PLEASE READ CAREFULLY BEFORE CONTINUING WITH REGISTRATION AND/OR ACTIVATION OF
VENAFI-AS-A-SERVICE (THE “SERVICE”).
THIS IS A LEGALLY-BINDING AGREEMENT BETWEEN THE ENTITY YOU REPRESENT OR, IF YOU DO NOT REPRESENT
AN ENTITY IN CONNECTION
WITH YOUR USE OF THE SERVICE, YOU AS THE END-USER OF THE SERVICE (“YOU” OR “YOUR”) AND VENAFI,
INC. (“VENAFI” OR “OUR”).
BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE AND/OR
ACTIVATING AND USING THE SERVICE,
YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A
COMPANY OR OTHER LEGAL ENTITY,
YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS
AND CONDITIONS, IN WHICH
CASE THE TERMS "YOU" OR ¬"YOUR" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT
HAVE SUCH AUTHORITY,
OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND
MAY NOT USE THE SERVICE.
ANY SIGNED WRITING BETWEEN YOU AND VENAFI OR SEPARATE CLICK THROUGH AGREEMENT BETWEEN YOU AND
VENAFI THAT RELATES TO
THE SERVICE SHALL TAKE PRECEDENCE OVER THIS AGREEMENT.
You shall not access the Service if You are Our competitor or if You are acting as a
representative or agent of a competitor, except with Our prior written consent. For the purposes
of this Agreement, a “competitor” is a provider of machine identity management, public key
infrastructure management, certificate lifecycle management, or related compliance monitoring
services other than Venafi. In addition, You shall not access the Service for purposes of
monitoring its availability, performance or functionality, or for any other benchmarking or
competitive purposes, and You shall not perform security vulnerability assessments or
penetration tests without the express written consent of Venafi. You agree that You shall only
access and use the Service for bona fide machine identity management services and compliance
monitoring.
This Agreement is effective between You and Venafi as of the date of Your accepting this
Agreement. Venafi reserves the right, in its sole and absolute discretion, to revise, update,
change, modify, add to, supplement, or delete certain terms of this Agreement for any reason.
Such changes will be effective with or, as applicable, without prior notice to You. You can
review the most current version of this Agreement at www.venafi.com/vaas-terms-of-use. You are
responsible for checking this Agreement periodically for changes. If any future changes to this
Agreement are unacceptable to You or cause You to no longer be in agreement or compliance with
this Agreement, You may terminate this Agreement in accordance with Section 8 and must
immediately discontinue Your use of the Service. Your continued use of the Service following any
revision to this Agreement constitutes Your complete and irrevocable acceptance of any and all
such changes.
The Service may include several products that are operated by Venafi, each of which is
separately licensed pursuant to the terms and conditions of this Agreement and each of which is
considered a Service under this Agreement. This Agreement applies to each such Service,
subservice or product You use or access or for which You have registered. Your rights to access
and use each subservice or product shall be set forth in one or more Order Forms or Trial
Agreements (each as defined below) between You and Venafi.
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Definitions
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“Agreement”
means these Terms of Use, as the same may be modified from time to time.
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“Documentation”
means the user documentation that accompanies the Service.
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“Trial Agreement”
means the an agreement between You and Venafi governing Your use of the Service
during a respective Free Trial Period.
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“Free Trial Period”
means the period during which Venafi offers to You a free trial of a particular
Service, as set forth at the time You sign up for the Service, or as Venafi may
otherwise communicate to You.
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“License”
means the applicable license granted to You as expressly set forth herein.
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“License Term”
means the applicable term set forth in Section 2.2.1.
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“Order Form”
means each order form between You and Venafi relating to the Service, which may be
in the form of a written quote from Venafi to You.
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“Service”
means, as applicable, Venafi-as-a-Service, or a particular subservice or tier
thereof, including, without limitation, any that may be described in a Venafi
Service Level Agreement, that You may use, access or for which You have registered.
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“Venafi-as-a-Service”
means any of the Venafi-hosted services to which you subscribe under this Agreement.
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“Your Data”
means electronic data and information submitted by or for You to the Service or
collected and processed by or for You using the Service.
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License Grants and Restrictions
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License Grant by Venafi to You.
