Last Updated: June 5, 2018
1.2. Changes to Terms. These Terms, or any part thereof, may be modified by us, including the addition or removal of terms at any time, and such modifications, additions or deletions will be effective immediately upon posting. Your use of the Websites after such posting shall be deemed to constitute acceptance by you of such modifications, additions or deletions.
1.3. Changes to Websites. We may change or discontinue any aspect, service or feature of the Websites at any time, including, but not limited to, content, availability, and equipment needed for access or use.
1.5. User Content Guidelines. The following terms apply to content submitted by you:
1.5.1 The Websites may contain comments sections, discussion forums, or other interactive features (“Interactive Areas”) in which you may post or upload user-generated content, comments, video, photos, messages, other materials or items (collectively – “User Content”). You are solely responsible for your use of any Interactive Areas and you use them at your own risk. Interactive Areas are available for individuals aged 16 years or older. By submitting User Content to an Interactive Area, you represent that you are 16 years of age or older and, if you are under the age of 16, you either are have obtained the legal consent of your parent or legal guardian to enter into these Terms, submit content, and participate on the Websites.
1.5.2 By submitting any User Content or participating in an Interactive Area within or in connection with the Websites, you agree that you will not upload, post or otherwise transmit any User Content that (a) violates or infringes in any way upon the rights of others, including any statements which may defame, harass, stalk or threaten others; (b) you know to be false, misleading or inaccurate; (c) contains blatant expressions of bigotry, racism, racially or ethnically offensive content, hate speech, abusiveness, vulgarity or profanity; (d) contains or advocates pornography or sexually explicit content, paedophilia, incest, bestiality, or that is otherwise obscene or lewd; (e) violates any law or advocates or provides instruction on dangerous, illegal, or predatory acts, or discusses illegal activities with the intent to commit them; (f) advocates violent behavior; (g) poses a reasonable threat to personal or public safety; (h) contains violent images of killing or physical abuse that appear to have been captured solely, or principally, for exploitative, prurient, or gratuitous purposes; (i) is protected by copyright, trademark, trade secret, right of publicity or other proprietary right without the express permission of the owner of such copyright, trademark, trade secret, right of publicity or other proprietary right. The burden of determining that any User Content is not protected by copyright, trademark, trade secret, right of publicity or other proprietary right rests with you. You shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, trade secrets, rights of publicity or other proprietary rights or any other harm resulting from such a submission. Any person determined by Secure Privacy, in its sole discretion, to have violated the intellectual property or other rights of others shall be barred from submitting or posting any further material on the Websites; (j) does not generally pertain to the designated topic or theme of any Interactive Area; (k) contains any unsolicited or unauthorized advertising or promotional materials with respect to products or services, “junk mail”, “spam”, “chain letters”, “pyramid schemes”, or any other form of solicitation; or (l) uses the name or likeness of an identifiable natural person without such person’s consent.
1.5.3 You agree not to represent or suggest, directly or indirectly, the Secure Privacy’s endorsement of User Content.
1.5.4 You agree not to upload, post or otherwise transmit any User Content, software or other materials which contain a virus or other harmful or disruptive component.
1.5.5 You agree not to use any service, technology or automated system to artificially inflate the page views that your User Content receives. This includes pay-per-click services, web “robots” and any other current or future technologies. You also agree not to direct any third party to use these services, technologies or automated systems on your behalf.
1.5.6 You agree not to use any technology, service or automated system to post more User Content than an individual could upload in a given period of time. You also agree not to direct any third party to use these services, technologies or automated systems on your behalf.
1.5.7 Any conduct that we, in our sole discretion, believe restricts or inhibits anyone else from using or enjoying the Websites will not be permitted. We reserve the right in our sole discretion to remove or edit User Content submitted by you.
1.5.8 We are not responsible for the accuracy or credibility of any User Content, and do not take any responsibility or assume any liability for any actions you may take as a result of reading User Content posted on the Websites. Through your use of Interactive Areas, you may be exposed to content that you may find offensive, objectionable, harmful, inaccurate or deceptive. There may also be risks of dealing with underage persons, people acting under false pretense, international trade issues and foreign nationals. By using Interactive Areas, you assume all associated risks.
