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End User License Agreement 

 

Last Modified: April 06, 2023

This End User License Agreement (this “EULA”) is a binding contract between you (“you,” or “your”) and SecturaSOFT, Inc. (“Provider,” “we,” or “us”). This EULA governs your access to and use of Provider’s Services, subject to any other agreement or order entered into between Provider and you or the entity or legal person on whose behalf you are accessing the Services (“Customer”).

THIS EULA TAKES EFFECT WHEN YOU CLICK THE “I ACCEPT” BUTTON BELOW OR BY ACCESSING OR USING TH\E SERVICES (the “Effective Date”). BY SO DOING, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS EULA; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ACCESS THE SERVICES ON BEHALF OF THE CUSTOMER; AND (C) ACCEPT THE TERMS AND CONDITIONS OF THIS EULA AND AGREE THAT YOU ARE LEGALLY BOUND BY THEM.

IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.

  1. Definitions.
    • “Customer Agreement” means the subscription agreement, license agreement, or other agreement entered into between Provider and Customer for accessing the Services.
    • “Customer Data” means (other than Aggregated Statistics) information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by you on behalf of Customer through the Services.
    • “Documentation” means the materials relating to the use or access of the Services provided by Provider, whether electronically or in hard copy form.
    • “Provider IP” means the Services, the Documentation, and all intellectual property arising therein or otherwise provided to you or Customer in connection with the foregoing. For the avoidance of doubt, Provider IP includes Aggregated Statistics but does not include Customer Data.
    • “Third-Party Products” means any products, content, services, information, websites, or other materials that are owned by third parties and are incorporated into or accessible through the Services.
    • “Services” means the services provided by Provider under this EULA that are detailed on Provider’s website, as reflected in the Customer Agreement.
  2. Access and Use.
    • Services and Documentation Licenses. Subject to the terms and conditions of this EULA and of the Customer Agreement, Provider hereby grants you a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to (i) access and use the Services during the Term solely for Customer’s internal business operations, and (ii) access and copy the Documentation during the Term solely for Customer’s internal business operations in connection with Customer’s use of the Services.
    • Downloadable Software. Use of the Services may permit or require use of downloadable software. Provider grants you a non-transferable, non-exclusive, non-assignable, limited right to use downloadable software we provide as part of the Services. Any Third-Party Products that consist of downloadable software are subject to the terms of Section 3(d).
    • Use Restrictions. You shall not use the Services, any software component of the Services, or Documentation for any purposes beyond the scope of the access granted in this EULA. You shall not at any time, directly or indirectly: (i) copy, modify, or create derivative works of the Services, any software component of the Services, or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation except as expressly permitted under this EULA; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services or Documentation; (v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, regulation, or rule; or (vi) use the Services in furtherance of any fraudulent, offensive, or obscene purpose or activity.
    • Aggregated Statistics. Notwithstanding anything to the contrary in this EULA, Provider may monitor your use of the Services and collect and compile data and information related to your use of the Services to be used in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services (“Aggregated Statistics”). As between Provider, Customer, and you, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Provider. You acknowledge that Provider may compile Aggregated Statistics based on Customer Data. You agree that Provider may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law, provided that such Aggregated Statistics do not identify Customer or Customer’s Confidential Information.
    • Reservation of Rights. Provider reserves all rights not expressly granted in this EULA or the Customer Agreement. Except for the limited rights and licenses expressly granted herein or therein, nothing in this EULA grants, by implication, waiver, estoppel, or otherwise, to you, Customer, or any third party any intellectual property rights or other right, title, or interest in or to the Provider IP.
    • Suspension. Notwithstanding anything to the contrary in this EULA, Provider may temporarily suspend your account and/or your access to any portion or all of the Services if: (i) Provider reasonably determines that (A) there is a threat or attack on any of the Provider IP, (B) your or Customer’s use of the Provider IP disrupts or poses a security risk to the Provider IP or to any other partner, customer, or vendor of Provider, (C) you or Customer is using the Provider IP for fraudulent or illegal activities, (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding, or (E) Provider’s provision of the Services to you or Customer is prohibited by applicable law; (ii) any vendor of Provider has suspended or terminated Provider’s access to or use of any third-party services or products required to enable Customer to access the Services; or (iii) in the event that the fees owed under the applicable Customer Agreement are not paid (any such suspension described in subclauses (i), (ii), or (iii) being a “Service Suspension”). Provider shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. Provider shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Services Suspension is cured (unless this EULA or the Customer Agreement is terminated as a result of the event giving rise to the Services Suspension). Provider will have no liability for any damage, liabilities, losses (including any loss of profits), or any other consequences that you or Customer may incur as a result of a Service Suspension.
  3. Customer Responsibilities.
    • Account Use. You are responsible and liable for all uses of the Services and Documentation resulting from access to the Services through your account, whether such access or use is permitted by or in violation of this EULA. Without limiting the generality of the foregoing, you are responsible for all acts and omissions occurring on or through your account, and any such act or omission in violation of this EULA will be deemed a breach of this EULA by you.
    • Customer Data. You hereby grant to Provider a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data solely for the purpose of providing the Services to you, and to perform all acts with respect to the Customer Data in connection with such purpose. You will ensure that Customer Data and your use thereof in connection with the Services will not violate any policy or terms referenced in or incorporated into this EULA or any applicable law. Customer is solely responsible for the development, content, operation, maintenance, and use of Customer Data.
