These Terms represent a contract between you and Preava. If you subscribe to our Services online (such as by downloading and installing the Preava Extension, creating a Preava account, or otherwise using Preava’s Services), these Terms apply to you. When we refer to “you,” your,” etc., we mean the individual agreeing to these Terms. You agree to these Terms by clicking the “I Agree” button before or during installation of the Services, by signing a copy of these Terms, or by installing the Services on your computer, as applicable.
If you are agreeing to these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity and its affiliates to the Terms. If you do not have such authority, then you must not accept these Terms and cannot use the Services.
If you work for a competitor of Preava, you are not permitted to access or otherwise use our Services without Preava’s written permission. We do not allow access to our Services for benchmarking purposes, to determine whether they are in the scope of a patent, or to evaluate or monitor their functionality, availability, or performance.
- During the Subscription Term and subject to and in accordance with these Terms, Preava will provide the Services to you and you may access and use the Services for your own internal business purposes.
- Subject to these Terms, Preava grants you a limited, non-exclusive, non-sublicensable, non-transferable, worldwide license to:
- Install up to three copies of the Preava Extension on your Device, in accordance with all specifications and instructions provided by Preava;
- You agree that you will not (and will not allow any third party) to:
- attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services (except as expressly permitted by Applicable Law);
- attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services (as applicable) in any form or media or by any means except to the extent expressly permitted by the Terms;
- access all or any part of the Services in order to build a product or service which competes with the Services; or
- license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party.
- Preava will use commercially reasonable efforts to notify you in advance of any maintenance or update to the Services that is likely to cause disruption to your use of the Services.
3. Support Services
- As a part of the Services, at no additional cost to you, Preava will provide you with Support Services during the Subscription Term, in accordance with the terms and conditions of this Section 3.
- Help Desk. Preava will make a Help Desk capable of providing technical support for the Services available to you by email at firstname.lastname@example.org. Preava will ensure that the help desk is operational and adequately staffed during Business Hours.
- You agree that Preava is entitled to retrieve all diagnostic logs or other locally stored files necessary to perform the Support Services from your Device. Preava may use these logs and files to resolve your support issue and to improve the Services as a whole.
- Remote Advice and Support. Upon request via the Help Desk, Preava will provide remote support and advice during Business Hours for the installation of the Preava Extension and any updates thereto.
- Limitations to Support Services. Preava will have no obligation to provide Support Services if you use the Services improperly or unlawfully or if you alter the Services without our prior written consent.
4. Your Data
- Preava’s Use of Customer Data. You agree that Preava is entitled to use your Customer Data and other data derived from your use of our Services to provide the Services and insights drawn from your use of the Services to you and to identify, analyze, and predict email security threats to your Authorized Email Account.
- Preava’s Use of Anonymized Services Data. You agree that Preava is entitled to use Anonymized Services Data for any legitimate business purpose, including to improve the Services as a whole. Anonymized Services Data may be shared with third parties.
- Data Protection. You and Preava both agree to comply with the requirements of the Preava Data Processing Addendum, available at https://preava.com/legal/data-processing-addendum. The Preava Data Processing Addendum forms a part of these Terms. By agreeing to these Terms, you also agree to the terms and conditions of the Preava Data Processing Addendum applicable to you.
- Except as otherwise provided in these Terms, Preava has no responsibility for making or retaining backup copies of your Customer Data. We will use commercially reasonable efforts to restore any Customer Data that is lost or damaged by or on behalf of Preava. Preava will not be responsible for any loss, destruction, alteration, or disclosure of Customer Data caused by any third party except those third parties subcontracted by Preava to perform services on Preava’s behalf or as otherwise required by Applicable Law.
- Confidentiality. In connection with these Terms each party, as the Disclosing Party, may disclose or make available Confidential Information to the other party (as the Receiving Party. Preava acknowledges that Customer Data is your Confidential Information, and you acknowledge that the Preava Materials and any non-public details about the Services are Preava’s Confidential Information.
- Protection of Confidential Information. The Receiving Party shall:
- not access or use the Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with these Terms;
- except as may be permitted by and subject to its compliance with Section 4.e(ii), not disclose or permit access to Confidential Information other than to its Representatives who need to know such Confidential Information for purposes of the Receiving Party’s exercise of its rights or performance of its obligations under and in accordance with these Terms, have been informed of the confidential nature of the Confidential Information and the Receiving Party’s obligations under this Section 4.e(i), and are bound by written confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this Section 4.e(i);
- safeguard the Confidential Information from unauthorized use, access, or disclosure using at least the degree of care it uses to protect its own sensitive information and in no event less than a reasonable degree of care; and
- ensure its Representatives’ compliance with, and be responsible and liable for any of its Representatives’ non-compliance with, the terms of this Section 4.e(i).
