THE USE OF THE SERVICES IS SUBJECT TO THE TERMS AND CONDITIONS THAT FOLLOW. YOU SHOULD ACCESS AND USE THE SERVICES ONLY IF YOU ACCEPT AND AGREE TO ALL THE TERMS IN THIS EULA.
1. THE LICENSE AGREEMENTThis End-User License Agreement ("EULA") is a binding legal agreement between YOU (either a legal entity or an individual acting in professional capacity and agreeing to these terms, hereafter "YOU") and Verimatrix, a French société anonyme ("Verimatrix"). This Agreement sets out your rights and the conditions upon which you may use our services for software protection, security analytics and remote control available at https://appshield.verimatrixcloud.net including all its constituent parts, media, materials, and documentation ("Services"). You should read the document in its entirety, including linked terms, because all the terms are important and together create this Agreement that applies to YOU.
By accessing and using our Services, YOU agree to be bound by the terms of this EULA. This EULA represents the entire agreement between YOU and Verimatrix, concerning the use of our Services and supersedes any prior agreement, proposal, representation, or understanding between YOU and Verimatrix.
The Services are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. Unless expressly provided otherwise in this EULA, Verimatrix retains all right, title and interest, including any copyright, patent rights, design rights, or other intellectual property rights in and to the Services as well as any improvements or modifications thereto made for YOU, including any improvements or modifications based on, implementing, or otherwise using any feedback YOU or YOUR application has provided to us.
Verimatrix's logo and combinations and Verimatrix App Shield are registered trademarks or trade names of Verimatrix or its subsidiaries. Except as set forth herein, reproduction in whole or in part is prohibited without the prior written consent of Verimatrix.
3. GRANT OF LICENSE
Subject to the terms and conditions of this Agreement, Verimatrix hereby grants to YOU the limited, non-exclusive, non-transferable, non-assignable, non-sublicensable, freely revocable, right and license to use the Services only for the purposes of software protection, security analytics and remote control of YOUR application, in compliance with the terms of this EULA.
The only rights we grant YOU are those rights expressly stated in this Agreement. All rights not expressly granted to YOU under this EULA are reserved by Verimatrix. No license, right, title or interest in any trademark, trade name or service mark of Verimatrix is granted to YOU.
Your use of the Services is limited to devices and operating systems Verimatrix supports and may be affected by the performance and compatibility of your hardware, software and Internet access. Meeting system requirements is your responsibility and YOU are responsible for the cost of your equipment, which may include obtaining updates or upgrades from time to time in order to continue using the Services. System requirements are set forth on the product description page. (For purposes of this Agreement, product description page means the webpage describing the product available at https://appshield.verimatrixcloud.net)
Also, if YOU provide any comments to Verimatrix, information, opinions, or suggestions on the Services, YOU acknowledge and agree that Verimatrix may use them without restriction, for any purpose and without compensation to YOU.
4. LIMITATIONS OF LICENSE
In case of violation of the above restrictions, Verimatrix retains the right to immediately terminate this EULA pursuant to Section 7 and to obtain full compensation for any damage, costs and expenses it may incur. In addition, YOU will be solely responsible for any fines or other penalties imposed pursuant to applicable laws.
5. NO WARRANTY
THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, VERIMATRIX EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS, STATUTORY OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY OR REPRESENTATION THAT THE SERVICE IS ERROR-FREE. VERIMATRIX DOES NOT WARRANT OR ASSUME RESPONSIBILITY FOR THE ACCURACY, TIMELINESS, COMPLETENESS, CURRENTNESS OF ANY INFORMATION, RESULTS, INDICATIONS, ADVICE, PROPOSED ACTIONS, TEXT, GRAPHICS, LINKS OR OTHER ITEMS CONTAINED WITHIN, RELATED TO, OR PROVIDED THROUGH THE SERVICES, INCLUDING THE SERVICES' OUTPUT. VERIMATRIX MAKES NO WARRANTIES IN RELATION TO THE SECURITY OR STABILITY OF THE SERVICES OR THE PROTECTED APPLICATION AND EXPRESSLY DISCLAIMS ALL LIABILITY ARISING OUT OF OR CONNECTED TO THE TRANSMISSION OF A COMPUTER VIRUS, WORM, TIME BOMB, LOGIC BOMB, OR OTHER DESTRUCTIVE ELEMENT.
6. LIMITATION OF LIABILITY
TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, VERIMATRIX SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES OF ANY NATURE WHATSOEVER. FOR THE PURPOSES OF THIS AGREEMENT, LOST PROFITS, BUSINESS INTERRUPTION, DATA BREACH AND LOST INFORMATION ARE DEEMED AS INDIRECT OR CONSEQUENTIAL DAMAGES AND ARE NOT RECOVERABLE HEREUNDER, NOTWITHSTANDING THE THEORY OF LIABILITY AND FORM OF ACTION UNDER WHICH SAID DAMAGES ARE SOUGHT, INCLUDING BUT NOT LIMITED TO CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY, STATUTORY LIABILITY OR OTHERWISE, AND WHETHER OR NOT VERIMATRIX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE SERVICES.