1.5.9 We have the right, but not the obligation, to monitor User Content posted or uploaded to the Websites to determine compliance with these Terms and any operating rules established by us and to satisfy any law, regulation or authorized government request. Although we have no obligation to monitor, screen, edit or remove any of the User Content posted or uploaded to the Websites, we reserve the right, and have absolute discretion, to screen, edit, refuse to post or remove without notice any User Content posted or uploaded to the Websites at any time and for any reason, and you are solely responsible for creating backup copies of and replacing any User Content posted to the Websites at your sole cost and expense. The decision by Secure Privacy to monitor and/or modify User Content does not constitute nor shall it be deemed to constitute editorial control over such content or any responsibility or liability in any manner on our part in connection with or arising from your use of Interactive Areas on the Websites.
1.5.10 By submitting User Content to the Websites, you automatically grant us a royalty-free, perpetual, irrevocable, non-exclusive, worldwide right and license to use, publish, reproduce, modify, adapt, edit, translate, create derivative works from, incorporate into other works, distribute, sublicense (through multiple tiers) and otherwise use such User Content (in whole or in part) in any form, media or technology now known or hereafter developed, without payment to you or to any third parties. Additionally, to the fullest extent permitted under applicable law, you waive your moral rights in the User Content and agree not to assert such rights against us. You represent and warrant to us that you have the full legal right, power and authority to grant to us the license provided for herein, that you own or control the complete exhibition and other rights to the User Content you submitted for the purposes contemplated in this license and that neither the User Content nor the exercise of the rights granted herein shall violate these Terms, or infringe upon any rights, including the right of privacy or right of publicity, or constitute a libel or slander against, or violate any common law or any other right of, or cause injury to, any person or entity. You further grant to us the right, but not the obligation, to pursue at law any person or entity that violates your or our rights in the User Content by breaching these Terms.
1.6. User Conduct Guidelines. The following terms apply to your conduct when accessing or using the Websites: (a) you agree not to interfere with or disrupt the Websites or the servers or networks connected to the Websites, or disobey any requirements, procedures, policies or regulations of networks connected to the Websites; (b) you agree not to reproduce, duplicate, copy, reverse engineer, hack, sell, resell or exploit for any commercial purpose, any portion of the Websites, use of the Websites, or access to the Websites; (c) you agree not to engage in any activity that would constitute a criminal offense or give rise to a civil liability; (d) you agree not to impersonate any person or entity, including, but not limited to, the Secure Pruvacy or any Secure Privacy employee, or falsely state or otherwise misrepresent your affiliation with any person or entity; and (e) you agree not to interfere with any other user’s right to privacy, including by harvesting or collecting personally-identifiable information about users of the Websites or posting private information about a third party.
1.7. Intellectual Property Rights. All text, graphics, photographs, trademarks, logos, icons, user interfaces, sounds, music, videos, artwork, software and computer code (collectively, “Content”), including but not limited to the “look and feel”, layout, design, structure, color scheme, selection, combination and arrangement of the Content present on the Websites is owned by or licensed to us. Such Content is protected by copyright, trademark, trade dress and various other intellectual property and unfair competition laws.
Except with our express written permission or as permitted by applicable laws, you may not copy, distribute, reproduce, mirror, frame, publicly display, publicly perform, translate, reverse engineer, hack, create derivative works of, re-publish or transmit the Websites or Content (in whole or in part) in any way or through any medium for distribution, publication or for any commercial purpose.
You may display, copy and download Content from the Websites solely for your personal and non-commercial use provided that: (a) you do not remove any copyright or proprietary notice from the Content; (b) such Content will not be copied or posted on any networked computer or published in any medium; and (c) no modifications are made to such Content.
1.8. Disclaimer of Warranty; Limitation of Liability.
(A) YOU EXPRESSLY AGREE THAT USE OF THE WEBSITES IS AT YOUR SOLE DISCRETION AND RISK. SECURE PRIVACY, ITS OTHER AFFILIATES NOR ANY OF THEIR RESPECTIVE EMPLOYEES, PARTNERS, THIRD PARTY CONTENT PROVIDERS, THIRD-PARTY SERVICE PROVIDERS OR LICENSORS DO NOT WARRANT THAT YOUR USE OF THE WEBSITES WILL BE UNINTERRUPTED OR ERROR-FREE; NOR DO WE GIVE YOU ANY WARRANTY, EXPRESS OR IMPLIED, AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE WEBSITES, OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICE, OR MERCHANDISE PROVIDED THROUGH THE WEBSITES.
(B) THE WEBSITES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THESE TERMS.
