Corridor Terms of Service
Last Updated and Effective Date: October 20, 2025
This Terms of Service Agreement (this "Agreement") is between the person or entity agreeing to the terms of this Agreement ("Customer," "you," or "your") and Corridor Security Inc., a Delaware corporation ("Corridor," "we," or "us"). Corridor and Customer may be referred to herein collectively as the "Parties" or individually as a "Party." If you are entering into this Agreement on behalf of your organization, that organization is deemed to be the Customer.
IMPORTANT – PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS THAT GOVERN THE USE OF THE CORRIDOR SERVICE (AS DEFINED BELOW). BY SUBMITTING AN ORDER FORM (AS DEFINED BELOW) TO PURCHASE ACCESS TO OR USE OF THE CORRIDOR SERVICE, OR BY CLICKING "I ACCEPT," OR OTHERWISE PROCEEDING WITH THE USE OF THE CORRIDOR SERVICE (OR ANY PART THEREOF), YOU: (1) ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT, INCLUDING ALL OF THE TERMS AND CONDITIONS SPECIFIED OR REFERENCED BELOW; (2) REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT, INCLUDING ALL OF THE TERMS AND CONDITIONS SPECIFIED OR REFERENCED BELOW, ON BEHALF OF THE CUSTOMER; AND (3) AGREE THAT CUSTOMER IS ENTERING INTO THIS AGREEMENT WITH CORRIDOR.
IF CUSTOMER DOES NOT AGREE WITH ALL OF THE TERMS OF THIS AGREEMENT, OR YOU DO NOT HAVE AUTHORITY TO BIND CUSTOMER TO THIS AGREEMENT, DO NOT PURCHASE A SUBSCRIPTION TO THE CORRIDOR SERVICE OR OTHERWISE ACCESS OR USE THE CORRIDOR SERVICE, OR ANY PART THEREOF.
1. Definitions.
1.1. "Admin Users" means Customer's employees, consultants, contractors, and agents who are authorized by Customer to use the Corridor Service, to whom Customer (or Corridor at Customer's request) has supplied access credentials, and who have permissions to administer Customer's account within the Corridor Service in addition to accessing and using all other features of the Corridor Service applicable to Customer's Subscription pursuant to this Agreement.
1.2. "Aggregated Data" has the meaning given to such term in Section 5.3.
1.3. "Authorized Users" means Admin Users, Developer Users, and Platform Users, collectively.
1.4. "Beta Features" has the meaning given to such term in Section 2.4.
1.5. "Corridor Property" means the Corridor Service, the Documentation, and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing. For the avoidance of doubt, Corridor Property includes Aggregated Data, and any information, data, or other content derived from Corridor's provision of the Corridor Service but does not include Customer Property.
1.6. "Corridor Service" means, as applicable, the operation of and provision of access to the Hosted Services and the Plugin, and any AI Features, Beta Features, and Support that are made available or provided by Corridor to Customer under this Agreement.
1.7. "Corridor Software" has the meaning given to such term in Section 2.6.
1.8. "Customer Data" means information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Corridor Service, input into the AI Features, or otherwise provided or made available to Corridor by Customer or any Authorized User in connection with the use of the Corridor Service; provided that, for purposes of clarity, Customer Data does not include Aggregated Data.
1.9. "Customer Property" has the meaning given to such term in Section 5.3.
1.10. "Dashboard" means the user interface that enables Platform Users to access features within the Hosted Services that may include the following: (a) view all code submitted or transmitted by Authorized Users to the Hosted Services or otherwise made available by Authorized Users to Corridor (including, without limitation, via Corridor's access to the Repositories in accordance with this Agreement); (b) view prompts and other interactions submitted, transmitted, or otherwise made available by any Authorized User to Corridor; (c) review Corridor security findings on any code submitted or otherwise made available by Authorized Users to Corridor; (d) review and update security rules; and (e) review remediations proposed or implemented.
1.11. "Developer Users" means Customer's employees, consultants, contractors, and agents who are authorized by Customer to access and use the Corridor Service, excluding the Dashboard, under the rights applicable to Customer's Subscription pursuant to this Agreement, subject to any limitations set forth in the applicable Order Form.
1.12. "Documentation" means Corridor's then-current technical and functional documentation for the Hosted Services, Dashboard, and Plugin, as made available on Corridor's website or otherwise made available to Customer hereunder.
1.13. "Hosted Services" means Corridor's proprietary hosted software security platform as made available by Corridor to Customer and its Authorized Users from time to time.
1.14. "IDE" has the meaning given to such term in Section 2.2.
1.15. "Order Form" means: (a) the purchase order, order form, or other ordering document entered into by the Parties that incorporates this Agreement by reference; or (b) if Customer registered for the Corridor Service through Corridor's or a Third Party Marketplace Provider's online ordering process, the results of such online ordering process.
1.16. "Platform Users" means Customer's employees, consultants, contractors, and agents who have been granted permissions by Customer to access the Dashboard and take certain actions within the Dashboard in addition to accessing and using all other features of the Corridor Service applicable to Customer's Subscription pursuant to this Agreement.
1.17. "Plugin" means the software plugin that is made available by Corridor to Customer and its Authorized Users for download and which enables the integration of the Hosted Services with Customer's IDE.
1.18. "Repositories" has the meaning given to such term in Section 2.2.
1.19. "Subscription" means Customer's subscription license to access the Corridor Service as specified in the applicable Order Form.
1.20. "Subscription Term" means the term of Customer's subscription license to access the Corridor Service as specified in the applicable Order Form, and any renewal(s) thereof pursuant to Section 6.1.
1.21. "Support" has the meaning given to such term in Section 2.6.
1.22. "Third Party Marketplace Provider" has the meaning given to such term in Section 2.9.
1.23. "Usage Data" has the meaning given to such term in Section 5.3.
1.24. "Usage Parameters" means the maximum number of Authorized Users (if any), pull requests, and Repositories specified on the applicable Order Form(s) and any other parameters or restrictions applicable to the Subscription purchased by Customer and otherwise specified in the Documentation, Order Form, or in writing by Corridor regarding the use of the Corridor Service by Customer and its Authorized Users.
