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These Third Party Access Terms and Conditions (“Access Terms“) govern the authorization and use of Third Party access to customer systems through Mako Networks, Inc.’s equipment, platforms, and services. These Access Terms are incorporated by reference into any Third Party access authorization form executed by a Mako Networks customer.
ARTICLE I: GENERAL PROVISIONS
Purpose and Scope
These Access Terms establish the conditions under which Mako Networks, Inc. (“Mako“) enables its customers to grant access privileges to their selected Third Party through Mako equipment, platforms, and services. The Access Terms create binding obligations for both customers who authorize such access and any Third Party that utilizes such access.
Definitions
- “Customer” means an entity that has executed a Services Agreement with Mako for the provision of services and subsequently authorizes Third Party access through Mako equipment, platforms, or services.
- “Third Party” means any third-party entity or individual that receives authorization from a Customer to access that Customer’s systems through Mako equipment, platforms, or services.
- “Services Agreement” means the primary agreement between Mako and a Customer governing the provision of Mako services.
- “Access Credentials” means any username, password, authentication token, or other security mechanism provided to enable access through Mako equipment, platforms, or services.
- “Mako Systems” means Mako equipment, platforms, services, infrastructure, and any associated technology.
- “Access Form” means the Third Party access authorization form executed by a Customer that identifies the Third Party, the authorized scope of access, and the specific sites or systems to which access is granted.
Acceptance and Binding Effect
Customers agree to Part A of these Access Terms by executing an access authorization form or by authorizing Third Party access through Mako Systems. Third Party agrees to Part B by accessing or using Mako Systems in any manner, including through Access Credentials or access granted by Mako or Customer. Any Third Party that accessed Mako Systems prior to the Effective Date is bound by Part B upon any continued access or use thereafter. Each party is bound only by the provisions applicable to its role.
Hold Harmless Obligations Relating to Third Party Access
In connection with the grant, administration, or continuation of Third Party access to Mako Systems or Customer systems accessed therethrough, each of Customer and Third Party (each, a “Releasing Party“) agrees to hold harmless Mako, its parent companies, subsidiaries, affiliates, officers, directors, employees, contractors, agents, successors, and assigns from and against any claims, damages, losses, costs, liabilities, and expenses, including reasonable attorneys’ fees, arising from any acts or omissions by such Releasing Party or its employees, agents, or subcontractors, including breach of these Access Terms, violation of applicable law, infringement of third-party rights, unauthorized disclosure of confidential information, or any negligent, reckless, or intentional misconduct, to the extent relating to Third Party access contemplated by these Access Terms.
Legal and Regulatory Compliance
Each of Customer and Third Party shall comply with all applicable laws, regulations, and industry standards in connection with Third Party access to or use of Mako Systems and Customer systems, including applicable data protection, privacy, export control, and sector-specific requirements such as PCI DSS, HIPAA, and GDPR. Each party is solely responsible for determining which requirements apply to its activities.
Security Incident Notification
Each of Customer and Third Party shall notify Mako within twenty-four (24) hours of discovering any actual or suspected security incident, data breach, unauthorized access, compromise of Access Credentials, or violation of these Access Terms. Notification shall include a description of the incident, affected systems and data, preliminary impact assessment, remediation steps taken, and a designated contact for follow-up. Each party shall cooperate fully with Mako in any related investigation or remediation. Failure to provide timely notification constitutes a material breach of these Access Terms.
PART A: CUSTOMER OBLIGATIONS AND ACKNOWLEDGMENTS
Customer Representations and Warranties
By authorizing Third Party access through Mako Systems, Customer represents and warrants that it has independently selected and contracted with the Third Party for specific services. Customer acknowledges that Mako is solely a technology platform provider and bears no involvement in, oversight of, or responsibility for the Third Party’s qualifications, competence, performance, or actions. Customer further represents that it possesses all necessary rights and authority to grant the requested access and that such authorization does not violate any third-party agreements or applicable law.
Scope of Access Authorization
Customer bears sole responsibility for defining and communicating to the Third Party the precise scope of authorized access, including permitted systems, permitted actions, and any temporal or geographic limitations. Customer acknowledges that Mako does not monitor or control Third Party actions and that Customer remains fully responsible for all consequences arising from its decision to grant access.
Security
In addition to the shared obligations in Article I, Customer retains complete responsibility for maintaining the security of its systems. Granting Third Party access may impact Customer’s compliance posture, and Customer is solely responsible for assessing and mitigating such impacts.
Termination and Revocation Rights
Customer may revoke Third Party access at any time by written notice to Mako at support@makonetworks.com. Mako may immediately terminate or suspend any Third Party access without prior notice if suspicious or anomalous activity is detected, if Customer breaches the Services Agreement, if Customer’s payment obligations are not current, or if Mako determines in its sole and absolute discretion that continued access poses any risk to Mako Systems, other customers, or Mako infrastructure. All Third Party access authorizations automatically terminate upon expiration or termination of the Services Agreement, regardless of the reason.
Relationship to Services Agreement
These Customer obligations supplement but do not supersede, modify, or replace any provisions of the Services Agreement. All terms of the Services Agreement, including limitations of liability, indemnification, confidentiality, and dispute resolution, remain in full force and effect regarding Third Party access. Any conflict between these Access Terms and the Services Agreement is resolved in favor of the Services Agreement. Any claims or disputes arising from or related to Third Party access shall be governed by the dispute resolution provisions of the Services Agreement.
