The following End User’s License Agreement (the “EULA”) and Terms of Service (the “Terms”) govern your access and use of the following: (i) the Safe Passwords Application (the “Licensed Software”, the “Application”); (ii) the set of services we provide which enables you to transfer, store, and retrieve your passwords when using our Application (the “Services”). Hereinafter, the EULA and Terms are collectively referred to as the “Agreement”.
This Agreement is a contract between you (“Licensee”, “you”, “your”, “user”) and Avanquest S.A. (“Avanquest”, “we”, “us”).
You represent and warrant that (a) if you are an individual, you are at least 18 years old and otherwise legally competent in all respects to enter into and be bound by this Agreement or (b) if you are an entity, you are a corporation, limited liability company, partnership or other legal entity in good standing, and possess all legal authority and power to enter into and be bound by this Agreement. If you are a legal entity, you hereby represent and warrant that you have the authority to and do hereby bind your entity and all individuals employed or engaged by your entity that may use the Application or the Services.
If you are residing in, located in, or a citizen of the United-States when purchasing the Licensed Software, please be aware that this Agreement provides for Class Action Waiver (as set forth below, the “Class Action Waiver” provision) and for your Disputes (as defined below) with Avanquest to be referred to binding Arbitration (as set forth below, in the “Dispute Resolution” provision), which may affect your rights under this Agreement. You may opt out of the binding individual arbitration and class action waiver as provided below.
When the Application is open, it detects passwords and user IDs as you log into websites and offers to save them on an encrypted file. Your passwords will be encrypted using a master password which is known only to you; this master password is the key that opens your copy of Safe Passwords Premium and decrypts all your encrypted passwords. If you visit a website for which the Application has already saved the login information, the password and user ID will be automatically filled in and you will be automatically logged into the website. You can choose to turn off auto-login at any time by unchecking this option on the edit menu for the saved password. You can decide to purchase a Premium version of Safe Passwords. This version unlocks extra storage and features.
Avanquest grants you a personal, limited, non-exclusive and non-transferable license to access, install and/or use Safe Passwords on the devices you use. You will be given a “License Key” when downloading the Licensed Software. This License Key lets you create an Account (the “Account”). To use the Application on any device, you will need to be logged in on your Account. The License Key and your Account are personal and non-transferable.
The following uses are strictly prohibited under this EULA:
If the Licensed Software is an update to a previous version, Licensee must possess a valid License to the previous version. Any update provided to Licensee is made on a License-exchange basis such that Licensee agrees, as a condition for receiving an update, that Licensee will terminate all of Licensee's rights to use any previous version of the Licensed Software. However, Licensee may continue to use the previous version only to assist in transitioning to the updated version. Once an update has been released, Avanquest may cease support for prior versions, without any notice to Licensee.
The Licensed Software may require an internet connection to be available in order to access all features. See the specific provisions below that disclaim warranties and limit our liability based on internet service interruptions and unavailability.
The encrypted file containing your passwords is saved on a secured server. The transfer, storage and retrieval of this file are part of the Services provided under the following Terms of Service.
When using the Application for the first time, you will be required to enter a valid email address and master password (the “Login Information”) to create and access your Account. You agree that you will supply accurate and complete information, and that you will update such information promptly.
The Application does not store your master password on our servers so your passwords cannot be retrieved by anyone but you. If you forget your master password you will have to reset your account and setup a new one.
The following rules govern the security of your Account and Login Information:
You agree that you will not, under any circumstances:
You may report any misuse at the following address: http://support.onesafesoftware.com/en/
Avanquest is not obligated by this EULA to provide Licensee with any technical support services relating to the Licensed Software and its related Services; however, Licensee may access the following page to get assistance: http://support.onesafesoftware.com/fr/ (in French).
You may from time to time provide suggestions, specifications, comments or other feedback related to our Website, the Application or the Services (the “Feedback”). You hereby agree that all Feedback is and shall be entirely voluntary and (i) shall be deemed a derivative work based on Avanquest’s proprietary materials, (ii) shall be owned by Avanquest, and (iii) unless dealt with in a separate agreement, shall not create any confidentiality obligation for Avanquest. Avanquest will not disclose the source of any Feedback without the user’s consent. Avanquest shall be free to use such Feedback as it sees fit, entirely without obligation of any kind.