2. Access to the Corridor Service.
2.1. Hosted Services and Documentation. Subject to the terms and conditions of this Agreement, Corridor grants to Customer during the Subscription Term (as defined below) or a Trial Period (as defined in and subject to Section 2.3 below), a personal, non-exclusive, non-transferable (except as expressly permitted in Section 13.7), non-sublicensable, limited right to access and use, and permit its Authorized Users to access and use, solely for Customer's internal business purposes and in accordance with this Agreement, (a) the Hosted Services, over the internet and in accordance with the Documentation, and subject to any applicable Usage Parameters and user permission levels; and (b) the Documentation, solely in connection with Customer's use of the Corridor Service.
2.2. Plugin License. Subject to the terms and conditions of this Agreement, Corridor grants to Customer during the Trial Period and Subscription Term (subject to Section 2.3 below), a non-exclusive, non-transferable (except as expressly permitted in Section 13.7), non-sublicensable, license to, and to permit its Authorized Users to, download, install, and use the Plugin, solely: (a) in object code or script form for Customer's internal use of the Plugin; (b) for the purposes of connecting the Hosted Services to Customer's IDE (including telemetry data and the coding agent therein); and (c) in accordance with this Agreement and the Documentation, and subject to any applicable Usage Parameters. You acknowledge that the Plugin may be updated without prior notice. Corridor will make available each update or new version of the Plugin to you when they are generally released to other licensees of the Plugins. "IDE" means the integrated development environment used by Customer for software development and which (i) is owned and operated by a third party provider; and (ii) may be integrated with the Hosted Services via the Plugin pursuant to Customer's Subscription under this Agreement. "Repositories" means Customer's source code repositories (e.g., GitHub, GitLab, etc.) to which Customer authorizes Corridor's access in accordance this Agreement.
2.3. Trial Version. Notwithstanding Sections 2.1 and 2.2, if Customer has obtained access to the Corridor Service on a trial basis (the "Trial Version"), the licenses and rights set forth in Sections 2.1 and 2.2 are granted to Customer by Corridor for the trial period set forth on the Order Form (the "Trial Period"), solely for Customer's own internal evaluation purposes, and subject to any and all technical limitations implemented by Corridor in the Trial Version. Unless otherwise set forth on the Order Form, the Subscription Term will automatically commence upon expiration of the Trial Period, unless Customer has provided Corridor with prior written notice of its intent to terminate the Agreement or Order Form prior to such expiration.
2.4. Beta Features. If Customer elects to access any Beta Features, Corridor grants to Customer a non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Beta Features solely for Customer's internal evaluation and subject to any and all technical limitations implemented in the Beta Features and any other applicable limitations by Corridor for the Beta Features. Beta Features are provided as-is, are not supported, and may be subject to additional terms as specified by Corridor in writing or in the applicable Documentation for the Beta Features. Nothing in this Agreement requires or otherwise obligates Corridor to make available any Beta Features to Customer. Corridor reserves the right to terminate Customer's access to any Beta Features at any time, for any reason. "Beta Features" means any beta versions of and beta features and functionality of the Hosted Services, Plugin, and Dashboard, which are clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description, and made available by Corridor to Customer hereunder.
2.5. AI Features. The Hosted Services utilize or integrate certain generative artificial intelligence and other machine learning functionality or features ("AI Features") which may be developed and owned by Corridor or third parties. Certain AI Features provided by third parties may be subject to additional terms, conditions, or policies (collectively, "AI Policies"). Customer shall ensure its Authorized Users use the AI Features in accordance with the authorized use of the Hosted Services as set forth in this Agreement and any applicable AI Policies. Corridor's current list of third-party AI Features and any applicable AI Policies are available at https://trust.corridor.dev/subprocessors. Corridor and any third parties shall not use (a) any Customer Data (including in the form of prompts or queries) input by or on behalf of Customer into the AI Features ("AI Input"); (b) output generated through the submission of AI Input to the AI Features ("AI Output") based on Customer Data; or (c) any Customer Data processed using the AI Features, for any reason other than as necessary to provide Customer the AI Features as part of the Hosted Services or as expressly permitted in this Agreement, as required by law, or as necessary to enforce any AI Policies. Corridor may use Customer Data, or any AI Input or AI Output based on Customer Data for training, improving, or developing its AI Features or other machine learning models. Customer acknowledges, understands, and agrees that: (i) artificial intelligence and machine learning are rapidly evolving fields of study; (ii) given the probabilistic nature of machine learning, use of the AI Features may in some situations result in incorrect AI Output that does not accurately reflect real people, places, or facts or conform to Customer's specifications, prompts or requirements; and (iii) Customer is responsible for evaluating the accuracy of any AI Output as appropriate for Customer's use case, including by using manual human review of the AI Output. Without limitation to Section 2.7, Customer will not, and will not permit any Authorized User or other person to: (1) use the AI Features or any AI Output to develop, train or improve any AI or ML models (separate from authorized use of the Hosted Services under this Agreement); (2) represent any AI Output as being approved or vetted by Corridor or our affiliates, personnel, service providers, agents, or representatives; or (3) represent any AI Output as being an original work or a wholly human-generated work. AI OUTPUTS ARE GENERATED THROUGH MACHINE LEARNING PROCESSES AND ARE NOT TESTED, VERIFIED, ENDORSED, OR GUARANTEED TO BE ACCURATE, COMPLETE, OR CURRENT BY CORRIDOR. CUSTOMER IS SOLELY RESPONSIBLE FOR VERIFYING THAT ALL AI OUTPUT ARE ACCURATE AND APPROPRIATE FOR ANY AND ALL OF CUSTOMER'S USE CASES OR APPLICATIONS.
2.6. Support. During the Subscription Term (subject to Customer's payment of applicable fees), Corridor will use commercially reasonable efforts to provide Customer with basic remote technical support services for Customer's use of the Hosted Services (including the AI Features), Plugin, and Dashboard (collectively, "Corridor Software"), via Corridor's standard support channels during Corridor's normal business hours (such support services, "Support"), in accordance with Corridor's then-current Support terms and conditions.
