Effective Date: July 8, 2026 · Last Updated: July 8, 2026
These Terms of Service govern your access to and use of Saluca's products and services. Please read them carefully. By accepting these Terms or using the Services, you agree to be bound by them.
1.1 Parties. These Terms of Service, together with any Order Forms, the Acceptable Use Policy, the Privacy Policy, the Data Processing Addendum, and (for self-hosted software) the End User License Agreement, constitute the "Agreement" between Saluca LLC, a California limited liability company ("Saluca," "we," "us," or "our"), and the entity or organization that accepts this Agreement ("Customer," "you," or "your").
1.2 Acceptance. You accept this Agreement by the earliest of: (a) clicking "I agree," "Sign up," or a similar affirmation during account creation or checkout; (b) executing an Order Form that references this Agreement; or (c) accessing or using the Services. If you accept on behalf of an organization, you represent that you are authorized to bind that organization, and "Customer" refers to that organization.
1.3 Business-to-business only; no consumers. The Services are offered solely for business, commercial, and professional use by organizations and their authorized personnel. The Services are not intended for, marketed to, or offered to consumers for personal, family, or household purposes. Customer represents that it is entering into this Agreement for business purposes and not as a consumer.
1.4 Eligibility. You represent that you are able to form a legally binding contract, are not barred from receiving the Services under applicable law, and are not located in, or ordinarily resident in, a jurisdiction subject to comprehensive sanctions (see Section 19).
1.5 Order of precedence. In the event of a conflict, the documents that make up the Agreement control in the order set out in Section 20.9.
Capitalized terms have the meanings given where first used, or as set out below.
3.1.1 Description. Asphodel is a hosted, multi-tenant service that Customer's AI agents connect to over MCP to (a) query licensed Mindsets, which return ranked, citation-ready Grounding Passages, and (b) store and retrieve persistent, hash-chained "memory." Asphodel runs on Saluca's cloud infrastructure (Google Cloud, United States). Data-processing and location details are described in the Privacy Policy and, where applicable, the DPA.
3.1.2 Grounding, not advice. Grounding Passages are curated source material returned to support Customer's own analysis. They are not professional advice (including legal, security, compliance, medical, financial, or other regulated advice), are not answers, and do not establish any professional or advisory relationship. Customer is solely responsible for evaluating, validating, and deciding how to use any Grounding Passage or Service output. See Section 12.
3.1.3 Processing of Customer Content. Customer queries and stored memory are processed and stored on Saluca infrastructure to provide Asphodel. Handling of such data is governed by this Agreement, the Privacy Policy, and (where applicable) the DPA.
3.2.1 Description. Tiresias-ZT is software that Customer downloads and runs on Customer's own infrastructure as a zero-trust proxy governing Customer's AI agents. It is licensed to Customer under the separate EULA, which controls all terms of use of the software. This Agreement does not duplicate, modify, or supersede the EULA with respect to the software license; in case of conflict regarding the self-hosted software, the EULA controls (see Section 20.9).
3.2.2 Offline licensing. Tiresias-ZT is enabled by a signed license key that is verified offline by the software (no phone-home). If the key is missing, invalid, or expired, an in-software watchdog degrades the software to its free tier. Provisioning of license keys is a Service under this Agreement; the term of the license key tracks the active Subscription Term (Section 5.6).
3.2.3 Customer-governed data stays on Customer infrastructure. In ordinary self-hosted operation, the data governed by Tiresias-ZT remains on Customer's infrastructure and is not transmitted to or received by Saluca.
3.2.4 Optional enrollment (opt-in). Enterprise and MSSP customers may optionally enroll Tiresias-ZT with a Saluca central control-plane and/or opt in to audit-log shipping. Any such enrollment is opt-in; where it causes Customer data to be transmitted to Saluca, that data is handled under this Agreement, the Privacy Policy, and the DPA.
3.2.5 Delegated licensing (Partner Authority). Saluca operates a delegated-licensing program (Partner Authority Certificate) permitting authorized partners and MSSPs to issue bounded sub-licenses of Tiresias-ZT. Participation and the scope of any sub-license are governed by the EULA and a separate partner agreement.
3.3.1 Description. The PEP-Configuration Add-On is an optional hosted governance layer placed in front of an Asphodel account, billed per customer on a monthly basis. It is a hosted Service subject to this Agreement.
