BY CLICKING THE “Add To Order” BUTTON DISPLAYED DURING THE “Buy/View Licenses” PROCESS OR BY PAYING A SECURESHEET INVOICE FOR USER LICENSES, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE “AGREEMENT”) GOVERNING YOUR USE OF SECURESHEET’S SERVICE (THE “SERVICE”). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM “LICENSEE” SHALL REFER TO SUCH ENTITY. IN ALL OTHER CASES, “LICENSEE” REFERS TO YOU. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST SELECT THE “NO THANKS” BUTTON AND MAY NOT USE THE SERVICE.
1. License Grant
SecureSheet hereby grants Licensee a non-exclusive, non-transferable, worldwide right to use the Service, solely for Licensee’s own internal business purposes, subject to the terms and conditions of this Agreement. The license granted in this Agreement shall include the right to use the Service by legal entities in which Licensee has a direct or indirect controlling interest (“Affiliate”), and the terms of this Agreement shall apply to all such Affiliates, and a breach of the terms of this Agreement by any Affiliate shall be deemed a breach of this Agreement by Licensee. SecureSheet shall provide Licensee with use of a browser interface and data encryption, transmission, access and storage for use solely in connection with the Service. All rights not expressly granted to Licensee are reserved by SecureSheet and Licensee acknowledges SecureSheet’s ownership of all right, title and interest in the Service and Content.
Licensee shall not (i) license, sublicense, rent, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet “links” to the Service or “frame” or “mirror” any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service except as expressly permitted by this Agreement. User licenses, including unique email addresses, cannot be shared or used by more than one individual User. The total number of Users that access the Service shall not exceed the total number of User licenses licensed under Order Form to this Agreement. SecureSheet may set restrictions on the size of any data file, including the number of rows, columns and/or cells in any SecureSheet or in cumulative total across multiple SecureSheets, and reserves the right to charge Licensee additional fees if Licensee’s use exceeds the restrictions stated in an Order Form or otherwise made known to Licensee. Licensee agrees that upon reasonable advance notice to Licensee, SecureSheet may audit Licensee’s use of the Service to determine compliance with the terms of this Agreement. In the event Licensee’s use of the Service exceeds the number of Users licensed under Order Forms to this Agreement, SecureSheet shall invoice, and Licensee shall pay, any fees applicable to the excess use.
3. Licensee’s Responsibilities
Licensee is responsible for all activity occurring under Licensee’s User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with Licensee’s use of the Service, including those related to data privacy and the transmission of technical or personal data. Licensee shall: (i) notify SecureSheet immediately of any unauthorized use of any password or account or any other known or suspected breach of security related to the Service; (ii) report to SecureSheet immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by Licensee or Licensee’s Users; and (iii) not impersonate another SecureSheet user or provide false identity information to gain access to or use of the Service.
4. Account Information and Data
SecureSheet does not own any data, information or material that Licensee submits to the Service in the course of using the Service (“Customer Data”). Licensee, not SecureSheet, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use all Customer Data, and SecureSheet shall not be responsible or liable for the deletion, correction, destruction, damage, loss of, or failure to store any, Customer Data. In the event this Agreement is terminated (other than by reason of Licensee’s breach), SecureSheet will make available to Licensee a file of the Customer Data within 30 days of termination if Licensee so requests at the time of termination. SecureSheet reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, Licensee’s non-payment. Upon termination for cause, Licensee’s right to access or use Customer Data immediately ceases, and SecureSheet shall have no obligation to maintain or forward any Customer Data.
5. Intellectual Property Ownership
SecureSheet alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the SecureSheet Technology, the Content and the Service and any suggestions, ideas, modifications, enhancements, feedback, recommendations or other information provided by Licensee or any other party relating to the Service. This Agreement is not a sale and does not convey to Licensee any rights of ownership in or related to the Service, the SecureSheet Technology or the Intellectual Property Rights owned by SecureSheet. The SecureSheet name, the SecureSheet logo, and the product names associated with the Service are trademarks of SecureSheet or third parties, and no right or license is granted to use them.
6. Charges and Payment of Fees
ALL FEES AND CHARGES ARE NON-REFUNDABLE. Licensee shall pay all fees or charges to Licensee’s account as set forth in the applicable Order Form to this Agreement. All fees and charges are payable upon registration or otherwise upon receipt of invoice. In addition to any other rights that SecureSheet may have under this Agreement or otherwise, SecureSheet reserves the right to suspend or terminate this Agreement and Licensee’s access to the Service if Licensee fails to make any payment when due. Delinquent payments are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. Licensee agrees to provide SecureSheet with complete and accurate billing and contact information. This information includes Licensee’s legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact. Licensee agrees to update this information within 30 days of any change to it. If the contact information Licensee have provided is false or fraudulent, SecureSheet reserves the right to terminate Licensee’s access to the Service in addition to any other legal remedies. ALL FEES AND CHARGES ARE NON-REFUNDABLE.
