Drift Net Securities
Terms of Service
General Policy for Drift Net products and services.
As of/in effect by: Feb. 2020
Terms of Service or General Terms and Conditions for Drift Net Services (“GTC”)
If a valid agreement exists between you (“Customer”) and Drift Net LLC, LLC (“Drift Net Securities”, Delaware Limited Liability Company) related to the subject matter hereof, those terms take precedence over these terms unless otherwise agreed by the Parties in relation to a specific Order Form.
These GTC may be updated from time to time as explained herein. Refer to these GTC regularly to ensure compliance. These GTC can be found at
Acceptance. Please read these GTC carefully before using (the “Website”) or the products or services offered by Drift Net Securities (the “Services”). These GTC take effect when you click an “I Accept” button or checkbox presented with these GTC or when you use any of the Services or Website, whichever occurs first. If you are agreeing to these GTC on behalf of Customer, you represent to Drift Net Securities that you have legal authority to bind Customer.
Modifications to this Agreement. Drift Net Securities may modify these GTC at any time by posting a revised version on this website (www.www.knowwhereschools.com/terms-of-service) or otherwise providing notice to Customer. By continuing to use the Services after the effective date of any modifications to these GTC, Customer agrees to be bound by the modified terms.
Revised February 6, 2020
2. USAGE RIGHTS AND RESTRICTIONS
2.1 Grant of Rights. Drift Net grants to Customer a non-exclusive, non-transferable and world-wide right to use the KnowWhere Campus Safety System (including its implementation and configuration), Software and Hardware Materials (as applicable) and Documentation solely for Customer’s and its Affiliates’ internal security operations. Permitted uses and restrictions of the Service also apply to Software and Hardware Materials and Documentation.
2.2 Authorized Users. Customer may permit Authorized Users to use the Service. Usage is limited to the Usage stated in the Order Form. Access credentials for the Service may not be used by more than one individual, but may be transferred from one individual to another if the original user is no longer permitted to use the Service. Customer is responsible for breaches of the Agreement caused by Authorized Users.
2.3 Acceptable Use Policy. In connection with Customer’s use of the Service, Customer shall not, and shall cause its employees, agents, contractors, and Users not to: (a) reverse engineer, disassemble, modify, decompile, create derivative works based upon, or otherwise alter the Software or Hardware; (b) introduce into the Software or Hardware any viruses, malware, or other software that may damage, detrimentally interfere with, intercept or expropriate any system, data or other personal information; (c) enable any individual or third party to use the Software or Hardware other than Users; (d) use the Software or Hardware in any manner which is competitive to Drift Net or Drift Net’s products or services, including in connection with any application, website or other product or service that also includes, features, endorses, or otherwise supports in any way a third party that provides services competitive to Drift Net’s products and services; (e) use the Software or Hardware or any part thereof to build independent data feeds or data stores to offer access to such information to any third parties; (f) use the Software or Hardware in any manner for any purpose which or might overburden, impair or disrupt Drift Net’s products or services or related servers or networks; (g) attempt to gain unauthorized access to the Software or Hardware or any part thereof; or (h) attempt to defeat, avoid, bypass, remove, deactivate or otherwise attempt to derive the source code or the underlying ideas, algorithms, structure or organization of the Software, Hardware, or Documentation.
Customer agrees that they and their authorized users will use the KnowWhere Campus Safety System in an appropriate manner and for the use cases set out in the Documentation. Customer is responsible for the conduct of its employees and agents, and to the extent those employees and agents have access to, and use the Passwords and Application or Hardware, Customer shall ensure that they are made aware of the relevant provisions of this Agreement and comply with this Agreement. Customer and its Users will not use the Drift Net Website, Application, or Hardware for any unauthorized purposes, including co-branding, framing or linking, without Drift Net’s prior written consent.
2.4 Verification of Use. Customer will monitor its own use of the Service and report any misuse of the system, including any Password breach to Drift Net via email at email@example.com. Drift Net may monitor use to verify compliance with Usage and the Agreement. Drift Net may also monitor the health of the system including the Software and Hardware components.
2.5 Suspension of Service. Drift Net may suspend or limit use of the Service if continued use may result in material harm to the Service or its users, or if the Customer has reported misuse of the Service. Drift Net will promptly notify Customer of the suspension or limitation. Drift Net will limit a suspension or limitation in time and scope as reasonably possible under the circumstances.
2.6 Mobile Access to Service. If applicable, Authorized Users may access certain Services through mobile applications obtained from third-party websites such as Android or Apple app store. The use of mobile applications may be governed by the terms and conditions presented upon download/access to the mobile application and by the terms of the Agreement.
3. DRIFT NET’S OBLIGATIONS
3.1 Provisioning. Drift Net provides access to the Service as described in the Agreement, including the necessary Hardware and Software.
