Terms of Service
Effective Date: January 1, 2022
Terms of Use for Password.ly Service
These Terms of Use (“Terms” “Terms of Use” “Agreement” or “Service Agreement”) govern your relationship with the Password.ly Service (the “Service”) operated by MAVIER SIA (“us” “we” or “our”). It is important that you read this carefully because you will be legally bound to these terms.
Your access to and use of the Service is based on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users, free trial users, and others who access or use the Service.
By accessing or using the Service you agree to be bound by these Terms and accept all legal consequences. If you do not agree to the terms and conditions of this Agreement, in whole or in part, please do not use the Service.
Description of Service
The “Service” means (a) Password.ly password managing, secure document storing, administrative and related systems and technologies, as well as the website https://password.ly (the “Site”), and (b) all software (including the Software, as defined below), applications, data, text, images, and other content made available by or on behalf of Password.ly. Any modifications to the Service are also subject to these Terms. Password.ly reserves the right to modify or discontinue the Service or any feature or functionality thereof at any time without notice. All rights, title and interest in and to the Service will remain with and belong exclusively to Password.ly.
Subscriptions
Some parts of the Service are billed on a subscription basis (“Subscription(s)“). You will be billed in advance on a recurring and periodic basis (“Billing Cycle”). Billing cycles are set on a regular basis, typically monthly or yearly.
At the end of each Billing Cycle, your Subscription will automatically renew under the same conditions unless you cancel it or MAVIER SIA cancels it. You may cancel your Subscription renewal either through your online account management page or by contacting MAVIER SIA customer support team.
A valid payment method, including credit card, is required to process the payment for your Subscription. You shall provide MAVIER SIA or its third-party payment processor, with accurate and complete billing information including full name, address, state, zip code, and valid payment method information. By submitting such payment information, you automatically authorize MAVIER SIA to charge all Subscription fees incurred through your account to any such payment instruments. All amounts paid are non-refundable. You further agree to be responsible for all taxes associated with the Service, along with any transaction fees and currency conversions added by your financial institution and intermediaries. All amounts are in US Dollars.
Free Trial
MAVIER SIA may, at its sole discretion, offer a Subscription with a free trial for a limited period of time (“Free Trial”).
You may be required to enter your billing information in order to sign up for the Free Trial.
If you do enter your billing information when signing up for the Free Trial, you will not be charged by MAVIER SIA until the Free Trial has expired. On the last day of the Free Trial period, unless you cancelled your Subscription, you will be automatically charged the applicable Subscription fees for the type of Subscription you have selected.
At any time and without notice, MAVIER SIA reserves the right to (i) modify the terms and conditions of the Free Trial offer, or (ii) cancel such Free Trial offer.
Fee Changes
MAVIER SIA, in its sole discretion and at any time, may modify the Subscription fees for the Subscriptions. Any Subscription fee change will become effective at the end of the then-current Billing Cycle.
MAVIER SIA will provide you with reasonable prior notice of any change in Subscription fees to give you an opportunity to terminate your Subscription before such change becomes effective.
Your continued use of the Service after the Subscription fee change comes into effect constitutes your agreement to pay the modified Subscription fee amount.
Refunds
While all amounts paid are non-refundable, certain refund requests for Subscriptions may be considered by MAVIER SIA on a case-by-case basis and granted at the sole discretion of MAVIER SIA.
Accounts
When you create an account with us, you must provide us information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms.
You are responsible for safeguarding the password that you use to access the Service and for any activities or actions under your password, whether your password is with our Service or a third party service.
You agree not to disclose your password to any third party. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.
You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene.
Intellectual Property
The Service and all contents, including but not limited to text, images, graphics or code are the property of MAVIER SIA and are protected by copyright, trademarks, database and other intellectual property rights. You may display and copy, download or print portions of the material from the different areas of the Service only for your own non-commercial use. Any other use is strictly prohibited and may violate copyright, trademark and other laws. These Terms do not grant you a license to use any trademark of MAVIER SIA or its affiliates. You further agree not to use, change or delete any proprietary notices from materials downloaded from the Service.
User-Generated Content
“Your Data” means any data and content which you upload, store, retrieve, or otherwise make available through the Service. You retain all of the rights to Your Data. You agree to grant MAVIER SIA a license to store, retrieve, backup, restore, and otherwise copy Your Data so that we may provide you with the Service.
Links To Other Websites
The Service may contain links to third-party web sites or services that are not owned or controlled by MAVIER SIA
MAVIER SIA has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that MAVIER SIA shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such websites or services.
