Terms of Service (Business)
Last updated: 30/09/20
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These terms (“Terms”) are between nordvpn s.a. (“we”, “us”, “our” or “NordPass”) and the organization agreeing to these Terms (“you” or “Customer”). Terms govern access to and use of NordPass business services, which include NordPass software and any services that NordPass provide to Customer through software, applications or otherwise (all of which are collectively referred to as the “Services”).
Please note that Terms constitute a binding legal agreement between you and NordPass. By visiting the website, registering for, installing and (or) using Services on any platform or device you agree to be bound by these Terms. It is only under these Terms that NordPass allows Customers to use Services. If you do not agree to these Terms or any provisions hereof, please do not install and do not use our Services.
If you are agreeing to Terms for use of the Services by an organization, you are agreeing on behalf of that organization. You must have the authority to bind that organization to these Terms, otherwise you must not sign up for the Services.
You are not allowed to connect and use Services if you are a competitor of our business and (or) are using our Services in order to gain information to be used for unfair competition, if you have been or are prohibited to access the Services, or if your account has been suspended or closed due to any reason.
The Services are password security services, which enhance internet security and privacy for businesses. Under Terms, at your individual request and at your sole discretion we provide Services for your exclusive use. NordPass is a provider of the Services, but its Customers have a duty to comply with all applicable laws and regulations when using Services. NordPass will not be liable in any way or form for actions done by its Customers while using Services, including criminal liability and civil liability, for harm executed, intended or otherwise.
License to use Services. We grant you a non-exclusive, recoverable, non-transferable, non-sublicensable worldwide license to use the NordPass software solely in connection with the Services and in accordance with these Terms.
Support. NordPass will provide priority business support to Customer’s administrators and end users. For the purpose of these Terms, “end user” means users of Customer's Services account. Customer may create end user accounts through the admin panel. Customer is responsible for maintaining the confidentiality and security of passwords and accounts and managing access to the admin panel. NordPass is not responsible for internal management or administration of Services for Customer.
Customer will, at its own expense, be responsible for providing support to its end users regarding issues that are particular to their end users' access to Services (e.g., resetting passwords, suspending accounts). Customer will use commercially reasonable efforts to resolve any such support issues before escalating them to NordPass.
THERE IS NO WAY TO RECOVER ITEMS STORED WITHIN NORDPASS VAULT WITHOUT A VALID MASTER PASSWORD OR A RECOVERY CODE. DUE TO THE ENCRYPTED NATURE OF THE SERVICES, YOU ACKNOWLEDGE THAT NORDPASS HAS NO ABILITY OR OBLIGATION TO RECOVER YOUR DATA IF YOU OR YOUR END USER MISPLACED MASTER PASSWORDS AND RECOVERY CODES FOR THEIR NORDPASS VAULTS.
Customer is responsible for (a) duly payment of all fees relating to Customer’s use of the Services; (b) administering all end users' access to Services and promptly notifying NordPass of any unauthorized use of or access to the Services; (c) secure preservation of master passwords and recovery codes for admin account and end users’ accounts; (d) maintaining the confidentiality and security of passwords and accounts and managing access to admin panel; (e) maintaining accurate and current account and contact information for each admin account; and (f) ensuring that any and all use of Services complies with these Terms and applicable laws.
Restricted uses. Customer will not, and will ensure that end users or its affiliates do not: (a) offer for sale or lease, sell, resell or lease access to the Services; (b) attempt to reverse engineer Services or any software or other components used therein or assist anyone else in doing so; (c) use Services in a manner or under circumstances where use or failure of Services could lead to death, personal injury or physical damage; or (d) use Services in a manner that would violate applicable laws; (e) attempt to create a substitute or similar service through the use of, or access to, the Services or NordPass; (f) violate general ethic or moral norms, good customs and fair conduct norms; or (g) otherwise infringe or circumvent these Terms.
NordPass does not tolerate any unlawful, illicit, criminal or fraudulent activities perpetrated by using the Services. Customer has the sole control to select the persons and enable them to use the Services, effectively making them end users. Customer is therefore responsible for use of the Services by respective end users. Customer will comply with laws and regulations applicable to Customer's use of the Services. Customer will not take any action that would cause NordPass to violate any applicable laws. If an end user: (a) violates these Terms; or (b) uses Services in a manner that NordPass reasonably believes will cause its liability, then NordPass may request the respective Customer to suspend or terminate the end user’s account. If Customer fails to promptly suspend or terminate such an end user’s account, then NordPass may terminate it itself. Such failure to act by Customer might be treated as a material breach of Terms at the sole discretion of NordPass.
