Grade A — Highly protective (score 90/100)
This agreement is a standard B2B software contract. It lacks forced arbitration and class action waivers, but mandates California jurisdiction for all disputes.
Standard B2B terms. No forced arbitration. Jurisdiction in California.
The parties hereby irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts located in Santa Clara County, California, for resolution of any disputes arising out of this Agreement.
All legal disputes must be handled in Santa Clara County, California.
Except as otherwise expressly permitted herein, all Fees owed pursuant to a Purchase Order are non-cancellable and non-refundable for the Term.
Subscriptions cannot be cancelled for a refund once paid.
either party may assign this Agreement in its entirety... to its successor in interest in connection with a merger, reorganization, or sale of all or substantially all assets
Proofpoint can transfer your data to another company if they are acquired.
No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the amendment or waiver is to be asserted.
Changes to the agreement must be in writing and signed by both parties.
Last reviewed 2026-08-01 under rubric v3.5.