2.7. Restrictions. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users or any other third party to: (a) use or allow access to the Corridor Service, or any part thereof, for any purposes beyond the scope of the access granted in this Agreement or in a manner that circumvents contractual usage restrictions or that exceeds any applicable Usage Parameters or restrictions; (b) license, sub-license, sell, re-sell, rent, lease, transfer, distribute, time share or otherwise make any portion of the Corridor Service (or any part thereof) available for access by third parties except as otherwise expressly provided in this Agreement; (c) access or use the Corridor Service (or any part or component thereof) for the purpose of developing competitive products or services or for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purpose; (d) reverse engineer, disassemble, decompile, decode, copy, adapt, or otherwise attempt to derive or gain access to any software component of the Corridor Service, in whole or in part; (e) use the Corridor Service (or any part thereof) in any way, including, without limitation, to store, transmit, or upload any material or content, that violates or infringes upon the rights of a third party, including those pertaining to: contract, intellectual property, privacy, or publicity; (f) upload, distribute, or disseminate any unlawful, defamatory, pornographic, harassing, abusive, fraudulent, obscene, or otherwise objectionable content through or in connection with the use of the Corridor Service (or any part thereof); (g) remove, alter, or obscure in any way any proprietary rights notices of Corridor or its licensors and suppliers on or within any part of the Corridor Service; (h) interfere with or disrupt the integrity or performance of the Corridor Service, or any related system, network, or data, or cause or aid in the cause of the destruction, manipulation, removal, disabling, or impairment of any portion of the Corridor Service; (i) take any action that imposes an unreasonable or disproportionately large load on the Corridor Service (or any part or component thereof), or its underlying infrastructure and systems; (j) bypass or breach any security device or protection used by the Corridor Service or otherwise attempt to gain unauthorized to the Corridor Service or its related systems or networks except as permitted under Corridor's vulnerability disclosure policy located at https://corridor.dev/security; (k) frame, mirror, or utilize framing techniques to enclose the Corridor Service or any portion thereof; (l) use any meta tags, "hidden text", robots, spiders, crawlers, or other tools, whether manual or automated, to collect, scrape, index, mine, republish, redistribute, transmit, sell, license or download the Corridor Service (or any part thereof) or the personal information of others without Corridor's prior written permission or authorization; or (m) use the Corridor Service to store or transmit any code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs, and trojan horses.
2.8. Third Party Products. The Corridor Service may contain links to, or otherwise allow Customer to connect to or use, certain third party products, IDEs, Repositories, data, services, websites, applications, software, scripts, or APIs (all of the foregoing, collectively "Third Party Products"). For purposes of this Agreement, such Third Party Products are subject to their own terms and conditions, which are solely between Customer and the applicable provider of the Third Party Products. If Customer does not agree to abide by the applicable terms for any such Third Party Products, then Customer should not connect to or use such Third Party Products. By authorizing Corridor to transmit Customer Data from Third Party Products into the Corridor Service, Customer represents and warrants to Corridor that it has all right, power, and authority to provide such authorization.
2.9. Third Party Marketplace Providers. If you access the Corridor Service through a Corridor authorized third party marketplace ("Third Party Marketplace"), you may only use the Corridor Service in compliance with the applicable terms and policies in place between you and the third party provider of such marketplace ("Third Party Marketplace Provider"), which are solely between you and such provider. By accessing the Corridor Service through the Third Party Marketplace, Customer (a) expressly authorizes Corridor or the Third Party Marketplace Provider to transmit Customer Data from such Third Party Marketplace to the Corridor Service, including, without limitation, Customer's and its Authorized Users' user email addresses, team name and description, resource ID, access tokens, installation ID, project information (e.g., project ID, name, branch, GitHub URL, etc.), and invoice information; and (b) represents and warrants to Corridor that it has all right, power, and authority to provide such authorization.
2.10. Suspension or Termination. Notwithstanding anything to the contrary in this Agreement, Corridor may, or may require the Third Party Marketplace Provider to (as applicable), suspend, terminate, or otherwise deny Customer's and any Authorized User's access to or use of all or any portion of the Corridor Service if: (a) Corridor receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires Corridor to do so; or (b) Corridor believes, in its good faith and reasonable discretion, that: (i) Customer or any Authorized User has failed to comply with any term of this Agreement, including payment obligations, or accessed or used the Corridor Service beyond the scope of the rights granted or for a purpose not authorized under this Agreement; (ii) Customer or any Authorized User is, has been, or is likely to be involved in any fraudulent, misleading, or unlawful activities relating to or in connection with any part of the Corridor Service; or (iii) Customer's or any Authorized User's use of the Corridor Service disrupts or poses a security risk to the Corridor Service or to any other customer or vendor of Corridor; (c) this Agreement expires or is terminated; (d) any vendor of Corridor has suspended or terminated Corridor's access to or use of any Third Party Products required to enable Customer to access the Corridor Service; or (e) if Customer accesses the Corridor Service through a Third Party Marketplace, (i) Customer or any Authorized User has violated the terms or policies between Customer and the Third Party Marketplace Provider, or (ii) the Third Party Marketplace Provider or any of its vendors has suspended or terminated Corridor's or such Third Party Marketplace Provider's use of any third party services or products required to enable Customer to access the Corridor Service through the Third Party Marketplace. Corridor shall use commercially reasonable efforts to provide written notice of any suspension to Customer and to provide updates regarding resumption of access to the Corridor Service following any suspension. Corridor shall use commercially reasonable efforts to resume, or request that the Third Party Marketplace Provider resume (as applicable), providing access to the Corridor Service as soon as reasonably possible after the event giving rise to the suspension is cured. Corridor will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a suspension.
