Atomizer Group LLC
End User License Agreement
Last Updated: November 14, 2018
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND OUR COMPANY, ATOMIZER GROUP LLC (dba LOCKDOWN). BY TAKING THE STEP(S) DESCRIBED BELOW NEAR THE BOTTOM, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS END USER LICENSE AGREEMENT (“AGREEMENT”), UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS.
CERTAIN PROPRIETARY SOFTWARE, WHICH IS SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, SHALL BE MADE AVAILABLE AFTER AGREEING TO THIS AGREEMENT.
YOU SHOULD NOT TAKE THE STEP(S) DESCRIBED NEAR THE BOTTOM TO INDICATE AGREEMENT UNLESS YOU HAVE READ ALL OF THE BELOW TERMS AND CONDITIONS. IF YOU INTEND TO USE THE SOFTWARE FOR COMMERCIAL PURPOSES, THIS AGREEMENT SHALL APPLY TO BOTH YOU AND YOUR COMPANY. BY AGREEING TO THIS AGREEMENT BY TAKING THE STEP(S) DESCRIBED NEAR THE BOTTOM, YOU REPRESENT AND AFFIRM THAT YOU ARE AUTHORIZED TO ENTER THIS AGREEMENT ON YOUR OWN BEHALF OR ON BEHALF OF YOUR COMPANY, YOU AND, IF APPLICABLE, YOUR COMPANY ACCEPT THIS AGREEMENT, AND YOU AND, IF APPLICABLE, YOUR COMPANY AGREES TO BE BOUND BY AND BECOME A PARTY TO THIS AGREEMENT.
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
“Affiliate” means an entity that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with (as applicable for each party to this Agreement) us or you. The term “control” (including the terms “controlled by” and “under common control with”) means the possession of the power to direct or cause the direction of the management and policies of an entity.
“Authorized Users” means your account’s Owner, Admins and Members (as defined below) acting within the scope of the license.
“Owner” means your primary account holder. An Owner can assign Admins, control group membership of Admins and Members and open and use files.
“Admins” means users selected by an Owner to control group membership of Members and open and use files.
“Members” means user selected by an Owner or an Admin who can view and send files. Members cannot control group membership.
“Software” means the software (in executable form) that is made available after agreeing to this Agreement.
2. Ownership and Licensee’s Affiliates.
2.1 We (or our Affiliates, or the licensors to us or our Affiliates) own and shall retain all right, title, and interest in and to the Software, including all trade secret rights, copyrights, patent rights, and any other proprietary and intellectual property rights embodied in or relating to the Software.
2.2 We may provide you with a unique, identifying password (either by separate transmission and/or with this Agreement) that may be initially needed to access and use the Software. If we do, during your initial access and use of the Software, you may be prompted to create individual, distinct passwords for each of your Authorized Users to access and use the Software. It’s your responsibility to safeguard and protect all passwords and to monitor use of such passwords for authorized use.
2.3 For the purposes of your exercise of the license granted herein and your commitments with respect to the Confidential Information, you shall be responsible for the acts and omissions of your Affiliates under this Agreement as if they were your acts and omissions.
3. License Grant and Restrictions.
3.1 We grant you a limited, non-exclusive, non-transferable, non-sublicensable license to install and use the Software during the term of this Agreement, solely to the extent necessary for your (and your Affiliates’) own internal purposes and then solely by your Authorized Users. The Software many not be copied, in whole or in part, except as is essential for your use as authorized herein. Rights and licenses not expressly granted are reserved by us.
3.2 You shall not, and shall not permit any person to remove any identification, confidentiality, copyright, or other notices from the Software or to create a derivative work of any part of the Software. You shall not translate, adapt, modify, decompile or reverse assemble any protection code or any program modules, nor shall you analyze or otherwise examine any such Software for reverse engineering purposes. You may not re-license the Software or use the Software for third-party training, commercial time-sharing, rental or service bureau use.
4. Fees. The free trial period of your license lasts for sixty (60) days, or as otherwise specified during sign-up and to allow you to trial the Software. At the end of your free trial, we will charge you a monthly fee based on your number of Authorized Users.
