Proofpoint End User Terms of Service
Last Modified: April14, 2014
Welcome! Proofpoint, Inc. ("Proofpoint", "we" or "us") provides its services via Proofpoint's proprietary platform (the "Services"). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these "Terms of Service"), govern your access to and use of the Services, whether as an employee or registered user of a Proofpoint customer or a registered guest user.
Please read the Terms of Service carefully before you start to use the Services. By using or accessing the Services, as a registered user or not, or by clicking to accept or agree to the Terms of Service when this option is made available to you, you accept and agree to be bound and abide by these Terms of Service. If you accept or agree to these Terms of Service on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms of Service and, in such event, "you" and "your" will refer and apply to that company or other legal entity. If you do not want to agree to these Terms of Service you must not access or use the Services. These Terms of Service govern your access to and use of our Services, unless you have entered into a separate, written agreement with us regarding the Services. If you have entered into such an agreement, that written agreement together with the applicable sections of these Terms of Service governs your access to and use of the Services.
The following sections of the Terms of Service apply to both customers (and named users) and registered guest users (as applicable):
By visiting this Site and/or by completing the registration process for the Services, you represent and warrant that you have read, understand, have the legal capacity to, and hereby agree to be legally bound by these terms and conditions. The Services are available ONLY TO BUSINESS USERS WHO CAN LEGALLY BIND THEMSELVES TO THESE TERMS AND CONDITIONS AND WHO ARE 13 YEARS OF AGE OR OLDER. REGISTRANTS BETWEEN THE AGES OF 13 AND 18 MUST HAVE A PARENT OR LEGAL GUARDIAN COMPLETE THEIR REGISTRATION.
Changes to the Terms of Service
We may revise and update these Terms of Service from time to time in our sole discretion. We will post the modification on the Site or otherwise provide you with notice of the modification. We will also update the "Last Modified Date" at the top of these Terms of Service. Your continued use of the Services following the posting of revised Terms of Service means that you accept and agree to the changes. If the modified Terms of Service are not acceptable to you, your only recourse is to cease using the Services and, if applicable, cancel your Account. All changes are effective immediately when we post them, and apply to all access to and use of the Services thereafter.
Using the Services and Account Security
We reserve the right to withdraw or amend the Services, and any service or material we provide on the Site, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Site is unavailable at any time or for any period.
You are responsible for:
· Making all arrangements necessary for you to have access to the Services.
· Ensuring that all persons who access the Site through your internet connection are aware of these Terms of Service and comply with them.
To use the Services, you will be asked to provide certain registration details or other information. It is a condition of your use of the Services that all the information you provide on the Services is correct, current and complete and to update such information to keep it accurate, current, and complete.
If you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Services or portions of it using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time if, in our opinion, you have violated any provision of these Terms of Service.
You may use the Services only for lawful purposes and in accordance with these Terms of Service. You agree not to use the Services:
· In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries; see "Export Restrictions" below).
· For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
· To impersonate or attempt to impersonate Proofpoint, a Proofpoint employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing).
· To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Services, or which, as determined by us, may harm Proofpoint or users of the Services or expose them to liability.
· Use the Services in any manner that could disable, overburden, damage, or impair the Site or interfere with any other party's use of the Services, including their ability to engage in real time activities through the Services.
· Use any robot, spider or other automatic device, process or means to access the Services for any purpose, including monitoring or copying any of the material on the Services.
· Use any manual process to monitor or copy any of the material on the Services or for any other unauthorized purpose without our prior written consent.
· Use any device, software or routine that interferes with the proper working of the Services.
· Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Services, the server on which the Services is stored, or any server, computer or database connected to the Services.
· Attack the Services via a denial-of-service attack or a distributed denial-of-service attack.
· Otherwise attempt to interfere with the proper working of the Services.
You may not use, export, re-export, import, or transfer the Services and/or the Site except as authorized by United States law, the laws of the jurisdiction in which you obtained the Services, and any other applicable laws. In particular, but without limitation, the Services may not be exported or re-exported: (a) into any United States embargoed countries; or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals, or the U.S. Department of Commerce's Denied Person's List or Entity List. By using the Services (and accessing the Site) you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. Additional information about these requirements may be found at: http://www.bis.doc.gov/complianceandenforcement/liststocheck.htm.
