Welcome to Ciphro.io, a project developed by Entropic Code, LLC (“we”, “our”, or “us”). Ciphro.io is a mobile application (“Service”) designed to provide secure password management solutions.
Your access to and use of the Service are conditioned upon your acceptance of and compliance with these Terms. These Terms apply to all visitors, users, and others who wish to access or use the Service.
Description of Service
The “Service” refers to (a) the password management, administrative, and related systems and technologies of Ciphro.io, as well as the website https://ciphro.io (the “Site”), and (b) all software, applications, data, text, images, and other content made available by or on behalf of Ciphro.io. Any modifications to the Service are also subject to these Terms. We reserve the right to modify or discontinue the Service or any feature or functionality thereof at any time without notice. All rights, title, and interest in and to the Service will remain with and belong exclusively to Entropic Code, LLC.
Accounts
When you create an account with Ciphro.io, it is essential that you provide information that is accurate, complete, and current at all times. Failing to maintain the accuracy of your account information is considered a breach of these Terms, which may lead to the immediate termination of your account on our Service. It is your responsibility to keep your account details updated to ensure uninterrupted service.
You are responsible for safeguarding the password you use to access the Service and for any activities or actions that occur under your account. Ensuring the security of your password is crucial to protecting your account from unauthorized access. In the event of any breach of security or unauthorized use of your account, you should immediately notify us at info@entropiccode.com.
Intellectual Property
The Service, along with all its original content, features, and functionality, are the exclusive property of Entropic Code, LLC and its licensors. This encompasses a broad range of intellectual property, including but not limited to software, design elements, text, and proprietary methodologies.
By agreeing to these Terms, you acknowledge that the intellectual property rights do not transfer to you and that these rights, along with all related goodwill, remain with Entropic Code, LLC unless explicitly granted to you under these Terms. Misuse or infringement of the intellectual property associated with the Service will result in legal action to protect these rights.
User-Generated Content
“Your Data” refers to any data and content that you upload, store, retrieve, or otherwise make available through the Service. You retain all rights to Your Data.
By using the Service, you grant Ciphro.io a license to store, retrieve, back up, restore, and otherwise copy Your Data solely for the purpose of providing you with the Service.
Operational Emails
The Service may send operational emails, including but not limited to billing emails, account activity notifications, and service updates. These communications are necessary for the operation of the Service and cannot be opted out of.
Termination
You may stop using our Service at any time and for any reason without notifying us. However, unless you cancel your account through your account settings or by contacting us, you will continue to be charged for any active Subscription.
To maintain the security and integrity of our Service, we reserve the right to suspend or terminate your account under the following circumstances:
- You are in breach of these Terms.
- You are using the Service in a way that could cause harm or risk to Ciphro.io, other users, or the security of the platform.
In such cases, we will provide reasonable notice via email to the registered account holder(s). If you resolve the issue to our satisfaction within the provided time frame, we may reinstate your access. If the issue is not resolved, your account will be terminated.
- There are limited circumstances where we may terminate your access immediately and without prior notice:
- You are in material breach of these Terms in a way that causes immediate and significant risk to Ciphro.io or its users.
- Providing notice would expose Ciphro.io to legal liability or compromise the integrity of the Service.
Legal obligations prevent us from notifying you before termination.
In cases where termination occurs, we will make reasonable efforts to allow you to retrieve your stored data, where legally permitted.
All provisions of these Terms shall survive termination, including, but not limited to, ownership provisions, warranty disclaimers, indemnity, and limitations of liability. Upon termination, your right to use the Service will immediately cease.
Limitation of Liability
In no event shall we, nor any other party involved in creating, producing, or delivering the Service, be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from your access to or use of or inability to access or use the Service.
Disclaimer
Your engagement with Ciphro.io is entirely at your own risk. We offer Ciphro.io to you on an “AS IS” and “AS AVAILABLE” basis, striving to provide an efficient and secure password management service. However, it is important to understand that we cannot guarantee the Service will meet all your expectations or specific requirements at all times.
We expressly disclaim all warranties of any kind, whether express or implied, to the fullest extent permissible under applicable law. This includes, but is not limited to, warranties of merchantability, fitness for a particular purpose, non-infringement, and any other condition arising from the course of dealing or usage of trade.
This means that we do not warrant the Service will always be uninterrupted, timely, secure, or error-free, or that any defects in the Service will be corrected. The essence of this disclaimer is to ensure you are aware that while we dedicate significant effort to providing a high-quality service, there are inherent risks and limitations in any technology-based service, including Ciphro.io.
