Enterprise ID Administrators: Terms of Service

This Service Agreement is made and entered into in Austin, TX as of the effective date of the signing below between 9STAR Research, Inc. (“9STAR”), with offices at 3801 N. Capital of Texas Hwy, Suite E240, Austin, Texas 78746, and you (“you” or “Sponsor”).

ProtectNetwork is an Identity Provider service that provides online user identities, user accounts, user authentication, and access management services.

You desire to obtain licenses for specific Users, each with an Entitlement that you define and assign, to use 9STAR’s service. 9STAR desires to license such service to your Users under the terms set forth herein. IN CONSIDERATION of the foregoing and the mutual covenants set forth herein, and intending to be legally bound, the parties agree to enter this service agreement as follows:

1. Definitions.
   1.1. Confidential Information: any information that is disclosed to the other, except for information that is (1) publically available or later becomes available other than through a breach of this agreement; (2) known to the receiving party or its employees or agents prior to such disclosure or is independently developed; or (3) subsequently lawfully obtained without obligation of confidentiality from a third party by the receiving party.

   1.2. Export Control or Security Laws and Regulations: includes, but is not limited to the statutes and regulations of the Export Administration Act, Export Administration Regulations, Arms Export Control Act, and International Traffic in Arms Regulations.

   1.3. Misuse: any action or inaction that is outside the scope of the License Grant; breaches any term in this Agreement, which includes the terms of the ProtectNetwork Acceptable Use Policy (“AUP”); furthers an illegal act; or is against the spirit of this Agreement.

   1.4. Entitlement: a similar characteristic shared by a group of Users. An Entitlement is a string supplied by You and assigned by you to a group of your Users that You provisioned into ProtectNetwork. This Entitlement value is then released as an attribute to the requesting Service Provider site after your Users successfully authenticate at ProtectNetwork.

   1.5. Service: includes, individually or collectively, core identity provider services; authentication services; user management services; access management services; identity proofing/vetting services; integration and consulting services; and technical support services.

   1.6. Sponsor: If you provision additional Users into ProtectNetwork then you act as their Sponsor.

   1.7. Website: Includes the www.protectnetwork.org website and any related database.

   1.8. User: the person who seeks to assert his or her identity by using the ProtectNetwork Service to your website.

2. License Grant.
   2.1. 9STAR grants your intended Users the limited rights to (1) input and modify their user attributes, and (2) use the Service for the sole purpose of accessing the websites of authorized application service providers. You will not retain any rights to the Service, except to keep a single copy of the User’s information for your records; and the limited capability, which may change from time to time, to modify the User’s information.

   2.2. As an authorized Service Provider, your Service Provider site may query our Service and use the User’s information, but only for the stated business purposes for which 9STAR has already expressly approved. The following are examples of uses that fall outside of this license grant:

   a). a query to our database created by an unauthorized automated software program hosted by a server directly or indirectly connected to your organization;
   b). allowing the User’s information to be used for unsolicited communication with the User; and
   c). compiling, repackaging, disseminating or otherwise using the Users’ information for a business purpose not authorized by 9STAR.
   d). Aggregating Users information for the purpose of reselling User’s information.

   2.3. Publicity. We may publicly disclose in an accurate manner that we are providing services to you. Likewise, you may publically disclose in an accurate manner that we provide you with service and may use our name, trademark, and logo in a manner that complies with our Trademark Licensing Agreement. Neither of us may publicly use the other party’s trademark or logo without permission.

   2.4. Deep Link. You are permitted to post a deep link on your website to only the ProtectNetwork MyAccount page or ProtectNetwork UserID Registration page or ProtectNetwork UserID Authentication page, for the benefit of your Users who will register or authenticate their UserID using the ProtectNetwork Service.

3. Ownership of Proprietary Rights. 9STAR retains ownership of all preexisting intellectual property and all improvements, whether or not specifically recognized or perfected under the laws of the jurisdiction in which the Service is licensed or used. 9STAR does not expressly or impliedly license any other rights under this Agreement except as explicitly provided. 9STAR does not own any data or any resulting databases that has been submitted to 9STAR, including your data, any End-User data or any third-party data.