- Compelled Disclosures. If the Receiving Party or any of its Representatives is compelled by Applicable Law to disclose any Confidential Information then, to the extent permitted by Applicable Law, the Receiving Party shall promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under Section 4.e(i) and provide reasonable assistance to the Disclosing Party in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the Disclosing Party waives compliance or, after providing the notice and assistance required under this Section 4.e(ii), the Receiving Party remains required by Applicable Law to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that the Receiving Party is legally required to disclose.
- Protection of Confidential Information. The Receiving Party shall:
5. Your Obligations.
- to ensure that use of the Services by you and by any third party who has access to your Authorized Email Account are in compliance with the requirements of the Terms at all times;
- that you are responsible for ensuring that your Authorized Email Account username and password are secure and confidential at all times;
- to notify Preava in writing of any actual or suspected security breach or unauthorized disclosure of Customer Data;
- to use all reasonable efforts to prevent any unauthorized access to or use of the Services;
- to cooperate with Preava in the performance of the Terms and provide access to all information that we require in order to provide the Services;
- to comply with all laws and regulations applicable to your obligations under the Terms;
- to carry out all of your obligations under the Terms in an efficient and timely manner;
- to obtain and maintain all necessary licenses, consents, and permissions necessary for Preava, our subcontractors, and our agents to perform their obligations under the Terms, including without limitation for the Customer Data;
- that you are solely responsible for maintaining all necessary internet connectivity required to use the Services and for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your internet connections;
- that you are responsible for the lawfulness, accuracy, integrity, reliability, and quality of Customer Data; and
- that you have all necessary rights, consents, and permissions to collect, share, and use Customer Data as contemplated in the Terms, including granting Preava the rights in Sections 2 and 4, without violation or infringement of any third party intellectual property, publicity, privacy, or other rights or any Applicable Laws, rules, or regulations.
6. Fees and Payment
- Unless otherwise agreed in writing between you and Preava, you must pay the Subscription fees upfront, on an annual basis. All invoices must be paid within 30 days of the invoice date. If you wish to dispute an invoice, in part or in full, you will do so within 15 days after the invoice date of the disputed invoice. If you dispute only part of an invoice, you will pay all undisputed charges on the relevant invoice in accordance with this Section 6.b.
- If any undisputed invoice (or any undisputed element of a disputed invoice) is not settled in full in accordance with Section 6.b, without prejudice to any other rights and remedies of Preava, Preava may suspend any or all of the Services while the invoice(s) concerned remain unpaid. Interest will accrue on a daily basis on such due amounts at an annual rate equal to the lesser of 1.5% per month or the greatest amount permitted by law, commencing on the due date and continuing until the outstanding charges are fully paid, whether before or after any applicable judgment.
- In our sole discretion, Preava will be entitled to review and modify the Subscription Fees payable under these Terms. Any modifications made to Subscription Fees by Preava pursuant to this section will take effect no sooner than the beginning of the next Renewal Term, if applicable.
- All fees defined or referred to in these Terms will be payable in United States dollars, non-cancellable and nonrefundable (except as otherwise expressly provided in these Terms), and do not include any Taxes. You will be responsible for payment of Taxes and any related interest and/or penalties from any payment made pursuant to these Terms, other than any Taxes required by Applicable Law to be paid by Preava.
7. Intellectual Property Rights
- Preava owns and will retain all right, title, and interest in and to the Services, the Preava Materials, and all modifications made thereto, including all Intellectual Property Rights therein. You have no right, license, or authorization with respect to any of the Services or Preava Materials (including Third-Party Materials) except as expressly set forth in Section 2.b or the applicable third-party license, in each case subject to Section 2.c. All other rights in and to the Services and Preava Materials (including Third-Party Materials) are expressly reserved by Preava and the respective third-party licensors.
- You own and will retain all right, title, and interest in and to all Customer Data, including all Intellectual Property Rights relating thereto, subject to the rights and permissions granted in Section 4 and Section 5.
