Sqreen Master Services Agreement
This Master Services Agreement (the « Agreement » ) is between Sqreen SAS, a Société par Actions Simplifiée registered in Nanterre, France, under number 812 826 071 (“Sqreen”) and you (if registering as an individual) or the entity you represent (if registering as a business) (“Customer” or “You”).
Sqreen provides Services (as defined below) aiming at reinforcing the security of customers' applications and protecting such applications against security threats. These Services are subject to the terms and conditions of this Agreement. By signing up with Sqreen, You confirm Your acceptance of this Agreement. You may not use the Services if You do not accept this Agreement.
“Account” means the customer account You have created on Sqreen, 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 by Sqreen in accordance with this Agreement.
“Agreement” means collectively this Master Services Agreement, any Order Forms, whether written or submitted online via the Dashboard, and any materials available on the Site specifically incorporated by reference herein, as such materials may be updated by Sqreen from time to time in its sole discretion.
“Confidential Information" means any information, maintained in confidence by the disclosing 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 Software and the Documentation.
“Customer Data” means the information available in Customer Properties.
“Customer Properties” or “Properties” means the applications and corresponding instances on which You use the Services.
“Dashboard” means the interface accessible on https://my.sqreen.io or http://my.sqreen.io developed, provided, and hosted by Sqreen, that enables You 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 unpatented inventions, patent applications, patents, design rights, Documentation, blog content, copyrights, trademarks, Sqreen marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world.
“Order Form” means any agreement, different from the Master Services Agreement, signed between Sqreen and Customer.
“Party” means You or Customer and Sqreen.
“Person” means a partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, or other entity.
“Services” means the services provided by Sqreen, including the Site, 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) that Sqreen may make available to You from time to time in accordance with the Agreement.
“Term” is defined in section 3.
Subject to Your compliance with the terms and conditions of this Agreement and Your payment of the applicable fees if this payment is required, Sqreen will make the Services available to You during the Term in accordance with this Agreement.
Sqreen may make available to You a Beta version of the Services for a time period determined by Sqreen at its sole discretion (the “Beta Test Period”). At the end of the Beta Test Period, Sqreen may make the Services or part of the Services available to You for a Trial Period (as defined below). In this case, Your Agreement will automatically continue during the Trial Period. If no Trial Period is available, Sqreen may make the Services or part of the Services available to You under a non-paid plan. In this case, Your Agreement will automatically continue under the non-paid plan until Sqreen or You terminate it in accordance with section 3 below. If no Trial Period and no non-paid plan is available at the end of the Beta Test Period, then Your Agreement will automatically terminate and Your right to use the Services will automatically expire unless you sign up with Sqreen again.
Sqreen may make the Services or part of the Services available to You on a trial basis for a period of time determined by Sqreen at its sole discretion and communicated on the Site (the “Trial Period”). At the end of the Trial Period, You may continue using the Services if you subscribe to a non-paid plan offered by Sqreen or if you pay the applicable fees of a paid plan provided by Sqreen. If, at the end of the Trial Period, You do not subscribe to a non-paid plan offered by Sqreen or do not pay the applicable fees of a paid plan, the Agreement will automatically terminate and Your right to use the Services will automatically expire.
Subject to Your compliance with this Agreement and Your payment of the applicable fees (except during the Trial Period, a Beta Test Period or if You have subscribed to any non-paid plan), and for the Term of the Agreement, Sqreen grants You a limited, non-transferable, 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 profile and monitoring the Services; (iii) access and reproduce the Documentation exclusively for the purposes of using the Services, the Dashboard and the Software. Upon the termination of the Agreement, including after a Beta Test Period or Trial Period, Customer shall cease all use of the Software and Sqreen may disable all portions of the Software for which Customer's usage rights have been terminated or which have expired. Sqreen is not obligated to store and is entitled to delete any Customer data in Sqreen's possession (including Account Information stored on Sqreen's servers) upon the termination or expiry of the Agreement.
Except to the extent applicable law prevents such activities from being prohibited by contract, Customer agrees that it shall not modify, rent, lease, distribute, resell, prepare derivative works of, reverse engineer, reverse assemble, disassemble, or decompile the Software, 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 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 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. Except as expressly provided in this Agreement, Your access to the Services does not convey any rights or ownership, either express or implied, in (a) the Services; (b) the Software; (c) any source or object code generated by the Services; or (d) any Intellectual Property Rights in the Services, any code generated by the Services, or any Documentation. Any rights not expressly granted in this Agreement are expressly reserved by Sqreen and its licensors.
