Virtru Data Protection Platform Subscription Agreement
Terms and Conditions
Last Updated: July 31, 2019
Last Updated: July 31, 2019
Last Updated: February 2, 2018
Please read these Virtru for Personal Privacy Terms and Conditions (this “Agreement”) carefully. This Agreement is between you and Virtru Corporation (“Virtru” or “we” or “us”) concerning your use of the Materials and your access to and use of the Virtru for Personal Privacy Service and governs the relationship between you and Virtru with respect thereto
BY DOWNLOADING OR USING THE MATERIALS OR ACCESSING OR USING THE VIRTRU FOR PERSONAL PRIVACY SERVICE, YOU ACKNOWLEDGE THAT (A) YOU ARE AN INDIVIDUAL (NOT AN ENTITY) AND ARE NOT ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, (B) YOU HAVE READ, REVIEWED, AND UNDERSTOOD THIS AGREEMENT IN ITS ENTIRETY, AND (C) YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT ACCESS OR USE THE VIRTRU PERSONAL USE SERVICES AND DO NOT DOWNLOAD OR USE THE MATERIALS.
THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION PROVISION THAT, AS FURTHER SET FORTH IN SECTION 8 BELOW, REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR ANY OTHER COURT PROCEEDINGS, OR CLASS ACTIONS OF ANY KIND.
1. Changes; Grant of Rights
1.1. Changes. Virtru may modify the terms and conditions this Agreement from time to time by notifying you of such changes by any reasonable means, including by posting a revised version of this Agreement at https://www.virtru.com/terms-of-service/. Any such changes will not apply to any dispute between you and Virtru arising prior to the date on which Virtru posted the revised Agreement incorporating such changes, or otherwise notified you of such changes. Your downloading or use of the Materials or use of or access to the Virtru for Personal Privacy Service following any changes to this Agreement will constitute your acceptance of such changes. The “Last Updated” legend above indicates when this Agreement was last changed.
1.4. User Acknowledgments. You acknowledge and agree that: (a) Virtru has the right to manage the Virtru for Personal Privacy Service to protect the rights and property of Virtru and its licensors and suppliers and to facilitate the proper functioning of the Virtru for Personal Privacy Service, including by disabling your access to or use of the Virtru for Personal Privacy Service; (b) Virtru may discontinue or modify the Virtru for Personal Privacy Service at its discretion without liability, provided that if Virtru discontinues or materially modifies the functionality or the Virtru for Personal Privacy Service, Virtru will use commercially reasonable efforts to announce such discontinuation or modification on virtru.com website or through other channels Virtru customarily uses to make similar announcements; and (c) the Virtru for Personal Privacy Service may be inaccessible from time to time due to planned or unplanned maintenance, or due to unavailability of third party sites or services, including the Third Party Services.
1.5. No Support. Virtru is under no obligation to support or maintain the Materials or the Virtru for Personal Privacy Service in any way, nor to provide any modification, error correction, bug fix, new release or other update (each an “Update”) for the Materials or the Virtru for Personal Privacy Service. In the event Virtru, in its sole discretion, makes available any Update to you, such Update shall be deemed to be part of the Materials or the Virtru for Personal Privacy Service (as applicable) for the purpose of this Agreement and shall be subject to the terms and conditions of this Agreement.
2. Proprietary Rights
2.1. General. Except as expressly set forth in this Agreement, as between you and Virtru, Virtru retains all right, title and interest in and to the Materials and the Virtru for Personal Privacy Service, including, without limitation, any copy or Derivative thereof or Update thereto. You shall take any action reasonably requested by Virtru to evidence, maintain, enforce or defend the foregoing. You 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, the Virtru for Personal Privacy Service or any Derivative thereof or Update thereto.
2.2. Feedback. You may provide suggestions, requests, recommendations and other feedback concerning your of the Materials and Virtru for Personal Privacy Service (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 assign to Virtru all right, title and interest in and to all Feedback.
3. User Content
3.1. Responsibility for User Content. Virtru does not monitor User Content or the content third parties create or distribute using the Virtru for Personal Privacy Service, nor does Virtru have the ability to decrypt User Content that has been encrypted by you. Virtru has no responsibility to retain any User Content. Following expiration or termination of this Agreement, Customer may no longer have access to User Content.
3.2. Ownership of User Content. As between you and Virtru, you retain all right, title and interest in and to the User Content and any portion thereof, except as expressly granted to Virtru herein.
4. No Warranty
THE MATERIALS AND VIRTRU FOR PERSONAL PRIVACY SERVICE ARE PROVIDED “AS IS” AND VIRTRU DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, RELATING TO THE MATERIALS AND VIRTRU FOR PERSONAL PRIVACY SERVICE, 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 FOR PERSONAL PRIVACY SERVICE, WHICH MAY INCLUDE INACCURACIES OR ERRORS. VIRTRU DOES NOT GUARANTEE THAT THE MATERIALS OR THE VIRTRU FOR PERSONAL PRIVACY SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE OR WILL BE FREE OF BUGS, MALFUNCTIONS, OR HARMFUL COMPONENTS.