- Each party acknowledges and agrees that a breach or threatened breach by such party of any of its obligations under this Section 7 or, in your case, Section 2.c, would cause the other party irreparable harm for which monetary damages would not be an adequate remedy and agrees 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 from any court, 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.
8. Term and Termination
- Initial Subscription Term. The Terms will apply starting on the Effective Date and continue for the Initial Subscription Term, unless otherwise terminated as provided for herein.
- Renewal Subscription Term(s). THESE TERMS AND ALL OBLIGATIONS HEREUNDER WILL AUTOMATICALLY RENEW AND BE EXTENDED BY CONSECUTIVE RENEWAL SUBSCRIPTION TERMS OF THE SAME DURATION AS THE INITIAL SUBSCRIPTION TERM UNLESS, NO LATER THAN THIRTY (30) DAYS PRIOR TO THE EXPIRATION OF THE THEN-CURRENT TERM, ONE PARTY PROVIDES THE OTHER PARTY WITH WRITTEN NOTICE OF NON-RENEWAL.
- Termination. In addition to any other express termination right set forth elsewhere in these Terms:
- Preava may terminate these Terms, effective on written notice to you, if you fail to pay any amount when due hereunder, and such failure continues more than thirty (30) days after Preava’s delivery of written notice thereof, or breach any of your obligations under Section 2, Section 4, or Section 5;
- either party may terminate these Terms, effective on written notice to the other party, if the other party materially breaches these Terms, and such breach is incapable of cure or, being capable of cure, remains uncured thirty (30) days after the non-breaching party provides the breaching party with written notice of such breach; and
- either party may terminate these Terms, effective immediately upon written notice to the other party, if the other party:
- becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due;
- files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law;
- makes or seeks to make a general assignment for the benefit of its creditors; or
- applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
- Effect of Expiration or Termination. Upon any expiration or termination of these Terms, except as expressly otherwise provided herein:
- all rights, licenses, consents, and authorizations granted by either party to the other hereunder will immediately terminate;
- Preava shall immediately cease all use of any of your Customer Data or Confidential Information and promptly return to you, or at your written request destroy, all documents and tangible materials containing, reflecting, incorporating, or based on your Customer Data or Confidential Information and permanently erase all of your Customer Data and Confidential Information from all systems Preava directly or indirectly controls, provided that, for clarity, Preava’s obligations under this Section 8.c(iv)(2) do not apply to any Anonymized Services Data;
- you shall immediately cease all use of any Services or Preava Materials and promptly return to Preava, or at Preava’s written request destroy, all documents and tangible materials containing, reflecting, incorporating, or based on Preava Materials or Preava’s Confidential Information and permanently erase all Preava Materials and Preava’s Confidential Information from all systems you directly or indirectly controls;
- notwithstanding anything to the contrary in these Terms, with respect to information and materials then in its possession or control: the Receiving Party may retain the Disclosing Party’s Confidential Information, Preava may retain your Customer Data, and you may retain Preava Materials, in their then current state and solely to the extent and for so long as required by Applicable Law;
- Preava may also retain Customer Data in its backups, archives, and disaster recovery systems until such Customer Data is deleted in the ordinary course;
- all information and materials described in Sections 8.c(iv)(4) – (5) will remain subject to all confidentiality, security, and other applicable requirements of these Terms;
- Preava may disable all access to the Services and Preava Materials;
- if you terminate these Terms pursuant to Section 8.c(ii), you will be relieved of any obligation to pay any Subscription Fees attributable to the period after the effective date of such termination and Preava will refund Subscription Fees paid in advance for Services that Preava has not performed as of the effective date of termination; and
- if Preava terminates these Terms pursuant to Section 8.c(i) or Section 8.c(ii), all Subscription Fees that would have become payable had the Terms remained in effect until expiration of the Term will become immediately due and payable, and you shall pay such Subscription Fees, together with all previously-accrued but not yet paid Subscription Fees, on receipt of Preava’s invoice therefor.
- Surviving Terms. The provisions set forth in the following sections, and any other right or obligation of the parties to these Terms that, by its nature, should survive termination or expiration of these Terms, will survive any expiration or termination of these Terms: Section 2.c, Section 4.b, Section 4.e, Section 8.c, this Section 8.d, Section 9, Section 10, Section 11, and Section 12.