THE LICENSED SOFTWARE, THE SERVICES AND ALL AVANQUEST RELATED WEBSITES ARE PROVIDED TO LICENSEE "AS IS" AND “AS AVAILABLE,” AND AVANQUEST AND ITS SUPPLIERS AND LICENSORS MAKE NO WARRANTY AS TO THEIR USE OR PERFORMANCE. AVANQUEST AND ITS SUPPLIERS AND LICENSORS MAKE NO WARRANTIES OR REPRESENTATIONS (EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE, OR OTHERWISE) AS TO ANY MATTER INCLUDING WITHOUT LIMITATION: QUALITY, AVAILABILITY, PERFORMANCE OR FUNCTIONALITY OF THE LICENSED SOFTWARE, OF THE SERVICES OR ANY RELATED AVANQUEST WEBSITES; QUALITY OR ACCURACY OF ANY INFORMATION OBTAINED FROM OR AVAILABLE THROUGH THE USE OF THE LICENSED SOFTWARE, OF THE SERVICES OR RELATED AVANQUEST WEBSITES; ANY REPRESENATION OR WARRANTY THAT THE USE OF THE LICENSED SOFTWARE, OF THE SERVICES OR ANY RELATED AVANQUEST WEBSITES WILL BE UNINTERRUPTED OR ALWAYS AVAILABLE (WHETHER DUE TO INTERNET FAILURE OR OTHERWISE), ERROR-FREE, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR OPERATE ON OR WITH ANY PARTICULAR HARDWARE, PLATFORM OR SOFTWARE; NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY, INTEGRATION, SATISFACTORY QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE, EXCEPT FOR, AND ONLY TO THE EXTENT, THAT A WARRANTY MAY NOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW IN LICENSEE'S JURISDICTION.
IN NO EVENT WILL AVANQUEST, OR AVANQUEST'S SUPPLIERS OR LICENSORS, BE LIABLE TO LICENSEE FOR ANY DAMAGES, CLAIMS, OR COSTS WHATSOEVER, OR FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, PUNATIVE, INCIDENTAL DAMAGES, OR ANY LOST PROFITS OR LOST SAVINGS (INCLUDING WITHOUT LIMITATION THOSE BASED ON THE USE OR THE INABILITY TO USE THE LICENSED SOFTWARE OR ANY AVANQUEST RELATED WEBSITES OR SERVICES), EVEN IF A REPRESENTATIVE OF AVANQUEST OR ONE OF AVANQUEST’S SUPPLIERS OR LICENSORS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS, OR COSTS, OR FOR ANY CLAIM BY ANY THIRD PARTY. THESE LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN LICENSEE'S JURISDICTION. IN ANY CASE, THE AGGREGATE LIABILITY OF AVANQUEST, AND AVANQUEST'S SUPPLIERS, UNDER OR IN CONNECTION WITH THIS EULA, SHALL BE LIMITED TO THE AMOUNT PAID FOR THE LICENSED SOFTWARE, OR 5 EUROS.
You are a consumer. Nothing in this contract should prevent you from the benefit of rights granted to you by applicable consumer regulation.
This Agreement is subject to, and will be governed by and construed in accordance with the substantive laws of France, to the extent permitted by applicable consumer law. This Agreement will not be governed by the conflict of law rules of any jurisdiction, or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
IF YOU ARE RESIDING IN, LOCATED IN, CITIZEN OF A EUROPEAN UNION MEMBER STATE, OR ANYWHERE OTHER THAN THE UNITED-STATES, WHEN PURCHASING THE LICENSED SOFTWARE, THE FOLLOWING DISPUTE RESOLUTION MECHANISM APPLIES TO YOU:
Any dispute arising out of, or in connection with this Agreement shall be referred to the exclusive jurisdiction of the Courts of Paris, France, to the extent permitted by the consumer law of your usual place of residence.
IF YOU ARE RESIDENT, LOCATED IN, CITIZEN OF THE UNITED-STATES, WHEN PURCHASING THE LICENSED SOFTWARE THE FOLLOWING DISPUTE RESOLUTION MECHANISM APPLY TO YOU:
This provision facilitates the prompt and efficient resolution of any Disputes that may arise between you and Avanquest. Arbitration is a form of private dispute resolution in which persons with a dispute waive their rights to file a lawsuit, to proceed in court and to a jury trial, and instead submit their disputes to a neutral third person (or arbitrator) for a binding decision. You have the right to opt-out of this Provision (as explained below), which means you would retain your right to litigate your Disputes in a court, either before a judge or jury.
Please read this Provision carefully. It provides that all Disputes between you and Avanquest (as defined below, for this Provision) shall be resolved by binding arbitration. Arbitration replaces the right to go to court. In the absence of this arbitration agreement, you may otherwise have a right or opportunity to bring claims in court, before a judge or jury, and/or participate in or be represented in a case filed in court by others (including, but not limited to, class actions). Except as otherwise provided, entering into this agreement constitutes a waiver of your right to litigate claims and all opportunity to be heard by a judge or jury. There is no judge or jury in arbitration, and court review of an arbitration award is limited. The arbitrator must follow this agreement and can award the same damages and relief as a court (including attorneys’ fees).
