SmartRM

SmartRM® SOFTWARE LICENSE AGREEMENT

SmartRM® FIREFOX PLUGIN

These Terms and Conditions represent the entire agreement between SmartRM, Inc., a company incorporated under the Laws of Delaware, with registered office in VDC Center U, Mass Boston W 100 Morrissey Boulevard, Boston, MA 02125, United States of America (hereinafter “SmartRM”) and you (hereinafter the “User”, or simply “You”). Please read the Agreement carefully before using the Software. “Software” stands for and has the meaning of the software mentioned above and described in details below, including its updates, amendments, and modifications due to standard and extra-ordinary maintenance.

You are not obliged to accept this Agreement. Nevertheless, should you decide not to accept the Agreement and sign up for a SmartRM user profile, it will not possible for You using the Software, its applications and future developments.

By accepting this Agreement, You shall be subject to the following rules and granted of the following rights, including Your right to use the Software.

1. Description and purpose of the Software.

   The Software has been created, developed and is intended to secure your files, including videos, pictures, or software of any kind (“Contents”) and send, share, receive and/or decide to open those Contents. The Software may also be able to provide You with a unique encryption method allowing You to share Your Contents with each and everyone you have identified as authorized recipient. Subject to Software availability and developments, You may also be able to monitor and keep track of any subsequent sharing attempt made by Your authorized recipients, and You may be able to grant, or deny access to Your file at every step of the sharing cascade. SmartRM may, but is not under the obligation to, provide You and Your recipients with a unique identification code and encryption key which will be necessary to open and read the Contents You have decided to share.

   Notwithstanding the warranty and limitation of liability clauses set forth below, SmartRM shall not be considered liable for any damage, claim, complaint or issue eventually arising from the use of the Software different from purpose explained under this article 1.

2. INSTALLATION AND USE RIGHTS.

   1. Installation and Use.

      You may install and use only one copy of the software on your computer. YOU SHALL USE THE SOFTWARE UNDER THE USAGE POLICY RULES DESCRIBED UNDER POINT 5 BELOW.

   2. Third Party Files.

      The SmartRM Software may be incorporated into, and may incorporate itself, software and other technology owned and operated by third parties. Any of these third party software or technology that is incorporated in the Software is subject to this Agreement as well as to the applicable contracts or terms of use provided by the relevant rights owners. You are required to act accordingly and avoid any breach of these legally binding documents. Smart RM hereby excludes any direct or indirect liability relating to Your use of any Third Party’s software or technologies.

3. Terms of License.

   SmartRM grants You a non exclusive, non transferable license to use the Software, such license being subject to restrictions expressly mentioned under this Agreement or eventually incorporated into this Agreement later on at SmartRM discretion. Unless differently specified by SmartRM in writing and communicated to You at Your contact details released during the sign-up process, You may use the Software only as expressly permitted in this Agreement. In doing so, You shall also comply with, and you hereby expressly accept, any technical limitations of the Software; it is in any case prohibited:

   • Work around any technical limitations in the software;
   • Operate any reverse engineer practices, decompile or disassemble the Software, violate its code, try to disrupt its encryption method, use it to circumvent applicable laws and regulations;
   • Make more copies of the software than specified in this agreement or allowed by applicable laws;
   • Give instructions to third party to allow or facilitate them to copy the Software;
   • Sell, rent, lease or lend the Software;
   • Act in breach of art. 5 below and generally against the terms of this Agreement.

4. Export Restrictions.

   The Software object of this Agreement is subject to the United States export laws and regulations. You must comply with all domestic and international export laws and regulations that apply to the Software. These laws may imply restrictions on destinations, final users and applicable functionalities.

5. USAGE POLICY. Disclaimer of warranty on Contents.

   You understand that all the Contents, whether received, sent or in any case privately transmitted trough the Software, are the sole responsibility of the person from whom such Content originated. This means that you, and not SmartRM, are entirely responsible for each and every Content that you send, transmit or otherwise make available via the Software. SmartRM has no control and does not monitor or track the Contents circulated via the Software which are intended to remain encrypted while surfing or residing on SmartRM servers. Furthermore, SmartRM has built security measures to protect the Software and its own infrastructure, according to best practice standards and on SmartRM, therefore, does not guarantee the accuracy, integrity or quality of Your Contents and their transmission. You understand, accept and acknowledge that by using the Software you may be exposed to Content being sent to You that may be offensive, indecent or objectionable. The software allows You to decline contents from third parties You do not know, if You think they might be dangerous, illicit, or otherwise objectionable. You are invited not to open Contents sent from unknown or suspicious origin. Under no circumstances SmartRM shall be recognized liable for those Contents. Smart RM shall neither be responsible for errors or mistakes including, but not limited to, any errors, bugs or omissions in any Contents, or any loss or damage of any kind arising from the use of the Software or the Contents posted, emailed, transmitted or otherwise made available via the Software.

   With regard to Your behaviour and usage code while using the Software, You agree to not use the It to:

   • Email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, libellous, invasive of third parties’ privacy, hateful, racially, ethnically or otherwise objectionable;
   • Harm or generate damage to minors in any way;
   • Impersonate any person or entity, including famous characters, political leaders, legal representatives of a company;
   • Circumvent applicable laws or third-parties’ rights, including applicable IP laws and data protection regulation, particularly copyright, U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law.
   • Transfer software, technology, and other technical data via the Software to any individuals, companies or Countries identified as unauthorized recipients by the US Government;
   • Use the Software for military, nuclear, missile, chemical or biological weaponry end uses in violation of U.S. export laws;
   • Provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act;
   • Email, transmit or otherwise make available Contents you do not have a right on, made available under any law or under contractual relationships;
   • Email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights ("Rights") of any party;
   • Email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation unless You have received express consent to this extent by the intended recipient;
   • Email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
   • Interfere with the Software itself, the SmartRM servers or any other networks connected to the Software;

   Should you have notice of such abuses and any other objectionable behaviour exploited trough the use of the software, please report it to SmartRM at [email protected]

   Due to compatibility restrictions, You cannot either use the Software trough a device different from a PC or a laptop. For avoidance of doubts, You shall not use the Software by accessing it trough a mobile device, a TV screen, a PDA, an ATM or a remote control device. Any unauthorized use of the Software is not permitted: SmartRM shall not be liable for any damage arising from Your use of the Software from the non-PC platform or devices.

