1. DEFINITIONS AND INTERPRETATION
CIPHR means Luxon Software Distribution Limited, a corporation duly constituted and doing business under the name CIPHR.
Permitted Purposes means the use of the Services by Your End Users in connection with the products and services You offer to Your End Users for lawful purposes only.
Services means the CIPHR real-time secured communication services for mobile applications, e-mails, text messages and data storage.
Website means the CIPHR website available at https://ciphr.io/ or any other URL.
Wiping Services means the CIPHR data deletion, wiping and erasing services.
You means (i) any CIPHR client using the Services for the Permitted Purposes, including any of its directors, officers, employees, agents and other person having access to the Services or (ii) as applicable, any person accessing the Website.
Unless the context requires otherwise: (i) grammatical variations of any term defined herein have a similar meaning; and (ii) words importing the singular number shall include the plural and words importing the masculine gender shall include the feminine and neutral genders and vice versa.
2. LIMITED LICENSE AND PROPRIETARY RIGHTS
3. RESTRICTIONS ON USE
The Services and the Website are made available to You and to Your End Users on the basis of the following representations and warranties, which constitute a condition precedent to the use of the Services and the Website:
Use of the Services. You and Your End Users will use the Services solely for the Permitted Purposes, in full compliance with applicable laws and in a manner not to harm CIPHR (or negatively affect its activities). In that respect, You and Your End Users will refrain from: (i) copying, changing, disassembling, reverse engineering, decompiling, modifying, deriving or otherwise extracting by any other means, or attempting to discover, the source code of the Services; (ii) giving access to the Services to any person that cannot make any of the foregoing representations and warranties; (iii) distributing the Services or making them available over any network or by any other means where they could be used by multiple devices at the same time unless authorized to do so; (iv) attempting to access any account (or the Website or Services) by automated means such as robots; (v) uploading viruses, spyware or malicious software and/or other content that could be harmful, or that could infringe, misappropriate or otherwise violate intellectual property rights or other rights or that could otherwise be in contravention of applicable laws; (vi) using the Services to impersonate others in a manner that misleads, confuses or deceives others; (vii) removing, circumventing, disabling, damaging or otherwise interfering with security features of the Services; (viii) accessing the Services via any means other than by a commercial browser; (ix) hiding, hindering, removing or concealing copyrights, trademarks and other intellectual property marks, references, symbols or rights; (x) combining, merging or duplicating the Services unless authorized to do so; and (xi) using the Services to create competing or similar services or to publish benchmark or other information with respect to the Services.
Due to the very nature and types of the Services offered and the means by which these Services are offered, CIPHR will not and shall not be required to monitor the communication of or Your access to the Services. However, CIPHR reserves the right to suspend or terminate Your access to any or all of the Services at any time, with or without notice as provided below.
CIPHR reserves the right at all times to disclose any information as CIPHR deems necessary to comply with any applicable laws, regulations, legal processes or governmental requests.
Jurisdiction. The Services are made available for use in countries that are not subject to economic, export or other sanctions and are not intended for use outside of these jurisdictions. In this regard, You expressly agree to comply with all Canadian and, as applicable, any foreign laws related to Your use of the Services and online conduct, including the export and import of the Services. You shall not provide, transport, export, re-export, or otherwise make available, whether directly or indirectly and regardless of form, including through visual access, the Services or any technology or technical data used to provide said Services or derived therefrom in a manner that would or could contradict the representations and warranties You made.
The fact that You may access the Services from elsewhere shall not constitute a representation or covenant that the Services be made available in such location. Whoever chooses to access the Services in a jurisdiction other than where the Services are offered does it at its own initiative and at its own risk, including as importer of the Services, and understands that such access may be contrary to the laws applicable therein.
Infringement of third-party rights. You and Your End Users hereby agree and represent that the use of the Services in combination with any other form of intellectual property does not and shall not infringe or constitute misappropriation or other form of violation of another’s intellectual property rights or other rights, and no action for infringement or other action with respect to such rights is pending or threatened to be brought before any court or forum. Should such an action be threatened or foreseen, then You and Your End User will immediately stop using the Services in combination with any other form of intellectual property and forthwith notify CIPHR of such situation.