Saluca offers a free Community tier and may offer features designated as beta, preview, or evaluation. The Community tier is governed by these Terms and, for any self-hosted software, the EULA; no separate free-use license applies. Beta, preview, and evaluation features are provided "AS IS," may be modified or discontinued at any time, and may be subject to additional terms presented at the time of access.
4.1 Account creation. Access to the hosted Services requires an account. Authentication is provided through single sign-on via WorkOS. Saluca collects account email (via WorkOS SSO) and optional name and workspace identifiers to establish and administer the account. See the Privacy Policy for details.
4.2 Accurate information. Customer will provide accurate, current, and complete registration information and keep it updated.
4.3 Credential and access security. Customer is responsible for maintaining the confidentiality and security of its account, SSO configuration, and any credentials, license keys, and API keys, and for all activity occurring under its account or through its Authorized Users (including automated agents). Customer will promptly notify Saluca at security@saluca.com of any known or suspected unauthorized access or use.
4.4 Authorized Users. Customer is responsible for its Authorized Users' compliance with this Agreement and for all acts and omissions of its Authorized Users as if they were Customer's own.
4.5 Administrators. Customer's account administrators may have the ability to manage Authorized Users, configure the Services, access Customer Content, and take actions affecting Customer's account. Saluca is not responsible for actions taken by Customer's administrators.
5.1 Plans. The Services are offered through self-serve plans (Community at no charge, Starter, and Pro) and contact-sales plans (Enterprise and MSSP). Plan features, limits, and pricing are as described at checkout or in the applicable Order Form.
5.2 Billing via Stripe. Paid subscriptions are billed through Stripe on a monthly or annual basis, as selected. Saluca stores Stripe customer and subscription identifiers only and does not store payment card data. By subscribing, Customer authorizes Saluca (through Stripe) to charge the applicable fees to Customer's designated payment method.
5.3 Automatic renewal. Paid subscriptions renew automatically for successive periods equal to the initial Subscription Term (monthly or annual) at the then-current or agreed rate, unless cancelled before the end of the then-current term in accordance with Section 15. Consistent with the California Automatic Renewal Law and comparable requirements, Saluca discloses the automatic-renewal terms clearly before Customer subscribes, sends billing-cycle and renewal reminders to the account email where required, and provides an easy, self-service means to cancel as described in Section 5.3.1.
5.3.1 How to cancel. Customer may cancel a paid subscription at any time, effective at the end of the then-current billing period, through the account dashboard or the Stripe billing portal, without contacting support and without penalty.
5.4 Price changes. Saluca may change fees and plan pricing on at least thirty (30) days' advance notice to the account email. Any price change affecting a renewal takes effect at the start of the next renewal term; the price for Customer's current paid term is honored through that term. Where a valid founder price lock applies, Section 5.5 controls.
5.5 Founder cohorts / price locks. Certain founder cohorts may receive price-lock commitments as specified in their Order Form or enrollment terms. Where a valid price lock applies, it prevails over Section 5.4 for its stated duration and on its stated conditions.
5.6 Tiresias license term. The Tiresias-ZT license key term tracks the active Subscription Term. Upon expiration or termination of the subscription, the license key's paid entitlement expires, and the software's watchdog degrades to the free tier per Section 3.2.2 and the EULA.
5.7 Taxes. Fees are exclusive of taxes. Customer is responsible for all sales, use, VAT, GST, and similar taxes and duties, excluding taxes on Saluca's net income. Where Saluca is required to collect such taxes, they will be added to the invoice.
5.8 Non-payment; suspension. If any undisputed amount is past due, Saluca may suspend the Services following notice and a ten (10) day cure period, in coordination with Section 16.
5.9 Refunds. Except as required by applicable law, all fees are non-refundable, and no refunds or credits are provided for partial subscription periods, unused capacity, or downgrades.
5.10 Disputed charges. Customer will notify Saluca in writing of any good-faith billing dispute within thirty (30) days of the invoice or charge date; the parties will work in good faith to resolve it. Undisputed amounts remain payable when due.
6.1 Hosted Services (Asphodel and PEP-Configuration Add-On). Subject to this Agreement and payment of applicable fees, Saluca grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right, during the Subscription Term, to access and use the hosted Services for Customer's internal business purposes, solely as permitted by Customer's subscription and applicable documentation.