FOR THE AVOIDANCE OF DOUBT, VIRTRU MAKES NO WARRANTIES OR REPRESENTATIONS AND WILL HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY THIRD PARTY SERVICES. VIRTRU DOES NOT REPRESENT OR IMPLY THAT IT ENDORSES ANY THIRD PARTY SERVICES, OR THAT IT BELIEVES THE OPERATION OF ANY THIRD PARTY SERVICES WILL BE ACCURATE, USEFUL OR NON-HARMFUL. THIRD PARTY SERVICES MAY HAVE TECHNICAL INACCURACIES, MAY CAUSE MISTAKES OR ERRORS, AND MAY TRANSMIT, STORE, OR OTHERWISE MANIPULATE DATA IN A MANNER THAT IS OBJECTIONABLE TO YOU. YOU ARE RESPONSIBLE FOR TAKING PRECAUTIONS TO PROTECT YOURSELF AND YOUR COMPUTER SYSTEMS IN CONNECTION WITH YOUR USE OF THIRD PARTY SERVICES.
5. Limitation of Liability
EXCEPT TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, (A) IN NO EVENT WILL VIRTRU OR ITS LICENSORS OR SUPPLIERS BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR SIMILAR DAMAGES ARISING OUT OF THIS AGREEMENT OR THE SUBJECT MATTER HEREOF AND INCURRED BY YOU AS A RESULT OF YOUR USE OF THE VIRTRU FOR PERSONAL PRIVACY SERVICE, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, LOST DATA, 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, AND (B) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, VIRTRU’S ENTIRE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, UNDER ANY LEGAL THEORY (WHETHER IN CONTRACT, TORT, INDEMNITY OR OTHERWISE), SHALL NOT EXCEED FIFTY U.S. DOLLARS (US$50.00).
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 for Personal Privacy Service or Materials; and (b) any violation or alleged violation of this Agreement by you.
7. Term and Termination
7.1. 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 that you continue to use the Materials or access or use the Virtru for Personal Privacy Service. Virtru may terminate this Agreement immediately at any time by notice to you or by terminating or disabling your access to the Virtru for Personal Privacy Service and/or Materials, including by deleting your account or blocking your IP address.
7.2. Effect of Termination. Upon the expiration or termination of this Agreement, the rights granted to you hereunder shall terminate, you shall cease all use of the Materials and access or use of the Virtru for Personal Privacy Service and you shall destroy the Materials in your possession. Sections 1.3, 1.4, 1.5, 2, 3, 4, 5, 6, 7.2, 8, 9, and 10 shall survive the expiration or 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 and all matters arising out or relating thereto 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. all disputes arising out of or related to this Agreement, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, will be resolved through final and binding arbitration before a neutral arbitrator instead of in a court by a judge or jury and you agree that Company and you are each waiving the right to trial by a jury. However, as set forth below, the preceding arbitration requirement shall not apply to disputes to the extent relating to the interpretation or application of the class action waiver below, including its enforceability, revocability or validity.
YOU AGREE THAT ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION. Notwithstanding anything to the contrary in this Section or any other provision of this Agreement or in the American Arbitration Association’s Consumer Arbitration Rules, disputes regarding the enforceability, revocability or validity of the foregoing class action waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. In any case in which (1) the dispute is filed as a class, collective, or representative action, and (2) there is a final judicial determination that all or part of such class action waiver is unenforceable, then the class, collective, and/or representative action, to that extent, must be litigated in a civil court of competent jurisdiction, but the portion of such class action waiver that is enforceable shall be enforced in arbitration.
The arbitration will be administered by the American Arbitration Association under its Consumer Arbitration Rules, as amended by this Agreement. The Consumer Arbitration Rules are available online at https://www.adr.org/sites/default/files/Consumer%20Rules.pdf. The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by you or by us that an in-person hearing is appropriate. Any in-person appearances will be held at a location which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, such determination should be made by the American Arbitration Association or by the arbitrator. The arbitrator’s decision will follow the terms of this Agreement and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of this Agreement, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. Notwithstanding this, Virtru will still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. Notwithstanding any of the foregoing, nothing in this Agreement will preclude you from bringing issues to the attention of federal, state or local agencies and, if the law allows, they can seek relief against Virtru for you.
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 in the Virtru for Personal Privacy Service or Virtru’s website. 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.
For purposes of this Agreement, the following terms shall have the following meanings:
10.1. “User Content” means the information and content you create or distribute using Virtru for Personal Privacy Service.
10.2. “Derivative” means 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.
10.3. “Materials” means (a) Virtru software (including any object code, executable files, or browser plug-ins) and related materials, (b) documentation therefor, and (c) any modifications, error corrections, bug fixes, new releases or other updates thereto, in each case as made available to you under this Agreement by Virtru in connection with the Virtru for Personal Privacy Service.
10.5. “Third Party Services” means any services or materials used in connection with the Virtru for Personal Privacy Service or Materials that are hosted by a party other than Virtru or you.
10.6. “Virtru Application Data” means data related to your interaction (or consequence thereof) with the Virtru for Personal Privacy Service or the Materials that is used to operate, improve or maintain the Virtru for Personal Privacy Service, 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.
10.7. “Virtru for Personal Privacy Service” means the Virtru hosted service made available by Virtru to you in connection with the Materials.
Last Updated: September 7, 2016
In connection with the Site, you agree not to:
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.
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.
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 firstname.lastname@example.org with a description of such alteration and its location on the Site.
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 email@example.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.