Virtru Basic Subscription Agreement
Terms and Conditions

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.

1. Definitions

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

2.1 Grant of Rights. Subject to the terms and conditions of this Agreement, Virtru (a) hereby grants to you a restricted, non-exclusive, nontransferable, nonsublicensable, royalty-free, revocable right to use, during the term of this Agreement and in accordance with the documentation provided by Virtru, the Materials (the “License”), and (b) Virtru will make the Virtru Basic Services available to User pursuant to this Agreement during the term of this Agreement. Except as set forth in this Section 2.1, no other right or license of any kind is granted by Virtru to you hereunder with respect to the Materials or the Virtru Basic Services. You acknowledge and agree that, unless otherwise agreed in writing between the parties, you shall be solely responsible for procuring and complying with any license or right to use any Third Party Services, including those offered by your email services provider. Neither this Agreement nor Virtru’s Privacy Policy (defined below) shall apply with respect to data stored on, manipulated, or transmitted by means of your use of Third Party Materials.

2.2 Restrictions. You shall not, without the prior written consent of Virtru: (a) copy all or any portion of the Materials or Virtru Basic Services; (b) decompile, disassemble, scrape or otherwise reverse engineer the Materials, Virtru Basic Services or any portion thereof, or determine or attempt to determine any source code, algorithms, methods or techniques embodied in the Materials or used in the Virtru Basic Services or any portion thereof; (c) modify, translate or create any Derivative Works based upon the Materials or Virtru Basic Services; (d) distribute, disclose, market, rent, lease, assign, sublicense, pledge or otherwise transfer the Materials, in whole or in part, to any third party or export the Materials outside the United States; (e) engage in any activity that interferes with or disrupts the Virtru Basic Services (or the servers and networks that are connected to the Virtru Basic 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 or the Virtru Basic Services; (g) perform, or release the results of, benchmark tests or other comparisons of the Materials or Virtru Basic Services with other programs or services; (h) transfer the Materials to any computer other than a computer owned by you; (i) permit the Materials or Virtru Basic Services to be used for processing the data of any third party; (j) incorporate the Materials, Virtru Basic Services or any portion thereof into any other program, product or service, or use the Materials or Virtru Basic Services to provide similar services or functionality to third parties; (k) provide any third party with access to the Virtru Basic Services other than as expressly permitted herein; (l) trade or resell the Materials or Virtru Basic Services for any purpose; (m) use the Materials or Virtru Basic Services for any unlawful or tortious purpose; (n) use the Virtru Basic Services to transmit User Content that is illegal or that infringes or misappropriates any third party’s privacy or intellectual property rights; (o) use the Virtru Basic Services to transmit any viruses, worms, time bombs, Trojan horses or any other harmful or malicious code; (p) use the Materials or Virtru Basic Services for any purpose where an accurate verification of identity has critical or life-threatening consequences; (q) use the Virtru Basic Services for any purpose where an accurate verification of identity has critical or life-threatening consequences; or (r) use the Materials or Virtru Basic Services for any purpose other than in accordance with the terms and conditions of this Agreement or Virtru’s then-current privacy policy (available at https://www.virtru.com/privacy-policy/)(the “Privacy Policy”).

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.

4.3 License to Use Virtru Application Data. User hereby 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 hereunder, including the operation, improvement and maintenance of the Virtru Basic Services, and for any other purposes permitted under the Privacy Policy.

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).

7. Indemnification

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.

9. General

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.

Virtru Pro Subscription Agreement
Terms and Conditions

Last Updated: September 7, 2016

1. Definitions

For purposes of this Agreement, the following terms shall have the following meanings:

1.1Customer Content” means the information and content Customer and Customer Users create and/or distribute using the Virtru Pro Services.

1.2Customer User” means any Customer-authorized employee, contractor or agent who is permitted to utilize the Virtru Pro Services in accordance with the terms and conditions of this Agreement.

1.3Derivative Work” 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.