We strongly advise you to read the terms and conditions and privacy policies of any third-party web sites or services that you visit.
Operational Emails
The Service may send operational emails including but not limited to: billing emails, account activity emails, and service updates. These are required to provide the Service.
Termination
You are entitled to cease using our Services at any time and for any reason without notice to us, but you will continue to be charged for Services until you cancel your account by logging in or contacting us.
Our duty is to keep our Service as safe and well maintained as possible. To this end, we may need to terminate accounts for violations of these Terms. In the following circumstances we will provide notice to you prior to termination of your account: (a) you are in breach of these Terms; or (b) you are using our Services in a way that can cause or has caused a risk of harm or loss to either Password.ly or our other customers.
In such an event our notice will be via email to all or any of the registered account holders, which includes but is not limited to “Family Organizers” and “Team Owners” as they are listed in your account at the time of notice. If you remedy the issues that cause us to send the notice, to our satisfaction, then we will not terminate your access or license to our Services. If you do not remedy the outstanding causes of our termination notice in these circumstances, then we will terminate your account. In the event of such a termination we will provide you with the ability to take your data with you.
There are three very limited circumstances in which we will be unable to send notice to you prior to terminating your access to our Services: (i) you are in material breach of these Terms in such a way as to immediately and seriously endanger us and other users; (ii) we are unable to send you notice because this would cause us legal liability or a disruption to our Service; and (iii) we are unable to notify you due to law. If we terminate your account for the reasons outlined in i-iii, then we will work with you to ensure you retain copies of your data, wherever permitted by law.
All provisions of the Terms shall survive termination, including without limitation: ownership provisions, warranty disclaimers, indemnity and limitations of liability. Upon termination, your right to use the Service will immediately cease.
Limitation Of Liability
MAVIER SIA, its directors, employees, partners, agents, suppliers, or affiliates, shall not be liable for (A) any loss or damage, indirect, incidental, special, consequential or punitive damages, including without limitation, economic loss, loss or damage to electronic media or data, goodwill, or other intangible losses, or (B) for any amount in the aggregate in excess of the fees actually paid by you in the six (6) months preceding the event giving rise to your claim, resulting from (i) your access to or use of the Service; (ii) your inability to access or use the Service; (iii) any conduct or content of any third-party on or related to the Service; (iv) any content obtained from or through the Service; and (v) the unauthorized access to, use of or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other claim in law, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.
Disclaimer And Non-Waiver of Rights
MAVIER SIA makes no guarantees, representations or warranties of any kind as regards the website and associated technology. Any purportedly applicable warranties, terms and conditions are excluded, to the fullest extent permitted by law. Your use of the Service is at your sole risk.
The Service is provided on an “AS IS” and “AS AVAILABLE” basis. The Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance, except as provided for under the laws of Republic of Latvia.
MAVIER SIA its subsidiaries, affiliates, and its licensors do not warrant that a) the Service will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; c) the Service is free of viruses or other harmful components; or d) the results of using the Service will meet your requirements.
If you breach any of these Terms and MAVIER SIA chooses not to immediately act, or chooses not to act at all, MAVIER SIA will still be entitled to all rights and remedies at any later date, or in any other situation, where you breach these Terms. MAVIER SIA does not waive any of its rights. MAVIER SIA shall not be responsible for any purported breach of these Terms caused by circumstances beyond its control. A person who is not a party to these Terms shall have no rights of enforcement.
You may not assign, sub-license or otherwise transfer any of your rights under these Terms.
Exclusions
As set out above, some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you.
Governing Law
These Terms shall be governed by, and interpreted and enforced in accordance with, the laws in the Republic of Latvia and the laws of European Union, as applicable.
If any provision of these Terms is held to be invalid or unenforceable by a court of competent jurisdiction, then any remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements, oral or otherwise, regarding the Service.
Dispute Resolution
All disputes and questions whatsoever which shall arise between Password.ly Inc. and you in connection with this Service Agreement, or the construction or application thereof or any provision contained in this Service Agreement or as to any act, deed or omission of any party or as to any other matter in any way relating to this Service Agreement, shall be resolved by arbitration. Such arbitration shall be conducted by a single arbitrator.
The arbitrator shall be appointed by agreement between the parties or, in default of such agreement, such arbitrator shall be appointed by a Judge of the Superior Court of Justice sitting in Toronto, upon the application of any of the parties and such judge shall be entitled to act as such arbitrator, if he or she so desires.