By continuing to use Ciphro.io, you acknowledge and accept that the service may have limitations and that we are not liable for any issues arising from these limitations, as long as we operate within the legal and ethical boundaries of service provision. Your decision to use Ciphro.io signifies your understanding and acceptance of this disclaimer.
Exclusions
Certain jurisdictions do not allow the exclusion of specific warranties or the limitation of liability for incidental or consequential damages. As a result, some of the limitations outlined in these Terms may not apply to you. Additionally, local laws and regulations may impose specific consumer rights that cannot be waived.
If any provision of these Terms is found to be unenforceable in a particular jurisdiction, it shall be modified or removed to the minimum extent necessary, while the remaining provisions shall continue in full force and effect.
Governing Law
These Terms shall be governed by, and interpreted and enforced in accordance with, the laws of the State of Florida and the laws of the United States, as applicable.
If any provision of these Terms is held to be invalid or unenforceable by a court of competent jurisdiction, then any remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements, oral or otherwise, regarding the Service.
Dispute Resolution
All disputes and questions whatsoever which shall arise between Entropic Code, LLC and you in connection with this Service Agreement, or the construction or application thereof, or any provision contained in this Service Agreement, or as to any act, deed, or omission of any party, or any other matter in any way relating to this Service Agreement, shall be resolved by arbitration. Such arbitration shall be conducted by a single arbitrator.
The arbitrator shall be appointed by agreement between the parties or, in default of such agreement, such arbitrator shall be appointed by a Judge of a court of competent jurisdiction sitting in Orlando, Florida, upon the application of any of the parties. Such judge shall be entitled to act as such arbitrator, if he or she so desires.
Unless otherwise agreed to by the parties, arbitration shall be held in the City of Orlando, State of Florida. The procedure to be followed shall be agreed to by the parties or, in default of such agreement, determined by the arbitrator. The arbitration shall proceed in accordance with the laws of the State of Florida. The arbitrator shall have the power to proceed with the arbitration and to deliver his or her award notwithstanding the default by any party in respect of any procedural order made by the arbitrator.
The decision arrived at by the arbitrator shall be final and binding, and no appeal shall lie therefrom. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.
Changes
I reserve the right, at my sole discretion, to modify or replace these Terms at any time. Changes to these Terms are an inherent aspect of managing a dynamic service like Ciphro.io, ensuring that the Service remains compliant with legal requirements, and continues to meet user needs effectively.
If a revision to these Terms is considered material, I will provide at least 30 days’ notice before any new terms take effect. This notice will be aimed at giving you ample time to review the changes and make informed decisions about your continued use of the Service. Determining what constitutes a material change will be at my sole discretion. This could include changes that significantly affect your rights, obligations, or the overall use of the Service..
Contact Us
If you have any questions about these Terms, please contact us at info@entropiccode.com.
You can also reach us by mail at:
ENTROPIC CODE, LLC
7345 W Sand Lake Rd, Ste 210 Office 4485
Orlando, FL 32819, USA
Subscription Terms for Business Customers
PLEASE READ THIS SUBSCRIPTION AGREEMENT CAREFULLY AS IT, TOGETHER WITH THE CIPHRO ORDER FORM IN WHICH IT IS REFERENCED, CONSTITUTES A LEGALLY BINDING AGREEMENT AND GOVERNS YOUR USE OF THE SERVICES. BY ACCESSING OR USING THE SERVICES, YOU ARE INDICATING THAT YOU AGREE TO THIS SUBSCRIPTION AGREEMENT. IF YOU DO NOT AGREE WITH THIS SUBSCRIPTION AGREEMENT, YOU MUST NOT ACCESS OR USE THE SERVICES.
This Subscription Agreement is entered into by and between Entropic Code, LLC dba Ciphro (“Ciphro”) and the customer, identified on the Order Form, that is purchasing a subscription to the Service (“Customer”), and is effective as of the latter to occur of the Effective Date set forth in the Order Form or the date of the signature on the Order Form.
Ciphro and Customer are collectively referred to as the “Parties” and individually as a “Party.” If you are entering into this Subscription Agreement on behalf of a company or legal entity, you represent that you have the authority to bind such entity to these terms and conditions. This Subscription Agreement permits Customer to access and use Services pursuant to the terms and conditions contained herein.
