These terms of Service ("Terms of Service" and/or "Terms") contain the legal terms and conditions that govern your access to and use of the www.immun.io and immun.io Software, Service, Service Offerings (all as defined below), if you have not entered into a separate license agreement ("License Agreement") with immun.io, ("immun.io", "we", "our" or "us") or with an authorized reseller of immun.io. Please review these Terms of Service carefully. If you do not agree with all of the Terms of Service, you shall not install nor use any of the Service Offerings.
If you have entered into a separate license agreement, the terms and conditions of that License Agreement controls if they conflict with these Terms of Service.
If you have not entered into a separate License Agreement, then by using any of the Service Offerings, clicking on the "I accept" button and/or completing the registration process, you represent that (i) you have read, understand and agree to be bound by these Terms of Service; (ii) you have the authority to enter into these Terms of Service personally or on behalf of the entity you have named as a user and to bind that entity to these Terms of Service; and (iii) you are of legal age to form a binding contract with immun.io. In the event that you are agreeing to these Terms of Service on behalf of an entity, "you" and "your" will refer to the entity you are representing.
"Activation Date" is the date of the invoice sent to Client in relation to the Services Offerings.
"this Agreement": these Terms of Service
"API" means an application program interface.
"Client Account" has the meaning set out in Section 5.
"IMMUNIO" means IMMUNIO Inc.
"IMMUNIO Site" means the web based realtime security dashboard that controls and displays the status of your protected applications. This is accessed on https://www.immun.io and https://dashbaord.immun.io
"Service Offerings" means the Software and the Services (including associated APIs).
"Services" means the hosting of the Software on IMMUNIO cloud dedicated to the Software.
"Software" means IMMUNIO software to be embedded into Client's web applications to monitor for potential security threats.
"Subscription Fees" has the meaning set out in Section 9(a).
"Subscription Period" means a one year period. The initial Subscription Period commences on the Activation Date.
"Term" has the meaning set out in Section 16.
"Use" or "Using" means to access, install, download, load, execute or otherwise benefit from using the functionality of any of the Service Offerings.
IMMUNIO, its affiliates, licensors and resellers own and reserve all right, title, in and to the Service Offerings regardless of the form or media in or on which the original or other copies may subsequently exist. The Client agrees to use reasonable efforts to prevent and protect the contents of any of the Service Offerings from unauthorized disclosure or Use.
SERVICE OFFERINGS LICENSE
Subject to the terms and conditions of this Agreement, IMMUNIO grants the Client a limited, revocable, non-transferable, non-exclusive and non-sub-licensable license to install and Use the Software during the Term.
All licenses granted under this Agreement are conditional upon Client continued compliance with this Agreement, including the payment of the Subscription Fees and will immediately and automatically terminate if Client does not comply with any terms or conditions of this Agreement.
The Client shall not use the Service Offerings in a manner or for a purpose other than as expressly permitted under this Agreement. Without limiting the generality of the foregoing, the Client shall not, or shall not attempt to:
reverse engineer, disassemble, decompile, reverse compile or unlock any part of the Service Offerings or apply any other process or procedure to derive the source code or underlying algorithms of any software, including the Software, included in the Service Offerings;
modify, alter, tamper with, repair, adapt, translate, merge or otherwise create derivative work of any software, including the Software, included in the Service Offerings;
distribute, copy, transfer, rent, lease, share, pledge or sublicense the Service Offerings;
repackage the Software for sale as a competing product or the Service Offerings for sale as a competing service;
host, resell or sublicense any of the Service Offerings; or
violate any applicable laws or Use the Service for any activities or content that is illegal under applicable law.
To access the Services, Client must create an account associated with a valid e-mail address with IMMUNIO ("Client Account"). When Client creates a Client Account, IMMUNIO will ask certain information ("Registration Data"). Client represents and warrants that:
all Registration Data which Client will provide is truthful, accurate, current and complete; and
Client will maintain and promptly update Registration Data to keep it true, accurate, current and complete.
Client is solely responsible for selecting appropriate Client Account username(s). Client is responsible for maintaining the confidentiality of Client Account username(s) and password(s). Client is responsible for all activities that occur under Client Account, regardless of whether the activities are undertaken by Client, Client's employees or third parties and IMMUNIO, its affiliates, licensors, resellers, suppliers, agents and contractors are not responsible for unauthorized access to Client Accounts.
Client shall contact IMMUNIO immediately if Client believes an unauthorized third party is Using Client Account or if Registration Data is lost or stolen.
Client agrees not to create a Client Account or use any of the Service Offerings if Client has been previously removed by IMMUNIO.
To the Service Offerings. IMMUNIO may change, discontinue or depreciate any of the Service Offerings or change or remove features or functionality of the Service Offerings from time to time. IMMUNIO will notify Client of any material change to or discontinuance of the Service Offerings.
