Criptext - Secure Enterprise Communications

Criptext, Inc. Terms of Service

Important; Read Carefully: Criptext, Inc. ("Criptext") provides its secure text message and email software platform and related mobile app and provides related services pursuant to these terms of service ("Agreement"). This Agreement is a legal contract between you (if you use Criptext Software and Services in your capacity as an individual) or the legal entity you represent (e.g., your employer) ("You") and Criptext. Read the terms of this Agreement carefully. By clicking "I agree" or using any of the Criptext Software, You agree to be bound by this Agreement. If You do not agree to the terms of this Agreement, do not click "I agree" or use any of the Criptext Software.

1. DEFINITIONS
“Criptext Software” means the Criptext’s secure text message and email software which gives users greater control over their information and the related mobile app.

“Services” means the services that Criptext provides to its customers in connection with the Criptext Software.

2. LICENSE
Subject to Your compliance with the terms and conditions of this Agreement, Criptext hereby grants You, solely during the term of this Agreement, a non-exclusive, non-transferable, revocable license, without rights to sublicense, to access and use the Criptext Software, solely for your own internal business purposes. The mobile app portion of the Criptext Software is licensed solely for use on mobile devices You own or control.

3. OWNERSHIP
1. 3.1 As between the parties and except for the license granted by this Agreement, Criptext retains all right, title, and interest, including all related intellectual property rights, in and to the Criptext Software.
2. 3.2 Criptext retains all rights not expressly granted to you under this Agreement. You do not have any implied rights.

4. OTHER COVENANTS, TERMS AND RESTRICTIONS
1. 4.1 You shall retain all copyright, trademark and other intellectual property rights notices contained on or in the Criptext Software
2. 4.2 You represent and warrant to Criptext that: (i) You are of an age of majority and have the power, authority or consent to enter into and perform this Agreement; (ii) all information provided by You to Criptext is truthful, accurate and complete; (iii) You are the authorized signatory of the credit or charge card provided to Criptext to pay the fees; (iv) you shall comply with all terms and conditions of this Agreement; and (v) You have provided and will provide accurate and complete registration information, including, without limitation, your legal name, address and telephone number.
3. 4.3 You agree to comply with the Criptext’s Acceptable Use Policy.

5. PAYMENT AND TAXES
1. 5.1 Criptext charges a annual fee for use of the Criptext Software and the Services. The fee is as set forth on the Criptext’s price quote provided to You; if no price quote has been provided, the fee is as shown on Criptext’s website. The fee will be billed monthly in equal monthly installments. You agree to pay all fees charged by Criptext. All fees are non-refundable and, unless other stated, in US dollars. All fees and taxes and other charges will be billed to you or your credit card. You hereby authorize Criptext to charge your credit card if you provide a credit card number. There will be no refunds or credits for partial months of service, upgrades, or unused months.
2. 5.2 Criptext reserves the right to deactivate your access to Criptext Software and to the Services for failure to pay applicable fees. You agree to promptly pay Criptext in the event of any refusal of your credit card issuer to pay any amount to Criptext for any reason. You agree to pay all costs of collection, including attorneys’ fees and costs, on any outstanding balance. In the event you fail to pay any amount when due, Criptext may immediately suspend or terminate Your access to the Criptext Software and the Services.
3. 5.3 Your subscription will renew automatically for additional annual periods, unless Criptext terminates it or you terminate your subscription pursuant to Section 7 below. You must cancel your subscription before it renews in order to avoid billing of subscription fees for the renewal term to your credit card.
4. 5.4 You are responsible for, and will indemnify and hold Criptext harmless from, payment of all taxes (other than taxes based on Criptext’ net income), fees, duties, and other governmental charges, and any related penalties and interest, arising from the payment of fees to Criptext under this Agreement or the delivery, license or use of the Criptext Software or Services. You will make all payments to Criptext free and clear of, and without reduction for, any withholding taxes; any such taxes imposed on payments of fees to Criptext will be Your sole responsibility, and You agree to provide Criptext with official receipts issued by the appropriate taxing authority, or such other evidence as Criptext may reasonably request, to establish that such taxes have been paid.
5. 5.5 Any amounts not paid when due are subject to an interest charge at a rate of 1.5% per month or the maximum rate permitted by law, whichever is less.

6. SERVICE RELATED TERMS

7. TERM AND TERMINATION.
This Agreement begins upon your registration and, unless terminated sooner in accordance with this paragraph, continues for 12 months. Thereafter, this Agreement will renew for successive 12 month periods, unless notice of non-renewal is given at least 30 days prior to the end of the then-current term. A party terminate this Agreement upon notice if the other party materially breaches this Agreement and fails to cure the breach within 30 days of receipt of notice of the breach. In the event of termination or expiration of this Agreement, all of the licenses granted to You hereunder will terminate. The definitions and rights, duties and obligations of the parties that by their nature continue and survive shall survive any termination or expiration of this Agreement.