Venafi grants to You a non-exclusive, non-transferable, non-assignable, revocable,
limited license to access and use the Service or a particular subservice thereof as
set forth on an applicable Order Form or Trial Agreement, during the applicable
License Term, and in accordance with the instructions contained in the
Documentation. Venafi hereby grants to You the right to use the Documentation solely
in connection with the exercise of Your rights under this Agreement. Other than as
explicitly set forth in this Agreement, no right to use, modify, distribute, copy,
display, or print the Documentation, in whole or in part, is granted. This license
grant is limited to internal use by You. This License is conditioned upon Your
compliance with all of Your obligations under this Agreement. Except for the express
licenses granted in this Section, no other rights or licenses are granted by Venafi,
expressly, by implication, by way of estoppel or otherwise. The Service and
Documentation are licensed to You and are not sold. Rights not granted in this
Agreement are reserved by Venafi.
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Term.
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License Term.
Your right to access and use the Service shall continue during (1) the term
of any Order Form or (2) the Free Trial Period under a Trial Agreement, and
shall apply solely with respect to the subservices or products set forth in
such Order Form or Trial Agreement. Such term shall, in each case, be
subject to the termination rights set forth in Section 7. The term of an
Order Form shall be specified therein and shall automatically renew for
successive terms, unless You give Us at least 60 days’ written notice of
nonrenewal at the end of the applicable term, and except as otherwise
expressly set forth therein.
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Termination.
This Agreement is effective until terminated as set forth herein or each
applicable License Term expires and is not otherwise renewed by the parties.
Venafi may terminate this Agreement and/or the License at any time with or
without written notice to You if You fail to comply with any term or
condition of this Agreement or if Venafi ceases to make the Service
available to end users. You may terminate this Agreement at any time on
written notice to Venafi, and any such termination shall not relieve You of
the obligation to pay any amounts set forth in an Order Form. Upon any
termination or expiration of this Agreement or the License, You agree to
cease all use of the Service if the License is not otherwise renewed or
reinstated including if You do not have an outstanding Order Form and are
not within a Free Trial Period. If, upon termination, You later subscribe to
the Service, including by entering into a Free Trial Period, You shall have
deemed to have agreed to the form of this Agreement as then in effect upon
the beginning of such subscription. Upon termination, Venafi may also
enforce any rights provided by law. The provisions of this Agreement that
protect the proprietary rights of Venafi will continue in force after
termination. If You are in a Free Trial Period, Venafi may terminate this
Agreement and any License granted to You with respect to such Free Trial
Period at any time and for any reason.
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Free Trial.
If You are within the Free Trial Period, notwithstanding anything to the
contrary in Section 2.2.1, Your right to access and use the Service shall
expire at the conclusion of the Free Trial Period unless You enter into an
Order Form with Venafi.
ANY DATA YOU MAY PROVIDE IN CONNECTION WITH THE SERVICE DURING A FREE TRIAL
PERIOD WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE A SUBSCRIPTION TO AN
APPLICABLE TIER OF SERVICE. NOTWITHSTANDING THE TERMS HEREOF, DURING ANY
FREE TRIAL PERIOD, THE SERVICE IS PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND
VENAFI SHALL HAVE NO LIABILITY NOR INDEMNIFICATION OBLIGATIONS OF ANY TYPE
WITH RESPECT TO THE SERVICE FOR THE FREE TRIAL PERIOD UNLESS SUCH EXCLUSION
OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE VENAFI’S
TOTAL LIABILITY WITH RESPECT TO THE SERVICE PROVIDED DURING THE FREE TRIAL
PERIOD SHALL IN NO EVENT EXCEED $1,000.00 UNDER ANY THEORY OF LIABILITY AND
IN AGGREGATING ALL CLAIMS YOU OR YOUR AFFILIATES MAY HAVE AGAINST VENAFI OR
ITS AFFILIATES.
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Restrictions on Use.
The grant of rights to You pursuant to Sections 2.1 and 2.2 is subject to the
following restrictions and limitations:
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If You are registered with a public Certification Authority (“CA”) supported
by the Service and have valid credentials issued by such CA with which You
can subscribe to such CA’s SSL/TLS certificates on a fee bearing basis for
use in any environment, You may request such certificates through the
applicable interface present in the Service by using such credentials. In
such instance, the fee bearing certificate(s) will be issued to You by the
CA and any access to or use of such certificates by You will be subject to
the terms and conditions set out by the CA. No fees will be paid to or
processed by Venafi in this case.