1. DEFINITIONS
(i) Agreement means the Order Form, this Subscription Agreement, and any other documents referenced herein, such as the Ciphro Privacy Policy or the Ciphro Data Protection Agreement.
(ii) Business Customers means Customers subscribed to Ciphro Business accounts.
(iii) Customer means all Customer’s employees, contractors, agents, affiliates, or any person authorized to use the Services under this Subscription Agreement.
(iv) Customer Data means all electronic data or information submitted by the Customer, Users, and Partners via the Services.
(v) Effective Date means the date that appears on the Order Form.
(vi) Employees means Customer’s employees, consultants, contractors, and agents.
(vii) Malicious Code means viruses, worms, time bombs, Trojan horses, and other harmful or malicious code, files, scripts, agents, or programs.
(viii) Order Form means the invoice or order form, as applicable, agreed upon by the Parties in which this Subscription Agreement is referenced. The Order Form will include some or all of the following information: the name of the Customer, Customer’s address and billing information, the length of the Subscription Term, the fees due from the Customer including applicable taxes, the selected Subscription Tier, and any professional services and support being purchased.
(ix) Price Quote means the price quote included in the Order Form and excludes applicable taxes.
(x) Product Specific Terms means additional terms and conditions specific to a Ciphro Service.
(xi) Services means the subscription services provided by Ciphro, including all related or underlying technology, code, know-how, logos, and templates, anything delivered as part of support or other services, and any updates, modifications, or derivative works of any of the foregoing.
(xii) Subscription Term means the period beginning on the Effective Date and continuing until the end of the subscription of Services as specified in the Order Form, unless terminated earlier, renewed, or extended as provided in this Agreement.
(xiii) Number of Users means the number of members of the subscription Services that the Customer or its Users are authorized to use or access as indicated in the applicable Order Form or pursuant to Section 3.1.
(xiv) Users means individuals who are authorized by the Customer to access and use the Services on behalf of the Customer, and who have been supplied user identifications and login credentials by the Customer. Users may include employees, consultants, contractors, agents, or any authorized users of the Customer.
2. THE SERVICES
2.1 Provision of the Services
Subject to the terms and conditions of this Agreement and the applicable Order Form, and upon Customer’s payment of the applicable fees, Ciphro shall make the Services available to Customer and its Users via the internet during the Subscription Term. Customer agrees that its purchase of a subscription to the Services is neither contingent on the delivery of any future functionality or features nor dependent on any oral or written comments made by Ciphro regarding future functionality or features. Subject to the terms of this Agreement and the applicable Order Form, Ciphro will provide the Customer with a non-exclusive, worldwide access to and use of the Services during the Term. The date of provision of Services (the “Subscription Start Date”) shall be the date on the Order Form.
2.2 Support Services
Ciphro will provide standard support services as outlined on the official website at support.ciphro.io.
2.3 Customer Responsibilities
The Customer shall:
(i) be responsible for its Users’ compliance with this Agreement, (ii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services and notify Ciphro promptly of any such unauthorized access or use, (iii) be fully responsible for its Users’ use of any Customer Data, including, without limitation, any use of Customer Data in violation of applicable laws and regulations, Customer’s policies, and Ciphro’s privacy policy, (iv) use the Services only in accordance with the terms of this Agreement and applicable laws and regulations, and (v) not exceed the Use Limit stated in the Order Form.
If individual consents are required to collect, use, transfer, or otherwise process any Customer Data, including without limitation Customer Data subject to data privacy laws and regulations, the Customer shall be solely responsible for obtaining all such consents.
The Customer shall not:
(a) make the Services available to anyone other than those authorized under the applicable Use Limit, (b) sell, resell, rent, or lease the Services, (c) interfere with or disrupt the integrity or performance of the Services or any content contained therein, or (d) attempt to gain unauthorized access to the Services or the underlying systems or networks.
2.4 Access to Customer Data
At any time during the Subscription Term, Customer and its Users retain full control and access to the Customer Data. Customer hereby authorizes Ciphro, during the Subscription Term, to access, use, and display Customer Data as requested by the Customer solely for the purpose of providing Services under the terms and conditions of this Agreement for the benefit of the Customer and for no other purpose.
2.5 Additional Services
To the extent that Customer requires any additional products or services, such as customizations, program modifications, professional services, or consulting services, Customer may order such additional products and/or services pursuant to a separate Order Form or written statement of work mutually agreed upon by the Parties. Additional services (including, without limitation, professional or consulting services) may be provided by Ciphro upon mutual agreement of the Parties for an additional fee and pursuant to a separate Order Form and a statement of work.
