Effective Date: October 30, 2020
“Administrator” means an employee of Customer who is expressly authorized by Customer to exercise administrative privileges on behalf of Customer with respect to the Product“Affiliate(s)” means an entity that directly or indirectly through one or more entities, controls, is controlled by, or is under common control with, the specified entity.
“Customer” means an organization or other third party that entered into a written license agreement with Confirm4Me to provide the Product to its End Users.
“Device” means each virtual or physical workstation, PC, server, tablet, or other device using the Product. All Devices must be owned or used by an End User authorized by Customer and used for Customer’s internal business purposes.
“Documentation” means that documentation that is generally provided to Customer by Confirm4Me with the Product, as revised by Confirm4Me from time to time, and which may include end user manuals, operating instructions, installation guides, release notes, and on-line help files regarding the use of the Product.
“End User” means any of Customer’s employees who are authorized by Customer to access the Product.
“Intellectual Property Rights” means all worldwide intellectual property rights, including without limitation, copyrights, trademarks, service marks, trade secrets, know how, inventions, patents, patent applications, source codes, moral rights and all other proprietary rights, whether registered or unregistered.
“Product” means that certain software and services related to Confirm4Me’s Email Phishing & Business Email Compromise Prevention Solution, including any Documentation.
“Support” means any maintenance and support of the Product provided by Confirm4Me.
4215 Southpoint Blvd., Suite 260
Jacksonville, FL 32216
- Administrators and End Users. Customer shall designate one or more of its employees who will act as Administrators with respect to Customer’s account under this Agreement. Confirm4Me will provide each Administrator with certain administrative privileges with respect to Customer’s account within the Product (which other End Users will not have), including the ability to access and control the rules and policies associated with each End User. The Administrator shall be solely responsible for authorizing, issuing and deauthorizing End Users, administering security profiles of End Users, and inputting data regarding the End Users. Customer agrees that no End User login credentials will be shared or otherwise utilized by two or more individuals at any time. Customer shall timely deauthorize all End Users that are no longer authorized to have access to the Product. Customer will maintain, and will cause all Administrators to maintain, the security of all information relating to Customer’s account access under this Agreement, including login credentials; and Confirm4Me shall have no responsibility for any loss, damages or liability in connection with any lost or stolen account access information. At all times during the Term, Customer will ensure that there is at least one Administrator designated with respect to Customer’s account. Customer will promptly cancel the credentials of any Administrator or End User who (i) ceases to be engaged by Customer as an employee or independent contractor, (ii) Customer no longer wishes to have access to the Product for any other reason, or (iii) Customer knows or reasonably believes is causing Customer to breach any provision of this Agreement or is in any way misusing the Product. Customer is responsible for all acts and failures to act of its Administrators and End Users, and for ensuring that all Administrators and End Users are permitted by applicable law to access the Product. Confirm4Me shall have no responsibility or liability for any damage or loss caused by the failure of Customer to deauthorize an Administrator or End User (e.g., a terminated employee). Customer will ensure that all End Users and Administrators comply with all the terms and conditions of this Agreement.
- End User Account and Password. You agree that your credentials (e.g. usernames and passwords) will remain confidential and you shall not disclose any such credentials to any third party. In addition, you shall notify Confirm4Me immediately upon discovery of the unauthorized disclosure of any such credentials or upon any unauthorized access.
- Feedback. Customer and End User may provide Confirm4Me with suggestions, comments, or other feedback (collectively “Feedback”) with respect to the Product. Feedback is voluntary and Confirm4Me is not obligated to hold it in confidence. Confirm4Me may use Feedback for any purposes without obligation of any kind.
- Ownership of Product; Data.
c. Aggregated Data. Confirm4Me may also use Customer Data in an aggregate, de-identified and generic manner for product performance, marketing, survey and benchmarking purposes, in the review and development of current and future products, Product usage and other similar purposes (“Aggregated Data”). Aggregated Data: (i) is used only for internal administrative purposes and general usage statistics; (ii) does not identify Customer or any individual; and (iii) to the extent such Aggregated Data is disclosed, it is only disclosed in a generic or aggregated manner for the purposes of sharing Product usage, statistical or benchmarking purposes. Aggregated Data will not be considered Customer Confidential Information.
d. Feedback. Customer and End User may provide Confirm4Me with suggestions, comments, or other feedback (collectively, “Feedback”) with respect to the Product. Feedback is voluntary. Confirm4Me is not obligated to hold it in confidence and may use Feedback for any purpose without obligation of any kind. To the extent a license is required to make use of the Feedback, Customer and End User grants Confirm4Me an irrevocable, non-exclusive, perpetual, royalty-free license to use the Feedback in connection with Confirm4Me’s business, including the enhancement of the Product.
g. Proprietary Rights. You acknowledge and agree that the Product, any necessary software or application used in connection with the Product (if any), any aggregated data based on content on the Product, and any content available or made available on the Product all contain proprietary and confidential information that is protected by applicable intellectual property and other laws. Except as expressly permitted by applicable law or authorized in writing by Confirm4Me, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Product or content available on the Product. The term Confirm4Me, the Confirm4Me logo and other Confirm4Me logos and product and service names are the exclusive trademarks of, and are owned by Confirm4Me, and you may not use or display such trademarks in any manner without Confirm4Me’s prior written permission. Any third-party trademarks or service marks displayed on the Product are the property of their respective owners.