6. Disclaimer of Warranty.

   You understand and agree that the SmartRM Software is provided "AS-IS" and “AS-AVAILABLE” and that SmartRM will not be subject to liability or responsibility of any kind concerning eventual timeliness, bugs, deletion, mis-delivery or failure to store any communications carried trough the Software. You are the sole responsible for Your use of the Software, and you acknowledge that any third parties may attempt to breach restrictions and security measures of the Software in order to access Your Contents.

   SMARTRM AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF ITS SOFTWARE.

   You also acknowledge that you may not rely on SmartRM to track or monitor third-parties’ Contents sent to your attention. You acknowledge, consent and agree that SmarRM may be required to access, preserve and disclose Your account information and Contents should this be required by law, empowered Authorities, Law Enforcement Agents, or in a situation where in good faith SmartRM may believe that such access preservation or disclosure is reasonably necessary to: (i) act according to legal processes and policies; (ii) apply this Agreement; (iii) provide feedback to formal disputes claiming that Your Content violates the rights of third parties; (iv) Reply to enquiries relating to customer service activity;

7. Limitation on and Exclusion of Liability. Remedies and Damages.

   You can recover from SmartRM and its suppliers only direct damages up to U.S. $10.00. It is expressly excluded a damage recovery above this cap, including any further damages, consequential, lost of profits, indirect or incidental damages.

   The limitation under this point 9 also includes and applies to:

   • Anything related to the Software, the Content, as well as software and contents running on third party Internet sites, or third party programs;
   • Any economic loss or damage, including the reasonable legal fees, relating to Your use of the Software, according or not with this Agreement;
   • Claims for breach of contract, breach of warranty, guarantee or condition, strict liability, negligence, or other tort to the extent permitted by applicable law.
   The above limitations or exclusions may not apply to you in case your Country does not allow the enforcement of exclusion or limitation of incidental, consequential or other damages.

8. Termination

   You acknowledge that SmartRM employees or designees shall have the right to interrupt Your use of the Software or use its remove any Contents that violates this Agreement or is otherwise objectionable, without prior notice.

   You also have the right to terminate this agreement by ending Your use of the Software and uninstall it from your device. Termination of your use of the Software includes any or all of the following: (a) removal of access to all or part of the Software, (b) deletion of your personal data, password included; and (c) preventing You from any further use of all or part of the Software.

9. Applicable Law.

   • Within the United States.

     If you acquired the software in the United States, California state law governs the interpretation of this agreement and applies to claims for breach of it, regardless of conflict of laws principles. The laws of the state where you live govern all other claims, including claims under state consumer protection laws, unfair competition laws, and in tort.

   • Outside the United States.

     If you downloaded or acquired the Software in any other Country, the laws of that country may apply in case you fall under the definition of “consumer”, i.e. not acting as Party of this Agreement for professional purpose.

10. Legal Effect.

    This agreement describes certain legal rights. You may be granted of a more favourable set of rights according to the laws of your Country, where applicable. This agreement does not aim to amend or modify your rights under the laws of your Country whether such laws do not permit it to do so.

11. Privacy: your personal information

    SmartRM is keen to process Your data in a lawful manner, according to best practices in market, as necessary to provide You with the expected functionalities of the Software. To collect information about SmartRM practices about data protection, please read SmartRM privacy policy at SmartRM privacy's page.

12. IP rights.

    You agree that all of SmartRM registered or used trademarks, trade names, service marks and any other logos, company name and brand features, as well as Software name are trademarks and exclusive property of SmartRM Inc. (the "SmartRM Trademarks"). Without SmartRM's prior written permission, you shall not be entitled to to display or use in any manner the SmartRM Trademarks

13. Miscellanea.

Waiver and Severability of Terms.

The failure of SmartRM to exercise or enforce any right or provision under this Agreement shall not constitute or imply a waiver of such right or provision. Should any of the clauses of this Agreement be found illegal, void, voidable or invalid, the Parties nevertheless agree that the Court should apply any reasonable efforts to give effect to the Parties' intentions as reflected in, or arguable from, the entire Agreement. Any other provisions of the Agreement shall remain in full force and effect between the Parties.

Modification of the Agreement and applicable fees.

The manner, mode and extent SmartRM is providing or proposing the Software are subject to change without specific notice to You. The Software is currently provided for free, excluding cost relating to Your connection to the Internet and the downloading fees (subject to Your ISP rates only). SmartRM may decide at its own discretion to introduce a fee for Your use of its own Software in the future: in this circumstance, SmartRM will use any reasonable efforts to communicate any change of rates and applicable fees and seek for Your express consent of being charged for Your use of the Software.

Acceptance of terms.

By clicking on the “I accept” button below, You hereby agree to this Agreement and to the use of Your data in accordance with SmartRM privacy policies. Your acceptance of this Agreement and the applicable Privacy Policy may also be argued implicitly by Your use of the Software.

Last update of this Agreement: November 23, 2009