US Terms of Service

Effective Date:  
June 6, 2024

US Product Terms and Conditions

These Terms were last updated November 16, 2023

These US Terms of Service (these “Terms of Service”) form a legal agreement between SecureCo Communications Inc. (“SecureCo”) and you (“You” or “Your”), and govern Your access to and use of the SecureCo Intelligent Voice platform (the “Platform”). SecureCo and You are each referred to herein as a “Party” and when taken together, the “Parties.”

PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THE PLATFORM SERVICES. THESE TERMS GOVERN YOUR USE OF THE PLATFORM SERVICES, AND AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS. THESE TERMS SHALL REMAIN IN EFFECT UNTIL YOU CEASE USING THE PLATFORM SERVICES OR SECURECO TERMINATES YOUR RIGHT TO USE THE PLATFORM SERVICES. YOU MUST BE AT LEAST 18 YEARS OLD TO ACCESS AND USE THE PLATFORM SERVICES. BY REGISTERING FOR, ACCESSING, OR USING ANY PART OF THE PLATFORM SERVICES, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO BE SO BOUND, PLEASE DO NOT ACCESS OR USE THE PLATFORM SERVICES.

SecureCo reserves the right, at its sole discretion, to make changes to all or part of these Terms of Service at any time. You are responsible for checking these Terms of Service periodically for changes. Your continued use of the Platform Services means that You agree to any new or modified provisions of these Terms of Service posted on the Platform.

1.   SUPPLY OF PLATFORM ACCESS AND SERVICES

1.1.  Platform Access

SecureCo agrees to provide Platform Access, and You agree to acquire Platform Access on the terms set out in the Terms of Service. Before You may access and use the Platform Services, You first must set up an account by registering through the Platform Services. In order to create an account, You will have to provide a registered business name, phone number, address, and primary contact details. Once Your account has been set up in the Platform Services, You may access the Platform Services. Upon completion of any applicable registration process and acceptance of these Terms of Service, SecureCo hereby grants You a limited, revocable, personal, non-exclusive, non-transferable right during the term of these Terms of Service to access and use the Platform Services for Your personal use.

You are a “Partner”, so You may acquire Platform Access to supply to Partners or End Users as set out in separate Service Orders. An “End User” refers to any person who acquires the Platform Service(s) (or part thereof) from You and uses those Platform Service(s) (with or without the Your authorization). As the Partner, You shall ensure that all End Users of each Platform Service agree to and comply with these Terms of Service as if any reference to You in these Terms of Service were a reference to each End User. You agree to be liable and responsible for any acts or omissions of any End User.

1.2.  Platform Services

SecureCo agrees to provide Platform Access and Features (including any core function or capability provided by the Platform Services and as specified by SecureCo in a Service Order) in the form of service(s) in accordance with these Terms of Service (collectively the “Platform Service(s)”), and You agree to acquire Platform Service(s) as set out in separate Service Orders. “Service Order” refers to any service order in the form approved by SecureCo and entered into between You and SecureCo for the order of a Platform Service by You, including an application for Platform Services.

1.3. Variation to the Platform Services  

SecureCo may, by giving You thirty (30) days prior written notice, make changes to any Platform Service or add additional Platform Services.

2.   SERVICE TERM

a. These Terms of Service shall apply on and from the date you accept these Terms of Service or the Service Commencement Date, and shall continue while Platform Services are being provided by SecureCo and until expiration of the term in the applicable Service Order, unless earlier terminated by either Party in accordance with these Terms of Service. The “Service Commencement Date” refers to the date on which SecureCo delivers a Service ready for use by You as confirmed in writing by SecureCo through a “Service Commencement Notice”.

b. The Platform Service(s) acquired through the Platform shall apply on and from the Service Commencement Date. The Platform Services shall continue for the Service Minimum Term (defined below) as provided in the Service Order, unless and until earlier terminated by either Party in accordance with these Terms of Service.

3.   OBTAINING PLATFORM SERVICES THROUGH PLATFORM ACCESS

3.1.  Application

In addition to Platform Access, You may acquire one or more additional Platform Service(s) by submitting a Service Order to SecureCo. SecureCo reserves the right, in its absolute and sole discretion, to accept or reject a Service Order request made by You.

3.2.  Commencement

Platform Services shall commence upon Your payment of the relevant Charges for such Platform Services. You acknowledge that You are responsible for all Charges associated with the Platform Services and any other services as may be offered by SecureCo.

