Last Updated: November 18, 2024
For purposes of this Agreement, the following terms shall have the following meanings:
1.1 “Agreement” means these terms and conditions and any Order Form entered into in connection therewith.
1.2 “Customer Content” means the unencrypted information, data, and content Customer and Customer Users create and/or distribute using the Virtru Services.
1.3 “Customer User” means any Customer employee, contractor, or agent who is permitted by the Company to use the Virtru Services in accordance with the terms and conditions of this Agreement.
1.4 “Documentation” means any supporting technical documentation relating to the Materials and Virtru Services as provided to Customer by Virtru or made available on Virtru’s website.
1.5 “Materials” means the Virtru installable software (including any object code, executable files, or browser plug-ins) described in an Order Form, and materials related thereto provided by Virtru to Customer hereunder, including without limitation any software downloaded from Virtru’s website or from the Virtru Services and any related materials and documentation therefor.
1.6 “Order Form” means the order documentation pursuant to which Customer purchases a subscription to the Materials and/or Virtru Services.
1.7 “Support Services” means front-end support and pre- and post-sale deployment services by telephone, email, in-person meetings, or other methods, and training of Customer Users, in each case relating to the use of the Materials and Virtru Services and as set forth in the Order Form.
1.8 “Third-Party Services” means any services used in connection with the Materials that are hosted by a party other than Virtru or Customer.
1.9 “Virtru Application Data” means data related to the interaction (or consequence thereof) of Customer or Customer Users with the Materials and Virtru Services that is necessary to operate, improve, and maintain the Virtru Services, including without limitation key access policies (including updates or revisions to those policies), authorized user email addresses, IP addresses, access requests, error reports, crash reports, platform information, sender email addresses, recipient email addresses, encryption keys, message expiration dates and times, and display names for files and email subject lines.
1.10 “Virtru Services” means the Virtru-hosted services described in an Order Form.
2.1 Grant of Rights. Subject to the terms and conditions of this Agreement, Virtru grants to Customer a limited, non-exclusive, non-transferable (except as otherwise permitted in Section 11.2), non-sublicensable, revocable right and license during the Term to (a) install and use the Materials , and (b) access and use the Virtru Services in connection with the Materials, in each case solely in accordance with the Documentation and for Customer’s internal business purposes. Customer must adhere to any usage limitations set out in the Order Form. To the extent the Order Form imposes any seat limitations, each seat may only be used by one Customer User.
2.2 Restrictions. Without Virtru’s prior written consent, Customer shall not: (a) create copies of the Materials; (b) decompile, disassemble, scrape, or reverse engineer the Materials or Virtru Services, or determine or attempt to determine any source code, algorithms, methods or techniques embodied in the Materials or used in the Virtru Services; (c) modify, translate, or create any derivatives based upon the Materials or Virtru Services; (d) distribute, disclose, market, rent, lease, assign, sublicense, pledge, or otherwise transfer the Materials to any third party; (e) engage in any activity that materially interferes with or disrupts the Virtru Services; (f) remove or alter any copyright, trademark, trade name, or other proprietary notices, legends, symbols, or labels appearing on or in copies of the Materials; (g) perform or release the results of benchmark tests or other comparisons of the Materials or Virtru Services with other programs or services; (h) incorporate the Materials or Virtru Services into any other program, product, or service, or use the Materials or Virtru Services to provide similar services or functionality to third parties; (i) provide any third party with access to the Virtru Services, other than as expressly permitted herein; (j) use the Materials or Virtru Services for any unlawful or tortious purpose, including to transmit content that is illegal or that infringes or misappropriates any third party’s privacy or intellectual property rights; (k) use the Materials or Virtru Services to transmit any viruses, worms, time bombs, Trojan horses, or any other harmful or malicious code; or (l) use the Materials or Virtru Services for any purpose where an accurate verification of identity has critical or life-threatening consequences. Virtru may disable any Customer User’s account that violates the provisions of this Agreement.
2.3 Customer Users. Customer shall ensure that all Customer Users comply with this Agreement. Customer shall be liable for any Customer User’s failure to comply with this Agreement.