- Confidentiality. “Confidential Information” means all non-public information provided by or on behalf of the disclosing party to the receiving party that is unique to the disclosing party’s business, whether or not marked or not marked or identified as such, and including but not limited to the following:(i) the terms and conditions of this Agreement, including the price list and all information contained herein or therein, (ii) any Product activation codes; (iii) Confirm4Me software source code, (iv) information regarding pricing, product roadmaps and strategic marketing plans; (v) non-public information or materials relating to the Product; (vi) the Product and Documentation regarding same and all training materials for the Product; and (vii) Product Intellectual Property Rights. Confidential Information includes, but is not limited to, all information of a confidential or trade secret nature which the disclosing party consider to be protected by the Trade Secrets Act, 18 U.S.C.1905, and by the Florida Uniform Trade Secrets Act, Sections 688.001-688.009 of the Florida Statutes. The receiving party may use Confidential Information of the disclosing party solely (i) to exercise its rights and perform its obligations under this Agreement; or (ii) in connection with the parties’ ongoing business relationship. The receiving party will not use any Confidential Information of the disclosing party for any purpose not expressly permitted by the Agreement, and will disclose the Confidential Information of the disclosing party only to the employees or contractors of the receiving party who have a need to know such Confidential Information for purposes of the Agreement and who are under a duty of confidentiality no less restrictive than the receiving party’s duty hereunder. The receiving party will protect Confidential Information from unauthorized use, access, or disclosure in the same manner as the receiving party protects its own confidential or proprietary information of a similar nature but with no less than reasonable care. The receiving party’s obligations with respect to any Confidential Information will terminate if the receiving party can show by written records that such information: (i) was already known to the receiving party at the time of disclosure by the disclosing party without any confidentiality restrictions; (ii) was disclosed to the receiving party by a third party who had the right to make such disclosure without any confidentiality restrictions; (iii) is, or through no fault of the receiving party has become, generally available to the public; or (iv) was independently developed by the receiving party without access to, or use of, the disclosing party’s Confidential Information. In addition, the receiving party will be allowed to disclose Confidential Information to the extent that such disclosure is required by law or by the order of a court of similar judicial or administrative body, provided that the receiving party notifies the disclosing party of such required disclosure promptly and in writing and cooperates with the disclosing party, at the disclosing party’s request and expense, in any lawful action to contest or limit the scope of such required disclosure.
- Limited Warranty; Disclaimers. THE PRODUCT IS WARRANTED, IF AT ALL, ONLY ACCORDING TO THE TERMS OF THE LICENSE AGREEMENT BY AND BETWEEN CUSTOMER AND CONFIRM4ME. EXCEPT AS WARRANTED IN THE LICENSE AGREEMENT, CONFIRM4ME HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE PRODUCT, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
- Limitation of Liability. YOU EXPRESSLY AGREE TO RELEASE CONFIRM4ME, ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, REPRESENTATIVES, EMPLOYEES, PARTNERS AND LICENSORS (THE “RELEASED PARTIES”) FROM ANY AND ALL LIABILITY IN CONNECTION WITH THE USE OF THE PRODUCT, AND PROMISE NOT TO SUE THE RELEASED PARTIES FOR ANY CLAIMS, ACTIONS, INJURIES, DAMAGES OR LOSSES ASSOCIATED WITH SUCH USE. YOU FURTHER AGREE THAT CONFIRM4ME SHALL NOT BE LIABLE FOR ANY LOST PROFITS, CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATED TO USE OF THE PRODUCT.
- Jury Trial Waiver. YOU AGREE TO WAIVE ANY RIGHT TO TRIAL BY JURY.
- Choice of Law and Forum. This Agreement shall be governed by the laws of the State of Florida. The parties each hereby consent to the jurisdiction and venue of the Circuit Court of Duval County, Florida, or the U.S. District Court for the Middle District of Florida, Jacksonville Division, for any all claims arising out of the use of the Sites or Services. You agree that any order or judgment entered by these courts may be domesticated and enforced in any necessary and appropriate jurisdiction.
- Compliance with Laws. You agree to comply with all applicable local, state, national and foreign laws in connection with its use of the Product herein, including those laws related to data privacy and the transmission of technical or personal data.
Attn: Legal Department
4215 Southpoint Blvd., Suite 260
Jacksonville, FL 32216