3.3.  Supply Standards

SecureCo will supply each Platform Service with reasonable care and skill; and in accordance with all applicable laws and regulations directly related to its supply of the Platform Service to You.

3.4.  Replacement Platform Service(s)

SecureCo may, by giving You thirty (30) days prior notice, replace an existing Platform Service with another Platform Service where the Charge for the new Platform Service is not greater than the Charge for the Platform Service being replaced and the functionality of the new Platform Service is substantially the same as, or better, than the Platform Service being substituted, as reasonably determined by SecureCo.

3.5.  Service Levels

SecureCo will supply the Platform Services in accordance with the Service Level Agreement (“SLA”). The SLA sets out the sole remedy available to You for any failure by SecureCo to meet the service levels. The SLA can be found online at https://www.secureco.co/trust/service-level-agreement.

3.6.  Service Disruption

SecureCo may temporarily suspend or restrict any Platform Service, without any liability for doing so:

a. if SecureCo believes it is necessary to do so to comply with any applicable law, regulation, order or direction of any Authorized Agency. “Authorized Agency” refers to any governmental, semi-governmental, administrative, fiscal, statutory, judicial or quasi-judicial body, department, commission, authority, tribunal, agency, regulator, industry body or entity having operation or jurisdiction over a Party to these Terms of Service;

b. if SecureCo believes it is necessary to do so to ensure the Platform Service complies with the PCI-DSS and/or any guidelines issued by the PCI Security Standards Council;

c. to protect any person or attend to any emergency;

d. during any scheduled maintenance;

e. if You breach the terms of any applicable Acceptable Use Policy;

f. if the Platform Service is used in an excessive way (though SecureCo is not obliged to suspend or restrict any Platform Service in those circumstances and You remain liable to pay for any Charges incurred for any excessive usage); or

g. if You are in material breach of these Terms of Service (including for non-payment of Charges) and You fail to comply with a written notice requiring You to remedy such breach in accordance with these Terms of Service.

4.   OBLIGATIONS

4.1.  General Obligations

a. You must and You must ensure all End User(s) meet, and continue to meet all pre-requisites or conditions for the supply of the Platform Service, including:

  1. use each Platform Service solely for its intended purpose;
  2. cooperate with, and take all reasonable actions requested by SecureCo, to allow SecureCo to provide each Platform Service;
  3. provide SecureCo with all information in Your possession, custody, or control that SecureCo reasonably requires to perform each Platform Service on the Platform and ensure that all information You give to SecureCo is correct, current, and complete;
  4. comply with all applicable laws, regulations, codes, and standards (including, without limitation, the Civil Rights Acts of 1866, 1964 (including Title VII), and 1991, the Age Discrimination in Employment Act, the Americans with Disabilities Act (ADA), the Family and Medical Leave Act (FMLA), the Fair Labor Standards Act (FLSA), the Worker Adjustment and Retraining Notification Act (WARN), the National Labor Relations Act (NLRA), the Equal Pay Act, the Vietnam Era Veteran’s Readjustment Assistance Act, the Fair Credit Reporting Act (FCRA), the Employee Polygraph Protection Act, the Immigration Reform and Control Act (IRCA), the Older Workers Benefits Protection Act (OWBPA), the Occupational Health and Safety Act (OSHA), the Uniformed Services Employment and Reemployment Rights Act (USERRA), and all other laws governing an employment relationship, such as laws governing discrimination or harassment in the workplace, the PCI-DSS and any technical standards of an Authorized Agency);
  5. comply with SecureCo’s reasonable directions in relation to the use of each Platform Service;
  6. comply with all documentation, user manuals, and specifications provided by SecureCo with respect of each Platform Service;
  7. immediately report to SecureCo, in writing, any unauthorized use of a Platform Service.
  8. without limiting any of the foregoing, notify SecureCo of any fact, matter, or thing which comes to Your attention which is material to the performance by SecureCo of any Platform Service.

b. You must not and You must not allow an End User to:

  1. unreasonably delay any action, approval, direction, determination, or decision which is required of You under these Terms of Service;
  2. engage in, procure, assist, or allow any of Your Personnel (which includes any the employees, agents, End Users, and contractors), or any other person to engage in, any fraudulent or unauthorized use of any Platform Service;
  3. interfere with, procure, assist, or allow any of Your Personnel or any other person to interfere with, the reasonable use of any Platform Service by any of SecureCo’s other customers;
  4. use the Platform Service in any manner which could cause SecureCo or any third party to violate an applicable law, regulation or industry code, commit an offense, endanger any person, damage any property, infringe any copyright, patent, right of privacy, right of publicity, trademark, trade secret, or other right of SecureCo or any third party, or which could give rise to any third party incurring a liability of any kind;
  5. use the Platform Services to transmit, communicate, access, or make public any material which is unlawful, offensive, indecent, defamatory, abusive, menacing, harassing, unsolicited, or known to contain a virus or similar;
  6. do anything or use the Platform Services in any manner which may compromise the security or safety of, or which might damage, interrupt, or interfere or attempt to interfere with the operation of the Platform Services, any third party or any other computer, system, network or services, including hack or otherwise obtain unauthorized access to any of them including, without limitation, through the use of cancel bots, denial of service attacks, flood pings, forged routing or electronic mail address information, harmful code, packet or IP spoofing, phishing, Trojan horses, viruses, or similar methods or technology;
  7. use any deep-link, page-scrape, robot, spider, or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Platform Services or any Content thereon, or in any way reproduce or circumvent the navigational structure or presentation of the Platform Services, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Platform Services;
  8. misrepresent Your identity, provide false information, impersonate another person or entity, misrepresent Your affiliation with a person or entity, including, without limitation, SecureCo, create or use a false identity, or attempt to use another user’s account;
  9. attempt to obtain unauthorized access to the Platform Services;
  10. collect, reverse look-up, trace or seek to trace, manually or through automated means, information about other users or visitors to the Platform Services without their express consent;
  11. use any meta tags or any other hidden text utilizing the SecureCo name, service marks, trademarks, or product or service names;
  12. advertise, offer to sell, or sell any goods or services set forth in the Platform Services or otherwise use the Platform Services to solicit other users, except as expressly permitted by SecureCo;
  13. engage in any activity that interferes with any third party’s ability to use or enjoy the Platform Services;
  14. probe, scan, or test the vulnerability of the Platform Services or any network connected thereto, or breach the security or authentication measures on the Platform Services or any network connected thereto;
  15. take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Platform Services or SecureCo’s systems or networks, or any systems or networks connected thereto; or
  16. assist any third party in engaging in any activity prohibited by these Terms;
4.2.  Your Responsibilities

a. You are solely responsible for:

  1. understanding how to access and use the Platform Services obtained for use on the Platform;
  2. each of Your Personnel and those of any End User (if applicable), who have access to, or use the Platform Service(s);
  3. any use of a Platform Service, or instruction or direction given, through Your login and/or using Your passwords;
  4. any use of a Platform Service which is fraudulent or not authorized by You;
  5. changing any default password (or any other security safeguard such as a default PIN number) provided to You by SecureCo as part of a Platform Service for the access to or use of a Platform Service;
  6. implementing and maintaining the security of Your network and systems; and
  7. compliance with the PCI-DSS (if applicable), except to the extent that such compliance is reliant on SecureCo’s provision of the Platform Service(s) in accordance with these Terms of Service.
4.3.  Acceptable Use

You and any End User must comply with the Acceptable Use Policy.

4.4.  Third Party Facilities

a. The supply of a Platform Service may rely on “Third Party Facilities,” including systems, networks, infrastructure and services provided by a third party (whether or not that third party has an agreement or understanding with You). This includes any “Supplier(s)” that SecureCo acquires products or services from in order to provide the Platform Service(s) under these Terms of Service.

b. You acknowledge and agree that:

  1. due to reasons beyond SecureCo’s control, a defect or failure in one or more Third Party Facilities may cause a delay, failure, or interruption to a Platform Service;
  2. SecureCo is not liable to You in any way for any loss that You may incur or suffer as a result of any such delay, failure or interruption; and
  3. if You require SecureCo to undertake any remedial work to repair a Platform Service affected by such a delay, SecureCo may charge You, and You must pay any additional fees and costs for the remedial work that SecureCo undertakes provided that SecureCo seeks Your written consent before proceeding with the remedial work.
4.5.  Regulatory Compliance

You acknowledge and agree that:

a. if SecureCo acquires products or services from any Supplier in connection with the supply of a Platform Service, You will adhere with all reasonable directions given by SecureCo as are necessary for SecureCo to comply with its obligations under any agreement with that Supplier;

b. SecureCo or its Supplier may:

  1. be required by applicable law, to retain metadata, information, and other content in relation to Your use of the Platform Service, intercept Your communications and pass on details of Your use of the Platform Services (including any retained metadata, information and content) to an Authorized Agency, a law enforcement authority or other applicable law or authority;
  2. monitor Your usage of the Platform Services including where requested, or directed, to do so by an Authorized Agency, a law enforcement authority or other applicable law or authority; and
  3. investigate any alleged misuse of a Platform Service by You including where requested, or directed, to do so by an Authorized Agency, a law enforcement authority or other applicable law or authority.