3. Customer Obligations.
3.1. Accounts. In order to use the Corridor Service, Customer and each Authorized User must register an account ("Account"). Customer shall ensure that its Authorized Users, provide and maintain Account registration information, which may include, name, location, e-mail address or other contact information, and billing information, relating to Customer and any Authorized Users, that is true, accurate, current, up to date, and complete. Customer shall not, and shall not permit any Authorized User or other third party to, create an Account or sign up to access the Corridor Service using a false identity or fictitious name or information. Customer is solely responsible for maintaining the confidentiality of and protecting Customer's and its Authorized Users' passwords, license keys, and other access credentials, as applicable, for the Account. Customer is solely responsible for any activity occurring under the Account, including, without limitation, any access of the Account by Authorized Users or sub-accounts created by Authorized Users under the Account, regardless of whether such activity is authorized by Customer. Customer shall notify Corridor immediately of any unauthorized use of or access to Customer's or any Authorized User's Account.
3.2. Third Party Account. You may link your Account with Third Party Accounts, by allowing Corridor to access your Third Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third Party Account. You represent that you are entitled to disclose your Third Party Account login information to Corridor and grant Corridor access to your Third Party Account without breach by you of any of the terms and conditions that govern your use of the applicable Third Party Account and without obligating Corridor to pay any fees or making Corridor subject to any usage limitations imposed by such third party service providers. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT WITH SUCH THIRD PARTY SERVICE PROVIDERS, AND CORRIDOR DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD PARTY ACCOUNTS. "Third Party Account" means Customer's or the Authorized User's valid account on a third party application or service with which Corridor permits you to log in to your Account via an identity service.
3.3. Customer Administration. Customer may designate an Admin User or Admin Users to administer and manage Customer's Account, which includes, without limitation, the right to invite other Authorized Users to access and use the Corridor Service on behalf of Customer and to assign certain permissions and access rights to each Authorized User. Customer acknowledges and agrees that depending on the permissions granted to an Authorized User, such Authorized User may be able to (a) subsequently invite or enable other Authorized Users with the same access and ability to use the Corridor Service, and each such additional Authorized User will be deemed an Authorized User under Customer's Account; (b) have the ability to view Customer Data that is connected to Customer's Account (including, without limitation, prompts and interactions from other Authorized Users, security findings, and remediations proposed or implemented); (c) create, assign, and edit Order Forms and engage in full messaging functionality within the Corridor Service; and (d) review and update security rules. Customer acknowledges and agrees that Customer is solely responsible and liable for its Admin Users' administration and management of Customer's Account, including, but not limited to, the inviting and granting of access to Customer's Account and the Corridor Service to Authorized Users.
3.4. Authorized Users. Customer shall (a) not permit any person other than Authorized Users to access and use the Corridor Service; and (b) ensure that Authorized Users use the Corridor Service solely in accordance with this Agreement and the applicable Usage Parameters. Customer is responsible for its Authorized Users' compliance with the terms and conditions of this Agreement, and any noncompliance of any Authorized User is deemed a breach of this Agreement by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized User's use of the Corridor Service and shall cause Authorized Users to comply with such provisions. Customer shall promptly notify Corridor of any breach of this Agreement by Customer or any of its Authorized Users.
3.5. Access to Repositories. Customer acknowledges that in order to use the Corridor Service, Customer must provide Corridor with access to its Repository or Repositories via: (a) provision of Customer's access credentials to such Repositories; or (b) any other manner specified by Corridor in the Documentation. Corridor shall access such Repositories solely to the extent reasonably necessary for Corridor to provide Customer the Corridor Service and other services hereunder or as otherwise expressly set forth herein.
3.6. Customer Responsibility. Customer is solely responsible for: (a) maintaining the confidentiality of and protecting Customer's and its Authorized Users' access credentials for the Account and the use thereof; (b) all information, instructions, and materials provided by or on behalf of Customer or any Authorized User in connection with the Corridor Service; (c) Customer's information technology infrastructure, including computers, software, databases, electronic systems, and networks, whether operated directly by Customer or through the use of third party services ("Customer Systems"); (d) all access to and use of the Corridor Service directly or indirectly by or through the Customer Systems or its or its Authorized Users' access credentials, with or without Customer's knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use; (e) implementing measures to allow Customer to backup and archive appropriately in order to restore availability and access to Customer Data in a timely manner in the event of a physical or technical incident; and (f) taking any appropriate steps to securely encrypt or pseudonymize any Customer Data.
3.7. Customer Data. Customer hereby grants to Corridor a non-exclusive, royalty-free, worldwide license to use (including through the use of subcontractors) the Customer Data solely to the extent reasonably necessary for Corridor to provide Customer the Corridor Service and other services hereunder. Customer is solely responsible for Customer Data, including its legality, reliability, accuracy and appropriateness, and determining who will receive access or copies to Customer Data. Customer represents and warrants that (a) Customer or its licensors own all right, title, and interest in and to Customer Data; and (b) Customer has all necessary rights and authorizations to grant the licenses to Corridor to Customer Data contemplated by this Agreement.
4. Fees and Taxes.
4.1. Fees. Upon commencement of the Subscription Term, Customer shall pay the applicable Subscription fees set forth on the applicable Order Form (the "Subscription Fees"). Except as otherwise set forth in the Order Form, the Subscription Fees payable by Customer will remain fixed during the Subscription Term unless Customer (a) exceeds any Usage Parameters or restrictions specified in the Order Form; or (b) upgrades the Subscription tier, increases the Usage Parameters, or subscribes to any additional features, functionality, or products which are subject to additional fees. Upon any increase in Subscription Fees as described above, Customer shall pay the Subscription Fees for such increase on pro-rated basis for the remainder of Customer's then-current Subscription Term, and all applicable Subscription Fees shall renew in full at the start of any subsequent renewal term.
4.2. Support Fees. Corridor's standard Support offering is included in the Subscription Fees. If Customer requests any additional or enhanced Support beyond the standard offering, such Support may be subject to additional fees. Any such additional fees will be as set forth in the applicable Order Form entered into by Customer and Corridor for the purchase of such Support.
