Sqreen Master Services Agreement
The following Terms of Services (“ToS”) govern your relationship (“Customer” or “You”) with Sqreen SAS, a Société par Actions Simplifiée registered in Nanterre, France, under number 812 826 071, having its registered office at 7 rue Marie Bonaparte - 92210 Saint-Cloud, France (“Sqreen”).
Sqreen provides Services aimed at reinforcing the security of Customer’s Properties and protecting Customer’s Properties and Users of Customer’s Properties against security threats. Sqreen Services are subject to the terms and conditions of these ToS.
By signing up with Sqreen, you irrevocably agree to be bound by this ToS. You shall not use the Services if You do not accept the provisions of this ToS. Sqreen may update these ToS from time to time. When non material changes are made to the ToS, the most current version of the ToS will be posted on Site. You agree to regularly check the Site to view the then-current ToS. In such case, Your continued use of the Services constitutes Your acceptance of such change. Furthermore, any material or non-material change of the ToS will be automatically applicable for Customer who register to use the Services after such change. However, if Sqreen makes any material changes to the ToS when You have already registered to use the Services at the date of such material change(s), You will be noticed by email of such change and You will be required to provide consent to the updated version of the ToS before further use of the Services. If You do not agree to such change(s) after receiving a notice of such change(s), the Services will be automatically terminated and You shall stop using the Services.
“Account” means the customer account You have created on the Site, which allows You to access the Services.
“Affiliate” means any Person which controls, is controlled by, or is under common control with a Party.
“Agent” means the proprietary Software component installed and hosted by You in Your Properties made available and owned by Sqreen in accordance with these ToS.
“Authorized Users” mean users authorized by the Customer to access and use the Dashboard, the Software and the Services, which may include - without limitation of the number of users - Customer’s employees, Affiliates, Affiliates’ employees and any third parties, subject to the compliance with the provisions of these ToS and the limitation on the HTTP requests set forth in the applicable Plan.
“Confidential Information" means any information of a confidential nature that is communicated by the disclosing Party to the receiving Party or accessed by the receiving Party, communicated in written or oral form, marked as proprietary, confidential or otherwise so identified, and/or any information that by its form, nature, content or mode of transmission would, to a reasonable recipient, be deemed confidential or proprietary, including, without limitation, the Agent, the Software and the Documentation.
“Customer Data” means the information, Personal Data, materials, records and documents, including Confidential Information, regarding or pertaining to the Customer available in Customer Properties.
“Customer Properties” or “Properties” means the applications and corresponding instances on which You use the Services, which are owned by You.
“Users of Customer Properties” or “Properties’ Users” means users handled by Customer Properties on which the Services are used.
“Dashboard” means the interface accessible on the Site developed, provided, and hosted by Sqreen, that enables You and Your Authorized Users to access to Your customer profile, to monitor the Services on Your Properties and to view and modify Your Properties settings.
“Documentation” means the most current version of Sqreen online documentation and/or guidelines published and made generally available on the Site.
“Intellectual Property Rights” means any unpatented inventions, patent applications, patents, design rights, Documentation, blog content, copyrights, trademarks, Sqreen marks, corporate name and trade names, domain name rights, mask work rights, drawings and designs, semiconductor topographies, database rights, domain names, know-how, and other trade secret rights, and all other intellectual property rights, derivatives thereof, in each case whether applied for or not, registered or not, with all the priority rights attached thereto, divisions, continuations, continuations-in-part, renewals, re-issuances and extensions of the forgoing (as applicable) now existing or hereafter filed, issues or acquired, relating to any creations, and all other forms of equivalent protection of creations in force anywhere in the world.
“Party” means either You, the Customer, or Sqreen.
“Person” means a partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, or other entity.
“Personal Data” means any information relating to an identified or identifiable person as defined by applicable data protection legislation, being understood that in any case an identifiable natural person shall refer at least to a natural person who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person, including coded or pseudonymous data as long as long it is possible from the use of such data to reattribute data to an identified or identifiable individual as defined above.