2.4 Fees; Payment. In consideration of the Virtru’s provision of the Virtru Services and Materials, Customer shall make payments to Virtru in accordance with the terms set forth on the Order Form. Unless otherwise set forth in the Order Form, the annual subscription fees identified in the Order Form for the Materials and Virtru Services shall be payable prior to the beginning of each such annual subscription period. Virtru may increase the annual subscription fees no more than once annually after the first contract year of the Initial Term including any Renewal Term by providing written notice to Customer at least 30 calendar days prior to the commencement of such Renewal Term. Unless otherwise provided in an Order Form, Customer shall pay each invoice within thirty (30) days of Virtru’s issuance thereof. Sales and use tax, VAT, or GST are Customer’s sole responsibility; all fees under the Order Form are exclusive of all such taxes. Notwithstanding the foregoing, if Customer purchases a subscription for the Materials and/or Virtru Services from Virtru’s authorized reseller, all payment and invoicing terms applicable to such purchase shall be set forth in the ordering documentation between Customer and the reseller.
2.5 Third-Party Services. Unless otherwise agreed to in writing between the parties, Customer shall be solely responsible for procuring any Third-Party Services and for complying with any terms and conditions governing those services. Neither this Agreement nor the Privacy Policy shall apply with respect to data stored on, manipulated by, or transmitted by means of Customer’s use of Third-Party Services.
3.1 General. Virtru will provide support to Customer and Customer Users through Virtru’s generally available online ticketing and support system. Virtru Services may be inaccessible from time to time due to planned or unplanned maintenance, or due to unavailability of third-party sites or servers. Virtru’s sole support obligations with respect to the Materials and Virtru Services, including obligations to provide modifications, bug fixes, new releases, or other updates (each an “Update”) for the Materials and Virtru Services, are as provided in this Section 3, an Order Form, or a written support agreement entered into by Virtru and Customer. In the event that Virtru makes an Update available to Customer, such Update shall be deemed to be part of the Materials or Virtru Services and shall be subject to the terms and conditions of this Agreement. During the Term, Virtru will make available to Customer Updates for the Materials made generally available by Virtru to its other customers
3.2 Support Services. Virtru will provide Customer Users with the Support Services agreed upon in the Order Form or other written support agreement entered into by Virtru and Customer. Virtru will provide the Support Services during Virtru’s normal business hours, Monday to Friday, except holidays, unless otherwise stated in the Order Form or other written support agreement entered into by Virtru and Customer. Virtru will respond to Customer support inquiries or requests within one business day, unless otherwise stated in the Order Form or other written support agreement entered into by Virtru and Customer. Virtru will not be required to provide the Support Services if Customer has failed to pay any amount payable to Virtru under this Agreement and such amount is more than thirty (30) days overdue.
4.1 General. As between Virtru and Customer, Virtru retains all right, title, and interest in and to the Materials and Virtru Services, including all Updates thereto. Customer agrees to take any action reasonably requested by Virtru to evidence, maintain, enforce, or defend the foregoing. Customer shall not take any action to jeopardize, limit, or interfere in any manner with Virtru’s ownership of and rights with respect to the Materials and Virtru Services, including all copies or derivatives thereof and Updates thereto. Customer shall have only those rights in or to the Materials and Virtru Services granted to it pursuant to this Agreement.
4.2 Feedback. Customer and Customer Users may provide suggestions, requests, recommendations, and other feedback concerning Customer’s use of the Materials and Virtru Services (including without limitation any errors or difficulties discovered with respect thereto) (the “Feedback”). Customer hereby grants to Virtru a worldwide, royalty-free, fully paid-up, nonexclusive, perpetual, irrevocable, license (with rights to sublicense through multiple tiers of sublicensees) to access, use, execute, reproduce, modify, adapt, transmit, distribute, display, perform (publicly or otherwise), prepare derivative works of, and otherwise make, have made, import, sell, offer to sell, and otherwise exploit the Feedback for any purpose.
5.1 Responsibility for Customer Content. Virtru does not monitor Customer Content or the content third parties create or distribute using the Virtru Services, nor does Virtru decrypt Customer Content that has been encrypted. Virtru has no responsibility to retain any Customer Content. Following expiration or termination of this Agreement, Customer may no longer have access to Customer Content. Customer represents and warrants to Virtru that Customer has sufficient rights in the Customer Content to authorize Virtru to input, process, distribute and display the Customer Content in accordance with this Agreement.
