Legal

Valtt Terms of Service

v1.2, Last Updated 07-17-2020

These Valtt Terms of Service (this "Agreement") are entered into by Valtt ("Valtt") and the entity executing this Agreement ("You"). This Agreement governs Your use of the standard Valtt Service (the "Service"). BY CLICKING THE "AGREE" BUTTON, COMPLETING THE REGISTRATION PROCESS, OR USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE REVIEWED AND ACCEPT THIS AGREEMENT AND ARE AUTHORIZED TO ACT ON BEHALF OF, AND BIND TO THIS AGREEMENT, THE OWNER OF THIS ACCOUNT. In consideration of the foregoing, the parties agree as follows:

1. Definitions

"Account" refers to the account you use at Valtt for the Service.

"API" refers to the application programming interfaces, developed by Valtt, and made available to You, that allow access to the Service and includes any documentation, code, or sample code related to the Service.

"Confidential Information" includes any proprietary data and any other information disclosed by one party to the other in writing and marked "confidential" or disclosed orally and, within five business days, reduced to writing and marked "confidential". However, Confidential Information will not include any information that is or becomes known to the general public, which is already in the receiving party's possession prior to disclosure by a party or which is independently developed by the receiving party without the use of Confidential Information.

"Customer Data" or "Valtt Data" or "User Response Data" means the data that Valtt collects, processes, or stores using the Service concerning the characteristics and activities of Users, the data related to a clickwrap response, or the data collected from You as a result of providing the Service.

"Documentation" means any accompanying documentation made available to You by Valtt for use with the Service, including any documentation available online.

"VCC" means the Valtt Clickwrap Code, which is installed on a Property for the purpose of collecting Customer Data, together with any fixes, updates and upgrades provided to You.

"Processing Software" means the Valtt server-side software and any upgrades, which analyzes and processes the Customer Data and generates Clickwraps.

"Property" means any web page, application, other property or resource under Your control that sends data to Valtt.

"Privacy Policy" means the privacy policy on a Property.

"Certificate" or "Agreement Certificate" or "Clickwrap Certificate" refers to the document that describe Your Agreement that was locked and used in conjunction with a Clickwrap, or the data collected that resulted in a Clickwrap.

"Servers" means the servers controlled by Valtt (or its wholly-owned subsidiaries) on which the Processing Software and Customer Data are stored.

“SDKs” mean certain software development kits, which may be used or incorporated into a Property app for the purpose of collecting Customer Data, together with any fixes, updates, and upgrades provided to You.

"Software" means the APIs, Processing Software, VCC and/or SDKs.

"Third Party" means any third party (i) to which You provide access to Your Account or (ii) for which You use the Service to collect information on the third party's behalf.

"Users" means users and/or visitors to Your Properties.

"Your Agreement" refers to agreements of any kind that You create and input in to the Service for the use of capturing Clickwraps.

The words "include" and "including" mean "including but not limited to."

2. Fees and Service

Subject to Section 15, the Service is provided at the plan fee you chose when you signed up. Valtt may change its fees and payment policies for the Service from time to time. The changes to the fees or payment policies are effective upon Your acceptance of those changes which will be posted at Valtt.com and in the Valtt Dashboard.

Each Agreement that is locked and Clickwrap that is completed is recorded on the Blockchain resulting in a transaction fee. Blockchain transaction fees are subject to change without prior notice. Valtt makes every effort reasonably possible to keep these fees low. Transaction fees are billed to your payment method on file during the first week of the month for Blockchain transactions completed for the prior month. You will be sent an email invoice detailing the transaction fees charged.

Agreements locked and Clickwraps completed by Starter Plan accounts are not recorded on the Blockchain. Only one organization or company is allowed to use each Account. Each organization or company is allowed to sign up for one Starter (free) Account.

Unless otherwise stated, all fees are quoted in U.S. Dollars. Any outstanding balance becomes immediately due and payable upon termination of this Agreement and any collection expenses (including attorneys' fees) incurred by Valtt will be included in the amount owed, and may be charged to the credit card or other billing mechanism associated with Your account.

3. Member Account, Password, and Security

To register for the Service, You must complete the registration process by providing Valtt with current, complete and accurate information as prompted by the registration form, including Your e-mail address (username) and password. You will protect Your passwords and take full responsibility for Your own, and third party, use of Your accounts. You are solely responsible for any and all activities that occur under Your Account. You will notify Valtt immediately upon learning of any unauthorized use of Your Account or any other breach of security. Valtt's support staff may, from time to time, log in to the Service under Your customer password in order to maintain or improve service, including to provide You assistance with technical or billing issues.