1.4Materials” means the Virtru Pro software (including any object code, executable files, or browser plug-ins) or materials related thereto provided by Virtru to Customer hereunder, including, without limitation, any software downloaded from Virtru’s website or from the Virtru Pro Services; any related materials and documentation therefor; and any modifications, error corrections, bug fixes, new releases, enhanced functionality (including platform integration features not generally available to non-commercial users of Virtru’s software) or other updates thereto that may be provided hereunder by Virtru to Customer during the term of this Agreement.

1.5Order Form” means the Virtru-generated order documentation executed by Virtru and Customer that forms a part of this Agreement.

1.6Support Services” means the delivery of front-end support to Customer Users by telephone, email or other methods and the training of Customer Users, in each case relating to the use of the Materials and Virtru Pro Services.

1.7Third Party Services” means any services used in connection with the Materials that are hosted by a party other than Virtru or Licensee.

1.8Virtru Application Data” means the Customer- and Customer User-related data that is necessary to operate, improve and maintain the Virtru Pro 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.

1.9Virtru Pro Services” means the Virtru-hosted services made available by Virtru to Customer in connection with the Materials.

2. Rights in Materials and to use Service

2.1 Grant of Rights. Subject to the terms and conditions of this Agreement, Virtru (a) hereby grants to Customer a restricted, non-exclusive, nontransferable, nonsublicensable, royalty-free (except as set forth in Section 2.3), revocable right to use, during the term of this Agreement and in accordance with the documentation provided by Virtru, the Materials (the “License”), and (b) Virtru will make the Virtru Pro Services available to Customer pursuant to this Agreement during the term of this Agreement. Except as set forth in this Section 2.1, no other right or license of any kind is granted by Virtru to Customer hereunder with respect to the Materials or the Virtru Pro Services. Customer acknowledges and agrees that, unless otherwise agreed in writing between the parties, Customer shall be solely responsible for procuring and complying with any license or right to use any Third Party Services, including those offered by Customer’s email services provider. Neither this Agreement nor Virtru’s Privacy Policy (defined below) shall apply with respect to data stored on, manipulated, or transmitted by means of your use of Third Party Materials.

2.2 Restrictions. Customer shall not, without the prior written consent of Virtru: (a) copy all or any portion of the Materials or Virtru Pro Services; (b) decompile, disassemble, scrape or otherwise reverse engineer the Materials, Virtru Pro Services or any portion thereof, or determine or attempt to determine any source code, algorithms, methods or techniques embodied in the Materials or used in the Virtru Pro Services or any portion thereof; (c) modify, translate or create any Derivative Works based upon the Materials or Virtru Pro Services; (d) distribute, disclose, market, rent, lease, assign, sublicense, pledge or otherwise transfer the Materials, in whole or in part, to any third party or export the Materials outside the United States; (e) engage in any activity that interferes with or disrupts the Virtru Pro Services (or the servers and networks that are connected to the Virtru Pro 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 or the Virtru Pro Services; (g) perform, or release the results of, benchmark tests or other comparisons of the Materials or Virtru Pro Services with other programs or services; (h) transfer the Materials to any computer other than a computer owned by Customer and used by Customer in Customer’s operations; (i) permit the Materials or Virtru Pro Services to be used for processing the data of any third party; (j) incorporate the Materials, Virtru Pro Services or any portion thereof into any other program, product or service, or use the Materials or Virtru Pro Services to provide similar services or functionality to third parties; (k) provide any third party with access to the Virtru Pro Services other than as expressly permitted herein; (l) trade or resell the Materials or Virtru Pro Services for any purpose; (m) use the Materials or Virtru Pro Services for any unlawful or tortious purpose; (n) use the Virtru Pro Services to transmit Customer Content that is illegal or that infringes or misappropriates any third party’s privacy or intellectual property rights; (o) use the Virtru Pro Services to transmit any viruses, worms, time bombs, Trojan horses or any other harmful or malicious code; (p) use the Materials or Virtru Pro Services for any purpose where an accurate verification of identity has critical or life-threatening consequences; or (q) use the Materials or Virtru Pro Services for any purpose other than in accordance with the terms and conditions of this Agreement or Virtru’s then-current privacy policy (available at https://www.virtru.com/privacy-policy/)(the “Privacy Policy”). Customer shall ensure that all Customer Users of the Virtru Pro Service and Materials comply with the terms and conditions of this Agreement. Customer shall be responsible for compliance with this Agreement by each Customer User and it shall monitor and manage all Customer Users in connection with this Agreement.

