Passbolt Cloud Authorized User Terms

This Agreement (“Terms” or “Terms of Service” or “Service Agreement” or “Subscription Terms”) is between you (the “Authorized User”) and Passbolt SA, a private company organised under the laws of the Grand Duchy of Luxembourg with registered office in 9 Avenue du Blues, L-4368 Belvaux, Luxembourg, hereinafter referred to as “Passbolt” or "we" or “us”.

By creating an account or using the Service you are unconditionally consenting to be bound by this Agreement.

1. General Terms and conditions

1.1. Types of Products, Services and method of delivery. This Agreement governs your relationship with Passbolt Cloud (the "Service"), composed of commercially available Software products (the “Software”), associated materials such as documentation (the “Other Materials”), and the associated support services (the "Support Services"). All deliveries under this Agreement will be electronic.

1.2 The Relationship Between You, the Customer and Us. A legal entity that we refer to in these Terms as “Customer” has invited you to join the Service. The Customer has entered a separate Agreement with us. You are an "Authorized User" on a workspace controlled by a Customer. You agree that when you submit content or information using the Service (“Customer Data”) that this Customer Data is owned by the Customer. You agree that the Customer may terminate your access to the Service without notice or reason.

It is the Customer responsibility to (a) inform you of all policies and practices that are relevant to their use of the Service; and (b) ensure the transfer and processing of Customer Data is lawful; and (c) respond to and resolve any dispute by an Authorized User related to Customer Data.

2. Use of the service

2.1. Malicious activities and Spam. The Customer and the Authorized User are legally responsible the data they sent or store through the Service. You agree not to disrupt Passbolt networks and servers. You agree not to use the Service in a way that can cause a risk of harm or loss to either Passbolt or other Customers, or other Authorized Users. You agree to not use Passbolt to send irrelevant or unsolicited messages for the purposes of advertising, phishing, spreading malware or virus.

2.2. Encrypted content recovery. You acknowledge that Passbolt has no ability or obligation to recover encrypted data, including if you misplace a private key, passphrase or password.

2.3. Minimum age. The Services are not intended for and should not be used by anyone under the age of 16. The Customer must ensure that all Authorized Users are over 16 years old.

2.4. Workspace name squatting. Workspace names are provided on a first-come, first-served basis, and are intended for immediate and active use. Workspace names may not be inactively held for future use. Workspace name squatting is prohibited. Inactive, offensive or misleading workspace name may be renamed or removed at Passbolt discretion. Attempts to sell, buy, or solicit other forms of payment in exchange for workspace names are prohibited.

3. Privacy

3.1. Privacy Policy Our Privacy Policy explains the way we handle and protect your personal data and privacy in relation to your use of the Service and your browsing of the Website. By agreeing to the present Terms you also agree to our Privacy Policy.

3.2. Data Protection Agreement (DPA). To the extent that Passbolt processes any personal data that is subject to the EU General Data Protection Regulation (GDPR), on the Customer behalf, in the provision of the Service, the terms of the Passbolt Data Processing Agreement, which are hereby incorporated by reference, shall apply. If you require a signed DPA, please contact us at [email protected].

4. Ownership & Intellectual property

4.1. Ownership. No ownership right is conveyed to you, irrespective of the use of terms such as “purchase” or “sale”.

4.2. Intellectual property rights. The passbolt name and the passbolt logo are registered trademarks of Passbolt SA in The European Union Intellectual Property Office (EUIPO). The Software and Other Materials are protected by copyright, trademarks and other intellectual property rights. You agree not to change or delete any proprietary notices.

4.3. Feedback and submission of ideas. From time to time, you may choose to submit comments, questions, ideas, description of processes, or other information to Passbolt (“Feedback”). Passbolt may in connection with any of its products or services freely use, copy, disclose, license, distribute and exploit any Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise.

5. Warranty disclaimer and Limitation of Liability

5.1. Warranty disclaimer. The Service is provided "AS-IS" and "AS AVAILABLE" without any warranties of any kind. Passbolt and its subsidiaries, affiliates, and licensors hereby disclaim all warranties, expressed or implied, including, without limitation, all purportedly applicable warranties of merchantability, reliability, security, fitness for a particular purpose, title, and non-infringement, to the fullest extent permitted by law. You expressly agree that the use of the Service is at your sole risk.

Passbolt may make improvements and changes to the Service at any time without notice. Passbolt may at its sole discretion, terminate the Service without cause or notice.

5.2. Limitation of liability. To the maximum extent permitted by law, Passbolt and its subsidiaries, affiliates, and licensors shall not be liable for any loss of use, lost or inaccurate data, failure of security mechanisms, interruption of business, costs of delay or any indirect, special, incidental, reliance or consequential damages of any kind (including lost profits), regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise, even if informed of the possibility of such damages in advance.

To the maximum extent permitted by law, no suppliers of any third party components included in the products will be liable to you for any damages whatsoever.

5.3 Indemnification. You agree that Passbolt, and any parents, subsidiaries, officers, employees, or third party contractors cannot be held responsible for any third party claim, demand, or damages, including reasonable attorneys' fees, arising out of your use of this Service.

6. Modifications to this Agreement

6.1. Modifications conditions and notice. Passbolt reserves the right to change, modify or replace any of the terms and conditions contained in this Agreement at any time. We will make reasonable efforts to notify you in case material changes to this Terms.

6.2. Response to modifications. After a change in the term you have 30 days to respond (a) by informing us that you agree to the new terms, (b) by informing us and the Customer that you disagree, or (c) by giving the Customer and us notice that you terminate this agreement. Continuation of use after 30 days will constitute agreement to the new terms.

7. Termination

7.1. Termination notice. These User Terms remain effective until the Customer subscription for you expires or terminates. Please contact the Customer if you wish to terminate your account, including because of disagreement with any modifications to these Terms.

7.2. Surviving provisions. Some provisions of the Terms shall survive termination, including without limitation: general conditions, ownership and intellectual property provisions, warranty disclaimers, limitations of liability, governing law and disputes provisions.

8. Additional provisions

8.1. Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

8.2. Previous agreements. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed or otherwise agreed to by each party, except as otherwise provided herein.

8.3. Non-Waiver of Rights. The failure of any Party to insist upon or enforce performance by the other Party of any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement will not be interpreted or construed as a waiver or relinquishment of such Party’s right to assert or rely upon such provision, right or remedy in that or any other instance; rather, such provision or right shall be and remain in full force and effect.

8.4. Assignment. We may assign these Terms in their entirety, without your consent, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets.

9. Governing law

9.1. Governing Law. The Agreement between Passbolt and the Customer shall be governed by, and construed in accordance with, the laws of the Grand Duchy of Luxembourg.

Date of Last Update

This agreement was last updated on July 1st, 2019.