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You shall not use (or cause to be used) the Service for the benefit of any
third party, including without limitation by rental, in the operation of an
Applications Service Provider (ASP) service offering or as a service bureau,
or any similar means.
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You shall not distribute access to the Service, in whole or in any part, to
any third party or parties. You shall not permit sublicensing, leasing, or
other transfer of the Service.
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You shall not (a) interfere with or disrupt the integrity or performance of
the Service or third-party data contained therein, (b) attempt to gain
unauthorized access to the Service or its related systems or networks, (c)
permit direct or indirect access to or use of the Service in a way that
circumvents a contractual usage limit, or (d) access the Service in order to
build a competitive product or service.
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You may not copy, reverse-engineer, disassemble, attempt to derive the
source code of, modify, or create derivative works of the Service, any
updates, or any part thereof (except as and only to the extent that any
foregoing restriction is prohibited by applicable law or to the extent as
may be permitted by the licensing terms governing use of any open-sourced
components included with the Service).
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Use of Data.
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License Grant by You.
You grant to Venafi and its affiliates, as applicable, a worldwide,
royalty-free and irrevocable license to host, copy, transmit and display
Your Data as necessary for Venafi to provide the Service in accordance with
this Agreement. Subject to the limited licenses granted herein, Venafi
acquires no right, title or interest from You or any of Your suppliers or
licensors under this Agreement in or to Your Data.
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Consent to Use of Data:
You agree that Venafi may collect and use technical data and related
information (other than personally identifiable information), including, but
not limited to, technical information about Your system and user, that is
gathered periodically to facilitate the provision of software updates,
product support, and other Service related to the Service. Venafi may use
this information in an anonymized form to improve its products or to provide
Service or technologies.
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No Personally Identifiable Information:
Do not provide any personally identifiable Information to the Service except
for your name, email address and similar personal information reasonably
necessary for you to access the Service.
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External Service.
The Service may enable access to third-party Service and websites
(collectively, the “External Service”). You agree to use the External
Service at Your sole risk. Venafi is not responsible for examining or
evaluating the content or accuracy of any External Service, and shall not be
liable for any such External Service. You will not use the External Service
in any manner that is inconsistent with the terms of this Agreement and the
agreements governing the uses of such External Service, or that infringes
the intellectual property rights of Venafi or any third party. Venafi
reserves the right to change, suspend, remove, disable or impose access
restrictions or limits on any External Service at any time without notice or
liability to You.
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Venafi Privacy Policy
Your use of the Service is at all times governed by the Venafi Privacy
Policy as in effect from time to time, available
https://www.venafi.com/privacy.
By accessing or using the Service, You agree
to be bound by the Venafi Privacy Policy in effect at such time of access or
use. If You do not agree to the terms of the Venafi Privacy Policy, You must
immediately discontinue any access to or use of the Service. It is Your
responsibility to review the Venafi Privacy Policy for updates.
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Ownership
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Venafi Materials.
Venafi and/or its suppliers have and shall retain ownership of all right, title and
interest in and to the Service and the Documentation and all intellectual property
rights embodied in the Service and Documentation, including without limitation any
patents, copyrights, trademarks and trade secrets in the Service and any
modifications and/or derivatives thereof, whether or not made at Your request, and
all know-how, concepts, methods, programming tools, inventions, and computer source
code developed by Venafi.
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Limited Feedback License.
You hereby grant to Venafi, at no charge, a non-exclusive, royalty-free, worldwide,
perpetual, irrevocable license under Your intellectual property rights in and to
suggestions, comments and other forms of feedback (“Feedback”) regarding the Service
provided by or on behalf of You to Venafi, including Feedback regarding features,
usability and use, and bug reports, to reproduce, perform, display, create
derivative works of the Feedback and distribute such Feedback and/or derivative
works in the Service. Feedback is provided “as is” without warranty of any kind and
shall not include any of Your confidential information.
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Limited Releases
You understand and agree that from time to time Venafi may offer versions of software
licensed as part of the Service on a limited pre-release or “beta” basis (each, a “Beta
Service”), marked as such, and, in such cases, the functionality in a full release version
of the Service or any interim version of the Service may differ significantly from the Beta
Service. You further acknowledge and agree that a full release version of a Beta Service may
never be completed or provided to You. The collection, use and treatment of Your Data
pursuant to a Beta Services may vary significantly in future versions of the Service.