5.2 Ownership of Customer Content. As between Virtru and Customer, Customer retains all right, title, and interest in and to the Customer Content.
5.3 License to Use Virtru Application Data. Customer grants to Virtru a worldwide, non-exclusive, transferable, sublicensable, royalty-free, perpetual, irrevocable right and license to use, reproduce, distribute, adapt, create derivative works of, and transmit the Virtru Application Data for the purpose of performing its obligations under this Agreement (e.g., allowing users to continue to have access to encrypted content) and the operation, improvement, and maintenance of the Virtru Services.
6.1 Confidential Information. Each party may obtain certain confidential or proprietary information of the other party in connection with this Agreement (“Confidential Information”). Confidential Information includes (a) the existence of and terms of this Agreement, (b) trade secrets, know-how, inventions (whether or not patentable), techniques, processes, programs (whether in source code or object code form), ideas, algorithms, formulas, schematics, testing procedures, software design and architecture, computer code, documentation, design and functional specifications, product requirements, problem reports, performance information, software documents, hardware, devices, designs,
drawings, unpublished patent applications, data, plans, strategies, and forecasts, and (c) technical, engineering, manufacturing, product, marketing, servicing, financial, personnel, and other information. Virtru’s Confidential Information also includes the Materials. As between Customer and Virtru, Virtru’s Confidential Information belongs solely to Virtru, and Customer’s Confidential Information shall, as between Customer and Virtru, belong solely to Customer.
6.2 Use and Disclosure Restrictions. Each party shall: (a) protect the other party’s Confidential Information from unauthorized dissemination and use; (b) use the other party’s Confidential Information only for the performance of this Agreement and the exercise of its rights under this Agreement; (c) not disclose any Confidential Information to any of its employees, agents, contractors, or any other individuals, except to its employees and contractors who are under confidentiality obligations no less restrictive than the requirements of this Section 6; (d) undertake whatever action is reasonably necessary (or authorize the other party to do so in the name of such party) to prevent or remedy any breach of such party’s confidentiality obligations herein set forth; and (e) not remove or destroy any proprietary or confidential legends or markings placed upon or contained within the Confidential Information provided to such party by the other party.
6.3 Exclusions. The foregoing restrictions on disclosure and use shall not apply with respect to any Confidential Information that: (a) is or becomes publicly known through no act or omission of the other party; (b) was rightfully known by the receiving party without confidential or proprietary restriction before receipt from the other party, as evidenced by the receiving party’s contemporaneous written records; (c) becomes rightfully known to the receiving party without confidential or proprietary restriction from a source other than the disclosing party that does not owe a duty of confidentiality with respect to such Confidential Information; or (d) is independently developed without the use of the Confidential Information as evidenced by the receiving party’s written records. In addition, a party may use or disclose Confidential Information to the extent (i) approved in writing by the other party and (ii) a party is legally compelled to disclose such Confidential Information; provided, however, that prior to any such compelled disclosure, such party shall cooperate fully with the other party in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Confidential Information. Further, each party may disclose the terms and conditions of this Agreement: (A) in confidence, to legal counsel; (B) in confidence, to accountants, banks, and financing sources and their advisors; and (C) in connection with the enforcement of this Agreement or any rights hereunder.
6.4 Equitable Relief. Each party agrees that, due to the unique nature of the other party’s Confidential Information, the unauthorized disclosure or use of the other party’s Confidential Information or any other breach of any provision of this Section 6 will cause irreparable harm and significant injury to the other party, the extent of which will be difficult to ascertain and for which there will be no adequate remedy at law. Accordingly, each party agrees that the other party, in addition to any other available remedies, shall have the right to seek an immediate injunction and other equitable relief enjoining any breach or threatened breach of this Section 6 without the necessity of posting any bond or other security. Each party shall notify the other party in writing immediately upon becoming aware of any such breach or threatened breach.