6.2 Self-hosted software (Tiresias-ZT). The Tiresias-ZT software is licensed under the EULA, not this Section. This Agreement grants no rights in the Tiresias-ZT software beyond the provisioning of license keys and related Services; all software-use rights and restrictions are as stated in the EULA.
6.3 Restrictions. Except as expressly permitted, Customer will not, and will not permit any third party to: (a) copy, modify, or create derivative works of the Services; (b) reverse engineer, decompile, or attempt to derive source code, except to the extent applicable law prohibits this restriction; (c) resell, sublicense, rent, lease, time-share, or provide the Services to third parties as a service bureau, except as expressly authorized (for example, under the Partner Authority program per the EULA and a separate partner agreement); (d) circumvent usage limits, license verification, or access controls; (e) remove proprietary notices; or (f) use the Services to build a competing product or to benchmark for a competitor without Saluca's consent.
6.4 Reservation. Saluca reserves all rights not expressly granted.
7.1 AUP incorporated. Customer's and its Authorized Users' use of the Services is subject to the Acceptable Use Policy, which is incorporated by reference. Customer will comply with, and ensure its Authorized Users comply with, the AUP.
7.2 Dual-use security tooling. The Services (including Tiresias-ZT and certain security-domain Mindsets) are dual-use security and governance tools. Customer may use the Services for authorized security, defensive, research, testing, and compliance purposes on systems Customer owns or is expressly authorized to assess. Customer will not use the Services for any malicious, unauthorized, or illegal purpose, including unauthorized access, attack, or exploitation of systems Customer does not own or lack authorization to test. See the AUP for detailed prohibited uses.
7.3 Compliance with law. Customer will use the Services in compliance with all applicable laws and regulations, including export, sanctions, privacy, and data-protection laws.
7.4 Enforcement. Saluca may investigate suspected violations and may suspend or terminate access for violations, consistent with Sections 15 and 16. Suspected abuse may be reported to abuse@saluca.com.
8.1 Ownership. As between the parties, Customer owns and retains all right, title, and interest in and to Customer Content, including its stored memory records.
8.2 License to Saluca. Customer grants Saluca a limited, worldwide, non-exclusive license to host, store, process, transmit, and display Customer Content solely as necessary to provide, maintain, secure, and support the Services, to prevent or address technical or security issues, and to comply with law. Saluca does not use Customer Content to train machine-learning models.
8.3 Customer responsibility. Customer is solely responsible for Customer Content, including its accuracy, legality, and Customer's right to submit it, and for obtaining all necessary rights, consents, and notices for Saluca to process it as contemplated.
8.4 Restricted and regulated data. Unless expressly agreed in writing and covered by an executed DPA (and any additional required terms, such as a Business Associate Agreement for HIPAA-regulated data), Customer will not submit to the hosted Services any special-category or sensitive personal data, protected health information (PHI), payment card data, government-issued identifiers, or other data subject to heightened regulatory requirements. Customer is responsible for ensuring that Customer Content does not include such data absent such an agreement.
8.5 Aggregated / Usage Data. Saluca may collect and use Usage Data and aggregated, de-identified data that does not identify Customer, any Authorized User, or any individual, to operate, secure, analyze, and improve the Services. Saluca de-identifies such data so that it cannot reasonably be used to re-identify any individual and does not attempt to re-identify it.
8.6 Data handling, export, and deletion. Data protection, retention, export, and deletion are addressed in the Privacy Policy and DPA and in Section 15.4.
9.1 Saluca IP. Saluca and its licensors own all right, title, and interest in and to the Services, the Asphodel and Tiresias-ZT software, the Mindsets and their curated corpora, models, documentation, and all related intellectual property, including all improvements and derivatives. No rights are granted except as expressly stated in this Agreement or the EULA.
9.2 Feedback. If Customer provides suggestions, ideas, or feedback about the Services, Customer grants Saluca a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate such feedback without restriction or obligation.
9.3 Third-party materials. The Services may incorporate or reference third-party materials, including open-source components, that are subject to their own terms, and any applicable third-party notices are made available with the Services or in the Documentation.
9.4 No implied rights. Except for the limited rights expressly granted, no licenses are granted by implication, estoppel, or otherwise.