IT IS FURTHER EXPRESSLY STATED AND CLARIFIED THAT THE SERVICES ARE NOT DESIGNED, MADE, OR INTENDED FOR USE IN ANY APPLICATION OR DEVICE WHERE FAILURE OR INACCURACY MIGHT CAUSE DEATH OR PERSONAL INJURY, INCLUDING MILITARY GRADE, MEDICAL GRADE OR SPACE GRADE DEVICES, APPLICATIONS AND USES. VERIMATRIX SHALL NOT BE LIABLE IN WHOLE OR IN PART, FOR ANY CLAIMS OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE AND PERFORMANCE OF THE SERVICE IN SUCH APPLICATIONS.
IN ANY EVENT, VERIMATRIX'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS EULA (WHETHER IN AN ACTION IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR ANY OTHER GROUND) SHALL NOT EXCEED THE ANNUAL SUBSCRIPTION FEE PAID OR PAYABLE BY YOU TO VERIMATRIX PURSUANT TO THIS AGREEMENT.
FOR CLARITY, IN CASE VERIMATRIX PROVIDES THE SERVICES HEREUNDER WITHOUT CHARGE, VERIMATRIX HEREBY EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY ARISING OUT OF, OR RELATED TO THIS EULA (WHETHER IN AN ACTION IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR ANY OTHER GROUND).
8. YOUR CONTENT
The Service allows YOU to upload content (including Software Applications). YOU hereby give Verimatrix the irrevocable right to store, process and modify your content for the purposes of providing and improving the Services. Without prejudice to the above and to Section 7(d), YOU retain ownership of any intellectual property rights that YOU hold in your content.
9. PRIVACY AND DATA PROTECTION
YOU shall only use the Services in compliance with the General Data Protection Regulation (EU) 2016/679 ("GDPR") and any other applicable privacy or data protection legislation or regulations.
By using the Services, YOU agree and confirm that:
10. PAYMENT [applicable if YOU upgrade to "Paid" Services].
a) PAYMENT AUTHORIZATION.
YOU AGREE THAT VERIMATRIX OR OUR AUTHORIZED PARTNER MAY CHARGE THE CREDIT OR DEBIT CARD ACCOUNT OR OTHER PAYMENT DEVICE YOU PROVIDED FOR ALL AMOUNTS YOU OWE RELATED TO YOUR PURCHASE, INCLUDING ANY SUBSCRIPTION RENEWALS. YOU AGREE TO NOTIFY US PROMPTLY OF ANY CHANGE IN YOUR CARD ACCOUNT NUMBER OR EXPIRATION DATE OR OTHER PAYMENT INFORMATION. FOR CREDIT AND DEBIT CARDS, YOU AGREE THAT WE MAY UPDATE SUCH INFORMATION WITH UPDATES RECEIVED DIRECTLY OR INDIRECTLY FROM YOUR CARD ISSUER AND THE RELEVANT CARD NETWORK AND WE MAY USE THE UPDATED CARD INFORMATION TO CHARGE AMOUNTS YOU OWE US. THIS WILL SERVE AS YOUR CONSENT FOR YOUR CARD OR PAYMENT DEVICE TO BE CHARGED OR DEBITED. UPON YOUR REQUEST VERIMATRIX MAY ACCEPT AN ALTERNATIVE PAYMENT METHOD. IN SUCH CASE YOU WILL BE CHARGED ALL TRANSACTION FEES RELATED TO PAYMENT. IF VERIMATRIX CANNOT CHARGE YOUR SELECTED PAYMENT METHOD FOR ANY REASON (SUCH AS EXPIRATION OR INSUFFICIENT FUNDS), YOU REMAIN RESPONSIBLE FOR ANY UNCOLLECTED AMOUNTS, AND VERIMATRIX WILL ATTEMPT TO CHARGE THE PAYMENT METHOD AGAIN AS YOU MAY UPDATE YOUR PAYMENT METHOD INFORMATION.
b) Automatic Renewal.
YOU agree that your paid subscription will be automatically renewed. YOU authorize Verimatrix or Verimatrix's authorized partners to charge your card or payment device on file within 30-days of your subscription expiration date, at the renewal term subscription price in effect at the time the renewal. The subscription price for your auto-renewal is subject to change. Your subscription renewal is ongoing and will continue until YOU cancel. If YOU would like additional information or to cancel your subscription or modify your auto-renewal settings, please contact Customer Service at: firstname.lastname@example.org.
AFTER PURCHASING A SUBSCRIPTION, YOU MAY CHOOSE TO CANCEL AUTOMATIC RENEWAL BY CONTACTING CUSTOMER SERVICE. IF YOU DO NOT WISH TO BE AUTOMATICALLY RENEWED, YOU MUST CANCEL AUTOMATIC RENEWAL MORE THAN 30 DAYS BEFORE YOUR SUBSCRIPTION TERM EXPIRES. IF YOU DO NOT CANCEL AUTOMATIC RENEWAL, YOUR SUBSCRIPTION WILL CONTINUE FOR THE RENEWAL TERM UNDER THE AGREEMENT IN EFFECT AT THE TIME OF EACH RENEWAL UNLESS IT IS TERMINATED BY VERIMATRIX PURSUANT TO THIS AGREEMENT.