“Services” means the services provided by Sqreen under these ToS as further described at my.sqreen.io, including, the Software, the Agent(s) and the Dashboard.
“Site” means the website www.sqreen.io or any related website.
“Software” means all of Sqreen's proprietary technology (including software, hardware, products, processes, patents, algorithms, user interfaces, know-how, techniques, designs, and other tangible or intangible technical material or information, protected or not by Intellectual Property Rights) that Sqreen may make available to You from time to time in accordance with the ToS.
“Term” is defined in section 5.1.
In order to use the Services, You must register on the Site and create an Account. To complete the registration process, You need to enter Your name, Your company name, Your email address and create a password (the “Account Information”).
The Account Information is personal and may only be used by You and/or Your Authorized Users. You and Your Authorized Users shall maintain the confidentiality of the Account Information and shall be solely responsible for all activities that occur under Your Account Information. You shall notify Sqreen immediately of any unauthorized use or loss of any Account Information or any other breach of security with respect to Your use and the Authorized Users’ use of the Services. Sqreen may suspend Your access to the Services or terminate Your Account at any time if Sqreen reasonably believes that such Account is being misused, used by an unauthorized user, if You create several Accounts to use the Services in a way to bypass the payment of the applicable fees, or if You have materially breached these ToS. Customer shall indemnify and hold Sqreen harmless of any improper or unauthorized use of the Services resulting from any act or omission of Customer or Authorized User.
Sqreen offers a variety of Services plans depending on the number of the HTTP requests that Your Properties handle, “Seed”, “Startup”, “Growth” and “Enterprise” plans as more fully described on the following page of the Site https://www.sqreen.io/pricing (the “Plans”). Other specific Service features are granted according to the selected plan.
If included in the Plan subscribed to by Customer, Sqreen shall use reasonable efforts to provide Support for the Sqreen Agent, Software and Services during the Term.
Customer undertakes to actively collaborate on a regular basis with Sqreen for the Agreement to be properly executed. In order to deliver the Services in timely and accurate manner, Sqreen may need to rely on Customer for access to certain Customer hardware, software, systems, personnel and Customer Data. Customer agrees to communicate to Sqreen all the existing documents and information in its possession reasonably requested by Sqreen for proper execution of the Services.
Sqreen retains the property rights over its pre-existing works (including the Intellectual Property Rights), as well as of all or part of its materials, information, tools, methods, systems, equipment, hardware and software, documentation, data, databases, files of all types, made available to the Client within the framework of this Agreement, whether or not the latter are used by Sqreen. Consequently, Client shall only have a right of access and use, strictly limited to the performance of these ToS as described in Article 4.3, for the elements made available by Sqreen for the performance of these ToS.
For the avoidance of doubt, except as expressly provided in this Agreement, Your access and use to the Services does not convey any rights (including Intellectual Property Rights) or ownership, either express or implied, in all or part of (a) the Services; (b) the Agent and the Software; (c)the Site ; or (d) the Dashboard or (e) any related Documentation.
You exclusively own all rights, title and interest in and to all Customer Data which may include Customer Personal Data. Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness of and obtaining permissions for all Customer Data. You hereby grant to Sqreen a, non-exclusive, limited, nontransferable right, during the Term (including during any Trial Period), to store, host, reproduce, and maintain Your Customer Data solely for purposes of making the Services available to You and increasing the performance of the Services. Customer Data shall be considered to be Confidential Information under the ToS. Customer acknowledges and agrees that Sqreen’s subcontractors may have access to Customer Data in connection with the performance of these ToS.
Subject to Your compliance with this Agreement and Your payment of the applicable fees, Sqreen grants You and Your Authorized Users for the Term of the applicable Plan and solely for Customer’s internal business purposes, a limited, non-transferable, non-sublicensable, non-exclusive right to (i) use and host the Agent on Your Properties; (ii) access and use the Dashboard solely for the purposes of accessing to Your Account and monitoring the Services; (iii) access and reproduce the Documentation exclusively for the purposes of using the Services, the Dashboard, the Agent and the Software. This license shall be strictly construed. It is understood that any use exceeding the license granted above shall be deemed a breach of the ToS. Any rights not expressly granted in this Agreement are expressly reserved by Sqreen and/or its licensors.