Unless otherwise agreed to by the parties, arbitration shall be held in Republic of Latvia. The procedure to be followed shall be agreed to by the parties or, in default of such agreement, determined by the arbitrator. The arbitrator shall have the power to proceed with the arbitration and to deliver his or her award notwithstanding the default by any party in respect of any procedural order made by the arbitrator.
The decision arrived at by the arbitrator shall be final and binding and no appeal shall lie therefrom. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.
Changes
We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will make reasonable efforts to provide at least 30 days notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.
By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, in whole or in part, please stop using the website and the Service.
The Change Log section below is not a part of these Terms, nor is the Terms of Service archive or any content linked therefrom.
Contact Us
If you have any questions about these Terms, you can contact our support team or write us by e-mail at: info@password.ly
Subscription Terms for Business Customers PLEASE READ THIS SUBSCRIPTION AGREEMENT CAREFULLY AS IT, TOGETHER WITH THE Password.ly ORDER FORM IN WHICH IT IS REFERENCED, CONSTITUTES A LEGALLY BINDING AGREEMENT AND GOVERNS YOUR USE OF THE SERVICES. BY ACCESSING OR USING THE SERVICES, YOU ARE INDICATING THAT YOU AGREE TO THIS SUBSCRIPTION AGREEMENT. IF YOU DO NOT AGREE WITH THIS SUBSCRIPTION AGREEMENT, YOU MUST NOT ACCESS OR USE THE SERVICES.
This Subscription Agreement is entered into by and between MAVIER SIA (Password.ly) and the customer, identified on the Order Form, that is purchasing a subscription to the Service (Customer), and is effective as of the latter to occur of the Effective Date set forth in the Order Form or the date of the signature on the Order Form.
Password.ly and Customer are collectively referred to as the Parties and individually as a Party. If you are entering into this Subscription Agreement on behalf of a company or legal entity, you represent that you have the authority to bind such entity to these terms and conditions. This Subscription Agreement permits Customer to access and use Services pursuant to the terms and conditions contained herein.
1. DEFINITIONS
(i) Agreement means the Order Form and this Subscription Agreement and any other documents, such as, the Password.ly privacy policy or the Password.ly Data Protection Agreement attached hereto by reference.
(ii) Business Customers means Customers subscribed to Password.ly Teams or Business accounts.
(iii) Customer means all Customer§s employees, contractors, agents, Customer’s affiliates, or any person who is an authorized user of the Services under this Subscription Agreement.
(iv) Customer Data means all electronic data or information submitted by Customer, Users and Partners via the Services.
(v) Effective Date means the date that appears on the Order Form.
(vi) Employees means Customers employees, consultants, contractors and agents.
(vii) Malicious Code means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.
(viii) Order Form means the invoice or order form, as applicable, agreed to by the Parties in which this Subscription Agreement is referenced. The Order Form will include some or all of the following information: the name of Customer, Customers address and billing information, the length of the Subscription Term, the fees due from Customer including applicable taxes, the Subscription Tier selected by Customer, and any professional services and support being purchased.
(ix) Price Quote means the price quote included in the Order Form, and excludes applicable taxes.
(x) Services means subscription services that Password.ly provides such as: (1) Password.ly user account website that may be accessed via the web at, or (the “Site“), (2) password management service called Password.ly user account, which is accessible through the Site (“Web App“), (3) software that may be downloaded to your smartphone or tablet or handheld devices to access services (“Mobile Apps“), and (4) Password.ly’s password managing, document storing, administrative and related systems and technology, all software including applications, data, texts, images, and other password management related content made available by Password.ly, the services, that can be accessed using the Web App and Mobile Apps, and the support services, provided by Password.ly to Customer and as outlined in Order Form (together “Services“). Services exclude the master or main password which is used to create a User account, which is solely the responsibility of the Customer or its Users.
(xi) Subscription Term means the period beginning on the Effective Date and continuing until the end of the subscription of Services as specified in the Order Form, unless terminated earlier or renewed or extended as provided in this Agreement.
(xii) Number of Users means the number of members of subscription Services that Customer or its Users are authorized to use or access as indicated in the applicable Order Form or pursuant to Section 3.1.
(xiii) Users means individuals who are authorized by Customer to access and use the Services on behalf of Customer, and who have been supplied user identifications and login credentials by Customer. Users may include employees, consultants, contractors, agents or any authorized users of Customer.
