These terms and conditions create a contract (the “End User Agreement”) between you and Split Secure Inc. (“SplitSecure”). Please read this End User Agreement carefully.
This End User Agreement governs your use of SplitSecure’s app through which you can access and use SplitSecure’s service (the “Service”). To use our Services, you need compatible hardware, software (latest version recommended and sometimes required) and Internet access. Our Services’ performance may be affected by these factors.
Your use of the Service is subject to and governed by a services agreement (the “Services Agreement”) between you (if you are an individual) (an “Individual Subscriber”) or the organization that has subscribed to the Service and on whose authority you are accessing the Service (an “Enterprise Subscriber”). Your continued use of the Service is dependent upon and coextensive with the applicable Services Agreement, and your access to and use of the Service will not continue if the Services Agreement expires or is terminated. Please refer to the Services Agreement and SplitSecure’s End User App Privacy Policy for information on whether SplitSecure will retain data and personal information after the expiration or termination of the Services agreement.
If you are accessing the Service on behalf of an Enterprise Subscriber, you represent that you have the authority to enter into this End User Agreement on your own behalf and on behalf of the Enterprise Subscriber, and that this End User Agreement will constitute a binding agreement with the Enterprise Subscriber, in which case references to “you” and “your” will refer to the individual accepting this End User Agreement and the Enterprise Subscriber.
The Service is not intended for individuals under the age of 18. You may not use the Service if you are under the age of 18, and by accessing the Service you represent that you are at least 18 years of age. In addition, use of the Service is prohibited from, or by nationals of, Cuba, Iran, Syria, North Korea, Russia, and Ukraine (the Crimea, Donetsk (DNR) and Luhansk (LNR) regions), or any other place prohibited by applicable law.
As used herein, you and SplitSecure may be referred to as the “parties” or each individually as a “party.”
Your use of the Service is subject to SplitSecure’s End User App Privacy Policy, which is available on this page.
Subject to the Services Agreement, SplitSecure will make the Service available to you during the term of the Services Agreement (the “Term”), and SplitSecure hereby grants you a limited, non-sublicensable, non-exclusive, non-transferable right during the Term to use the Service, for whom a subscription to the Service has been procured (“Users”) to access and use the Service in accordance with user guides, tutorials, and other documentation provided by SplitSecure (the “Documentation”), solely for the business purposes of the Individual Subscriber or Enterprise Subscriber, as applicable.
SplitSecure reserves the right, in its sole discretion, to make any changes to the Services and Documentation that it deems necessary or useful to: (a) maintain or enhance: (i) the quality or delivery of SplitSecure’s services to its customers; (ii) the competitive strength of or market for SplitSecure’s services; or (iii) the Services’ cost efficiency or performance; or (b) to comply with applicable law.
As a condition to using the Service, and to ensure correct operation of the Service, you accept responsibility for your data and for correct use of the Service as set forth herein. As between SplitSecure and you, you have and will retain sole responsibility for: (a) all electronic data that you submit to the Service (“Customer Data”), including its content and use; (b) all information, instructions, and materials that you provide in connection with the Services; (c) all information technology infrastructure, such as computers, software, databases, electronic systems, and networks that you use to access the Service (“Customer Systems”); (d) physical security of any Customer System used to access the Service; and (e) all access to and use of the Service directly or indirectly by or through the Customer Systems or your access credentials, with or without your knowledge or consent, including all results obtained from, and actions based on, such access or use.