3. FEES AND PAYMENT
3.1 Subscription Fees
If the Customer has directly purchased and subscribed to the Services through Ciphro’s official website (www.ciphro.io), the Subscription Fees, including applicable taxes, will be charged at the time of transaction (direct billing). Otherwise, the Subscription Fees payable for the Services are based on the Customer’s number of Users as set forth in the Order Form or modified in accordance with this Section 3.1.
Except as otherwise stated herein or in an Order Form: (i) fees are quoted and payable in United States dollars, (ii) fees are based on the subscription Services purchased, and (iii) payment obligations are non-cancelable, and fees paid are non-refundable, except as permitted in Section 6.1, Section 7.2, Section 9.3, or Section 11.2.
A direct billing Customer may purchase additional subscription Services for its Users at any time through www.ciphro.io. A Customer who purchases a subscription by way of an Order Form may request additional Users during the Subscription Term. Ciphro shall reconcile the Customer’s account on a quarterly basis for any additional Users. Fees associated with additional Users shall be applicable from the Effective Date of a new Order Form for such additional Users, and payment shall be due within 30 days of the Effective Date.
For clarity, all renewals shall be invoiced based on the number of active Users at the conclusion of the prior Subscription Term.
3.2 Additional Services or Professional Services; Expenses
Customer and Ciphro may enter into a statement of work for additional services or professional services and any applicable expenses. The statement of work will include terms related to such additional services, professional services, or any related expenses. A separate Order Form shall be agreed upon and executed between the Parties for such additional services or professional services, as applicable.
3.3 Invoicing and Payment
Except if the Customer has purchased Services directly from www.ciphro.io through Stripe credit card payment (self-service billing), fees will be invoiced in advance in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, fees are due within thirty (30) days from the invoice date.
If payment is made via wire transfer, the Customer shall provide Ciphro with a detailed listing of the invoices that the Customer is paying with each wire transfer payment.
3.4 Suspension of the Services
If any charge owed by the Customer is overdue by thirty (30) days or more, Ciphro may, without limiting its other rights and remedies, suspend the Services until such outstanding amounts are paid in full.
3.5 Taxes
Customer agrees to pay all applicable taxes levied by any tax authority on the Service or on the Customer’s use thereof, which shall be separately invoiced, excluding taxes based on Ciphro’s net income. Customer shall provide Ciphro with any necessary exemption certificate or similar document required to exempt any transaction under this Agreement from sales tax or other tax liability.
4. PROPRIETARY RIGHTS
4.1 Reservation of Rights
As between the Parties, the Service and all intellectual property rights therein are and will remain the sole property of Ciphro, and no rights are granted to the Customer with respect to the Services or the intellectual property rights therein, other than the limited rights and licenses specified in this Agreement. The Customer shall not access or use the Services, or the intellectual property rights therein, except as expressly permitted by this Agreement.
4.2 Restrictions
The Customer shall not at any time, directly or indirectly, and shall not permit any User or Partner to: (i) permit any third party to access or use the Service except as permitted herein or in an Order Form, (ii) copy, modify, or create derivative works based on the Services or the Documentation, (iii) rent, lease, lend, sell, license, sublicense, publish, frame, mirror, or otherwise distribute any part or content of the Services or Documentation, (iv) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part, or (v) access the Services in order to (a) build a competitive product or service, or (b) copy any content, features, functions, or graphics of the Services.
4.3 Operational Emails
Ciphro may send operational emails, including but not limited to billing emails, account activity emails, and service updates. These are required to provide the Services.
4.4 Customer Data
As between the Parties, the Customer owns all rights, title, and interest in and to all Customer Data; provided that Ciphro shall have the right to use the Customer Data to perform its obligations under this Agreement. The Customer is responsible for any (i) Customer Data submitted or contributed to the Services by the Customer, Users, or Partners, and (ii) Customer’s, Partners’, and Users’ use of such content, including without limitation its legality, reliability, accuracy, and appropriateness.
Notwithstanding the above, Ciphro shall remain responsible for maintaining the confidentiality and security of Customer Data in accordance with applicable laws and regulations, as well as Ciphro’s privacy policy and Data Processing Agreement if applicable.