You exclusively own all rights, title and interest in and to all Customer Data which may include personally identifiable information. You hereby grant to Sqreen a, non-exclusive, limited, nontransferable right, during the Term (including during any Beta Test Period and 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 Agreement. Sqreen will implement and maintain a security policy with safeguards designed to protect the security, integrity and confidentiality of the Customer Data. However, Sqreen will not be responsible for any unauthorized access, alteration, theft or destruction of Customer Data, unless caused as a result of Sqreen's negligence or intentional misconduct, in which case Sqreen's only obligation and Your exclusive remedy is for Sqreen to use commercially reasonable efforts to restore the Customer Data from the most recent back-up. Sqreen is not responsible for unauthorized access, alteration, theft or destruction of Customer Data arising from Your own actions or omissions in contravention of the Documentation. You will hold Sqreen harmless from the dissemination, misappropriation, loss or corruption of data caused by third parties.
To complete the registration process for the Services, 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 be used only by the individual who created the Account. You shall maintain the confidentiality of the Account Information, and You 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 of the Services. Sqreen may suspend Your access to the Services or terminate Your Account 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 this Agreement. You agree and acknowledge that Sqreen has no obligation to retain any data related to Your Account and that such data may be irretrievably deleted in the event that Your Account is suspended.
This Agreement will commence on the date You sign-up with Sqreen and accept the Agreement and will remain in force for an unlimited term until its termination or expiry. Sqreen and You may terminate the Agreement at any time during the Beta Test Period, a Trial Period and under any non-paid plan by providing notice to the other Party. Otherwise, Your agreement will renew automatically every month if You have selected a monthly subscription or every year if You have selected a yearly subscription (each, a “Renewal Term”), unless either Party gives notice of its intention not to renew at least thirty (30) days before the Renewal Term. The renewal charge will be equal to the fee in effect at the time of the renewal.
Either Party may terminate this Agreement upon notice to the other if the other breaches a material term of this Agreement, unless that breach is remedied by such Party within thirty (30) days of being given notice to remedy the breach by the other Party.
Termination will have no effect on Customer's obligation to pay for any Services rendered prior to termination. The terms of Sections 2.5, 4, 5, 6, 7 shall survive for 5 years from any expiry or termination of this Agreement.
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. 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.
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 Agreement 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 2.5, 2.7 or 5.
Sqreen represents and warrants that during the Term, (i) the Services will perform materially in accordance with the applicable Documentation subject to Customer's compliance with the Agreement, and (ii) Sqreen has the power and authority to grant You access to the Services. However, during any Beta Test Period or Trial Period and 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 arising out of such use.
You represent and warrant that: (i) You are able to form a legally binding contract and, if You are entering into this Agreement on a company's behalf, You have all necessary legal authority to bind Customer to this Agreement; (ii) Your Data will not contain any viruses, spyware, “Trojan horses,” or other “malware” or harmful code or data, and will not cause injury to any person or damage to any property; (iii) You have and will maintain all rights necessary to grant to Sqreen the rights granted in this Agreement, and by providing Your Customer Data to Sqreen in accordance with the Agreement, You will not violate any intellectual property rights of third parties, confidential relationships, contractual obligations or laws.
Sqreen and its licensors do not warrant that the operation of the Services will be uninterrupted, accurate, complete or error-free and that 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. Sqreen will have no obligations to You under Section 5.1 if You: (a) do not properly maintain all associated equipment, software, Internet access, and environmental conditions in accordance with this provision, the Documentation and applicable industry standards; (b) introduce other equipment or software creating an adverse impact on the Services; (c) do not pay all amounts due under this Agreement; or (d) are in default of any material provision of this Agreement. EXCEPT AS SPECIFICALLY CONTAINED IN SECTION 5.1, TO THE EXTENT PERMITTED BY LAW, NO OTHER WARRANTIES, WITH RESPECT TO ALL SERVICES, SOFTWARE, CONTENT OR PRODUCTS PROVIDED BY OR ON BEHALF OF SQREEN IN CONNECTION WITH THIS AGREEMENT, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THIRD PARTY WARRANTIES, IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY OR SATISFACTORY QUALITY, OR THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE ARE MADE BY SQREEN. CERTAIN SOFTWARE AND EQUIPMENT MAY NOT BE CAPABLE OF SUPPORTING CERTAIN FEATURES OF THE SOFTWARE. YOU AGREE THAT THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, ERRORS AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. SQREEN IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
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 conforms to the specifications in the Documentation; (iii) in the event Sqreen cannot, after commercially practicable attempts to do so, achieve the remedies in (i) or (ii), Sqreen may terminate the subscription to the Services and provide a refund of pre-paid, unused fees calculated against the remainder of the applicable subscription term 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 this Agreement violates any applicable law or regulation, or infringes the privacy or intellectual property rights of a third party, Your use of the Services, Your violation of these terms, or Your violation of any law.