3.2 Support. Drift Net provides support for the Service as referenced in the Order Form including installation of the Hardware and Software. The support provided by Drift Net is further governed by the Standard Service Level Agreement which can be found on this website (www.knowwhereschools.com/service-level-agreement). In no event will Drift Net have any responsibility to correct anything related to damage caused by, or arising out of, Customer’s improper use of the Software or Hardware or input Issues made by Customer. Drift Net will have no responsibility to make changes to the Software or Hardware in order to make it compatible with changes in Customer’s computer equipment.
3.3 Security. Drift Net uses reasonable security technologies in providing the Service.
Such addresses are not used for any other purpose and are not shared with outside parties.
3.4 Modifications. The Service and Drift Net’s Policies may be modified by Drift Net. Drift Net will inform Customer of modifications by email, the support portal, release notes, Documentation or the Service. The information will be delivered by email if the modification is not solely an enhancement. Modifications may include optional new features for the Service, which Customer may use subject to the then-current Supplement and Documentation.
3.5 Analyses. Drift Net may create analyses utilizing, in part, Customer Data and information derived from Customer’s use of the Service, as set forth below (“Analyses”). Analyses will anonymize and aggregate information. Unless otherwise agreed, personal data contained in Customer Data is only used to provide Drift Net analyses that will improve the Service. Analyses may be used for the following purposes:
product improvement (in particular, product features and functionality, workflows and user interfaces) and development of new Drift Net products and services,
improving resource allocation and support,
internal demand planning,
training and developing machine learning algorithms,
improving product performance,
verification of security and data integrity
identification of trends and developments, creation of indices and anonymous benchmarking
3.6 Upgrades. During the Term of this Agreement, Drift Net shall provide to Client, at no charge, updates, upgrades, and enhancements (“Updates”) to the Software, which are developed and published by Drift Net, and are made generally available to Users of the Modules. All Updates will become part of the Service, and Drift Net will be free to license the Updates to others. No Update will remove any material functionality from the Service without Customer’s prior written consent.
4. CUSTOMER DATA
4.1 Customer Data. Customer is responsible for the Customer Data and entering it into the Service. Customer grants to Drift Net a nonexclusive right to process Customer Data solely to provide and support the Service.
4.2 Personal Data. Customer will collect and maintain all personal data contained in the Customer Data in compliance with applicable data privacy and protection laws.
4.3 Security. Customer will maintain reasonable security standards for its Authorized Users’ use of the Cloud Service. Customer will not conduct or authorize penetration tests of the Cloud Service without advance approval from Drift Net.
4.4 Access to Customer Data. During the Subscription Term, Customer can access its Customer Data at any time. Customer may export and retrieve its Customer Data in a standard format. Export and retrieval may be subject to technical limitations, in which case Drift Net and Customer will find a reasonable method to allow Customer access to Customer Data. Before the Subscription Term expires, if available, Customer may use Drift Net’s self-service export tools (as available) to perform a final export of Customer Data from the Cloud Service. Alternatively, Customer may request data export through support ticket. At the end of the Agreement, Drift Net will delete the Customer Data remaining on servers hosting the Service unless applicable law requires retention. Retained data is subject to the confidentiality provisions of the Agreement. In the event of third party legal proceedings relating to the Customer Data, Drift Net will cooperate with Customer and comply with applicable law (both at Customer’s expense) with respect to handling of the Customer Data.
5.1 Fees and Payment. Customer will pay fees as stated in the Order Form within 30 days of receiving the Service. After prior written notice, Drift Net may suspend Customer’s use of the Cloud Service until payment is made. Customer cannot withhold, reduce or set-off fees owed during the Subscription Term. All Order Forms are non-cancellable and fees non-refundable unless governed by a separate agreement with Drift Net Securities. Payments will be made through the method preferred by the Customer, limited to ACH transfer, card, or check.
5.2 Payment Terms. Unless otherwise noted in the Order Form, the subscription fee stated in the Order Form is payable annually for the full amount of a year of the Service. The subscription fee is due on the anniversary of the date that the Customer received the Service.
6. TERM AND TERMINATION
6.1 Term. Unless otherwise noted in the Order Form, the Subscription Term for the Service is three (3) years. Thereafter, this Agreement will automatically renew for successive one-year periods (each a “Renewal Term”) unless one Party notifies in writing the other Party at least ninety (90) days prior to the end of the then current Initial Term or Renewal Term.