Ownership. Intellectual property rights
By accessing and using this Website and by using Services, you accept and acknowledge that the Services, including, but not limited to, the appearance, content, selection, assembly and functionality and any other parts or specifics of the Website and Services, are the sole ownership of NordPass (despite whether the specific content is individually protected by copyright or other intellectual property rights).
Except as expressly set forth herein, these Terms do not grant either party any rights, implied or otherwise, to the other's intellectual property. No title to or ownership of or any other rights in or to NordPass or software provided by NordPass to access the Services is transferred to Customer under these Terms.
Trademarks. Customer hereby grants NordPass a non-exclusive, royalty free license to display, reproduce and distribute Customer’s trademarks and to modify (for technical purposes only) such trademarks solely in connection with making Services available to Customer’s end users.
Customer grants permission to NordPass to include Customer’s name, logo, trademarks and (or) other distinctive brand features together or separately with its testimonials in a list of NordPass’ Customers online and (or) in print and electronic marketing materials. NordPass may use, modify, and incorporate into its products and services, license and sublicense, or any other NordPass document, any feedback, comments, or suggestions on Services that Customer or end users may send to NordPass or post in our forums without any obligation to Customer. No additional request is needed from Customer for such use of the material and for the incorporation of such material for the above indicated purposes.
Third-party software. We may from time to time include as part of the NordPass Service computer software supplied by third parties which is utilized by permission of the respective licensors and/or copyright holders on the terms provided by such parties. We provide information about open source third-party software here. NordPass expressly disclaims any warranty or other assurance to you regarding such third-party software.
Third party requests
Customer acknowledges and agrees that it is responsible for responding to a request from a third party for records relating to Customer's or an end user's use of Services (including but not limited to criminal or civil subpoenas or other legal process requesting Customer or end user information) (“Third Party Request”). If NordPass receives a Third Party Request, NordPass will, to the extent allowed by law and by terms of the Third Party Request, direct the third party to Customer to pursue the Third Party Request. NordPass retains the right to respond to Third Party Requests for Customer information where NordPass determines, in its sole discretion, that it is required by law to comply with a such Third Party Request.
CUSTOMER ACKNOWLEDGES THAT CUSTOMER AND ITS END USERS MAY LOSE ACCESS TO SERVICES IN THE EVENT THAT CUSTOMER FAILS TO PROVIDE TIMELY PAYMENT.
Services are subscribed on a service period basis. Customer chooses the service period and the payment method when signing up for the Services. In some cases NordPass might make parts of Services with limited functionality available free of charge. In case it is technologically available, depending on the selected payment method, payments will be recurring, meaning that your chosen payment method will be charged at the beginning of each service period, repeating the length of the previous service period, unless you decide to cancel your subscription for the Services. Fees are non-refundable except as required by law or as otherwise specifically permitted in these Terms.
Taxes. Each party shall be responsible for paying all local, state, federal or foreign taxes, duties or levies, due in relation to amounts collected by it. All payments to be made under these Terms shall be free and clear of any and all taxes, levies, duties, imports, fees or other charges. Where any sum due to be paid hereunder is subject to any withholding tax, Customer may be entitled to deduct it from the amount payable to NordPass under condition that it duly provides NordPass with the proper required certificate and shall take all other actions to enable NordPass to take advantage of any applicable double taxation agreement or treaty.
Changes in fees. We may change the pricing of our Services from time to time and add new fees and charges for certain features or to reflect a change in business or legal rules, but we will provide you with advance notice of changes in recurring subscription fees. Any increase in charges for the same Service would not apply until the expiration of your then current billing cycle, unless otherwise specifically provided in our notice to you, and would become effective no sooner than the next time you would be charged for that Service. If you do not agree with the new price or other applicable charges, you may elect not to renew the Service subscription before the price change goes into effect, such cancellation becoming effective at the expiration of your then current subscription period.
These Terms shall be effective upon the date Terms are accepted by Customer and, if the Service period has not been renewed, until the end of the subscription period chosen by Customer upon registration (“Subscription Period”), unless and until terminated in accordance with the provisions of Section “Termination”.
Automatic Renewals. Following the initial Subscription Period, the subscription to Services will automatically renew repeating the length of the previous Subscription Period, unless either party gives the other written notice of termination at least ten (10) days prior to the expiration of the then-current Services term. If a Customer has provided a payment method to NordPass for recurring charges as provided in Section “Payments”, Customer may select to terminate these Terms prior to the day a new Subscription Period begins.