2.3 Fees; Payment. In consideration of the Virtru’s provision of the Virtru Pro Services and Materials, Customer shall make payments to Virtru in accordance with the terms set forth on the Order Form.

2.4 Seats; Reporting. Customer shall initially be permitted to use the Materials and Virtru Pro Services with respect to the number of seats set forth on the Order Form (the “Baseline Seat Count”). Each seat shall be used by one Customer User. During the term of this Agreement, Customer will report to Virtru the total number of users of the Materials and Virtru Pro Services on an annual basis. Such report will be submitted to sales@virtru.com and shall be due thirty (30) days prior to each anniversary of the date of this Agreement (each, a “Reporting Date”) based on the actual number of users as of the date thirty (30) days prior to such Reporting Date (each, a “Seat Count Date”). If the actual number of Customer Users as of any Seat Count Date is higher than the Baseline Seat Count, Customer will pay the “Subscription Fee per Seat” set forth in the Order Form (the “Subscription Fee”) for each such additional user for any Renewal Term.

2.5 Adjustment Events. In addition to the annual reporting required under Section 2.4 above, Customer shall report to Virtru any increase of ten percent (10%) or more in the aggregate number of Customer Users in excess of the Baseline Seat Count that occurs between Reporting Dates (an “Adjustment Event”) and agrees to pay Virtru, within thirty (30) days following any such Adjustment Event, a prorated Subscription Fee for each such additional user for the remaining portion of the applicable term and for any Renewal Term.

2.6 Seat Count Audit. At any time during the term of this Agreement, Virtru shall have the right to audit Customer’s usage of the Virtru Pro Services and Materials (a “Seat Count Audit”). If the actual number of Customer Users as of the date of any Seat Count Audit is higher than the Baseline Seat Count, Customer will pay the “Subscription Fee per Seat” set forth in the Order Form for the remaining portion of the applicable term and for any subsequent Renewal Term.

3. Support

3.1 General. Virtru will provide support to Customer and Customer Users through Virtru’s generally available online ticketing and support system. The Virtru Pro Services may be inaccessible from time to time due to planned or unplanned maintenance, or due to unavailability of third-party sites or servers. Except as expressly provided in this Section 3 or as may otherwise be provided under a written support agreement entered into by Virtru and Customer, Virtru is under no obligation to support the Materials or Virtru Pro Services in any way, nor to provide any modification, error correction, bug fix, new release or other update (each an “Update”) to or for the Materials or Virtru Pro Service. In the event Virtru, in its sole discretion, supplies or makes available any Update to Customer, such Update shall be deemed to be part of the Materials or Virtru Pro Services (as applicable) hereunder and shall be subject to the terms and conditions of this Agreement.

3.2 Support Services. Virtru will provide Customer Users with Support Services. Virtru will provide the Support Services during Virtru’s normal business hours, Monday to Friday, except holidays. Virtru will respond to Customer support inquiries or requests within one business day. 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.

3.3 Updates Virtru will provide Customer with one copy of each Update made generally available by Virtru to its customers that pay for customer support and maintenance during the term of this Agreement.

4. Proprietary Rights

4.1 General. As between Virtru and Customer, Virtru retains all right, title and interest, including, without limitation, all patent rights, copyrights, trademarks and trade secrets, in and to the Materials, Virtru Pro Services and any portion thereof, including, without limitation, any copy or Derivative Work of the Materials, Virtru Pro Services or any portion thereof and any Update 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, Virtru Pro Services or any Derivative Work or Update. Customer shall have only those rights in or to the Materials, Virtru Pro Services and any Derivative Work or Update 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 Pro Services (including, without limitation, any errors or difficulties discovered with respect thereto) (the “Feedback”). Customer agrees that all Feedback shall be the sole property of Virtru and Virtru may use such Feedback at its discretion without the consent of Customer.