10.1 Definition. "Confidential Information" means non-public information disclosed by one party ("Discloser") to the other ("Recipient") that is designated confidential or that reasonably should be understood as confidential given its nature and the circumstances. Saluca's Confidential Information includes the non-public elements of the Services, Mindsets, and pricing. Customer's Confidential Information includes Customer Content.
10.2 Obligations. Recipient will (a) use Confidential Information only to perform under this Agreement, (b) protect it with at least reasonable care, and (c) not disclose it except to its personnel and advisors who need to know and are bound by comparable confidentiality obligations.
10.3 Exclusions. Confidentiality obligations do not apply to information that is or becomes public through no fault of Recipient, was rightfully known without obligation, is independently developed, or is rightfully received from a third party without restriction.
10.4 Compelled disclosure. Recipient may disclose Confidential Information to the extent legally compelled, provided (where lawful) it gives prompt notice and reasonable cooperation to seek protective treatment.
10.5 Survival. These obligations survive for three (3) years after disclosure, except that Confidential Information constituting a trade secret remains protected for so long as it remains a trade secret under applicable law.
11.1 Sub-processors and providers. Saluca uses third-party providers to deliver the Services, including Google Cloud (hosting, United States), WorkOS (authentication/SSO), and Stripe (payment processing). These and other sub-processors are addressed in the Privacy Policy and DPA.
11.2 Third-party terms. Customer's use of any third-party product or service accessed through or in connection with the Services may be subject to that third party's terms. Saluca is not responsible for third-party products or services.
11.3 Changes to sub-processors. Saluca maintains its current list of sub-processors and provides notice of, and an opportunity to object to, material changes as described in the DPA.
12.1 Mutual authority warranty. Each party warrants that it has the authority to enter into this Agreement.
12.2 Limited service warranty. Saluca warrants that the hosted Services will perform materially in accordance with their Documentation during the Subscription Term. Customer's exclusive remedy, and Saluca's sole obligation, for breach of this warranty is for Saluca to use commercially reasonable efforts to correct the non-conformity and, if Saluca is unable to do so within a reasonable period, to refund the prepaid fees for the affected portion of the Subscription Term.
12.3 AI outputs, Mindsets, and Grounding Passages — AS IS. THE MINDSETS, GROUNDING PASSAGES, MEMORY FEATURES, AND ANY AI-GENERATED OR AI-ASSISTED OUTPUTS ARE PROVIDED "AS IS." SALUCA MAKES NO WARRANTY THAT SUCH OUTPUTS OR PASSAGES ARE ACCURATE, COMPLETE, CURRENT, RELIABLE, OR FIT FOR ANY PURPOSE. GROUNDING PASSAGES ARE SOURCE MATERIAL FOR CUSTOMER'S OWN ANALYSIS AND ARE NOT PROFESSIONAL ADVICE (LEGAL, SECURITY, COMPLIANCE, MEDICAL, FINANCIAL, OR OTHERWISE). CUSTOMER IS SOLELY RESPONSIBLE FOR VALIDATING OUTPUTS AND FOR ALL DECISIONS AND ACTIONS TAKEN IN RELIANCE ON THEM.
12.4 Self-hosted software. Tiresias-ZT is operated by Customer on Customer's own infrastructure. Saluca does not control Customer's environment and is not responsible for Customer's configuration, deployment, or operation of the software. Warranties for the software, if any, are as stated in the EULA.
12.5 Security posture. Saluca's SOC 2 examination is in progress and not complete, and Saluca does not represent that it is SOC 2 certified or attested. Saluca implements the administrative, technical, and organizational security measures described in the DPA and its security documentation.
12.6 Disclaimer. EXCEPT AS EXPRESSLY STATED IN SECTIONS 12.1–12.2, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND SALUCA DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS ANY WARRANTY OR LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
13.1 Saluca IP indemnity. Saluca will defend Customer against third-party claims alleging that the hosted Services, as provided by Saluca and used in accordance with this Agreement, infringe such third party's intellectual property rights, and will indemnify Customer for amounts finally awarded or agreed in settlement. This obligation does not apply to claims arising from (a) Customer Content; (b) modifications to the Services not made by Saluca; (c) combination of the Services with products, data, or processes not provided by Saluca where the claim would not have arisen but for the combination; (d) use of the Services in violation of this Agreement or applicable law; or (e) the Community (no-charge) tier.
