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Privakey Relying Party Terms

 

Thank you for signing up to use Privakey authentication services, applications and associated software (collectively, “Privakey Authentication Services” or PAS). By accessing or using our PAS, you are agreeing to the terms below. If there is a conflict between these terms and additional terms applicable to a given service, the additional terms will control for that conflict. Collectively, we refer to the terms below, any additional terms, terms within the accompanying documentation, and any applicable policies and guidelines as the “Terms.” You agree to comply with the Terms and that the Terms control your relationship with us. So please read all the Terms carefully.

Under the Terms, “Privakey” refers to Privakey, Inc., with offices at 1880 JFK Boulevard, Philadelphia, PA, United States, unless set forth otherwise in additional terms applicable for a given capability. We may refer to “Privakey” as “we”, “our”, or “us” in the Terms.

  1. Account and Registration
    1. Accepting the Terms

      You may not use PAS and may not accept the Terms if (a) you are not of legal age to form a binding contract with Privakey, or (b) you are a person barred from using the PAS under the applicable laws of the United States or other countries including the country in which you are resident or from which you use PAS.

    2. Entity Level Acceptance

      If you are using PAS on behalf of an entity, you represent and warrant that you have authority to bind that entity to the Terms and by accepting the Terms, you are doing so on behalf of that entity (and all references to “you” in the Terms refer to that entity).

    3. Registration

      In order to access PAS you may be required to provide certain information (such as identification or contact details) as part of the registration process or as part of your continued use of the PAS. Any registration information you give to Privakey will always be accurate and up to date and you’ll inform us promptly of any updates.

  2. Fees and Payment
    1. Fees

      You agree to pay usage fees as described in Privakey’s fee structures as outlined on privakey.com and during Relying Party Registration at the point of you enrollment. The Pricing Terms agreed to during registration are binding until both Privakey and you agree to different terms.

    2. Payment Terms

      Privakey processes payments for incurred fees Monthly on, or near the date you signed up. For example, if you registered as a PAS on March 4 you will be billed on the 4th of each subsequent month. The payment information you entered during registration will be charged on this date for the full amount due. If a payment is not made or a credit charge fails, your account is subject to suspension until past due amounts are remitted.

      Fees are payable in US dollars. Obligations cannot be canceled and fees paid are non-refundable.

    3. Fee Disputes

      You must notify Privakey in writing within 45 days of a charge if you dispute any fees levied under this Agreement. Privakey will contact you to resolve the dispute.

    4. Promotional and Marketing Use

      In the course of promoting, marketing, or demonstrating the PAS, Privakey may produce and distribute incidental depictions, including screenshots, video, or other content from your Relying Party, and may use your company or product name. You grant us all necessary rights for the above purposes.

  3. Using Privakey Authentication Services
    1. Your End Users

      You will require your end users to comply with (and not knowingly enable violation of) applicable law, regulation, and the Terms.

    2. Compliance with Law, Third Party Rights, and Other Affiliated Terms of Service

      You will comply with all applicable law, regulation, and third party rights (including without limitation laws regarding the import or export of data or software, privacy, and local laws). You will not use Privakey Authentication Services to encourage or promote illegal activity or violation of third party rights. You will not violate any other terms of service with Privakey (or its affiliates).

    3. Permitted Access

      You will only access (or attempt to access) PAS by the means described in the PAS documentation. If Privakey assigns you developer credentials (e.g. client IDs), you must use them to access PAS. You will not misrepresent or mask either your identity or your PAS Client’s identity when using the PAS.

    4. Privakey Authentication Limitations

      Privakey sets and enforces limits on your use of the PAS (e.g. limiting the number of authentication requests that you may make or the number of users you may serve) during the enrollment process. You agree to, and will not attempt to circumvent, such limitations. If you would like to use Privakey beyond these limits, you must obtain our express consent. To seek such approval, contact Privakey Support for information.

    5. Open Source Software

      Some of the software required by or included in PAS may be offered under an open source license. Open source software licenses constitute separate written agreements. To the limited extent the open source software license expressly supersedes the Terms, the open source license instead sets forth your agreement for the use of the applicable open source software.

    6. Communication with Privakey

      We may send you certain communications in connection with your use of PAS. Please review the applicable PAS documentation for information about opting out of certain types of communication.

    7. Feedback

      If you provide feedback or suggestions about Privakey Authentication Services, then we (and those we allow) may use such information without obligation to you.

    8. Non-Exclusivity

      The Terms are non-exclusive. You acknowledge that Privakey may develop products or services that may compete with the Clients or any other products or services.

