Online Subscriber terms

If you subscribe to our services online (whether you pay or use our free service, and whether you have one or multiple subscriptions) these terms apply.

If you subscribe to our services online (whether you pay or use our free service, and whether you have one or multiple subscriptions) these terms apply.  Where we refer to ‘you’, ‘your’ we mean the individual signing up to these terms; where we refer to a ‘user’ we mean someone you have allowed to use a subscription to access and use our services (which may include you). If you have multiple subscriptions, you must make sure that your users comply with these terms and will be responsible for the things they do, forget or fail to do in relation to our services and references in here for you to do or not do something imply an obligation on you to ensure that users do or do not do that thing too. 

Please read these terms carefully.  If you or a user work for one of our direct competitors then you and they are not permitted to access our services or associated software without our permission.  We also do not allow access to our services and software for competitive or benchmarking purposes, to determine if they are within the scope of a patent, or to evaluate or monitor their functionality, availability or performance.

1. Subscriptions, cancellation and suspension

1.1. You must be 16 or over to use our services. We will provide you with access as soon as registration is completed or as soon as we have accepted your order (if you are paying).  Subscriptions can only be used for business purposes (unless you are subscribing as a consumer for your own personal use, see more on that further down).  Access rights are licensed not sold.

1.2. Subscriptions start on the day registration or purchase is completed and continue until they are terminated.  When registering please choose the most appropriate email address as your Egress ID.  If an Egress ID uses a work email address and that company talks to us about purchasing a business account, then we may share limited details about accounts using that company’s work email addresses.  If that company purchases a business account, any account using its work email addresses as Egress ID’s may become part of its business account and details about their use may become accessible to that company’s administrative users.  If this happens you may ask for a refund of any fees you paid relating to the period after transfer.

1.3. If you have a business account, you must not authorise more users than the number of subscriptions purchased.  Your subscriptions cannot be shared or used by more than one user.  They can be permanently re-assigned to a new user. You are responsible for the acts and omissions of your users and for all actions carried out through use of your subscriptions (regardless of whether authorised by you) unless they are caused by our breach of these terms.  You must notify us promptly if you are aware of unauthorised use of a subscription.  If you purchase additional subscriptions for a business account these will co-terminate with the original subscriptions. Fees will be adjusted accordingly. Additional subscriptions may be added during the first 11 months of each annual subscription period (they cannot be added at renewal as this simply relates to renewal of subscriptions then live on your account).

1.4. If you wish to cancel a subscription you must email support@egress.com (just stopping using our services will not end your subscription).  You can cancel paid for subscriptions within 14 days of the date that you completed the relevant purchase.  Free subscriptions can be cancelled at any-time by notice to us.  If you pay for your subscription(s) and check the box to auto-renew them, remember that they will auto-renew and that you will remain responsible for payment of the related fees.  If you do not want them to auto-renew it is important that you remember to provide notice to us at least 14 days before they auto-renew (if you have a single subscription account) or 60 days before they auto-renew (if you have a multiple subscription account).  Irrespective of when you give us notice subscriptions(s) continue until the end of their current subscription period.  Payments are non-refundable unless required by law or set out in these terms. We can terminate your subscription at any time by giving you 30 days’ notice. If we do we will refund any relevant fees to you for services not provided after termination (unless we are terminating as a result of something relating to you under Section 1.5).

1.5. We can suspend or terminate your subscription(s) without notice if you breach these terms (including non-payment) or if your (or a user’s) use poses a security risk, or if we are required to do so in response to a legal or regulatory requirement, or an emergency.

1.6. Sometimes we need to let you know about things to do with the services you subscribe to (e.g. faults, incidents, outages, ways you can use them better, things you may need to do to continue to use them, information about how you use them, tools, and free of charge releases).  We may do this electronically (e.g. email or within the service itself). 

2Using our services

2.1. We will provide our services as they are described on our website “as is”. You are responsible for making sure your and your users’ devices work with them and for installing updates we and other relevant software vendors provide free-of-charge.  As our services are provided over the Internet we do not promise they will be available 100% of the time or that they will be error-free or meet your expectations.  Access is permitted on a temporary basis.

