Terms and policies.

These Email Security Evaluation Terms (“Terms”) are between TeamGuard AI, Inc. d/b/a Adaptive Security (“Adaptive”) and the customer identified in the signature block or online acceptance form (“Customer”), effective on the date of the last signature or, if accepted electronically, the date Customer accepts these Terms (the “Effective Date”). Customer may accept these Terms by signing below or by checking a box, clicking “I accept,” or otherwise indicating acceptance through an online form, and the person accepting represents that they are authorized to bind Customer. It governs Customer’s access to and use of Adaptive’s email security product (the “Email Security Product”), which uses artificial intelligence to scan and classify Customer emails.

How These Terms Apply

Existing Agreement. If Customer and Adaptive are parties to an existing MSA or other agreement governing Customer’s use of Adaptive’s services (“Existing Agreement”), these Terms supplement and form part of the Existing Agreement solely with respect to the Email Security Product. In the event of any conflict or inconsistency between these Terms and the Existing Agreement with respect to the Email Security Product, including any provision of the Existing Agreement that expressly addresses email security products or services, these Terms will control solely to the extent of that conflict or inconsistency.

No Existing Agreement. If Customer and Adaptive are not parties to an Existing Agreement, Adaptive’s MSA is incorporated by reference into and forms part of these Terms.

Evaluation Transition to Paid Services. If Customer purchases the Email Security Product following the evaluation, these Terms will continue to apply unless otherwise superseded by the terms of an Order Form.

Capitalized terms used but not defined in these Terms have the meanings given in the MSA. To the extent any provision of the MSA conditions rights, obligations, or terms on the existence of an Order Form, these Terms satisfy that requirement with respect to the Email Security Product unless and until a separate Order Form is executed. Except as expressly modified by these Terms, the MSA remains in full force and effect.

1. Definitions
   1. 1.1. “MSA”means the master subscription agreement, master services agreement, master subscription terms, or other master terms then in effect between the Parties governing Customer’s access to and use of the Platform, however titled and in whichever version, together with all amendments and addenda to it, or, if the Parties have not executed any such agreement as of the Effective Date, Adaptive’s standard Master Subscription Agreement available at https://www.adaptivesecurity.com/msa, which is incorporated into these Terms by reference and which Customer accepts by executing these Terms.
   2. 1.2. “Email Data”means incoming, outgoing, and internal emails, including their content, metadata, and attachments, that the Email Security Product accesses or processes. Email Data is Customer Information and Customer’s Confidential Information.
   3. 1.3. “Malicious Email”means Email Data that the Email Security Product classifies as malicious, fraudulent, or otherwise harmful. If Customer marks an email “Safe” through Platform settings, it ceases to be a Malicious Email within thirty (30) business days.
   4. 1.4. “Threat Signals” means the indicators, scores and other signals Adaptive generated by the Email Security Product for threat detection purposes, that cannot reasonably be used to identify Customer or any individual other than a threat actor, or to reconstruct Email Data. Threat Signals are owned by Adaptive.
   5. 1.5. “Documentation” means the then-current documentation for the Email Security Product published by Adaptive in its Trust Center at https://security.adaptivesecurity.com, which is incorporated into these Terms by reference. This definition applies for purposes of these Terms notwithstanding any different definition of “Documentation” or similar term in the MSA.
2. License. Adaptive grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Email Security Product, including for the Authorized Users to whom Customer elects to provide access (each, an “Email Security User”): (a) during the Free Access Period, solely for Customer’s internal evaluation; or (b) if the Parties execute an Order Form for the Email Security Product, during the term of that Order Form, in accordance with the license granted to Customer to access and use the Platform under the MSA.
3. Processing of Email Data. Adaptive processes Email Data to detect, analyze, classify, and seek to remediate potential security threats and to otherwise provide and support the Email Security Product. Adaptive may use Malicious Emails to improve its security products and threat-detection capabilities subject to Section 4 of these Terms. Adaptive may also generate Threat Signals and collect technical and usage data on the Email Security Product’s operation.
4. Safeguards. In exercising its rights under these Terms, Adaptive shall comply with the information security and data protection obligations set forth in the MSA, including: encrypting Email Data in transit and at rest; not selling Email Data or using it for advertising or marketing; using only zero-data-retention configurations with third-party large language model providers; not using safe Email Data to improve its threat-detection capabilities except as instructed by Customer for customer-specific AI model offerings; and limiting internal access to Email Data content to personnel who need it to provide and support the Email Security Product, to investigate threats, or to review classifications, and maintaining records of such access, which Adaptive will make available to Customer on reasonable request. Adaptive may use service providers (including hosting, observability, security operations, and support providers) to process Email Data solely to provide and support the Email Security Product, subject to obligations at least as protective as this Exhibit, and Adaptive remains responsible for their compliance.
5. Privacy and Data. To the extent Email Data includes Personal Information and applicable data protection law requires a written agreement governing such data processing, the data protection and privacy provisions of the MSA and any data processing addendum executed by the Parties govern Adaptive’s processing of such Personal Information and control over these Terms as to Personal Information. If no such data processing addendum has been executed, Adaptive’s standard data processing addendum available at www.adaptivesecurity.com/dpa applies and is incorporated into the Agreement by this reference. Adaptive accesses, processes, stores, and deletes Email Data as described in these Terms and in the Documentation.
6. Deletion Requests. Customer may request deletion of its Email Data at any time through Platform settings or by written request. Adaptive will delete the requested Email Data within thirty (30) days and provide written confirmation, except to the extent retention is required by law or legal process or is necessary for an active, documented security investigation in which case Adaptive will complete deletion promptly after the conclusion of that investigation. Residual copies in Adaptive’s standard backup systems will be deleted in the ordinary course of Adaptive’s backup cycles and remain subject to these Terms until deleted.
7. Customer Responsibilities. In addition to Customer’s representations, warranties, and covenants under the MSA, Customer represents, warrants, and covenants that: (a) it has the legal authority, and has obtained and will maintain all rights, consents, and authorizations required under applicable law (including privacy, data protection, communications, wiretap, and employment laws), to collect, transmit, and make Email Data available to Adaptive for the processing described in these Terms, including providing all legally required notices to, and obtaining all legally required consents from, its Email Security Users; and (b) its use of the Email Security Product will comply with applicable law in each jurisdiction where it is deployed.
8. Product Disclaimer. THE EMAIL SECURITY PRODUCT RELIES ON AUTOMATED DETECTION METHODOLOGIES, INCLUDING AI-BASED CLASSIFICATION AND RISK SCORING, WHICH MAY PRODUCE FALSE POSITIVES OR FALSE NEGATIVES. EXCEPT AS EXPRESSLY SET FORTH IN THE TERMS, ADAPTIVE IS NOT LIABLE FOR LOSSES ARISING FROM ANY FALSE POSITIVE OR FALSE NEGATIVE OR ANY FAILURE OF THE PLATFORM TO DETECT, PREVENT, OR REMEDIATE ANY SECURITY THREAT, MALICIOUS COMMUNICATION, OR DATA EXPOSURE.
9. Indemnification. In addition to Customer’s indemnification obligations under the MSA, Customer shall defend, indemnify, and hold harmless Adaptive, its affiliates, and each of their respective officers, directors, employees, agents, contractors, and consultants (the “Adaptive Indemnitees”) against all Losses arising out of any Action resulting from: (a) Customer’s breach of Section 7 of these Terms; or (b) Customer’s use of the Email Security Product in violation of applicable law or the Terms.
10. Term and Termination