For the purpose of this Provision, “Avanquest” means Avanquest and its parents, subsidiary, and affiliate companies, and each of their respective officers, directors, employees, and agents. The term “Dispute” means any dispute, claim, or controversy between you and Avanquest regarding any aspect of your relationship with Avanquest, whether based in contract, statute, regulation, ordinance, tort (including, but not limited to, fraud, misrepresentation, fraudulent inducement, or negligence), or any other legal or equitable theory, and includes the validity, enforceability or scope of this Provision (with the exception of the enforceability of the Class Action Waiver clause below). “Dispute” is to be given the broadest possible meaning that will be enforced.
WE EACH AGREE THAT, EXCEPT AS PROVIDED BELOW, ANY AND ALL DISPUTES, AS DEFINED ABOVE, WHETHER PRESENTLY IN EXISTENCE OR BASED ON ACTS OR OMISSIONS IN THE PAST OR IN THE FUTURE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION RATHER THAN IN COURT IN ACCORDANCE WITH THIS PROVISION.
Pre-Arbitration Claim Resolution. For all Disputes, whether pursued in court or arbitration, you must first give Avanquest an opportunity to resolve the Dispute. You must commence this process by mailing written notification to Avanquest, Legal Department, 89-91 Boulevard National, 92250 La Garenne-Colombes, France. That written notification must include (1) your name, (2) your address, (3) a written description of your Dispute, and (4) a description of the specific relief you seek. If Avanquest does not resolve the Dispute within 45 days after it receives your written notification, you may pursue your Dispute in arbitration. You may pursue your Dispute in a court only under the circumstances described below.
Exclusions from Arbitration/Right to Opt Out.Notwithstanding the above, you or Avanquest may choose to pursue a Dispute in court and not by arbitration if (a) the Dispute qualifies, it may be initiated in small claims court; or (b) YOU OPT-OUT OF THESE ARBITRATION PROCEDURES WITHIN 30 DAYS FROM THE DATE THAT YOU FIRST CONSENT TO THIS AGREEMENT (the “Opt-Out Deadline”). You may opt out of this Provision by mailing written notification to Avanquest, Legal Department, 89-91 Boulevard National, 92250 La Garenne-Colombes, France. Your written notification must include (1) your name, (2) your address, and (3) a clear statement that you do not wish to resolve disputes with Avanquest through arbitration. Your decision to opt-out of this Provision will have no adverse effect on your relationship with Avanquest. Any opt-out request received after the Opt-Out Deadline will not be valid and you must pursue your Dispute in arbitration or small claims court.
Arbitration Procedures. . If this Provision applies and the Dispute is not resolved as provided above (“Pre-Arbitration Claim Resolution”) either you or Avanquest may initiate arbitration proceedings. JAMS, www.jamsadr.com, will arbitrate all Disputes, and the arbitration will be conducted before a single arbitrator. The arbitration shall be commenced as an individual arbitration, and shall in no event be commenced as a class arbitration. All issues shall be for the arbitrator to decide, including the scope of this Provision.
The JAMS Comprehensive Arbitration Rules & Procedures and the JAMS Recommended Arbitration Discovery Protocols for Domestic, Commercial Cases will apply. The JAMS rules are available at www.jamsadr.com or by calling 1-800-352-5267. This Provision governs in the event it conflicts with the applicable arbitration rules. Under no circumstances will class action procedures or rules apply to the arbitration.
Because this Agreement concern interstate commerce, the Federal Arbitration Act (“FAA”) governs the arbitrability of all Disputes. However, the arbitrator will apply applicable substantive law consistent with the FAA and the applicable statute of limitations or condition precedent to suit.
Arbitration Award. The arbitrator may award on an individual basis any relief that would be available pursuant to applicable law, and will not have the power to award relief to, against or for the benefit of any person who is not a party to the proceeding. The arbitrator will make any award in writing but need not provide a statement of reasons unless requested by a party. Such award will be final and binding on the parties, except for any right of appeal provided by the FAA, and may be entered in any court having jurisdiction over the parties for purposes of enforcement.
Location of Arbitration. You or Avanquest may initiate arbitration in either Los Angeles, California or the federal judicial district that includes the address you provide in your written notification of Pre-Arbitration Claim Resolution. In the event that you select the federal judicial district that includes the address you provide in your written notification of Pre-Arbitration Claim Resolution, Avanquest may transfer the arbitration to Los Angeles, California in the event that it agrees to pay any additional fees or costs you incur as a result of the transfer, as determined by the arbitrator.