2.2. We will maintain the security of our services. The measures we take will balance technical developments, the nature of our services, how much the measures cost, the type of processing activities we carry out, and the risks to yours and other individuals’ rights under law.  You can find out high level details here.  To comply with our legal obligations, we may carry out digital forensic investigations in relation to our services. 

2.3.  We need to be able to process, store and display your Content so you can use our services.  You allow us to do this (and grant us the rights to do so).  We do not have to pay for this licence.

2.4. You must look after your Egress ID, password and any other security credentials you use to access our services.  Make sure they are not lost or stolen and do not share them with others.  Except where caused by our breach of these terms, you are responsible for all activity using your subscription so notify us promptly if you suspect anything. 

2.5. You agree to comply with applicable law when using our services.  Check out our AUP.  There is generally a line and we think you will know if you are going to cross it.  Make sure you have the right to transfer the Content that you upload, send or share using our services, and do not do anything illegal.  You also need to ensure that you use the classification, access controls and other tools provided by our services correctly and consistently to protect your Content. 

2.6. If you are an admin user on behalf of a business you may have additional visibility over your users’ accounts – make sure you use this properly.  If you are a user within a business account, remember that your company’s admin users can see activity within your account.

2.7. Support. Email support@egress.com or use the chat service on our website between 9am – 6pm UK time (Mon-Fri excluding UK bank and public holidays).  Note our End of Support Policy here.  You are responsible for any and all customer-side configuration of our services directed by us (including following a support request).

2.8. Free service restriction.  You have 25 credits.  Credits are used each time a free user opens an email you send (so if you send an email to 5 free users, you will use 5 credits). Credits are not used when sending emails to paying users. When all credits are used you will need to upgrade to a paid subscription to keep sending emails to free users.

2.9. Testing. You shall not perform any technical security integrity review, penetration test, load test, denial-of-service simulation or vulnerability scan on our software and/or services, or allow any third-party to do so on your behalf. 

3. Processing your Content

3.1. Your Content (the data, text, audio, video, images and other materials transferred, stored, shared or hosted on or through our services by you) is yours and you tell us what to do with it.  You are responsible for its legality, reliability and accuracy.  We have summarised how and why we process this data below in Section 4.

3.2. These terms together with how you use our services and the contact you have with us tells us how you want your Content to be processed. You must make sure your instructions are legal (whilst we will immediately inform you if in our view they are not, we are not obliged to perform a comprehensive legal examination of them).

3.3. Our Technical Services engineers may require access to administrative functions during onboarding and configuration of the services. This will be revoked once services are deployed.

3.4. Your Content will be stored by us in either the UK or the US (where it is stored may be determined by your IP address, the country that you select when creating your Egress ID or, if you use a business email address as your Egress ID the location of the business that owns that domain) .  People you send or share Content with are able to access it anywhere in the world.  We do not control or limit the locations from which you and they may access it. You must ensure that the services and software are not used in any country with data localization laws that would require your Content to be hosted in that country.

3.5. If there is a data breach involving our service that puts your Content at risk we will be in touch with you without undue delay.  We will let you know the information we have about the breach (e.g. the nature of it, the type of Content affected and the steps we have, or are, taking to address it).  You will provide us with reasonable assistance in investigating its cause.

3.6. We may be required by law to disclose information about you or your Content. We will try to make sure that requests for disclosure of your Content are directed to you and we may share your contact information to enable a  requesting party to do this.  If we are legally compelled to disclose then, if we are allowed, we will let you know so you can seek a remedy to protect any disclosure.  You can find out more in our public policy on this here.

3.7. If personal data in your Content is transferred outside of the European Economic Area (or if Brexit occurs, the UK) then we will make sure that one or more of the approved legal measures are taken to protect the rights that you and other individuals may have in it.

4. Description of processing

4.1. A detailed description of how data and your Content is processed by our services is described in our Privacy Policy.  This table provides a brief description of the processing of your Content:

Processing

What this means

Subject Matter

Our service enables you to tell us to process your Content.

Duration

Your Content is only processed by us if you send, share or store it in our service.

Purpose

We provide our service to allow you to send, share and store your Content securely.

Nature

We provide electronic services enabling you to securely send, share and store your Content.

Types of data

You decide what information you send, share and store in our services and who has access to it.

