Last update: July 18, 2023
This Master Subscription Agreement (“Agreement” or “MSA”) is between IDationTech Inc., the creator, owner and manager of Socurely (“Socurely”, “we”, “us”, or “our”) and the customer (“you”, “your”, “user” or “customer”).
By accepting this Agreement by: (a) clicking a box indicating acceptance; (b) executing an Order Form that references this Agreement; or (c) using the Services on a free trial basis, Customer agrees to the terms of this Agreement.
If the individual accepting this Agreement is accepting on behalf of a company or other legal entity, such individual represents that they have the authority to bind such entity and its Affiliates to this Agreement, and the term “Customer” shall refer to such entity and its Affiliates. If the individual accepting this Agreement does not have such authority or does not agree with the terms and conditions of this Agreement, such individual must not accept this Agreement and may not use the Services.
If Customer is provided with access to the Services on a free trial basis, the section of this Agreement entitled “Free Trial Services” will govern such access.
The Services may not be accessed for the purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes. Socurely’s competitors are prohibited from accessing the Services, except with Socurely’s prior written consent.
This Agreement is effective as of the date Customer accepts this Agreement.
The “Services” mean the products and services that are ordered by Customer from Socurely in an Order Form referencing this MSA or, if applicable, the Free Trial Services that are made available to Customer. Services exclude any products or services provided by third parties, even if Customer has connected those products or services to the Services. Subject to the terms and conditions of this MSA, Socurely will make the Services available to Customer during the Term.
Fees: Customer will pay to Socurely all fees set forth in Order Forms (the “Fees”). Except as otherwise set forth in this Agreement or an Order Form, payment obligations are non-cancelable, and Fees paid are non-refundable.
Price Changes: Socurely may increase the Fees upon renewal of each Order Form subscription term by providing written notice to Customer at least thirty (30) days prior to the commencement of the applicable renewal subscription term.
Invoices and Payments: Except as otherwise set forth in the relevant Order Form, Socurely will invoice Customer, or, where Customer has provided valid credit card information to Socurely, Socurely will charge Customer, for all Fees annually in advance. Unless otherwise stated in the Order Form, full payment for invoiced Fees is due within 30 days after the invoice date.
Late Payments: Customer will be responsible for reasonable costs and expenses incurred by Socurely in the collection of any overdue Fees. If any Fees are 15 days or more overdue, Socurely may, without limiting its other rights and remedies, immediately suspend Services until such amounts are paid in full, provided that Socurely will use commercially reasonable efforts to give Customer at least 5 days’ prior written notice that its account is overdue before suspending Services.
Taxes: Except as otherwise set forth in the relevant Order Form, Fees do not include local, state, or federal taxes or duties of any kind and any such taxes will be assumed and paid by Customer, except for taxes on Socurely based on Socurely’s income or receipts.
Discounts and Promotional Pricing: Prices specified in the Order Form may include discounts or promotional pricing. These discounts or promotional pricing amounts may be temporary and may expire upon the commencement of a Renewal Term, without additional notice. Socurely reserves the right to discontinue or modify any promotion, sale or special offer at its sole and reasonable discretion.
Free Trial Services: If Customer is granted access to Free Trial Services, Socurely will make the applicable Free Trial Services available to Customer pursuant to this MSA starting from the time that Customer registers and is approved for such Free Trial Services until the earlier of: (a) the end of the Free Trial Services period communicated to Customer; (b) the start date of any Order Form executed by Customer for Service(s) in exchange for payment; or (c) termination by Socurely in its sole discretion.
ANY CUSTOMER INFORMATION THAT CUSTOMER PROVIDES OR MAKES AVAILABLE TO SOCURELY DURING THE PROVISION OF FREE TRIAL SERVICES MAY BE PERMANENTLY DELETED, AT SOCURELY’S DISCRETION, UNLESS CUSTOMER EXECUTES AN ORDER FORM FOR THE SAME SERVICES AS THOSE COVERED BY THE FREE TRIAL SERVICES OR EXPORTS SUCH CUSTOMER INFORMATION BEFORE THE END OF THE FREE TRIAL SERVICES PERIOD.
NOTWITHSTANDING THE “REPRESENTATIONS, WARRANTIES AND DISCLAIMERS” SECTION AND “INDEMNIFICATION” SECTION BELOW, FREE TRIAL SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND SOCURELY SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE FREE TRIAL SERVICES UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE SOCURELY’S LIABILITY WITH RESPECT TO THE FREE TRIAL SERVICES SHALL NOT EXCEED $1,000.00. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE “LIMITATION OF LIABILITY” SECTION BELOW, CUSTOMER SHALL BE FULLY LIABLE UNDER THIS AGREEMENT TO SOCURELY AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF CUSTOMER’S USE OF THE FREE TRIAL SERVICES, ANY BREACH BY CUSTOMER OF THIS AGREEMENT AND ANY OF CUSTOMER’S INDEMNIFICATION OBLIGATIONS HEREUNDER.