5.   ADDITIONAL SUPPORT

5.1.  Support

a. SecureCo will provide support to rectify any material defect or fault in the Platform Services to the extent expressly set out in the Product Description relevant to that Platform Service which can be found online at https://www.secureco.co/legal/productdescriptions and may be updated by SecureCo from time to time.

b. SecureCo support services operate 24x7 and respond to incidents in accordance with the timeframes set out in the Service Support Framework at https://www.secureco.co/trust/service-support-framework, which may be updated by SecureCo from time to time.

c. If You are a Partner, You will be responsible for the provision of Support to End User/s as set out in the Service Support Framework.

5.2.  Exclusions to Ongoing Support

SecureCo has no obligation to You or any End User to rectify any defect or fault in the Platform Services caused or contributed to by:

a. the acts or omissions of You, End User/s or Your or any End User’s Personnel that are not in accordance with these Terms of Service or are otherwise unlawful under applicable law; or

b. faults or defects that arise in telecommunication services provided to You or End User/s by Third Party Facilities.

5.3.  Scheduled Maintenance

Unless stated otherwise in these Terms of Service, SecureCo will provide at least fourteen (14) days written notice of any scheduled maintenance that is likely to affect the Platform or any Platform Service; and carry out any scheduled maintenance outside of typical business hours where possible.

6.   CHARGES, INVOICING, PAYMENT

6.1.  Charges

a. The standard Charges for access to the Platform and any acquired Platform Services are stated in the applicable Service Order. “Charges” means any charges or fees applicable to any Platform Service, including any additional charges to Platform Services, modify, or replace a Platform Service as a result of any defect or failure for which SecureCo is not expressly responsible under these Terms of Service. These Charges include any Taxes (other than a tax on the net overall income or capital gains of any person) and any interest, penalty, fine or expense relating to the Charges.

b. The Charges will be issued as a direct invoice to You as specified in the Service Order.

c. If the applicable Service Order for a Platform Service(s) identifies a minimum spend for any Service, You must pay the greater of the minimum monthly spend and the Charges for the Platform Services based on actual usage.

d. Unless in accordance with the Termination rights provided in these Terms of Service, if a Platform Service is terminated prior to the end of the Service Minimum Term for the Service, You must immediately pay to SecureCo:

  1. 100% of the total minimum monthly commitment (which includes minimum monthly charges and any minimum spend commitment as set out in the applicable Service Order) for the period between the termination date and the end of the Service Minimum Term; and
  2. where there is a minimum monthly charge but no monthly minimum spend commitment, 50% of the usage Charges for the period between the termination date and the end of the Service Minimum Term calculated as the average usage Charges for the three (3) months prior to the termination date; and
  3. any costs SecureCo will incur in connection with the terminated Platform Service(s), to the extent that SecureCo is unable to avoid such costs after taking reasonable steps to do so, subject to the provision of evidence by SecureCo of the incurrence of such costs.
6.2.  Additional Charges

Without limiting any other provision of these Terms of Service, SecureCo may charge You, and You must pay an additional charge to service, modify, or replace a Platform Service as a result of any defect or failure for which SecureCo is not expressly responsible under these Terms of Service, provided that SecureCo gives notice to You as soon as reasonably practicable after it becomes aware of the cause and seeks Your further written consent before proceeding with the remedial work.

6.3.  Calculating and Adjusting Charges

a. The Charges will be calculated to 4 decimal places.

b. SecureCo may round up any Charge to the nearest cent.

c. After the expiration of the Service Minimum Term, SecureCo may adjust the Charges by giving not less than one (1) month written notice to You.

d. Charges under these Terms of Service may be amended by SecureCo at any point to the extent that:

6.4.  Invoicing and Payment

a. You must make payment of all Charges invoiced by SecureCo within thirty (30) days of the date of invoice or by such other due date expressly stated in the relevant invoice.

b. All payments of any Charges in any invoices by You must be:

  1. by check, electronic funds transfer or any other means specified on the invoice; and
  2. without any set-off or deduction by You.

c. The payment of any Charges by You is not made until the total amount is received by SecureCo in immediately available, clear funds.

d. Your obligation to make payments of any Charges in an invoice is not affected by You or End User/s ability to use the whole or any part of a Platform Service to which the invoice relates.

e. If You do not pay an invoice in full by its due date, SecureCo may charge You:

  1. interest on the unpaid amount calculated daily at the then-current default rate from the due date until the date that payment (including interest) is made in full; and
  2. an amount representing the costs and expenses of SecureCo in seeking payment of the overdue amount (including any legal or debt recovery expenses incurred by SecureCo and paid to third parties to obtain payment of the overdue amount).

f. SecureCo may set off or deduct any undisputed Charges due and payable by You to SecureCo against any service rebate payable by SecureCo to You under these Terms of Service.