Data subjects

You decide who you send and share information with through our services.

 

4.2. The technical processing and transmission of Content is fundamentally necessary to the use and provision of the Services and you therefore expressly acknowledge the interception and storage of Content as needed to provide the Services.

5. Data Protection

5.1. You may have rights by law in personal data that we hold or process, see here for details. 

5.2. There are specialist companies involved in delivering our services, see here. You confirm we can use them. We provide a way for you to stay up-to-date with changes we make to these companies on that page. We are responsible for the things they do, forget or fail to do, and we have a written agreement with them to make sure they can be held to account.  Some functionality in our Secure Workspace service may be subject to third-party privacy terms depending on how you choose to use it - see more here.

5.3. Only employees and contractors involved in delivering our service to you will be involved in managing the systems that process your Content. They are subject to contractual or professional duties of confidentiality.  We are responsible for the things they do or fail to do.

5.4. We provide details on how data created and processed by our services is kept, deleted and why in our Retention Policy.  Depending on the permissions you grant, people who have received your Content from you may continue to be able to view and share it through their account after you close yours.  Do not forget to download decrypted copies of information you want before closing your account.  If you do not you will not be able to access it after closing it.

5.5. We collect, create and process other data as part of our relationship with you (e.g. information to help us manage our relationship with you, or to ensure our services are operating correctly).  We own and decide how this data is processed. Read more about this in our Privacy Policy.  We may use third-party platforms and services (they will not have access to data for their own purposes) and any transfers to them will be appropriately protected.

6. Ownership

6.1. We own our services (and all rights, title and interest in and to them).  Sometimes these rights may belong to other companies in our group, or third-parties who let us use them (and to allow you to do so). We also own the rights in any documentation, developments, software code, changes, updates and new versions of them, and to hardware, software and other items used to provide or access them (including any developed or created in response to your request).  Unless we describe a right for you to use them in these terms, you are not granted such rights.

6.2. We allow you to access and use our services (and to download and use 1 copy of software that we make available to do so).  This right is also granted to each user. Our services may contain software licensed to us by third-parties and your use of this is subject to these terms.

6.3. Unless you are allowed to by law, do not do anything with our software that we have not said is ok.  Check our AUP for more information about this. 

6.4. If you give us any ideas about changes or improvements to what we do then that is really kind and appreciated!  We will to consider them and use them at our discretion (which means legally that you grant us a fully-paid up, royalty free, worldwide, perpetual, irrevocable, transferable, sub-licensable (including through multiple tiers) right to use, modify, distribute and incorporate them into our software and services without payment or attribution of any kind).

6.5. There is some clever stuff in our software and services that is protected by law which may include patents.  Some public details of those are here.  Egress® and the power button logo are trademarks of us and our group.  Do not use them unless we have said it is ok to do so.

7. Confidentiality

7.1. We may find out information about each other that is not publicly known. This includes information that one of us marks as confidential, or which should reasonably be considered confidential, such as details explaining how our technology works, what we are thinking of developing, audit reviews, how we work and so on.  We each agree that each other’s confidential information must kept confidential and only used as set out below.

7.2. Confidential Information can be used for the purposes described in these terms.  It can also be disclosed to people who need to know if for the purposes of these terms (as long as they have agreed to keep it confidential themselves).  It can also be disclosed if required by law.

7.3. Information may not be confidential, or may stop being confidential.  This could happen where: (i) we already knew when you told us; (ii) becomes public knowledge after you tell us; (iii) we are told by someone else who is not bound by confidentiality to you; or (iv) we develop without relying on what you told us, then it will not be confidential. The same goes for information that we tell you.

8. Responsibility and Liability

8.1. We do not exclude or limit our liability where it would be unlawful to do so.  This commitment takes priority over anything else written below.  Some jurisdictions may not allow the exclusions or limitations set out below and so they may not apply to our relationship with you.  In such circumstances, our liability for such damages will be limited to the greatest extent permitted by applicable law in that jurisdiction.  

8.2. We make our services and software available “as is” (i.e. as they are, as they come).  This means we disclaim all guarantees, conditions, warranties and representations (including those implied or referred to by law, such as those relating to merchantability, satisfactory quality, fitness for purpose and non-infringement).

