Last updated: August 2020
1. Accepting the Terms and Conditions of Use. Thank you for using the Octopus Authenticator Application Software (the “Application”). Please read these terms and conditions carefully before using this Application, Software & Features (the “Software”) as they constitute a legally binding agreement between you and Secret Double Octopus Ltd. (“SDO”, “Us”, or “We”), and check them periodically for changes.
ANY USE OF THIS APPLICATION, THE WEBSITE, THE SOFTWARE OR ANY OF THE SERVICES AVAILABLE FROM TIME TO TIME ON OR IN CONNECTION WITH OUR SOFTWARE OR APPLICATIONS (COLLECTIVELY, THE “SERVICE”), IS SUBJECT TO AND CONDITIONED UPON ASSENT TO AND COMPLIANCE WITH, ALL OF THE TERMS AND CONDITIONS BELOW (THE “AGREEMENT”). BY USING THE SERVICE YOU SIGNIFY YOUR CONSENT TO BE BOUND BY THE AGREEMENT AND THAT YOU ARE OF LEGAL AGE AND CAPACITY TO FORM A BINDING CONTRACT.
We may change the terms of this Agreement from time to time by posting notice on the Service. Please periodically check. Your continued use of the Service shall constitute your consent to any changes made. If you do not agree to the new terms, you should not use the Service.
2. The Service.
2.1 The Application is a part of SDO’s Octopus Authentication solution for protecting/securing access to Workstations, Servers, Applications and other computing and networking resources.
2.2 Access and use of the Service is permitted only as long as you are in compliance with this Agreement. You should take measures to determine whether or not the Service meets your requirements and intended use and such determination shall be solely your responsibility.
2.3 We may for any or no reason, in our sole discretion and without notice or liability to you or any third party, refuse Service or terminate the Service at any time, and may immediately suspend or terminate your account (if any) and block any and all current or future access to and use of the Service (or any portion thereof), without derogating from any other right or remedy that we may have by law, equity or otherwise. Grounds for such termination may include, but are not limited to, our determination that you violated this Agreement or an infringement of the rights of others or any Applicable laws or regulations.
2.4 Please note that We will fully cooperate with any law enforcement investigation or court order ordering us or directing us to disclose the identity, behavior or activities of anyone believed to have violated this Agreement or to have engaged in illegal behavior.
2.5 You acknowledge that we may, in our sole discretion and at any time(s), change or discontinue providing any part of the Service with a thirty (30) day advance notice of such change. In addition, We may, from time to time, perform maintenance upon the Service resulting in interrupted service, delays or errors in the Service. We will attempt to provide prior notice of scheduled maintenance but cannot guarantee that such notice will be provided.
2.6 Although we try to make the Service always available to you, We cannot make any guarantee and will not be held liable for any service disruptions, whether temporary or not.
3. Requirements for Use.
3.1 You may be required to meet some hardware requirements or software to enable your devices to access the Application.
3.2 In order to use the Application and different parts of the Service, you need to have compatible computing and/or mobile devices, access to the Internet and mobile messaging and data services, and certain necessary software. Fees and charges may apply to your use of the Internet or mobile services. You agree that you are responsible for meeting these requirements and for your use of the Internet, any associated fees, charges or expenses. We do not warrant or guarantee that the Application or Software will function with your mobile or computing device or be compatible with the Software or the hardware or any other software on any particular devices.
3.3 Information will be transmitted over a medium that will be beyond our control and jurisdiction; multiple factors, including network availability, may affect delivery or otherwise interfere with the operation of the Service. We do not warrant or guarantee against, and therefore assume no liability for or relating to, any errors, omissions, delays, failures, interruptions, or corruption or loss of any data, alerts, notifications or other information transmitted in connection with your use of the Service.
4. General User Conduct. In connection with the Service, you agree to abide by all applicable local, state, federal, national and international laws and regulations. Without limiting the above, you may not:
· Allow or facilitate a third party, to violate or infringe any rights of us or others or our policies or the operational or security mechanisms of the Service.
· Use the Service in any way that restricts or inhibits the use of the Service or violates the legal rights of others.
· Alter, delete, forge, frame, copy, modify, translate, publicly display, publicly perform, rent, sell, share, sublicense, distribute, hyper-link, create derivative works or otherwise interfere with or in any manner disrupt, circumvent, or compromise, any part of the Service (including without limitation trademarks, service marks and logos contained in the Service (“Marks”) but excluding Content provide entirely by you).
· Access or attempt to access any of our systems, programs or data that are not made available for public use, or attempt to bypass any registration processes on the Service or any of the Service’s security and traffic management devices.
· Use any robot, spider, other automated device or any tool-bar, web-bar, other web-client, device, software, routine or manual process, to access the Service, submit content, or monitor or scrap information from the Service.
· Reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services or Application, or any data related to the Services and Application.
· Create or provide any other means through which the Service may be accessed, for example, through server emulators, whether for profit or not.
