITY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY'S AGGREGATE, CUMULATIVE, TOTAL LIABILITY ARISING OUT OF OR RELATED TO ANY CLAIM, LOSS OR DAMAGES, ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED TWO MILLION FIVE HUNDRED THOUSAND DOLLARS ($2,500,000).
8.4 Acknowledgment. The parties acknowledge that the fees specified in this Agreement reflect the allocation of risk set forth in this Agreement and that neither party would enter into this Agreement without the foregoing limitations of its liability and the warranty disclaimers contained herein.
Each party agrees to comply with all U.S. federal, state, local and non-U.S. laws directly applicable to such party in the performance of this Agreement, including but not limited to, applicable export and import, anti-corruption, employment and if applicable, the General Data Protection Regulation (GDPR) Regulation (EU) 2016/679, the UK GDPR, or similar privacy laws in any relevant jurisdiction.
Customer acknowledges and agrees the Solutions shall not be used, transferred, or otherwise exported or re-exported to regions that the United States and/or the European Union maintains an embargo or comprehensive sanctions (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity subject to individual prohibitions (collectively, "Designated Nationals"), without first obtaining all required authorizations from the U.S. government and any other applicable government.
In connection with its obligations under this Agreement, Mimic shall comply with all anti-bribery laws and regulations applicable to Mimic.
This Agreement shall remain effective until termination in accordance with this Section or as otherwise specified herein.
11.1 Upon delivery of reasonable notice based upon the risk of the situation, Mimic may immediately suspend Customer's access to, or use of, the Solutions if Mimic reasonably believes that there is a significant threat to the security, integrity, functionality, or availability of the Solutions or any content, data, or applications in the Solutions.
11.2 Any party ("Non-defaulting Party") may terminate this Agreement by delivering written notice of a material breach, with a 30-day cure period, to the other party ("Defaulting Party"), unless the breach is cured within the 30-day cure period. Prior to termination and subject to the terms of this Agreement, Customer shall have the right to access and download Customer Data available per the Customer's purchased Products and data retention period.
11.3 This Agreement may also be terminated forthwith by any Non-defaulting Party by giving notice in writing to the Defaulting Party if at any time the Defaulting Party shall become insolvent or shall go into dissolution or into liquidation or a receiver or examiner is appointed to the Defaulting Party.
11.4 Upon termination of this Agreement for any reason: (a) all Customer's access and use rights granted in this Agreement will terminate; (b) Customer must promptly cease all use of Solutions and de-install all Software installed on Customer's Endpoints; and (c) Customer Data will be deleted in accordance with the data retention period specified on the Order or in the Documentation. Sections 1, 5, 7, 8, 10, 11 shall survive expiration or termination of this Agreement for any reason.
12.1 Entire Agreement. This Agreement (together with all addendums, Orders and exhibits) constitutes the entire agreement between Customer and Mimic concerning the subject matter of this Agreement and it supersedes all prior and simultaneous proposals, agreements, understandings, or other communications between the parties, oral or written, regarding such subject matter.
12.2 Authority. The undersigned each hereby represent and warrant that they have full legal capacity, authority and power to enter into the Agreement on behalf of their Party, and to bind their respective Party to the terms and conditions herein.
12.3 Non-Solicit. Commencing on the Effective Date and continuing for a period of twelve (12) months after the last-to-expire or terminate Subscription/Order Term, neither party will, directly or indirectly, solicit, attempt to solicit or encourage any of the other Party's employees, contractors or advisors to terminate their employment or cease providing services to the other party.
12.4 Assignment. Neither Party may assign, delegate or otherwise transfer this Agreement, or any of its rights or obligations under this Agreement, without the prior written consent of the other Party. Notwithstanding the foregoing, Mimic may assign this Agreement without prior consent in the event of a merger, acquisition, or sale of substantially all Mimic's assets, provided the assignee agrees to be bound by the terms of this Agreement.
12.5 Governing Law. This Agreement, and the rights and duties of the parties arising from this Agreement, shall be governed by, construed, and enforced in accordance with the laws of the State of Delaware, excluding its conflicts-of-law principles. The Uniform Computer Information Transactions Act and the United Nations Convention on the International Sale of Goods shall not apply. Venue and Jurisdiction is proper in any Court of competent subject matter jurisdiction located in Wilmington, Delaware.
12.6 Independent Contractors; No Third-Party Rights. The parties are independent contractors. This Agreement shall not establish any relationship of partnership, joint venture, employment, franchise, or agency between the parties. No provision in this Agreement is intended or shall create any rights with respect to the subject matter of this Agreement in any third party.
12.7 Waiver, Severability and Amendments. The waiver by either party of a breach or default by the other party of any provision of this Agreement will not be construed as a waiver by such party of any succeeding breach or default. If any provision of this Agreement is held to be illegal, invalid, or unenforceable, the provision will be enforced to the maximum extent permissible in order to affect the intent of the parties, and the remaining provisions of this Agreement will remain in full force and effect. This Agreement may only be amended, or any term or condition set forth herein waived, by written consent of both parties.
12.8 Force Majeure. Neither party shall be liable for, nor shall either party be considered in breach of this Agreement due to, any failure to perform its obligations under this Agreement (other than its payment obligations) as a result of a cause beyond its control, including but not limited to, act of God or a public enemy, act of any military, civil or regulatory authority, fire, flood, earthquake, storm or other like event, disruption or outage of communications, power or other utility, epidemic, pandemic, quarantine, or any other cause beyond the control of the party.
12.9 Notices. All legal notices will be given in writing to the addresses in the first introductory paragraph of this Agreement and will be effective: (i) when personally delivered, (ii) on the reported delivery date if sent by a recognized international or overnight courier, or (iii) five business days after being sent by registered or certified mail. Notices to Mimic should be directed to: Mimic Networks, Inc., Attn: Legal, P.O. Box 722, Palo Alto, CA 94302 USA, with a copy to legal@mimic.com.
12.10 Order of Precedence. In the event of any conflict of terms between this Agreement, an Addendum, and the applicable Order, unless otherwise expressly provided herein, the order of precedence will be the following: (a) the applicable Order, provided it is signed by Mimic, (b) a signed Addendum, (c) this Agreement.