References to Services. Should You or any of Your End Users make any reference to CIPHR, such reference shall: (i) be truthful, and cannot suggest that You or any of Your End Users are affiliated or partnered with or in any other form of business relationship with CIPHR, or that CIPHR approved, sponsored or endorsed the reference; (ii) never be hyperlinked to anything but the Website home page; and (iii) not make any representation, warranty or guarantee with respect to the Services, in each case unless otherwise expressly authorized by CIPHR.
4. CANCELLATION AND TERMINATION
Your right to terminate. The Services will continue until You terminate the Services, by deleting all copies of the software and ceasing to use the Services.
5. INTELLECTUAL PROPERTY
CIPHR intellectual property. All content available on the Website and Services offered by CIPHR or its business partners, affiliates, subsidiaries or entities part of the CIPHR group are the property of CIPHR or of those other entities. CIPHR reserves the right to modify, suspend or remove permanently any content from the Website without prior notice.
The Website, as well as the Services and their respective content, features or components including source codes, graphics, software, and visual interfaces are protected by copyright and other intellectual property laws and treaties. As such, any access to the Website and Services (and their respective content) and the right to use the Services do not grant You or any of Your End Users any right, title or interest in any form of intellectual property, which remains the exclusive property of CIPHR or those other entities, other than the right:
to create hyperlinks to Services and/or the pages of the Website, provided that such links do not represent the Services or CIPHR in a false or misleading manner, or in contravention of the provisions hereof, or in a manner that discredits such Services or CIPHR, or which would be prejudicial to its reputation or to other rights of CIPHR.
Subject to the foregoing, You understand that no right, title or interest is granted to You or to Your End Users in connection with any form of intellectual property owned by CIPHR. Furthermore, You or Your End Users may not:
use any trademark, trade name or logo, whether registered or not, which appears on the Website or the Services for any purpose without CIPHR’s authorization; or
use any third-party trademark, trade name or logo which appears on the Website or Services. Use of any such trademarks, trade names or logos is subject to the authorization of the applicable third-party holder thereof.
Your intellectual property
Software: You and/or Your End Users, as applicable, are responsible for all information or elements that You upload, exchange or transfer using the Services, and shall only submit legal content that You are allowed to upload, exchange or transfer via the Services. You may not upload or otherwise make available through the Website any content that is otherwise in contravention of any term set forth herein.
Feedback: You and Your End Users acknowledge that any feedback made to CIPHR is not confidential or proprietary, and You and Your End Users are deemed to grant to CIPHR a royalty-free, non-exclusive, non-revocable, perpetual, transferable, sublicensable, and worldwide license to use, copy, reproduce, publish, edit, format, delete or translate any feedback, suggestion, idea, enquiry or other information or material of a similar nature communicated to CIPHR or otherwise disclosed to it with respect to the Services.
To the fullest extent permissible under applicable law, CIPHR will not be liable for any loss, whether indirect or not objectively foreseeable, such as loss of profit, business or other opportunities, arising from any defect, error or failure to perform with respect to the Website or the Services or otherwise.