Either party may terminate these Terms if: (a) the other party is in material breach of Terms and fails to cure that breach within thirty (30) days after receipt of written notice; or (b) the other party ceases its business operations or becomes subject to insolvency, bankruptcy, winding-up or similar proceedings and the proceedings are not dismissed within ninety (90) days. NordPass may terminate these Terms and suspend Customer’s access to the Services if required to do so by law or for conducting criminal or illegal activities by Customer or its end users when using Services if reasonably suspected by NordPass.
Consequences of termination. After termination of Terms for any reason whatsoever and without prejudice to any other applicable provisions set forth in these Terms: (a) except as set forth in this Section, the rights and licenses granted by NordPass to Customer will cease immediately; (b) following termination of Terms NordPass shall delete or otherwise make unrecoverable and (or) anonymized any end user accounts and other data relating to Customer’s account in a commercially reasonable period, except for copies as authorized under these Terms, or as required to be retained in accordance with applicable law; (c) all provisions of these Terms which by their nature are intended to continue in effect after the expiration or termination and all rights and remedies of the parties that accrued up to the termination date or by virtue of the termination or expiration will survive the termination date.
Confidential Information shall mean and include all data and information disclosed by a party to the other party during the Subscription Period and (or) pre-contractual relationship (whether written or oral, regardless of the way in which it has been provided), information designated as confidential by either party and all other information which relates to the business, affairs, customers, products, development, know-how, trade secrets and personnel of either party (“Confidential Information”).
The receiving party shall: (a) keep Confidential Information in strict confidence; (b) not disclose any of the Confidential Information in any manner to any third party; (c) use Confidential Information solely for the purposes established in these Terms; (d) adopt the measures necessary to protect Confidential Information received from the disclosing party against disclosure, which shall represent at least the same degree of care as used to protect its own confidential information; (e) communicate and allow access to Confidential Information solely to those employees, individuals and legal entities providing services to the receiving party which may require it for the purpose of providing Services; each party shall be responsible for any breach of the confidentiality obligations by the individuals or legal entities to whom it has communicated the Confidential Information; (f) make no copies of any Confidential Information or alter, modify or in any other way change it without the disclosing party’s prior consent; (g) not assert any claim of title or ownership to the Confidential Information or any portion thereof.
The confidentiality obligations shall not apply to that information which: (a) is or becomes publicly available other than as a result of a breach of Terms by the receiving party; (b) is already in the receiving party’s lawful possession prior to disclosure by the disclosing party or is independently derived by the receiving party without the aid, application or use of the Confidential Information or other than by breach of these confidentiality obligations; (c) is lawfully disclosed to the receiving party by a third party on a non-confidential basis; or (d) is necessary to allow a party to comply with applicable law, decision by a court or, requests from government agencies or third parties, that such party determines require disclosure, but only after first notifying the other party of the required disclosure, unless such notification is prohibited.
Disclaimer of warranties
THE SERVICES AND SOFTWARE ARE PROVIDED “AS IS”. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, WE NEITHER WARRANT NOR REPRESENT THAT SERVICES WILL MEET ALL REQUIREMENTS OF CUSTOMER OR ANY END USER, OR THAT THE OPERATION OF THE SOFTWARE OR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ALL DEFECTS IN THE SOFTWARE AND SERVICES WILL BE CORRECTED.
YOU ACKNOWLEDGE THAT WE DO NOT HAVE CONTROL OVER YOUR USE OF THE SERVICES. CUSTOMER IS RESPONSIBLE FOR USING SERVICES OR SOFTWARE IN ACCORDANCE WITH THE TERMS SET FORTH HEREIN.
Limitation of liability
There are inherent risks in relying upon, using, transmitting or retrieving any data and (or) content on the internet, and we urge you to make sure you understand these risks before using NordPass Services.
TO THE FULLEST EXTENT PERMITTED BY LAW NORDPASS AND ITS AFFILIATES, SUPPLIERS, RESELLERS AND DISTRIBUTORS WILL NOT BE LIABLE UNDER THESE TERMS FOR (A) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, WHETHER ARISING IN CONTRACT OR IN TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE); OR (B) LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
NORDPASS AGGREGATE AND CUMULATIVE LIABILITY FOR DAMAGES HEREUNDER SHALL IN NO EVENT EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER TO NORDPASS UNDER THESE TERMS DURING THE TWELVE-MONTH PERIOD PRECEDING THE INITIATION OF ANY CLAIM FOR DAMAGES.
By Customer. Customer will indemnify and hold NordPass harmless from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys' fees) arising out of any claim, judgment or proceeding against NordPass and its affiliates resulting from or related to Customer's or Customer's end users' use of Services in violation of these Terms.