4.5 Scheduled Service Interruptions
Notwithstanding anything to the contrary in this Agreement, the Services may experience interruptions for maintenance and upgrades. Prior to the interruption date, such Scheduled Service Interruptions shall be updated on the Service Status Webpage at: https://status.ciphro.io (or any other designated page).
Ciphro shall not be liable for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that the Customer may incur as a result of a Scheduled Service Interruption.
5. CONFIDENTIALITY
5.1 Confidential Information
As used herein, Confidential Information shall mean all confidential or proprietary information disclosed orally or in writing by one Party to the other that is identified as confidential or whose confidential nature is reasonably apparent: (a) Confidential Information of the Customer includes Customer Data; (b) Confidential Information of Ciphro includes the Services; (c) Confidential Information of each Party includes the terms and conditions of this Agreement, all Order Forms, and any disclosed business and marketing plans, technology and technical information, product plans and designs, and business processes.
Confidential Information shall not include information that: (a) is or becomes part of the public domain through no fault of the receiving Party; (b) was in the receiving Party’s lawful possession prior to disclosure; (c) is lawfully disclosed to the receiving Party by a third party without restriction or breach of confidence; (d) is independently developed by the receiving Party; (e) is required to be disclosed by law; or (f) is De-Identified Data.
5.2 Protection of Confidential Information
Each Party agrees to: (i) hold the other Party’s Confidential Information in confidence, (ii) use the same degree of care it uses to protect its own Confidential Information (but not less than reasonable care), and (iii) not use or disclose such Confidential Information except as necessary to perform its obligations under this Agreement or as otherwise authorized.
Either Party may disclose the other Party’s Confidential Information to its employees or consultants only if they have a need to know in connection with this Agreement and are bound by confidentiality obligations similar to those in this Section.
5.3 Protection of Customer Data
Without limiting the obligations above, Ciphro shall maintain appropriate administrative, physical, and technical safeguards to protect the security, confidentiality, and integrity of Customer Data. Ciphro shall not: (a) modify Customer Data, (b) disclose Customer Data except as compelled by law (per Section 5.4) or as expressly permitted in writing by the Customer, or (c) access Customer Data except to provide the Services, prevent or address service or technical issues, or at the Customer’s request for support.
5.4 Compelled Disclosure
The receiving Party may disclose the disclosing Party’s Confidential Information only if legally required, provided that: (a) The receiving Party gives the disclosing Party prior notice (if legally permitted); (b) The receiving Party provides reasonable assistance (at the disclosing Party’s cost) if the disclosing Party wishes to contest the disclosure; (c) If disclosure is required as part of a civil proceeding involving the disclosing Party, the disclosing Party shall reimburse the receiving Party for the reasonable costs of compiling and providing secure access to such Confidential Information.
5.5 Obligations on Termination
Upon expiration or termination of this Agreement, Ciphro will: (a) Immediately cease all use of the Customer’s Confidential Information. (b) Upon the Customer’s written request, within thirty (30) days, Ciphro shall confirm in writing that it has permanently erased, destroyed, or returned all of the Customer’s Confidential Information, including any copies.
Exceptions:
Ciphro may retain (i) Customer Data for 30 days to fulfill obligations under Section 2.6, and (ii) any Customer Data required by law, regulation, court order, subpoena, or other legal process for archival purposes.
If automatic backups or archives contain Customer Data, Ciphro will not be in violation, provided that such backups remain inaccessible for use and are still subject to confidentiality obligations.
6. WARRANTIES, REMEDIES, AND DISCLAIMERS
6.1 Ciphro Warranties
Ciphro warrants that the Services shall be provided materially in accordance with Ciphro’s published documentation for the Services. Ciphro further represents and warrants that it has taken commercially reasonable steps to prevent the introduction of any Malicious Code or any other internal components, devices, or mechanisms designed to disrupt, disable, harm, or otherwise impair the normal and authorized operation of the Services.
In the event of any breach of the foregoing warranty: (a) Ciphro will use commercially reasonable efforts to promptly repair the Services to ensure compliance. (b) If the breach extends for thirty (30) days or more, or if Ciphro is unable to repair the Services, the Customer’s sole remedy shall be to terminate this Agreement and receive a refund of any prepaid amounts for the Services beyond the termination date.
6.2 Mutual Warranties
Each Party represents and warrants that: (a) It has the legal authority to enter into this Agreement. (b) It will not transmit any Malicious Code to the other Party (except for Malicious Code previously transmitted to the warranting Party by the other Party).
