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June 12, 2003
Thank you for your interest in our products and services. Atsign provides its products and services to you subject to our Master Product & Services Agreement (“Terms”), located at this URL: https://atsign.com/terms-conditions/, which may be updated from time to time and without notice.
The following Agreement governs your use of certain Services (“SSH No Ports”). By registering for, accessing, browsing, or otherwise using SSH No Ports, you are accepting and agreeing electronically to this Agreement. The terms “us”, “we”, or “our” refer to Atsign. The terms “you” or “your'' refer to the person accessing or using the Services, or the company or organization on whose behalf that person accesses the Services. By creating an account to use SSH No Ports, you agree to this Agreement. If you represent an organization, you represent and warrant that you are authorized to agree to this Agreement on behalf of your organization. If you do not agree to this Agreement, do not use SSH No Ports.
SSH No Ports may include features or services that have separate rules specific to the feature or service. You will comply with all laws, rules and regulations applicable to the use of SSH No Ports and any additional feature or service you use. You understand and agree that we may change, suspend or discontinue any part or all of SSH No Ports. We will notify you of any material change to or discontinuation of SSH No Ports by email or via our website.
Both registration and atSign creation and activation are required to use SSH No Ports. SSH No Ports is subject to either a monthly or an annual subscription fee.
You must provide complete and accurate information during the registration process and update your contact information to ensure it remains accurate.
Hosting and support services are included in SSH No Ports (“Support Services''). You will provide Atsign with reasonable assistance and information to facilitate scheduling and performance of the Support Services. Support Services and any work provided to you as a part of the Support Services, including any report (a “Deliverable”), are accepted when delivered. We may engage qualified subcontractors to provide the Support Services. We grant you a royalty-free, perpetual, nontransferable and nonexclusive license to use and reproduce any Deliverables for your internal business purposes.
(a) Services Fees. We calculate and bill fees and charges as described on the site specific to the version of SSH No Ports you are using. You will pay us the applicable fees and charges for use of SSH No Ports as described on the applicable site using your credit card. We do not store your credit card information. If any fee is not paid in a timely manner, or if Atsign is unable to process your transaction using the credit card information provided, Atsign reserves the right to cancel your SSH No Ports access. All amounts payable for SSH No Ports will be made without setoff or deduction, and all amounts paid are non-refundable. We may increase or add new fees and charges for SSH No Ports by updating the applicable site. In the event that we change the pricing for SSH No Ports, the fees payable by you will increase or decrease in accordance with any such modification upon the date specified on the applicable site. We may charge you interest at the rate of 1% per month or the highest rate permitted by law on any late payment.
(b) Taxes. All fees and charges payable by you are exclusive of applicable taxes and duties, including VAT and applicable sales tax. You will provide us any information we reasonably request to determine whether we are obligated to collect VAT from you, including your VAT identification number. If you are legally entitled to an exemption from any sales, use, or similar transaction tax, you are responsible for providing us with legally-sufficient tax exemption certificates for each taxing jurisdiction. We will apply the tax exemption certificates to charges under your account occurring after the date we receive the tax exemption certificates. If any deduction or withholding is required by law, you will notify us and will pay us any additional amounts necessary to ensure that the net amount that we receive, after any deduction and withholding, equals the amount we would have received if no deduction or withholding had been required. Additionally, you will provide us with documentation showing that the withheld and deducted amounts have been paid to the relevant taxing authority.
(a) Term; Termination. The term of this Agreement commences when you create an account and will remain in effect until terminated in accordance with this Agreement. You may terminate this Agreement by terminating all SSH No Ports Services under your account, and we may terminate this Agreement for any reason by providing you 30 days’ advance notice. We may also terminate your account and this Agreement, or suspend your access to SSH No Ports, immediately if: (i) we change the way we provide or discontinue SSH No Ports; (ii) you are late in payment or otherwise in breach of this Agreement; (iii) we reasonably determine that your use of SSH No Ports poses a risk to the availability, functionality or security of SSH No Ports; (iv) we reasonably determine that your use of SSH No Ports may be unlawful; or (v) you have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding. If we suspend your right to access or use any portion or all of SSH No Ports, you remain responsible for all fees and charges you have incurred during the suspension and you will not be entitled to any credit or refund. We will use commercially reasonable efforts to restore your access to SSH No Ports promptly following resolution of the cause of your suspension. We may suspend or terminate your access to or use of any Offering at any time and for any reason.
(b) Effect of Termination. Upon termination of this Agreement (i) all your rights under this Agreement immediately terminate; and (ii) you remain responsible for all fees and charges you have incurred up to and including the date of termination. We have no obligation to continue to store the encrypted data contained in your atServers that you have terminated or after termination of this Agreement.
(a) Your Data. You represent and warrant to us that: (a) you have all rights in your data necessary to grant the rights contemplated by this Agreement; and (b) none of your data violates this Agreement, any applicable law or any third party’s intellectual property or other right.
