Last Updated: September 7, 2016
Please read these Virtru Basic Terms and Conditions (the “Agreement”) carefully. Virtru Corporation (“Virtru”), will make available to you the Virtru Basic Services and related Materials (as defined below), subject to your compliance with the terms and conditions set forth in this Agreement. This Agreement governs the relationship between Virtru and you (“you” or “User”) with respect to your use of the Virtru Basic Services. It is important that you read carefully and understand the terms and conditions of this Agreement.
BY DOWNLOADING, ACCESSING AND/OR USING THE VIRTRU BASIC SERVICES AND/OR MATERIALS, YOU ACKNOWLEDGE THAT (1) YOU HAVE READ AND REVIEWED THIS AGREEMENT IN ITS ENTIRETY, (2) YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT, AND (3) THIS AGREEMENT CONSTITUTES YOUR BINDING AND ENFORCEABLE OBLIGATION. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT DOWNLOAD, ACCESS OR USE THE VIRTRU BASIC SERVICES OR MATERIALS. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU WILL NOT HAVE THE RIGHT TO USE THE VIRTRU BASIC SERVICES OR MATERIALS.
For purposes of this Agreement, the following terms shall have the following meanings:
1.1 “ User Content” shall mean the information and content you create and/or distribute using the Virtru Basic Services.
1.2 “ Derivative User” shall mean a new or modified work that is based on or derived from a preexisting work, including, without limitation, a work that, in the absence of a license, would infringe the copyright in such preexisting work or that uses trade secrets or other proprietary information with respect to such preexisting work.
1.3 “ Materials” shall mean the Virtru Basic software (including any object code, executable files, or browser plug-ins) or materials related thereto downloaded from Virtru’s website or from the Virtru Basic Services; any related materials and documentation therefor; and any modifications, error corrections, bug fixes, new releases or other updates thereto that may be provided hereunder by Virtru to you during the term of this Agreement.
1.4 “ Third Party Services” means any services used in connection with the Materials that are hosted by a party other than Virtru or Licensee.
1.5 “ Virtru Application Data” means User data that is necessary to operate, improve and maintain the Virtru Basic 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.
1.6 “ Virtru Basic Services” shall mean the Virtru hosted services made available by Virtru to you in connection with the Materials.
2. Rights in Materials and to use Service
2.3 User Acknowledgements User acknowledges and agrees that: (a) Virtru has the right to manage the Virtru Basic Services to protect the rights and property of Virtru and others and to facilitate the proper functioning of the Virtru Basic Services, including disabling your account; (b)) Virtru may discontinue or change the Virtru Basic Services at its discretion without liability, provided that if Virtru discontinues or materially changes the Virtru Basic Services, Virtru will use commercially reasonable efforts to announce such discontinuation or change on the www.virtru.com website or through other channels Virtru customarily uses to make announcements; and (c) the Virtru Basic Services may be inaccessible from time to time due to planned or unplanned maintenance, or due to unavailability of third-party sites or services.
3. Proprietary Rights
3.1 General. As between Virtru and User, Virtru retains all right, title and interest, including, without limitation, all patent rights, copyrights, trademarks and trade secrets, in and to the Materials, Virtru Basic Services and any portion thereof, including, without limitation, any copy or Derivative Work of the Materials, Virtru Basic Services or any portion thereof and any Update thereto. User agrees to take any action reasonably requested by Virtru to evidence, maintain, enforce or defend the foregoing. User 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, Virtru Basic Services or any Derivative Work. User shall have only those rights in or to the Materials, Virtru Basic Services and any Derivative Work granted to it pursuant to this Agreement.
3.2 Feedback. You may provide suggestions, requests, recommendations and other feedback concerning your of the Materials and Virtru Basic Services (including, without limitation, any errors or difficulties discovered with respect thereto) (the “Feedback”). You agree that all Feedback shall be the sole property of Virtru and Virtru may use such Feedback at its discretion without your consent.
4. User Content
4.1 Acknowledgements. You acknowledge that Virtru does not monitor User Content or the content third parties create and/or distribute using the Virtru Basic Services, nor does Virtru have the ability to decrypt User Content that has been encrypted. You acknowledge that Virtru has no responsibility (or related liability) for backing up any User Content and that, following expiration or termination of this Agreement, you may no longer have access to User Content.
4.2 Ownership of Customer Content. As between Virtru and User, User retains all right, title and interest, including, without limitation, all patent rights, copyrights, trademarks and trade secrets, in and to the User Content and any portion thereof.