(C) TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, IN NO EVENT SHALL THE SECURE PRIVACY, OR ITS FUTURE PARENT OR AFFILIATED COMPANIES, BE LIABLE TO YOU FOR ANY PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER AND/OR DEVICE OR TECHNOLOGY FAILURE OR MALFUNCTION OR FOR ANY FORM OF DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES BASED ON ANY CAUSES OF ACTION ARISING OUT OF USE OF THE WEBSITES OR ANY ALLEGED FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, OR DELAY IN SERVICE, OPERATION, OR TRANSMISSION OF THE WEBSITES, OR ANY ALLEGED COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OF PROPERTY, AND/OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF OR POSTING OF ANY RECORD, CONTENT, OR TECHNOLOGY, PERTAINING TO OR ON THE WEBSITES. YOU AGREE THAT THIS LIMITATION OF LIABILITY APPLIES WHETHER SUCH ALLEGATIONS ARE FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR FALL UNDER ANY OTHER CAUSE OF ACTION, REGARDLESS OF THE BASIS UPON WHICH LIABILITY IS CLAIMED AND EVEN IF SECURE PRIVACY OR FUTURE PARENT OR AFFILIATED COMPANIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. WITHOUT PREJUDICE TO THE FOREGOING, YOU ALSO SPECIFICALLY ACKNOWLEDGE THAT THE SECURE PRIVACY OR FUTURE PARENT OR AFFILIATED COMPANIES ARE NOT LIABLE FOR ANY ACTUAL OR ALLEGED DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF OTHER USERS OF THE WEBSITES OR ANY OTHER THIRD PARTIES.
IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE ABOVE LIMITATION OF LIABILITY TO APPLY TO YOU, THE LIMITATIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.
1.9. Indemnification. You agree to defend, indemnify and hold harmless Secure Privacy, its affiliates and their respective directors, officers, employees and partners from and against all claims and expenses, including attorneys’ fees, arising out of the use of the Websites by you. Secure Privacy reserves the right to take over the exclusive defense of any claim for which we are entitled to indemnification under this section. In such event, you shall provide Secure Privacy with such cooperation as is reasonably requested by Secure Privacy.
1.10. Termination. We may terminate or suspend these Terms at any time without notice to you. Without limiting the foregoing, we shall have the right to immediately terminate your access to the Websites in the event of any conduct by you that we, in our sole discretion, consider to be unacceptable, or in the event of any breach by you of these Terms. The provisions of Sections 1.8. and 1.9 shall survive the termination of these Terms.
Please report any violations of these Terms to Secure Privacy.
1.12. Copyrights. We respect others’ intellectual property rights, and expect our users and customers to do the same. If you believe that your work has been copied on the Websites in a way that constitutes copyright infringement, please contact Secure Privacy. We reserve the right to terminate access to the Websites for users or customers who post material that infringes the intellectual property rights of others.
1.13. Miscellaneous. These Terms and any operating rules for the Websites established by us constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede all previous written or oral agreements between the parties with respect to such subject matter. The provisions of these Terms are for the benefit of the Secure Privacy, its affiliates and its third party content providers and licensors and each shall have the right to assert and enforce such provisions directly or on its own behalf. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. If any part of these Terms is found by a court of competent jurisdiction to be invalid or unenforceable, it will be replaced with language reflecting the original purpose in a valid and enforceable manner. The enforceable sections of these Terms will remain binding upon the parties. The section headings used herein are for convenience only and shall not be given any legal import.
By accepting this Agreement, either by signing up to the Service or End-User to access or use the service, You agree to be bound by this Agreement. If You are entering into this Agreement on behalf of a company, organization or another legal entity (an “Entity”), You are agreeing to this Agreement for that Entity and representing to Secure Privacy that You have the authority to bind such Entity and its Affiliates to this Agreement, in which case the terms “Subscriber,” “You,” “Your” or a related capitalized term herein shall refer to such Entity and its Affiliates. If You do not have such authority, or if You do not agree with this Agreement, You must not accept this Agreement and may not use any of the Services.
The following terms have the following meanings:
Account means any accounts or instances created by or on behalf of Subscriber or affiliate within the Services.
Affiliate means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, whereby “control” (including, with correlative meaning, the terms “controlled by” and “under common control”) means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract, or otherwise.
Applicable Data Protection Law means EU General Data Protection Regulation (or a successor thereto).
API means the application programming interfaces developed and enabled by Secure Privacy that permit Subscribers to scan, access and use certain functionality provided by the Services, including, without limitation, the REST API that enables the interaction with the Services automatically through HTTP requests and the application development API that enables the integration of the Services with other web applications.
Associated Services means products, services, features and functionality designed to be used in conjunction with the Services but not included in the Service Plan to which You subscribe, including, without limitation, integrations and applications created or developed by Secure Privacy or its Affiliates. For the avoidance of doubt, none of the Services or any other product, service, feature or functionality that is expressly stated to be governed by any alternative license, agreement or terms shall be deemed an Associated Service.