To the maximum extent permitted by law, Customer agrees that it shall not modify, rent, lease, distribute, resell, prepare derivative works of, reverse engineer, reverse assemble, disassemble, or decompile the Software, the Agent and/or the Dashboard, any object code generated by the Services or any part thereof, or otherwise attempt to discover any source code, modify the Software in any manner or form, or use unauthorized or modified versions of the Software, including (without limitation) for the purposes of building a similar or competitive product or Services (or contract with a third party to do so) or obtaining unauthorized access to the Services. In addition, You may not access or use the Services for any benchmarking or competitive purposes. You may not use the Services with any software, program, computer code, object code other than the Software provided or agreed in writing by Sqreen. You may not remove or alter any of the logos, trademark, patent or copyright notices, confidentiality or proprietary legends or other notices or markings that are on or in the Software.
Sqreen will defend You against any claims made by a third party that the Sqreen Agent, Software, Dashboard, or Services delivered under these ToS infringes a third-party Intellectual Property Rights, and will pay all costs, damages and expenses (including reasonable legal fees) finally awarded against You by a court of competent jurisdiction or agreed to in a written settlement agreement signed by Sqreen arising out of such claim, provided (i) You provides Sqreen with prompt written notice of the claim, and (ii) You gives Sqreen sole control of the defense of the claim and any related settlement discussions and provides reasonable cooperation in the defense and settlement of the claim.
If such a claim is made, or in Sqreen’s reasonable opinion any element of the Services is likely to become the subject of such a claim, Sqreen may at its expense, either secure the right for You to continue using the Services concerned, modify it so that it is not infringing, or replace it with another program which is functionally equivalent. If none of the foregoing options is available on terms which are reasonable in Sqreen’s judgment, Sqreen may terminate the Services and refund all prepaid but unused Fees paid hereunder for the affected Services.
Sqreen shall have no obligation to defend or indemnify You against any claim related to (i) any modification of a Service by anybody other than Sqreen, or (ii) the use of one or more of the Services in combination with other hardware, data or programs not specified by Sqreen. This section states the entire liability of Sqreen and Your exclusive remedy for any claim of infringement of Intellectual Property Rights.
These ToS shall commence on the earlier of the date the ToS is accepted by You or the date on which You install or otherwise access the Agent, Software and/or Services (the “Effective Date”) and will continue for the term applicable as indicated herein, unless terminated in the conditions set forth hereunder.
Every paid Plan starts with a fourteen (14) days free trial period of the Services (the “Trial Period”) commencing on the Effective Date.
During the Trial Period, Services will be available without restrictions as regards the number of requests that your Properties handles. At the end of the Trial Period, You can choose to subscribe to the paid-Plan that best fits your needs depending on the number of requests handled by your Properties. One you have subscribed to a paid-Plan, Your access to the Services and to Your Account will continue under that paid Plan subject to the provisions herein.
Otherwise, at the end of the Trial Period, the Services will automatically be terminated and You and Your Authorized Users will no longer have access to Your Account.
After the expiry of the Trial Period, Services will continue for an additional period of one (1) month as from the expiration date of the Trial Period and will be automatically and tacitly renewed for successive periods of one (1) month (the “Monthly Renewal Term”), unless one of the Party notices in writing the other Party its intention not to renew the applicable Plan at least thirty (30) days prior to the Monthly Renewal Term.
Sqreen and You may terminate a non-paid Plan at any time during the Trial Period by providing written notice to the other Party.
The affected Party may terminate these ToS upon written notice to the defaulting Party if the defaulting Party breaches any of the obligations contained in the Articles of this Agreement (including its preamble and any applicable amendments thereof), which is not remedied by such Defaulting Party within thirty (30) days of the notice to remedy. In such case, the ToS and any related Services will be terminated as of right, notwithstanding any other remedy that the affected Party may seek for damages.