Without limiting the general disclaimer of warranty in Section 5 below, VENAFI EXPRESSLY
DISCLAIMS ANY WARRANTIES, EXPRESS OR IMPLIED, THAT ANY BETA SERVICES AS PROVIDED TO YOU, OR
AS MAY BE PROVIDED TO YOU IN THE FUTURE, ARE COMPLETE, VERIFIED, TESTED OR WITHOUT BUGS OR
ERRORS, OR FIT FOR ANY PURPOSE, WHETHER OR NOT YOU ARE WITHIN THE FREE TRIAL PERIOD. THE
SERVICE IS PROVIDED AT ALL RELEVANT TIMES AS IS, INCLUDING ALL OF ITS FAULTS, AS AVAILABLE
with respect to any Beta Services and related Documentation provided to You hereunder.
Venafi may modify a Beta Service for any reason or without any specific reason, at any time
and at its entire discretion, in particular for technical reasons such as updates,
maintenance operations and/or resets to improve and/or optimize the Service. Without
limiting the general limitation of liability in Section 5 below, Venafi may terminate a Beta
Service at any time and for any reason, including for the business convenience of Venafi. In
the event of Venafi’s termination for convenience, Venafi shall refund to You a pro-rated
portion of the license fee paid to Venafi by You for such Beta Service, if any, under each
applicable Order Form.
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Limitation of Liability; Disclaimer of Warranty
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Limitation of Liability.
IN NO EVENT WILL VENAFI OR ITS SUPPLIERS BE LIABLE FOR ANY LOST REVENUE, PROFIT, OR
DATA, OR FOR DIRECT, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE
DAMAGES HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY ARISING OUT OF THE
USE OF OR INABILITY TO USE THE SERVICE EVEN IF VENAFI OR ITS SUPPLIERS HAVE BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. A PARTY'S LIABILITY WITH RESPECT TO ANY
SINGLE INCIDENT ARISING OUT OF OR RELATED TO THE AGREEMENT WILL NOT EXCEED THE
AMOUNT PAID BY YOU FOR THE SERVICE IN THE 12 MONTHS PRECEDING THE INCIDENT, PROVIDED
THAT IN NO EVENT WILL A PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE
AGREEMENT (REGARDLESS OF THE NUMBER OF INDIVIDUAL INCIDENTS GIVING RISE TO
LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY YOU FOR THE SERVICE UNDER ANY THEORY OF
LIABILITY. HOWEVER, THE ABOVE LIMITATIONS WILL NOT LIMIT YOUR PAYMENT OBLIGATIONS
FOR SERVICE FEES OR YOUR LIABILITY UNDER SECTION 6 (INDEMNIFICATION). Some
jurisdictions do not allow the limitation or exclusion of liability for incidental
or consequential damages and to the extent that is the case the above limitation or
exclusion shall apply to the maximum extent allowable in such jurisdiction.
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Disclaimer of Warranty.
EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 5, THE SERVICE AND DOCUMENTATION ARE
PROVIDED “AS-IS,” WITH “ALL FAULTS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY
KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY,
RELIABILITY, OR NONINFRINGEMENT WHETHER ARISING FROM COURSE OF DEALING, USAGE, TRADE
PRACTICE OR ANY OTHER MANNER. VENAFI IS NOT OBLIGATED TO PROVIDE ANY UPDATES,
UPGRADES OR TECHNICAL SUPPORT FOR THE SERVICE. VENAFI DISCLAIMS ALL LIABILITY AND
INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY
HOSTING PROVIDERS. In no event does Venafi warrant that the Service is error free or
that Licensee will be able to operate the Service without problems or interruptions.
Some jurisdictions do not allow the exclusion of implied warranties and to the
extent that is the case the above exclusion shall apply to the maximum extent
allowable in such jurisdiction.
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Prior Versions.
If any component, plug-in or similar related software, including, without
limitation, Your operating system(s), used in conjunction with the Service requires
updating, including, without limitation, patching or reinstalling, per the
instructions of Venafi or the provider of such software, You expressly acknowledge
and agree that You are responsible for making or allowing such updates and in no
event will Venafi be liable for any damages under any theory of liability caused by
or relating to such failure to update.