5. Customer Content and Application Data

5.1 Acknowledgements. Customer acknowledges that Virtru does not monitor Customer Content or the content third parties create and/or distribute using the Virtru Pro Services, nor does Virtru have the ability to decrypt Customer Content that has been encrypted. Customer acknowledges that Virtru has no responsibility (or related liability) for backing up any Customer Content and that, following expiration or termination of this Agreement, Customer may no longer have access to Customer Content.

5.2 Ownership of Customer Content. As between Virtru and Customer, Customer retains all right, title and interest, including, without limitation, all patent rights, copyrights, trademarks and trade secrets, in and to the Customer Content and any portion thereof.

5.3 License to Use Virtru Application Data. Customer hereby 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 hereunder, including the operation, improvement and maintenance of the Virtru Pro Services, and for any other purposes permitted under the Privacy Policy.

6. Proprietary Information

6.1 Proprietary Information. Both parties acknowledge that, in the course of this Agreement each may obtain confidential or proprietary information of the other party (“Proprietary Information”). “Proprietary Information” will include, without limitation, (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 “Proprietary Information” will include, without limitation, the Materials (including all Derivative Works and Updates) and all confidential information related thereto provided by Virtru to Customer in connection with this Agreement. Virtru’s Proprietary Information shall, as between Customer and Virtru, belong solely to Virtru, and Customer’s Proprietary Information shall, as between Customer and Virtru, belong solely to Customer.

6.2 Use and Disclosure Restrictions. Each party agrees (a) to protect the other party’s Proprietary Information from unauthorized dissemination and use; (b) to use the other party’s Proprietary Information only for the performance of this Agreement and the exercise of any rights under this Agreement; (c) not to disclose any Proprietary Information, or any part or parts thereof, to any of its employees, agents, contractors or any other individuals except to its employees who are under confidentiality obligations no less restrictive than the requirements of this Section 6; (d) with respect to Customer, not to disclose or otherwise provide to any third party, without the prior written consent of Virtru or as otherwise set forth in a separate written agreement between the parties hereto entered into after the date hereof, as applicable, any of Virtru’s Proprietary Information, materials or any data or other information produced, obtained or created by Customer in connection with Customer’s use of the Materials, including, without limitation, the existence of this Agreement and the existence and possible applications of the Materials; (e) to undertake whatever action is 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 or any other unauthorized disclosure of any Proprietary Information by its current or former employees, agents or contractors; and (f) not to remove or destroy any proprietary or confidential legends or markings placed upon or contained within the Proprietary 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 Proprietary 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 Proprietary Information; or (d) is independently developed without the use of the Proprietary Information as evidenced by the receiving party’s written records. In addition, a party may use or disclose Proprietary Information to the extent (i) approved in writing by the other party and (ii) a party is legally compelled to disclose such Proprietary 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 Proprietary 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 Proprietary Information, the unauthorized disclosure or use of the other party’s Proprietary 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.

7. No Warranty

THE MATERIALS AND VIRTRU PRO SERVICES ARE PROVIDED “AS IS” AND VIRTRU DISCLAIMS ALL IMPLIED WARRANTIES RELATING TO THE MATERIALS AND VIRTRU PRO 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 PRO SERVICES, WHICH MAY INCLUDE INACCURACIES OR ERRORS. 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 CUSTOMER. CUSTOMER IS RESPONSIBLE FOR TAKING PRECAUTIONS TO PROTECT ITSELF AND CUSTOMER’S COMPUTER SYSTEMS IN CONNECTION WITH THE USE OF THIRD PARTY MATERIALS.

8. Virtru’s Entire Liability

TO THE EXTENT ALLOWED BY APPLICABLE LAW AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OR LIMITATION OF LIABILITY: (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) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, VIRTRU’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 TEN THOUSAND DOLLARS (US$10,000).

9. Term and Termination

9.1 Term. This Agreement shall commence on the Effective Date and, unless sooner terminated pursuant to the terms hereof, shall continue in full force and effect for one (1) year (the “Initial Term”). Thereafter, this Agreement shall automatically renew for successive one (1) year periods (each a “Renewal Term”), unless either party provides the other party with written notice of its intent not to renew at least thirty (30) days prior to the end of the then-current term. The automatic renewal of this Agreement will be for the Baseline Seat Count, as adjusted pursuant to Sections 2.4, 2.5 and/or 2.6, on the same payment terms as set forth on the cover page of this Agreement.