4.3. Payment Terms. All fees are due and payable by Customer in advance, unless otherwise expressly and mutually agreed to by Customer and Corridor in writing. Invoiced fees are due and payable by Customer to Corridor within 30 days after Customer's receipt of the applicable invoice for such fees. If Customer fails to make any payment when due, and Customer has not notified Corridor in writing within ten days of the payment becoming due and payable that the payment is subject to a good faith dispute, then without limiting Corridor's other rights and remedies, Customer shall pay interest at the rate of 1.5% per month (or the maximum rate allowed by applicable law, whichever is lower) on amounts past due, and pay all reasonable costs, including attorneys' fees and costs, associated with Corridor's collection of past due amounts. If payment is not received when due or cannot be charged to Customer in advance, Corridor reserves the right to suspend or terminate Customer's and its Authorized User's access to Corridor Service or terminate this Agreement in accordance with Section 6.2(a). All fees will be paid in U.S. dollars, and except as otherwise expressly provided herein, are non-refundable and non-cancellable.
4.4. Third Party Payment Processor. For Subscriptions via Corridor's online ordering process, Corridor may use a third party payment processor ("Payment Processor"), such as Stripe, Inc. and its affiliates, to bill Customer through an account linked to the Corridor Service and for other payment services (e.g., card acceptance, merchant settlement, and related services). The processing of payments is subject to the terms, conditions, and privacy policies of the Payment Processor, and by making any purchase through the Service, Customer is bound by the terms and policies of the applicable Payment Processor, including Stripe's terms of service (currently accessible at https://stripe.com/us/terms) and privacy policy (currently accessible at https://stripe.com/us/privacy), and hereby consent and authorize Corridor and Stripe to share any information and payment instructions Customer provides with one or more Payment Processors to the minimum extent required to complete Customer's transactions. Customer shall pay Corridor, through the Payment Processor, all charges at the prices then in effect for any purchase in accordance with the applicable payment terms. Customer shall make payment using the credit card Customer provides with Customer's Account.
4.5. Third Party Marketplace Payment Processors. For Subscriptions obtained via a Third Party Marketplace, Customer shall pay all applicable fees and taxes related to use of the Corridor Service to the Third Party Marketplace Provider at Corridor's published rates, unless otherwise agreed by the Parties. Corridor may update the published rates, to be effective the earlier of 30 days after the updates are posted by the Third Party Marketplace Provider or Corridor, or Customer otherwise receives Notice (as defined below).
4.6. Taxes. The Subscription Fees and any other amounts payable by Customer under this Agreement are exclusive of exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, "Taxes"), and Customer is responsible for payment of all such Taxes (other than Taxes based on Corridor's income), and any related penalties and interest, arising from the payment of the fees, the delivery of Corridor Service, or performance of any services by Corridor hereunder. To the extent that Corridor is required by law to pay any such Taxes to any governmental or regulatory authority, Corridor may invoice Customer for such Taxes and Customer will pay such invoiced amounts in accordance with this Agreement.
5. Intellectual Property Ownership; Feedback.
5.1. Corridor Proprietary Rights. As between Customer and Corridor, Corridor or its licensors retain all right, title, and interest, including all intellectual property rights, in and to the Corridor Property and any and all modifications, enhancements, and improvements thereto. Corridor reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party, any intellectual property rights or other right, title, or interest in or to the Corridor Property.
5.2. Customer Proprietary Rights. As between Corridor and Customer, Customer shall retain all right, title, and interest, including all intellectual property rights, in and to the Customer Property. In addition, subject to Customer's compliance with this Agreement and the AI Policies, Corridor hereby assigns to Customer all Corridor's right, title, and interest, if any, in and to the AI Output. Customer acknowledges and agrees that due to the nature of machine learning, AI Output may not be unique to Customer, and the AI Features may generate the same or similar output for Corridor's other customers. Customer may obtain copies of the Customer Property from the Hosted Services at any time during the Subscription Term. "Customer Property" means Customer Data and AI Output, collectively.
5.3. Usage and Training Data; Aggregated Data. Corridor has the right to (a) collect, generate, and process information, metrics, analytics, and data relating to the use and performance of the Corridor Service and which may be derived from Customer Property (collectively, "Usage Data"); and (b) use Usage Data, AI Input, AI Output, and the data and information collected, transmitted, or made available (i) from Corridor's security scans of the Repositories; and (ii) by the Plugin from Customer's IDE, for Corridor's internal purposes of improving the Corridor Service, including the security thereof, and training, improving, developing, and enhancing Corridor's own AI Features or other algorithms and machine learning models, and for any other lawful purposes; provided that, Corridor will only disclose Usage Data to third parties, including subcontractors, for the purposes of facilitating the Corridor Service, to improve, test, and maintain the Corridor Service, to perform its other obligations and exercise its rights under this Agreement, or as otherwise required by law. In addition, notwithstanding anything to the contrary in this Agreement, Corridor may monitor Customer's use of the Corridor Service and collect and compile aggregated, anonymized, or deidentified data or information of similar form that is related to or derived from Customer Data or Usage Data and that does not permit identification of Customer or any individual or identity ("Aggregated Data"). As between Corridor and Customer, all right, title, and interest in Aggregated Data, and all intellectual property rights therein, belong to and are retained solely by Corridor. Customer acknowledges that Corridor may compile Aggregated Data based on Customer Data input into the Corridor Service. Corridor may (1) make Aggregated Data available to third parties including its other customers in compliance with applicable law; and (2) use Aggregated Data to the extent and in the manner permitted under applicable law.
5.4. Feedback. Customer acknowledges that if Customer or any of its Authorized Users submits or transmits any ideas, inventions, suggestions for improvement or discussions regarding any aspect of the Corridor Service (or any components thereof) or any other Corridor products or services, including without limitation, the functioning, features, and other characteristics thereof (collectively, "Feedback"), Corridor is free to use such Feedback without compensation or attribution to Customer or any Authorized User, and Customer hereby grants to Corridor a worldwide, irrevocable, royalty free, non-exclusive, sublicensable and transferable license under all intellectual property rights in and to the Feedback for Corridor to use for any purpose; provided that Corridor shall not identify Customer or any Authorized User as the source of the Feedback without Customer's prior written approval.