The Materials and Virtru Services are provided “AS IS” and Virtru disclaims all implied warranties relating to the Materials and Virtru Services, including, without limitation, any warranties of design, merchantability, fitness for a particular purpose, title, or noninfringement of third party rights, or warranties arising from a course of dealing, course of performance, usage, or trade practice. Virtru does not guarantee the accuracy of the information included in, transmitted through, or made available by the Materials or Virtru Services, which may include inaccuracies or errors. Virtru makes no warranties or representations and will have no liability or responsibility for any Third-Party Services or third party materials. Virtru does not represent or imply that it endorses any Third-Party Services or third party materials, or that it believes the operation of any Third-Party Services or third party materials will be accurate, useful, or non-harmful. Third-Party Services or third party materials may have technical inaccuracies, may cause mistakes or errors, and may transmit, store, or otherwise manipulate data in a manner that is objectionable to Customer. Customer is responsible for taking precautions to protect itself and Customer’s computer systems in connection with the use of Third-Party Services or third party materials.
8.1 Virtru’s Indemnity. Virtru shall defend, indemnify and hold Customer harmless against any loss, liability, damage or cost (including reasonable attorneys’ fees) incurred by Customer as a result of any claims, actions, demands, suits, or proceedings (“Claims”) made or brought against Customer by a third party alleging that Customer’s use of the Materials or the Virtru Services as contemplated in this Agreement infringes the intellectual property rights of such third party. Notwithstanding the foregoing, Virtru shall not be required to indemnify Customer in the event of: (i) modification of the Materials by anyone other than Virtru; (ii) combination of the Materials or Virtru Services with any materials or technology not provided by Virtru; or (iii) use of the Materials or Virtru Services in a manner inconsistent with this Agreement or any written documentation or instructions provided to Customer for the Materials or Virtru Services.
8.2 Customer’s Indemnity. Customer shall defend, indemnify and hold Virtru harmless against any loss, liability, damage or cost (including reasonable attorneys’ fees) incurred by Virtru as a result of any Claims made or brought against Virtru by a third party arising out of Customer’s breach of its obligations under Section 2.2.
8.3 Indemnity Procedure. Each party will notify the other party of any Claim for which such party seeks indemnification or defense under this Agreement (provided that any delay in providing such notice will not relieve the indemnifying party of its indemnification or defense obligations to the extent the indemnifying party is not materially prejudiced thereby) and give the indemnifying party authority, reasonable information, and assistance (at the indemnifying party’s expense) for the defense of such claim or action. The indemnifying party will not, without the indemnified party’s prior written consent, enter into any settlement agreement in connection with a Claim that: (a) admits guilt, fraud, liability, or wrongdoing of the indemnified party; (b) requires the indemnified party to commit to action or to refrain from action; or (c) provides for any damages other than money damages for which the indemnified party is indemnified. The indemnified party reserves the right to participate in the defense of any indemnified claim at such indemnified party’s cost.
TO THE EXTENT ALLOWED BY APPLICABLE LAW AND EXCEPT FOR LIABILITY ARISING FROM BREACH OF SECTIONS 6 OR 11.13 OR A PARTY’S PERFORMANCE OF ITS OBLIGATIONS UNDER SECTION 8 OR GROSS NEGLIGENCE OR WILLFULL MISCONDUCT: (a) IN NO EVENT SHALL VIRTRU OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES FOR LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE OR DATA, INADVERTENT DISCLOSURE OF DATA, OR INTERRUPTION OF BUSINESS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR OTHER ECONOMIC LOSS ARISING FROM OR RELATING TO THIS AGREEMENT OR THE SUBJECT HEREOF, EVEN IF VIRTRU HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, HOWEVER CAUSED, AND (b) A PARTY’S ENTIRE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT OR THE SUBJECT HEREOF, UNDER ANY LEGAL THEORY (WHETHER IN CONTRACT, TORT, INDEMNITY OR OTHERWISE), IF ANY, SHALL NOT EXCEED THE FEES PAYABLE DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE APPLICABLE CLAIM (OR FOR A CLAIM ARISING BEFORE THE FIRST ANNIVERSARY OF THE EFFECTIVE DATE, THE AMOUNT PAID FOR THE FIRST TWELVE (12) MONTH PERIOD).
10.1 Term. This Agreement shall commence on the effective date set forth in the Order Form (“Effective Date”) and, shall remain in effect while Customer retains an active Virtru Services subscription under this Agreement unless earlier terminated in accordance with this Agreement (the “Term”). Upon expiration of the subscription term set forth in the Order Form, the subscription shall automatically renew for successive one (1) year terms on the conditions set forth in the Order Form, unless either party provides the other party with written notice of its intent not to renew at least thirty (30) days prior to the expiration of the subscription.