2. THE SERVICES
2.1 Provision of the Services. Subject to the terms and conditions of this Agreement and the applicable Order Form, and upon Customers payment of the applicable fees, Password.ly shall make the Services available to Customer and its Users via the internet during the Subscription Term. Customer agrees that its purchase of a subscription to the Services is neither contingent on the delivery of any future functionality or features nor dependent on any oral or written comments made by Password.ly regarding future functionality or features. Subject to the terms of this Agreement and the applicable Order Form, Password.ly will provide to the Customer a nonexclusive, worldwide access to and the use of Services during the Term. The date of provision of Services (the “Subscription Start Date” shall be the date on the Order Form.
2.2 Support Services. Password.ly will provide standard support services as provided on the website at https://support.password.ly/
2.3 Customer Responsibilities. The Customer shall (i) be responsible for its Users compliance with this Agreement, (ii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify Password.ly promptly of any such unauthorized access or use, (iii) be fully responsible for its Users use of any Customer Data including without limitation any use of Customer Data in violation of applicable laws and regulations, Customers policies and Password.ly privacy policy (available at: https://password.ly/privacy) and Password.ly’s Data Processing Agreement (available at: https://password.ly/privacy), (iv) use the Services only in accordance with the terms of this Agreement and applicable laws and government regulations and (v) shall not exceed the Use Limit stated in the Order Form. If individual consents are required to collect, use, transfer or otherwise process any Customer Data, including without limitation Customer Data subject to data privacy laws and regulations, Customer shall be solely responsible for obtaining all such consents. Customer shall not (a) make the Services available to anyone other than those authorized by the applicable Use Limit, (b) sell, resell, rent or lease the Services, (c) interfere with or disrupt the integrity or performance of the Services or any content contained therein, or (d) attempt to gain unauthorized access to the Services or the underlying systems or networks.
2.4 Access to Customer Data. At any time during the Subscription Term, Customer and its Users retains full control and access to the Customer Data. Customer hereby authorizes Password.ly, during the Subscription Term, to access, use and display Customer Data as requested by Customer solely for the purpose of providing Services under the terms and conditions of this Agreement for the benefit of Customer and for no other purpose.
2.5 Additional Services. To the extent that Customer requires any additional products or services, such as customizations, program modifications or additions, professional services or professional consulting services, Customer may order such additional products and/or services pursuant to separate Order Form or written statement of work mutually agreed to by the Parties. Additional services (including, without limitation, professional services or professional consulting services) may be provided by Password.ly upon the mutual agreement of the Parties for an additional fees and pursuant to a separate Order Form and a statement of work.
3. FEES AND PAYMENT
3.1 Subscription Fees. If the Customer has directly purchased and subscribed to the Services through one of the Password.ly website app.password.ly in which case the Subscription Fees including applicable taxes will be charged at the time of transaction (direct billing). Otherwise, the Subscription Fees payable for the Services are based on Customer’s number of Users as set forth in the Order Form or modified in accordance with this Section 3.1. Except as otherwise set forth herein or in an Order Form, (i) fees are quoted and payable in Euro, (ii) fees are based on subscription Services purchased, and (iii) payment obligations are non-cancelable and fees paid are non-refundable, except as permitted in Section 6.1, Section 7.2, Section 9.3, or Section 11.2. A direct billing Customer may purchase additional subscription Services for its Users at any time through app.password.ly. A Customer who purchases Subscription by way of an Order Form may at any time request additional Users during the Subscription Term. Password.ly shall, on quarterly basis, reconcile Customer’s account for any additional Users. Fees associated with the additional Users shall be applicable from the Effective Date of a new Order Form for such additional Users and Fees shall be due payable within 30 days of the Effective Date. For the avoidance of doubt, all renewals shall be invoiced at the applicable number of Users in place at the conclusion of the prior Subscription Term.
3.2 Additional Services or Professional Services; Expenses. Customer and Password.ly may enter into a statement of work for additional services or professional services and any applicable expenses. The statement of work will include terms related to such additional services or professional services, or any expenses. A separate Order Form shall be agreed and executed between the Parties for such additional services or professional services, as applicable.
3.3 Invoicing and Payment. Except if the Customer has purchased Services directly from Password.ly’s website app.password.ly through Stripe credit card (self served billing), Fees will be invoiced in advance in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, fees are due thirty (30) days from the invoice date. If payment is made via wire transfer, with each wire transfer payment, Customer shall provide Password.ly with a listing of the Password.ly invoices that Customer is making payment against.