Beta Services means a product, service or functionality provided by Secure Privacy that may be made available to You to try at Your option at no additional charge which is clearly designated as beta, pilot, limited release, non-production, early access, evaluation or by a similar description.
Confidential Information means all information disclosed by Secure Privacy to You, or by You to Secure Privacy, which is in tangible form and labelled “confidential” (or with a similar label) or which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure, including, but not limited to, information relating to Secure Privacy’s security policies and procedures. For the purposes of this Agreement, all Service Data shall be deemed Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include information that (a) was already known to the receiving Party at the time of disclosure by the disclosing Party; (b) was or is obtained by the receiving Party from a third party not under an obligation of confidentiality with respect to such information; (c) is or becomes generally available to the public other than by violation of this Agreement or another valid agreement between the Parties; or (d) was or is independently developed by the receiving Party without the use of the disclosing Party’s Confidential Information.
Consulting Services means consulting and professional services (including any training, development or implementation services) provided by Secure Privacy or its authorized subcontractors as indicated on an Order Form or other written documents such as a statement of work “SOW”, as defined below.
End-User means any person or entity other than Subscriber who is using a Service.
Personal Data means any information relating to an identified or identifiable natural person (“data subject”).
Personnel means employees and/or non-employee service providers and contractors of Secure Privacy engaged by the Secure Privacy in connection with performance hereunder.
Service(s) means the products and services that are ordered by You online through a link or via an Order Form referencing this Agreement, whether on a trial or paid basis, and made available online by Us, via the applicable subscriber login link and other web pages designated by Us, including, individually and collectively, the applicable Software, updates, API, Documentation, and all applicable Associated Services that You have purchased
Subscription Term means the period for which You have agreed to subscribe to and use a Service with respect to any website.
Third Party Services means third party products, applications, services, software, networks, plugins, systems, directories, websites, databases and information obtained separately by You and which a Service links to, or which You may connect to or enable in conjunction with a Service, including, without limitation, Third Party Services which may be integrated directly into Your Account by You or at Your direction.
2.2. General Conditions; Access to and use of the services
2.2.1 During the Subscription Term and subject to compliance by You and End-Users with this Agreement, You have the limited right to access and use a Service consistent with the Service Plan(s) that You subscribe to, together with all applicable Deployed Associated Services, for Your internal business purposes. We will (a) make the Services and Service Data available to You pursuant to this Agreement and the applicable Order Forms; (b) provide applicable standard customer support for the Services to You at no additional charge as detailed on the applicable Site and Documentation and/or upgraded support if purchased; (c) use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except (i) during planned downtime for upgrades and maintenance of the Services (of which We will use commercially reasonable efforts to notify You in advance both through Our Site and a notice to Your Account owner and Agents) (“Planned Downtime”); and (ii) for any unavailability caused by circumstances beyond Our reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving Our employees), Internet service provider failure or delay, Third Party Services, or acts undertaken by third parties, including without limitation, denial of service attack (“Force Majeure Event”). Secure Privacy reserves the right to monitor and periodically audit Your use of the Secure Privacy Services to ensure that Your use complies with the Agreement and the Service Plan restrictions on Our Site. Should Secure Privacy discover that You are not in compliance with the Agreement or the Service Plan restrictions on Our Site, Secure Privacy reserves the right to charge You, and You hereby agree to pay for, said usage in addition to other remedies available to Us.
2.2.2 You may not use the Services to provide customer service, support or other outsourced business process services on behalf of more than one third party (other than Affiliates) through a single Account. Without limiting the foregoing, Your right to access and use the API is also subject to the restrictions and policies implemented by Secure Privacy from time to time with respect to the API as set forth in the Documentation or otherwise communicated to You in writing.
2.2.3 A high speed Internet connection is required for proper transmission of the Services. You are responsible for procuring and maintaining the network connections that connect Your network to the Services, including, but not limited to, “browser” software that supports protocols used by Secure Privacy, including the Transport Layer Security (TLS) protocol or other protocols accepted by Secure Privacy, and to follow procedures for accessing services that support such protocols. We are not responsible for notifying You or End-Users of any upgrades, fixes or enhancements to any such software or for any compromise of data, including Service Data, transmitted across computer networks or telecommunications facilities (including but not limited to the Internet) which are not owned, operated or controlled by Secure Privacy. We assume no responsibility for the reliability or performance of any connections as described in this section.