Termination will have no effect on Customer's obligation to pay for any Services rendered prior to the effective date of termination. The terms of Sections 4.4, 6, 7, 8, 9 shall survive for 5 years from any expiry or termination of this Agreement.
Services relating to such Plan will then be accordingly terminated on the last day of Your current monthly subscription and You and Your Authorized Users will no longer have access to Your Customer Account.
Upon the termination of these ToS, including after a Trial Period, Customer shall cease all use of the Agent, the Software, the Dashboard and the Services and Sqreen may will disable all portions of the Agent, the Software, the Dashboard and the Services for which Customer's usage rights have been terminated or which have expired.
The fees (“Fee(s)”) applicable to each of the paid-Plans are available on the Site at the following page of the Site: https://www.sqreen.io/pricing. Client hereby agrees to pay the then-current Fees applicable at the Effective Date to the paid-Plans selected by the Client for the provision of the Services.
If, during the Term, You purchase Services for additional Properties, the fee for the added Properties will be Sqreen's then-current subscription fee and will be charged on a prorate basis.
You will pay all Fees applicable to the Services You selected to receive from Sqreen.
You authorize Sqreen to charge You using your selected payment method, for all applicable Fees.
All fees are payable immediately upon invoicing by Sqreen, via the Stripe platform.
Prices are exclusive of sales and use, or other similar tax and fees, which shall be separately stated on invoices. You are responsible for all tax obligations arising from Your actions.
In addition to any of its other rights hereunder, Sqreen reserves the right to suspend or terminate this ToS and Your use of the Services if Sqreen encounters any problems charging Your payment card or if Sqreen has reason to believe You are in violation of sections 2.1, 4.4, 6.1 or 7.
If Customer fails to pay the Fees within thirty (30) days of the issuance date of the invoice Customer shall pay a late payment penalty equal to three (3) times the legal interest rate and a fixed indemnity of EUR. forty (€ 40) for late payment will be invoiced to Customer.
Subject to Customer's compliance with the ToS and payment of all applicable Fees, Sqreen represents and warrants that: the Services will be performed materially in accordance with the applicable Documentation.
However, Sqreen will have no obligations to You under this Section 7.1:
To the maximum extent permitted by applicable law : the foregoing warranties are in lieu of and exclude all other warranties, representations or conditions for the Services, whether express or implied. Moreover, Sqreen disclaims all liability and does not warrant that i) Services will meet Your requirements or will enable it to attain the objectives You have set for yourself, (ii) Services will operate in the combination or environment selected for use by You (iii) the operation of Services will be uninterrupted, accurate, complete or error-free or (iv) the use of the Services prevents You from all and any security breach or hack. While using the Services, You understand and agree that You should continue to use a reasonable degree of care when managing Your Properties to protect them against security threats, including (without limitation) by avoiding to download any obviously malicious applications. You agree that the Services may be subject to limitations, delays, errors and other problems inherent to the use of the internet and electronic communications. Sqreen is not responsible for any delays, delivery failures, or other damage resulting from such problems. In all instances, You shall be solely responsible for ensuring that the results produced by the Services comply with quality and safety requirements of Your products or services.
Furthermore, during any Trial Period or under any non-paid Plan, Your use of the Services is on an “as is” basis and You agree that Sqreen provides no warranties or indemnities of any kind arising out of such use.
You represent and warrant that:
If it is established that Sqreen has breached the above warranty, Sqreen may, at its option, (i) use reasonable efforts to cure the defect in the Services; (ii) replace the Services with Services that materially conform to the specifications in the Documentation or in the SLA; (iii) in the event Sqreen cannot, after commercially practicable attempts to do so, achieve the remedies in (i) or (ii), Customer may terminate the subscription to the Services and Sqreen will provide a refund of pre-paid, unused Fees calculated on a prorated basis as of the effective date of such termination. Customer must report the alleged breach of warranty with reasonable specificity in writing within thirty (30) days of its occurrence to benefit from this warranty and the remedies stated herein. The above warranty remedies are Sqreen's sole obligation and Customer's sole and exclusive remedy for breach of the above warranty.