10.2 Termination. Either party may terminate this Agreement with written notice to the other party if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days of notice thereof by the non-breaching party. Customer shall notify Virtru within twenty-four (24) hours of Customer becoming aware of any breach (other than by Virtru) of the terms and conditions of this Agreement.
10.3 Effect of Termination. Upon the expiration or termination of this Agreement, the rights granted to Customer hereunder shall terminate, Customer will cease all use of the Materials and the Virtru Services, return to Virtru or destroy the Materials in its possession, and, upon Virtru’s request, so certify such actions to Virtru. Any costs incurred in returning or destroying the Materials upon termination shall be borne by Customer. The provisions of Sections 2.2, 4.2, 5, 6, 7, 8, 10.3, and 11, and those provisions of the Order Form that by their nature should survive expiration or termination of this Agreement shall survive the expiration or any termination of this Agreement. Termination of this Agreement by either party shall not act as a waiver of any breach of this Agreement and shall not act as a release of either party from any liability for breach of such party’s obligations under this Agreement. Neither party shall be liable to the other for damages of any kind solely as a result of terminating this Agreement in accordance with its terms, and termination of this Agreement by a party shall be without prejudice to any other right or remedy of such party under this Agreement or applicable law.
11.1 Notices. Any notice, request, demand, or other communication required or permitted hereunder shall be in writing, shall reference this Agreement, and shall be deemed to be properly given: (a) when delivered personally; (b) seven (7) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (c) two (2) business days after deposit with a private industry express courier, with written confirmation of receipt. All notices shall be sent to the address set forth on the cover page of this Agreement and to the notice of the person executing this Agreement (or to such other address as may be designated by a party by giving written notice to the other party pursuant to this Section 11.1).
11.2 Assignment. This Agreement may not be assigned, in whole or part, whether voluntarily, by operation of law or otherwise, by Customer without the prior written consent of Virtru. Subject to the preceding sentence, the rights and liabilities of the parties hereto shall bind, and inure to the benefit of, their respective assignees and successors and is binding on the parties and their successors and assigns. Any attempted assignment other than in accordance with this Section 11.2 shall be null and void. Virtru may assign this Agreement, including in connection with a merger, consolidation, corporate reorganization, or sale of all or substantially all of its business, without Customer’s consent.
11.3 Governing Law, Jurisdiction and Venue. This Agreement is to be construed in accordance with and governed by the internal laws of the State of Delaware without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of Delaware to the rights and duties of the parties. Each party hereto irrevocably submits to the exclusive jurisdiction and venue of courts in the State of Delaware with respect to any such suit, action, or proceeding.
11.4 Attorneys’ Fees. If any legal action, including, without limitation, an action for arbitration or injunctive relief, is brought relating to this Agreement or the breach hereof, the prevailing party in any final judgment or arbitration award, or the non-dismissing party in the event of a dismissal without prejudice, shall be entitled to the full amount of all reasonable expenses, including all court costs, arbitration fees, and actual attorneys’ fees paid or incurred in good faith.
11.5 Waiver. The waiver by either party of a breach of or a default under any provision of this Agreement, shall be in writing and shall not be construed as a waiver of any subsequent breach of or default under the same or any other provision of this Agreement, nor shall any delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy.
11.6 Severability. If the application of any provision of this Agreement to any particular facts or circumstances shall be held to be invalid or unenforceable by an arbitration panel or a court of competent jurisdiction, then (a) the validity and enforceability of such provision as applied to any other particular facts or circumstances and the validity of other provisions of this Agreement shall not in any way be affected or impaired thereby and (b) such provision shall be enforced to the maximum extent possible so as to effect the intent of the parties and reformed without further action by the parties to the extent necessary to make such provision valid and enforceable.
11.7 Relationship of the Parties. Nothing contained in this Agreement shall be deemed or construed as creating a joint venture, partnership, agency, employment, or fiduciary relationship between the parties. Neither party nor its agents have any authority of any kind to bind the other party in any respect whatsoever, and the relationship of the parties is, and at all times shall continue to be, that of independent contractors.