2.2.4 In addition to complying with the other terms, conditions and restrictions set forth below in this Agreement, You agree not to (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Services available to any third party except in furtherance of Your internal business purposes as expressly permitted by this Agreement; (b) use the Services to Process data on behalf of any third party other than Agents or End-Users; (c) modify, adapt, reverse engineer or hack the Services or otherwise attempt to gain unauthorized access to the Services or related systems or networks; (d) falsely imply any sponsorship or association with Secure Privacy, (e) use the Services in any unlawful manner, including, but not limited to, violation of any person’s privacy rights; (f) use the Services to send unsolicited or unauthorized bulk mail, junk mail, spam, pyramid schemes or other forms of duplicative or unsolicited messages; (g) use the Services to store or transmit files, materials, data, text, audio, video, images or other content that infringes third party’s intellectual property rights; (h) use the Services in any manner that interferes with or disrupts the integrity or performance of the Services and its components; (i) attempt to decipher, decompile, reverse engineer or otherwise discover the source code of any Software making up the Services; (j) use the Services to knowingly post, transmit, upload, link to, send or store any content that is unlawful, racist, hateful, abusive, libellous, obscene, or discriminatory; (k) use the Services to knowingly post transmit, upload, link to, send or store any viruses, malware, trojan horses, time bombs, or any other similar harmful software (“Malicious Software”); (l) use or launch any automated system that accesses a Service (e.g. bot) in a manner that sends more request messages to a Service server in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser; or (m) attempt to use, or use the Services in violation of this Agreement.
2.2.5 In addition to Our rights as set forth herein, We reserve the right, in Our reasonable discretion, to temporarily suspend Your access to and use of a Service if We suspect or detect any Malicious Software connected to Your Account or to the use of a Service by You or End-Users.
2.2.6 You acknowledge that Secure Privacy may modify the features and functionality of the Services during the Subscription Term at any time and at its sole discretion.
2.2.7 You may not access the Services if You are a direct competitor of the Secure Privacy, except with Secure Privacy’s prior written consent. You may not access the Services for the purposes of monitoring performance, availability, functionality, or for any benchmarking or competitive purposes.
2.2.8 If You register for a free trial for any of the Services, We will make such Services available to You on a trial basis free of charge until the earliest of (a) the end of the free trial period for which You registered to use the applicable Service(s); (b) the start date of any subscription to such Service purchased by You for such Service(s); or (c) termination of the trial by Us at our sole discretion. Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.
ANY SERVICE DATA YOU ENTER INTO A SERVICE, AND ANY CONFIGURATIONS OR CUSTOMIZATIONS MADE TO A SERVICE BY OR FOR YOU, DURING YOUR FREE TRIAL WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE A SUBSCRIPTION TO THE SAME SERVICE AS COVERED BY THE TRIAL OR OTHERWISE PURCHASE THE APPLICABLE SERVICE BEFORE THE END OF THE FREE TRIAL PERIOD.
2.2.9 From time to time, We may make Beta Services available to You at no charge. You may choose to try such Beta Services at Your sole discretion. Beta Services are intended for evaluation purposes only and not for production use, are not subject to regular customer support, and may be subject to additional terms that will be presented to You. Beta Services are not considered “Services” under this Agreement; however, all restrictions, Our reservation of rights and Your obligations concerning the Services, and the use of any Third Party Services shall apply equally to Your use of Beta Services. Unless otherwise stated, any Beta Services trial period will expire upon the earliest of one year from the trial start date or the date that a version of the Beta Services becomes generally available without the applicable Beta Services designation. We may discontinue Beta Services at any time at Our sole discretion and may make them never generally available. We assume no liability for any harm or damage arising out of or in connection with a Beta Service.
2.3. Confidentiality; Security and Privacy
2.3.1 Subject to the express permissions set forth in this Agreement, each Party will protect each other’s Confidential Information from unauthorized use, access or disclosure in the same manner as it protects its own Confidential Information, but no less than with reasonable care. Except as otherwise expressly permitted pursuant to this Agreement, each of us may use each other’s Confidential Information solely to exercise our respective rights and perform our respective obligations under this Agreement and shall disclose such Confidential Information (a) solely to the Personnel who have a need to know such Confidential Information for such purposes and who are bound to maintain the confidentiality of, and not misuse, such Confidential Information; (b) as necessary to comply with an order or subpoena of any administrative agency or court of competent jurisdiction; or (c) as reasonably necessary to comply with any applicable law or regulation. The provisions of this Section shall supersede any non-disclosure agreement by and between the Parties that would purport to address the confidentiality and security of the Service Data and such an agreement shall have no further force or effect with respect to the Service Data.