4. Nonexclusive License

Subject to the terms and conditions of this Agreement, (a) Valtt grants You a limited, revocable, non-exclusive, non-sublicensable license to install, copy and use the VCC and/or SDKs solely as necessary for You to use the Service on Your Properties or Third Party's Properties; and (b) You may remotely access, view and download Your Certificates stored at Valtt. You will not (and You will not allow any third party to) (i) copy, modify, adapt, translate or otherwise create derivative works of the Software or the Documentation; (ii) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software, except as expressly permitted by the law in effect in the jurisdiction in which You are located; (iii) rent, lease, sell, assign or otherwise transfer rights in or to the Software, the Documentation or the Service; (iv) remove any proprietary notices or labels on the Software or placed by the Service; (v) use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the Service or the Software; or (vi) use data labeled as belonging to a third party in the Service for purposes other than generating, viewing, and downloading Certificates. You will comply with all applicable laws and regulations in Your use of and access to the Documentation, Software, Service and Certificates.

5. Confidentiality and Beta Features

Neither party will use or disclose the other party's Confidential Information without the other's prior written consent except for the purpose of performing its obligations under this Agreement or if required by law, regulation or court order; in which case, the party being compelled to disclose Confidential Information will give the other party as much notice as is reasonably practicable prior to disclosing the Confidential Information. Certain Service features are identified as "Alpha," "Beta," "Experiment," (either within the Service or elsewhere by Valtt) or as otherwise unsupported or confidential (collectively, "Beta Features"). You may not disclose any information from Beta Features or the terms or existence of any non-public Beta Features. Valtt will have no liability arising out of or related to any Beta Features.

6. Information Rights and Publicity

Valtt may retain and use, subject to the terms of its privacy policy (located at https://www.valtt.com/privacy.html), information collected in Your use of the Service. Valtt will not share Your Customer Data or any Third Party's Customer Data with any third parties unless Valtt (i) has Your consent for any Customer Data or any Third Party's consent for the Third Party's Customer Data; (ii) concludes that it is required by law or has a good faith belief that access, preservation or disclosure of Customer Data is reasonably necessary to protect the rights, property or safety of Valtt, its users or the public; or (iii) provides Customer Data in certain limited circumstances to third parties to carry out tasks on Valtt's behalf (e.g., billing or data storage) with strict restrictions that prevent the data from being used or shared except as directed by Valtt. When this is done, it is subject to agreements that oblige those parties to process Customer Data only on Valtt's instructions and in compliance with this Agreement and appropriate confidentiality and security measures.

7. Privacy

You will not and will not assist or permit any third party to, pass information to Valtt that Valtt could use or recognize as personally identifiable information. You will have and abide by an appropriate Privacy Policy and will comply with all applicable laws, policies, and regulations relating to the collection of information from Users. You must post a Privacy Policy and that Privacy Policy must provide notice of Your use of cookies, identifiers for mobile devices (e.g., Android Advertising Identifier or Advertising Identifier for iOS) or similar technology used to collect data. You will use commercially reasonable efforts to ensure that a User is provided with clear and comprehensive information about, and consents to, the storing and accessing of cookies or other information on the User’s device where such activity occurs in connection with the Service and where providing such information and obtaining such consent is required by law.

8. Indemnification

To the extent permitted by applicable law, You will indemnify, hold harmless and defend Valtt, at Your expense, from any and all third-party claims, actions, proceedings, and suits brought against Valtt or any of its officers, directors, employees, agents or affiliates, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, reasonable attorneys' fees and other litigation expenses) incurred by Valtt or any of its officers, directors, employees, agents or affiliates, arising out of or relating to (i) Your breach of any term or condition of this Agreement, (ii) Your use of the Service, (iii) Your violations of applicable laws, rules or regulations in connection with the Service, (iv) any representations and warranties made by You concerning any aspect of the Service, the Software or Certificates to any Third Party; (v) any claims made by or on behalf of any Third Party pertaining directly or indirectly to Your use of the Service, the Software or Certificates; (vi) violations of Your obligations of privacy to any Third Party; and (vii) any claims with respect to acts or omissions of any Third Party in connection with the Service, the Software or Certificates. Valtt will provide You with written notice of any claim, suit or action from which You must indemnify Valtt. You will cooperate as fully as reasonably required in the defense of any claim. Valtt reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by You.

9. Third Parties

If You use the Service on behalf of the Third Party or a Third Party otherwise uses the Service through Your Account, whether or not You are authorized by Valtt to do so, then You represent and warrant that (a) You are authorized to act on behalf of, and bind to this Agreement, the Third Party to all obligations that You have under this Agreement, (b) Valtt may share with the Third Party any Customer Data that is specific to the Third Party's Properties, and (c) You will not disclose Third Party's Customer Data to any other party without the Third Party's consent.

10. DISCLAIMER OF WARRANTIES

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, Valtt MAKES NO OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NONINFRINGEMENT.

11. LIMITATION OF LIABILITY

TO THE EXTENT PERMITTED BY APPLICABLE LAW, Valtt WILL NOT BE LIABLE FOR YOUR LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF Valtt OR ITS AFFILIATES HAVE BEEN ADVISED OF, KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY. Valtt's TOTAL CUMULATIVE LIABILITY TO YOU OR ANY OTHER PARTY FOR ANY LOSS OR DAMAGES RESULTING FROM CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED $500 (USD).

