Virtru for Personal Privacy Subscription Agreement
Terms and Conditions

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 http://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. 

1.2.  Grant of Rights. Subject to the terms and conditions of this Agreement, Virtru hereby grants to you a limited, non-exclusive, non-transferable, non-sublicensable, royalty-free, revocable (at any time) right and license during the Term (a) to install and use the Materials, and (b) to access and use the Virtru for Personal Privacy Service in connection with your use of the Materials, in each case solely in connection with your personal, non-business, non-commercial e-mail account(s) and solely for personal, non-business, non-commercial purpose.  Except as set forth in this Section 1.1, no other right or license of any kind is granted by Virtru to you hereunder with respect to the Materials or the Virtru for Personal Privacy Service.  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.  This Agreement and the Privacy Policy shall not apply with respect to any data stored on or manipulated or transmitted by means of your use of Third Party Services.

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

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.

3.3.  License to Use Virtru Application Data. You hereby grants to Virtru a worldwide, non-exclusive, transferable, sublicensable, royalty-free, perpetual, irrevocable right and license to use, copy, distribute, and create Derivatives of the Virtru Application Data for the purpose of performing its obligations under this Agreement, the operation, improvement and maintenance of the Virtru for Personal Privacy Service, and for any other purposes permitted under the Privacy Policy.

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).

6. 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 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.

8. Arbitration

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.

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 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.    

10. Definitions

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.

10.4. Privacy Policy” means Virtru’s privacy policy available at virtru.com/privacy-policy/, as modified from time to time by Virtru.

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.

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 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 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.

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.