6. Term and Termination.
6.1. Term; Renewal. Unless earlier terminated by either Party in accordance with this Agreement, this Agreement commences on the Effective Date and will continue for the Subscription Term. Unless otherwise set forth on the applicable Order Form, each Subscription Term will automatically renew for successive terms equal to the initial Subscription Term, unless either Party provides the other written notice of non-renewal at least 30 days prior to the end of the then-current Subscription Term.
6.2. Termination. Either Party may terminate this Agreement immediately upon written notice if the other Party (a) materially breaches its obligations under this Agreement and does not remedy such material breach within 30 days of the date on which the breaching Party receives written notice of such breach from the non-breaching Party; or (b) becomes the subject of a petition in bankruptcy or any proceeding related to its insolvency, receivership or liquidation, in any jurisdiction, that is not dismissed within 60 days of its commencement, or makes an assignment for the benefit of creditor.
6.3. Effect of Termination. Upon expiration or termination of this Agreement, (a) Customer's and its Authorized Users' right to access and use the Corridor Service will terminate, and Customer will cease, and ensure its Authorized Users' cease, all use of the Corridor Service; and (b) except in the event of termination by Customer in accordance with Section 6.2(a) above, all outstanding fees will be immediately due and payable, including, without limitation, any Subscription Fees due and payable for the remainder of the then-current Subscription Term. For a period of 14 days following the expiration or termination of this Agreement, Corridor will provide Customer limited access to the Hosted Services for the purpose of exporting any Customer Property stored and available in the Hosted Services. After such 14-day period Corridor will have no further obligation with respect to any Customer Data. This Section and Sections 1, 4, 5, 7, 9, 10, 11, 12, and 13 survive any termination or expiration of this Agreement.
7. Confidentiality.
7.1. Definition. From time to time during the Subscription Term, either Party may disclose or make available to the other Party confidential or proprietary information about its products, services, intellectual property, and business, including any third party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media that: (a) is marked, designated, or otherwise identified as "confidential" or something similar at the time of disclosure or within a reasonable period of time thereafter; or (b) would be considered confidential by a reasonable person given the nature of the information or the context of its disclosure (collectively, "Confidential Information"). Confidential Information does not include information that: (i) is or becomes generally known to the public through no fault or breach of this Agreement by the receiving Party; (ii) rightfully known by the receiving Party at the time of disclosure; (iii) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (iv) independently developed by the receiving Party without use of, reference to, or reliance upon the disclosing Party's Confidential Information.
7.2. Use and Protection. The receiving Party shall (a) protect the confidentiality of the disclosing Party's Confidential Information using the same degree of care that it takes to protect its own confidential information and in no event using less than reasonable care; (b) use the Confidential Information solely for the purpose of fulfilling its obligations and exercising its rights under this Agreement; and (c) not disclose to any third party or cause to be disclosed any of the disclosing Party's Confidential Information, except as expressly permitted in this Section, unless authorized in writing by the disclosing Party. The receiving Party may disclose Confidential Information of the disclosing Party to its employees, contractors, agents, and other representatives (collectively, "Representatives") who have a legitimate need to know; provided that the receiving Party remains responsible for its Representatives' compliance with this Section 7, and such Representatives are bound by confidentiality obligations no less protective than this Section 7.
7.3. Required Disclosures. The receiving Party may disclose Confidential Information to the extent required in order to comply with the order of a court or other governmental body of competent jurisdiction, or as otherwise necessary to comply with applicable law; provided that, to the extent permitted by law, the receiving Party first provides to the disclosing Party prompt notice of such required disclosure to enable the disclosing Party to seek a protective order or other confidential treatment.
7.4. Return or Destruction. Upon the expiration or termination of the Agreement, or at the disclosing Party's request, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed.
8. Data Protection and Security.
8.1. Security Measures. Corridor shall implement and maintain appropriate industry-standard technical and organizational security measures reasonably designed to prevent unauthorized access to and disclosure of unencrypted Customer Data hosted in the Hosted Services or otherwise in Corridor's possession or control.
8.2. Personal Data. As between the parties, with respect to the collection, transmission, disclosure, processing, and use of any personally identifiable information through or in connection with the use of the Corridor Service ("Personal Data"), that is subject to any applicable laws, rules, or regulations pertaining to data privacy or data security ("Data Protection Laws"), Customer is the data controller and Corridor is merely a data processor or service provider as such terms are defined pursuant to Data Protection Laws. Customer represents and warrants that with respect to any Customer Data (including, without limitation, Personal Data) transmitted, hosted, stored or processed, or otherwise provided by Customer and its Authorized Users to Corridor in connection with the use of the Corridor Service, that: (a) Customer is in compliance with all Data Protection Laws; and (b) Customer has made all disclosures to, and obtained all permissions and approvals from, each applicable data source as may be necessary or required to transmit such data through the Corridor Service. Personal Data provided or collected through or in connection with the use of the Corridor Service shall only be used in accordance with this Agreement and our Privacy Policy located at https://corridor.dev/privacy. Customer shall execute or enter into any documents, agreements, statements, or policies reasonably deemed necessary or appropriate by Corridor to comply with any Data Protection Laws with respect to any Personal Data.
8.3. Sensitive and Restricted Data. Customer will not provide (or cause or permit to be provided) any Sensitive Data to Corridor for processing under the Agreement, and Corridor will have no liability whatsoever for Sensitive Data, whether in connection with a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to unencrypted Customer Data, or otherwise. "Sensitive Data" means (a) social security number, tax file number, passport number, driver's license number, or similar identifier (or any portion thereof); (b) credit or debit card number (other than the truncated (last four digits) of a credit or debit card); (c) employment, financial, credit, genetic, biometric or health information; (d) racial, ethnic, political or religious affiliation, trade union membership, information about sexual life or sexual orientation, or criminal record; (e) account passwords; (f) other information that falls within the definition of "special categories of data" under applicable Data Protection Laws; and (g) and any other data Customer does not have the right to process.