12. Proprietary Rights Notice

The Service, which includes the Software and all Intellectual Property Rights therein are, and will remain, the property of Valtt. All rights in and to the Software not expressly granted to You in this Agreement are reserved and retained by Valtt and its licensors without restriction, including, Valtt's right to sole ownership of the Software and Documentation. Without limiting the generality of the foregoing, You agree not to (and not to allow any third party to): (a) sublicense, distribute, or use the Service or Software outside of the scope of the license granted in this Agreement; (b) copy, modify, adapt, translate, prepare derivative works from, reverse engineer, disassemble, or decompile the Software or otherwise attempt to discover any source code or trade secrets related to the Service; (c) rent, lease, sell, assign or otherwise transfer rights in or to the Software, Documentation or the Service; (d) use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the Service or the Software; (e) use the trademarks, trade names, service marks, logos, domain names and other distinctive brand features or any copyright or other proprietary rights associated with the Service for any purpose without the express written consent of Valtt; (f) register, attempt to register, or assist anyone else to register any trademark, trade name, serve marks, logos, domain names and other distinctive brand features, copyright or other proprietary rights associated with Valtt other than in the name of Valtt; (g) remove, obscure, or alter any notice of copyright, trademark, or other proprietary right appearing in or on any item included with the Service or Software; or (h) seek, in a proceeding filed during the term of this Agreement or for one year after such term, an injunction of any portion of the Service based on patent infringement.

13. U.S. Government Rights

If the use of the Service is being acquired by or on behalf of the U.S. Government or by a U.S. Government prime contractor or subcontractor (at any tier), in accordance with 48 C.F.R. 227.7202-4 (for Department of Defense (DOD) acquisitions) and 48 C.F.R. 2.101 and 12.212 (for non-DOD acquisitions), the Government's rights in the Software, including its rights to use, modify, reproduce, release, perform, display or disclose the Software or Documentation, will be subject in all respects to the commercial license rights and restrictions provided in this Agreement.

14. Term and Termination

Either party may terminate this Agreement at any time with notice. Upon any termination of this Agreement, Valtt will stop providing, and You will stop accessing the Service. Additionally, if Your Account and/or Properties are terminated, You will (i) delete all copies of the VCC from all Properties and/or (ii) suspend any and all use of the SDKs within 3 business days of such termination. In the event of any termination (a) You will not be entitled to any refunds of any usage fees or any other fees, and (b) any outstanding balance for Service (including Blockchain transaction fees incurred) rendered through the date of termination will be immediately due and payable in full and (c) all of Your historical data, Agreement Certificates, and Clickwrap Certificates, will no longer be available to You.

15. Modifications to Terms of Service and Other Policies

Valtt may modify these terms or any additional terms that apply to the Service to, for example, reflect changes to the law or changes to the Service. You should look at the terms regularly. Valtt will post notice of modifications to these terms at https://www.valtt.com/terms.html, or other policies referenced in these terms at the applicable URL for such policies. Changes will not apply retroactively and will become effective no sooner than 14 days after they are posted. If You do not agree to the modified terms for the Service, You should discontinue Your use of the Service. No amendment to or modification of this Agreement will be binding unless (i) in writing and signed by a duly authorized representative of Valtt, (ii) You accept updated terms online, or (iii) You continue to use the Service after Valtt has posted updates to the Agreement or to any policy governing the Service.

16. Miscellaneous, Applicable Law and Venue

Valtt will be excused from performance in this Agreement to the extent that performance is prevented, delayed or obstructed by causes beyond its reasonable control. This Agreement (including any amendment agreed upon by the parties in writing) represents the complete agreement between You and Valtt concerning its subject matter, and supersedes all prior agreements and representations between the parties. If any provision of this Agreement is held to be unenforceable for any reason, such provision will be reformed to the extent necessary to make it enforceable to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement will continue in full force and effect. This Agreement will be governed by and construed under the laws of the state of Arizona without reference to its conflict of law principles. In the event of any conflicts between foreign law, rules, and regulations, and Arizona law, rules, and regulations, Arizona law, rules and regulations will prevail and govern. Each party agrees to submit to the exclusive and personal jurisdiction of the courts located in Maricopa County, Arizona. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply to this Agreement. The Software is controlled by U.S. Export Regulations, and it may be not be exported to or used by embargoed countries or individuals. Any notices to Valtt must be sent to: Valtt, 428 East Thunderbird Road, Box #406, Phoenix, AZ 85022, USA, with a copy to Legal Department, via first class or air mail or overnight courier, and are deemed given upon receipt. A waiver of any default is not a waiver of any subsequent default. You may not assign or otherwise transfer any of Your rights in this Agreement without Valtt's prior written consent, and any such attempt is void. The relationship between Valtt and You is not one of a legal partnership relationship, but is one of independent contractors. This Agreement will be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto. The following sections of this Agreement will survive any termination thereof: 1, 4, 5, 6 (except the last two sentences), 7, 8, 9, 10, 11, 12, 14, 16.