5. No Warranty
THE MATERIALS AND VIRTRU BASIC SERVICES ARE PROVIDED “AS IS” AND VIRTRU DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, RELATING TO THE MATERIALS AND VIRTRU BASIC 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 BASIC SERVICES, WHICH MAY INCLUDE INACCURACIES OR ERRORS. VIRTRU DOES NOT GUARANTEE THAT THE MATERIALS OR VIRTRU BASIC SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT BUGS OR MALFUNCTIONS WILL BE CORRECTED OR THAT THE MATERIALS, VIRTRU BASIC SERVICES OR VIRTRU’S SERVERS ARE FREE OF HARMFUL COMPONENTS. VIRTRU DOES NOT GUARANTEE THAT THE MATERIALS OR VIRTRU BASIC SERVICES ARE ACCURATE, WITHOUT ERROR OR RELIABLE.
FOR THE AVOIDANCE OF DOUBT, VIRTRU MAKES NO WARRANTIES OR REPRESENTATIONS AND WILL HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY THIRD PARTY MATERIALS. VIRTRU DOES NOT REPRESENT OR IMPLY THAT IT ENDORSES ANY THIRD PARTY MATERIALS, OR THAT IT BELIEVES THE OPERATION OF ANY THIRD PARTY MATERIALS WILL BE ACCURATE, USEFUL OR NON-HARMFUL. 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 USER. USER IS RESPONSIBLE FOR TAKING PRECAUTIONS TO PROTECT ITSELF AND USER’S COMPUTER SYSTEMS IN CONNECTION WITH THE USE OF THIRD PARTY MATERIALS.
6. Limitation of Liability
EXCEPT AS REQUIRED BY LAW, IN NO EVENT WILL VIRTRU BE LIABLE TO YOU FOR: (A) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR SIMILAR DAMAGES ARISING OUT OF THIS AGREEMENT AND INCURRED BY YOU AS A RESULT OF YOUR USE OF THE VIRTRU BASIC SERVICE, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS OR LOST DATA, ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES OR OTHER TANGIBLE OR INTANGIBLE LOSS, WHETHER IN AN ACTION IN CONTRACT OR TORT; OR (B) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU ARISING FROM OR RELATING TO THIS AGREEMENT OR THE SUBJECT HEREOF, UNDER ANY LEGAL THEORY (WHETHER IN CONTRACT, TORT, INDEMNITY OR OTHERWISE).
Except to the extent prohibited under applicable law, you shall defend, indemnify and hold Virtru harmless against any loss, liability, damage or cost (including reasonable attorneys’ fees) arising out of (a) your use of, or activities in connection with, the Virtru Basic Services or Materials; and (b) any violation or alleged violation of this Agreement by you.
8. Term and Termination
8.1 Term. This Agreement shall commence on the date you accept the terms and conditions of this Agreement and, unless sooner terminated pursuant to the terms hereof, shall continue in full force and effect during such time as User continues to receive and make use of the Virtru Basic Services and Materials. Virtru may terminate this Agreement immediately at any time by terminating or disabling User’s access to the Virtru Basic Services and/or Materials, including by deleting User’s account or blocking User’s IP address.
8.2 Effect of Termination. Upon the expiration or termination of this Agreement, the rights granted to User hereunder shall terminate, User will cease all use of the Materials and destroy the Materials in its possession. Sections 2.2, 2.3, 3, 5, 6, 7, 8.2 and 9 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.
This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior or contemporaneous agreements between the parties relating to the subject matter hereof (but excludes any other service which Virtru may provide to you under a separate written agreement). Virtru may provide you with notices, including those regarding changes to this Agreement, by e-mail, regular mail or postings on the Virtru Basic Services. This Agreement will be governed by the laws of the Commonwealth of Virginia (but expressly excluding the Uniform Computer Information Transactions Act (“UCITA”) as enacted in Virginia) 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 Commonwealth of Virginia (excluding UCITA) to the rights and duties of the parties. You and Virtru agree to submit to the exclusive jurisdiction of the courts located within the county of Fairfax, Virginia to resolve any legal matter arising from this Agreement. Notwithstanding this, Virtru will still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction. You may not assign, sublicense or otherwise transfer any right or obligation set forth in this Agreement without Virtru’s prior written consent. Any purported assignment in violation of the preceding will be void and of no effect. Subject to the foregoing, this Agreement will be binding upon the parties’ respective successors and permitted assigns. If a provision of this Agreement is held to be invalid or unenforceable, the remaining portions hereof will remain in full force and effect and such provision will be enforced to the maximum extent possible so as to effect the intent of the parties. No failure or delay by a party in exercising any right, power or remedy will operate as a waiver of such right, power or remedy, and no waiver will be effective unless it is in writing and signed by the waiving party. If either party waives any right, power or remedy, such waiver will not waive any successive or other right, power or remedy the party may have under this Agreement. Virtru may update these Terms and Conditions by notifying you of such updates by any reasonable means, including by posting revised Terms and Conditions on its website at www.virtru.com. Any such updates will not apply to any dispute between you and us arising prior to the date on which we posted the revised Termsand Conditions incorporating such updates, or otherwise notified you of such updates. Your use of the Site following any updates to these Terms and Conditions will constitute your acceptance of such updates. The “Last Updated” legend above indicates when these Terms and Conditions were last changed.