9. Disclaimer.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE CORRIDOR SERVICE (AND ANY PART THEREOF), TRIAL VERSION, AND ANY OTHER MATERIALS, CONTENT, OR SERVICES PROVIDED OR MADE AVAILABLE BY CORRIDOR, ARE PROVIDED "AS IS" AND "AS AVAILABLE", AND CORRIDOR AND ITS LICENSORS HEREBY DISCLAIM ALL REPRESENTATIONS, WARRANTIES, OR GUARANTEES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUALITY, TITLE, OR NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. CORRIDOR DOES NOT WARRANT OR MAKE ANY GUARANTEE THAT DEFECTS WILL BE CORRECTED OR THAT THE CORRIDOR SERVICE (OR ANY PART THEREOF, INCLUDING WITHOUT LIMITATION, ANY AI FEATURES), TRIAL VERSION, OR ANY OTHER MATERIALS OR SERVICES PROVIDED BY CORRIDOR: (A) WILL MEET CUSTOMER'S OR ANY AUTHORIZED USER'S REQUIREMENTS; (B) WILL BE COMPATIBLE WITH CUSTOMER'S OR ANY AUTHORIZED USER'S NETWORK, COMPUTER, OR ANY THIRD PARTY PRODUCTS; (C) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (D) WILL BE ACCURATE OR RELIABLE. CORRIDOR IS NOT LIABLE, AND CUSTOMER AGREES NOT TO SEEK TO HOLD CORRIDOR LIABLE, FOR THE CONDUCT OF THE PROVIDERS OF ANY THIRD PARTY PRODUCTS OR FOR ANY THIRD PARTY MARKETPLACE PROVIDERS, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTY PRODUCTS OR THIRD PARTY MARKETPLACES RESTS ENTIRELY WITH CUSTOMER.
10. Indemnification.
10.1. Corridor Indemnification. Corridor shall (a) defend Customer from and against any claim, demand, suit, action, or proceeding ("Claim") brought by a third party against Customer or its officers, directors, employees, contractors, representatives, or agents (collectively, "Customer Indemnitees") alleging that the Corridor Software (or any part thereof), or any use thereof in accordance with this Agreement, infringes or misappropriates such third party's intellectual property rights; and (b) indemnify the Customer Indemnitee from any damages, attorney fees, and costs finally awarded against the Customer Indemnitee as a result of, or for amounts paid by the Customer Indemnitee pursuant to a settlement of, such Claim. If Corridor receives information about an infringement or misappropriation claim related to the Corridor Software, Corridor may in its discretion and at no cost to Customer: (i) modify or replace the Corridor Software, or component or part thereof, so that it no longer infringes or misappropriates; or (ii) obtain the right for Customer to continue use of the Corridor Software in accordance with this Agreement. If Corridor determines that neither of the foregoing options is reasonably commercially available, Corridor may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer, and provide Customer a prorated refund of any prepaid fees covering the remainder of the Subscription Term for the terminated Subscription. Notwithstanding the foregoing, Corridor will have no obligation under this Section or otherwise with respect to any infringement or misappropriation claim to the extent that the alleged infringement or misappropriation arises from: (1) use of the Corridor Software in combination with data, software, hardware, equipment, or technology not provided by Corridor or authorized by Corridor in writing; (2) modifications to the Corridor Software not made by Corridor or its authorized representatives; (3) Customer Property; (4) Third Party Products or any third party AI Features; (5) any Beta Features, Trial Version provided on a "free" basis, or any other free, trial or promotional use of the Corridor Software; or (6) Customer's or any Authorized User's continued use of allegedly infringing versions of the Plugin after being notified thereof or after being informed of modifications that would have avoided the alleged infringement. This Section states CORRIDOR's entire liability and Customer's sole and exclusive remedy for infringement and misappropriation claims and actions.
10.2. Customer Indemnification. Customer shall (a) defend Corridor from and against any Claim brought by a third party, including any Authorized User, against Corridor or its officers, directors, employees, contractors, representatives, or agents (collectively, "Corridor Indemnitees") (i) alleging that the Customer Property, or any use of the Customer Property in accordance with this Agreement, infringes or misappropriates such third party's intellectual property rights; (ii) based on Customer's or any Authorized User's (1) negligence or willful misconduct; (2) use of the Corridor Service in a manner not authorized by this Agreement; or (3) use of the Corridor Service in combination with data, software, hardware, equipment or technology not provided by Corridor or authorized by Corridor in writing; and (b) indemnify the Corridor Indemnitee from any damages, attorney fees, and costs finally awarded against the Corridor Indemnitee as a result of, or for amounts paid by the Corridor Indemnitee pursuant to a settlement of, such Claim.
10.3. Procedure. The Party to be indemnified shall (a) promptly notify the indemnifying Party in writing of any claim asserted against the indemnified Party (provided that, a delay in providing notice does not excuse the indemnifying Party's obligations unless the indemnifying Party is prejudiced by such delay); (b) give the indemnifying Party sole control of the defense thereof; and (c) at the indemnifying Party's reasonable request and expense, cooperate and assist in such defense. Under no circumstances shall the indemnifying Party enter into any settlement that involves an admission of liability, negligence, or other culpability of the indemnified Party or requires the indemnified Party to contribute to the settlement without the indemnified Party's prior written consent. The indemnified Party may participate and retain its own counsel at its own expense.
11. Limitations of Liability.
EXCEPT FOR A PARTY'S BREACH OF SECTION 7 (CONFIDENTIALITY), A PARTY'S INDEMNITY OBLIGATIONS IN SECTION 10, OR A PARTY'S GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT, IN NO EVENT WILL (A) A PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY (1) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (2) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (3) LOSS OF GOODWILL OR REPUTATION; (4) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (5) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE; AND (B) A PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO CORRIDOR UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM (THE "STANDARD CAP"); PROVIDED THAT, NOTWITHSTANDING THE FOREGOING, CORRIDOR'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO ANY BREACH OF SECTION 7 (CONFIDENTIALITY) OR ITS INDEMNITY OBLIGATIONS IN SECTION 10, WILL NOT EXCEED THE GREATER OF THREE TIMES THE STANDARD CAP AND US$1,000,000.
12. Governing Law; Dispute Resolution.
12.1. Governing Law; Exclusive Jurisdiction. This Agreement is governed by the laws of the State of California other than its choice of law provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. Any legal action or proceeding permitted to be brought under the Agreement must be brought exclusively in the state and federal courts in San Francisco County, California, and the parties hereby irrevocably consent to the personal jurisdiction and venue therein.