This section shall apply only if user is a federal government entity. Proofpoint provides the Services, including related technology, for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the Services include only those rights customarily provided to the public as defined in these Terms of Service. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation).
Disclaimer of Warranties
You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Services will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY SERVICES LINKED TO IT.
YOUR USE OF THE SERVICES, ITS CONTENT AND THE SITE OR ITEMS OBTAINED THROUGH THE SERVICES IS AT YOUR OWN RISK. THE SERVICES, ITS CONTENT AND ANY SITE OR ITEMS OBTAINED THROUGH THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER PROOFPOINT NOR ANY PERSON ASSOCIATED WITH PROOFPOINT MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER PROOFPOINT NOR ANYONE ASSOCIATED WITH PROOFPOINT REPRESENTS OR WARRANTS THAT THE SERVICES, THE SITE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICES OR ANY ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
PROOFPOINT HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Limitation on Liability
IN NO EVENT WILL PROOFPOINT, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE SERVICES OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
You agree to defend, indemnify and hold harmless Proofpoint, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms of Service or your use of the Services, including, but not limited to, your User Contributions, any use of the Services' content, services and products other than as expressly authorized in these Terms of Service or your use of any information obtained from the Services.
Governing Law and Jurisdiction
All matters relating to the Services and these Terms of Service and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), will governed by the laws of the State of California and the United States of America, without regard to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods will not apply. The parties hereby consent to the exclusive jurisdiction of the state and federal courts located in Santa Clara, County, California, for resolution of any disputes arising out of this Agreement. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
Limitation on Time to File Claims
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
If you elect to provide us with feedback, comments and suggestions for improvements to the Services (whether written, verbal or in any other format or manner) ("Feedback") we will be free to use and exploit the same in any manner without restriction of any kind and without any need to compensate you. You acknowledge and agree that all Feedback will be the sole and exclusive property of Proofpoint and that you hereby irrevocably assign to Proofpoint, and agree to irrevocably assign to Proofpoint all of your right, title, and interest in and to all Feedback, including, without limitation, all worldwide patent rights, copyright rights, trade secret rights, and other proprietary or intellectual property rights therein. At Proofpoint's request and expense, you will execute documents and take such further acts as Proofpoint may reasonably request to assist Proofpoint in acquiring, perfecting, and maintaining its intellectual property rights and other legal protections for the Feedback.
Waiver and Severability
No waiver of by Proofpoint of any term or condition set forth in these Terms of Service shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Proofpoint to assert a right or provision under these Terms of Service shall not constitute a waiver of such right or provision.
If any provision of these Terms of Service is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Service will continue in full force and effect.
The Terms of Service constitutes the sole and entire agreement between you and Proofpoint, Inc. with respect to the Services and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Services.
Your Comments and Concerns
The Services and the Site are operated by Proofpoint, Inc., 892 Ross Drive, Sunnyvale, CA 94089. All feedback, comments, requests for technical support and other communications relating to the Services should be directed to: https://support.proofpoint.com
The following sections of the Terms of Service apply only to users of our Secure Share Services:
Secure Share is a Service that allows users to send or share large files securely via Proofpoint's proprietary platform (the "Secure Share Services"). The Secure Share Services include the website at https://secureshare.proofpoint.com (the “Site”) including any content, functionality and services offered on or through the Site.
The Secure Share Services allow users to post, submit, publish, display or transmit to other users or other persons (hereinafter, "post") content or materials (collectively, "User Contributions") on or through the Site. User Contributions are stored for a period of thirty (30) days. You acknowledge and agree that Proofpoint will not be responsible for any failure of the Secure Share Services to store User Contributions, for the deletion of User Contributions stored on the Secure Share Services, or for the corruption of or loss of any data, information or content contained in User Contributions. You have sole responsibility for all User Contributions that you upload, store, access and transmit via the Secure Share Services.