6.5.  Reissuing of Invoices

a. SecureCo may reissue an invoice if any error in the invoice is later discovered;

b. If You have overpaid any Charges as a result of such an error, Your account will be credited with the overpayment. If You have stopped acquiring any Platform Service from SecureCo, SecureCo will refund the overpayment promptly after Your request, excluding any other amounts due by You to SecureCo. If You have underpaid any Charges as a result of the error, You will be required to pay the correct amount of Charges to SecureCo after the invoice is reissued in accordance with the payment terms of these Terms of Service.

6.6.  Disputing Invoices

a. You may dispute any amount of a Charge invoiced by SecureCo only if:

  1. You request in writing that SecureCo investigate the Charge disputed within ten (10) days of the date of the invoice in which the Charge is invoiced;
  2. You provide, at the same time, specific evidence which demonstrates that the Charge is incorrect; and
  3. You pay any non-disputed Charges in the relevant invoice.

b. If You validly dispute any Charges, SecureCo will conduct an investigation which are reasonably necessary and appropriate in the circumstances of the dispute. SecureCo’s records are sufficient proof of Your usage of the Platform Services.

c. At the end of SecureCo’s investigations if any disputed Charge has been shown to be, or the Parties agree was, incorrectly invoiced, SecureCo will refund the disputed amount within thirty (30) days of the amount being shown or agreed to be correct.

7.   WARRANTIES

You represent and warrant to SecureCo that, as at the date of Your acceptance of these Terms of Service:

a. You have had the opportunity to obtain independent professional advice in relation to the legal, taxation, accounting and financial consequences of the applicable Platform Services and these Terms of Service and have not relied on SecureCo in relation to any of those matters; and

b. You do not rely on any representation, warranty or undertaking made by SecureCo (or any other person) in connection with these Terms of Service that is not expressly set out in these Terms of Service and acknowledge that SecureCo has been induced to enter these Terms of Service on that basis.

c. all information provided to SecureCo is true, accurate, complete and is not misleading or deceptive or likely to mislead or deceive; and

d. where You have provided SecureCo with information about any of Your Personnel or any End User/s or End User/s Personnel, each such party has consented to You disclosing the information to SecureCo and for SecureCo to use, or disclose, the information to provide the Platform and/or the Platform Service/s and exercise any rights and perform any obligations in respect of the Platform and/or the Platform Service/s.

8. DISCLAIMER

YOU AGREE THAT YOUR USE OF THE PLATFORM SERVICES SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, SECURECO, ITS SUPPLIERS, AND AFFILIATES, AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE PLATFORM SERVICES, CONTENT, AND YOUR USE THEREOF, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TIMELINESS, ACCURACY, COMPLETENESS, TITLE AND NON-INFRINGEMENT. THE PLATFORM SERVICES AND ALL CONTENT ARE PROVIDED “AS AVAILABLE,” “AS IS,” AND “WITH ALL FAULTS,” WITHOUT WARRANTY OR CONDITION OF ANY KIND. SECURECO MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE AVAILABILITY, ACCURACY, OR COMPLETENESS OF THE PLATFORM SERVICES OR CONTENT, AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND/OR USE OF THE PLATFORM SERVICES OR CONTENT, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF SECURECO’S OR ITS SUPPLIERS’ SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY TRANSMISSION TO OR FROM THE PLATFORM SERVICES, AND/OR (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE PLATFORM SERVICES THROUGH THE ACTIONS OF ANY THIRD PARTY. NEITHER SECURECO NOR ANY OF ITS SUPPLIERS OR AFFILIATES WARRANT THAT (A) THE PLATFORM SERVICES OR CONTENT WILL MEET YOUR REQUIREMENTS, (B) THE OPERATION OF THE PLATFORM SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR (C) THE PLATFORM SERVICES OR CONTENT WILL BE UP-TO-DATE, COMPLETE, COMPREHENSIVE, OR ACCURATE, OR THAT ERRORS WILL BE CORRECTED.