You shall use the Service in compliance with this End User Agreement, the Services Agreement, Documentation, and all applicable laws and shall not: (i) copy, rent, sell, lease, distribute, pledge, assign, or otherwise transfer, or encumber rights to the Service, or any part thereof, or make it available to anyone else; (ii) directly store in the Service any personal health data, credit card data, personal financial data or other such sensitive data which may be, without limitation, subject to the Health Insurance Portability and Accountability Act, Gramm-Leach-Bliley Act, or the Payment Card Industry Data Security Standards; (iii) send or store infringing or unlawful material in connection with the Service; (iv) send or store viruses, worms, time bombs, Trojan horses and other malicious code, files, scripts, agents or programs (“Malicious Code”) to the Service; (v) attempt to gain unauthorized access to, or disrupt the integrity or performance of, the Service or the data contained therein; (vi) modify, copy or create derivative works based on the Service, or any portion thereof; (vii) access the Service for the purpose of building a competitive product or service or copying its features or user interface; or (viii) delete, alter, add to or fail to reproduce in and on the Service the name of SplitSecure and any copyright or other notices appearing in or on the Service or which may be required by SplitSecure at any time. Any use of the Service in breach of this End User Agreement, Services Agreement, or Documentation that in SplitSecure’s judgment threatens the security, integrity or availability of the Service may result in SplitSecure’s immediate suspension of your access to the Service. You may not remove or export from the United States or allow the export or re-export of the Services, or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority.
Except for the rights expressly granted under this End User Agreement and the Services Agreement, SplitSecure and its licensors retain all right, title, and interest in and to the Service and Documentation, including all related intellectual property rights therein. No rights are granted to you hereunder other than as expressly set forth in this End User Agreement.
You hereby grant to SplitSecure, its affiliates and applicable contractors a worldwide license to host, copy, transmit and display Customer Data, as reasonably necessary for SplitSecure to provide the Service in accordance with the Services Agreement. You shall be responsible for the accuracy, quality and legality of Customer Data and the means by which you acquired Customer Data. The use of Customer Data is primarily governed by the Services Agreement, and any potential conflict between the terms of this End User Agreement and the Services Agreement will be governed by the terms of the Services Agreement.
SplitSecure shall own any analytical or statistical usage data derived from the operation of the Service, including metadata, data regarding web applications utilized in connection with the Service, configurations, log data, and the performance results for the Service (“SplitSecure Analytics”). Nothing herein shall be construed as prohibiting SplitSecure from utilizing the SplitSecure Analytics for improving the Service or for any other purpose; provided that any disclosure of the SplitSecure Analytics shall be de-identified and presented in the aggregate so that it will not disclose your identity to any third party.
You hereby grant SplitSecure a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into its products and services any suggestions, ideas, enhancement requests, feedback, recommendations or other information you provide relating to the features, functionality or operation of the Service (“Feedback”). You have no obligation to provide Feedback, and SplitSecure has no obligation to use or implement any particular Feedback.
In connection with this End User Agreement, SplitSecure may disclose or make available Confidential Information to you. Subject to Section 5.2, “Confidential Information” means information in any form or medium (whether oral, written, electronic, or other) that SplitSecure considers confidential or proprietary, including information consisting of or relating to the SplitSecure’s technology, trade secrets, know-how, business operations, plans, strategies, customers, and pricing, and information with respect to which SplitSecure has contractual or other confidentiality obligations, in each case whether or not marked, designated, or otherwise identified as “confidential”.
Confidential Information does not include information that: (a) was rightfully known to you without restriction on use or disclosure prior to such information’s being disclosed or made available in connection with this End User Agreement; (b) was or becomes generally known by the public other than by your noncompliance with this End User Agreement or the Services Agreement; (c) was or is received by you on a non-confidential basis from a third party that was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (d) you can demonstrate by contemporaneous written or documentary records was or is independently developed by the you without reference to or use of any Confidential Information.
As a condition to being provided with any disclosure of or access to Confidential Information, you shall: (a) not access or use Confidential Information other than as necessary to exercise your rights or perform your obligations under and in accordance with this End User Agreement or the Services Agreement; (b) not disclose Confidential Information except as permitted by and subject to its compliance with the Services Agreement; (c) safeguard the Confidential Information from unauthorized use, access, or disclosure using at least the degree of care you use to protect your similarly sensitive information and in no event less than a reasonable degree of care; and (d) promptly notify SplitSecure of any unauthorized use or disclosure of Confidential Information and take all reasonable steps and cooperate with SplitSecure to prevent further unauthorized use or disclosure.