To the API's. IMMUNIO may change, discontinue or depreciate any APIs for the Services from time to time but will use commercially reasonable efforts to continue supporting the previous version of any API changed, discontinued, or depreciated for 12 months after the change, discontinuation, or deprecation (except if doing so (a) would pose a security or intellectual property issue, (b) is economically or technically burdensome, or (c) is needed to comply with the law or requests of governmental entities).
Update and Upgrade. IMMUNIO may update and/or update the Software embedded in Client's web applications. Client acknowledges and agrees that IMMUNIO may update and/or update the Software without notifying Client. The terms and conditions of this Agreement will govern any update or upgrade that may be provided by IMMUNIO that replace and/or supplement any Service Offerings d hereunder, unless such update or upgrade is accompanied by a separate agreement in which case the terms of that agreement will govern.
Use. Client is solely responsible for the Use of any of the Service Offerings.
Use Policy. Client is solely responsible for compliance with this Agreement and the Policies.
The Client agrees to indemnify, hold harmless and defend immun.io and its directors, its officers, stockholders, employees, affiliates, licensors, resellers, suppliers, agents and contractors from and against any and all third party claims and related losses, damages or expenses, including but not limited to attorneys' costs and fees, connected with or arising out of the Client's content or websites. This includes, without limitation, all export, collection, or use of personal information or other data.
THE SERVICE OFFERINGS ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE BASIS". CLIENT USES OF THE SERVICE OFFERINGS AT ITS OWN RISK. IMMUNIO, ITS AFFILIATES, LICENSORS, RESELLERS, SUPPLIERS, AGENTS AND CONTRACTORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SERVICE OFFERINGS, INCLUDING ANY WARRANTY THAT THE SERVICE OFFERINGS WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS. EXCEPT TO THE EXTENT PROHIBITED BY LAW, IMMUNIO, ITS AFFILIATES' LICENSORS, RESELLERS, SUPPLIERS, AGENTS AND CONTRACTORS DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. WITHOUT THE GENERALITY OF THE FOREGOING, NONE OF IMMUNIO, ITS AFFILIATES, LICENSORS, RESELLERS, SUPPLIERS, AGENTS AND CONTRACTORS MAKES WARRANTY THAT THE SERVICE OFFERINGS WILL MEET CLIENT'S REQUIREMENTS OR EXPECTATIONS OR THE SERVICE OFFERINGS WILL WITHSTAND ATTEMPTS TO EVADE SECURITY.
LIMITATIONS OF LIABILITY
To the extent permitted by applicable law, the liability of IMMUNIO, its affiliates, licensors, resellers, suppliers, agents and contractors is limited to (a) direct damages up to the amount that the Client was required to pay for the Use of the Software giving rise to that liability during the prior three months or, (b) in case of free Service Offerings, US $10. That limitation applies regardless of whether the liability arises out of under the rules governing contractual or extra contractual liability or as a result of a breach of statutory or regulatory obligation or otherwise.
EXCLUSIONS OF CERTAIN DAMAGES
To the extent permitted by applicable law, whatever the legal basis for the claim, neither IMMUNIO nor any of its affiliates, licensors, resellers, suppliers, agents or contractor, will be liable for any indirect, consequential, special or incidental damages or damages for loss of profits, revenues, profit, income, data, business interruption, goodwill, use, loss of business information or loss of any other intangible loss arising in connection with this Agreement even if advised of the possibility of such damages or if such possibility was reasonably foreseeable.
Client acknowledges and agrees that (i) IMMUNIO offers the Service Offerings and sets its prices in reliance upon the warranty disclaimers, the limitations of liability and the exclusions of certain damages set forth herein; (ii) the warranty disclaimers, the limitations of liability and exclusions of certain damages set forth herein reflect a reasonable and fair allocation of risk, and (iii) the warranty disclaimers, the limitations of liability and exclusions of certain damages set forth herein form an essential basis of the bargain between Client and IMMUNIO and (iv) IMMUNIO would not be able to provide the Service Offerings on an economically reasonable basis without those disclaimers, limitations or exclusions.
If the Service Offerings offered to Client is in beta form, Client acknowledges and agrees that the Service Offerings may have reliability issues and agrees to report any such issues to IMMUNIO. IMMUNIO will use its best efforts to resolve those issues.
IMMUNIO may suspend Client's right to access or Use any portion or all of the Service Offerings immediately upon notice to Client if IMMUNIO determines:
Client's Use of the Service Offerings (A) poses a security risk to the Service Offerings or any third party, (B) may adversely impact the Service Offerings or the systems of any other IMMUNIO Clients; (C) may subject IMMUNIO, its affiliates, licensors, resellers, suppliers, agents or contractors or any third party to liability, or (D) may be fraudulent;
Client is in breach of this Agreement; or
Client has ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of Client assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.