9.   LIMITATION OF LIABILITY

IN NO EVENT SHALL SECURECO, ITS SUPPLIERS, OR AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM OR RELATED TO ANY (I) ERRORS, MISTAKES, OR INACCURACIES IN THE PLATFORM SERVICES, (II) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF THE PLATFORM SERVICES, (IV) ANY TRANSMISSION TO OR FROM THE PLATFORM SERVICES, (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE PLATFORM SERVICES, (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE PLATFORM SERVICES, AND/OR (VII) THE DISCLOSURE OF INFORMATION PURSUANT TO THESE TERMS, IN EACH CASE WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SECURECO IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

IF ANY EXCLUSION, DISCLAIMER OR OTHER PROVISION CONTAINED IN THESE TERMS IS HELD TO BE INVALID FOR ANY REASON BY A COURT OF COMPETENT JURISDICTION, AND SECURECO, OR ONE OF ITS AFFILIATES, OFFICERS, DIRECTORS, AGENTS OR EMPLOYEES BECOMES LIABLE FOR LOSS OR DAMAGE THAT COULD OTHERWISE BE LIMITED, SUCH LIABILITY WHETHER IN CONTRACT, TORT OR OTHERWISE WILL NOT EXCEED IN THE AGGREGATE THE GREATER OF THE AMOUNT ACTUALLY PAID BY YOU TO SECURECO (IF ANY) OR ONE HUNDRED DOLLARS ($100.00 USD). BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE PLATFORM SERVICES, OR WITH ANY PORTION OF THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE PLATFORM SERVICES.

IF YOU ARE A RESIDENT OF NEW JERSEY, TO THE EXTENT NEW JERSEY LAW PROHIBITS THE LIMITATIONS AND/OR EXCLUSIONS OF LIABILITY SET FORTH IN THESE TERMS, SUCH LIMITATIONS AND/OR EXCLUSIONS SHALL NOT APPLY TO YOU.

Any claim or cause of action arising out of or related to Your use of the Platform Services, these Terms of Service, or Your use of Content made available through or on the Platform Services must be filed within one (1) year after such claim or cause of action arose or it shall forever be barred, notwithstanding any statute of limitations or other law to the contrary.

10.  INDEMNITY

You agree to defend, indemnify, and hold SecureCo, its suppliers and affiliates, and their respective officers, directors, employees and agents harmless from and against any and all claims, losses, liability, costs, and expenses (including attorneys’ fees) arising from or related to Your or any End Users use of the Platform Services, and You covenant not to sue SecureCo or its affiliates for any injuries to You, Your End Users, or Your property arising out of or related to You use of the Platform Services.

11.    CONFIDENTIAL INFORMATION

Each Party will maintain, and cause its directors, managers, equity holders, employees, contractors, agents and representatives to maintain, the Disclosing Party’s Confidential Information in strict confidence and not disclose such Confidential Information without the Disclosing Party’s prior written consent.  “Confidential Information” means all confidential and proprietary information of either Party that is disclosed to the other Party, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including without limitation business and marketing plans, employee, customer and supplier information, financial information, technology and technical information, product designs, and business processes. The Receiving Party may disclose the Confidential Information only to employees, contractors, agents, End Users, and representatives who need to know such Confidential Information in order to allow the Receiving Party to exercise its rights under these Terms of Service and who have agreed to abide by confidentiality terms at least as strict as those set forth in these Terms of Service.  Neither Party shall use the other Party’s Confidential Information for any purpose other than exercising such Party’s rights and/or obligations under these Terms of Service. The Receiving Party agrees to use reasonable care, at least as protective as the efforts it uses with respect to its own confidential information, to safeguard the Disclosing Party’s Confidential Information from use or disclosure other than as permitted by these Terms of Service.  If the Receiving Party becomes legally compelled to disclose any Confidential Information, such Party will promptly notify the Disclosing Party in writing so that the Disclosing Party may seek a protective order or other appropriate remedy or waive its rights under this Section. This Section shall survive any termination or expiration of these Terms of Service.  

Notwithstanding the foregoing SecureCo may:

b. If the Recipient is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify the other party of such requirements to afford the other party the opportunity to seek, at its sole cost and expense, a protective order or other remedy.