(b) Our Service. You may not: (i) modify, alter, tamper with, repair, or create derivative works of any software included in SSH No Ports; (ii) reverse engineer, disassemble, or decompile SSH No Ports or apply any other process or procedure to derive the source code of any software included in SSH No Ports; (iii) access or use SSH No Ports in a way intended to avoid incurring fees or exceeding usage limits or quotas; (iv) resell or sublicense SSH No Ports; (v) use SSH No Ports in connection with any fork or derivative work of the Atsign database; (vi) attempt to disable or circumvent any security mechanisms used by SSH No Ports; (vii) use SSH No Ports in a way that poses a risk to SSH No Ports or any third party; or (viii) use SSH No Ports unlawfully.
(c) No Other Rights. This Agreement does not transfer any right, title or interest in any intellectual property to any party, except as expressly set forth in this Agreement. You are not obligated to provide us with any suggestions or other feedback about SSH No Ports or otherwise, but if you do, we may use and modify this feedback without any restriction or payment.
(d) Customer may use any confidential or proprietary information that Atsign provides to Customer (“Atsign Information”) only to evaluate SSH No Ports or Hosting and Support Services and will use a high degree of care to avoid disclosure of Atsign Information. Customer will not disclose Atsign Information to any third party without Atsign’s prior written consent. Customer’s confidentiality obligations will continue for three years after this Agreement terminates.
SSH No Ports, including Support, Hosting Services, and any Deliverables, are provided on an "AS IS" and "AS AVAILABLE" basis and with no representation or warranty of any kind. Except to the extent prohibited by law, we disclaim any implied or statutory warranty, including any implied warranty of merchantability or fitness for a particular purpose, and any warranty arising out of any course of dealing or usage of trade.
We and our affiliates and licensors will not be liable to you for any indirect, incidental, special, consequential or exemplary damages (including damages for loss of profits, goodwill, use, or data). We and our affiliates and licensors will not be responsible for any compensation, reimbursement, or direct damages arising in connection with: (a) your inability to use SSH No Ports; (b) the cost of procurement of substitute goods or services; (c) any investments, expenditures or commitments by you in connection with this Agreement or your use of or access to SSH No Ports; or (d) any unauthorized access to, alteration of, or deletion, destruction, damage, loss or failure to store any of your content or other data. Our and our affiliates’ and licensors’ aggregate liability under this agreement will be limited to the amount you actually pay us under this agreement for SSH No Ports that gave rise to the claim during the 12 months preceding the claim.
You will defend, indemnify, and hold harmless us, our affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to any third party claim concerning: (a) your use of SSH No Ports (including any activities under your account and use by your employees and personnel); (b) breach of this Agreement or violation of applicable law by you; or (c) your data or the combination of your data with other applications, content or processes, including any claim involving alleged infringement or misappropriation of intellectual property rights. If we or our affiliates are obligated to respond to a third party subpoena or other compulsory legal order or process seeking information related to your data or your use of SSH No Ports, you will also reimburse us for reasonable legal fees, as well as our employees’ and contractors’ time and materials spent responding to the third party subpoena or other compulsory legal order or process at our then-current hourly rates. We will promptly notify you of any claim subject to this Section, but our failure to promptly notify you will only affect your obligations to the extent that our failure materially harms your ability to defend the claim. You may: (a) use counsel of your own choosing (subject to our written consent) to defend against any claim; and (b) settle the claim as you deem appropriate, provided that you obtain our prior written consent before entering into any settlement.
(a) General. We and you are independent contractors, and neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other. This Agreement does not create any third party beneficiary rights in any individual or entity that is not a party to this Agreement. You will not assign this Agreement, or delegate or sublicense any of your rights under this Agreement, without our prior written consent. Our failure to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect.
(b) Entire Agreement. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements or communications between you and us, whether written or verbal, regarding the subject matter of this Agreement.
(c) Notice. All communications and notices to be made or given pursuant to this Agreement must be in English. We may provide any notice to you under this Agreement by posting a notice on the website for the applicable Service or sending a message to the email address associated with your account. You will be deemed to have received any email sent to the email address then associated with your account when we send the email, whether or not you actually receive the email. To give us notice under this Agreement, you must email us at legal@atsign.com.
(d) Governing Law; Jurisdiction and Venue. This Agreement shall be governed by the laws of the State of California and the United States without regard to conflicts of laws provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court), any dispute arising under this Agreement shall be finally settled in accordance with the Rules of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) in accordance with such Rules. The arbitration shall take place in California, in the English language and the arbitral decision may be enforced in any court. Subject to the foregoing arbitration provision, all disputes arising in connection herewith will be subject to the sole and exclusive jurisdiction and venue of the state and Federal courts located in New York, New York (and the parties each hereby consent and submit to such jurisdiction and venue).
(e) Force Majeure. Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events which occur after the signing of this Agreement and which are beyond the reasonable control of such party (“Force Majeure Event”), such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency. In the event of a Force Majeure Event that prevents one party from substantially performing its obligations hereunder for a period of ten (10) days or more, either party may terminate this Agreement on five (5) days written notice.
(f) Amendments. We may amend this Agreement at any time by posting a revised version on the site for SSH No Ports or by otherwise notifying you by email. Amended terms of service become effective upon posting on the site for the applicable Service or as stated in our email notice message. By continuing to use SSH No Ports after the effective date of any amendment to this Agreement, you agree to be bound by the amended terms of service. Please check the site for SSH No Ports regularly. We last amended this Agreement on the date listed at the beginning of this Agreement.