5. Confidentiality. You acknowledge and agree that the Software and any and all information with respect to the Software, including, without limitation, information regarding the features, functionality or performance of the Software (collectively, the “Confidential Information”) is confidential and proprietary to us. You may not disclose, communicate or divulge or permit disclosure, communication or divulgence to another, or use for your own benefit or the benefit of another, any such Confidential Information, except to the extent expressly permitted in the license grant set forth herein. The existence of any copyright notice shall not be construed as an admission that publication for trade secret purposes has occurred.
6. Warranties and Disclaimers.
6.1 Each party represents and warrants to the other party that it has the full and unrestricted right, power and authority to enter into this Agreement and to perform its obligations in accordance with the terms of this Agreement.
6.2 Warranty Disclaimers. WE DO NOT MAKE ANY REPRESENTATION OR WARRANTY THAT IS NOT EXPRESSLY SET FORTH IN THIS AGREEMENT, AND, ON BEHALF OF OURSELVES AND OUR AFFILIATES (AND OUR RESPECTIVE LICENSORS), WE EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, STATUTORY, IMPLIED OR OTHERWISE, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ARISING FROM ANY COURSE OF DEALING, USAGE, OR TRADE PRACTICE, RESPECTING THE ACCURACY OF THE OUTPUT OF THE INFORMATION OR THE RESULTS THAT MAY BE OBTAINED OR DERIVED THROUGH THE USE OF THE SOFTWARE, WHICH IS PROVIDED “AS IS.”
7. Limitations of Liability. (a) IN NO EVENT SHALL WE, OUR AFFILIATES OR OUR RESPECTIVE LICENSORS, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, STUDENTS, INDEPENDENT CONTRACTORS OR AGENTS, BE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES WHATSOEVER, LOST PROFITS OR LOST DATA, WHETHER GROUNDED IN TORT (INCLUDING NEGLIGENCE AND PRODUCT LIABILITY), STRICT LIABILITY, CONTRACT OR OTHERWISE. THE ABOVE LIMITATIONS OF LIABILITY APPLY EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, INCLUDING THE POSSIBILITY OF SUCH DAMAGE RESULTING FROM THE LOSS OR DAMAGE TO ANY OF YOUR DATA OR FILES. (b) IN NO EVENT SHALL WE BE RESPONSIBLE OR LIABLE FOR ANY DAMAGES OR LIABILITIES WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH LOSS OF OR DAMAGE TO ANY OF YOUR DATA OR FILES. (c) ADDITIONALLY, IN NO EVENT SHALL OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT EXCEED THE AMOUNTS PAID BY YOU FOR THE SOFTWARE IN THE SIX (6) MONTHS PRIOR TO THE CLAIM.
8. Term and Termination.
8.1 The initial term of this Agreement shall be for sixty (60) days commencing as of the date hereof. Thereafter, the term of this Agreement shall automatically renew for successive one (1) month terms unless one party provides written notice to the other party at least thirty (30) days in advance of the end of the then existing term that it does not wish to renew the term of this Agreement.
8.2 We may terminate this Agreement upon your breach of any provision of this Agreement.
8.3 On termination of the license, however occurring, you shall return the Software or, upon our request, destroy all of the Software (and including all copies). At our request, you will also promptly provide written certification of your compliance with the foregoing. Upon expiration of the term or the termination of this Agreement, you agree to cease all use of the Software. All rights and obligations that become absolute before expiration or termination of this Agreement or that are of a continuing nature shall survive any expiration or termination of this Agreement.
9.1 This Agreement shall be governed by the laws of the State of Ohio, without regard to conflicts of laws principles. We both hereby unconditionally consent to submit to the exclusive jurisdiction of the state and federal courts located in or for Columbus, OH, for any action, suit or proceeding arising out of or relating to this Agreement.
9.2 This Agreement may not be assigned or transferred by you.
9.3 You are responsible for monitoring your use of the Software to ensure compliance with this Agreement. You shall maintain records regarding your use of the Software and make such information available to us upon request. In the event we have reasonable grounds to believe that there is a discrepancy between your use of the Software and the Agreement, we may notify you and work with you in good faith to resolve such discrepancy. If the discrepancy is not resolved to our reasonable satisfaction, we, or our independent accountants, may audit your use of the Software for compliance with this Agreement. Such audit shall be conducted during your normal business hours and upon reasonable advance notice.