If it is established that You have breached the above warranty, You agree to indemnify and hold Sqreen, its Affiliates, officers, agents, employees, resellers or other partners and licensors harmless from any claim, demand, loss, or damages, including reasonable attorneys' fees, arising out of or related to Your Customer Data, or the use thereof, including but not limited to allegations that any processing of Your Data by Sqreen and/or You under these ToS violates any applicable law or regulation, or infringes the privacy or Intellectual Property Rights of a third party, Your use of the Services in violation of these ToS and applicable laws or regulations, Your violation of these terms, or Your violation of any law, provided (i) Sqreen provides You with prompt written notice of the claim, and (ii) Sqreen provides reasonable cooperation in the defense and settlement of the claim.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SQREEN WILL IN NO EVENT BE LIABLE FOR ANY INDIRECT DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF DATA OR CONTENT, LOSS OF PROFITS, OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR RELIANCE DAMAGES ARISING FROM OR IN RELATION TO THE TOS OR THE SERVICES, HOWEVER CAUSED.
IN NO EVENT WILL SQREEN’S LIABILITY HEREUNDER EXCEEDS THE AMOUNT OF FEES EFFECTIVELY PAID BY CUSTOMER TO SQREEN UNDER THE PAID-PLAN CONCERNED FOR THE TWELVE-MONTH PERIOD PRECEDING SUCH CLAIM.
IN ADDITION, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS REGARDS ARTICLE 4.5 OF THESE TOS, SQREEN SHALL HAVE NO LIABILITY IN RESPECT OF, ANY AND ALL CLAIMS FOR ANY DIRECT AND INDIRECT DAMAGES, FOR ANY REASON AND ON ANY BASIS, ARISING FROM OR IN RELATION TO THE SERVICES PROVIDED TO THE CUSTOMER IN THE COURSE OF A NON PAID PLAN DURING A TRIAL PERIOD.
Parties agree that when receiving or accessing Confidential Information from the disclosing Party, that the receiving Party shall hold it in confidence and shall not disclose or use such information except as expressly permitted under the ToS. The receiving Party shall maintain the disclosing Party's Confidential Information in confidence in compliance with the terms of these ToS and in the same manner as it treats its own proprietary and/or confidential information, which shall not be less than a reasonable standard of care, and the receiving Party shall use Confidential Information only for the purposes described in the ToS. Confidential Information may be disclosed to receiving Party's employees, financial advisors, contractors and attorneys (the “Authorized Third Parties”) only if they have a need-to know about it for the purposes described in these ToS. Before doing so, the receiving Party shall ensure that the Authorized Third Parties are required to protect the Confidential Information on terms consistent with these TCS and accept responsibility for each Authorized Third Party’s use of Confidential Information.
The receiving Party shall be permitted to disclose Confidential Information in connection with a judicial or administrative proceeding to the extent that such disclosure is required under applicable law, regulation or court order, provided that the receiving Party shall, where reasonably possible, give the disclosing Party prompt and timely written notice of any such proceeding and shall offer reasonable cooperation in any effort of the disclosing Party to obtain a protective order. For the purposes of these ToS, Confidential Information shall exclude: (i) information which the receiving Party has been authorized in writing by the disclosing Party to disclose without restriction; (ii) information which the receiving Party can prove was rightfully in its possession or rightfully known to it prior to receipt of such information from the disclosing Party; (iii) information which was rightfully disclosed to the receiving Party by a third party without any breach of confidentiality obligations by the third party or the receiving Party; (iv) information which is part of or enters the public domain without any breach of the obligations of confidentiality by the receiving Party; and (v) information which the receiving Party can prove was independently developed without use or reference to the disclosing Party's Confidential Information. Nothing in the ToS will (i) preclude Sqreen from using the ideas, concepts and know-how which are developed in the course of providing the Services to You or (ii) be deemed to limit Sqreen's rights to provide similar Services to other customers. You agree that Sqreen may use any feedback You provide in relation to any Services for any business purpose, without requiring Your consent. The receiving Party agrees, upon request of the disclosing Party, to return to the disclosing Party all Confidential Information in its possession or certify the destruction thereof. The confidentiality obligation contained herein shall survive the termination of the ToS for five (5) years.
