PasswordPing offers compromised credential detection and various identity monitoring services. This Agreement includes the terms and conditions under which PasswordPing will provide you with access to those PasswordPing services you have ordered (the “Services”).
PLEASE CAREFULLY READ THIS AGREEMENT. BY ACCESSING OR USING ANY PORTION OF THE SERVICES, OR BY CLICKING AN ON-SCREEN BUTTON STATING THAT YOU ACCEPT OR AGREE TO THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ THE TERMS OF THIS AGREEMENT, MEET THE QUALIFICATIONS STATED IN THIS AGREEMENT, AND AGREE TO BE LEGALLY BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, OR DO NOT MEET THE QUALIFICATIONS STATED IN THIS AGREEMENT, PASSWORDPING IS NOT WILLING TO PERMIT YOU TO ACCESS OR USE ANY PORTION OF THE SERVICES.
1. Definitions and Interpretation. Terms used in this Agreement have the definitions given in this Agreement. This Agreement is entered into in the English language. Any translation of the Terms of Service is done solely for the convenience of the parties, and only the English language version controls. Any reference herein to “including” will mean “including, without limitation.”
2. Related Agreements. In addition to this Agreement, you may have entered into or be required to enter into certain additional agreements, either with PasswordPing or with other third parties, related to your access to and use of the Services. You are solely responsible for compliance with any such related agreement.
3. Acceptable Use Policy. You covenant and agree to comply with the PasswordPing Acceptable Use Policy available on the PasswordPing website at www.passwordping.com in connection with all use of the Services.
4. Modifications. PasswordPing reserves the right, in its sole discretion, to amend this Agreement at any time, and from time to time. PasswordPing will use commercially reasonable efforts to give notice of any change to this Agreement. Your continued use of the Services constitutes your acceptance of, and agreement to be bound by, the amendments and all changes contained therein. PasswordPing also reserves the right to add, remove, or change the Services at any time, for any reason. As a courtesy to you and other users, PasswordPing will normally provide advance notice of any material changes to the Services, but such advance notice is not required.
5. Eligibility. Access to and use of the Services is intended for use by individuals who are at least 18 years of age and able to form legally binding contracts. You represent and warrant that you are not: (1) a citizen or resident of (or located in) any jurisdiction where use of the Services is prohibited by law; (2) a citizen or resident of (or located in) any country that is currently subject to sanctions or embargoes by the United States or any other country; or (3) an individual who is, or who is employed by or associated with an entity that is, identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State’s Debarred Parties List, or is otherwise ineligible to receive items subject to U.S. export control laws and regulations or other economic sanction rules of any sovereign nation.
6. Term. The term of this Agreement will begin on the date you agree to this Agreement or first access or use the Services (the “Effective Date”) and, unless earlier terminated as specified herein, will continue until this Agreement is terminated as specified herein.
7. Services. You will have the right to access and use only the Services you have ordered from PasswordPing. You may use the Services solely for your own lawful internal business purposes. Your access to and use of all Services is subject to the terms and conditions stated herein. You have no right to access or use any other services offered by PasswordPing. PasswordPing may update or modify the Services at any time. The Services will include any such update or modification.
8. Accounts. If you are required to establish an account to access and use any of the Services (an “Account”), your Account and the username and password for your Account (the “Account ID”) are solely for Your own personal use. You will not allow any access to your Account or your Account ID by anyone other than as permitted by this Agreement. You are solely responsible for all use of the Services through Your Account. You will change your Account ID (or close your Account) immediately if your Account ID is lost, stolen or otherwise compromised. You are fully responsible for all use of your Account and your Account ID (whether lawful or unlawful) and for any actions taken through your Account (or using your Account ID). In connection with establishing your Account, you agree that all information provided in connection with establishing your account: (1) will be true and complete; and (2) will be promptly updated and kept accurate and current. You may not: (a) select or use an Account ID of another person with the intent to impersonate that person; and (b) use an Account ID that Provider, in its sole discretion, deems offensive.