Licenses: Socurely grants the Customer a non-exclusive, non-transferable, and non-sublicensable right and license to access and utilize the Services, as outlined in the Order Form or on a Free Trial Services basis, all in accordance with the terms and conditions of this MSA and the Order Form (if applicable). In return, the Customer grants Socurely a non-exclusive, non-transferable, and non-sublicensable right and license to use the Customer Information exclusively for the purpose of delivering the Services to the Customer.
Feedback: Customer hereby grants Socurely a perpetual, irrevocable, royalty-free and fully paid right to use and otherwise exploit in any manner any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer related to the Services or other Socurely products or services, including for the purpose of improving and enhancing the Services, provided that Customer is not referenced in such use.
Use Restrictions: Customer Users will not: (a) “frame,” distribute, resell, or allow access to the Services by any third party, except as permitted by the Services’ features and functionality; (b) use the Services in violation of applicable laws; (c) interfere with, disrupt, or gain unauthorized access to the Services; (d) attempt, whether successfully or not, to decompile, disassemble, reverse engineer, uncover the underlying source code or structure of, or copy the Services; (e) provide Socurely with any Customer Information or Feedback that is unlawful, defamatory, harassing, discriminatory, or infringes on third-party intellectual property rights; (f) transfer or use on the Services any code, exploit, or undisclosed feature designed to delete, disable, deactivate, interfere with, or otherwise harm or provide unauthorized access to the Services; (g) use any robot, spider, data scraping, or extraction tool or similar mechanism in relation to the Services; (h) grant access to the Services to an individual associated with an Socurely Competitor (defined below); (i) extract information from the Services for the purpose of competing with Socurely; (j) encumber, sublicense, transfer, rent, lease, time-share, or use the Services in any service bureau or otherwise for the benefit of any third party; (k) copy, distribute, manufacture, adapt, create derivative works of, translate, localize, port, or otherwise modify any aspect of the Services; (l) introduce into the Services any software containing a virus, worm, “back door,” Trojan horse, or other harmful code; or (m) allow any third party to engage in any of the aforementioned prohibited actions. A “Socurely Competitor” refers to any entity that offers goods and services similar to those provided by Socurely, as determined by a commercially reasonable individual. The Customer must promptly notify Socurely of any violations of the prohibited uses by an Authorized User or a third party and require such Authorized User or third party to immediately cease any such use. Socurely reserves the right to suspend the Customer’s and/or Authorized User’s access to the Services if Socurely suspects a breach of this MSA.
Customer Responsibilities: Customer will: (a) use the Services only in accordance with this Agreement, Order Forms, Documentation and applicable laws and government regulations; (b) be responsible for Users’ compliance with this Agreement, Order Forms and Documentation; (c) be responsible for the accuracy, quality and legality of Customer Data, including the means by which Customer acquired Customer Data, and Customer’s use of Customer Data with the Services; and (d) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify Socurely promptly of any such unauthorized access or use. Any use of the Services in breach of the foregoing by Customer or Users that in Socurely’s judgment threatens the security, integrity or availability of Socurely’s services, may result in Socurely’s immediate suspension of the Services, however Socurely will use commercially reasonable efforts to provide notice and an opportunity to remedy such violation or threat prior to any such suspension.
Term: This Agreement will begin on the effective date of the first Order Form between the Parties and will continue for as long as any Order Form remains in effect, unless earlier terminated in accordance with this Agreement (the “Term”).
Term of Order Forms: The initial term of each Order Form will begin on effective date of such Order Form and continue for the subscription term set forth therein. Except as set forth in such Order Form, each Order Form will automatically renew for successive renewal terms equal in length to the initial term of such Order Form, unless either party provides the other party with written notice of non-renewal at least thirty (30) days prior to the end of the then-current subscription term.
Termination for Cause: Either party may terminate this Agreement immediately upon notice to the other party if: (a) the other party materially breaches this Agreement, and such breach remains uncured more than thirty (15) days after receipt of written notice of such breach; or (b) the other party: (i) becomes insolvent; (ii) files a petition in bankruptcy that is not dismissed within sixty (60) days of commencement; or (c) makes an assignment for the benefit of its creditors.
Effect of Termination: Upon the earlier of expiration or termination of this Agreement, the rights and licenses granted to Customer hereunder will immediately terminate, Customer will cease use of the Services and Documentation, and Customer will return or destroy all copies of the Documentation in its possession or control. Termination or expiration will not relieve Customer of its obligation to pay all Fees that accrued prior to such expiration or termination.