  4. Your Privakey Authentication Services Relying Party / Parties
    1. Privakey Monitoring

      PAS is designed to help you enhance your websites and applications (“Relying Parties”). YOU AGREE THAT PRIVAKEY MAY MONITOR USE OF PAS TO ENSURE QUALITY, IMPROVE OUR PRODUCTS AND SERVICES, AND VERIFY YOUR COMPLIANCE WITH THE TERMS. You will not interfere with this monitoring. Privakey may use any technical means to overcome such interference. Privakey may suspend access to the PAS by you or your Client without notice if we reasonably believe that you are in violation of the Terms.

    2. Ownership

      Privakey does not acquire ownership in your Relying Parties, and by using our PAS, you do not acquire ownership of any rights in our PAS or the content that is accessed through our PAS.

    3. User Privacy and API Clients

      You will comply with all applicable privacy laws and regulations including those applying to PII. You will provide and adhere to a privacy policy for your Relying Party that clearly and accurately describes to users of your service what user information you collect and how you use and share such information.

  5. Prohibitions and Confidentiality
    1. PAS Prohibitions

      When using the PAS, you may not (or allow those acting on your behalf to):

      1. Sublicense an API for use by a third party. Consequently, you will not create an API Client that functions substantially the same as the APIs and offer it for use by third parties.
      2. Perform an action with the intent of introducing to Privakey products and services any viruses, worms, defects, Trojan horses, malware, or any items of a destructive nature.
      3. Defame, abuse, harass, stalk, or threaten others.
      4. Interfere with or disrupt the PAS or the servers or networks providing the PAS
      5. Reverse engineer or attempt to extract the source code from the PAS or any related software, except to the extent that this restriction is expressly prohibited by applicable law.
      6. Use the PAS for any activities where the use or failure of the PAS could lead to death, personal injury, or environmental damage (such as the operation of nuclear facilities, air traffic control, or life support systems)
      7. Remove, obscure, or alter any Privakey terms of service or any links to or notices of those terms.
    2. Confidential Matters
      1. Developer credentials (such as Privakey tokens, client IDs and secrets) are intended to be used by you and identify your PAS Relying Party. You will keep your credentials confidential and make reasonable efforts to prevent and discourage other PAS Relying Parties from using your credentials. Developer credentials may not be embedded in open source projects.
      2. Our communications to you and our PAS may contain Privakey confidential information. Privakey confidential information includes any materials, communications, and information that are marked confidential or that would normally be considered confidential under the circumstances. If you receive any such information, then you will not disclose it to any third party without our prior written consent. Privakey confidential information does not include information that you independently developed, that was rightfully given to you by a third party without confidentiality obligation, or that becomes public through no fault of your own. You may disclose Privakey confidential information when compelled to do so by law if you provide us reasonable prior notice, unless a court orders that we not receive notice.

  6. Brand Features; Attribution
    1. Brand Features

      “Brand Features” is defined as the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party. Except where expressly stated, the Terms do not grant either party any right, title, or interest in or to the other party’s Brand Features.

    2. Attribution

      You agree to display any attribution(s) required by Privakey as described in the documentation for the PAS. Privakey hereby grants to you a nontransferable, nonsublicenseable, nonexclusive license while the Terms are in effect to display Privakey’s Brand Features for the purpose of promoting or advertising that you use the PAS. You must only use the Privakey Brand Features in accordance with the Terms and for the purpose of fulfilling your obligations under this Section. In using Privakey’s Brand Features, you must follow any documented guidelines to the best of your ability. You understand and agree that Privakey has the sole discretion to determine whether your attribution(s) and use of Privakey’s Brand Features are in accordance with the above requirements and guidelines.

    3. Publicity

      You will not make any statement regarding your use of an PAS which suggests partnership with, sponsorship by, or endorsement by Privakey without Privakey’s prior written approval.

  7. Privacy and Copyright Protection
  8. By using the PAS, Privakey may use submitted information in accordance with our privacy policies.

  9. Termination
    1. Termination

      You may stop using PAS at any time with or without notice. Further, if you want to terminate the Terms, you must provide Privakey with prior written notice and upon termination, cease your use of the PAS. Privakey reserves the right to terminate the Terms with you or discontinue your access to the PAS or any portion or feature or your access thereto for any reason and at any time without liability or other obligation to you.

    2. Your Obligations Post-Termination

      Upon any termination of the Terms or discontinuation of your access to PAS, you will immediately stop using the PAS and cease all use of the Privakey Brand Features. Privakey may independently communicate with any Privakey end-user whose account(s) are associated with your Client and developer credentials to provide notice of the termination of your right to use PAS.

    3. 8.3 Surviving Provisions

      When the Terms come to an end, those terms that by their nature are intended to continue indefinitely will continue to apply.

