Terms of Use
APRIGO TERMS OF SERVICE
PLEASE READ THESE TERMS CAREFULLY. IF YOU ELECTRONICALLY ACCEPT THESE TERMS, OR OTHERWISE USE THE APRIGO SERVICES OR SOFTWARE (COLLECTIVELY, THE “SERVICE”), YOU AGREE TO BE BOUND BY ALL OF THESE TERMS (THE “AGREEMENT”) AS A LEGALLY BINDING AGREEMENT BETWEEN YOU AND APRIGO, INC. (“APRIGO”). IF YOU DO NOT ACCEPT THE TERMS, YOU ARE NOT PERMITTED TO USE THE SERVICE. If you are entering this Agreement as an employee or representative of your employer, the term “you” includes your employer and any other party on whose behalf you act.
1. Provision of Service. This Agreement described the terms and conditions upon which Aprigo will provide the Service, a SaaS IT management suit of tools, to you. Subject to your payment of the applicable fee and your compliance with this Agreement, Aprigo will provide the Service to you as described herein. [In order to use the Service, you will be issued an individual user name and password. You must safeguard your user name and password and keep them confidential, and you will be responsible for any use of the Service by means of your user name and password.]
2. Software License. Subject to the terms of this Agreement, Aprigo grants you a non-exclusive, non-transferable license to download, install on your network, and execute a single object code copy of Aprigo’s SaaS Service, and any upgrades and updates to such software made available by Aprigo from time to time (collectively, the “Software”), solely for use in connection with use of the Services and only during the Term (as defined herein). Aprigo also grants you a non-exclusive, non-transferable license to use the accompanying software documentation (“Documentation”) in connection with your use of the Software. You acquire no right, title, or interest to the Software or Documentation except the limited license described in this paragraph. Aprigo’s Free service is bound to the following limitations: 500GB per scan, last 5 scans are available (Aprigo may change these limitations).
3. Your Systems. The Service and Software provides mapping of the data held on your network and the computers and storage devices linked to your network (the “Customer Systems”). By entering into this Agreement, you agree to provide and allow Aprigo access to your Customer Systems via the Internet for the purposes of providing the Service to you, and you represent and warrant that you have the right to grant this access to Aprigo. You are solely responsible for the set-up, maintenance, and security of the Customer Systems, and you acknowledge that frequent, regular software updates for internet browsers, antivirus, operating systems, and other communication software are essential to the security of the Customer Systems.
4. Software Upgrades. In order to use the Service, any Software updates and upgrades that Aprigo makes available must be installed on the Customer Systems. By entering this Agreement and subscribing to the Service, you agree that Aprigo may automatically install any Software updates and upgrades on the Customer Systems via remote download. If you disable the automatic updating function or otherwise fail to install and implement any Software update or upgrade within a reasonable time after release by Aprigo, this Agreement will be terminated without liability to you, and you will no longer have any right to use the Service.
5. Your Data; Aprigo Confidentiality Obligation. In providing the Service to you, Aprigo will analyze, map and collect [data relating to the files stored on Customer Systems, and the manner in which the files are stored and their location on your network] (“Customer Data”). Aprigo does not analyze or collect any information held within the files stored on Customer Systems, and such information does not constitute Customer Data for the purposes of this Agreement. You agree that Aprigo may collect and store Customer Data for the purposes of delivering the Service to you. Aprigo will keep the Customer Data confidential, use it only to deliver the Service to you, and not disclose it to any third party except Aprigo employees and contractors who have entered into binding agreements with Aprigo that contain non-disclosure obligations equivalent to those set forth in this Agreement. Aprigo may aggregate Customer Data with data from other Aprigo customers and third parties to create aggregated data that does not identify any individual customer or the metrics or information pertaining to any individual customer or its network (“Aggregated Data”). Aprigo will own all rights to Aggregated Data, and has the irrevocable right to maintain, store, use and disclose Aggregated Data.