9.4 We both agree that a breach of this Agreement adversely affecting our proprietary and/or intellectual property rights in any portion of the Software and/or any Confidential Information will cause irreparable injury to us for which monetary damages are not an adequate remedy, and we shall be entitled to equitable relief in addition to any remedies we may have hereunder or at law.
9.5 Failure by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision. If for any reason any provision of this Agreement is unenforceable, that provision will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement will continue in full force and effect. Headings are for reference purposes only.
9.6 This Agreement sets forth the entire understanding between the parties concerning the subject matter hereof and supersedes all contemporaneous and prior agreements with respect to the subject matter hereof. In the event of an unavoidable conflict between the terms and conditions in this Agreement and in any other agreement between the parties, the terms and conditions in this Agreement shall prevail to the extent that they are more restrictive of your (and/or your Affiliates’) access and use of the Software and/or more protective of us (and/or our Affiliates’) Confidential Information. None of your purchase order terms or acknowledgements shall modify or supersede the terms of this Agreement. This Agreement may be amended only in a writing signed by authorized representatives of both of us.
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Date Last Revised: October 28, 2018
LOCKDOWN PRACTICES REGARDING YOUR PRIVACY
We at LockDown are committed to respecting your privacy and recognize your need for appropriate protection and management of any information you share with us. This policy describes how LockDown services, collects, shares and uses personal information about you, and how you can exercise your privacy rights. This policy applies to the information we collect from you, including through the website and other advertising mediums, including but not limited to email, newsletters, conference sign ups and leave-behinds. This policy does not apply to the practices of companies that LockDown does not own or control, or to people that LockDown does not employ.
COOKIES AND RELATED TECHNOLOGIES
LockDown collects various types of information from you to better meet your needs and to provide you with a more relevant user experience. Some of this information is collected automatically through cookies or other Internet tracking technologies, as summarized below.
INFORMATION COLLECTED BY LOCKDOWN
Personal Information: In some cases, we collect information that you may choose to provide to us and in other cases we may collect personal information automatically.
Information that you provide voluntarily:
Information collected through our website: Certain parts of our website may ask you to provide personal information voluntarily: for example, we may ask you to provide your contact details (such as your name, email address and phone number) if you request a demo or whitepaper from us, or if you otherwise contact us by e-mail using a contact form on the website.
Information collected when you communicate with us (by mail, fax, or other means): We collect the personal information contained within, and associated with, your correspondence with us.
Information that we collect automatically: When you visit our website, we may collect certain information automatically from your device. In some countries, including countries in the European Economic Area, this information may be considered personal information under applicable data protection laws.
Specifically, the information we collect automatically may include information like your IP address, device type, unique device identification numbers, browser-type, broad geographic location (e.g. country or city-level location) and other technical information. We may also collect information about how your device has interacted with our website, including the pages accessed and links clicked.
Information that we obtain from third party sources: From time to time, we may receive personal information about you from third party sources (including content syndication vendors, data aggregators, and advertisers), but only where we have checked that these third parties either have your consent or are otherwise legally permitted or required to disclose your personal information to us.
The types of information we collect from third parties include name, company, role, location, and topics of interest, and we use the information we receive from these third parties to maintain and improve the accuracy of the records we hold about you and to communicate with you about any relevant products or services.
HOW COLLECTED INFORMATION IS USED
The information that LockDown collects automatically through cookies and other similar technologies is used for analytics purposes, marketing and sales efforts to better target advertisements and other content in an effort to create a more personally relevant experience. The information is also used to predict responses to advertisements, and to help determine which advertisements perform best and which content is most appropriate for different individuals.
The personal information that you voluntarily provide to us may be used to provide you with the requested services, to manage your account and to respond to your enquiries. Your information may also be used for marketing purposes. This use may result in follow-up communications from LockDown, in accordance with your communications preferences. In addition, as discussed in the section above, that information may be combined with information collected from other sources to assist with targeting advertisements to your preferences and behaviors, and for other LockDown sales and marketing efforts. For information on how to opt-out and unsubscribe from our marketing communications, please read the “Your Choice And Rights” section below.
The personal information that you are asked to provide, and the reasons why you are asked to provide it, will be made clear to you at the point we ask you to provide your personal information.
LEGAL BASIS FOR PROCESSING PERSONAL INFORMATION (EEA VISITORS ONLY)
If you are a visitor from the European Economic Area, our legal basis for collecting and using the personal information described above will depend on the personal information concerned and the specific context in which we collect it.