Term. The term of this Agreement will commence on the Activation Date and will terminate at the end of the Subscription Period unless it is l terminated by IMMUNIO in accordance with Section 16(b).This Agreement may be renewed and the term extended for an one or more additional Subscription Periods unless a party send a notice to terminate to the other party no less than 30 days prior to the termination of the then current Subscription Period.
Termination for Cause:
By Either Party. Either party may terminate this Agreement for cause upon 30 days advance notice to the other party if there is any material default or breach of this Agreement by the other party, unless the defaulting party has cured the material default or breach within the 30 day notice period.
By IMMUNIO. IMMUNIO may also terminate this Agreement immediately upon notice to Client (A) for cause, if any act or omission by Client results in a suspension described in Section 15, (B) if IMMUNIO relationship with a third party partner who provides software or other technology IMMUNIO uses to provide the Service Offerings expires, terminates or requires IMMUNIO to change the way IMMUNIO provides the Software or other technology as part of the Service Offerings, (C) if IMMUNIO believes providing the Services could create a substantial economic or technical burden or material security risk for IMMUNIO, (D) in order to comply with the law or requests of governmental entities, or (E) if IMMUNIO determines that the use of the Service Offerings by Client or its provision of any of the Services to Client has become impractical or unfeasible for any legal or regulatory reason.
Effect of Termination. Upon any termination of this Agreement, all Client rights under this Agreement immediately terminate. Termination includes removal of access of the Service Offerings. Termination of Service Offerings also includes deletion of Client's passwords and Registration Data. All provisions of this Agreement which by their nature should survive, will survive termination of the Service Offerings, including without limitation, ownership provisions, warranty disclaimers and limitations of liability.
MODIFICATIONS TO THE AGREEMENT
IMMUNIO may modify this Agreement (including any Policies) at any time by posting a revised version on the IMMUNIO Site or by otherwise notifying Client in accordance with Section 18(e). The modified terms will become effective upon posting or, if IMMUNIO notifies Client by email, as stated in the email message. By continuing to use the Service Offerings after the effective date of any modifications to this Agreement, Client agrees to be bound by the modified terms. It is Client responsibility to check the IMMUNIO Site regularly for modifications to this Agreement. IMMUNIO last modified this Agreement on the date listed at the beginning of this Agreement.
Import and Export Compliance. In connection with this Agreement, each party will comply with all applicable import, re-import, export, and re-export control laws and regulations, including the U.S. Export Administration Regulations, the U.S. International Traffic in Arms Regulations, and country-specific economic sanctions programs implemented by the U.S. Office of Foreign Assets Control. For clarity, Client is solely responsible for compliance related to the manner in which Client chooses to use the Service Offerings.
Governing Law. This Agreement and any dispute of any sort that might arise between IMMUNIO and Client are hereby governed by the laws of the Province of Quebec, Canada without reference to any conflict of law rules. Any dispute relating in any way to the Service Offerings or this Agreement will be adjudicated in the courts of the Province of Québec, district of Montréal. Client consents to exclusive jurisdiction and venue in those courts. IMMUNIO may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of IMMUNIO, its affiliates, licensors, resellers, contractors or any third party's intellectual property or other proprietary rights. The United Nations Convention for the International Sale of Goods does not apply to this Agreement. If the Service Offerings is licensed for Use in the Province of Quebec, Canada, the parties hereto confirm that they have requested that this Agreement and all related documents be drafted in English (i.e. Les parties ont exigé que le présent contrat ainsi que tous les documents connexes soient rédigés en anglais).
Assignment. Client will not assign this Agreement, or delegate or sublicense any of its rights under this Agreement, without IMMUNIO prior written consent. Any assignment or transfer in violation of this Section 18(c) will be void. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective successors and assigns.
Force Majeure. IMMUNIO, its licensors and contractors will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond their reasonable control, including acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.
To Client. IMMUNIO may provide any notice to Client under this Agreement by: (A) posting a notice on the IMMUNIO Site; or (B) sending a message to the email address then associated with Client Account. Notices IMMUNIO provides by posting on the IMMUNIO Site will be effective upon posting and notices IMMUNIO provides by email will be effective when IMMUNIO sends the email. It is Client responsibility to keep Client email address current. Client will be deemed to have received any email sent to the email address then associated with Client Account when IMMUNIO send the email, whether or not Client actually receive the email.
To IMMUNIO. To give IMMUNIO notice under this Agreement, Client must contact IMMUNIO by email at email@example.com
Entire Agreement. This Agreement includes the Policies and is the entire agreement between Client and IMMUNIO regarding the subject matter of this Agreement. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between Client and IMMUNIO, whether written or verbal, regarding the subject matter of this Agreement. IMMUNIO will not be bound by, and specifically object to, any term, condition or other provision which is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which is submitted by Client in any order, receipt, acceptance, confirmation, correspondence or other document. If the terms of this document are inconsistent with the terms contained in any Policy, the terms contained in this document will control.