9. Warranties and Disclaimers
- Mutual Representations and Warranties. Each party represents and warrants to the other party that:
- if applicable, it is duly organized, validly existing, and in good standing as a corporation or other entity under the laws of the jurisdiction of its incorporation or other organization;
- it has the full right, power, and authority to enter into and perform its obligations and grant the rights, licenses, consents, and authorizations it grants or is required to grant under these Terms;
- if applicable, the execution of these Terms by its representative has been duly authorized by all necessary corporate or organizational action of such party; and
- these Terms will constitute the legal, valid, binding, and enforceable obligation of such party.
- Additional Preava Representations, Warranties, and Covenants. Preava represents, warrants, and covenants to you that Preava will provide the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and will devote adequate resources to meet its obligations under these Terms.
- Additional Representations, Warranties, and Covenants by You. You represent, warrant, and covenant to Preava that you own or otherwise have and will have the necessary rights and consents in and relating to the Customer Data so that, as received by Preava and processed in accordance with these Terms, they do not and will not infringe, misappropriate, or otherwise violate any Intellectual Property Rights, or any privacy or other rights of any third party or violate any Applicable Law.
- Disclaimer of Warranties. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 9.a AND SECTION 9.b, ALL SERVICES AND PREAVA MATERIALS ARE PROVIDED “AS IS” AND PREAVA HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHER, AND PREAVA 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, PREAVA MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES OR PREAVA 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 EXCEPT IF AND TO THE EXTENT EXPRESSLY SET FORTH HEREIN, 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.
- Preava’s Indemnification of You. Preava will indemnify, defend, and hold you harmless from and against any and all claims, actions, proceedings, losses, damages, expenses, and costs (including without limitation court costs and reasonable legal fees) incurred by you arising out of or relating to any claim, suit, action, or proceeding by a third party alleging that your use of the Services (excluding Customer Data and Third-Party Materials) in compliance with these Terms infringes a U.S. Intellectual Property Right. The foregoing obligation does not apply to any action or losses arising out of or relating to any:
- access to or use of the Services or Preava Materials in combination with any hardware, system, software, network, or other materials or service not provided or authorized in writing by Preava;
- modification of the Services or Preava Materials other than by or on behalf of Preava or with Preava’s written approval in accordance with Preava’s written specification;
- failure to timely implement any modifications, upgrades, replacements, or enhancements made available to you by or on behalf of Preava; or
- act, omission, or other matter described in Section 10.b(i), Section 10.b(ii), Section 10.b(iii), or Section 10.b(iv), whether or not the same results in any action against or losses by Preava.
- Your Indemnification of Preava. You will indemnify, defend, and hold harmless Preava and its subcontractors and affiliates, and each of its and their respective officers, directors, employees, agents, successors, and assigns from and against any and all losses incurred by Preava in connection with any action by a third party that arises out of or relates to any:
- Customer Data, including any processing of Customer Data by or on behalf of Preava in accordance with these Terms;
- other materials or information (including any documents, data, specifications, software, content, or technology) provided by or on behalf of you, including Preava’s compliance with any specifications or directions provided by or on behalf of you to the extent prepared without any contribution by Preava;
- allegation of facts that, if true, would constitute your breach of any of your representations, warranties, covenants, or obligations under these Terms; or
- negligence or more culpable act or omission (including recklessness or willful misconduct) by you or any third party on behalf of you in connection with these Terms.
- Indemnification Procedure. Each party shall promptly notify the other party in writing of any action for which such party believes it is entitled to be indemnified pursuant to Section 10.a or Section 10.b, as the case may be. The Indemnitee shall cooperate with the Indemnitor at the Indemnitor’s sole cost and expense. The Indemnitor shall immediately take control of the defense and investigation of such action and shall employ counsel of its choice to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee’s failure to perform any obligations under this Section 10.c will not relieve the Indemnitor of its obligations under this Section 10 except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such failure. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing.
- THIS SECTION 10 SETS FORTH YOUR SOLE REMEDIES AND PREAVA’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THESE TERMS OR ANY SUBJECT MATTER HEREOF (INCLUDING THE SERVICES AND PREAVA MATERIALS) INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY THIRD-PARTY INTELLECTUAL PROPERTY RIGHT.
11. Limitations of Liability
- EXCLUSION OF DAMAGES. IN NO EVENT WILL PREAVA OR ANY OF ITS LICENSORS, SERVICE PROVIDERS, OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS OR THEIR SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, PROFIT, OR DIMINUTION IN VALUE; IMPAIRMENT, INABILITY TO USE, OR LOSS, INTERRUPTION, OR DELAY OF THE SERVICES; LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY, OR 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.