By NordPass. NordPass will indemnify and hold Customer harmless from and against all liabilities, damages and costs arising out of any claim, judgment or proceeding against Customer and its affiliates resulting from or related to allegation that NordPass’ technology used to provide Services to Customer infringes or misappropriates any copyright, trade secret, patent, or trademark right of a third party. In no event will NordPass have any obligations or liability under this section arising from the use of any Services in a modified form or in combination with materials not furnished by NordPass. NordPass liabilities, damages and costs under this provision are limited to the same amount as foreseen in section “Limitation of liability”.
The indemnified party will promptly notify the indemnifying party of all claims of which it becomes aware and will: (a) provide reasonable cooperation to the indemnifying party at the indemnifying party’s expense in connection with the defense or settlement of all claims, and (b) be entitled to participate at its own expense in the defense of all claims. The indemnified party agrees that the indemnifying party will have sole and exclusive control over the defense and settlement of all claims provided. The indemnifying party will not acquiesce to any judgment or enter into any settlement, either of which imposes any obligation or liability on an indemnified party, without the indemnified party's prior written consent. THE INDEMNITIES ABOVE ARE CUSTOMER'S ONLY REMEDY UNDER THESE TERMS FOR VIOLATION BY NORDPASS OF A THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS.
Disputes; Governing law. The parties shall endeavor in good faith to resolve any dispute, claim, controversy, or disagreement relating to or arising out of these Terms, or the subject matter of these Terms (“Dispute”), by negotiation. Any Dispute which remains unresolved 30 (thirty) days after either party gives written notice of the existence of such Dispute, may be referred for final resolution by the competent courts of England and Wales in London, United Kingdom. The proceedings shall be held in English language. The parties agree that these Terms will be governed by the laws of England and Wales.
Class action waiver. Where permitted under the applicable law, class action lawsuits, class-wide arbitrations, private attorney-general actions, and any other proceeding where someone acts in such representative capacity are not allowed. Unless both Customer and NordPass agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding.
Modification. NordPass may revise these Terms from time to time without any liability and the most recent version will always be posted on the Website. The amendment of Terms may be communicated to you by sending an email or by publishing the updated Terms on the Website. Revised Terms will not be applied retroactively and will become effective from the day they are updated. Customer's continued use of Services after the effectiveness of any update will be deemed to represent Customer's consent to be bound by, and agreement with, the amended Terms.
Notices. Any notice required or permitted to be given hereunder shall be given in writing by personal delivery, by e-mail or by world-recognized courier delivery. Notices to Customer may also be sent to the applicable account email address and are deemed given when sent. Notices to NordPass in any case must also be sent to [email protected] and are deemed given the next business day from such notification.
Data Protection. Customer is responsible for obtaining any consents in accordance with applicable data protection laws from its end users and (or) providing all necessary information to its end users relating to the processing of their personal information. If the provision of Services to Customer are subject to the EU General Data Protection Regulation (2016/679), the NordPass [Data Processing Agreement] forms part of these Terms between NordPass and the Customer.
Independent contractors. Nothing in these Terms shall be considered as grounds for partnership, agency, distribution, joint venture or similar relationship between you and NordPass.
Assignment. Neither party shall assign these Terms or any right or interest under these Terms, nor delegate any obligation to be performed under these Terms, without the other party's prior written consent. NordPass can assign its rights and obligations under these Terms to selected third parties without Customer’s consent in case of corporate reorganization, merge, acquisitions, sale or transfer of all or part of its assets.
Third parties. Customer acknowledges and agrees that NordPass uses third party services providers (including but not limited to servers’ services providers) in order to provide Services and will not be held liable for third party services providers’ actions or inaction beyond reasonable control of NordPass.
Force majeure. If either party is prevented from performing any portion of these Terms (except for payment obligations) by causes beyond its reasonable control, including, without limitation, failures of telecommunication or internet service providers, labor disputes, civil commotion, war, governmental regulations or controls, casualty, inability to obtain materials or services or acts of God, such defaulting party will be excused from performance for the period of the delay and for a reasonable time thereafter.
Waiver. The failure by either party to exercise or the delay in exercising any right or remedy provided by these Terms or by applicable law shall not constitute or be construed as a waiver of that right or remedy, a waiver of any other right or remedy or in any way affect the validity of these Terms.
Severability. If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that the Terms shall otherwise remain in full force and effect and enforceable.
If you have questions or concerns regarding these Terms please contact us at [email protected].