12.    COMPLIANCE WITH LAWS; PRIVACY

SecureCo will treat any information it collects or receives from You or any End User through the Platform Services in accordance with its SecureCo US Privacy Notice (the “US Privacy Notice ”), which is incorporated by reference. Please review the Privacy Notice before using the Platform Services. If You or any End User are unwilling to accept the terms and conditions of the Privacy Notice, please do not use the Platform Services.

13.   INTELLECTUAL PROPERTY

a. Platform Services, and all intellectual property, trademarks, service marks, information, data, and other materials made available to You in connection with these Terms of Service, together with the design of the Platform Services, and text, scripts, graphics and features and other content and materials therein (collectively, “Content”) are the sole and exclusive property of SecureCo and its licensors, and are available to You solely for purposes of Your use of and access to the Platform Services in accordance with these Terms of Service. The Content is owned by or licensed to SecureCo and protected by copyright and other intellectual property rights under United States and foreign laws and international conventions. All rights, title and interests in and to the Content and all copyrights, trade secret rights, patents, trademarks and any other intellectual property or proprietary rights in and to the Content shall at all times remain the exclusive property of SecureCo and/or its licensors. Except for the limited rights granted herein, nothing in these Terms shall transfer to You any right, title, or interest in or to any Content.

b. You cannot and will not use or reproduce such Intellectual Property Rights for any purpose unless specifically grated under these Terms of Service. Except for the limited rights granted herein, nothing in these Terms of Service shall transfer to You any right, title, or interest in or to any of SecureCo’s Intellectual Property Rights.

c. By submitting any information, suggestions, enhancement notations, comments, or ideas and other feedback to SecureCo with respect to the Platform Services as may be offered by SecureCo (collectively, “Feedback”); you agree that such Feedback shall be deemed, and shall remain, SecureCo’s property. Feedback shall not be subject to any obligation of confidentiality on SecureCo's part and SecureCo shall not be liable for any use or disclosure of any Feedback. SecureCo shall own all rights and interests related to Feedback (including without limitation all intellectual property rights therein) and shall be entitled to use any Feedback without restriction for any purpose whatsoever, commercial or otherwise, without compensation to you.

d. The rights and obligations of each Party pursuant to this Section 13 shall survive the expiration or termination of these Terms of Service, the Platform Access, or any Platform Service.

14.    TERMINATION

a. Either Party may terminate the Platform Services obtained under these Terms of Service, in whole or a part, upon written notice to the other Party in the event that the other Party breaches any material obligation under these Terms of Service and fails to remedy that breach within thirty (30) days upon receipt of a written notice from the other Party, or as required to do so by applicable law.

b. Either Party may terminate a particular Platform Service after the expiration of the Service Minimum Term by giving not less than thirty (30) days prior written notice to the other Party.

c. SecureCo may terminate the whole, or a part of the Platform Services provided under these Terms of Service at any point by giving ninety (90) days’ prior written notice to You. SecureCo will refund to You any Charges paid in advance by You in relation to the Platform Service(s) that have been terminated.

14.1.   Consequences of Termination

a. If a Platform Service is terminated:

15.   GENERAL

15.1.   Entire Agreement

These Terms of Service including all Service Orders constitute the entire understanding between the Parties, and in good faith supersedes all previous agreements, understandings, commitments, representations and warranties, whether written or verbal, in relation to its subject matter. Any rights not expressly granted herein are reserved to SecureCo.

15.2.   Force Majeure

If by reason of circumstances beyond SecureCo’s reasonable control, including acts or omissions of third party network operators or service providers, fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, pandemic, strikes or lockouts (a “Force Majeure Event”), SecureCo is prevented, hindered or delayed in the performance of any of its obligations under these Terms of Service, SecureCo will not be liable to You for not performing, or for the manner of its performance of, such obligation to the extent to which, SecureCo is so prevented, hindered or delayed.

15.3.   Assignment

You must not assign any of Your rights or otherwise deal with, or transfer, any of Your obligations under these Terms of Service, without the prior written consent of SecureCo.

15.4.   No waiver

No failure or delay on the part of either Party in exercising any power or right, and no grant of any indulgence or forbearance by that Party, under these Terms of Service will prejudice any of the rights or powers of that Party under these Terms of Service or be construed as a waiver of any warranty or obligation on the part of the other Party under these Terms of Service.