8.3. YOU ACCEPT WE HAVE NO CONTROL OVER THE CONTENT TRANSMITTED TO OR FROM THE SERVICES AND THAT WE DO NOT ORDINARILY EXAMINE THE USE TO WHICH YOU OR OUR OTHER CUSTOMERS PUT THE SERVICES OR THE NATURE OF THE CONTENT SENT OR RECEIVED WHILST USING THE SERVICES.  WE THEREFORE EXCLUDE ALL LIABILITY OF ANY KIND ARISING FROM THE TRANSMISSION OR RECEIPT OF CONTENT OR OTHER INFORMATION OF WHATEVER NATURE THROUGH THE SERVICES TO THE FULLEST EXTENT PERMISSIBLE BY LAW.  WE ARE NOT RESPONSIBLE FOR DELAYS, DELIVERY FAILURES OR OTHER LOSS OR DAMAGE RESULTING FROM THE TRANSFER OF DATA OVER COMMUNICATIONS NETWORKS AND FACILITIES WHICH ARE NOT OWNED BY US OR UNDER OUR DIRECT CONTROL (INCLUDING THE INTERNET) AND YOU ACKNOWLEDGE THAT THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS AND ISSUES INHERENT TO THE USE OF SUCH COMMUNICATION FACILITIES.

8.4. WE ARE NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE AND WHETHER OR NOT WE WERE AWARE OF IT (I) ARISING OUT OF USE OR INABILITY TO USE CONTENT OR OUR SERVICES, OR USE OR RELIANCE ON CONTENT; (III) FOR LOSS OF PROFITS, SALES, BUSINESS OR REVENUE, BUSINESS INTERRUPTION, ANTICIPATED SAVINGS, BUSINESS OPPORTUNITY, GOODWILL OR REPUTATION, WHETHER DIRECT OR INDIRECT, OR FOR ANY OTHER SPECIAL OR  CONSEQUENTIAL LOSS OR DAMAGE.  In respect of all other liability, our total liability to you arising in connection with these Terms shall be limited in the aggregate to THE GREATER OF (A) £1,000; OR (B) THE FEES PAID BY YOU TO US IN THE 12 MONTHS PRIOR TO YOUR CLAIM.

8.5. Sometimes things happen that are outside our control (e.g. problems with the Internet, third-party software, services and hardware, epidemics, pandemics, and other similar causes and incidents).  We will not be responsible for these provided we try to avoid or remove the cause where we can. 

9. Other terms (towards the end but still important)

9.1. Sometimes things change (e.g. if we have been brought or part of our business has been sold).  If this happens, we reserve the right to transfer our rights and responsibilities under these terms to the buyer, and we will make sure that any transfer will not affect your rights under these terms.  We may also provide information to a company that is looking at purchasing or investing in us (or part of our business).

9.2. You cannot assign or transfer your agreement with us to someone else.  These terms are only between the two of us.  No-one else has rights to enforce them.

9.3. Each of these terms operates separately (meaning if something is found to be wrong or cannot be enforced or relied upon then only that bit will be removed, the rest will remain in force).

9.4. Just because a right under these terms is not exercised fully, immediately or timely, or on a particular occasion, does not mean it will never be used.  Waivers must be signed and in writing.

9.5. Everything that applies to your use of our services is set out in these terms.  Documents or policies referred or linked to form part of these terms by reference.  Neither of us relies on anything that is not set out in these terms.  You will not have a claim for innocent or negligent misrepresentations or negligent mis-statements. Nothing in this Section excludes or limits liability for fraud or fraudulent misrepresentation.  This Section does not apply if you are a consumer (more on that below).

9.6. We can change these terms at any time by posting a new version here.  They will take effect 30 days after the date that the new terms are posted.  Continued use after the 30 day period has expired shall mean that you accept the changes. The wording of this Section is slightly different if you are a consumer (more on that below). 

9.7. We can change or withdraw the functionality of our services at any time.  Continued use after changes shall mean that you accept the changes. The wording of this Section is slightly different if you are a consumer (more on that below).

9.8. We respect others’ intellectual property just as we expect others to respect ours.  If you think your rights are being infringed, let us know (you can use this form if you are in the USA).  We reserve the right to remove infringing content and to disable accounts associated with it.