If you are compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, you shall: (a) promptly, and prior to such disclosure, notify SplitSecure in writing of such requirement so that SplitSecure can seek a protective order or other remedy or waive its rights under Section 5.3; and (b) provide reasonable assistance to SplitSecure, at SplitSecure’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. If SplitSecure waives compliance or, after providing the notice and assistance required under this Section 5.4, you remain required by law to disclose any Confidential Information, you shall disclose only that portion of the Confidential Information that you are legally required to disclose.
EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THE SERVICES AGREEMENT, WHICH RUN TO THE CUSTOMER (AS DEFINED IN THE SERVICES AGREEMENT), ALL SERVICES ARE PROVIDED “AS IS.” SPLITSECURE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, SPLITSECURE MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES OR SPLITSECURE MATERIALS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED “AS IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN YOU AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS.
EXCEPT AS OTHERWISE PROVIDED IN SECTION 7.3, IN NO EVENT WILL SPLITSECURE OR ANY OF ITS LICENSORS, SERVICE SPLITSECURES, OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THIS END USER AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION, OR DELAY OF THE SERVICES; (c) LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (d) COST OF REPLACEMENT GOODS OR SERVICES; (e) LOSS OF GOODWILL OR REPUTATION; OR (f) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
EXCEPT AS OTHERWISE PROVIDED IN SECTION 7.3, IN NO EVENT WILL THE AGGREGATE LIABILITY OF SPLITSECURE ARISING OUT OF OR RELATED TO THIS END USER AGREEMENT, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL AMOUNTS PAID AND AMOUNTS ACCRUED BUT NOT YET PAID TO SPLITSECURE UNDER THE SERVICES AGREEMENT IN THE ONE (1) YEAR PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR TEN THOUSAND DOLLARS ($10,000), WHICHEVER IS LESS. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
The exclusions and limitations in Sections 7.1 and 7.2 do not apply to liability for SplitSecure’s gross negligence or willful misconduct.
You will defend SplitSecure from any and all Claims brought against SplitSecure by a third party: (a) alleging a violation of such third party’s rights arising from your provision or use of the Customer Data; or (b) arising out of or relating to your breach of any representation, covenant, or other provision of this End User Agreement or the Services Agreement. You will indemnify SplitSecure for all damages, costs, reasonable attorneys’ fees finally awarded by a court of competent jurisdiction or paid to a third party in accordance with any settlement agreement signed by you, in connection with such Claims.
Nothing contained in this End User Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between you and SplitSecure, and neither you nor SplitSecure shall have authority to contract for or bind the other party in any manner whatsoever.
This End User Agreement and the Services Agreement (including any Order Form or other attachment thereto) constitutes the sole and entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. In the event of any conflict between application of the End User Agreement and the Services Agreement (including any Order Form or other attachment thereto), the terms of the Services Agreement will govern.
You shall not assign or otherwise transfer any of rights, or delegate or otherwise transfer any of obligations or performance under this End User Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without SplitSecure’s prior written consent. No assignment, delegation, or transfer will relieve you of any of obligations or performance under this End User Agreement. Any purported assignment, delegation, or transfer in violation of this Section is void.
No amendment to or modification of this End User Agreement is effective unless it is in writing and authorized by SplitSecure. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this End User Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this End User Agreement will operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
If any term or provision of this End User Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this End User Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this End User Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
This End User Agreement is governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Delaware. Any controversy or claim arising out of or relating to this End User Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The prevailing party in any arbitration shall be entitled to recover the costs of arbitration, including reasonable attorney’s fees, from the other party. The parties’ agreement to arbitrate disputes hereunder shall not prevent either party from seeking provisional or interim equitable relief from any court or other tribunal with appropriate jurisdiction to maintain the status quo pending arbitration.
Each party acknowledges and agrees that a breach or threatened breach by such party of any of its obligations under Section 3 or Section 5 would cause the other party irreparable harm for which monetary damages would not be an adequate remedy and that, in the event of such breach or threatened breach, the other party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available in arbitration, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.