3.4 Suspension of the Services. If any charge owing by Customer is thirty (30) days or more overdue, Password.ly may, without limiting its other rights and remedies, suspend the Services until such amounts are paid in full.
3.5 Taxes. Customer agrees to pay all applicable taxes levied by any tax authority on the Service or on Customers use thereof, which shall be separately invoiced, excluding taxes based on the net income of Password.ly. Customer shall provide to Password.ly any certificate of exemption or similar document required to exempt any transaction under this Agreement from sales tax or other tax liability.
4. PROPRIETARY RIGHTS
4.1 Reservation of Rights. As between the Parties, the Service and all intellectual property rights therein, are and will remain the sole property of Password.ly, and no rights are granted to Customer with respect to the Services, or the intellectual property rights therein, other than the limited rights and licenses specified in this Agreement. Customer will not access or use the Services, or the intellectual property rights therein, except as expressly permitted by this Agreement.
4.2 Restrictions. Customer shall not at any time, directly or indirectly, and shall not permit any User or Partner to (i) permit any third party to access or use the Service except as permitted herein or in an Order Form, (ii) copy, modify or create derivative works based on the Services or the Documentation, (ii) rent, lease, lend, sell, license, sublicense, publish, frame, mirror or otherwise distribute any part or content of the Services or Documentation, (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part, or (iv) access the Services in order to (a) build a competitive product or service, or (b) copy any content, features, functions or graphics of the Services.
4.3 License to Feedback. Password.ly shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by Customer, including Users, relating to the operation of the Service.
4.4. Operational Emails. Password.ly may send operational emails including but not limited to: billing emails, account activity emails, and service updates. These are required to provide the Services.
4.5 Customer Data. As between the Parties, Customer owns all right, title and interest in and to all Customer Data; provided that Password.ly will have the right to use the Customer Data to perform its obligations under this Agreement. Customer is responsible for any (i) Customer Data submitted or contributed to the Services by Customer, Users or Partners, and (ii) Customers, Partners and Users use of such content, including without limitation its legality, reliability, accuracy, and appropriateness. Notwithstanding the above, Password.ly shall remain responsible for maintaining the confidentiality and security of Customer Data as per the applicable laws and regulations, and in accordance with Password.ly’s privacy policy, the Data Processing Agreement (available at:https://password.ly/privacy) and this Agreement.
4.6 Scheduled Services Interruptions. Notwithstanding anything to the contrary in this Agreement, the Services may interrupt for maintenance and upgrades. Prior to the interruption date such Scheduled Services Interruptions shall be updated on the Services Updates Webpage at: https://status.password.ly/. Password.ly will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer may incur as a result of a Scheduled Services Interruptions.
5. CONFIDENTIALITY
5.1 Confidential Information. As used herein Confidential Information shall mean all confidential or proprietary information disclosed orally or in writing by one Party to the other that is identified as confidential or whose confidential nature is reasonably apparent. Confidential Information of Customer shall include Customer Data; Confidential Information of Password.ly shall include the Services; and Confidential Information of each Party shall include the terms and conditions of this Agreement and all Order Forms, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such Party. Confidential Information shall not include information which: (a) is or becomes a part of the public domain through no fault of the receiving Party; (b) was in the receiving Partys lawful possession prior to the disclosure; (c) is lawfully disclosed to the receiving Party by a third party without restriction on disclosure or any breach of confidence; (d) is independently developed by the receiving Party; (e) is required to be disclosed by law; or (f) De-Identified Data.
5.2 Protection of Confidential Information. Each Party agrees to (i) hold the others Confidential Information in confidence, (ii) use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care), and (iii) not use or disclose such Confidential Information other than in connection with the performance of its obligations hereunder or as otherwise authorized by this Agreement. Notwithstanding the foregoing, either Party may disclose any of the other Partys Confidential Information to its employees or consultants that have a need to know such Confidential Information in connection with such Partys performance under this Agreement and that have agreed to be bound by confidentiality obligations similar to those in this Section.
5.3 Protection of Customer Data. Without limiting the above, Password.ly shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data. Password.ly shall not (a) modify Customer Data, (b) disclose Customer Data except as compelled by law in accordance with the “Compelled Disclosure“ section below or as expressly permitted in writing by Customer, or (c) access Customer Data except to provide the Services and prevent or address service or technical problems, or at Customers request in connection with customer support matters.