6. Feedback. Upon request by Aprigo, you will provide Aprigo with reasonable information about your use and evaluation of the Service, including, without limitation, any errors, logs, usage statistics or problems in the Service and any information reasonably necessary for Aprigo to evaluate such errors or problems, test results and performance data, information relating to the compliance of the Service with documentation, specifications or functionality and comparison with other software or products (collectively, “Evaluation Data”). Without limiting the foregoing, you irrevocably consent to Aprigo’s collection of Evaluation Data and any other information and data relating to your use of the Service, by various means (including without limitation through the Service), without any further notice to, or consent of, you.
7. Restrictions. You may NOT: (i) make any copies of all or any part of the Software or otherwise reproduce the Software except for archival copies as permitted by the United States Copyright Act; (ii) copy or modify all or any part of the Documentation or distribute it to third parties; (iii) use the Software or Service in connection with a service-bureau, time sharing or fee-for-service arrangement with third parties, or otherwise provide the benefit of the Service to any third party; (iv) unless otherwise permitted by applicable local law, decompile, decrypt, disassemble, reverse engineer or otherwise discover the source code for the Software, or attempt to disable or defeat any locking mechanism within the Software; (v) modify the Software, incorporate the Software in whole or in part in any other product or create derivative works based on all or any part of the Software; (vi) remove any copyright, trademark, proprietary rights, disclaimer or warning notice included on or embedded in any part of the Software; or (vii) export the Software or use the Software in any country other than that in which it was obtained. You acknowledge that the Software is subject to United States export laws and regulations and you shall comply with all such laws and regulations in your use of the Software.
8. Ownership, Non-Disclosure. Aprigo owns and will retain all right, title and interest, including without limitation all copyright, trademark, trade secret, patent and other proprietary rights, in and to the Service, Software, Documentation, Evaluation Data and Aggregated Data (the “Proprietary Materials”). You shall keep confidential and not disclose, sell, lease, transfer, sublicense, dispose of, or otherwise make available the Proprietary Materials or any portion thereof, in source or object code, to any third party other than your employees who need access to the Proprietary Materials in order to use the Service and exercise your license rights granted herein. You agree that dissemination of the Proprietary Materials in breach of this Agreement would cause irreparable harm to Aprigo for which monetary compensation alone would be inadequate, and Aprigo is entitled to seek injunctive relief prohibiting any such dissemination, in addition to monetary damages and all other remedies available at law or in equity. This Agreement is NOT a sale of the Proprietary Materials or any copy of them. You obtain only such rights as are provided in this Agreement.
9. Term; Enforcement of Terms; Termination. This Agreement takes effect when you first subscribe for the Service or otherwise begin using the Service, and continues until terminated as set forth in this Agreement (the “Term”). If you fail to fulfill any of your material obligations under this Agreement, Aprigo and/or its licensors may pursue all available legal remedies to enforce this Agreement, and Aprigo may, at any time after your default of this Agreement, terminate this Agreement and all licenses and rights granted to you hereunder. You agree that Aprigo’s licensors referenced in the Software are third-party beneficiaries of this Agreement, and may enforce this Agreement as it relates to their intellectual property. This License is effective until terminated. This License will terminate immediately without notice from Licensor if the End User fails to comply with any of its provisions. Upon termination the End User must destroy and uninstall the Software and all copies thereof, and the End User may terminate this License at any time by doing so.
10. U. S. Government Users. Pursuant to the policy stated at 48 CFR 227.7202-1, U.S. Government users acknowledge that (i) the Software is commercial computer software, (ii) this Agreement embodies the licenses customarily used by Aprigo for licenses in Software granted to the public, and (iii) the licenses set forth herein shall apply to all possession, use and duplication of the Software by the Government, except to the extent which such licenses are inconsistent with Federal procurement law. Contractor/manufacturer is Aprigo, Inc. of 460 Totten Pond Road, Suite 660, Waltham, MA 02451, USA.
11. No Support. Aprigo may, in its discretion, provide you with reasonable assistance with installation of the Software through its email help address at support@aprigo.com. Except for any such assistance, the Service does not include any implementation, helpdesk, support or maintenance services with respect to the Software, nor to any bug fixes, error corrections, updates, upgrades or new versions of the Software (collectively, “Support Services”). The assistance provided by Aprigo is not bound to any SLAs or SLOs.