2.3.2 Secure Privacy will maintain reasonable administrative, physical, and technical safeguards for the protection of the security, confidentiality and integrity of Service Data. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of the Service Data by the Personnel except (a) to provide the Services and prevent or address service, support or technical problems; (b) for compliance with this Agreement or applicable law; or (c) as You expressly permit in writing.
2.3.4 You agree that Secure Privacy and the third-party service providers that are utilized by Secure Privacy to assist in providing the Services to You shall have the right to access Your Account and to use, modify, reproduce, distribute, display and disclose Service Data to the extent necessary to provide the Services, including, without limitation, in response to Your support requests. Any third-party service providers utilized by the Secure Privacy will only be given access to Your Account and Service Data as is reasonably necessary to provide the Services and will be subject to confidentiality obligations which are commercially reasonable and substantially consistent with the standards described.
2.4. Intellectual Property Rights
Each Party shall retain all rights, title and interest in and to all its respective patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights (collectively, “Intellectual Property Rights”). The rights granted to You, Agents and End-Users to use the Service(s) under this Agreement do not convey any additional rights in the Service(s) or in any Intellectual Property Rights associated therewith. Subject only to limited rights to access and use the Service(s) as expressly stated herein, all rights, title and interest in and to the Services and all hardware, Software and other components of or used to provide the Services, including all related Intellectual Property Rights, will remain with Secure Privacy and belong exclusively to Secure Privacy. Secure Privacy shall have a free, worldwide, transferable, sub-licensable (through multiple layers), assignable, irrevocable and perpetual license to implement, use, modify, commercially exploit, and/or incorporate into the Services or otherwise use any suggestions, enhancement requests, recommendations or other feedback We receive from You, Agents, End-Users, or other third parties acting on Your behalf.
2.5. Third Party Services
Secure Privacy may use Third Party Services as part of the Service. Your access and use of Third Party services are governed solely by the terms and conditions of such Third Party Services, and We do not endorse, are not responsible or liable for, and make no representations as to any aspect of such Third Party Services, including, without limitation, their content or the manner in which they handle, protect, manage or Process data (including Service Data) or any interaction between You and the provider of such Third Party Services. We cannot guarantee the continued availability of such Third Party Service features, and may cease enabling access to them without entitling You to any refund, credit, or Third Party compensation, if, for example and without limitation, the provider of a Third Party Service ceases to make the Third Party Service available for interoperation with the corresponding Service in a manner acceptable to Us. You irrevocably waive any claim against Secure Privacy with respect to such Third Party Services. We are not liable for any damage or loss caused or alleged to be caused by or in connection with Your enablement, access or use of any such Third Party Services, or Your reliance on the privacy practices, data security processes or other policies of such Third Party Services. You may be required to register for or log into such Third Party Services on their respective websites. By enabling any Third Party Services, You are expressly permitting Secure Privacy to disclose Your Login, as well as Service Data as necessary to facilitate the use or enablement of such Third Party Services.
2.6. Billing Plan Modifications and Payments
2.6.1 Unless otherwise indicated on an Order Form referencing this Agreement, all charges associated with Your access to and use of a Service are due in full upon commencement of Your Subscription Term, with respect to the time the Service is purchased, subscribed to or otherwise deployed for. If You fail to pay Your Subscription Charges or other charges indicated on any Order Form within five (5) business days of Our notice to You that the payment is due or delinquent, or if You do not update your payment information upon Our request, in addition to Our other remedies, We may suspend or terminate your access to and use of such a Service by You, your Agents and End-Users.
2.6.2 We will automatically upgrade your account to the next plan when you’re account has hit the maximum number of documented website visitors.
2.6.3 If your account is upgraded to a more expensive plan, any incremental Subscription Charges associated with such Subscription Upgrade will be prorated over the remaining period of Your then current Subscription Term, charged to Your Account and due and payable upon the implementation of such a Subscription Upgrade. In any future Subscription Term, Your Subscription Charges will reflect any such Subscription Upgrades.
2.6.4 No refunds or credits for Subscription Charges or other fees or payments will be provided to You if You elect to downgrade Your Service Plan. Downgrading Your Service Plan may cause loss of content, features, or capacity of the Service as available to You under Your Account, and Secure Privacy does not accept any liability for such loss or disruption.
2.6.5 Unless otherwise stated, Our charges do not include any taxes, levies, duties or similar governmental assessments, including value-added or sales taxes (collectively “Taxes”).
