Instant Recon Scan - Terms of Services

Last Updated 17 July 2020

This Instant Recon Scan (“Services”) is offered by Onapsis, Inc. (“Onapsis”). These Terms of Service (“Terms”) outlines the responsibilities and obligations of the customer (“Customer” or “You” or “Your”) when using the Services. By actually using the Services, You agree to be bound by these Terms and You understand and agree that Onapsis will treat Your use of the Services as acceptance of these Terms. If You are entering into these Terms on behalf of an entity, such as the company You work for, then You represent to Onapsis that You have the legal authority to bind the Customer to these Terms. If You do not have that authority or if Customer does not agree with these Terms, then You may not use or access Onapsis’s Services.

Section I – Provision of the Services

Onapsis is constantly innovating to provide the best possible experience for its Customers. You acknowledge and agree that the form and nature of the Services which Onapsis provides may change from time to time without prior notice to You and agree that Onapsis may, at is sole discretion stop (permanently or temporarily) providing the Services to You or to Customers generally, without prior notice to You.

Section II – Your Use of the Services

1. In order to access the Services, You may be required to provide information, such as identification or contact details as part of the registration process for the Services or as part of Your continued use of the Services, and any and all information You provide to Onapsis, including without limitation, IP addresses and systems identification information (“Content”), You agree that any Content You give to Onapsis will always be accurate, correct and up to date. You acknowledge that You are responsible for the Content You submit, and will have full responsibility for that Content, including its legality, reliability, appropriateness, originality, patent and copyright.
    
2. You represent and warrant that You retain all rights and licenses in the Content which You submit, post or display on or through, the Services. By submitting, posting or displaying the Content You grant Onapsis a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish the Content which You submit, post or display on or through, the Services.
    
3. You understand that Onapsis, in performing the required technical steps to provide the Services, may (a) transmit or distribute your Content over various public networks and in various media; and (b) make such changes to your Content as are necessary to conform and adapt that Content to the technical requirements of connecting networks, devices, services or media. You agree that this license shall permit Onapsis to take these actions. You confirm and warrant to Onapsis that you have all the rights, power and authority necessary to grant the above license. In the event Customer fails to comply with this provision, Customer shall indemnify, defend, and hold harmless Onapsis in accordance with Section V of these Terms.
    
4. You agree to use the Services only for purposes that are permitted by these Terms.
    
5. You agree not use any of the Services to: (i) modify, adapt, alter, translate, or create derivative works from the Services, (ii) access (or attempt to access) any of the Services by any means other than through the interfaces that are provided by Onapsis, (iii) engage in any activity that interferes with or disrupts Onapsis’s Services (or the servers and networks which are connected to Onapsis’s Services); (iv) use the Services for any illegal activity or malicious attack; (v) use viruses, spyware or malware, worms, trojan horses, time bombs or any other such malicious codes or instructions, (vi) violate the copyright, trademark, patent, or other intellectual property rights of others, or any person’s rights of privacy or publicity; or (vii) sell, resell, or duplicate the Services.

Section III-Intellectual Property Rights

Onapsis and its licensor(s) owns, and shall own, all right, title and interest (including all intellectual property rights in (a) all Services, including without limitation all modifications or customizations made by Onapsis whether upon the suggestion of Onapsis, Customer or otherwise, and (b) all inventions, know how, ideas, techniques, equipment, software, tools or processes used by Onapsis in performing the Services and any related improvements or modifications. Customer acknowledges that the Services may contain information which is designated confidential by Onapsis and that You shall not disclose such information without Onapsis’s prior written consent ("Confidential Information").

Section IV- Indemnification

Customer shall indemnify, defend and hold harmless Onapsis from and against all third-party claims, suits, losses, judgments, awards, damages and reasonable costs, arising out of or related to Your use of the Services (including, but not limited to, from Your submissions of Content or from Your violation of any these Terms).

Section V- Limitations; Disclaimer

1. THE SERVICES ARE PROVIDED TO CUSTOMER FREE OF CHARGE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ONAPSIS, ITS SUCCESSORS OR ASSIGNS, BE LIABLE FOR ANY DIRECT DAMAGES OR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, OF ANY KIND WHATSOEVER (INCLUDING WITHOUT LIMITATION LOSS OF INCOME, DATA, GOODWILL, USE OR INFORMATION, SECURITY BREACHES OR INTRUSIONS, DOWNTIME OR COSTS OF SUBSTITUTE SOFTWARE OR EQUIPMENT), WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
    
2. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE SERVICES ARE PROVIDED BY ONAPSIS ON AN “AS IS” AND AS AVAILABLE BASIS, AND THE ACCESS TO AND/OR USE OF THE SERVICES, IS AT CUSTOMER’S SOLE RISK. ANY AND ALL WARRANTIES NOT SPECIFICALLY SET FORTH IN THIS AGREEMENT, WHETHER EXPRESS, IMPLIED OR STATUTORY, AND SPECIFICALLY THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE, ARE HEREBY EXPRESSLY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW.  IN NO EVENT DOES ONAPSIS WARRANT THAT THE OPERATION OF THE SERVICES SHALL BE UNINTERRUPTED OR ERROR FREE.

Section VI – Data Privacy

To the extent that Onapsis processes personal data about any individual in the course of providing the Services,  its shall do so in accordance with Onapsis’s privacy policy, a copy of which is located at https://www.onapsis.com/privacy-policy. This policy explains how Onapsis treats Your personal data, and protects Your privacy, when You use the Services. You agree to the use of Your data in accordance with Onapsis’s privacy policy.

Section VII – Termination

These Terms will continue to apply until ended by either You or Onapsis. You can choose to end them at any time for any reason by discontinuing Your use of our Services and, if applicable, deleting Your account.

We may suspend or terminate Your access to our Services at any time for any reason, including, but not limited to, if we reasonably believe: (i) You have violated these Terms; (ii) You create risk or possible legal exposure for us; or (iii) our provision of the Services to You is no longer commercially viable.

In all such cases, these Terms shall terminate, except that the following sections shall continue to apply: Intellectual Property, Indemnification, Limitations; Disclaimer, Miscellaneous.

Section VIII– Miscellaneous

Customer agree to comply with all applicable laws in its use of the Services. These Terms are governed by the laws of the State of Delaware, excluding its conflict of law provisions, and any claims arising hereunder shall be subject to the exclusive jurisdiction of courts in the State of Delaware. This Agreement is the entire agreement between Customer and Onapsis and supersedes any other communications or advertising with respect to the Services. If any provision of these Terms is held invalid, the remainder of these Terms will continue in full force and effect. No provision of this Terms shall be deemed waived or modified except in a writing signed by an authorized representative of Onapsis. There are no implied licenses hereunder. Customer may not assign these Terms without the prior written consent of Onapsis. The Parties to these Terms are independent contractors. Neither Party is an agent, representative, joint venturer, or partner of the other Party. Neither Party shall have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind the other Party. Each Party shall bear its own costs and expenses in performing these Terms.