PART B: THIRD PARTY OBLIGATIONS AND ACKNOWLEDGMENTS
Scope and Limitations of Access
Third Party acknowledges that access to Customer systems through Mako Systems is strictly limited to the specific systems, functions, and purposes authorized by Customer, and solely for providing contracted services. Third Party shall maintain the highest professional standards of care and implement reasonable administrative, physical, and technical safeguards to protect Access Credentials from unauthorized use or compromise. Any attempt to exceed authorized access, access unauthorized systems, or circumvent security controls constitutes a material breach and may result in immediate termination of access, civil liability, and criminal prosecution.
Confidentiality Obligations
Third Party agrees to maintain strict confidentiality regarding all information accessed or obtained through Mako Systems, including customer data, Mako technical infrastructure, security measures, network architecture, platform functionality, and technical specifications. Third Party shall not disclose any such information to any third party without Mako’s prior written consent. These obligations shall not apply to information that (a) becomes publicly available through no fault of Third Party, (b) was previously known to Third Party as evidenced by written records, (c) is independently developed without reference to confidential information, or (d) is required to be disclosed by law or valid court order, provided Third Party gives Mako prompt written notice and cooperates with efforts to obtain a protective order. Confidentiality obligations survive termination for five years, except that trade secret obligations survive for so long as such information retains trade secret status.
Access Credential Security and Restrictions
Access Credentials are authorized for use only by Third Party’s authorized personnel. Third Party is responsible for all activity under its Access Credentials and shall maintain a current record of authorized personnel, available to Mako upon request. Access Credentials may not be shared, transferred, or disclosed to any person outside of Third Party’s authorized personnel, including subcontractors. Access Credentials remain Mako’s exclusive property. Third Party shall return or certify destruction of all Access Credential information upon termination of access and shall implement multi-factor authentication where available and comply with all security requirements established by Mako. Unauthorized sharing of Access Credentials or circumvention of access controls constitutes a material breach.
Right of Inspection
Mako may, at its own cost and upon reasonable notice, verify Third Party’s compliance with these Access Terms, including by requesting certificates of insurance, security documentation, or other compliance records. Third Party shall respond within fifteen (15) business days. Mako may also conduct or commission a review of Third Party’s access-related security controls, and Third Party shall cooperate in good faith. If any review reveals material non-compliance, Third Party shall reimburse Mako for all reasonable costs incurred, including third-party auditor fees.
Disclaimer of Warranties and Limitation of Liability
MAKO NETWORKS PROVIDES ACCESS TO MAKO SYSTEMS “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. MAKO SPECIFICALLY DISCLAIMS ALL WARRANTIES INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. MAKO SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES ARISING FROM THIRD PARTY’S ACCESS TO OR USE OF MAKO SYSTEMS, REGARDLESS OF THE THEORY OF LIABILITY. MAKO’S TOTAL CUMULATIVE LIABILITY SHALL NOT EXCEED ONE THOUSAND DOLLARS ($1,000).
Governing Law, Jurisdiction, and Dispute Resolution
These Access Terms shall be governed by the laws of the State of Illinois without giving effect to conflict of law principles. Third Party submits to the exclusive jurisdiction and venue of the state and federal courts in Cook County, Illinois, waiving any objection including inconvenient forum. The prevailing party in any enforcement action shall be entitled to recover reasonable attorneys’ fees and costs.
Survival of Obligations
Indemnification obligations, confidentiality requirements, limitations of liability, and any accrued liabilities arising from actions during the period of authorized access survive termination, expiration, or revocation of access.
ARTICLE II: MISCELLANEOUS PROVISIONS
Entire Agreement
These Access Terms, together with any access authorization form and the applicable Services Agreement, constitute the entire agreement regarding Third Party access through Mako Systems and supersede all prior agreements, understandings, and representations relating to such subject matter.
Modification
Mako may modify these Access Terms at any time by posting revised terms on its website and providing email notice. Modified terms become effective thirty (30) days after posting and notice, unless a shorter period is required for security or legal reasons. Continued use of access after the effective date constitutes acceptance.
Severability
If any provision is held invalid or unenforceable, the remaining provisions continue in full force and the invalid provision shall be modified to the minimum extent necessary to make it enforceable.
No Waiver
No failure or delay by Mako in exercising any right under these Access Terms operates as a waiver, nor shall any partial exercise preclude further exercise thereof.
Assignment
Neither Customer nor Third Party may assign any rights or obligations under these Access Terms without Mako’s prior written consent, which may be withheld in Mako’s sole discretion. Any unauthorized assignment is void. Mako may freely assign its rights and obligations without consent.
Notices
All notices shall be in writing and deemed given when (a) delivered personally, (b) sent by confirmed email, (c) sent by overnight courier, or (d) three (3) business days after mailing by certified mail, return receipt requested, to the addresses in the applicable Access Form or Services Agreement. Notices to Mako shall be directed to legal@makonetworks.com.
Third-Party Beneficiaries
Except for the Mako Indemnified Parties, who are express third-party beneficiaries of the indemnification provisions, these Access Terms confer no rights upon any person or entity other than the parties hereto.
If you have any questions about these policies, please contact legal@makonetworks.com.