Privakey End User Terms

Thank you for using PrivaKey authentication services, applications and associated software (collectively, “PrivaKey Authentication Services” or the 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, “Probaris” and “PrivaKey” refers to Probaris Technologies, Inc., with offices at 630 Freedom Business Center, Suite 300,
King of Prussia, PA United States, unless set forth otherwise in additional terms applicable for a given capability. We may refer to “PrivaKey” or “Probaris” as “we”, “our”, or “us” in the Terms.

1.   Definitions

1. “Privakey” refers to all services, software and ancillary assets provided by Probaris to support the PAS.
2. “End User” means the user who has signed up to use Privakey services. We may refer to “End User” as “customer” or “you” in the terms.
3. “Relying Party” means a company or entity that has enabled PrivaKey Authentication.
4. “End User Data” means any information or data about an End User that is supplied to Privakey by the end user in conjunction with the End User’s use of PrivaKey and any data generated by the End User’s use of the PAS.
5. “End User Personal Data” means and End User Data that is considered sensitive, as defined in the Privakey Privacy Policy
6. “Privakey apps” refers to all Privakey proprietary software applications provided to End Users to access the PAS and any released updates or patches.

2.   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.

3.   General Use of the Privakey Authentication Services

1. Use
   While using Privakey you comply with (and not knowingly enable violation of) any applicable law, regulation, and these Terms.

2. 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. Use of open source software is listed in the documentation. 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.

3. 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.

4. 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.

4.   Your PrivaKey Authentication Services Relying Party / Parties

1. PrivaKey Monitoring
   PAS is designed to enhance your use of Relying Party 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 without notice if we reasonably believe that you are in violation of the Terms.

2. 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.

6.   Privacy and Copyright Protection

1. 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.
2. Your use of PrivaKey is considered confidential. As long as your use of PrivaKey does not breach any applicable law, regulation or Term, we will not release any End User Personal data associated with your account or your use of our services.  End User Data not deemed End User Personal Data is used to furnish the services offered by PrivaKey and will only be released if the furnishing of these services requires its release.

7.  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.

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.

8.   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.

9.   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 Administration 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. 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.