    • Passwords and Access Credentials. You are responsible for keeping your passwords and access credentials associated with the Services confidential. You will not disclose, sell, or transfer them to any other person or entity. You will promptly notify us about any unauthorized access to your passwords or access credentials.
    • Third-Party Products. The Services may permit access to Third-Party Products. For purposes of this EULA, such Third-Party Products are subject to their own terms and conditions presented to you for acceptance within the Services by website link or otherwise. If you do not agree to abide by the applicable terms for any such Third-Party Products, then you should not install, access, or use such Third-Party Products.
  4. Confidential Information. Any Confidential Information (as such is defined in the Customer Agreement) that is exchanged between you and Provider through your account shall be subject to the provisions concerning Confidential Information set forth in the Customer Agreement.
  5. Privacy Policy. Provider complies with its privacy policy, available at https://secturasoft.com/privacy-policy/ (“Privacy Policy”), in providing the Services. The Privacy Policy is subject to change as described therein. By accessing, using, and providing information to or through the Services, you acknowledge that you have reviewed and accepted our Privacy Policy, and you consent to all actions taken by us with respect to your information in compliance with the then-current version of our Privacy Policy.
  6. Intellectual Property Ownership; Feedback. As between you and Provider, (a) Provider owns all right, title, and interest, including all intellectual property rights, in and to the Services and Provider IP, and (b) you own all right, title, and interest, including all intellectual property rights, in and to Customer Data. If you send or transmit any communications or materials to Provider by mail, email, telephone, or otherwise, suggesting or recommending changes to the Services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), Provider is free to use such Feedback irrespective of any other obligation or limitation between you and us governing such Feedback. All Feedback is and will be treated as non-confidential. You hereby assign to us all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.
  7. Limited Warranty and Warranty Disclaimer.
    • Provider represents and warrants that it has sufficient rights to grant the rights in the Services, and that the Product will operate substantially in accordance with the Documentation. No warranty is made that the Product will run uninterrupted or error-free. THE FOREGOING WARRANTY DOES NOT APPLY, AND PROVIDER STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS.
    • Customer Warranty. You warrant that you have the right to transmit to Provider all Customer Data that is transmitted through your account in connection with the Services.
    • EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 7(a), THE SERVICES ARE PROVIDED “AS IS” AND PROVIDER SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON’S OR ENTITY’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY’S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
  8. Limitations of Liability. IN NO EVENT WILL PROVIDER BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL PROVIDER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO PROVIDER BY CUSTOMER UNDER THE CUSTOMER AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
  9. Term and Termination.
    • Term. This EULA shall take effect on the Effective Date and shall remain in effect until your account is terminated or the Customer Agreement is terminated.
    • Termination. In addition to any other express termination right set forth in this EULA or the Customer Agreement:
      • Provider may terminate this EULA and your access to the Services if you breach this EULA, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured 10 days after written notice of such breach. Provider may at its discretion suspend your access to the Services after providing written notice of the breach if such breach is curable until such time as you have cured the breach.
      • You may terminate this EULA by deleting your account.
    • Effect of Termination. Upon termination for any reason, you shall immediately discontinue use of the Provider IP. No expiration or termination of this EULA will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination, or entitle Customer to any refund.
    • Survival. This Section 9(d), Sections 4-6, 8, and 10-12, and any right, obligation, or required performance of the parties in this EULA which, by its express terms or nature and context is intended to survive termination of this EULA, will survive any such termination.
  10. You acknowledge and agree that we have the right, in our sole discretion, to modify this EULA, and that modified terms become effective on posting. You will be notified of modifications through notifications provided through your account or direct email communication from us to the email address associated with your account. You are responsible for reviewing and becoming familiar with any such modifications. Your continued use of the Services after the posting date of the modifications will be deemed acceptance of the modified EULA.
  11. Governing Law and Jurisdiction. This agreement is governed by and construed in accordance with the internal laws of the State of Alabama without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Alabama. Any legal suit, action, or proceeding arising out of or related to this agreement or the rights granted hereunder will be instituted in the federal courts of the United States or the courts of the State of Alabama, in each case located in the city of Birmingham and County of Jefferson, and each party irrevocably submits to the jurisdiction of such courts in any such suit, action, or proceeding.
  12. Miscellaneous. This EULA constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. To the extent that anything in this EULA conflicts with the Customer Agreement, the terms of the Customer Agreement shall control. All notices to us shall be made in writing and may be sent by email to legal@secturasoft.com or by mail to SecturaSOFT, Inc., Attn: Legal, 1500 1st Ave N., Suite L140, Birmingham, AL 35203. Notices shall be deemed received by us (i) upon confirmation, answer back received, of successful transmission of an email, or (ii) the day of receipt of any mailing delivered to the appropriate address set forth in this Section 12. Notwithstanding the foregoing, you hereby consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Services. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by us with respect to a breach of this EULA by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. You may not assign or transfer your rights under this EULA to any person for any reason whatsoever without our prior written consent, and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign this EULA and to delegate any of its obligations hereunder.