12. Limited Warranty and Disclaimer. Aprigo warrants that, during the period that you have paid applicable fees and remain in compliance with this Agreement, the Service will operate in substantial conformance with the functionality current at the time of shipment. Aprigo’s sole responsibility and your sole remedy for any failure of the Service to conform to this warranty shall be Aprigo’s commercially reasonable efforts to remedy any error in the Service so as to conform to the warranty within a reasonable time after you notify Aprigo of the error, or, in the event that Aprigo is unable to remedy the error, Aprigo shall refund to you the fees paid by you, if any, with respect to the period during which the Service failed to operate in accordance with the limited warranty. Neither Aprigo nor its licensors make any warranties with respect to third party software included in the Software. EXCEPT FOR THE FOREGOING WARRANTY, APRIGO PROVIDES THE SERVICE AND SOFTWARE TO YOU "AS IS" AND WITHOUT WARRANTY OF ANY KIND, EXPRESS, STATUTORY, IMPLIED OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ANY APRIGO EMPLOYEE, REPRESENTATIVE OR DISTRIBUTOR SHALL CREATE A WARRANTY FOR THE SERVICE OR SOFTWARE, AND YOU MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE. APRIGO’S LICENSORS EXPLICITLY DISCLAIM ANY AND ALL WARRANTIES WITH RESPECT TO THE SOFTWARE. IN NO EVENT SHALL APRIGO BE LIABLE FOR ANY BREACH OF THIS AGREEMENT TO THE EXTENT SUCH BREACH IS OUTSIDE ITS REASONABLE CONTROL.
13. Limitation of Liability. IN NO EVENT SHALL APRIGO OR ITS LICENSORS and any of the respective shareholders, directors, officers, employees, agents or other affiliates of aprigo BE LIABLE TO YOU FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION THE COST OF COVER, DAMAGES ARISING FROM LOSS OF DATA, USE, PROFITS OR GOODWILL), WHETHER OR NOT APRIGO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY ARISING OUT OF THIS AGREEMENT. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. APRIGO'S MAXIMUM LIABILITY ARISING OUT OF THIS AGREEMENT AND/OR YOUR USE OR POSSESSION OF THE SOFTWARE, INCLUDING WITHOUT LIMITATION ANY AND ALL CLAIMS COMBINED, WILL NOT EXCEED THE AMOUNT OF THE FEES YOU HAVE PAID FOR THE SERVICE PROVIDED UNDER THIS AGREEMENT.
THE CONSIDERATION TO BE RECEIVED BY APRIGO HEREUNDER DOES NOT INCLUDE COMPENSATION FOR ASSUMING OR INSURING ANY OF THE RISKS AND LIABILITIES DISCLAIMED BY INSTREAM. THE LIMITATIONS AND DISCLAIMERS PROVIDED IN THIS SECTION ARE INTENDED TO PREVAIL OVER ANY PROVISION HEREIN TO THE CONTRARY.
14. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the Commonwealth of Massachusetts, excluding its choice of law rules. The United Nations Convention on Contracts for the International Sale of Goods shall not apply. You and Aprigo agree that the federal and state courts located in Suffolk County, Massachusetts, shall have exclusive jurisdiction over any disputes arising in connection with the Service or this Agreement, and each party hereby submits to jurisdiction and venue of such courts.
15. Complete Agreement. This Agreement constitutes the entire agreement between you and Aprigo in relation to the Service, and supersedes all proposals, oral or written, all negotiations, conversations, discussions and all past course of dealing between you and Aprigo relating to the Service and Software, and may only be modified in writing signed by you and Aprigo. You may not assign this Agreement or any right or license hereunder without the prior written consent of Aprigo. In the event any term of this Agreement is held by a court of competent jurisdiction not to be enforceable, the remaining terms shall survive and be enforced to the maximum extent permissible by law. No waiver of any right or obligation contained herein shall be given except in writing signed by the party against whom the waiver is sought to be enforced.