2.6.6 If You pay by credit card or certain other payment instruments, the Services provide an interface to the Account owner to change credit card information (e.g. upon card renewal). The Account owner will receive a receipt upon each receipt of payment, or they may obtain a receipt from within the Services to track subscription status. You hereby authorize the payment provider to bill Your credit card or other payment instrument in advance on a periodic basis in accordance with the terms of the Service Plan for the Services and for the periodic Subscription Charges applicable to the Deployed Associated Services to which You subscribe until Your subscription to the Services terminates, and You agree to pay any Subscription Charges so incurred.
2.7. Cancellation and Termination
2.7.1 Either Party may elect to terminate Your Account and subscription to a Service as of the end of Your then current Subscription Term by providing notice, in accordance with this Agreement, thirty (30) calendar days preceding the end of such a Subscription Term. Unless Your Account and subscription to a Service are so terminated, Your subscription to a Service (including any and all Deployed Associated Services) will renew for a Subscription Term equivalent in length to the then expiring Subscription Term.
2.7.2 No refunds or credits for Subscription Charges or other fees or payments will be provided to You if You elect to terminate Your subscription to the Service or cancel Your Account prior to the end of Your then effective Subscription Term.
2.7.3 We reserve the right to modify, suspend or terminate the Services (or any part thereof), Your Account or Your and/or Agents’ or End-Users’ rights to access and use the Services, and remove, disable and discard any Service Data at any time if We believe that You or End-Users have violated this Agreement.
2.7.4 A Party may terminate this Agreement for cause (a) upon thirty (30) calendar days’ written notice to the other Party of a material breach if such a breach remains uncured at the expiration of that notice period; or (b) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding related to insolvency, receivership, liquidation or assignment for the benefit of creditors.
2.7.5 Upon request by You made within thirty (30) calendar days after the effective date of the termination or expiration of this Agreement, We will make Service Data available to You for export or download as provided in the Documentation. After such a 30-day period, We will have no obligation to maintain or provide any Service Data, and, as set forth in the Documentation, we will have the right to delete or destroy all copies of Service Data in Our systems or otherwise in Our possession or control, unless doing so is prohibited by law.
2.8. Representations, Warranties and Disclaimers
2.8.1 Each Party represents that it has voluntarily and validly entered into this Agreement and has the legal power to do so.
2.8.1 EXCEPT AS SPECIFICALLY SET FORTH HEREIN, THE SITES AND THE SERVICES, INCLUDING ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, TO THE FULLEST EXTENT PERMITTED BY LAW, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, AND NO INFORMATION OR ADVICE OBTAINED BY YOU FROM US OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
2.9. Limitation of Liability
2.9.1 UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) SHALL WE, OR OUR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, SUPPLIERS OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, BUSINESS INTERRUPTION, LOSS OF GOODWILL, OR FOR ANY TYPE OF INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGES, OR ANY OTHER LOSS OR DAMAGES INCURRED BY YOU OR ANY THIRD PARTY IN CONNECTION WITH THIS AGREEMENT, THE SERVICES OR CONSULTING SERVICES, REGARDLESS OF WHETHER WE HAVE BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES.
2.9.2 NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, SECURE PRIVACY’S AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY ARISING OUT OF THIS AGREEMENT OR OTHERWISE IN CONNECTION WITH ANY SUBSCRIPTION TO, OR USE OR EMPLOYMENT OF THE SERVICES, SHALL IN NO EVENT EXCEED THE SUBSCRIPTION CHARGES FOR SUCH SERVICES PAID BY YOU DURING THE TWELVE (12) MONTHS PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY.
2.9.3 SECURE PRIVACY PROVIDES A TOOL FOR COLLECTING AND MANAGING USER CONSENT ON WEBSITES. THIS TOOL IS PROVIDED ‘AS IS’ AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. YOU UNDERSTAND THAT COMPLIANCE WITH APPLICABLE DATA PROTECTION LAW IS A MULTI-FACETED MATTER, WHICH IS REFLECTED IN ALL PROCESSES AND AREAS OF OPERATION OF YOUR BUSINESS, NOT ONLY ON YOUR WEBSITE. MOREOVER, A USER CONSENT MANAGEMENT MECHANISM ON A WEBSITE ALONE DOES NOT GUARANTEE FULL COMPLIANCE OF THE WEBSITE WITH APPLICABLE DATA PROTECTION LAW. THEREFORE, SECURE PRIVACY DOES NOT GUARANTEE AND IS NOT LIABLE FOR COMPLIANCE OF YOUR WEBSITE AND/OR YOUR BUSINESS AND DATA PROCESSING ACTIVITIES, FOR WHICH USER CONSENT IS COLLECTED, WITH APPLICABLE DATA PROTECTION LAW, AND IT IS YOUR SOLE RESPONSIBILITY TO ENSURE SUCH COMPLIANCE.