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Indemnification
You shall indemnify, defend, and hold Venafi and Venafi’s its directors, officers, agents,
affiliates, contractors and employees harmless from any and all claims, losses and
liabilities accruing or resulting by reason of Your or Your affiliates’ negligence, gross
negligence or willful misconduct (i) in the performance of this Agreement or (ii) with
respect to Your accessing or using the Service.
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Compliance With Laws
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Violation of Laws.
You shall not knowingly take any action or omit to take any action where the
reasonably predictable result would be to cause Venafi or its affiliates to violate
any applicable law, rule, regulation or policy and, to the extent not inconsistent
therewith, any other applicable law, rule, regulation and policy.
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Export Controls.
The Service is subject to all applicable export restrictions. You must comply with
all export and import laws and restrictions and regulations of any United States and
foreign agency or authority relating to the Product and Your use of the Product. The
Service may not be re-exported, accessed or otherwise exported to, or used by a
national or resident of, any country to which the United States has embargoed goods,
or to anyone on the U.S. Treasury Department's list of Specially Designated
Nationals or the U.S. Commerce Department's Table of Denial Orders. You represent
and warrant that You and Your financial institutions, or any party that owns or
controls you or your financial institutions, are not subject to sanctions or
otherwise designated on any applicable list of prohibited or restricted parties,
including but not limited to the lists maintained by the United Nations Security
Council, the U.S. Government (e.g., the Specially Designated Nationals List and
Foreign Sanctions Evaders List of the U.S. Department of Treasury, and the Entity
List of the U.S. Department of Commerce), the European Union or its Member States,
or other applicable government authority.
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Compliance With Laws
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Violation of Laws.
You shall not knowingly take any action or omit to take any action where the
reasonably predictable result would be to cause Venafi or its affiliates to violate
any applicable law, rule, regulation or policy and, to the extent not inconsistent
therewith, any other applicable law, rule, regulation and policy.
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Export Controls.
The Service is subject to all applicable export restrictions. You must comply with
all export and import laws and restrictions and regulations of any United States and
foreign agency or authority relating to the Product and Your use of the Product. The
Service may not be re-exported, accessed or otherwise exported to, or used by a
national or resident of, any country to which the United States has embargoed goods,
or to anyone on the U.S. Treasury Department's list of Specially Designated
Nationals or the U.S. Commerce Department's Table of Denial Orders. You represent
and warrant that You are not located in, under the control of, or a national or
resident of any such country or on any such list.
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Confidentiality
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Definition.
“Confidential Information” as used in this Agreement shall mean any and all
information intended by a party to be treated as confidential that either (a) is
marked conspicuously as “Confidential” or “Proprietary” or with another similarly
restrictive legend; (b) is disclosed orally or is visually identified as
confidential at the time of disclosure and designated in a written memorandum as
such within thirty days of disclosure; or (c) is, due to its character or nature,
information that a reasonable person in a like position and under like circumstances
would treat as confidential or proprietary. From time to time, Venafi or You may
find it necessary to provide to the other party such Confidential Information.
Notwithstanding the foregoing, Confidential Information of a party shall not include
information that the other party can establish by written documentation (a) to have
been publicly known prior to disclosure of such information by the disclosing party
to the receiving party; (b) to have become publicly known, without the fault of the
receiving party, subsequent to disclosure of such information by the disclosing
party to the receiving party; (c) to have been received by the receiving party at
any time from a source, other than the disclosing party, rightfully having
possession of and the right to disclose such information; (d) to have been otherwise
known by the receiving party prior to disclosure of such information by the
disclosing party to the receiving party; or (e) to have been independently developed
by employees or agents on behalf of the receiving party without access to or use of
such information disclosed by the disclosing party to the receiving party.
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Obligations.
During the term of this Agreement, and for a period of five (5) years following the
expiration or earlier termination hereof, each party shall maintain in confidence
all Confidential Information disclosed by the other party and shall not use, grant
the use of or disclose to any third party the Confidential Information of the other
party other than for the purpose of exercising rights under this Agreement or as
expressly permitted hereby. Without limiting the foregoing, each of the parties
shall use at least the same degree of care it uses to prevent the disclosure of its
own confidential information of like importance, which care shall be no less than
reasonable care, to prevent the disclosure of Confidential Information of the other
party. Each party shall notify the other promptly upon discovery of any unauthorized
use or disclosure of the other party’s Confidential Information.
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Governing Law; Injunctive Relief
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Applicable Law.