6.2 Termination. (a) Each Party may terminate this Agreement upon written notice to the other party if the other Party becomes the subject of a petition in bankruptcy or any similar proceeding relating to insolvency, receivership or reorganization and if such petition or proceeding is not dismissed within sixty (60) days of filing. If such proceeding is involuntary and is contested in good faith, this Agreement will terminate only after the passage of one hundred twenty (120) days without the dismissal of such proceeding. (b) Drift Net may terminate this Agreement in its entirety, upon written notice thereof to Customer if Customer commits any material breach of this Agreement that is (i) curable by Customer and Customer fails to cure such breach within thirty (30) days after Customer’s receipt of notice thereof or (ii) not reasonably capable of being cured. (c) Customer may terminate this Agreement in its entirety, upon written notice thereof to the Customer if Drift Net commits any material breach of this Agreement that is (i) due to a technical issue, performance issue, or any other issue that arises concerning the effectiveness or use of the Software or Hardware and Drift Net fails to cure such breach within one-hundred eighty (180) days after Drift Net’s receipt of notice thereof, or (ii) not due to a technical issue, and Drift Net fails to cure such breach within thirty (30) days after Drift Net’s receipt of notice thereof. (d) Upon termination of this Agreement, Customer (i) shall immediately cease, and cause its Users to cease, all access and use of the Software and Hardware, (ii) shall not make or retain copies of any confidential items or Confidential Information provided by Drift Net, and (iii) shall immediately return all such Confidential Information, Hardware, and Documentation to Drift Net.
6.3 Refunds and Payments. For a Customer termination under 6.2(c), Customer will be entitled to: (i) pro-rata refund in the amount of the unused portion of prepaid fees for the terminated subscription calculated as of the effective date of termination, and (ii) a release from the obligation to pay fees due for periods after the effective date of termination.
7.1 Ownership. Drift Net warrants that: (i) it has full title to the Service and the Documentation, or has the right to provide Customer with access to the Service and Documentation as set forth in this Agreement; (ii) Drift Net has no knowledge of any claim or threatened claim of infringement of any patent, copyright, trade secret, trademark or other third-party proprietary right with respect to the Service or Documentation; and (iii) during the Term of this Agreement, the Service will perform in accordance with the Documentation.
7.2 Good Industry Practice. Drift Net warrants that it will provide the Service: (i) in substantial conformance with the Documentation; and (ii) with the degree of skill and care reasonably expected from a skilled and experienced global supplier of services substantially similar to the nature and complexity of the Service.
7.3 Remedy. Customer’s sole and exclusive remedies and Drift Net’s entire liability for breach of the warranty under Section 7.2 will be: (i) the re-performance of the deficient Service within 180 days after a report of deficiencies is made and acknowledged by Drift Net, and (ii) if Drift Net fails to re-perform, Customer may terminate its subscription for the affected Service. Any termination must occur within three months of Drift Net’s failure to re-perform.
7.4 Warranty Exclusions. The warranties in Sections 7 will not apply if: (i) the Service is not used in accordance with the Agreement or Documentation, (ii) any non-conformity is caused by Customer, or by any product or service not provided by Drift Net, or (iii) the Service was provided for no fee.
7.5 Disclaimer. Except as expressly provided in the Agreement, neither Drift Net nor its subcontractors make any representation or warranties, express or implied, statutory or otherwise, regarding any matter, including the merchantability, suitability, originality, or fitness for a particular use or purpose, non-infringement or results to be derived from the use of or integration with any products or services provided under the Agreement, or that the operation of any products or services will be secure, uninterrupted or error free. Customer agrees that it is not relying on delivery of future functionality, public comments or advertising of Drift Net or product roadmaps in obtaining subscriptions for any Service.
8. Limitations of warranties. Except as set forth in section 7, the software, documentation, hardware and drift net’s services are provided “as is” and “as available,” with all faults and defects. Without limiting the generality of the foregoing, to the maximum extent permitted by applicable law, drift net disclaims all warranties, express, implied, and statutory, with respect to the software, documentation, and hardware and drift net’s services including warranties of accuracy, completeness, adequacy, integrity, timeliness, non-infringement, title, non-interference, error-free or uninterrupted service, merchantability, fitness for a particular purpose and any warranties that may be implied from usage of trade, course of dealing, or course of performance, and drift net is not providing any guarantee regarding outcomes or risks, or that any or all security threats or risks will be identified for client. The parties agree that (a) the disclaimers and limitations of liability set forth in this agreement represent a valuable and necessary inducement for drift net and client to enter into this agreement and the agreed upon allocation of risk with respect hereto, and (b) such disclaimers and limitations shall not cause this agreement to, and neither party shall claim that this agreement does, fail of its essential purpose for lack of remedy or otherwise.
9. Limitation of Liability: Except for Drift Net’s obligations under Sections 3, 4 and 7, in no event will Drift Net’s cumulative liability for any claims arising in connection with this Agreement exceed the total fees paid to Drift Net by Client in the twelve (12) months preceding the date on which Drift Net is provided notice of the first claim giving rise to liability. In no event will Drift Net be liable for any indirect, consequential, special, exemplary, or incidental damages arising out of, or otherwise relating to, the use or performance of the Application or Hardware, whatever kind, and however caused even if Drift Net should have known of the possibility or likelihood of such damages. Drift Net shall be not liable for any damages, loss of property, or for any indirect, consequential, special, exemplary, or incidental damages arising out of, or otherwise relating to, the Installation, whatever kind, and however caused even if Drift Net should have known of the possibility or likelihood of such damages.