9.9. You confirm that you have not been offered or otherwise received any illegal or improper bribe, payment, gift or other item, thing or experience of value from any of our employees.  If you identify any such thing you must notify us promptly at legal@egress.com.

9.10. You are responsible for compliance with all import, reimport, export, re-export, sanctions, anti-boycott laws and other regulations that apply to your, use of our services (including the transfer and processing of Content, and the region in which any of those occur).  You warrant and represent that: (i) you will not use, or permit any other party to use the services (or associated software) for the transfer or sharing of dual use items, munitions, or other items subject to export controls and sanctions; (ii) you and any business that you are subscribing on behalf of are not (and neither is any party that directly or indirectly owns or controls such business) subject to sanctions or designated on any list of prohibited or restricted parties (including any maintained by the UN Security Council, the US, the UK, the EU or any member state, or other applicable government authority); (iii) you will not transfer, and will not permit any other party to transfer, our services or software (or any right of access or use), or use them in or for the benefit of, or to transfer Content to, an embargoed country or prohibited or restricted party, or restricted end users or uses; and (iv) you will not re-export to China, Russia or Venezuela, or re-transfer to a military end user or for military end use (including by a state owned enterprise), any items on the USML or Wassenaar Munitions List or items classified under ECCNs in A018 or in a 600 series, or any item that supports or contributes to the operation, installation, refurbishing, development or production of these items. If you subscribe through an app store, you agree to register with us before use of our services and agree to allow us to terminate these terms and your use of our services if you breach any part of this Section.  All payments must be in funds and through banking channels not blocked or frozen by any authority.  We are not responsible for any name or end use screening on your behalf.

9.11. If you are a business customer, you hereby affirm your compliance with any applicable laws relating to the prohibition on modern slavery. You confirm (a) that you have read, are familiar with and shall not perform an act or omission which is in contravention with, the letter or spirit of such laws; and (b) you carry out regular, meaningful and comprehensive due diligence procedures and have internal policies in place to address any suspected human rights abuse in your business where applicable.

10. Who we are and notices

10.1. Who your contract is with depends on where you are:     

Where you are when you register

Egress Software Technologies Group company (and address for notices)

The law that applies to these Terms

Where claims under these Terms can be filed and heard

USA

Egress Software Technologies, Inc. (a Massachusetts corporation, ID number 001158155) Suite 2, Level 3, 268 Summer Street, Boston, MA 02210, United States

State of Delaware

Boston, Massachusetts

Canada

Egress Software Technologies Inc. (an Ontario corporation, number 885902-7), Suite A304, 11685 Yonge Street, Richmond Hill, L4E 0K7, Ontario, Canada

Province of Ontario

Province of Ontario

The Netherlands, Belgium or Luxemburg

Egress Software Technologies Limited (registered number 06393598, registered as a foreign legal entity on the Dutch Chamber of Commerce) CCI: 74110462, Oval Tower, De Entrée 99-197, 1101 HE Amsterdam, The Netherlands

Dutch law

Netherlands

Rest of the World

Egress Software Technologies Limited (registered number: 06393598) 12th Floor, The White Collar Factory, 1 Old Street Yard, London, EC1Y 8AF, UK.  VAT number: 921 4606 46

England and Wales

England and Wales

Contact details can be found at www.egress.com/contact-us.  Our online services are provided by Egress Software Technologies Limited for and on behalf of the other companies in our group. More information on our group can be found here.

10.2. We will use the information you provide when registering if we need to contact you or to serve a notice on you. We may use email to notify you of changes to these terms.  If you need to contact us or give us notice, use the details referred to above.  Notices are deemed sent 1 day after being sent by overnight courier, or 2 days after being sent by first class mail postage prepaid.  If you need to send us a legal notice you must send it to legal@egress.com and provide a copy by post to the relevant office.  Emails are deemed delivered at the time sent provided that no bounce-back or DNS is received.

11. Billing and Cancellation

11.1. Free service.  There is no charge for subscribers to our free service.  Please note the restrictions on credits referred to at Section 2.8 above.