8. WARRANTY AND DISCLAIMER
Disclaimer. EVEN IF CIPHR USES TECHNOLOGIES WHICH ARE OF MERCHANTABLE QUALITY AND SUITABLE FOR THE PROVISIONS OF SERVICES, ANY ELECTRONIC SUPPORT – JUST AS ANY OTHER FORM OF SUPPORT – IS NOT INFALLIBLE AND FULLY SHELTERED FROM UNFORESEEABLE OR FORCE MAJEURE EVENTS, CYBERATTACKS OR UNAUTHORIZED USES AND ACCESS, AND YOU AND YOUR END USERS SHOULD BE AWARE THAT THERE IS AN INHERENT RISK IN TRANSMITTING ANY DATA ELECTRONICALLY. THIS RISK IS INHERENT IN ALL ELECTRONIC DEALINGS AS WELL AS TO ALL OTHER FORMS OF COMMUNICATIONS. CONSEQUENTLY, CIPHR CANNOT GUARANTEE THAT ANY INFORMATION TRANSMITTED WILL NEVER BE INTERCEPTED OR VIEWED OR SUBJECT TO OTHER INCIDENTS. FURTHERMORE, THE SERVICES WERE NOT CREATED TO MEET YOUR OR YOUR END USERS’ SPECIFIC NEEDS OR INTENDED USE. ACCORDINGLY, TO THE FULLEST EXTENT ALLOWED UNDER APPLICABLE LAWS, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND CIPHR DISCLAIMS ALL EXPRESS IMPLIED, ORAL OR WRITTEN GUARANTEES, WARRANTIES AND REPRESENTATIONS PERTAINING TO: (I) THE COMMUNICATION, (II) THE SUITABILITY OF THE SERVICES AND CONTENT FOR A PARTICULAR PURPOSE OR THE FACT THAT THE SERVICES AND CONTENT WILL MEET YOUR OR YOUR END USERS’ EXPECTATIONS, (III) THE FACT THAT THEY WILL RUN WITHOUT DELAYS, ERRORS OR INTERRUPTIONS AND THAT SUCH DELAYS, INTERRUPTIONS OR ERRORS WILL BE ADDRESSED IN A TIMELY FASHION (OR CAN BE ADDRESSED), (IV) THE FACT THAT THE SERVICES AND CONTENT ARE COMPATIBLE WITH YOUR OR YOUR END USERS’ DEVICES, (V) THE ABSENCE OF ADVERSE EFFECT ON YOUR AND YOUR END USERS’ SYSTEM, TECHNOLOGY OR DATA, AND (VI) THE SERVICES MERCHANTABILITY OTHER THAN AS PROVIDED FOR HEREIN.
FURTHERMORE, EVEN IF CIPHR MAKES REASONABLE EFFORTS IN ORDER FOR THE DESCRIPTION OF THE SERVICES AND OTHER CONTENT TO BE COMPLETE AND CURRENT, THE FOREGOING MAY INCLUDE INACCURACIES, TYPOGRAPHICAL ERRORS (AND OTHER ERRORS) AND OMISSIONS RELATING TO THE DESCRIPTION AND AVAILABILITY, OR OTHER INFORMATION. FOR INSTANCE, THE WEBSITE MAY DISPLAY INFORMATION ABOUT SOME FEATURES THAT ARE NO LONGER AVAILABLE (OR SLIGHTLY CHANGED). LIKEWISE, SOME FEATURES MAY BE DELETED, UPGRADED OR MODIFIED. FURTHERMORE, CIPHR DOES NOT CONTROL THE INFORMATION OFFERED OR MADE AVAILABLE ON OR THROUGH THE SERVICES. ACCORDINGLY, CIPHR INSISTS ON THE FACT THAT IT IS NOT MAKING REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION WILL BE ACCURATE OR COMPLETE, UP-TO-DATE OR RELEVANT, AND ACCORDINGLY ANY DECISION, ACTION TAKEN, OR FAILURE TO ACT, IN RELIANCE ON ANY CONTENT OR SERVICES IS YOUR AND YOUR END USERS’ SOLE RESPONSIBILITY AND LIABILITY.
YOU AND YOUR END USERS UNDERSTAND AND AGREE THAT THE USE OF THE SERVICES IS LEFT TO YOUR AND YOUR END USERS’ ENTIRE DISCRETION AND HENCE, IS MADE AT YOUR AND YOUR END USERS’ OWN RISKS. CIPHR DISCLAIMS ANY RESPONSIBILITY REGARDING THE USE OF THESE SERVICES, AND IS NOT RESPONSIBLE FOR ANY DAMAGE, INCLUDING DAMAGES CAUSED BY USE OR MISUSE OF THE SERVICES, SUBJECT HOWEVER TO APPLICABLE LAWS.