8. GOVERNMENT RESTRICTIONS
You may not export or re-export any of the Criptext Software except in compliance with the United States Export Administration Act and the related rules and regulations and similar non-U.S. government restrictions, if applicable. The foregoing and all acCriptexting documentation are deemed to be “commercial computer software” and “commercial computer software documentation,” respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212(b), as applicable. Any use, modification, reproduction, release, performing, displaying, or disclosing of the foregoing by the U.S. Government is governed solely by the terms of this Agreement.

9. NO WARRANTY
THE CRIPTEXT SOFTWARE AND SERVICES ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND CRIPTEXT HEREBY DISCLAIMS AND EXCLUDES ALL WARRANTIES, WHETHER STATUTORY, EXPRESS, OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND SATISFACTORY QUALITY. Criptext does not warrant that any of the Criptext Software or Services will meet your needs or requirements or be error-free or always available or available at any particular time, that any errors or defects will be corrected or that text messages or emails will be permanently deleted, deleted within a particular timeframe, always safe and secure, or that recipients will not be able to take screenshots or make copies of the text messages or emails. You should not use the Services to send text messages or emails if you need 100% certainty that the recipient cannot keep a copy or that the text message or email cannot be later retrieved.

10. LIMITATION OF LIABILITY AND INDEMNITY
1. 10.1 IN NO EVENT WILL CRIPTEXT BE LIABLE FOR ANY LOST PROFITS OR BUSINESS OPPORTUNITIES, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, OR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND PRODUCT LIABILITY), OR OTHERWISE.
2. 10.2 CRIPTEXT’S LIABILITY UNDER THIS AGREEMENT WILL NOT, IN ANY EVENT, EXCEED THE FEES, IF ANY, PAID BY YOU TO CRIPTEXT UNDER THIS AGREEMENT IN THE SIX MONTHS IMMEDIATELY PRIOR TO THE EVENT FIRST GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REGARDLESS OF WHETHER CRIPTEXT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
3. 10.3 You shall indemnify and hold harmless Criptext and its officers, directors, employees and agents (the “Criptext Indemnified Parties”) from and against liabilities, costs, losses, damages, judgments, expenses (including attorneys’ fees and costs of experts and costs of appeals) arising out of or in connection with any and all of the following: (a) any violation of this Agreement, including, without limitation, any breach of any representations or warranties contained herein, (b) your use of any of the Criptext Software or receipt of the Services, or (c) any activity relating to your account.

11. CONFIDENTIALITY AND FEEDBACK
1. 11.1 You agree to keep confidential and not use other than in the performance of this Agreement or disclose to a third party any information of Criptext that You know or reasonably should know is confidential to Criptext.
2. 11.2 To the extent you provide Criptext with any suggestions, information, ideas, or feedback concerning any of the Criptext Software or Services, including but not limited to, a report of any errors which you discover while using the Criptext Software or any related documentation (“Feedback”), such Feedback will be the property of Criptext. You agree to assign, and hereby assign, all right, title and interest worldwide in the Feedback, and the related intellectual property rights, to Criptext and agree to assist Criptext in perfecting and enforcing these rights.

12. ASSIGNMENT
You may not transfer or assign Your rights under this Agreement, in whole or in part, without the prior written consent of Criptext. Any attempted assignment in violation of the foregoing is void. Criptext may freely transfer or assign its rights under this Agreement. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties and their respective successors and permitted assigns.

13. GENERAL
The laws of the State of New York govern all matters arising out of this Agreement, without regard to its conflict of law principles. The United Nations Convention for the International Sale of Goods shall not apply. The federal and state courts located in New York City, New York USA will have non-exclusive jurisdiction in respect of disputes arising in connection with this Agreement. This Agreement is the entire agreement between us with respect to the subject matter hereof, and supersedes the terms of any purchase orders and any other communications or advertising with respect to such subject matter. If any provision of this Agreement is held invalid, that provision will be deemed amended to achieve as nearly as possible the same economic effect as the original provision and the remainder of this Agreement will continue in full force and effect. Criptext has no liability for any failure of performance or equipment due to causes beyond its reasonable control, including, but not limited to, the following: acts of God, fire, flood, earthquake, tsunami, storm, or other catastrophes; any law, order, regulation, direction, action, or request of any governmental entity or agency, or any civil or military authority; national emergencies, insurrections, riots, wars or acts of terrorism; unavailability of rights-of-way or materials; or strikes, lock-outs, work stoppages, or other labor difficulties; or failure of the Internet or any telecommunications, hosting or service provider. This Agreement may be modified only by a written agreement that is signed by authorized representatives of both parties and identifies itself as an amendment to this Agreement. No term or provision hereof will be considered waived by Criptext, and no breach excused, unless the waiver or consent is in writing signed by Criptext. No consent by Criptext to, or waiver of, a breach, whether express or implied, will constitute a consent to, waiver of, or excuse of any other, different or subsequent breach. The section headings appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or extent of such paragraph or in any way affect such section.

14. CONTACT INFORMATION
If you have any questions about this Agreement, or if you want to contact Criptext for any reason, please direct all correspondence to: Criptext, Inc., 79 Madison Avenue, New York City, NY 10016 or email support@criptext.com.

Criptext is a trademark and/or registered trademark of Criptext, Inc. in the United States and/or various jurisdictions.