9. Restrictions. The underlying software, hardware, and technology used to provide the Services, as well as all data and information used to provide the Services and the structure and organization thereof (collectively, the “PasswordPing Technology”), constitutes the valuable IPR (as defined below) of PasswordPing. This Agreement grants you no rights to directly access or use the PasswordPing Technology or any portion thereof. As a condition your rights under this Agreement to access and use the Services, you agree that you will not and will not permit any third party to: (1) directly access or use (or attempt to directly access or use) any PasswordPing Technology for any purpose; (2) access or use (or attempt to directly access or use) the Services for any purpose except as expressly provided in this Agreement; (3) modify, adapt, alter, translate, or create derivative works from any Services or PasswordPing Technology; (4) sublicense, distribute, sell, transfer, or otherwise share your right to access or use the Services with or to any third party; (5) use the Services for the benefit of any third party or make the Services available to any third party; (6) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, structure, design, or method of operation for the any Service or the PasswordPing Technology; (7) circumvent or overcome (or attempt to circumvent or overcome) any technological protection measures intended to restrict access to any Services or the PasswordPing Technology; (8) interfere in any manner with the operation of any Services or the PasswordPing Technology; (9) access or use any Services in any manner that violates any applicable laws, the rights of any third party, or any agreement by which you are bound or would cause PasswordPing to violate any applicable laws or the rights of any third party; or (10) alter, obscure, or remove any copyright notice, copyright management information, or proprietary legend from any Services or PasswordPing Technology.
10. Support. Unless you have entered into a separate Agreement specifying that PasswordPing will provide you with applicable support services for the Services, PasswordPing is under no obligation to provide you with any support, maintenance, or training for the Services. Any support services will be provided solely subject to the terms of any such separate agreement.
11. Fees and Payment. You agree to pay all fees and other amounts applicable to the Services (“Fees”) when due. If Fees are payable to PasswordPing, those Fees are due and payable on a monthly basis within 30 days of PasswordPing’s invoice containing the Fee. If you specify a credit or debit card or direct withdrawal from a bank account as an applicable payment mechanism under this Agreement, you grant PasswordPing the right to charge the credit card or debit the bank account provided to PasswordPing for all Fees. All Fees will be non-refundable once paid (including upon any termination or suspension of this Agreement). Fees do not include any taxes or other governmental charges. You are responsible for paying all such taxes and other charges imposed by way of the performance of either party under this Agreement, excluding taxes based on PasswordPing’s net income. All past due amounts will bear an additional charge of the lesser of 1½% per month or the maximum amount permitted under applicable law.
12. Ownership. PasswordPing retains all right, title, and interest in and to the Services and all PasswordPing Technology, any updates, upgrades, enhancements, modifications and improvements thereto (“Improvements”), and all intellectual property and proprietary rights therein or relating thereto throughout the world, including all copyrights, trademarks, trade secrets, patents (and patent applications), moral rights, rights in data and databases, and other intellectual property and proprietary rights throughout the world (“IPR”). You receive no ownership interest in or to any of the foregoing and you are granted no rights or licenses to use any of the foregoing except for the rights expressly granted under this Agreement. The names and logos of PasswordPing and those of its providers and licensors are trademarks of PasswordPing or its third party providers, as applicable, and no right or license is granted to you to use them.
13. Termination. Either party may terminate this Agreement: (1) upon 30 days’ notice to the other party for any reason or no reason; or (2) if the other party materially breaches this Agreement and fails to remedy such breach within 10 days after receiving notice of the breach from the other party. Upon any termination of this Agreement: (a) all rights granted to you hereunder will immediately terminate; (b) PasswordPing will have no further obligation to provide any Services to you and you will cease access to any use of the Services; (c) all Fees and other amounts you then owe under this Agreement will become immediately due and payable to PasswordPing; and (e) you will return to PasswordPing or (if so notified by PasswordPing) destroy, all copies of all PasswordPing Confidential Information. Upon the request of PasswordPing you will certify in writing to your compliance with the terms of this Section. All provisions of this Agreement that, by their nature, contemplate performance or compliance after the termination of this Agreement shall survive the termination of this Agreement for any reason. Such provisions include provisions regarding confidentiality, intellectual property rights, choice of laws and venue, fees and payment, and dispute resolution. Without limiting any right of termination, PasswordPing may suspend your access to the Services if reasonably necessary to prevent any damage, injury, or harm to PasswordPing, any PasswordPing Technology, or any other PasswordPing customer or third party.
14. Representations and Warranties. You represent and warrant to PasswordPing that: (1) you have the full legal right and authority to enter into this Agreement; (2) this Agreement forms a binding legal obligation on you; (3) this Agreement will not conflict with or result in a breach of any of your other agreements or obligations; (4) you have all legal rights and authority necessary to perform your obligations under this Agreement and to grant all rights and licenses set forth in this Agreement; (5) you will comply with all applicable laws with respect to this Agreement and your use of the Services and your use of the Services will not cause PasswordPing to violate any applicable laws; (6) you will obtain and maintain all applicable registrations, permits, and licenses required in connection with your access to and use of the Services; and (7) you will not and will not permit any third party to utilize any results provided by the Services for any purpose other than as permitted herein.
15. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED BY PasswordPing AND ITS PROVIDERS ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY REPRESENTATIONS, WARRANTIES OR COVENANTS OF ANY KIND. PASSWORDPING EXPRESSLY DISCLAIMS, AND YOU DISCLAIM ANY RELIANCE ON, ANY OTHER REPRESENTATIONS, WARRANTIES AND COVENANTS, WHETHER EXPRESSED OR IMPLIED, REGARDING THIS AGREEMENT OR THE SERVICES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY A PARTY OR ITS AGENTS OR REPRESENTATIVES WILL CREATE ANY REPRESENTATIONS, WARRANTIES OR COVENANTS UNLESS CONFIRMED IN WRITING BY SUCH PARTY AS AN AMENDMENT TO THIS AGREEMENT.
16. Indemnification. You will indemnify, defend, and hold harmless PasswordPing (and its officers, directors, employees, contractors, and agents) from and against any damages, liabilities, losses, costs and expenses (including reasonable attorneys’ fees) incurred in connection with or as a result of: (1) your use of or access to the Services, including any results generated through the Services; (2) any of Your Data (as defined below) or any use thereof; or (3) your breach of this Agreement; or (4) any damage to property or injury to or death of any person directly or indirectly caused by your actions. PasswordPing agrees to give you prompt notice of any claim subject to this Section.
17. Limitation of Liability. IN NO EVENT WILL PASSWORDPING BE LIABLE TO you OR TO ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY KIND ARISING OUT OF THE SERVICES OR THIS AGREEMENT, INCLUDING ANY LOSS OF DATA, OPPORTUNITY, REVENUES, PROFITS, OR REPUTATION, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE SERVICES, EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES AND WHETHER OR NOT SUCH LOSSES OR DAMAGES ARE FORESEEABLE. THE MAXIMUM CUMULATIVE LIABILITY OF PASSWORDPING RELATING TO THE SERVICES OF THIS AGREEMENT WILL UNDER NO CIRCUMSTANCES EXCEED THE AMOUNTS PAID TO PASSWORDPING UNDER THIS AGREEMENT IN THE ONE MONTH PRIOR TO THE EVENTS GIVING RISE TO SUCH LIABILITY. IN STATES WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, EACH PARTY’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
18. Confidentiality. For purposes of this Agreement, “Confidential Information” means the PasswordPing Technology, and all documentation, information, data, and materials relating to the Services, regardless of the form thereof, including all copies and extracts thereof. You will not disclose any Confidential Information to any third party without PasswordPing’s prior written consent. You may disclose Confidential Information only to those of its employees who have a need to know the Confidential Information for purposes of your valid use of the Services as permitted by this Agreement, provided those employees are bound by an obligation of confidentiality at least as protective of the Confidential Information as the terms of this Agreement. You will treat all Confidential Information with the same degree of care as you treat your own confidential information which, in no event, will be less than reasonable care. You will not utilize the Confidential Information other than as expressly permitted in this Agreement.
19.1 Your Data. You are solely responsible for all data, information, and other content you provide to PasswordPing (or provided to PasswordPing on your behalf) in connection with the Services (“Your Data”). PasswordPing will not use Your Data other than to provide the Services and perform its obligations under this Agreement. PasswordPing is not responsible or liable for any deletion or loss of any of Your Data and will maintain Your Data only for so long as is required to provide the Services and perform its obligations under this Agreement. You grant PasswordPing such rights in Your Data as are necessary for PasswordPing to provide the Services and perform its obligations under this Agreement. PasswordPing is under no obligation to review any of Your Data for accuracy or potential liability. You assume all risks associated with the use of any of Your Data in the Services, including any reliance on any of Your Data or the form, format, accuracy, completeness, or usefulness thereof.
19.2 Data Security. PasswordPing will maintain a data security program providing commercially reasonable safeguards and measures to protect the security of Your Data during processing by the Services. PasswordPing will otherwise have no responsibility or liability for any of Your Data or for any deletion, destruction, or loss of any of Your Data.