   3.1. By using our Service, you consent to the collection and use of your information in the manner we describe in this Agreement.

   3.2. If 9STAR is acquired, 9STAR reserves the right to assign the information you submitted to 9STAR to the acquiring company.

   3.3. You will not take any action or inaction (1) to acquire any of 9STAR’s proprietary rights or (2) that jeopardizes 9STAR’s proprietary rights.

   3.4. All work performed by 9STAR is as an independent contractor and not as an agent or employee of you or the User. 9STAR retains exclusive control over the means of performing this Agreement.

4. Confidential Information. Each of us agrees not to use the other’s Confidential Information except in connection with the performance or use of the Services, the exercise of our respective legal rights under the Agreement, or as may be required by law. Each of us agrees not to disclose the other’s Confidential Information to any third person except as follows:
   • to our respective service providers, agents and representatives, provided that such service providers, agents or representatives agree to confidentiality measures that are at least as stringent as those stated in this Service Agreement,
   • to law enforcement or government agency if requested, or if either of us reasonably believes that the other’s conduct may violate applicable criminal law;
   • as required by law; or
   • in response to a subpoena or other compulsory legal process, provided that each of us agrees to give the other written notice of at least seven days prior to disclosing Confidential Information under this subsection (or prompt notice in advance of disclosure, if seven days advance notice is not reasonably feasible), unless the law forbids such notice.
5. Your Responsibilities.
   5.1. Privacy. Because of the sensitive nature of the User’s information, you will use best efforts to ensure that only your authorized employees and agents who signed confidentiality agreements and have a business reason for access may have access to the User’s information. You will have adequate privacy policies and fully enforce them.

   5.2. Minor User. You will be responsible for the conduct of any minor Users to whom you provide access to 9STAR’s Services. You may delegate this responsibility in a legally-binding contract to the minor’s natural guardians.

   5.3. Discovery of Misuse. Should you discover Misuse of the Service, you will promptly notify 9STAR by writing or email. You will cooperate with 9STAR to investigate such Misuse and to prevent any future Misuse.

   5.4. Third Party Access. You will not allow any third party to have access, either through action or inaction, to the Service without 9STAR’s prior written consent.

   5.5. Privacy Policy. You will use the Website and Services in compliance with our Privacy Policy.

   • Changes to Our Policy. Changes to our Privacy Policy may occur without further notice to you. Any changes to our Privacy Policy will be communicated through our Website as soon as practical. Information collected before changes are made will be secured according to the previous Privacy Policy.

   5.6. Lawful Use. You agree to use the Service in a manner consistent with any and all applicable laws and regulations. You and your Users retain exclusive control over the use of the Service, and will use the Service without policing or oversight by 9STAR.

   5.7. Subscription Fees. You agree to pay all fees charged by 9STAR in accordance with the billing terms in effect at the time the fee becomes payable. These fees are subject to change at any time in 9STAR’s discretion, with at least 30 days notice to you which will be provided to you via Email. You agree to provide 9STAR with accurate and complete billing information and to report all changes to this information within thirty (30) days of the change.

   5.8. Accurate Information. You will have an ongoing responsibility to ensure all your information is accurate. If any information is inaccurate or changes, you will immediately inform 9STAR of those corrections or updates.

   a). Change in Business Purpose. We realize that businesses are dynamic and change. However, should a change occur to your stated business purpose for using the ProtectNetwork Service, you will immediately notify 9STAR and refrain from using the Service until 9STAR expressly approves of the new or modified business purpose.
   b). Periodic Review. 9STAR will periodically review your information to ensure that it is accurate. You will cooperate with 9STAR in a timely and accurate manner when such requests for information are made.