10. THIRD PARTY CLAIMS
10.1 Claims Brought Against Drift Net. Customer will defend Drift Net against claims brought against Drift Net and its Affiliates and subcontractors by any third party related to the Service. Customer will indemnify Drift Net against all damages finally awarded against Drift Net and its Affiliates and subcontractors (or the amount of any settlement Customer enters into) with respect to these claims.
11.1 Use of Confidential Information. The receiving party will protect all Confidential Information of the disclosing party as strictly confidential to the same extent it protects its own Confidential Information, and not less than a reasonable standard of care. Receiving party will not disclose any Confidential Information of the disclosing party to any person other than its personnel, representatives or Authorized Users whose access is necessary to enable it to exercise its rights or perform its obligations under the Agreement and who are under obligations of confidentiality. Customer will not disclose the Agreement or the pricing to any third party. Confidential Information of either party disclosed prior to execution of the Agreement will be subject to Section 11.In the event of legal proceedings relating to the Confidential Information, the receiving party will cooperate with the disclosing party and comply with applicable law (all at disclosing party’s expense) with respect to handling of the Confidential Information.
11.2 Publicity. Neither party will use the name of the other party in publicity activities without the prior written consent of the other, except that Customer agrees that Drift Net may use Customer’s name in customer listings or quarterly calls with its investors or, at times mutually agreeable to the parties, as part of Drift Net’s marketing efforts (including reference calls and stories, press testimonials, site visits, participation). Customer agrees that Drift Net may share information on Customer with its Affiliates for marketing and other business purposes and that it has secured appropriate authorizations to share Customer employee contact information with Drift Net.
12.1 Severability. If any provision of the Agreement is held to be invalid or unenforceable, the invalidity or unenforceability will not affect the other provisions of the Agreement.
12.2 No Waiver. A waiver of any breach of the Agreement is not deemed a waiver of any other breach.
12.3 Electronic Signature. Electronic signatures that comply with applicable law are deemed original signatures.
12.4 Regulatory Matters. Drift Net Confidential Information is subject to export control laws of various countries, including the laws of the United States. Customer will not submit Drift Net Confidential Information to any government agency for licensing consideration or other regulatory approval, and will not export Drift Net Confidential Information to countries, persons or entities if prohibited by export laws.
12.5 Notices. All notices will be in writing and given when delivered to the address set forth in an Order Form with copy to the legal department. Notices by Drift Net relating to the operation or support of the Service may be in the form of an electronic notice to Customer’s authorized representative or administrator identified in the Order Form.
12.6 Assignment. Without Drift Net’s prior written consent, Customer may not assign or transfer the Agreement (or any of its rights or obligations) to any party. Drift Net may assign the Agreement to Drift Net Affiliates.
12.7 Subcontracting. Drift Net may subcontract parts of the Cloud Service or Consulting Services to third parties. Drift Net is not responsible for breaches of the Agreement caused by its subcontractors.
12.8 Relationship of the Parties. The parties are independent contractors, and no partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties is created by the Agreement.
12.9 Force Majeure. Any delay in performance (other than for the payment of amounts due) caused by conditions beyond the reasonable control of the performing party is not a breach of the Agreement. The time for performance will be extended for a period equal to the duration of the conditions preventing performance.
12.10 Governing Law. The Agreement and any claims relating to its subject matter will be governed by and construed under the laws of the State of Illinois, without reference to its conflicts of law principles. All disputes will be subject to the exclusive jurisdiction of the courts located in Cook County, Illinois. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act (where enacted) will not apply to the Agreement. Either party must initiate a cause of action for any claim(s) relating to the Agreement and its subject matter within one year from the date when the party knew, or should have known after reasonable investigation, of the facts giving rise to the claim(s).
12.11 Entire Agreement. The Agreement constitutes the complete and exclusive statement of the agreement between Drift Net and Customer in connection with the parties’ business relationship related to the subject matter of the Agreement. All previous representations, discussions, and writings (including any confidentiality agreements) are merged in and superseded by the Agreement and the parties disclaim any reliance on them. The Agreement may be modified solely in writing signed by both parties, except as permitted under Section 3.4. An Agreement will prevail over terms and conditions of any Customer-issued purchase order, which will have no force and effect, even if Drift Net accepts or does not otherwise reject the purchase order.
How To Contact Us
Should you have other questions or concerns about these terms, please call us (from 9am-5pm EST Monday-Friday) at +1 (773) 469-6554, or send us an email to Info@driftnet.net.