11.8 Restricted Rights. If Customer is an agency or instrumentality of the United States Government, the Materials are “commercial computer software” and “commercial computer software documentation,” and, pursuant to FAR 12.212 or DFARS 227.7202, and their successors, as applicable, use, reproduction, and disclosure of the Materials are governed by the terms of this Agreement.
11.9 HIPAA Protected Entities. Customers who intend to use the Virtru Services in connection with information subject to the Health Insurance Portability and Accountability Act (“HIPAA”) agree to request a Business Associate Agreement (“HIPAA BAA”) by emailing baa@virtru.com in order to enter into an agreement with Virtru to support the requirements of HIPAA and the parties’ compliance requirements thereunder. Together with this Agreement, a fully-executed HIPAA BAA will govern each party’s respective obligations regarding Protected Health Information, as defined in the HIPAA BAA.
11.10 Customer Reference. Customer agrees to serve as a “reference customer” that may be disclosed by Virtru to third parties (including by displaying Customer’s name, logo, and/or a link to Customer’s web site on Virtru’s website) provided, however, that Virtru shall provide Customer with reasonable prior notice of its need to have Customer serve as a reference and will provide Customer with a reasonable opportunity to review any public references to Customer.
11.11 Force Majeure. Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events which occur after the signing of this Agreement and which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency.
11.12 Compliance with Law; Export Control. Customer will comply with all applicable laws in connection with its use of the Materials and the Virtru Services. In addition, in its use of the Materials and the Virtru Service, Customer agrees to comply with all export and import laws and regulations of the United States and other applicable jurisdictions. Without limiting the foregoing, (i) Customer represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country and (ii) Customer shall not (and shall not permit any of its Customer Users or others to) access or use the Materials or the Virtru Service in violation of any U.S. export embargo, prohibition or restriction.
11.14 Entire Agreement. This Agreement (including all Exhibits and Order Forms) is the complete and exclusive statement of the mutual understanding of the parties and supersedes all previous written and oral agreements and communications relating to the subject matter of this Agreement.
If Customer purchased a subscription to Virtru’s Hosted Gateway functionality as part of the Virtru Services, the Hosted Gateway terms apply, which terms will control over any conflict with this Agreement.
Last Updated: September 26, 2019
Last Updated: September 7, 2016
These Terms of Use govern your access to and use of the online site currently located at virtru.com (together with any materials and services available therein, and successor site(s) thereto, the “Site”) provided by Virtru Corporation, a Delaware Corporation (“Virtru,” “we” or “us”).
By accessing or using the Site or any feature, service, or data provided thereby, you acknowledge that you understand and agree to abide by these Terms of Use.
You may use the Site only for purposes that are permitted by these Terms of Use and the laws and regulations in your state and country and any other laws and regulations that apply to your use of the Site (including any laws regarding the export of data or software to and from the United States or other relevant countries as further described below).
In connection with the Site, you agree not to:
Your submission of information through the Site is governed by Virtru’s Privacy Policy (the “Privacy Policy”). You represent and warrant that any information you provide in connection with the Site is and will remain accurate and complete, and that you will maintain and update such information as needed.
We may make available the ability to purchase or otherwise obtain certain encryption, access control and revocation services (the “Services”) through the Site (a “Transaction”). If you wish to enter into a Transaction, you may be asked to supply certain relevant information, such as your credit card number and its expiration date, your billing address and your shipping information. YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT TO USE ANY CREDIT CARD THAT YOU SUBMIT IN CONNECTION WITH A TRANSACTION. By submitting such information, you grant to us the right to provide such information to third parties for purposes of facilitating Transactions. Verification of information may be required prior to the acknowledgment or completion of any Transaction. By making a Transaction, you represent that the applicable Services will be used only in a lawful manner.