6. Our Responsibilities.
   6.1. Security. We employ current and commercially reasonable security methods to prevent unauthorized access, maintain data integrity, and ensure correct use of information.
   • Data Transmission Security. No data transmission over the Internet or any wireless network can be guaranteed to be perfectly secure. As a result, while we try to protect your Confidential Information, we cannot ensure or guarantee the security of any information you transmit to us, and you do so at your own risk. Likewise, 9STAR cannot guarantee the security of any information the User transmits to us or that we transmit on behalf of the User. However, we only release User data and attributes to trusted sites by authenticated Users who generate a request to do so.
   • Database Security. Also, no database is complexly secure, so while 9STAR takes commercially reasonable efforts to protect your data, we do not warrant the security of the database. However, if we discover a breach in security, we will notify you at the email address you provided in your application for membership, or such other email address as you may later provide to 9STAR.

   6.2. Privacy Policy. Except as otherwise noted, 9STAR will follow its internal Privacy Policies. 9STAR reserves the right to disclose your and the Users’ Confidential Information to its employees and agents who have a need to know, provided the employee or agent has previously executed a confidentiality agreement.

   • Changes to Our Policy. Changes to our Privacy Policy may occur without further notice to you. Any changes to our Privacy Policy will be communicated through our Website as soon as practical. Information collected before changes are made will be secured according to the previous Privacy Policy.

   6.3. No Reuse of Credentials. 9STAR will not reissue a credential you used to another person, nor will you receive a credential which has been used by someone else.

   6.4. Limited Warranty and Remedy. 9STAR does not warrant that the operation of the Website or Service will be uninterrupted or error free. However, in the event of interrupted operations or errors, 9STAR will work in a commercially reasonable manner to make the Service operative. If the downtime is more than 3 hours, 9STAR will provide credit to you on an hourly basis based on additional hourly downtime.

   6.5. Voiding of Warranties. Any and all warranties and indemnifications will be void where the non-compliance is caused by or related to (1) the acts or omissions of parties unauthorized by 9STAR, or (2) Misuse or theft.

   6.6. Warranty Disclaimer. EXCEPT AS SET FORTH IN THIS SECTION, 9STAR IS NOT RESPONSIBLE FOR ANY PROBLEMS OR TECHNICAL MALFUNCTION OF ANY TELEPHONE NETWORK OR LINES, COMPUTER ONLINE SYSTEMS, SERVERS OR PROVIDERS, COMPUTER EQUIPMENT, SOFTWARE, OR FAILURE OF EMAIL ON ACCOUNT OF TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ON THE INTERNET OR AT ANY WEBSITE OR COMBINATION THEREOF, INCLUDING INJURY OR DAMAGE TO YOU OR USERS OR TO ANY OTHER PERSON’S COMPUTER RELATED TO USING THE WEBSITE OR SERVICE OR IN CONNECTION WITH THE SERVICE. UNDER NO CIRCUMSTANCES WILL 9STAR BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING PERSONAL INJURY OR DEATH, RESULTING FROM ANYONE’S USE OF THE WEBSITE OR THE SERVICE. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, 9STAR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, EXCEPT AS EXPRESSED IN THIS SECTION. 9STAR DOES NOT WARRANT THAT ACCESS TO THE WEBSITE AND SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITE OR THE SERVERS THAT MAKE SUCH MATERIALS AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

7. Legal Use Only. You will not directly or indirectly use the Service for any illegal purpose. You will not administer access to 9STAR Service to any User you know or suspect will directly or indirectly use the Service for any illegal purpose.

   7.1. Export Matters. You represent and warrant that you and all users will comply fully with all applicable United States Export Control or Security Laws and Regulations. In addition, you represent and warrant that neither you nor anyone you provide access to the Service are on the United States Department of Treasury, Office of Foreign Asset Controls list of Specially Designated National and Blocked Persons and are not otherwise a person to whom 9STAR is legally prohibited to provide the Services. You may not provide access to the Service to any person (including any natural person or government or private entity) that is located in or is a national of Cuba, Iran, Sudan, North Korea or Syria or any country that is embargoed or highly restricted under United States export regulations unless it is for the purpose of academic and publishing activities and exchange of ideas.

   7.2. Cooperation with Government Audit. You will cooperate fully with 9STAR in the event of any official or unofficial government audit or inspection.

