Terms of Service

1.0 Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer," "you," or "your") and Lattix Technologies Corp, a Delaware corporation ("Lattix," "we," "us," or "our"). By accessing, purchasing, or using any Lattix product, platform, service, application programming interface ("API"), documentation, or website (collectively, the "Services"), you acknowledge that you have read, understood, and agree to be bound by these Terms.

If you are entering into these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms. If you do not agree to these Terms, you must not access or use any Lattix Services.

These Terms apply in addition to, and do not supersede, any executed Master Service Agreement ("MSA"), Enterprise License Agreement ("ELA"), subscription order form, or government contract vehicle governing your use of Lattix Services. In the event of a conflict between these Terms and an executed agreement, the executed agreement shall control.

2.0 Description of Services

Lattix provides a zero-trust data security platform and related products, services, and solutions designed to protect the enterprise data ecosystem. The Services encompass the following:

2.1 Platform Products

• Lattix Core Platform:Zero-trust data security platform providing data classification, policy-based governance, attribute-based access control ("ABAC"), and cryptographic integrity verification.
• Data Lineage and Provenance: Merkle-tree-based data lineage tracking providing tamper-proof audit trails.
• Post-Quantum Encryption:Native post-quantum key encapsulation mechanism ("PQ-KEM") encryption.
• Data Replication and Synchronization: Secure data replication services with policy enforcement.
• Zero-Trust Data Fabric ("ZTDF"): Policy engine integrating classification, encryption, access control, and audit.

2.2 Professional and Managed Services

• Implementation and Integration Services
• Managed Security Services
• Advisory and Consulting Services
• Training and Enablement

2.3 API and Integration Services

• Lattix API: RESTful and programmatic interfaces
• Partner Integrations: Pre-built integrations with enterprise platforms
• Software Development Kits ("SDKs")

2.4 Subscription and Access

Access to specific platform features, capacity limits, support tiers, and service levels is governed by your subscription agreement, order form, or applicable contract vehicle. Lattix reserves the right to modify, update, or discontinue any feature or service with reasonable notice, provided that material changes to subscribed services during an active term shall be communicated no less than sixty (60) days in advance.

3.0 Account Responsibilities

You are responsible for maintaining the confidentiality and security of all account credentials, API keys, and access tokens associated with your use of the Services. You agree to notify Lattix immediately upon discovering any unauthorized use of your account or any security breach.

You are responsible for all activity occurring under your account, whether authorized by you or not. Lattix shall not be liable for any loss or damage arising from your failure to maintain account security.

For enterprise deployments, your designated administrator is responsible for managing user access, permissions, and compliance with internal policies governing use of the Services.

4.0 Use Restrictions

You agree to use the Services only for lawful purposes and in compliance with all applicable laws, regulations, and these Terms. You shall not:

• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or underlying structure of any Lattix software.
• Use the Services to process, store, or transmit any material that infringes upon any third party's intellectual property rights.
• Sublicense, resell, lease, lend, distribute, or otherwise make the Services available to any third party unless expressly authorized.
• Circumvent, disable, or interfere with any security, access control, usage limitation, or metering feature.
• Use the Services to develop or improve a competing product or service.
• Upload, transmit, or process any malicious code through the Services.
• Remove, alter, or obscure any proprietary notices, labels, or markings.
• Access or use the Services in any manner that exceeds the scope of the subscription granted to you.

5.0 Intellectual Property

5.1 Lattix Property

All right, title, and interest in and to the Services, including all software, algorithms, interfaces, documentation, designs, trademarks, trade names, logos, and all related intellectual property, are and shall remain the exclusive property of Lattix Technologies Corp. The Lattix platform incorporates patent-pending technologies protected under applicable United States and international patent, copyright, trade secret, and other intellectual property laws.

5.2 Customer Data

You retain all right, title, and interest in and to any data, content, or materials you submit, upload, or process through the Services ("Customer Data"). Lattix shall not access, use, or disclose Customer Data except as necessary to provide the Services, as directed by you, or as required by law.

5.3 Feedback

If you provide suggestions, ideas, enhancement requests, or other feedback regarding the Services ("Feedback"), you grant Lattix a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to use, modify, incorporate, and commercialize such Feedback without restriction or obligation.

6.0 Confidentiality

"Confidential Information" means any non-public information disclosed by either party to the other in connection with these Terms or the Services, including but not limited to technical data, trade secrets, business plans, pricing, customer lists, security architectures, and platform configurations. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully known to the receiving party prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of or reference to the disclosing party's Confidential Information.

Each party agrees to protect the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

7.0 Data Security and Compliance

7.1 Security Measures

Lattix maintains administrative, technical, and physical safeguards designed to protect the confidentiality, integrity, and availability of Customer Data and the Services. These safeguards include encryption at rest and in transit, access controls, audit logging, vulnerability management, and incident response procedures.

7.2 Compliance Frameworks

Lattix designs and operates the Services in alignment with recognized security and compliance frameworks: NIST CSF and NIST SP 800-171, CMMC Levels 1 through 3, FedRAMP (where applicable), DFARS 252.204-7012, ITAR controlled environment support, SOC 2 Type II, HIPAA technical safeguards, GDPR data processing requirements, PCI DSS (where applicable). Compliance attestations are available upon request under executed NDA.