SecureSheet’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities (“Taxes”), and Licensee shall be responsible for payment of all such Taxes, excluding only United States (federal or state) taxes based solely on SecureSheet’s income. Licensee shall reimburse SecureSheet for Taxes (excluding United States taxes on SecureSheet’s net income) levied in connection with payments made by Licensee to SecureSheet under this Agreement. Licensee agrees to reimburse SecureSheet for any Taxes or other fees that may be imposed on SecureSheet for conducting business within any jurisdiction or non-United States country.
8. Termination upon Expiration
This Agreement commences on the Effective Date and shall continue until the end of the License Term set forth in the Order Form, unless earlier terminated as provided in this Section or the Termination for Cause Section. Upon the expiration of the Initial Term, any renewal term will be set forth in the applicable Order Form. If Licensee uses the Service past the end of the License Term, then Licensee shall pay all fees and charges for any additional Service access time and fees past the end of the License Term.
9. Termination for Cause
SecureSheet, in its sole discretion, may, upon notice to Licensee, terminate Licensee’s use of the Service and this Agreement if Licensee breaches this Agreement. SecureSheet may immediately terminate Licensee’s password(s), account, use of the Service or this Agreement if Licensee breaches or otherwise fails to comply with this Agreement and SecureSheet believes that such breach may cause imminent harm to its business.
10. Representations & Warranties; Remedy
SecureSheet represents and warrants that the Service will perform substantially in accordance with the online SecureSheet help documentation under normal use and circumstances. Licensee’s sole and exclusive remedy, and SecureSheet’s sole and exclusive obligation, with respect to any breach of warranty or any damage or loss related to or arising from the Service shall be, at SecureSheet’s option, to (a) correct any defect in the Service within a reasonable period of time or (b) provide Licensee with a refund of fees for the affected portion of the Service.
Licensee shall indemnify and hold SecureSheet, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party, provided in any such case that SecureSheet: (a) gives written notice of the claim promptly to Licensee; (b) gives Licensee sole control of the defense and settlement of the claim (provided that Licensee may not settle or defend any claim unless Licensee unconditionally releases SecureSheet of all liability and such settlement does not affect SecureSheet’s business or Service); (c) provides to Licensee reasonable information and assistance; and (d) has not compromised or settled such claim.
12. Disclaimer of Warranties
EXCEPT AS EXPRESSLY PROVIDED IN THE SECTION ENTITLED “REPRESENTATIONS AND WARRANTIES”, SECURESHEET MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. SECURESHEET DOES NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET LICENSEE’S REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) ERRORS OR DEFECTS WILL BE CORRECTED, OR (E) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. EXCEPT AS EXPRESSLY PROVIDED IN THE SECTION ENTITLED “REPRESENTATIONS AND WARRANTIES,” ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY SECURESHEET AND ITS LICENSORS.
13. Internet Delays
SECURESHEET’S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. SECURESHEET IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
14. Limitation of Liability
IN NO EVENT SHALL SECURESHEET’S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY LICENSEE IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. EXCEPT FOR UNAUTHORIZED USE OR DISCLOSURE OF SECURESHEET TECHNOLOGY OR CONTENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICE OR THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
15. Local Laws and Export Control
The Service includes technology that may be subject to United States export controls. Licensee acknowledge and agrees that the SecureSheet site shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”). SecureSheet makes no representation that the Service is appropriate or available for use in locations other than the United States. If Licensee uses the Service from outside the United States, Licensee is solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to United States law is prohibited.
SecureSheet may give notice by means of electronic mail to Licensee’s e-mail address on record in SecureSheet’s account information, or by written communication sent by first class mail or by a nationally recognized overnight delivery service to Licensee’s address on record in SecureSheet’s account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or by a nationally recognized overnight delivery service) or 12 hours after sending (if sent by email). Licensee may give notice to SecureSheet (such notice shall be deemed given when received by SecureSheet) at any time by any of the following: letter sent by confirmed facsimile to SecureSheet at the following fax number: 919-375-4543, letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to SecureSheet at the following address: SecureSheet Technologies, LLC, 4030 Wake Forest Rd., Suite 300, Raleigh, NC 27609, addressed to the attention of: President.
17. Modification to Terms
SecureSheet reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. Licensee is responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute Licensee’s consent to such changes.
This Agreement may not be assigned by Licensee without the prior written approval of SecureSheet but may be assigned without Licensee’s consent by SecureSheet to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void.
This Agreement shall be governed by North Carolina law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in Raleigh, North Carolina. In the event Licensee is not a United States based entity, all disputes arising from or related to this Agreement or the Service shall be exclusively subject to binding arbitration in accordance with the American Arbitration Association’s then-current International Arbitration Rules. Any such arbitration shall be conducted in the English language in Raleigh, North Carolina. No text or information set forth on any other purchase order or preprinted form shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between Licensee and SecureSheet as a result of this Agreement or use of the Service. The failure of SecureSheet to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by SecureSheet in writing. This Agreement, together with any applicable Order Form, comprises the entire agreement between Licensee and SecureSheet and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.