You remain at all times the data controller of Your Personal Data and the Personal Data of Your Properties’ Users. Sqreen is processing Your Personal Data and the Personal Data of Your Properties’ Users only on behalf of You and in compliance with Your instructions for the sole purpose of the performance of the Services. Sqreen warrants that it has implemented adequate technical and organizational security measures designed to protect the security, integrity and confidentiality of the Customer Data and the Personal Data of Your Properties’ Users in accordance with Article 35 of the data protection Act 78/17 of January 6, 1978 modified on August 6, 2004.
The Parties expressly agree that the relationship between them is that of customer-independent contractor. Nothing contained in these ToS will be construed or implied to create an agency, partnership or joint venture between the Parties.
In case of a force majeure event, as defined by the French Civil Code, temporarily preventing a Party from performing its obligations, both Parties’ performance of their obligations will be suspended without any liability incurred on either part.
Should the force majeure event last longer than thirty (30) consecutive days, and/or should the force majeure event prevent a Party from performing its obligations permanently, either Party shall be entitled to terminate the Agreement by sending written notice with acknowledgement of receipt to the other Party. The termination shall be effective as of the date of receipt of said notice without any liability incurred on either part.
Sqreen may give notice to You by posting a message on Your Dashboard or sending an electronic mail to Your e-mail address on record in Your Account.
You may give notice to Sqreen by email sent to firstname.lastname@example.org or by mail sent at Sqreen address.
The ToS are governed by French law. The United Nations Convention on Contracts for the International Sale of Goods shall not govern these ToS or the rights and obligations of the Parties under these ToS. Any dispute arising from or relating to these ToS will be submitted to the exclusive jurisdiction of the commercial courts of Paris, France.
However, You and Sqreen will attempt to resolve any dispute arising hereunder through amicable negotiation with persons fully authorized to resolve the dispute or through mediation using a mediator agreed to by the Parties, rather than through litigation.
These ToS contain the entire agreement between the Parties with respect to the Services and supersede all other oral or written representations, statements, or agreements with respect to such subject matter.
You may not assign or otherwise transfer these ToS without the prior written consent of Sqreen, which consent will not be unreasonably withheld or denied, and any attempt to assign any rights, duties or obligations which arise under these ToS without such consent shall be null and void. However, You may, without Sqreen's consent, assign this Agreement to any Person or entity that is acquiring all or substantially all of Your assets or which is a successor by merger, consolidation, acquisition of stock or assets, or other business combination, other than by a direct competitor of Sqreen. Sqreen hereby already consents to such assignment, which shall as of principle take effect upon Customer notifying the assignment to Sqreen.
If any provision of these ToS is held to be invalid or unenforceable by arbitration or a court of competent jurisdiction, then the remaining provisions of these ToS will remain in full force and effect. Such invalid or unenforceable provision will be severed from these ToS with the remaining terms of the ToS to be automatically revised to best reflect the Parties' original intent.
You are responsible for all activity occurring under Your Account Information and You will abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with Your use of the Services. Furthermore, You hereby warrants to Sqreen that all Services ordered hereunder shall not be used in violation of any applicable export laws and shall not be diverted to any country, company or individual if prohibited by the applicable export laws of any country. You undertakes to abstain from, and shall ensure all Authorized Users abstain from, processing, storing or uploading on its data sharing environment any information or data, the export of which is controlled, regulated or subject to any permit or license under any applicable law or regulation. Customer shall be deemed to be the exporter of Customer Data. Sqreen may terminate these ToS and all licenses and access to the Services hereunder upon written notice if Customer violates these provisions.