If the parties have a separate mutual nondisclosure agreement in place, that agreement will take precedence (the “Separate MNDA”). Otherwise, the term “Confidential Information” refers to any financial, technical, or business information belonging to a Party (the “Disclosing Party”) that is either designated as confidential when disclosed to the other Party (the “Receiving Party”) or reasonably understood to be confidential based on the nature of the information or the circumstances of its disclosure. Services Information and Customer Information are considered Confidential Information under this MSA or confidential under the Separate MNDA, as applicable. The Receiving Party must not disclose, duplicate, publish, transfer, or make available the Disclosing Party’s Confidential Information in any form to any person or entity without the Disclosing Party’s prior written consent, except as explicitly allowed in this MSA. The Receiving Party may only use the Disclosing Party’s Confidential Information to fulfill its obligations under this MSA, including, for Socurely, the provision of Services.
Notwithstanding the above, the Receiving Party may disclose Confidential Information if required by law, provided that the Receiving Party: (a) gives the Disclosing Party prior written notice of the disclosure, allowing the Disclosing Party a reasonable opportunity to object and obtain a protective order or other appropriate relief regarding the disclosure (if not prohibited by applicable law); (b) diligently attempts to limit disclosure and secure confidential treatment or a protective order; and (c) permits the Disclosing Party to participate in the proceeding. Additionally, Confidential Information does not include information that: (i) becomes publicly known without the Receiving Party’s breach of any obligation owed to the Disclosing Party; (ii) was independently developed by the Receiving Party without breaching any obligation owed to the Disclosing Party; or (iii) is received from a third party who acquired such Confidential Information without violating any obligation owed to the Disclosing Party.
Representations: Each party represents that it has validly entered into this Agreement and has the legal power to do so.
Warranties: Socurely warrants that during the applicable subscription term Socurely will not: (a) materially decrease the overall functionality of the Services; or (b) materially decrease the overall security of the Services.
The Customer must inform Socurely of any non-compliance regarding the Services under the above warranty within 30 days. If the Customer notifies Socurely within this timeframe, Socurely will make commercially reasonable efforts to rectify the non-compliance at no extra cost. If Socurely is unable to correct the non-compliant Services within a reasonable period, the Customer has the right to terminate the relevant Order Form and receive a prorated refund for any prepaid, unused Fees covering the remaining subscription term. The aforementioned remedy is the Customer’s exclusive recourse in the event of a breach of the limited warranties stated above.
(A) EXCEPT AS EXPRESSLY STATED HEREIN, THE SERVICES AND REPORTS ARE PROVIDED “AS IS.” NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SOCURELY DOES NOT WARRANT THAT THE SERVICES ARE ERROR-FREE OR THAT THE SERVICES WILL OPERATE WITHOUT INTERRUPTION, THAT THE REPORTS WILL BE ACCURATE, AND SOCURELY GRANTS NO WARRANTY REGARDING THE USE BY CUSTOMER OF THE SERVICES. THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. SOCURELY IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGES RESULTING FROM SUCH PROBLEMS. (B) CUSTOMER ACKNOWLEDGES AND AGREES THAT SOCURELY IS NOT LIABLE, AND CUSTOMER AGREES NOT TO SEEK TO HOLD SOCURELY LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING PROVIDERS OF THIRD-PARTY SERVICES, AND THAT THE RISK OF INJURY FROM SUCH THIRD-PARTY SERVICES RESTS ENTIRELY WITH CUSTOMER. (C) SOCURELY MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH CUSTOMER MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT SOCURELY’S SOLE DISCRETION. (D) CUSTOMER ACKNOWLEDGES AND AGREES THAT THE SERVICES AND THE REPORTS PROVIDED BY SOCURELY TO CUSTOMER ARE INTENDED AS RECOMMENDATIONS ONLY AND DO NOT CONSTITUTE ANY WARRANTY OR GUARANTY THAT CUSTOMER, BY FOLLOWING SUCH RECOMMENDATIONS, WILL BE FULLY COMPLIANT WITH ANY APPLICABLE STANDARDS CONTEMPLATED BY THE SERVICES. CUSTOMER ACKNOWLEDGES AND AGREES THAT IT IS SOLELY CUSTOMER’S RESPONSIBILITY TO ENSURE THAT IT COMPLIES WITH ALL SUCH APPLICABLE STANDARDS.