5.4 Compelled Disclosure. The receiving Party may disclose the Confidential Information of the disclosing Party if it is compelled by law to do so, provided the receiving Party gives the disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the disclosing Partys cost, if the disclosing Party wishes to contest the disclosure. If the receiving Party is compelled by law to disclose the disclosing Partys Confidential Information as part of a civil proceeding to which the disclosing Party is a party, the disclosing Party will reimburse the receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.
5.5 Obligations on Termination. Upon expiration or termination of this Agreement, Password.ly will: (a) immediately cease all use Customers Confidential Information; and (b) upon Customer’s written confirmation and request, within thirty (30) calendar days after such expiration or termination, Password.ly will confirm in writing to the Customer that it has permanently erased, destroyed or returned to the Customer its Confidential Information, as well as any copies thereof on any media or in any form. Notwithstanding the foregoing, Password.ly may retain (i) Customer Data for a period of thirty (30) days in order to fulfill its obligations under Section 2.6, and (ii) any Customer Data strictly as required by applicable laws, regulations, court orders, subpoenas or other legal process for archival purposes. In addition, any failure of Password.ly to return or destroy electronic copies of Customer Data that are automatically generated through data backup and/or archiving systems shall not be deemed to violate the provisions of this Section, provided that Password.ly shall not use such back-ups or archived copies for any purpose and such copies shall be subject to all confidentiality obligations set forth herein.
6. WARRANTIES, REMEDIES AND DISCLAIMERS
6.1 Password.ly Warranties. Password.ly warrants that the Services shall be provided materially in accordance with Password.lys published documentation for the Services (which is available via the Services and Password.ly’s website at app.password.ly. Password.ly further represents and warrants that it has taken commercially reasonable steps to prevent the introduction of any Malicious Code or any other internal components, devices or mechanisms designed to disrupt, disable, harm, or otherwise impair in any material respect the normal and authorized operation of the Services. In the event of any breach of the foregoing warranty, Password.ly will use commercially reasonable efforts to promptly repair the Services so as to be conforming. In the event of any breach of the foregoing warranty extending for thirty (30) days or more, or in the event that Password.ly is not able to repair the Services, Customers sole remedy shall be the termination of this Agreement and the receipt of a refund of any amounts pre-paid for the Services for any period of time following such termination.
6.2 Mutual Warranties. Each Party represents and warrants that (i) it has the legal power to enter into this Agreement, and (ii) it will not transmit to the other Party any Malicious Code (except for Malicious Code previously transmitted to the warranting Party by the other Party).
6.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES IS PROVIDED ON AN AS IS BASIS WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING. WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. Password.ly DOES NOT WARRANT (WITHOUT PREJUDICE TO THE LIMITED WARRANTY ABOVE) THAT IT IS WITHOUT DEFECT OR ERROR OR THAT CUSTOMERS ACCESS THERETO WILL BE UNINTERRUPTED.
7. INDEMNIFICATION
7.1 Password.ly Indemnification. Password.ly agrees to defend Customer against any claims, demands, suits, or proceedings (each, a “Claim“) made or brought against Customer by a third party alleging that Customers use of the Services infringes or misappropriate the intellectual property rights of such third party and to indemnify Customer from any damages finally awarded by a court of competent jurisdiction against Customer or amounts agreed to in settlement in connection with any such Claim. Password.lys obligations under this paragraph shall only apply to the extent that: (a) Customer promptly notifies Password.ly in writing of the Claim; (b) Password.ly has control of the defense and all related settlement negotiations relating to the Claim, provided however the settlement of any Claim shall not be made without advance written permission of Customer, which shall not be unreasonably withheld; and (c) Customer provides Password.ly with the assistance, information and authority reasonably necessary to perform the above. In no event will Password.ly have any obligation or liability under this paragraph for any Claim or action under any legal theory if the Claim or action is caused by, or results from: (i) Customers combination, operation or use of the Service with software or other materials not supplied by Password.ly, (ii) any alteration or modification of the Services by Customer, (iii) Customers continued allegedly infringing activity after being notified thereof or after being provided modifications that would have avoided the alleged infringement, or (iv) the actions or omissions of any person or entity other than Password.ly.