13.2 Saluca remedies. If the Services are or may become subject to an infringement claim, Saluca may, at its option, procure the right to continue, modify the Services to be non-infringing, or terminate the affected Services and refund prepaid unused fees. This Section 13.2, together with Section 13.1, states Saluca's entire liability and Customer's exclusive remedy for any claim of intellectual property infringement.
13.3 Customer indemnity. Customer will defend and indemnify Saluca against third-party claims arising from (a) Customer Content; (b) Customer's or its Authorized Users' use of the Services in violation of this Agreement, the AUP, or applicable law (including unauthorized or malicious use of dual-use tooling); and (c) Customer's breach of Section 8.4 (restricted data).
13.4 Procedure. The indemnified party will give the indemnifying party prompt written notice of the claim, tender sole control of the defense and settlement (except that the indemnifying party will not settle any claim in a way that imposes a non-monetary obligation or admission of fault on the indemnified party without its prior written consent, not to be unreasonably withheld), and provide reasonable cooperation at the indemnifying party's expense.
14.1 Exclusion of indirect damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY.
14.2 Cap. EXCEPT AS PROVIDED IN SECTION 14.4, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO SALUCA IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US$100).
14.3 Exclusions from the cap. The limitations in Sections 14.1 and 14.2 do not apply to: (a) a party's indemnification obligations under Section 13; (b) a party's breach of its confidentiality obligations under Section 10 (other than with respect to Customer Content, which remains subject to the cap); or (c) liability that cannot be limited or excluded under applicable law.
14.4 Free / Community tier. For use of the Community (no-charge) tier or any beta, preview, or evaluation feature provided at no charge, Saluca's total aggregate liability will not exceed one hundred U.S. dollars (US$100).
14.5 Basis of the bargain; essential purpose. The limitations in this Section are a fundamental basis of the bargain and apply even if a limited remedy fails of its essential purpose. Some jurisdictions do not allow certain limitations; those limitations apply to the fullest extent permitted.
15.1 Term. This Agreement begins on acceptance and continues for as long as Customer has an active subscription or account, or as stated in an Order Form.
15.2 Termination for convenience. Customer may cancel a self-serve subscription at any time through the account dashboard or the Stripe billing portal, effective at the end of the then-current billing period (Section 5.3.1). For subscriptions under an Order Form, termination for convenience and any associated notice period are as stated in that Order Form.
15.3 Termination for cause. Either party may terminate this Agreement or the affected Services if the other party materially breaches and fails to cure within thirty (30) days after written notice, or immediately upon the other party's insolvency or bankruptcy-related event.
15.4 Effect of termination. Upon expiration or termination: (a) Customer's right to access the hosted Services ends; (b) the Tiresias-ZT license entitlement expires and the software degrades to its free tier per Section 3.2.2 and the EULA; (c) Customer may export Customer Content during a data-export window of thirty (30) days after the effective date of termination, after which Saluca may delete Customer Content in accordance with the Privacy Policy and DPA; and (d) accrued payment obligations become due. Data export and deletion are further described in the Privacy Policy and DPA.
15.5 Survival. Sections that by their nature should survive (including Definitions, and Sections 5 (accrued fees), 6.3, 8.1, 9, 10, 12, 13, 14, 15.4–15.5, 18, 19, and 20) survive termination.
16.1 Grounds. Saluca may suspend Customer's access to the Services, in whole or in part, if (a) Customer's payment is past due (Section 5.8); (b) Saluca reasonably believes the Services are being used in violation of the AUP, this Agreement, or applicable law, or in a manner that poses a security, legal, or operational risk; or (c) required by law or a governmental order.
16.2 Notice and restoration. Saluca will use reasonable efforts to provide advance notice where practicable, and will restore access promptly once the cause is resolved. Where a risk is imminent or a violation is severe, Saluca may suspend immediately and provide notice as soon as reasonably practicable thereafter.
17.1 Services. Saluca may modify, enhance, or discontinue features of the Services from time to time. Saluca will not materially decrease the core functionality of a paid Service during a paid Subscription Term without providing a reasonable remedy.
17.2 Terms. Saluca may update this Agreement from time to time. If Saluca makes a material change, it will provide notice by email or through the Services before the change takes effect. Changes take effect as of the stated effective date, and Customer's continued use of the Services after that date constitutes acceptance of the updated Terms. For changes that materially and adversely affect Customer, the change applies to active paid subscriptions at the start of the next renewal term, and Customer's remedy if it objects is to cancel before that renewal in accordance with Section 5.3.1. If Customer does not agree to an update, Customer must stop using the Services.