This Agreement shall be governed by the laws of the State of New York, excluding (a)
its conflicts of laws principles; (b) the United Nations Convention on Contracts for
the International Sale of Goods; (c) the 1974 Convention on the Limitation Period in
the International Sale of Goods; and (d) the Protocol amending the 1974 Convention,
done at Vienna April 11, 1980. Any dispute, claim or controversy arising out of or
relating to this Agreement or the breach, termination, enforcement, interpretation
or validity thereof, including the determination of the scope or applicability of
this agreement to arbitrate, shall be determined by arbitration in San Jose,
California before one arbitrator. The arbitration shall be administered by JAMS
pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance
with the Expedited Procedures in those Rules. Judgment on the Award may be entered
in any court having jurisdiction. This clause shall not preclude parties from
seeking provisional remedies in aid of arbitration from a court of appropriate
jurisdiction.
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Injunctive Relief.
Notwithstanding the provisions of Section 9.1 above, or anything contained in this
Agreement to the contrary, Venafi and You hereby acknowledge and agree that damages
at law may be an inadequate remedy for the breach of any of the covenants, promise
and contracts contained in Section 2.3 (Restrictions on Use), Section 3 (Ownership)
and Section 8 (Confidentiality). Accordingly, Venafi and You hereby agree that
Venafi and/or You shall be entitled to temporary and permanent injunctive relief
with respect to any such breach without the necessity of proving actual damages,
including specific performance of such covenants, promises or contracts or any order
enjoining Venafi or You from any threatened, or from the continuation of any actual,
breach of covenants, promises or contracts, and may seek provision or enforcement of
any such injunctive relief in any competent court having jurisdiction. The rights
set forth in this Section 9 shall be in addition to any other rights which the
parties may have at law or in equity, subject to the terms and conditions in this
Agreement.
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General
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Binding Agreement; Enforceability.
This Agreement is binding on You as well as Your employees, employers, contractors
and agents, and on any permitted successors and assignees. Except if otherwise
superseded in writing by a separately executed agreement, this Agreement, together
with any applicable Order Forms, any applicable Service Level Agreement, and the
Venafi Privacy Policy, is the entire agreement between You and Venafi with regard to
the License granted hereunder, and You agree that Venafi will not have any liability
for any statement or representation made by it, its agents or anyone else (whether
innocently or negligently) upon which You relied in entering into this Agreement.
This Agreement supersedes any other understandings or agreements, including, but not
limited to, advertising, with respect to the Service. If any provision of this
Agreement is deemed invalid or unenforceable by any court or arbiter, that
particular provision will be deemed modified to the extent necessary to make the
provision valid and enforceable and the remaining provisions will remain in full
force and effect. Venafi’s breach of any Service Level Agreement or similar
agreement by and between You and Venafi, or otherwise issued by Venafi, shall not
constitute a breach of this Agreement or of any Order Form.
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Survival.
The parties agree that the rights and obligations set forth in the above-referenced
Sections 1 (Definitions), 3 (Ownership), 4 (Limited Release), 5 (Limitation of
Liability; Disclaimer of Warranty), 6 (Indemnification), 7 (Compliance with Laws), 8
(Confidentiality), 9 (Governing Law; Injunctive Relief), and 10 (General) shall
survive the termination of this Agreement for any reason and enforcement thereof
shall not be subject to any conditions precedent.
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Notice.
Any notice shall be considered delivered two business hours after delivery by email
or two business days after depositing as first class mail with the United States
Postal Service, or with a domestic courier service. All notices required hereunder
(or under any Order Form or any related agreement) must be made in writing, which
may be by email, at the respective address shown on the relevant order form. In the
absence of such an address, You may make notice to Venafi solely at legal@venafi.com
or by writing to Venafi, Inc. at 175 E. 400 South, Suite 300, Salt Lake City, Utah
84111, Attn: Legal Department and Venafi may make notice to You at any email address
or physical address You may have provided to Venafi in connection with Your use of
or access to the Service.
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Assignment.
This Agreement shall be binding upon and inure to the benefit of the parties’ respective successors and permitted assigns. You shall not assign this Agreement or any of Your rights or obligations hereunder without the prior written consent of Venafi and any such attempted assignment shall be void.
For questions concerning this Agreement, please contact Venafi at 175 E. 400 South, Suite 300, Salt Lake City, Utah 84111 USA.