9.2 Termination. Either party may terminate this Agreement immediately upon written notice to the other party if the other party fails to perform any of its duties or obligations hereunder and, except with respect to Customer’s breach of Section 2.1 or 2.2, which breach shall not be subject to any cure period, fails to cure such default within thirty (30) days following receipt of written notice from the non-defaulting party specifying the occurrence or existence of the default. 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, including, without limitation, Sections 2 and 5.

9.3 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, 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, and 9.3, and 10 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.

10. General Provisions

10.1 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 10.1).

10.2 Termination. 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 10.2 shall be null and void.

10.3 Effect of Termination. This Agreement is to be construed in accordance with and governed by the internal 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. Any legal suit, action or proceeding arising out of or relating to this Agreement shall be commenced in a federal court in the Eastern District of Virginia or in state courts with jurisdiction over Fairfax County, Virginia, and each party hereto irrevocably submits to the exclusive jurisdiction and venue of any such court in any such suit, action or proceeding.

10.4 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.

10.5 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.

10.6 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.

10.7 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.

10.8 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.

10.9 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 web site) and, upon reasonable notice from Virtru, shall serve as a reference to potential customers, vendors, investors, or other third parties designated by Virtru; 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.

Virtru Terms and Conditions

Last Updated: September 7, 2016

Acceptance

These Terms of Use govern your access to and use of the online site currently located at www.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.

Limitations on 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:

  • Transmit or otherwise make available through or in connection with the Site any materials that are or may be: (a) threatening, harassing, degrading, hateful or intimidating, or otherwise fail to respect the rights and dignity of others; (b) defamatory, libelous, fraudulent or otherwise tortious; (c) obscene, indecent, pornographic or otherwise objectionable; or (d) protected by copyright, trademark, trade secret, right of publicity or privacy or any other proprietary right, without the express prior written consent of the applicable owner.
  • Transmit or otherwise make available through or in connection with the Site any virus, worm, Trojan horse, Easter egg, time bomb, spyware or other computer code, file or program that is or is potentially harmful or invasive or intended to damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment.
  • Use the Site for any purpose that is fraudulent or otherwise tortious or unlawful.
  • Harvest or collect information about users of the Site.
  • Interfere with or disrupt the operation of the Site or the servers or networks used to make the Site available, including by hacking or defacing any portion of the Site; or violate any requirement, procedure or policy of such servers or networks.
  • Restrict or inhibit any other person from using the Site.
  • Reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, distribute or otherwise exploit any portion of (or any use of) the Site except as expressly authorized herein, without Virtru’s express prior written consent.
  • Reverse engineer, decompile or disassemble any portion of the Site, except where such restriction is expressly prohibited by applicable law.
  • Remove any copyright, trademark or other proprietary rights notice from the Site.
  • Frame or mirror any portion of the Site, or otherwise incorporate any portion of the Site into any product or service, without Virtru’s express prior written consent.
  • Systematically download and store Site content.
  • Use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or otherwise gather Site content, or reproduce or circumvent the navigational structure or presentation of the Site, without Virtru’s express prior written consent. Notwithstanding the foregoing, and subject to compliance with any instructions posted in the robots.txt file located in the Site’s root directory, Virtru grants to the operators of public search engines permission to use spiders to copy materials from the Site for the sole purpose of (and solely to the extent necessary for) creating publicly available, searchable indices of such materials, but not caches or archives of such materials. Virtru reserves the right to revoke such permission either generally or in specific cases, at any time and without notice.

Information Submitted Through the Site

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.

Transactions

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.

Feedback

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 Proprietary Rights

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.

Third Party Materials; Links

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).

Disclaimer of Warranties

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.

Limitation of Liability

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.

Indemnity

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.

Termination

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.

Additional Terms

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.

Updates to the Terms of Use and Other Policies

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.

Jurisdictional Issues

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.

Information or Complaints

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 1808 Florida Avenue NW, Washington, DC 20009. 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.

Export Controls

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.

General Terms

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.