20. Disputes. The parties will attempt to resolve any disputes, controversies, or claims arising under, out of, or relating to this Agreement (“Disputes”) through good faith negotiations. Any Dispute that cannot be resolved through good faith negotiations will be settled exclusively through binding arbitration as follows. If within 10 business days, or 5 business days in the event of a Dispute related to Fees or IPR, the parties are unable to resolve any Dispute, either party may submit the Dispute for final settlement through binding arbitration by the International Chamber of Commerce (“ICC”) under its arbitration rules then in effect (the “Rules”). Either party may commence the arbitration by delivering a request for arbitration as specified in the Rules. The arbitration will be conducted before a sole neutral arbitrator selected by agreement of the parties. If the parties cannot agree on the appointment of a single arbitrator within 30 days (the “Initial Period”) after either party to this Agreement delivers a request for arbitration, a neutral arbitrator will be selected as provided in the Rules. The arbitration will be conducted in the English language in Denver, Colorado (USA) or such other location as may be designated by PasswordPing. The award of the arbitrator(s) will be the exclusive remedy of the parties for all claims, counterclaims, issues or accountings presented or plead to the arbitrator(s). The award of the arbitrators will require payment of the costs, fees and expenses incurred by the prevailing party in any such arbitration by the non-prevailing party. Judgment upon the award may be entered in any court or governmental body having jurisdiction thereof. Any additional costs, fees or expenses incurred in enforcing the award may be charged against the party that resists its enforcement.
21. U.S. Government Customers. The PasswordPing Technology is a “commercial item” as that term is defined at FAR 2.101 (Oct 1995), consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212 (Sep 1995) and is provided to the U.S. Government only as a commercial end item. Consistent with FAR. 12.212 and DFARS 227.7202 (Jun 1995), all U.S. Government Users acquire solely the rights expressly granted herein (if any) with respect thereto.
22. Export. The Services may be subject to U.S. export control Laws and export or import regulations in other countries. You agree to strictly comply with all such Laws and acknowledge that it has the responsibility to obtain such licenses to export, re-export or import as may be required.
23. Governing Law and Venue. This Agreement will be governed by the Laws of the State of Colorado (USA), without regard to conflicts of law principles thereof. The federal and state courts located in Denver, Colorado (USA) will have sole and exclusive jurisdiction over any disputes arising hereunder. The parties irrevocably submit to the personal jurisdiction of such courts.
24. Notices. Any notices to and other communications with PasswordPing arising out of or relating to this Agreement or the Services shall be made in writing and sent by certified mail, return receipt requested, or by commercial delivery service (such as UPS or FedEx) with proof of receipt and addressed to PasswordPing at the contact address on the PasswordPing website at www.passwordping.com (Attention: Legal). Notices or other communications sent by other means may not be received and shall have no legal effect unless agreed upon in writing by PasswordPing. Service of legal process shall be made upon PasswordPing’s registered agent for service of process. PasswordPing does not accept service of legal process by other means. Any notices to and other communications with you arising out of or relating to this Agreement, including service of legal process, shall be sufficient and complete when made in writing and sent by email to any email address you have specified to PasswordPing or its providers or in connection with any Related Agreement; or by certified mail, return receipt requested, or by commercial delivery service (such as UPS or FedEx) with proof of receipt and addressed to any mailing address specified to PasswordPing or its providers or any Related Agreement.
25. General. This Agreement (and any Related Agreement) is the complete and exclusive agreement between you and PasswordPing regarding the subject matter hereof and supersedes all oral or written agreements, proposals, or understandings between the parties as to the subject matter of the Agreement. The waiver of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach. If any provision of this Agreement is held by an arbitrator or a court of competent jurisdiction to be unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions of this Agreement will continue in full force and effect. Nothing in this Agreement will limit either party’s right to seek immediate injunctive or other equitable relief in any court of competent jurisdiction. PasswordPing will not be held responsible for failure or delay in the performance of any obligation under this Agreement if such failure or delay is beyond its reasonable control. The parties are independent contractors, and nothing in this Agreement will be construed as creating an employer-employee relationship, a partnership, or a joint venture between the parties. Neither party is an agent of the other and neither party is authorized to make any representation, contract, or commitment on behalf of the other party. No term of this Agreement will be construed to confer any third-party beneficiary rights on any non-party. Each right and remedy hereunder is cumulative with each and every other right and remedy herein or in any other agreement between the parties or under applicable law. Each party will promptly execute all assignments and other documents, and take all other actions, as may be reasonably required to enable the other party to perfect, defend, and enforce the benefit of the rights of each party established under this Agreement. You may not assign, transfer or delegate, in whole or in part, whether by assignment, sale, merger, reorganization, operation of law, or otherwise, this Agreement or any of its rights or obligations under this Agreement, to any third party without the prior written consent of PasswordPing. For the purposes of this Agreement, any change of control you undergo will be deemed an assignment. PasswordPing may assign this Agreement upon notice to you. Any assignment in violation of the foregoing will be null and void and will be considered a breach of this Agreement. The parties expressly waive any applications of the U.N. Convention on Contracts for the International Sale of Goods with respect to the performance or interpretations of this Agreement.