However, we will normally collect personal information from you only where we have your consent to do so, where we need the personal information to perform a contract with you, or where the processing is in our legitimate interests and not overridden by your data protection interests or fundamental rights and freedoms.
If we ask you to provide personal information to comply with a legal requirement or to perform a contract with you, we will make this clear at the relevant time and advise you whether the provision of your personal information is mandatory or not (as well as of the possible consequences if you do not provide your personal information).
Similarly, if we collect and use your personal information in reliance on our legitimate interests (or those of any third party), we will make clear to you at the relevant time what those legitimate interests are.
If you have questions about or need further information concerning the legal basis on which we collect and use your personal information, please contact us using the contact details provided under the “CONTACTING US” heading below.
SHARING INFORMATION WITH THIRD PARTIES
We may disclose your personal information to the following categories of recipients:
to any competent law enforcement body, regulatory, government agency, court or other third party where we believe disclosure is necessary (i) as a matter of applicable law or regulation, (ii) to exercise, establish or defend our legal rights, or (iii) to protect your vital interests or those of any other person;
to any other person with your consent to the disclosure.
Wherever your personal information may be held within LockDown or on its behalf, we intend to take appropriate technical and organizational measures to protect the information you shared with us from access or disclosure not in compliance with this Policy. Please note that while LockDown will make reasonable efforts to protect your information, no transmission of data over the Internet is 100% secure.
Your CHOICE and Rights
You have the following data protection choice and rights:
If you wish to access, correct, update or request deletion of your personal information, you can do so at any time by contacting us using the contact details provided under the “Contacting Us” heading below and by providing us with the name of the service for which information was provided, your full name, mailing address, phone number and email address so that we may identify you.
In addition, if you are a resident of the European Economic Area, you can object to processing of your personal information, ask us to restrict processing of your personal information or request portability of your personal information. You can exercise these rights by contacting us using the contact details provided under the “Contacting Us” heading below.
You have the right to opt-out of marketing communications we send you at any time. If you no longer wish to receive our newsletters, surveys or promotional communications via email, you may opt-out by clicking here and following the instructions to unsubscribe. You can also exercise this right by clicking on the “unsubscribe” or “opt-out” link in the marketing e-mails we send you or by contacting us using the contact details provided under the “Contacting Us” heading below. Please be aware that even after you opt-out from receiving our newsletters, surveys or promotional communications, you will continue to receive administrative messages from us, for example, in relation to a demo or other services you have requested from us.
Similarly, if we have collected and process your personal information with your consent, then you can withdraw your consent at any time. Withdrawing your consent will not affect the lawfulness of any processing we conducted prior to your withdrawal, nor will it affect processing of your personal information conducted in reliance on lawful processing grounds other than consent.
You have the right to complain to a data protection authority about our collection and use of your personal information. For more information, please contact your local data protection authority. (Contact details for data protection authorities in the European Economic Area, Switzerland and certain non-European countries (including the U.S. and Canada) are available here.)
We respond to all requests we receive from individuals wishing to exercise their data protection rights in accordance with applicable data protection laws.
In compliance with the Children’s Online Privacy Protection Act (COPPA) and similar laws applicable to websites directed at people under 18 years of age, is not structured to attract children. Accordingly, we do not knowingly collect personal information from anyone under 18 years of age. The web site and its content are directed to people who are at least 18 years of age or older. If you are under the age of 18, you may not use this web site unless you have the consent of, and are supervised by, a parent or guardian.
Your personal information may be stored and processed in any country where we have facilities or in which we engage service providers. Specifically, our website servers are located in the United States, and our group companies and third party service providers and partners operate around the world, including in the United States. This means that when we collect your personal information we may process it in any of these countries.
We retain personal information we collect from you where we have an ongoing legitimate business need to do so (for example, to fulfill your orders or to comply with applicable legal, tax or accounting requirements).
When we have no ongoing legitimate business need to process your personal information, we will either delete or anonymize it or, if this is not possible (for example, because your personal information has been stored in backup archives), then we will securely store your personal information and isolate it from any further processing until deletion is possible. Our data retention policy can be provided on request.
UPDATES TO THIS POLICY
The Atomizer Group LLC dba LockDown
250 W Old Wilson Bridge Road
Worthington, OH 43085