END-USER LICENSE AGREEMENT FOR SENDSAFELY OUTLOOK ADD-IN

 

End-User License Agreement ("EULA") is a legal agreement between you (“you”) and SendSafely Inc. ("SendSafely") for the SendSafely Outlook Add-in and associated documentation (collectively, the "Software Product"). By installing, copying, or otherwise using the Software Product, you agree to be bound by the terms of this EULA. If you are using the Software Product on behalf of an organization, you are agreeing to this EULA for that organization and confirming that you have the authority to bind that organization to this EULA. In that case, "you" and "your" will refer to that organization. This EULA represents the entire agreement concerning the Software Product between you and SendSafely, and it supersedes any prior proposal, representation, or understanding between the parties. If you do not agree to the terms of this EULA, do not install or use the Software Product.

1. GRANT OF LICENSE. 
The Software Product is licensed as follows: 
(a) Installation and Use.
SendSafely grants you the limited right to install and use copies of the Software Product on your computer running a validly licensed copy of the operating system for which the Software Product was designed, subject to your ongoing compliance with the terms and conditions of this EULA.
(b) Backup Copies.
You may also make copies of the Software Product as may be necessary for backup and archival purposes.

2. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.
(a) Maintenance of Copyright Notices.
You must not remove or alter any copyright notices on any and all copies of the Software Product.
(b) Distribution.
You may not distribute registered copies of the Software Product to third parties. (c) Prohibition on Reverse Engineering, Decompiling, and Disassembly.
You may not reverse engineer, decompile, or disassemble the Software Product, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. 
(d) Rental.
You may not rent, lease, or lend the Software Product.
(e) Support Services.
SendSafely may provide you with support services related to the Software Product ("Support Services"). Any supplemental software code provided to you as part of the Support Services shall be considered part of the Software Product and subject to the terms and conditions of this EULA. 
(f) Compliance with Applicable Laws.
You must comply with all applicable laws regarding use of the Software Product. (g) Open Source Software. If any component of the Software Product is offered under an open source license, SendSafely will make such license(s) available to you and the provisions of such license(s) will prevail over any directly conflicting provision of this EULA.

3. TERMINATION. 
Without prejudice to any other rights, SendSafely may terminate this EULA without prior notice or opportunity to cure if you fail to comply with the terms and conditions of this EULA. This EULA shall automatically terminate in the event the underlying Terms of Service agreement or Enterprise Service Agreement between you and SendSafely is terminated for any reason. If this EULA terminates for any reason, you must immediately destroy all copies of the Software Product in your possession and cease using the Software Product.

4. COPYRIGHT
The Software Product is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Software Product is licensed, not sold. All title, including but not limited to copyrights, in and to the Software Product and any copies thereof are owned by SendSafely or its suppliers. All title and intellectual property rights in and to the content which may be accessed through use of the Software Product is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This EULA grants you no rights to use such content. All rights not expressly granted are reserved by SendSafely.

5. NO WARRANTIES
SendSafely expressly disclaims all warranties for the Software Product. The Software Product is provided 'As Is' without any express or implied warranty of any kind, including but not limited to any warranties of merchantability, noninfringement, or fitness of a particular purpose. SendSafely does not warrant or assume responsibility for the accuracy or completeness of any information, text, graphics, links or other items contained within the Software Product. SendSafely makes no warranties with respect to any harm that may be caused by the transmission of a computer virus, worm, time bomb, logic bomb, or other such computer program.

6. LIMITATION OF LIABILITY
 TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL SENDSAFELY, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS) DAMAGES, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT SENDSAFELY HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SENDSAFELY'S AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS RELATING TO THE SOFTWARE PRODUCT SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO SENDSAFELY FOR THE SOFTWARE PRODUCT IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.

7. EXPORT RESTRICTIONS. You agree to comply with applicable U.S. Government, EU, and UN export and reexport laws, regulations and requirements. You further certify that you will not export or reexport any software that may be subject to such laws, regulations, and requirements, to any location, or to any end-user, or for any end-use, without first obtaining any export license, permit or other approval that may be required. Without limiting the foregoing, you specifically agree that you will not export or reexport any software or services subject to export and reexport laws to (1) any Group E country listed in Code of Federal Regulations Title 15 Supplement No. 1 to Part 740 – Country Groups or the Crimea Region of Ukraine or (2) any person listed in any Denied Party Lists, or (3) for any restricted end-use, including those related to the development, production or use of nuclear, chemical or biological weapons or missiles.

8. GENERAL TERMS. 

Modifications. SendSafely may revise this EULA from time to time. If a revision, in SendSafely’s sole discretion, is material we will notify you (for example via email to the email address associated with your account). Other changes may be posted to our website or the other website from which you downloaded the Software Product without notice. By continuing to access or use the Software Products after revisions become effective, you agree to be bound by the revised EULA. Any such updated version of the EULA supersedes all prior versions. If you do not agree to the updated version of this EULA, you must stop using the Software Product immediately.

Waiver. SendSafely’s failure to enforce a provision of this EULA is not a waiver of its right to do so later. If a provision is found unenforceable, the remaining provisions of this EULA will remain in full effect and an enforceable term will be substituted reflecting the parties’ intent as closely as possible.

Assignment. You may not assign any of your rights in this EULA, and any such attempt is void, but SendSafely may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Software Product. SendSafely and you are not legal partners or agents, but independent contractors.

Limitation of Action. No action arising out of this EULA, regardless of the form of action, may be brought by you more than one year after the action accrued.

Agreement to Informally Resolve Dispute. Before filing a claim against SendSafely under this EULA, you agree to try to resolve the dispute by contacting SendSafely and providing all details necessary to allow SendSafely a meaningful opportunity to cure the alleged breach. If a dispute is not resolved within thirty (30) days of notice, you may bring a formal proceeding.

Agreement to Arbitrate. All disputes shall be resolved finally and exclusively by binding individual arbitration with a single arbitrator administered by the American Arbitration Association (www.adr.org) or JAMS (www.jamsadr.com) according to this provision and the applicable arbitration rules for that forum. This provision shall not restrict SendSafely’s right to pursue claims of intellectual property infringement in an appropriate court of law.

No Class Actions. You agree to only resolve disputes with SendSafely on an individual basis and not bring any claims in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are prohibited.