6.3 Disclaimer
EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.
EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO: (a) IMPLIED WARRANTIES OF MERCHANTABILITY (b) NON-INFRINGEMENT (c) FITNESS FOR A PARTICULAR PURPOSE
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CIPHRO DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED, NOR THAT THEY WILL BE FREE FROM DEFECTS OR MALFUNCTIONS.
7. INDEMNIFICATION
7.1 Ciphro Indemnification
Ciphro agrees to defend the Customer against any claims, demands, suits, or proceedings (each, a “Claim”) made or brought against the Customer by a third party alleging that the Customer’s use of the Services infringes or misappropriates the intellectual property rights of such third party. Ciphro shall indemnify the Customer from any damages finally awarded by a court of competent jurisdiction or amounts agreed upon in settlement.
Ciphro’s obligations under this section shall apply only if: (a) The Customer promptly notifies Ciphro in writing of the Claim. (b) Ciphro has control of the defense and all related settlement negotiations, provided that no settlement shall be made without the Customer’s advance written permission, which shall not be unreasonably withheld. (c) The Customer provides Ciphro with necessary assistance, information, and authority to handle the Claim.
Ciphro shall have no obligation or liability under this section if the Claim results from: (i) The Customer’s combination, operation, or use of the Services with software or materials not provided by Ciphro. (ii) Any alteration or modification of the Services by the Customer. (iii) The Customer’s continued allegedly infringing activity after being notified of the issue or after being provided with modifications that would have prevented the alleged infringement. (iv) Actions or omissions of any person or entity other than Ciphro.
7.2 Remedy for Infringement
If the Customer’s right to use the Services is subject to an infringement Claim, or if Ciphro reasonably believes such a Claim may arise, Ciphro may, at its sole discretion: (a) Procure for the Customer the right to continue using the Services. (b) Modify the Services to make them non-infringing while maintaining equivalent functionality. (c) If options (a) and (b) are not commercially practicable, terminate this Agreement and refund the Customer for any prepaid but unused portion of the Subscription Term.
7.3 Customer Indemnification
The Customer agrees to defend Ciphro against any Claims made or brought by a third party alleging that the Customer Data or any other information provided by the Customer to Ciphro infringes upon intellectual property or privacy rights. The Customer shall indemnify Ciphro from any damages finally awarded by a court of competent jurisdiction or amounts agreed upon in settlement.
The Customer’s obligations under this section shall apply only if: (a) Ciphro promptly notifies the Customer in writing of the Claim. (b) The Customer has control of the defense and all related settlement negotiations, provided that no settlement shall be made without Ciphro’s advance written permission, which shall not be unreasonably withheld. (c) Ciphro provides the Customer with necessary assistance, information, and authority to handle the Claim.
If the Customer becomes aware of such a Claim, the Customer may, at its own expense, procure for Ciphro the right to continue using the disputed information in connection with the Services.
Ciphro shall not be responsible for any delay or disruption in the Customer’s use of the Services, including any damages resulting from a Claim covered under this section.
8. LIMITATION OF LIABILITY.
IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR ITS OBLIGATIONS UNDER SECTION 5 (CONFIDENTIALITY) AND SECTION 7 (INDEMNIFICATION), IN NO EVENT SHALL CIPHRO’S LIABILITY FOR DAMAGES UNDER THIS AGREEMENT FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, EXCEED THE AMOUNT OF MONEY PAID BY CUSTOMER FOR THE SERVICE DURING THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE INCIDENT. WITH RESPECT TO ITS OBLIGATIONS UNDER SECTION 7 (INDEMNIFICATION) ABOVE, THE LIABILITY OF CIPHRO TO CUSTOMER FOR ACTUAL DAMAGES FROM ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION (WHETHER IN CONTRACT, TORT OR OTHERWISE), SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID (OR PAYABLE) BY CUSTOMER TO CIPHRO HEREUNDER. THE FOREGOING SHALL NOT LIMIT THE PARTIES’ PAYMENT OBLIGATIONS UNDER SECTION 3 ABOVE. CUSTOMER ACKNOWLEDGES THAT THE AMOUNT OF FEES PAYABLE BY CUSTOMER TO CIPHRO HEREUNDER REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT CIPHRO WOULD NOT HAVE ENTERED INTO THIS AGREEMENT WITHOUT THE LIMITATIONS ON ITS LIABILITY CONTAINED IN THIS SECTION. THESE LIABILITY LIMITATIONS APPLY EVEN IF CONTRACTUAL REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE.