18.1 Governing law. This Agreement is governed by the laws of the State of California, excluding its conflict-of-laws rules and the United Nations Convention on Contracts for the International Sale of Goods.
18.2 Informal resolution. Before initiating any formal proceeding, the parties will attempt in good faith to resolve any dispute informally. The party raising the dispute will send written notice to legal@saluca.com describing the dispute and the relief sought, and the parties will negotiate in good faith for thirty (30) days from the date of that notice. If the dispute is not resolved within that period, either party may proceed under Section 18.3.
18.3 Venue; courts. Subject to Sections 18.2, 18.4, and 18.5, the parties consent to the exclusive jurisdiction of the state and federal courts located in California, and each party waives any objection to venue or inconvenient forum in those courts.
18.4 Waivers. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL AND AGREES THAT ANY DISPUTE WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING (CLASS-ACTION WAIVER).
18.5 Carve-outs. Notwithstanding Sections 18.2–18.4: (a) either party may bring a qualifying, individual claim in small-claims court; and (b) either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information, without first completing the informal-resolution process.
18.6 Injunctive relief. Nothing in this Agreement limits either party's right to seek injunctive or equitable relief to protect intellectual property or Confidential Information.
19.1 Compliance. The Services and the Tiresias-ZT software may be subject to US export control laws (including the Export Administration Regulations (EAR)) and economic sanctions administered by the US Treasury Office of Foreign Assets Control (OFAC), as well as applicable export and sanctions laws of other jurisdictions. Customer will comply with all such laws.
19.2 Customer representations. Customer represents and warrants that it, its Authorized Users, and its end users are not (a) located in, organized under the laws of, or ordinarily resident in a comprehensively sanctioned or embargoed jurisdiction; or (b) a restricted or denied party under applicable sanctions or export-control lists. Customer will not export, re-export, or provide the Services or software to any prohibited destination, party, or end use (including prohibited military, intelligence, or weapons-related end uses).
19.3 Dual-use tooling. Because Tiresias-ZT and certain security Mindsets are dual-use security tools, Customer will ensure that its use and any sub-licensing (including under the Partner Authority program) complies with all applicable export-control and sanctions requirements, including screening of recipients and observance of end-use restrictions.
20.1 Assignment. Neither party may assign this Agreement without the other's prior written consent, except that either party may assign it, on notice, to a successor in connection with a merger, acquisition, or sale of substantially all assets. Any prohibited assignment is void.
20.2 Force majeure. Neither party is liable for delay or failure to perform (other than payment obligations) due to causes beyond its reasonable control.
20.3 Notices. Legal notices to Saluca must be sent to legal@saluca.com. Notices to Customer may be given via email to the account or administrator email or by in-product notice. Notices are deemed given when sent, absent indication of delivery failure.
20.4 Independent contractors. The parties are independent contractors; this Agreement creates no partnership, joint venture, agency, or employment relationship.
20.5 No third-party beneficiaries. This Agreement is for the parties' benefit only and creates no third-party beneficiary rights.
20.6 Entire agreement. This Agreement (including the documents it incorporates) is the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements and understandings on that subject.
20.7 Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary, and the remaining provisions remain in effect.
20.8 No waiver. A party's failure to enforce a provision is not a waiver of its right to do so later.
20.9 Order of precedence. In the event of a conflict, the following order controls (highest first): (1) a mutually executed Order Form or Enterprise/MSSP agreement, for its specific subject matter; (2) these Terms of Service; and (3) the DPA, EULA, AUP, and Privacy Policy, each for its respective subject matter (the DPA controls for data-protection matters, and the EULA controls for the self-hosted Tiresias-ZT software license). The AUP, Privacy Policy, DPA, and EULA are published at saluca.com/legal.
20.10 Publicity / logo use. Saluca will not use Customer's name or logo to identify Customer as a customer in marketing materials or customer lists without Customer's prior consent (opt-in).
20.11 Contact. General and legal inquiries: legal@saluca.com. Privacy inquiries: privacy@saluca.com. Security matters: security@saluca.com. Abuse reports: abuse@saluca.com. Product support: support@saluca.com.
20.12 Interpretation. Headings are for convenience only. "Including" means "including without limitation."