- CAP ON MONETARY LIABILITY. IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF PREAVA AND ITS LICENSORS, SERVICE PROVIDERS, AND SUPPLIERS UNDER OR IN CONNECTION WITH THESE TERMS OR THEIR SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE VALUE OF THE FEES PAID, OR IF NOT PAID, PAYABLE BY YOU TO PREAVA DURING THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY. THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
- Force Majeure. No Party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any part of these Terms, when and to the extent such failure or delay is caused by or results from a Force Majeure Event. The party suffering a Force Majeure Event shall give notice as soon as reasonably possible to the other party, stating the period of time the occurrence is expected to continue and shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized.
- Notices. The parties agree that each party may provide the other party with any communications in electronic format. Preava will communicate with you by sending email communications to your Authorized Email Account. For communications related to these Terms, you will communicate with Preava by sending email communications to email@example.com.
- Governing Law. These Terms will be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any state’s choice-of-law rules that may require the application of the laws of another jurisdiction. Each party, acting for itself and its successors and assigns, hereby expressly and irrevocably consents to the exclusive jurisdictions of the state and federal courts of the State of Delaware for any litigation which may arise out of or be related to this Agreement, or any other agreement related hereto. The Parties waive any objection based on forum non conveniens or any objection to venue of any such action. In any action to interpret or enforce these Terms, the prevailing party shall be entitled to seek an award of all court costs and reasonable attorneys’ fees it incurs.
- JURY TRIAL WAIVER. EACH PARTY, TO THE FULLEST EXTENT PERMITTED BY LAW, KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR OTHER LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY SERVICES PROVIDED BY PREAVA OR ITS AFFILIATES. THE WAIVER APPLIES TO ANY ACTION OR LEGAL PROCEEDING, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE. EACH PARTY AGREES NOT TO INCLUDE ANY EMPLOYEE, CONTRACTOR, OFFICER, OR DIRECTOR OF THE OTHER AS A PARTY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM RELATING TO SUCH DISPUTE.
- Relationship of the Parties. Nothing contained in these Terms shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
- Severability. The parties intend that if any provision of these Terms is held to be unenforceable, then that provision will be modified to the minimum extent necessary to make it enforceable and in such a manner so as to afford the party for whose benefit it was intended the fullest benefit commensurate with making these Terms as modified, unless that modification is not permitted by law, in which case the provision will be disregarded, that if an unenforceable provision is modified or disregarded in accordance with this Section 12.f, then the rest of these Terms will remain in effect as written, and that any unenforceable provision will remain as written in any circumstances other than those in which the provision is held to be unenforceable.
- Entire Agreement; Waiver; No Third-Party Beneficiaries. These Terms constitute the entire agreement between the parties as to the subject matter hereof, and supersede all prior and contemporaneous agreements, representations, and understandings between them relating thereto, except as may be expressly incorporated by reference into these Terms. 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 these Terms, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from these Terms shall 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. No waiver of any provision of these Terms shall be deemed, or shall constitute, a waiver of any other provision, nor shall any waiver constitute a continuing waiver. No waiver shall be binding against a party unless executed in writing by such party. Except as expressly provided for herein, these Terms is not for the benefit of any third party.
- Assignment. Preava may at any time assign, delegate, novate, or otherwise transfer or part with any or all of its rights and obligations under these Terms in connection with a sale of all or substantially all of its business or assets. In all other respects, neither party will, without the prior written consent of the other party (not to be unreasonably withheld or delayed), assign, transfer, charge, or deal in any other manner with all or any of its rights or obligations under the Terms.
- Amendment and Modification. No amendment to or modification of or rescission, termination, or discharge of these Terms is effective unless it is in writing, identified as an amendment to or rescission, termination, or discharge of these Terms and signed or otherwise executed or agreed to by an authorized representative of each party. Preava may update these Terms from time to time, at which point we will ask you to agree to the updated version of these Terms before continuing to use the Services.
- Rights and Remedies. Except as expressly provided in the Terms, the rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.
“Anonymized Services Data” means anonymized and aggregated data and other information that is collected, derived, extracted, or created from your Customer Data and generated by your use of the Services. For the avoidance of doubt, Anonymized Services Data does not include Confidential Information, Personal Data, or data protected by Intellectual Property Rights.
“Applicable Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction applicable to the parties to these Terms.