7.2 Remedy for Infringement. Should Customers right to use the Services pursuant to this Agreement be subject to a Claim of infringement or if Password.ly reasonably believes such a Claim of infringement may arise, Password.ly may, at its option and in its sole discretion (i) procure for Customer the right to continue to access and use the Services; (ii) modify the Service to render it non-infringing but substantially functionally equivalent to the Services prior to such modification; or (iii) if the alternatives described in clauses (i) and (ii) of this paragraph are not commercially practicable, then Password.ly may terminate this Agreement and refund to Customer any amounts pre-paid by Customer for the Services for the unused portion of the Subscription Term.
7.3 Customer Indemnification. Customer agrees to defend Password.ly against any Claims made or brought against Password.ly by a third party alleging that the Customer Data or any other information provided by Customer to Password.ly for use in connection with the Services, infringes or violates the intellectual property rights or privacy rights of a third party and to indemnify Password.ly from any damages finally awarded by a court of competent jurisdiction against Password.ly or amounts agreed to in settlement in connection with any such Claim. Customers obligations under this paragraph shall only apply to the extent that: (a) Password.ly promptly notifies Customer in writing of the Claim; (b) Customer has control of the defense and all related settlement negotiations relating to the Claim, provided however the settlement of any Claim shall not be made without advance written permission of Password.ly, which shall not be unreasonably withheld; and (c) Password.ly provides Customer with the assistance, information and authority reasonably necessary to perform the foregoing. Password.ly shall promptly provide Customer with written notice of any Claim which Password.ly believes falls within the scope of this Section. Password.lys failure to provide written notice to Customer shall not affect Customers indemnification obligations hereunder except to the extent that Customer is materially prejudiced thereby. At any time after Customer becomes aware of any such Claim, Customer may procure for Password.ly the right to continue to use the information for use in connection with the Services at its own expense. Password.ly shall not be responsible for any delay or disruption to the Customers use of the Services, including any damages stemming therefrom, caused by a Claim falling under this section.
8. LIMITATION OF LIABILITY.
IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR ITS OBLIGATIONS UNDER SECTION 5 (CONFIDENTIALITY) AND SECTION 7 (INDEMNIFICATION), IN NO EVENT SHALL PASSWORD.LYS LIABILITY FOR DAMAGES UNDER THIS AGREEMENT FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, EXCEED THE AMOUNT OF MONEY PAID BY CUSTOMER FOR THE SERVICE DURING THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE INCIDENT. WITH RESPECT TO ITS OBLIGATIONS UNDER SECTION 7 (INDEMNIFICATION) ABOVE, THE LIABILITY OF PASSWORD.LY TO CUSTOMER FOR ACTUAL DAMAGES FROM ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION (WHETHER IN CONTRACT, TORT OR OTHERWISE), SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID (OR PAYABLE) BY CUSTOMER TO PASSWORD.LY HEREUNDER. THE FOREGOING SHALL NOT LIMIT THE PARTIES PAYMENT OBLIGATIONS UNDER SECTION 3 ABOVE. CUSTOMER ACKNOWLEDGES THAT THE AMOUNT OF FEES PAYABLE BY CUSTOMER TO PASSWORD.LY HEREUNDER REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT PASSWORD.LY WOULD NOT HAVE ENTERED INTO THIS AGREEMENT WITHOUT THE LIMITATIONS ON ITS LIABILITY CONTAINED IN THIS SECTION. THESE LIABILITY LIMITATIONS APPLY EVEN IF CONTRACTUAL REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE.
9. TERM AND TERMINATION
9.1 Term of Agreement. Subject to Section 9.2 below, this Agreement commences on the Effective Date and continues until the expiration of the Subscription Term specified in the Order Form. Except if the Parties have agreed and stated otherwise in an Order Form, this Agreement and the Order Form shall automatically renew. The Parties may renew an Order Form for changes to the pricing, the number of Users, change in Services from Teams to Business accounts etc.
9.2 Termination for Cause. A Party may terminate this Agreement for cause (i) upon thirty (30) days written notice to the other Party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. Notwithstanding the foregoing, if at any time Customer is not satisfied with Password.lys implementation services or setup of the Services or otherwise believes that Password.ly has failed to satisfactorily complete the setup of the Services, then Customers sole remedy shall be to notify Password.ly of the failure or its dissatisfaction and Password.ly shall then use commercially reasonable efforts to correct the implementation services or to properly setup the Services. If the Parties agree that Password.ly is unable to complete the setup of the Services as originally agreed by the Parties under this Agreement and related Order Form, then Customer may terminate this Agreement upon written notice to Password.ly.