11.2. Placing your order. Follow the onscreen prompts to complete your paid-for subscription(s).  You must provide a current, valid and accepted method of payment.  Remember if you checked the box to auto-renew your subscriptions they will auto-renew unless you opt-out or cancel, so unless you have done this at least 14 days (if you have a single subscription account) or 60 days (if you have a multiple subscription account)before your billing date, you authorise us to charge the relevant fee (together with applicable taxes) for the next billing cycle to your preferred payment method.

11.2. Correcting errors.  Our order process allows you to check and amend errors before completing it.  Please check carefully. You are responsible for ensuring your order is accurate.

11.3. Acceptance. You will be sent an email to confirm completion of your order.  If your order cannot be accepted,  you will be notified.

11.4. Billing cycle. The billing cycle is annual in advance (unless stated otherwise). Your payment date may change if, for example, a payment cannot be taken on the due date. You remain responsible for uncollected amounts, including if this happens as a result of a refused or failed payment.  If a payment is not successfully settled and you do not cancel your subscription, we may suspend access until payment is made. If you do not make any payment by the due date interest may be charged on the overdue amount at the rate of 3% a year above the Bank of England’s base from time to time, or the maximum amount permitted by law if lower. You must pay us interest together with any overdue amount.

11.5. Changes.  We may change our subscription plans and prices at any time.  Any changes will take effect during your next billing cycle.

11.6. Discounts.  From time to time we may offer promotional discounts.  These may be subject to additional terms, which by taking advantage of the discount, you accept.  Any promotional pricing or discount offered during an initial subscription will not apply to any renewal.

Alternative terms for UK and EU Individual Consumer Subscribers

Applicable if: you are a consumer in the UK or European Union (meaning you are an individual acting for purposes that are wholly or mainly outside your trade, business, craft or profession).

1.1. You must be 16 or over.  As soon as your registration or purchase is complete you can use our services.  Subscriptions can only be used for personal use and not for the benefit of anyone else and so anyone else who wants to use it must register separately (as you cannot transfer or share your subscription).  Access rights are licensed not sold.

1.4. If you wish to cancel your subscription you must email support@egress.com (just stopping using our services will not end your subscription).  Free subscriptions can be cancelled at any-time by notice to us.  If you pay for your subscription and check the box to auto-renew it, remember that it will auto-renew and that you will remain responsible for payment of the related fees.  It is important that you remember to provide notice to us at least 14 days before it auto-renews if you do not want it to. Your subscription will continue until the end of your current subscription period. Payments are non-refundable unless required by law or set out in these terms. We can terminate your subscription at any time by giving you 30 days’ notice.  If you are cancelling your subscription because: (a) we have told you about an upcoming big change to our services or these terms that we have notified you about and that you do not agree with (see Sections 9.6 and 9.7); (b) we have told you about an error in the pricing or description of a service and you do not wish to proceed with your order; (c) we have suspended the services for technical reasons for longer than 7 days; or (d) you have a legal right to cancel because of something we have done wrong, then we will refund you for any services not provided and you may be entitled to compensation.

1.5. We can suspend or terminate your subscription without notice if you breach these terms (including non-payment), or if your use poses a security risk, or if we are required to do so in response to a legal or regulatory requirement, or an emergency.  We will contact you in advance to tell you unless the problem is urgent or an emergency.  If we have to suspend the service for longer than 7 days you may contact us to cancel your subscription and we will refund any sums you have paid in advance for our service in respect of the period after you cancel.

8.4. There are a few parts to this, so please do bear with us and take time to read it:

(a) If we provide electronic content to you and it damages your device because we were not careful, then we will repair your device. This does not apply to Content you send, share or store, or that you receive from users of our services. 

(b) There are some things we do not accept that we will be responsible for.  These include: (i) damage which you could have avoided if you had followed our advice to apply an update (which, if it was an update to our software, we made available free of charge); (ii) damage caused by you failing to correctly follow installation instructions or to meet the technical requirements of our software or services; or (iii) loss of profit, loss of business, business interruption, or loss of business opportunity where you use our services for commercial, business or re-sale purposes.

(c) For all other damages and liability that it was obvious could occur if we did not comply with these terms, or that we both knew might happen, we will not be required to pay you more than the greater of (a) £1,000; or (b) the fees paid by you to us in the 12 months prior to your claim, as long as, in each case, we provide our services to you with reasonable care and in a timely manner. 