12.2. Conflict Resolution. The Parties shall resolve any disputes, conflicts, controversies or claims of any kind or nature arising under or in connection with this Agreement as follows:
- (a) In the event of any dispute, claim, or controversy ("Dispute") arising out of, relating to, or in connection with this Agreement, the Parties agree to use their good faith best efforts to resolve the dispute as quickly as possible through negotiation, including, if necessary, meetings between the executives of each Party. If the Parties have not resolved the Dispute within 30 days after the initial meeting to resolve the Dispute, then they may proceed directly to proceedings under subsection (b) below.
- (b) If the Parties cannot resolve the dispute through good faith negotiations as set forth in subsection (a) above, then the parties agree to submit the dispute to binding, confidential arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules in San Francisco County, California; provided that, to the extent feasible, the parties agree the arbitration will be conducted by video conference, telephone, or other telecommunication means. The Parties shall appoint a single arbitrator by mutual agreement; provided that, if the parties cannot agree upon selection of an arbitrator, then the AAA shall appoint an arbitrator in accordance with the Commercial Arbitration Rules. The arbitration will be conducted in English. The arbitrator must provide detailed written findings of fact and conclusions of law in support of any award. The arbitrator shall not have the power to award damages except to the extent specifically permitted by the Agreement. The Parties shall treat the existence of a dispute, submission to arbitration, the arbitration proceedings, and any information and materials furnished during the arbitration as confidential information. The arbitrator's decision is final, binding, and enforceable in any court of competent jurisdiction.
- (c) Notwithstanding anything to the contrary herein, this Section will not prohibit either Party from (i) bringing an individual action in small claims court; (ii) seeking injunctive or other equitable relief in a court of competent jurisdiction; (iii) pursuing an enforcement action through the applicable federal, state, or local agency if that action is available; or (iv) bringing an action in the venue set forth in Section 12.1 to address disputes concerning the infringement or misappropriation of intellectual property rights.
13. Miscellaneous.
13.1. Entire Agreement. This Agreement, together with any Order Forms and any other documents incorporated herein by reference, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement and any other documents incorporated herein by reference, the following order of precedence governs: (a) first, this Agreement; and (b) second, any other documents incorporated herein by reference.
13.2. Notices; Electronic Communications. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") must be in writing and addressed to the Parties at the addresses set forth on the first page of this Agreement or as identified on the Order Form (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, by certified or registered mail with return receipt requested (with all fees pre-paid), or email (with confirmation of transmission), and is deemed delivered (a) upon personal delivery; (b) with respect to certified or registered mail, the later to occur of receipt or refusal of delivery, or five (5) business days after being deposited in the mail as required above; and (c) upon confirmation of receipt if sent by email. All email Notices to Corridor must be sent to legal@corridor.dev. Notwithstanding the foregoing, Customer hereby consents to receiving electronic communications from Corridor, which may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Corridor Service. Any notices, agreements, disclosures, or other communications that Corridor sends to Customer electronically will satisfy any legal communication requirements, including that such communications be in writing.
13.3. Force Majeure. In no event shall either Party be liable to the other Party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond such Party's reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
13.4. Amendment and Modification. Corridor may change this Agreement (except for any Order Forms) from time to time at its discretion. The date on which the Agreement was last modified will be updated at the top of this Agreement. Corridor will provide Customer with reasonable notice prior to any amendments or modifications taking effect, either by emailing the email address associated with Customer's Account or by another method reasonably designed to provide notice to Customer. If Customer accesses or uses the Corridor Service after the effective date of the revised Agreement, such access and use will constitute Customer's acceptance of the revised Agreement beginning at the next renewal Subscription Term or, if Customer enters into a new Order Form with Corridor, as of the date of Customer's acceptance of such Order Form.
13.5. Waiver. No failure or delay by either Party in exercising any right or remedy available to it in connection with this Agreement will constitute a waiver of such right or remedy. No waiver under this Agreement will be effective unless made in writing and signed by an authorized representative of the Party granting the waiver.
13.6. Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
13.7. Assignment. Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Corridor. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.
13.8. Export Regulation. The Corridor Service utilizes software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. Customer shall not, directly or indirectly, export, re-export, or release the Corridor Service or the underlying software or technology to, or make the Corridor Service or the underlying software or technology accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Corridor Service or the underlying software or technology available outside the US. By using the Corridor Service, you represent and warrant that (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.
13.9. US Government Rights. Each of the Documentation and the software components that constitute the Corridor Service is a "commercial item" as that term is defined at 48 C.F.R. § 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. § 12.212. Accordingly, if Customer is an agency of the US Government or any contractor therefor, Customer only receives those rights with respect to the Corridor Service and Documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government users and their contractors.
13.10. Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 7 or, in the case of Customer, Section 2.7, may cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to seek equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.
13.11. Language; Construction. This Agreement was drafted in the English language, and this English language version of the Agreement is the original, governing instrument of the understanding between the Parties. In the event of any conflict between the English version of this Agreement and any translation, the English version will prevail. Section headings are provided solely for reference purposes and in no way define, limit, interpret, or describe the scope or extent of such section or in any way affect this Agreement. When used in this Agreement, the term "including" means "including without limitation," unless expressly stated to the contrary.
13.12. Publicity. Corridor may identify Customer as a user of the Corridor Service and may use Customer's name, logo, and other trademarks in Corridor's customer list, press releases, blog posts, advertisements, and website (and all use thereof and goodwill arising therefrom shall inure to the sole and exclusive benefit of Customer). Otherwise, neither Party may use the name, logo, or other trademarks of the other Party for any purpose without the other Party's prior written approval.
13.13. Independent Contractors; No Third Party Rights. The parties hereto are independent contractors, and no agency, partnership, joint venture, or other relationship is intended or created by your access to or use of the Services. This Agreement does not create any third party beneficiary rights, nor do the parties intend for it to be interpreted or construed to confer any rights or remedies on or to any third parties.