9. TERM AND TERMINATION
9.1 Term of Agreement. Subject to Section 9.2, this Agreement commences on the Effective Date and continues until the expiration of the Subscription Term specified in the Order Form. Unless otherwise agreed in an Order Form, this Agreement and the Order Form shall automatically renew. The Parties may renew an Order Form with changes to pricing, number of Users, or Service upgrades, such as from Teams to Business accounts.
9.2 Termination for Cause. A Party may terminate this Agreement for cause (a) upon thirty (30) days’ written notice to the other Party of a material breach if such breach remains uncured at the expiration of such period, or (b) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors. If at any time Customer is dissatisfied with Ciphro’s implementation services or setup of the Services, or believes that Ciphro has failed to satisfactorily complete the setup, Customer’s sole remedy shall be to notify Ciphro of the failure or dissatisfaction. Ciphro shall then use commercially reasonable efforts to correct the implementation services or properly set up the Services. If both Parties agree that Ciphro is unable to complete the setup as originally agreed, Customer may terminate this Agreement upon written notice to Ciphro.
9.3 Refund or Payment upon Termination. Upon any termination for cause by Customer, and subject to any adjustment under Section 3.1, Ciphro shall refund Customer any prepaid fees covering the unused portion of the Subscription Term. Upon any termination for cause by Ciphro, Customer shall pay any unpaid fees covering the remainder of the Subscription Term after the effective date of termination. In no event shall any termination relieve Customer of its obligation to pay any fees payable to Ciphro for any period prior to the effective date of termination.
9.4 Surviving Provisions. Sections 1, 3, 4, 5, 6, 7, 8, 9.4, and 10 shall survive any termination or expiration of this Agreement.
10. GENERAL PROVISIONS
10.1 Force Majeure. Neither Party shall be in default if a failure to perform any obligation hereunder is caused solely by supervening conditions beyond that Party’s reasonable control, including acts of God, civil commotion, strikes, labor disputes, and governmental demands or requirements. If a Party’s delay or non-performance continues for a period of five (5) days or more, the other Party may terminate this Agreement without penalty. Any prepaid amounts shall be refunded on a prorated basis.
10.2 Relationship of the Parties. The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties.
10.3 No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
10.4 Notices. Except as otherwise specified in this Agreement, all notices, permissions, and approvals hereunder shall be in writing (email is acceptable) and delivered to the addresses set forth in the Order Form for each Party. Notices shall be deemed delivered on the date of receipt.
10.5 Waiver and Cumulative Remedies. No failure or delay by either Party in exercising any right under this Agreement shall constitute a waiver of that right. Except as expressly stated herein, the remedies provided are in addition to, and not exclusive of, any other remedies available under law or equity.
10.6 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted in a manner that best achieves its original intent, to the fullest extent permitted by law. The remaining provisions of this Agreement shall remain in effect.
10.7 Assignment. The Customer may not assign, sublicense, or transfer this Agreement, the Service, or any rights or obligations hereunder without the prior written consent of Ciphro. Any such purported assignment, sublicense, or transfer shall be null and void. Ciphro may terminate this Agreement upon written notice to the Customer if such an assignment, sublicense, or transfer is attempted without authorization.
10.8 Governing Law; Venue. Unless agreed otherwise in the Order Form, this Agreement, and any disputes arising out of or related hereto, shall be governed exclusively by the laws of the State of Florida, without regard to its conflicts of laws rules. The state and federal courts located in Orlando, Florida shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each Party hereby consents to the exclusive jurisdiction of such courts.
10.9 Entire Agreement. This Agreement, including Ciphro’s Privacy Policy and Data Processing Agreement, constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing, specifically referencing this Agreement, and signed by the Party against whom the modification, amendment, or waiver is to be enforced. Notwithstanding any contrary language in Customer purchase orders or any other Customer documentation, such terms shall not be incorporated into or form any part of this Agreement and shall be considered null and void.
10.10 Order of Precedence. In case of conflict, ambiguity, or inconsistency between the provisions of this Agreement and any other document, unless explicitly stated otherwise, the order of precedence shall be as follows: (a) The Data Processing Agreement. (b) The Order Form, concerning Subscription Term, Effective Date, Number of Users, billing, pricing, Service description, and choice of Governing Law. (c) These Subscription Terms of Service.