In addition, if you provide to us any ideas, proposals, suggestions or other materials (“Feedback”), whether related to the Site or otherwise, you hereby acknowledge and agree that such Feedback is not confidential, and that your provision of such Feedback is gratuitous, unsolicited and without restriction, and does not place Virtru under any fiduciary or other obligation. You retain ownership of your Feedback and grant to us a worldwide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable and fully sublicensable (through multiple tiers) license, without additional consideration to you or any third party, to reproduce, distribute, perform and display (publicly or otherwise), create derivative works of, adapt, modify and otherwise use and exploit such Feedback, in any format or media now known or hereafter developed, and for any purpose (including promotional purposes, such as testimonials). You represent and warrant that you have all rights necessary to grant the foregoing license, and that your Feedback, and your provision thereof through and in connection with the Site, are complete and accurate, and are not fraudulent, tortious or otherwise in violation of any applicable law or any right of any third party. You further irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding the Feedback that you may have under any applicable law under any legal theory. We may disclose any Feedback and the circumstances surrounding its transmission to anyone for any reason or purpose.
Virtru and its suppliers own the Site, which is protected by proprietary rights and laws. Subject to your compliance with these Terms of Use, and solely for so long as you are permitted by Virtru to use the Site, you may view and use the Site, provided that you keep intact all copyright and other proprietary notices.
Virtru does not grant you any intellectual property or proprietary rights in the Site that are not specifically stated in these Terms of Use. Except as expressly stated herein, nothing in these Terms of Use grants you any right to use, distribute, copy or modify any Virtru intellectual property, including but not limited to any of Virtru’s copyrights, patents, trade names, trademarks, service marks, logos, domain names or other distinctive brand features.
Certain Site functionality may make available access to materials made available by third parties, including Submissions (“Third Party Materials”), or allow for the routing or transmission of such Third Party Materials, including via links. By using such functionality, you are directing us to access, route and transmit to you the applicable Third Party Materials.
We neither control nor endorse, nor are we responsible for, any Third Party Materials, including the accuracy, integrity, quality, legality, usefulness or safety of Third Party Materials, or any intellectual property rights therein. Certain Third Party Materials may, among other things, be inaccurate, misleading or deceptive. Nothing in this Agreement shall be deemed to be a representation or warranty by Virtru with respect to any Third Party Materials. We have no obligation to monitor Third Party Materials, and we may block or disable access to any Third Party Materials (in whole or part) through the Site at any time. In addition, the availability of any Third Party Materials through the Site does not imply our endorsement of, or our affiliation with, any provider of such Third Party Materials, nor does such availability create any legal relationship between you and any such provider.
YOUR USE OF THIRD PARTY MATERIALS IS AT YOUR OWN RISK AND IS SUBJECT TO ANY ADDITIONAL TERMS, CONDITIONS AND POLICIES APPLICABLE TO SUCH THIRD PARTY MATERIALS (SUCH AS TERMS OF USE OR PRIVACY POLICIES OF THE PROVIDERS OF SUCH THIRD PARTY MATERIALS).
THE SITE AND ANY SERVICES AND THIRD PARTY MATERIALS ARE MADE AVAILABLE TO YOU “AS-IS” AND “AS-AVAILABLE” WITH ALL FAULTS AND WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY. VIRTRU DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SITE AND ANY SERVICES AND THIRD PARTY MATERIALS TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE. ALL DISCLAIMERS OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) ARE MADE ON BEHALF OF BOTH VIRTRU AND ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, LICENSORS, SUPPLIERS AND SERVICE PROVIDERS (COLLECTIVELY, THE “AFFILIATED ENTITIES”).
While we try to maintain the timeliness, integrity and security of the Site, we do not guarantee that the Site is or will remain updated, complete, correct or secure, or that access to the Site will be uninterrupted. The Site may include inaccuracies, errors and materials that violate or conflict with this Agreement. Additionally, third parties may make unauthorized alterations to the Site. If you become aware of any such alteration, contact us at info@virtru.com with a description of such alteration and its location on the Site.
EXCEPT AS REQUIRED BY LAW, VIRTRU, ITS OFFICERS, DIRECTORS OR EMPLOYEES, OR THEIR RESPECTIVE AFFILIATES, WILL NOT BE LIABLE FOR ANY DAMAGES ARISING OUT OF OR IN ANY WAY RELATING TO THE TERMS OF USE OR YOUR ACCESSING, USE OF OR INABILITY TO USE THE SITE, SERVICES OR THIRD PARTY MATERIALS, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, LOST PROFITS, LOSS OF DATA, AND COMPUTER FAILURE OR MALFUNCTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH SUCH CLAIM IS BASED. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SITE OR ANY SERVICES OR THIRD PARTY MATERIALS IS TO STOP USING THE SITE. ALL LIMITATIONS OF LIABILITY OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) ARE MADE ON BEHALF OF BOTH VIRTRU AND THE AFFILIATED ENTITIES.