All User Contributions must comply with the Content Standards set forth below in these Terms of Service. By providing any User Contribution on the Site, you grant us the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material for any purpose/according to your account settings for the sole purpose of providing to you the Secure Share Services for which you have registered. You represent and warrant that you own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and all of your User Contributions do and will comply with these Terms of Service. You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not Proofpoint, have fully responsibility for such content, including its legality, reliability, accuracy and appropriateness.
Monitoring and Enforcement; Termination
With respect to any User Contribution, we have the right to take any action that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Service, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Secure Share Services or the public or could create liability for Proofpoint and to take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Secure Share Services.
Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Secure Share Services. YOU WAIVE AND HOLD HARMLESS PROOFPOINT AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY PROOFPOINT/ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER PROOFPOINT/SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
However, we do not undertake to review any material before it is uploaded on the Secure Share Services, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
These Content Standards apply to any and all User Contributions. User Contributions must in their entirety comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, User Contributions must not:
· Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.
· Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
· Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person.
· Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations.
· Promote any illegal activity, or advocate, promote or assist any unlawful act or fraud or deception.
· Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.
Secure Share Plug-In
If you have licensed the plug-in software that allows you to use the Secure Share Services on your desktop ("Plug-In") your use if governed by its end user license agreement and these Terms of Service, You understand and agree that any information, materials, data, files, programs, ideas and opinions provided or made available by you through the Plug-In constitutes "User Contributions". By licensing the Plug-In, you grant Proofpoint and its contractors an irrevocable, royalty-free, worldwide license to access, use, modify, and delete User Contributions on your desktop through the Plug-In for the sole purpose of providing you the Secure Share Services. You acknowledge and agree that Proofpoint shall not assume or have any liability for any action or inaction by Proofpoint with respect to any such User Contributions, including, without limitation, the loss of such User Contributions. If you have licensed the Plug-In, Proofpoint reserves the right, in its sole discretion, to make unscheduled deployments of updates or enhancements to the Plug-In. You acknowledge and understand that during such deployments, certain functionality of the Plug-In may be unavailable and outages may occur.
The following sections of the Terms of Service apply only to registered guest users:
Intellectual Property Rights
The Services (and the Site), and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by Proofpoint, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.
These Terms of Service permit you to use the Services for your commercial use only on behalf of or with a paying Proofpoint customer. You specifically agree not to: (i) resell, sublicense, lease, time-share or otherwise make the Services available to any third party; (ii) attempt to gain unauthorized access to, or disrupt the integrity or performance of, the Services or the data contained therein; (iii) modify, copy or create derivative works based on the Services; (iv) reverse engineer the Services; (v) access the Services for the purpose of building a competitive product or service or copying its features or user interface; (vi) use the Services, or permit it to be used, for purposes of: (a) product evaluation, benchmarking or other comparative analysis intended for publication; (b) infringement on the intellectual property rights of any third party or any rights of publicity or privacy; (c) propagation of any virus, worms, Trojan horses, or other programming routine intended to damage any system or data; and/or (d) filing copyright or patent applications that include the Services or any portion thereof. If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Services in breach of the Terms of Service, your right to use the Services will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Services or any content on the site is transferred to you, and all rights not expressly granted are reserved by Proofpoint. Any use of the Services not expressly permitted by these Terms of Service is a breach of these Terms of Service and may violate copyright, trademark and other laws.
The Proofpoint name, the terms Secure Share, the Proofpoint logo, and all related names, logos, product and service names, designs and slogans are trademarks of Proofpoint or its affiliates or licensors. You must not use such marks without the prior written permission of Proofpoint. All other names, logos, product and service names, designs and slogans associated with the Services are the trademarks of their respective owners.
If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Proofpoint's DMCA Administrator the written information specified below, as required by the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act, Title 17, United States Code, Section 512(c)(2).
· An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
· A description of the copyrighted work that you claim has been infringed upon;
· A description of where the material that you claim is infringing is located on the Site, including the auction ID number, if applicable;
· Your address, telephone number, and e-mail address;
· A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
· A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
Proofpoint's DMCA Administrator for notice of claims of copyright infringement on the Site can be reached as follows:
c/o Legal Department
892 Ross Drive
Sunnyvale, CA 94089