Cancellation. Cancelling your subscription or terminating this EULA will not result in a retroactive refund or pro-ration of fees paid based on cancellation date. Cancelling your subscription or terminating this EULA will stop future recurring fees, and YOU will have access to the subscribed Services until the end of the then-current Subscription Term.
Data Charges. YOU are responsible for any charges incurred with your data- or mobile-service provider in connection with your use of the Services, including any overage and penalties assessed for exceeding your data or minute allowance, or use of domestic or international short message service.
11. CHANGES TO THIS EULA
Verimatrix may need to update or change the terms and conditions of this EULA over time. If YOU have a paid subscription, any new terms and conditions will apply when your subscription renews. If YOU do not agree to the new terms and conditions, then YOU must reject the changes by duly notifying Verimatrix, ceasing all use of Services at the end of the then current subscription term. By continuing to use the Services, YOU accept change(s) to this EULA.
12. GOVERNING LAW
13. NO ASSIGNMENT
YOU shall not assign this EULA to any person or entity.
14. NO WAIVER.
Verimatrix does not waive any provision of this Agreement unless it is expressly waived in a written agreement signed by an authorized officer of Verimatrix.
If any provision of this EULA is or becomes, at any time or for any reason, unenforceable or invalid, no other provision of this EULA shall be affected thereby, and the remaining provisions of this EULA shall continue with the same force and effect as if such unenforceable or invalid provisions had not been inserted in this EULA.
16. ENTIRE AGREEMENT
This EULA constitutes the entire agreement between YOU and Verimatrix and supersedes all prior agreements, proposal(s) and discussions. No explanation or information (whether written or oral) given to YOU by Verimatrix shall alter the meaning or interpretation of this EULA.
Copyright © 2019 Verimatrix. All rights reserved.
DATA PROCESSING ADDENDUM
1. Effect. This Data Processing Addendum is supplemental to the End User License Agreement between YOU and Verimatrix and applies to the processing of Personal Data of the users of YOUR application ("Users") carried out on your behalf (in your capacity as a Controller) by Verimatrix (in our capacity as Processor). If there is a conflict or inconsistency between the terms of this Addendum and the provisions of the EULA, the former will prevail.
2. Definitions. Any capitalized terms used in this Addendum which are not otherwise defined herein are as defined in the EULA.
3. Compliance with Data Protection Laws.
In relation to the provision of the Services, as described in the EULA and the Addendum, the parties undertake and agree to comply with the Data Protection Laws (as defined below). The "Data Protection Laws" shall mean the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC ("GDPR" or "General Data Protection Regulation") and any other applicable law, regulation, ordinance, decree, or other legal instrument relating to the protection of personal data, as may be enacted during the life of the EULA. Any capitalized terms used in this Article that are not otherwise defined in this Addendum shall have the meaning ascribed to them in the GDPR.
4. Your Obligations.
YOU retain control over the data which is processed in relation to the Services. YOU undertake not to provide to Verimatrix any Special Categories of personal data (as defined in Art. 9 of the GDPR) and/or Personal Data allowing the direct identification of the data subject (including, without limitation, any of the following: first name, last name, identification number, credit card number, social security number, personal financial information).
YOU warrant that YOU have all the rights and authorizations necessary for Verimatrix to perform the Services.
5. Our Obligations
Verimatrix will only collect data that is available with the existing application's permissions, giving YOU full control on what can be collected.
As a Data Processor, Verimatrix shall only process, on your behalf, the Personal Data of YOUR Users which have been obtained by Verimatrix, pursuant to your instructions and to the extent necessary for the provision of our Services as set forth in the EULA and the present addendum [our contractual agreement(s)] and the exhibit hereto.
Verimatrix will not disclose, sell, trade, or rent your Users' personal data without your prior consent. In order to fulfill the aforementioned purposes, subject to applicable law, Verimatrix may only disclose your Users' personal data to subsidiaries and/or affiliate companies, within the Verimatrix group.
Verimatrix further commits to:
6. Technical and organisational measures of protection.Taking into account the state of the art and the cost of implementation, and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Verimatrix shall implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, including inter alia:
7. Data Protection Impact Assessment.
YOU represent and warrant to Verimatrix that (i) YOU have performed, prior to entering into this Agreement, any data protection impact assessment required by the GDPR or any applicable data protection law, completed appropriate due diligence on Verimatrix and, (ii) based on all information provided, there are no additional technical and organisational measures required in respect of the Services and the delivery thereof in relation to protection of Personal Data. Verimatrix shall cooperate with and provide reasonable assistance to YOU in performing any data protection assessment and due diligence, taking into account the nature of Processing and the information available to Verimatrix.
Description of Data Processing
The following are deemed as instructions by Customer to process Personal Data:
Description of Data Processing
If you have any questions regarding this statement, please contact Verimatrix's appointed Director of Data Protection at email@example.com.