SQREEN WILL IN NO EVENT BE LIABLE FOR ANY INDIRECT DAMAGES, INCLUDING LOSS OF DATA OR CONTENT, LOSS OF PROFITS, OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR RELIANCE DAMAGES ARISING FROM OR IN RELATION TO THIS AGREEMENT OR THE SERVICES, HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY. IN NO EVENT WILL SQREEN LIABILITY HEREUNDER EXCEEDS THE AMOUNT OF FEES PAID BY CUSTOMER UNDER THIS AGREEMENT FOR THE TWELVE-MONTH PERIOD PRECEDING SUCH CLAIM. YOU ACKNOWLEDGE AND AGREE THAT SQREEN CANNOT ENSURE THAT YOUR PROPERTIES WILL BE PROTECTED FROM ALL SECURITY BREACH, THEFT OR MISUSE, AND SQREEN WILL HAVE NO LIABILITY ARISING FROM A FAILURE OF THE SERVICES, THE SOFTWARE OR OTHERWISE.
The Parties agree that when receiving 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 permitted under the Agreement. The receiving Party shall treat the disclosing Party's Confidential Information confidentially 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 Agreement. Confidential Information may be disclosed to receiving Party's employees, agents, financial advisors, contractors and attorneys on a need-to know basis and the receiving Party shall ensure that such persons maintain such Confidential Information pursuant to the terms of the Agreement.
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 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 the Agreement, 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 was rightfully in the receiving Party's 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 having proper possession of such information, without restriction; (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 is independently developed by the receiving Party without use or reference to the disclosing Party's Confidential Information.
Nothing in the Agreement 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 Parties expressly agree that the relationship between them is that of customer-independent contractor. Nothing contained in this Agreement will be construed or implied to create an agency, partnership or joint venture between the parties.
Except for payment obligations, notwithstanding any contrary provision in the Agreement, neither Party will be liable for any action taken, or any failure to take any action required to be taken, in the event and to the extent that the taking of such action or such failure arises out of causes beyond a Party's control, including, without limitation, war, civil commotion, act of God, strike or other stoppage (whether partial or total) of labor, any law, decree, regulation or order of any government or governmental body (including any court or tribunal).
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. Such notice shall be deemed to have been given upon the expiry of 24 hours after posting on Your Dashboard or 12 hours after sending (if sent by email). You may give notice to Sqreen (such notice shall be deemed given when received by Sqreen) by email sent to firstname.lastname@example.org or by mail sent at Sqreen address.
The Agreement is governed by French law. The United Nations Convention on Contracts for the International Sale of Goods shall not govern this Agreement or the rights and obligations of the parties under this Agreement. Any dispute arising from or relating to this Agreement 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 face-to-face negotiation with persons fully authorized to resolve the dispute or through mediation utilizing a mediator agreed to by the parties, rather than through litigation.
This Agreement contains the entire agreement between the Parties with respect to the Services and supersedes all other oral or written representations, statements, or agreements with respect to such subject matter. In the event of any conflict between the terms of the Master Services Agreement and the terms of any Order Form, the terms of the Master Services Agreement shall prevail.
You may not assign or otherwise transfer this Agreement 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 this Agreement 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 may update the Agreement from time to time. The most current version of the Agreement will be posted on Site. It is Your responsibility to check the Site regularly to view our then current Agreement.
If any provision of this Agreement is held to be invalid or unenforceable by arbitration or a court of competent jurisdiction, then the remaining provisions of this Agreement will remain in full force and effect. Such invalid or unenforceable provision will be severed from this Agreement with the remaining terms of the Agreement 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 acknowledge that the Software and Services provided under this Agreement, which may include technology and encryption, may be subject to customs and export control laws and regulations. You agree to abide by those laws and regulations.