PerimeterX End User Access Agreement
Last Updated: April 23, 2017
PLEASE READ THIS END USER ACCESS AGREEMENT (“AGREEMENT”) CAREFULLY. BY CHECKING THE BOX “I HAVE READ AND AGREED TO THE PERIMETERX END USER ACCESS AGREEMENT” YOU SIGNIFY YOUR ASSENT TO THE TERMS OF THIS AGREEMENT.
THIS AGREEMENT (OR THE CUSTOMER AGREEMENT (AS DEFINED BELOW)) GOVERNS YOUR ACCESS TO AND USE OF THE WEBSITE MONITORING AND SECURITY SERVICE PROVIDED OR MADE AVAILABLE BY PERIMETERX, INC. (“PERIMETERX”), INCLUDING ANY SOFTWARE (the “Software”) AND THE PERIMETERX PORTAL ACCESSIBLE VIA HYPERLINK https://console.perimeterx.com (THE “PORTAL”), (SUCH SERVICE, COLLECTIVELY WITH THE SOFTWARE AND THE PORTAL, THE “PERIMETERX SERVICE”), AS FURTHER DESCRIBED ON THE PERIMETERX WEBSITE AT https://www.perimeterx.com (THE “SITE”).
IF YOU WILL BE USING THE PERIMETERX SERVICE ON BEHALF OF YOUR EMPLOYER, COMPANY OR OTHER LEGAL ENTITY THAT IS THE RECIPIENT OF THE PERIMETERX SERVICE, THE FOLLOWING SHALL APPLY: (I) IF SUCH ENTITY AND PERIMETERX HAVE EXECUTED A SEPARATE WRITTEN AGREEMENT GOVERNING USE OF THE PERIMETERX SERVICE (THE “CUSTOMER AGREEMENT”), YOUR ACCESS TO AND USE OF THE PERIMTERX SERVICE IS GOVERNED BY SUCH CUSTOMER AGREEMENT, NOT THIS AGREEMENT; AND (II) IF NO SUCH CUSTOMER AGREEMENT HAS BEEN EXECUTED BY SUCH ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THE TERMS OF THIS AGREEMENT, AND THE TERMS “YOU” AND “YOUR” SHALL ALSO REFER TO SUCH ENTITY.
IF YOU DO NOT HAVE SUCH AUTHORITY OR, IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, PERIMETERX IS UNWILLING TO PROVIDE YOU WITH ACCESS TO THE PERIMETERX SERVICE
1. PerimeterX Service Access and Use. You may access and use the PerimeterX Service for so long as agreed upon separately between us when you sign up for the PerimeterX Service, unless earlier terminated by either of us. Without prejudice to any other rights, PerimeterX may terminate your access to the PerimeterX Service if you fail to comply with any of the terms and conditions of this Agreement. You shall keep confidential and not disclose to any third parties any log-in credentials you use to access the PerimeterX Service or any information relating to the PerimeterX Service and any business or technical information of PerimeterX, including any information relating to PerimeterX’s product plans, designs, costs, pricing, finances, marketing plans, business opportunities, personnel, research, development or know-how, and the results of any performance tests of the PerimeterX Service.
2. Ownership. PerimeterX and its licensors own all worldwide right, title and interest in and to the PerimeterX Service, including all worldwide intellectual property rights therein (collectively, the “PerimeterX IP”). You own all data recorded by the PerimeterX Service about how a person uses your websites which have been authorized by PerimeterX for use with the PerimeterX Service (“Your Data”). This Agreement does not convey any proprietary interest in or to any PerimeterX IP or Your Data or rights of entitlement to the use thereof except as expressly set forth herein. PerimeterX does not have any obligation to store Your Data, or any statistical data with respect thereto made available via the Portal, unless expressly stated in a Customer Agreement. If you provide any ideas, suggestions, or recommendations regarding the PerimeterX Service (“Feedback”), PerimeterX will be free to use, disclose, reproduce, license or otherwise distribute, and exploit such Feedback as it sees fit, entirely without obligation or restriction of any kind. By providing Feedback, you grant PerimeterX a worldwide, perpetual, irrevocable, fully-paid and royalty-free license to use and exploit in any manner such Feedback.
3. Disclaimer of Warranty. THE PERIMETERX SERVICE IS PROVIDED TO YOU “AS IS,” WITHOUT WARRANTY OF ANY KIND FROM PERIMETERX. PERIMETERX MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT OR THE PERIMETERX SERVICE. WITHOUT LIMITING THE FOREGOING, PERIMETERX DISCLAIMS ANY WARRANTY THAT THE PERIMETERX SERVICE WILL BE ERROR FREE OR UNINTERRUPTED OR THAT ALL ERRORS WILL BE CORRECTED. PERIMETERX FURTHER DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT TO THE PERIMETERX SERVICE AS TO MERCHANTABILITY, ACCURACY OF ANY INFORMATION PROVIDED, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. PERIMETERX FURTHER DISCLAIMS ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM PERIMETERX OR ELSEWHERE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES IN CERTAIN CIRCUMSTANCES. ACCORDINGLY, SOME OF THE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU.
4. Limitation of Liability. IN NO EVENT WILL PERIMETERX BE LIABLE 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 PERIMETERX SERVICE, INCLUDING THE USE OR INABILITY TO USE THE PERIMETERX SERVICE, OR FOR ANY INFORMATION OR DATA TRANSMITTED OR OBTAINED FROM OR THROUGH THE PERIMETERX SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE, AND WHETHER OR NOT PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL PERIMETERX’S AGGREGATE LIABILITY TO YOU UNDER THIS AGREEMENT, REGARDLESS OF THE FORM OR THEORY OF THE CLAIM OR ACTION, EXCEED ONE HUNDRED DOLLARS ($100.00). THE FOREGOING WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU.
5. General Prohibitions You agree not to use the PerimeterX Service in connection with any website or content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances.
6. General. This Agreement is governed by the laws of the State of California, without regard to its conflict of law provisions. Any legal action or proceeding relating to this Agreement shall be brought exclusively in the state or federal courts located in the Northern District of California and you hereby consent to the personal jurisdiction and venue therein. The United Nations Convention on Contracts for the International Sale of Goods will not apply. You may not assign this Agreement without the prior written consent of PerimeterX. PerimeterX reserves the right to modify the terms and conditions of this Agreement at any time, in its sole discretion, by posting the revised terms and conditions or otherwise providing you notice of any such changes. If the revised terms and conditions are not acceptable, your sole and exclusive remedy shall be to stop using the PerimeterX Service. Continuing to use or access the PerimeterX Service after the effective date of the revised Agreement constitutes your acceptance of the revised terms and conditions of the Agreement. Except as set forth in the preceding sentence, this Agreement shall not be superseded or modified except in a writing signed by a duly authorized representative of PerimeterX. PerimeterX’s failure to enforce any right or provision of this Agreement will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of PerimeterX. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise. This Agreement replaces and supersedes any prior verbal understandings, written communications or representations between you and PerimeterX with respect to the subject matter hereof (other than the Customer Agreement (if any)). To the extent of any conflict between this Agreement and the Customer Agreement (if any), the Customer Agreement will control. If you have any questions about this Agreement, please contact PerimeterX at: firstname.lastname@example.org