9.3 Refund or Payment upon Termination. Upon any termination for cause by Customer, and subject to any adjustment under Section 3.1, Password.ly shall refund Customer any prepaid fees covering the unused portion of the Subscription Term. Upon any termination for cause by Password.ly, Customer shall pay any unpaid fees covering the remainder of the Subscription Term after the effective date of termination. In no event shall any termination relieve the Customer of its obligation to pay any fees payable to Password.ly for any period prior to the effective date of termination.
9.4 Surviving Provisions. Sections 1, 3, 4, 5, 6, 7, 8, 9.4, 10 and 11 shall survive any termination or expiration of this Agreement.
10. COMPLIANCE WITH LAW
10.1 Compliance. Each Party shall comply with the export laws and regulations of Republic of Latvia and European Union and other applicable jurisdictions in providing and using the Service. Without limiting the foregoing, (i) each of Password.ly and Customer represents that it is not named on any U.S. government list of persons or entities prohibited from receiving exports, and (ii) Customer shall not permit Users to access or use Service in violation of any U.S. export embargo, prohibition or restriction.
In addition, Password.ly and the Customer shall comply with all applicable laws, rules, regulations and guidance (whether or not legally binding) of competent regulators in respectively the provision of and use of the Services, including without limitation the Directive 2002/58/EC, Directive 95/46/EC (and applicable implementing legislation in EU member-states) and Regulation (EU) 2016/679 (GDPR) and any legislation at the EU level or national level in any jurisdiction currently part of the European Economic Area. Notwithstanding with the foregoing, the Customer shall comply with Password.ly’s data processing and privacy policy available at: https://password.ly/privacy.
10.3 Surviving Provisions. All emails built and/or sent by or on behalf of Customer using the Service must include a built-in unsubscribe link. Clicking unsubscribe links in the Service will flag an email address of a contact in Customers database as an “Opt-Out“ and prevent sending of email to that contact email address in the future. Password.ly subscribes to major feedback loops and automatically unsubscribes all recipients who have registered complaints if and when Password.ly has sufficient information to do so.
11. GENERAL PROVISIONS
11.1 Force Majeure. Neither Party shall be in default if a failure to perform any obligation hereunder is caused solely by supervening conditions beyond that Partys reasonable control, including acts of God, civil commotion, strikes, labor disputes and governmental demands or requirements. When a Partys delay or non-performance continues for a period of five (5) days or more, the other Party may terminate this Agreement without penalty. Any prepaid amounts shall be refunded on a prorated basis.
11.2 Relationship of the Parties. The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties.
11.3 No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
11.4 Notices. Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing (email is acceptable) and delivered to the addresses set forth on the Order Form for each Party and shall be deemed to have been delivered upon the date of delivery.
11.5 Waiver and Cumulative Remedies. No failure or delay by either Party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a Party at law or in equity.
11.6 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
11.7 Assignment. Customer may not assign, sublicense, or transfer this Agreement, the Service, any right to maintenance and/or support, or any rights or obligations hereunder without prior written consent of Password.ly. Any such purported assignment, sublicense, or transfer shall be null and void. Password.ly may terminate this Agreement in the event of any such attempted assignment, sublicense, or transfer upon written notice to Customer.
11.8 Governing Law; Venue. Unless agreed otherwise in the Order Form, this Agreement, and any disputes arising out of or related here to, shall be governed exclusively by the laws of the Republic of Latvia without regard to its conflicts of laws rules. The federal and provincial courts located in Republic of Latvia shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each Party hereby consents to the exclusive jurisdiction of such courts.
11.9 Entire Agreement. This Agreement, including the Password.ly Privacy Policy, the Data Processing Agreement constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing that specifically references this Agreement and is signed by the Party against whom the modification, amendment or waiver is to be asserted. Notwithstanding any language to the contrary therein, no terms or conditions stated in any Customer purchase order or in any other Customer order documentation shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.
11.10 Order of Precedence. To the extent of any conflict, ambiguity or inconsistency between the provisions in the body of this Agreement and absent an express statement of exclusion of a particular provision of another document or an express statement that one provision in another document takes precedence over another or applies notwithstanding the other (in which case, the express statement of exclusion, precedence or application shall first be given effect), the terms of such documents shall prevail in the following descending order of precedence: (i) the Data Processing Agreement and Password.ly Privacy Policy, (ii) the Order Form with respect to the terms pertaining to the Subscription Term, the Effective Date, Number of Users, billing, pricing, Services description and choice of Governing Law, and (iii) these Subscription Terms of Service.