You agree to indemnify, defend, and hold harmless Socurely, its employees, members, directors, managers, officers or agents from and against any loss, liability, damage, penalty or expense (including attorneys’ fees, expert witness fees and cost of defense) they may suffer or incur as a result of (a) Prohibited uses that violate this MSA as outlined above; or (b) claims alleging that Customer Information infringes or misappropriates a valid third party’s patent, copyright, trademark, or trade secret; provided (i) Socurely promptly informs Customer about the threat or notice of such a claim; (ii) Customer has the sole and exclusive authority to choose defense attorneys and defend and/or settle any such claim (however, Customer will not settle or compromise any claim resulting in liability or an admission of liability by Socurely without prior written consent); and (iii) Socurely fully cooperates in relation to the matter.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILL EITHER PARTY TO THIS AGREEMENT, OR THEIR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, SUPPLIERS OR LICENSORS BE LIABLE TO THE OTHER PARTY OR ANY AFFILIATE FOR ANY LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA (BEING DATA LOST IN THE COURSE OF TRANSMISSION VIA CUSTOMER’S SYSTEMS OR OVER THE INTERNET THROUGH NO FAULT OF SOCURELY), BUSINESS INTERRUPTION, LOSS OF GOODWILL, COSTS OF COVER OR REPLACEMENT, OR FOR ANY TYPE OF INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGES, OR ANY OTHER INDIRECT LOSS OR DAMAGES INCURRED BY THE OTHER PARTY OR ANY AFFILIATE IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, EITHER PARTY’S AGGREGATE LIABILITY TO THE OTHER PARTY OR ANY THIRD PARTY ARISING OUT OF THIS AGREEMENT OR THE SERVICES WILL IN NO EVENT EXCEED THE FEES PAID BY CUSTOMER DURING THE TWELVE (12) MONTHS PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY; PROVIDED THAT LIABILITY UNDER THE PARTIES’ INDEMNIFICATION OBLIGATIONS, FOR BREACHES OF CONFIDENTIALITY, OR FOR DAMAGES DUE TO PROHIBITED USES WILL NOT IN THE AGGREGATE EXCEED FIVE TIMES THAT AMOUNT. FOR CLARITY, NOTHING IN THIS AGREEMENT WILL LIMIT OR EXCLUDE EITHER PARTY’S LIABILITY FOR GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF A PARTY. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE ESSENTIAL PURPOSE OF THIS SECTION IS TO ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY GIVEN THE FEES, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF SOCURELY WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. SOCURELY HAS RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO PROVIDE CUSTOMER WITH THE RIGHTS TO ACCESS AND USE THE SERVICES PROVIDED FOR IN THIS AGREEMENT. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
Relationship Between the Parties: Socurely is an independent contractor, nothing in this Agreement will be construed to create a partnership, joint venture, or agency relationship between the parties.
Governing Law and Jurisdiction: The Terms of Use have been made in and shall be construed and enforced under the laws of the jurisdiction of the Province of Quebec and the federal laws of Canada, without regard to conflict of laws principles, and you irrevocably consent to submit to the exclusive jurisdiction of the courts of the Province of Quebec for any claim, proceeding or action under the Terms of Use against Socurely. Notwithstanding the foregoing, Socurely may seek and obtain injunctive relief in any jurisdiction in any court of competent jurisdiction and you agree that these Terms of Use are specifically enforceable by Socurely through injunctive relief and other equitable remedies without proof of monetary damages. The Terms of Use and the Privacy Policy shall constitute the complete and exclusive agreement between you and Socurely, and govern your use of the Website. If any provision of these Terms of Use is declared by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be severed from the Terms of Use and the other provisions shall remain in full force and effect.
Publicity and Marketing: Socurely may use Customer’s name, logo, and trademarks solely to identify Customer as a client of Socurely on Socurely’s website and other marketing materials and in accordance with Customer’s trademark usage guidelines. Socurely may share aggregated and/or anonymized information regarding use of the Services with third parties for marketing purposes to develop and promote Services. Socurely never will disclose aggregated and/or anonymized information to a third party in a manner that would identify Customer or any identifiable individual as the source of the information.
Force Majeure: Any delay in the performance of any duties or obligations of either Party (except for the obligation to pay Fees owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, war, fire, earthquake, typhoon, flood, natural disasters, governmental action, pandemic/epidemic, cloud-service provider outages any other event beyond the control of such Party, provided that such Party uses reasonable efforts, under the circumstances, to notify the other Party of the circumstances causing the delay and to resume performance as soon as possible.
Amendments: Socurely reserves the right to modify this MSA on occasion, in which case the new MSA will supersede prior versions. Socurely will notify Customer not less than seven (7) days prior to the effective date of any such amendment and Customer’s continued use of the Services following the effective date of any such amendment may be relied upon by Socurely as consent to any such amendment.
If you have any questions or complaints about this Agreement, you can contact us support@socurely.com