8. Term. This Agreement will remain in full force and effect for the duration of this Agreement. You may terminate this Agreement at any time on thirty (30) days advance written notice of termination. You may terminate the Agreement for breech if 9STAR materially fails to provide the Service as agreed and does not remedy that failure within thirty (30) days of your written notice describing the failure. 9STAR may terminate this Agreement at any time, for any reason, effective upon sending notice to you at the email address you provided in your application for membership, or such other email address as you may later provide to 9STAR. Also, 9STAR may terminate any of the Users’ membership(s) for any reason, effective upon sending notice to the User at the email address they provided in their application for membership, or such other email address as they may later provide to 9STAR.

   8.1. Early Termination Fee. If you terminate the Agreement for convenience or we terminate the Agreement for your breach, in addition to other amounts you may owe, you will pay an early termination fee equal to the monthly recurring fees for the remaining portion of the then-current term.

   8.2. Obligations Surviving Termination. Even after this Agreement is terminated, certain provisions will remain in effect, including sections 3, 4, 7, 10, 11, and 15-20.

9. Material Breach and Remedies. Your Misuse of the Service, Website, intellectual property, or Confidential Information will constitute a material breach of this Agreement and results in 9STAR’s immediate right to seek any and all of the following remedies, at 9STAR’s sole discretion:
   • Terminate this Agreement in whole or in part, for which you will not be entitled to any refund of unused subscription fees;
   • recover damages, including but not limited to indirect, consequential, exemplary, incidental, special or punitive damages; or
   • obtain equitable relief
10. Limitation on Liability. EXCEPT IN JURISDICTIONS WHERE SUCH PROVISIONS ARE RESTRICTED, IN NO EVENT WILL 9STAR BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS ARISING FROM YOUR USE OF THE WEB SITE OR THE SERVICE, EVEN IF 9STAR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.10.1. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, 9STAR’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO 9STAR FOR THE SERVICE DURING THE TERM OF MEMBERSHIP.
11. Indemnification.
    11.1. General Indemnification. You agree to indemnify and hold 9STAR, its subsidiaries, affiliates, officers, agents, and other partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorney’s fees, made by any third party due to or arising out of your use of the Website or Service in violation of this Agreement or arising from a breach of this Agreement or any breach of your representations and warranties set forth above.
    • Assumption of Defense. If you fail to assume the defense of any actual or threatened action covered by this Section within the earlier of (1) any deadline established by a third party in a written demand or by a court or (2) thirty (30) days of notice of the claim, 9STAR may follow such course of action as it reasonably deems necessary to protect its interest, and will be indemnified for all costs reasonably incurred in such course of action, providing that 9STAR will not settle a claim without your consent.

    11.2. Indemnification of Infringement or Misappropriation. 9STAR will defend at its own expense any action against you brought by a third party only for claims of (1) directly infringing a United States copyright or (2) causes of actions of misappropriating a trade secret. 9STAR will pay those (1) costs and damages finally awarded against you that are specifically attributable to such claim or cause of action or (2) those costs and damages agreed to in a monetary settlement of such action.

    • Conditions. 9STAR’s obligations under the preceding paragraph are conditioned on (1) you promptly notifying 9STAR of such action in writing or email, (2) you giving 9STAR sole control over the defense against the action and any related settlement negotiations, and (3) you cooperating with 9STAR in such defense.
    • Exclusions to Indemnification. 9STAR will have no obligation with respect to any infringement or misappropriation claim based upon (1) any use of the Service or Website not in accordance with the Agreement or for purposes not intended by 9STAR, or (2) any use of the Service or Website in combination with other products, equipment, software or data not supplied by 9STAR.

    11.3. 9STAR’s Options in the Face of Potential Infringement. If 9STAR or any of its customers is faced with a credible claim that the Website or Service infringe on the intellectual property rights of a third party, and 9STAR is not reasonably able to obtain the right to use the infringing element or modify the Services such that they do not infringe, then 9STAR may terminate the Services on reasonable notice of at least ninety (90) days, and will not have any liability on account of such termination except to refund amounts paid for Services not used as of the time of termination.