Payment of Arbitration Fees and Costs. Avanquest will pay all arbitration filing fees and arbitrator’s costs and expenses upon your written request given prior to the commencement of the arbitration. You are responsible for all additional fees and costs that you incur in the arbitration, including, but not limited to, attorneys or expert witnesses. Fees and costs may be awarded as provided pursuant to applicable law. In addition to any rights to recover fees and costs under applicable law, if you provide notice and negotiate in good faith with Avanquest as provided in the section above titled “Pre-Arbitration Claim Resolution” and the arbitrator concludes that you are the prevailing party in the arbitration, you will be entitled to recover reasonable attorney’s fees and costs as determined by the arbitrator.
Class Action Waiver. Except as otherwise provided in this Provision, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a class or representative proceeding or claims (such as a class action, consolidated action or private attorney general action) unless both you and Avanquest specifically agree to do so following initiation of the arbitration. If you choose to pursue your Dispute in court by opting out of this Provision, as specified above in section “Exclusions from Arbitration/Right to Opt Out”, this Class Action Waiver will not apply to you. Neither you, nor any other user of the Licensed Software can be a class representative, class member, or otherwise participate in a class, consolidated, or representative proceeding without having complied with the opt-out requirements above.
Jury Waiver. You understand and agree that by entering into this agreement you and Avanquest are each waiving the right to a jury trial or a trial before a judge in a public court. In the absence of this Provision, you and Avanquest might otherwise have had a right or opportunity to bring Disputes in a court, before a judge or jury, and/or to participate or be represented in a case filed in court by others (including class actions). Except as otherwise provided below, those rights are waived. Other rights that you would have if you went to court, such as the right to appeal and to certain types of discovery, may be more limited or may also be waived.
Severability. If any clause within this Provision (other than the Class Action Waiver clause above) is found to be illegal or unenforceable, that clause will be severed from this Provision, and the remainder of this Provision will be given full force and effect. If the Class Action Waiver clause is found to be illegal or unenforceable, this entire Provision will be unenforceable and the Dispute will be decided by a court.
Review by Arbitrator. Any dispute regarding this Provision, including the enforceability of this Provision or the arbitrability of any Dispute as provided in this Provision, shall be for the arbitrator to determine.
Continuation. This Provision “DISPUTE RESOLUTION” shall survive the termination of your use of the Licensed Software and any related Avanquest websites or services.
Survival of Disclaimers
Exclusions of warranties and liability limitations shall survive the termination of this Agreement, howsoever caused; but this survival shall not imply or create any continued right to use the Licensed Software and the Services after termination of this Agreement.
Intellectual Property Ownership
The Licensed Software and Services are the intellectual property of, and are owned by, Avanquest, and by third parties whose intellectual property has been licensed by Avanquest. The structure, organization, and code of the Licensed Software and Services are the valuable trade secrets and confidential information of Avanquest and such third parties. The Licensed Software and Services are protected by law, including without limitation, the copyright laws of the United States and other countries, and by international treaty provisions.
Complete Agreement and Binding Effect
This Agreement constitutes the entire agreement between you and Avanquest relating to the Licensed Software and the Services, and it supersedes all prior or contemporaneous representations, discussions, undertakings, communications, agreements, arrangements, advertisements, and understandings regulating the Licensed Software and the Services. This Agreement is binding on and made for the benefit of the parties and their successors and permitted assigns.
Avanquest reserves the right, in its sole discretion, to modify, amend or supplement this Agreement at any time. If you continue to use the Application or the Services after any such modifications, amendments or supplements are made, you are then accepting and agreeing to be bound by them.
Except as provided in the “Dispute Resolution and Arbitration” Provision, if any provision of this EULA is determined by a court of competent jurisdiction to be contrary to law, that provision will be enforced to the maximum extent permissible, and the remaining provisions of this EULA will remain in full force and effect.
No failure or delay by Avanquest in exercising its rights or remedies shall operate as a waiver unless made by Avanquest’s specific written notice. No single or partial exercise of any right or remedy of Avanquest shall operate as a waiver or preclude any other, or further, exercise of that, or any other right, or remedy.
Avanquest and its partners reserve the right to stop offering and/or supporting the Application and the Services or part of them at any time either permanently or temporarily, at which point your license to use the Application and the Services or a part thereof will be automatically terminated or suspended.
Avanquest reserves the right to change, suspend or discontinue all the Application and the Services or portion thereof, at any time, and may terminate your use of the Application and the Services at any time. Without prejudice to any other rights, this Agreement will terminate automatically if you fail to comply with any of the limitations or other requirements described herein.
Upon termination or expiration of this Agreement, you must immediately cease using the Applications and the Services described herein. In such case, we may delete your Account and the passwords stored on our servers.