  10. Liability for the PAS
    1. WARRANTIES
      1. EXCEPT AS EXPRESSLY SET OUT IN THE TERMS, NEITHER PRIVAKEY NOR ITS SUPPLIERS OR DISTRIBUTORS MAKE ANY SPECIFIC PROMISES ABOUT THE PAS. FOR EXAMPLE, WE DON’T MAKE ANY COMMITMENTS ABOUT THE CONTENT ACCESSED THROUGH THE PAS, THE SPECIFIC FUNCTIONS OF THE PAS, OR THEIR RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS. WE PROVIDE THE PAS ”AS IS”.
      2. SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, LIKE THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. EXCEPT AS EXPRESSLY PROVIDED FOR IN THE TERMS, TO THE EXTENT PERMITTED BY LAW, WE EXCLUDE ALL WARRANTIES, GUARANTEES, CONDITIONS, REPRESENTATIONS, AND UNDERTAKINGS.
    2. LIMITATION OF LIABILITY

      WHEN PERMITTED BY LAW, PRIVAKEY, AND PRIVAKEY’S SUPPLIERS AND DISTRIBUTORS, WILL NOT BE RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA; FINANCIAL LOSSES; OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.

      TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF PRIVAKEY, AND ITS SUPPLIERS AND DISTRIBUTORS, FOR ANY CLAIM UNDER THE TERMS, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT YOU PAID US TO USE THE PAS DURING THE SIX MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY.

      IN ALL CASES, PRIVAKEY, AND ITS SUPPLIERS AND DISTRIBUTORS, WILL NOT BE LIABLE FOR ANY EXPENSE, LOSS, OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.

    3. Indemnification

      Unless prohibited by applicable law, if you are a business, you will defend and indemnify Privakey, and its affiliates, directors, officers, employees, and users, against all liabilities, damages, losses, costs, fees (including legal fees), and expenses relating to any allegation or third-party legal proceeding to the extent arising from:

      – your misuse or your end user’s misuse of the PAS; or

      – your violation or your end user’s violation of the Terms.

  11. General Provision
    1. Modification

      We may modify the Terms or any portion to, for example, reflect changes to the law or changes to our PAS. You should look at the Terms regularly. We’ll post notice of modifications to the Terms within the documentation of the PAS, to this website, and/or in the Privakey Relying Party console. Changes will not apply retroactively and will become effective no sooner than 30 days after they are posted. But changes addressing new functions for the PAS or changes made for legal reasons will be effective immediately. If you do not agree to the modified Terms for the PAS, you should discontinue your use of the PAS. Your continued use of the PAS constitutes your acceptance of the modified Terms.

    2. U.S. Federal Agency Entities

      The PAS was developed solely at private expense and is commercial computer software within the meaning of the applicable U.S. Federal Acquisition Regulation and agency supplements thereto.

    3. General Legal Terms

      We each agree to contract in the English language. If we provide a translation of the Terms, we do so for your convenience only and the English Terms will solely govern our relationship. The Terms do not create any third party beneficiary rights or any agency, partnership, or joint venture. Nothing in the Terms will limit either party’s ability to seek injunctive relief. We are not liable for failure or delay in performance to the extent caused by circumstances beyond our reasonable control. If you do not comply with the Terms, and Privakey does not take action right away, this does not mean that Privakey is giving up any rights that it may have (such as taking action in the future). If it turns out that a particular term is not enforceable, this will not affect any other terms. The Terms are the entire agreement between you and Privakey relating to its subject and supersede any prior or contemporaneous agreements on that subject. For information about how to contact Privakey, please visit our contact page.

      Except as set forth below: (i) the laws of Pennsylvania, U.S.A. will apply to any disputes arising out of or related to the Terms or the PAS and (ii) ALL CLAIMS ARISING OUT OF OR RELATING TO THE TERMS OR THE PAS WILL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR COMMONWEALTH COURTS OF PHILADELPHIA, PENNSYLVANIA, USA, AND YOU AND PRIVAKEY CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS.

      If you are accepting the Terms on behalf of a United States federal government entity, then the following applies instead of the paragraph above: the laws of the United States of America, excluding its conflict of laws rules, will apply to any disputes arising out of or related to the Terms or the PAS. Solely to the extent permitted by United States Federal law: (i) the laws of the COMMONWEALTH OF PENNSYLVANIA will apply in the absence of applicable federal law; and (ii) FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE TERMS OR THE PAS, THE PARTIES CONSENT TO PERSONAL JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE COURTS IN PHILADELPHIA, PENNSYLVANIA.

      If you are accepting the Terms on behalf of a United States city, county, or state government entity, then the following applies instead of the paragraph above: the parties agree to remain silent regarding governing law and venue.