    11.4. Entire Liability. THIS SECTION STATES 9STAR’S ENTIRE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT AND MISAPPROPRIATION CLAIMS AND ACTIONS.

12. Notices. If you want to give us a notice regarding termination of the Agreement for breach, indemnification, or other non-routine legal matter, you will send it by electronic mail and first class United States mail to:
    

    9Star Research, Inc.
    3801 North Capital of Texas Hwy
    SUITE E240
    Austin, TX 78746-1482

    9STAR’s communications for the Services and legal notices will be sent to the individual(s) you designate as your contact(s) on your account either by electronic mail, United States mail, or overnight courier.

13. Electronic Email Opt-In By agreeing to our Terms and Service, you permit us to send you emails to keep you informed of our products and services related information and news. We respect your privacy and will not share your personal information with any third party. However, if you do not wish to receive such information, email us at optout@protectnetwork.com with the word “UNSUBSCRIBE LISTNAME” in the subject line. Otherwise to unsubscribe, mail us your name, address, and an explicit statement that you are opting out of future updates at:
    

    9Star Research Opt-Out
    3801 North Capital of Texas Hwy
    Suite E240
    Austin, TX 78746-1482

14. Assignment. You may not assign the Agreement without 9STAR’s prior written consent. We may assign the Agreement in whole or in part as part of a corporate reorganization or a sale of our business.
15. Force Majeure. Neither of us will be in violation of the Agreement if the failure to perform the obligation is due to an event beyond our control, such as significant failure of a part of the power grid, significant failure of the Internet, natural disaster, war, riot, insurrection, epidemic, strikes or other organized labor action, terrorism, or other events of a magnitude or type for which precautions are not generally taken in the industry.
16. Choice of Law and Venue. If there is any dispute about or involving the Website, the Service, or using the Service, you agree that the dispute will be governed by the laws of the State of Texas without regard to its conflict of law provisions. You agree to submit to the personal jurisdiction in the state and federal courts of the State of Texas, City of Austin. You agree that the state and federal courts of the State of Texas, City of Austin, are the only courts in which venue for any dispute is proper, to the exclusion of all other courts in any other state or city.
17. No Construction against the Drafter. The parties agree that any principle of construction or rule of law that provides that an agreement be construed against 9STAR in the event of any inconsistency or ambiguity in such agreement will not apply to the terms of this Agreement.
18. Enumerations and Headings. The enumerations and headings contained in this Agreement are only for convenience of reference and are not intended to have any substantive significance in interpreting this Agreement.
19. Severability. If any of the provisions of this Agreement are invalid or unenforceable under the laws of the jurisdiction where enforcement is sought, whether on the basis of a court decision or of arbitral award applicable to the entire Agreement, such invalidity or unenforceability will not invalidate or render unenforceable the entire Agreement but rather the entire Agreement will be construed as if not containing the particular invalid or unenforceable provision or provisions and the rights and obligations of 9STAR and you will be construed and enforced accordingly.
20. Modifications. You may not modify this Agreement except by an amendment executed in writing by the authorized officers of both parties. 9STAR may modify the terms of this Agreement, the Service and the operation and appearance of the user interface at any time in its discretion without notice.
21. Integration. This Agreement and subordinate documents referenced in this Agreement constitute the entire agreement between the parties with respect to the subject matter contained herein, superseding all previous agreements pertaining to such subject matter. All prior agreements, representations, warranties, statements, negotiations, understandings, and undertakings are superseded and you represent and acknowledge that in entering into this Agreement that you did not rely on any representations or warranties other than those explicitly set forth in this Agreement. Both parties hereto represent that they have read this Agreement, understand it, agree to be bound by all terms stated herein, and acknowledge receipt of a signed, true, and exact copy of this Agreement.We represent and warrant that we have the right, authority, and capacity to enter into this Agreement and sign on behalf of our respective business to adhere to all of the provisions contained above.