Except to the extent prohibited under applicable law, you agree to defend, indemnify and hold harmless Virtru and the Affiliated Entities from and against all claims, losses, costs and expenses (including attorneys’ fees) arising out of (a) your use of, or activities in connection with, the Site; and (b) any violation or alleged violation of these Terms of Use by you.
These Terms of Use are effective until terminated. Virtru may terminate or suspend your use of the Site at any time and without prior notice, including if Virtru believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Use. Upon any such termination or suspension, your right to use the Site will immediately cease, and Virtru may, without liability to you or any third party, immediately deactivate or delete your user name and account, and all associated materials, without any obligation to provide any further access to such materials. Those provisions that by their nature should survive expiration or termination of these Terms of Use shall survive the termination of these Terms of Use.
Portions of the Services may be accompanied by additional terms (including, in the case of paying customers, the terms of a Virtru Pro Subscription Agreement) which apply to specific features or areas of the Services. Those additional terms supplement these Terms of Use with respect to your use of those features or areas.
Virtru may update these Terms of Use by notifying you of such updates by any reasonable means, including by posting revised Terms of Use through the Site. Any such updates will not apply to any dispute between you and us arising prior to the date on which we posted the revised Terms of Use incorporating such updates, or otherwise notified you of such updates. Your use of the Site following any updates to these Terms of Use will constitute your acceptance of such updates. The “Last Updated” legend above indicates when these Terms of Use were last changed. We may, at any time and without liability, modify or discontinue all or part of the Site (including access to the Site via any third-party links); charge, modify or waive any fees required to use the Site; or offer opportunities to some or all Site users.
The Site is controlled or operated (or both) from the United States, and is not intended to subject Virtru to any non-U.S. jurisdiction or law. The Site may not be appropriate or available for use in some non-U.S. jurisdictions. Any use of the Site is at your own risk, and you must comply with all applicable laws, rules and regulations in doing so. We may limit the Site’s availability at any time, in whole or in part, to any person, geographic area or jurisdiction that we choose.
If you have a question or complaint regarding the Site, please send an e-mail to info@virtru.com. You may also contact us by writing to 1130 Connecticut Avenue, NW, Suite 210, Washington, DC, 20036. Please note that e-mail communications will not necessarily be secure; accordingly you should not include credit card information or other sensitive information in your e-mail correspondence with us. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
You are responsible for complying with United States export controls and for any violation of such controls, including any United States embargoes or other federal rules and regulations restricting exports. You represent, warrant and covenant that you are not (a) located in, or a resident or a national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a “terrorist supporting” country; (b) on any of the U.S. government lists of restricted end users.
These Terms of Use do not create a partnership, joint venture, agency, fiduciary or employment relationship between you and us. No failure or delay by Virtru in exercising any right hereunder shall constitute a waiver of such right.
These Terms of Use are governed by laws of the State of Delaware, without respect to its conflict of laws principles. The sole jurisdiction and venue for any claim arising from the Services and these Terms of Use shall be the state and federal courts located in New Castle County, Delaware, and each party hereby consents to the exclusive jurisdiction and venue of such courts. These Terms of Use constitute the entire agreement between you and us regarding the subject matter hereof, and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and Virtru relating to such subject matter. Notices to you (including notices of changes to these Terms of Use) may be made via posting to the Site or by e-mail (including in each case via links), or by regular mail. Without limitation, a printed version of these Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Virtru will not be responsible for any failure to fulfill any obligation due to any cause beyond its control.
If a court having proper authority decides that any portion of these Terms of Use is invalid, only the part that is invalid will not apply. The rest of these Terms of Use will still be in effect. If we waive any of our rights under these Terms of Use in any particular instance, it does not mean that we are waiving our rights generally or in the future. Furthermore, just because we may not enforce all our rights all of the time, it does not mean that we are waiving our rights. We may decide to enforce them at a later date. These Terms of Use, and any rights and licenses granted under these Terms of Use, may not be transferred or assigned by you (whether by operation of law or otherwise) without Virtru’s prior written consent, but may be assigned by us without restriction.
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