15.5.   Notifications
  1. You must notify SecureCo in writing of any change to Your details (including Your company number (if applicable), Your contact details, the details of Your Representative and/or Your Escalation Representative (defined below)). Any notice that SecureCo gives to You under these Terms of Service will be effectively served if;
    1. The notice is sent by hand or mail;
      1. unless SecureCo has been notified by You that the address no longer applies; or
      2. any address notified by You to SecureCo as Your current address from time to time (whether or not that address is Your registered address).
    2. The notice is sent by email to an email address provided to SecureCo or as subsequently notified to SecureCo.
  2. Notice is deemed to be received by a person;
    1. When delivered by hand;
    2. If sent by mail domestically, two (2) Business Days after posting;
    3. If sent by mail internationally, seven (7) Business Days after posting; or
    4. If sent by email, one (1) hour after sending unless the sender receives a report or notice indicating the email has not been delivered within that one (1) hour period.
  3. If the notice is deemed to be received on a day which is not a Business Day or after 5:00pm at the addressee’s location, it is deemed to be received at 9:00am at the addressee’s location on the next Business Day.
15.6.   Representatives

a. Each Party appoints its Representative as its agent to (non-exclusively) exercise powers, perform duties, and carry out the overall supervision and coordination of the obligations, of that Party under these Terms of Service.

b. You shall appoint Your Representative and Escalation Representative upon signing up for the Platform Services and may replace a Representative at any time upon written notice to SecureCo.  

c. SecureCo’s Representative can be contacted at legal@secureco.co, Attn: Head of Sales and Escalation Representative can be contacted at legal@secureco.co, Attn: CFO.

d. Each Party’s Representative is entitled to act entirely in the interests of the Party who appointed them;

e. A Party may at any time, by written notice to the other Party, replace the person then acting as the Party’s Representative and/or Escalation Representative; and

f. If a Party’s Representative and/or Escalation Representative knows of a matter, that knowledge is taken to also be within the knowledge of that Party.

15.7.   Relationship

No partnership, employment, agency or joint venture relationship is created, evidenced or intended by these Terms of Service.

15.8.   Dispute Resolution/Governing law

These Terms of Service shall be governed by the internal substantive laws of the State of Delaware, without respect to its conflict of laws principles. Any claim or dispute between You and SecureCo that relates to or arises in whole or in part from these Terms of Service shall be decided exclusively by a court of competent jurisdiction located in Delaware, provided, that You hereby agree that any dispute arising out of or relating in any way to these Terms of Service or Your use of the Platform Services or any information, materials or services You obtain from SecureCo requires that such claim be resolved exclusively by confidential binding arbitration. The arbitration shall be conducted before three neutral arbitrators in Delaware, in accordance with the rules of the American Arbitration Association (“AAA”), as then in effect. No claims of any other parties may be joined or otherwise combined in the arbitration proceeding. Unless otherwise expressly required by applicable law, each Party shall bear its own attorneys’ fees without regard to which Party is deemed the prevailing Party in the arbitration proceeding. Punitive and consequential damages may not be awarded under these Terms of Service.

BECAUSE THE USE OF THE PLATFORM SERVICES REQUIRES THE ARBITRATION OF ANY CLAIMS OR DISPUTES EXISTING BETWEEN THE PARTIES, NEITHER PARTY WILL HAVE THE RIGHT TO PURSUE THAT CLAIM IN COURT OR BEFORE A JUDGE OR JURY OR TO PARTICIPATE IN A CLASS ACTION OR ANY OTHER COLLECTIVE OR REPRESENTATIVE PROCEEDING. THE ARBITRATORS’ DECISION WILL BE FINAL AND BINDING. OTHER RIGHTS THAT EITHER PARTY WOULD HAVE IF SUCH PARTY WENT TO COURT, INCLUDING WITHOUT LIMITATION THE RIGHT TO CONDUCT DISCOVERY OR TO APPEAL, MAY BE LIMITED OR UNAVAILABLE IN ARBITRATION.

The award of the arbitrators may be enforced in any court having jurisdiction thereof. Each Party hereby consents (i) to the exclusive jurisdiction of the state or federal courts located in Delaware for any action (a) to compel arbitration, (b) to enforce any award of the arbitrators, (c) at any time prior to the qualification and appointment of the arbitrators, for temporary, interim or provisional equitable remedies, or (d) to enforce SecureCo’s intellectual property rights under these Terms of Service, and (ii) for service of process in any such action by registered mail or any other means provided by law. Should this Section be deemed invalid or otherwise unenforceable for any reason, it shall be severed and the Parties agree that sole and exclusive jurisdiction and venue for any claims will be in the state or federal courts in Delaware.

15.9. Survival.

Sections 6, 7, 8, 9, 10, 11, 12, 13, and 15.8 shall survive the expiration or earlier termination of these Terms of Service.

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