7.3 Government Contracting

When Lattix Services are procured under a U.S. Government contract, the Services constitute "commercial computer software" as defined in FAR 12.212 and DFARS 227.7202. Lattix shall comply with all applicable flow-down clauses including DFARS 252.204-7012, 252.204-7020, and 252.204-7021. CUI processed through the Services shall be handled in accordance with 32 CFR Part 2002.

7.4 Export Controls

The Services may be subject to U.S. export control laws and regulations, including the EAR and ITAR. You shall not access, download, use, or export the Services in violation of applicable export control laws.

8.0 Service Levels and Support

Service level commitments are defined in the applicable SLA attached to your subscription agreement. In the absence of an executed SLA, Lattix shall use commercially reasonable efforts to maintain platform availability. Lattix may perform scheduled maintenance with reasonable advance notice.

9.0 Fees and Payment

Fees for the Services are specified in the applicable order form. Unless otherwise stated, all fees are quoted in United States dollars and are due net thirty (30) days from the date of invoice. Late payments shall accrue interest at 1.5% per month or the maximum rate permitted by law. Lattix reserves the right to suspend access for accounts overdue by more than thirty (30) days, following written notice and a fifteen (15) day cure period. All fees are exclusive of taxes.

10.0 Term and Termination

10.1 Term

These Terms are effective upon your first access to or use of the Services and continue until terminated.

10.2 Termination for Cause

Either party may terminate these Terms immediately upon written notice if the other party: (a) materially breaches these Terms and fails to cure within thirty (30) days of written notice; or (b) becomes insolvent, files for bankruptcy, or ceases operations.

10.3 Effect of Termination

Upon termination, your right to access the Services ceases immediately. Lattix shall make Customer Data available for export for thirty (30) days following termination, after which Lattix may delete Customer Data. Sections 5, 6, 7.4, 11, 12, 13, 14, and 15 shall survive termination.

11.0 Warranties and Disclaimers

11.1 Limited Warranty

Lattix warrants that the Services will perform materially in accordance with the applicable documentation during the subscription term.

11.2 Disclaimer

EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LATTIX DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, ACCURACY, QUIET ENJOYMENT, OR SYSTEM INTEGRATION. LATTIX DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

12.0 Limitation of Liability

12.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 Aggregate Liability Cap

EACH PARTY'S TOTAL AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO LATTIX DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12.3 Government Limitation

For U.S. Government customers, liability limitations shall apply to the maximum extent permitted by applicable federal law.

13.0 Indemnification

13.1 Lattix Indemnification

Lattix shall defend, indemnify, and hold harmless Customer from and against any third-party claim alleging that Customer's authorized use of the Services infringes a valid United States patent, copyright, or trade secret.

13.2 Customer Indemnification

Customer shall defend, indemnify, and hold harmless Lattix from and against any third-party claim arising from: (a) Customer's use of the Services in violation of these Terms; (b) Customer Data; or (c) Customer's violation of applicable law.

14.0 Governing Law and Dispute Resolution

14.1 Governing Law

These Terms shall be governed by the laws of the State of Delaware, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

14.2 Dispute Resolution

Any dispute arising out of these Terms shall first be submitted to good-faith negotiation for thirty (30) days. If not resolved, either party may submit to binding arbitration administered by the American Arbitration Association in Wilmington, Delaware.

14.3 Government Disputes

For U.S. Government customers, disputes shall be resolved in accordance with the Contract Disputes Act (41 U.S.C. 7101-7109).

15.0 General Provisions

15.1 Entire Agreement

These Terms, together with any executed MSA, ELA, order form, SLA, or government contract vehicle, constitute the entire agreement between the parties.

15.2 Severability

If any provision is held invalid, the remaining provisions continue in full force.

15.3 Waiver

No failure or delay in exercising any right shall constitute a waiver.

15.4 Assignment

You may not assign these Terms without Lattix's prior written consent. Lattix may assign in connection with a merger or acquisition.

15.5 Force Majeure

Neither party shall be liable for delays arising from causes beyond its reasonable control.

15.6 Notices

All notices shall be in writing. Notices to Lattix may also be sent to legal@lattix.io.

15.7 Modifications

Lattix may update these Terms from time to time. Material changes shall be communicated no less than thirty (30) days before taking effect.

15.8 Independent Contractors

The parties are independent contractors.

16.0 Definitions

"ABAC"

— Attribute-Based Access Control

"API"

— Application Programming Interface

"Confidential Information"

— As defined in Section 6

"CUI"

— Controlled Unclassified Information, as defined in 32 CFR Part 2002

"Customer Data"

— Any data submitted, uploaded, or processed by Customer through the Services

"Documentation"

— Technical and user documentation provided by Lattix

"Feedback"

— As defined in Section 5.3

"MSA"

— Master Service Agreement

"PQ-KEM"

— Post-Quantum Key Encapsulation Mechanism

"Services"

— All Lattix products, platforms, APIs, professional services, managed services, documentation, and website

"SLA"

— Service Level Agreement

"ZTDF"

— Zero-Trust Data Fabric

17.0 Contact Information

For questions, notices, or requests regarding these Terms of Service, contact:

Lattix Technologies Corp
Attn: Legal Department
Email: legal@lattix.io
Web: lattix.io

For security-related inquiries or to report a vulnerability, contact: security@lattix.io