“Authorized Email Account” means the Gmail address associated with the Google Account and Google Chrome web browser to which you added the Preava Extension.
“Business Hours” means 9:00 am to 5:00 pm Eastern Standard Time Monday through Friday, not including United States federal holidays.
“Confidential Information” means information in any form or medium (whether oral, written, electronic, or other) that the Disclosing Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Party’s technology, trade secrets, know-how, business operations, plans, strategies, customers, and pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, in each case whether or not marked, designated, or otherwise identified as “confidential.” Without limiting the foregoing, all Preava Materials are the Confidential Information of Preava and the Customer Data are your Confidential Information.
“Customer Data” means the data provided by or collected from or through you, your Authorized Email Account, or on your behalf for the purpose of your use of the Services or facilitating your use of the Services, including, for the avoidance of doubt, all emails (including all recipient email addresses, email header data, content, and attachments) scanned by the Preava Extension.
“Device” means any desktop, laptop computer, phone, tablet, or other mobile device used by you to access your Authorized Email Account for your internal business purposes.
“Disclosing Party” means the party disclosing Confidential Information to the other party.
“Effective Date” means the date on which you agreed to these Terms.
“Force Majeure Event” means any act or circumstance beyond the affected party’s reasonable control, including, without limitation: acts of God; flood, fire, pandemic, earthquake, or explosion; war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; actions, embargoes, or blockades in effect on or after the date of these Terms; passage of law or any action taken by any governmental authority including imposing an embargo, export or import restriction, quota or other restriction or prohibition or any complete or partial government shutdown; national or regional emergency; strikes, labor stoppages or slowdowns, or other industrial disturbances; national or regional shortage of adequate power, telecommunications, or facilities.
“Help Desk” means the technical support team available to you by contacting firstname.lastname@example.org, and by any other communication method that Preava may inform you of from time to time.
“Indemnitee” means the party who is indemnified by the other party.
“Indemnitor” means the party who is indemnifying the other party.
“Initial Subscription Term” means the period beginning on the Effective Date and expiring either (i) after one calendar year or (ii) after the period specified in an applicable Order Form.
“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
“Personal Data” has the meaning given to it in the Preava Data Processing Addendum located at https://preava.com/legal/data-processing-addendum.
“Order Form” means the order form and any subsequent ordering documents titled Preava Order Form that are signed or otherwise executed by the parties and forms part of these Terms.
“Preava” means Preava, Inc., a Delaware corporation and party to these Terms.
“Preava Extension” means the Google Chrome Extension software application and any third-party or other software, and all new versions, updates, revisions, improvements and modifications of the foregoing, that Preava provides remote access to and use of as part of the Services from time to time in accordance with these Terms.
“Preava Materials” means the Preava Extension and any and all other information, data, documents, materials, works and other content, devices, methods, processes, hardware, software, and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans or reports, that are provided or used by Preava or any subcontractor in connection with the Services or otherwise comprise or relate to the Services or Preava’s systems. For the avoidance of doubt, Preava Materials include all information, data, or other content derived from Preava’s monitoring of your access to or use of the Services, but do not include Customer Data.
“Receiving Party” means the party receiving Confidential Information from the other party.
“Renewal Subscription Term” means each period beginning at the end of the previous term and continuing for one calendar year therefrom or as specified in an applicable Order Form, unless these Terms are timely terminated in accordance with Section 8.b.
“Representatives” means, with respect to a party, that party’s and its affiliates’ employees, officers, directors, consultants, agents, independent contractors, service providers, sublicensees, subcontractors, and legal advisors, as applicable.
“Services” means the Preava Extension, the Support Services, and any other services provided by Preava in accordance with or as contemplated by these Terms.
“Subscription Fees ” means all fees payable by you to Preava for access to the Services as set out on the Google Chrome Web Store when you added the Preava Extension to your Google Chrome web browser or as specified in an applicable Order Form.
“Subscription Term” means the Initial Subscription Term and all Renewal Subscription Terms, collectively.
“Support Services” means reasonably unlimited remote technical support provided to you by Preava via the Help Desk upon your request, the scope, duration, service level, and response time frame of which shall be entirely within Preava’s sole discretion.
“Terms” means these Preava Online Subscription Terms, as amended and updated from time to time, including any Order Forms executed by the parties.
“Third-Party Materials” means materials and information, in any form or medium, including any open-source or other software, documents, data, content, specifications, products, equipment, or components of or relating to the Services that are not proprietary to Preava.
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