2.9.4 Any claims or damages that You may have against Secure Privacy shall only be enforceable against Secure Privacy and not any other entity or its officers, directors, representatives or partners.
Secure Privacy uses certain subprocessors and content delivery networks to assist in providing the Services.
What is a Subprocessor:
A subprocessor is a third party data processor engaged by Secure Privacy who has or potentially will have access to or process Service Data (which may contain Personal Data). Secure Privacy engages different types of subprocessors to perform various functions as explained in the tables below.
Secure Privacy undertakes to use a commercially reasonable selection process by which it evaluates the security, privacy and confidentiality practices of proposed subprocessors that will or may have access to or process Service Data.
Infrastructure Subprocessors – Service Data Storage
Secure Privacy owns or controls access to the infrastructure that Secure Privacy uses to host Service Data submitted to the Services, other than as set forth below. Currently, the Secure Privacy production systems for the Services are located in the EU (Netherlands).
|Entity Name||Entity Type||Entity Country|
|Microsoft Azure||Cloud Service Provider||Netherlands|
Secure Privacy works with certain third parties to provide specific functionality within the Services. These providers are the Subprocessors set forth below. In order to provide the relevant functionality these Subprocessors access Service Data. Their use is limited to the indicated Services and purposes.
|Entity Name||Purpose||Aplicable Servicesp||Entity Country|
|Google Analytics||Google Analytics (“Google”) is the analytics provider that Secure Privacy uses to provide Insights and Analytics within the Services.||Website||United States|
|WordPress and Jetpack by Automattic||Administration of our websites.||Website||United States|
|Stripe||Payment processing.||Secure Privacy
|Typeform||An online forms plugin.||All||Spain|
|MailChimp||Email administration and sending service.||Website||United States|
|SendGrid||Email administration and sending service.||Secure Privacy
|Getsitecontrol||Online messaging service.||Website and Secure Privacy
Content Delivery Networks
As explained above, Secure Privacy’s Services may use content delivery networks (“CDNs”) to provide the Services, for security purposes, and to optimize content delivery. CDNs do not have access to Service Data but are commonly used systems of distributed services that deliver content based on the geographic location of the individual accessing the content and the origin of the content provider. Website content served to website visitors and domain name information may be stored with a CDN to expedite transmission, and information transmitted across a CDN may be accessed by that CDN to enable its functions. The following describes the use of CDNs by Secure Privacy’s Services.
|CDN Provider||Services Using CDN||CDN Location||Description of CDN Services|
|Cloudflare||All Services||Global||Cloudflare’s services include a content distribution network, a domain name system network, web content optimization, web application firewall, internet protocol reputation filtering, and distributed denial of service attack prevention.|
Content Delivery Networks
Secure Privacy’s Data Deletion Policy (“Data Deletion Policy”) describes how our Subscribers’ Service Data is deleted in connection with the cancellation, termination or migration of an Account within the Secure Privacy’s Services detailed herein.
Account Cancellation or Termination
Ninety (90) days after your Account for one of the Services listed below is cancelled or terminated; or, two hundred and seventy (270) days after your trial has ended for one of the Services (assuming that you have not purchased a subscription to that Service), an automated process will begin that permanently deletes your Service Data for the cancelled Service in accordance with the timelines set forth in the tables below.
Secure Privacy Support
|Structured Data Description||Timeline for Deletion (after the deletion process begins) for Cancellation, Termination or Migration|
|Ticket Data||40 days|
|User Data||40 days|
Secure Privacy Chat
|Structured Data Description||Timeline for Deletion (after the deletion process begins) for Cancellation, Termination or Migration|
|Chat Content||120 days|
Ticket Data includes support ticket comments, tags, custom fields and audit events.
User Data includes identities, hashed passwords and names for both Agents and End-Users.
Attachments includes files attached to support tickets.
Chat Content includes content inserted into a Chat session by an End-User or Subscriber.
Shortcuts includes macro responses used in Chat.
Analytics includes contents of reporting dashboard for Subscriber to analyze Chat and Agent activities in Chat.
Call Data includes metadata about the call such as time and duration.
End-User Information includes name and email address of End-Users.