    The term of these Terms commences on the Effective Date and continues until the expiration of any Free Access Period or any term set forth on an Order Form (the “Email Security Term”).

    1. 10.1 Free Access Period. During any period in which Customer accesses or uses the Email Security Product, as authorized by Adaptive, without having executed an applicable Order Form (the “Free Access Period”), Customer may use the Email Security Product on an at-will basis, subject to the terms of these Terms and the MSA. No fees are payable during the Free Access Period, and neither Party is obliged to enter into an Order Form. The Free Access Period expires upon the earlier of: (i) the execution of an applicable Order Form, or (ii) fourteen (14) days from commencement of the evaluation period. Upon expiration of the Free Access Period without an applicable Order Form in effect, Customer’s right to access and use the Email Security Product ceases and Adaptive may disable access.
    2. 10.2 Order Form Period. Unless otherwise set forth in an applicable Order Form, each Order Form for the Email Security Product shall have an initial subscription term as set forth therein and shall automatically renew for successive periods of equal duration, unless either Party provides written notice of non-renewal to the other Party no fewer than thirty (30) days prior to the end of the then-current term (or such other notice period as may be specified in the applicable Order Form). Each Order Form may be terminated in accordance with the MSA. Upon expiration (including non-renewal) or termination of all applicable Order Forms, Customer’s right to access and use the Email Security Product under such Order Forms shall immediately cease.
    3. 10.3 Disclaimer. DURING ANY FREE ACCESS PERIOD THE EMAIL SECURITY PRODUCT IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND AND WITH NO SERVICE LEVEL, AVAILABILITY, OR SUPPORT COMMITMENT, AND ADAPTIVE MAY MODIFY OR SUSPEND IT AT ANY TIME. THIS SECTION 10.3 CONTROLS OVER ANY CONFLICTING WARRANTY, SERVICE LEVEL, AVAILABILITY, OR SUPPORT TERM IN THE MSA AS TO THE EMAIL SECURITY PRODUCT DURING THE FREE ACCESS PERIOD.
    4. 10.4 Limitation of Liability. ADAPTIVE’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO ANY FREE ACCESS PERIOD WILL NOT EXCEED USD $50,000, NOTWITHSTANDING ANY DIFFERENT LIMITATION OF LIABILITY IN THE MSA. NOTHING IN THIS SECTION 10.4 LIMITS LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.
    5. 10.5 Survival. Any provisions of these Terms that by their nature or terms are intended to survive expiration or termination shall so survive, including Sections 1, 6, 8, 9, and 10.4.

Customer accepts these Terms by checking a box, clicking “I accept,” or otherwise indicating acceptance through an online form, and the person accepting represents that they are authorized to bind Customer. These Terms may be amended only in writing and executed in counterparts.