8.5. Sometimes things happen that are outside our control (e.g. problems with the Internet, third-party software, services and hardware, epidemics, pandemics, and other similar causes and incidents).  We will not be responsible for these provided we try to avoid or remove the cause where we can.  If the delay is likely to go on for some time you can contact us to end your contract with us and, if you pay for your subscription, we will refund you for any affected services that you have paid for but not yet received.

9.6. We can change these terms at any time by posting a new version here.  They will take effect 30 days after the date that the new terms are posted.  If the changes are big and not to your advantage, then we will let you know (either through our services or by email).  If you do not like the changes, then you need to cancel your subscription in the manner described in these terms and you may receive a refund of any sums you have paid in advance for our service in respect of the period after you cancel.  Continued use after the 30 day period has expired shall mean that you accept the changes and have no further right to cancel under this Section.

9.7. We can change or withdraw the functionality of our services at any time.  We can make a change that is to your advantage without telling you and you will have no right to cancel except as set out in these terms.  If we change our services in a significant way that impacts your use of them and causes you detriment, then you can cancel your subscription as described in these terms and receive a refund of any sums you have paid in advance for our service in respect of the period after you cancel (e.g. this may be withdrawal or major changes to key functionality of the services, but not to user experience or user interfaces).  Continued use of the services after we make any such significant changes shall mean that you accept them and have no further right to cancel under this Section.

Additional terms for Netherlands Subscribers

10.3. All disputes arising out of, or in connection with these terms and their subject matter or formation (including non-contractual disputes or claims) will be exclusively brought to the Amsterdam District Court following proceedings before the Chamber for International Commercial Matters (the NCC District Court). In addition, an action where an interim or protective measure is sought or another decision for which the court in summary proceedings is designated by law, may also be brought to the NCC's District Court in summary proceedings. Any appeal shall be exclusively brought to the Amsterdam Court of Appeal before the NCC Court of Appeal Chamber and all proceedings will be in English.

10.4. If the NCC District Court or the NCC Court of Appeal are incompetent for any reason (and without limiting the terms of Section 10.3), both of us irrevocably agrees that the courts of Amsterdam, the Netherlands shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these terms or their subject matter or formation (including non-contractual disputes or claims).

Additional terms for US Subscribers

Applicable if: you or your business are resident in the United States of America.

8.6. You agree to release, indemnify and hold us and the other companies in the Egress Software Technologies group (and their respective officers, employees, directors, agents, successors and assigns) (collectively, “Us”) harmless from any from any and all losses, liabilities, damages, fines, penalties, expenses, including reasonable attorneys’ fees and costs, rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of our services, any Content, your connection to our services, your violation of these terms, your violation of any rights of another, or your violation of applicable law. Notwithstanding the foregoing, you will have no obligation to indemnify Us or hold Us harmless from or against any liability, losses, damages or expenses incurred as a direct result of any action or inaction of such party. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”  If you are a resident of another jurisdiction in the United States, you waive any comparable statute or doctrine.

9.12. We provide our services, including related software and technology, for ultimate federal government end use in accordance with the following: Our Services consist of “commercial items,” as defined at FAR 2.101. In accordance with FAR 12.211-12.212 and DFARS 227.7102-4 and 227.7202-4, as applicable, the rights of the U.S. Government to use, modify, reproduce, release, perform, display, or disclose commercial computer software, commercial computer software documentation, and technical data furnished in connection with our services shall be as provided in these terms, except that, for U.S. Department of Defense end users, technical data customarily provided to the public is furnished in accordance with DFARS 252.227-7015. If a government agency needs additional rights, it must negotiate a mutually acceptable written addendum to these terms specifically granting those rights.

10.3. We both specifically disclaim application of Article 2 of the Uniform Commercial Code as codified

10.4. We both hereby waive our respective rights to a jury trial of any claim or cause of action relating to or arising out of these terms. This waiver is intended to encompass any and all disputes that may be filed in any court and that relate to the subject matter of these terms (including contract, tort, breach of duty and all other common law and statutory claims).  

 

These terms were last updated on 27 July 2020.

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