YOU SHALL ENSURE THAT ANY REPRESENTATION AND WARRANTY THAT YOU MAY MAKE TO YOUR END USERS ARE FULLY COMPATIBLE AND ALIGNED WITH THOSE SET FORTH HEREIN AND ASSUME THE FULL CONSEQUENCES FOR FAILING TO DO SO.
9. THIRD-PARTY WEBSITES
10. DATA DELETION AND WIPING SERVICES
The data deletion feature for Your and Your End Users’ devices offered by CIPHR is provided at no cost, and will only be possible with Your action. We recommend that You back-up all information stored on Your and Your End Users’ devices on a regular basis, or prior to using the data deletion service. When You click “Yes – Terminate this account”, the data contained on Your or Your End Users’ devices will be irrevocably erased. CIPHR is not responsible for any loss of data on Your or Your End Users’ devices, including theft of such information that may occur if You do not implement passcodes or other access safeguards, nor does it guarantee that such data deletion will meet Your requirements or achieve any particular result.
CIPHR assumes no responsibility for the Wiping Services performed, which it provides at no cost. CIPHR makes no representation, warranty, guarantee or promise of any kind, whether express or implied, arising from statute or otherwise, with respect to the Wiping Services offered. CIPHR does not warrant that its Wiping Services will meet Your requirements or achieve any particular result with respect to the completeness of any deletion or other similar actions undertaken using the Wiping Services nor any other particular result. Any data deletion action using the Wiping Services You take is strictly at Your own risk and discretion. No advice or information obtained, whether oral or written, by You or any of Your End Users from CIPHR or through or from the Wiping Services provided, shall create any warranties.
Limitation of Liability
In no event shall CIPHR and its business partners, affiliates, subsidiaries or entities part of the CIPHR group and any of their respective directors, officers, employees, agents or other representatives be liable for any direct, indirect, special, incidental, consequential, punitive or aggravated damages (including, without limitation, damages for loss of data, income or profit, loss of or damage to property and third party claims) or any other damages of any kind, arising out of or in connection with the Wiping Services; any materials, information, qualification and recommendations, and any software, tools and tips, related thereto; and Your account and password, whether or not CIPHR has been advised of the possibility of such damages. CIPHR will not be liable for any losses and damages in connection with the use of the Wiping Services. In particular, CIPHR and its business partners, affiliates, subsidiaries or entities part of the CIPHR group and any of their respective directors, officers, employees, agents or other representatives will in no event be liable for Your or Your End Users’ failure to protect Your or their devices, including through the use of passcodes and/or as a result of sharing Your or their passcodes or other personal information, the loss of any data on Your or their devices resulting from the Wiping Services or the access by any third party of any data through Your or their devices, either before or after You or they use the Wiping Services. CIPHR shall not be responsible for any delays in performing the Wiping Services arising out of any circumstances, nor shall CIPHR be responsible if the data is not deleted in its entirety. This exclusion of liability shall apply to the fullest extent permitted by law.
You are responsible for and agree to defend, indemnify and hold harmless at Your own expense CIPHR and its business partners, affiliates, subsidiaries or entities part of the CIPHR group and any of their respective directors, officers, employees, agents or other representatives from and against all claims, liability and expenses, including all legal fees and costs, arising from or relating to Your or any of Your End Users’ breach of the terms and conditions related to, and Your or any of Your End Users’ use of, the Wiping Services.
11. CONTACTING CIPHR
Questions, comments and requests
Withdrawal of consent
CIPHR may communicate with You for promotional and marketing purposes by e-mail, pop-ups, mail, telephone, text messages or other means of communication. CIPHR will generally use the same means of communication You chose to contact CIPHR or the preferred means specified by You. Should You wish to be removed from one or more of CIPHR’s promotional mailing lists, then You should click on the ready-to-use “unsubscribe” mechanism provided at the bottom of each e-mail or simply reply to that e-mail with the word “STOP” or “Unsubscribe”.
Should You wish to be removed from one or more promotional mailing lists, You can do so by specifying, in an e-mail, letter or phone call, which list(s) You wish to be removed from.