· Violate, misappropriate, or infringe the rights of SDO or others, including privacy, publicity, intellectual property, or other proprietary rights and perform acts or transfer data through the Service that are: (a) illegal, obscene, defamatory, threatening, intimidating, harassing, hateful, racially, or ethnically offensive, or instigate or encourage conduct that would be illegal, or otherwise inappropriate, including promoting violent crimes; (b) involve sending illegal or impermissible communications such as bulk messaging, auto-messaging, auto-dialing, and the like; or (c) involve any non-personal use of our Services unless otherwise authorized by us.
5. Right to Use. We hereby grant to you a limited, non-exclusive, non-assignable, non-sub licensable right to access and use our Service, and any user guides, specifications or related documentation (the “Documentation”), subject to your fulfillment of the terms and conditions of this Agreement. This right to use is only for your use and only for the term of this Agreement. To the extent not limited or restricted under any Applicable law or regulation, you are granted permission to temporarily download the Application for the use only on the device that you own or control.
6. Updates. In the event that upgraded versions of the Software or Service are developed, We may, at our discretion, make such updates available to those users who had purchased the Software or Service and have paid any required fees, and complied with the terms of this Agreement.
7. Confidentiality. The term “Confidential Information” shall include any technical, operational, financial, commercial or administrative information disclosed directly or indirectly by SDO with connection to this Agreement. You shall not disclose Confidential Information to any third party unless: (i) it is or becomes generally available to the public without any action or involvement on your part; or (b) was in its possession or known by it prior to receipt from SDO; or (c) was rightfully disclosed to it without restriction by a third party; or (d) was independently developed without use of any Confidential Information of SDO.
You acknowledge that We do not wish to receive any information from you that may be considered by you as confidential unless necessary for Us to supply the Services or fulfill our obligations hereunder, and therefore you further acknowledge that any information received from you shall not be considered as confidential unless clearly marked as such, in which case we undertake to treat it as Confidential Information and adhere to the limitations above mentioned.
9. Proprietary Rights. The Application and the Service, including without limitation the Marks, are protected by copyrights, trademarks, service marks, patents or other proprietary rights, both with respect to the Application and as a collective work or compilation, pursuant to laws and international conventions. Any rights to the Application, Software or Service not expressly granted herein are reserved. We make no claim of ownership as to the trademarks of any third party linked or displayed on the Service, or with respect to any publisher or publication mentioned on the Service. This Agreement does not in any way facilitate a sale of Intellectual Property of any kind and does not convey to you any proprietary rights or ownership in or related to the Services or Software.
You shall have no rights in or to the Application, Software or the Service or any part thereof, and you will not use the Service except as permitted under this Agreement. No other use is permitted without prior written consent from us.
If you violate any part of this Agreement, your permission to access and/or use the Service automatically terminates and you must immediately destroy any copies you have made of the Service.
10. Third-Party Services. Please note that third-party service associated through our Services, may include the provision of information to such third party. Please note that when you use such third-party services, their own terms and privacy policies will govern your use of those services.
11. Third Parties Store and Materials. You acknowledge that this EULA is between you and us, and not with any third party. Third parties through which you might download the Service may have their own terms and conditions to which you must agree to before downloading the Application from it, and your use of the Service is also conditioned upon your compliance with such applicable terms.
12. Evaluation Use. This entire section shall only apply if You use the Service as part of an evaluation approved by Us. The use Software for evaluation use shall be limited for the agreed evaluation period and specific terms, and if none were agreed in writing: 30 days from its commencement, for internal evaluation and use at customer’s premises only, no more than 20 Users and one Server. THIS IS NOT FREE SOFTWARE. At the end of the evaluation period, the customer must either purchase a full, non-evaluation Software license and pay all applicable fees in respect thereto, or discontinue using the Software by immediately erasing it and any of its components from his computers. Using the Software after the Evaluation Period without payment of the applicable Fees is strictly prohibited and shall constitutes a violation of SDO rights hereunder.
13. Export Restrictions. Except as authorized by U.S. law and the laws of the jurisdiction in which the Application and the Software were obtained or is used, You may not use, export or re-export the Application or the Software. Specifically, and without limiting the foregoing, the Application and the Software may not be exported or re-exported into any U.S. or Israel embargoed countries or to anyone on the U.S. Department of Commerce Denied Person’s List or Entity List or the U.S. Treasury Department’s list of Specially Designated Nationals. You represent and warrant that You are not on any such list or located in any such country and that You will not use the Application for any purposes prohibited by U.S. or other Applicable law.
14. Disclaimers of all Warranties. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE ABOVE, WE MAKE NO WARRANTY WHATSOEVER WITH RESPECT TO (I) THE SERVICE MEETING YOUR REQUIREMENTS, OR BEING UNINTERRUPTED, CONTINUOUS, TIMELY, SECURE, OR ERROR FREE; (II) WHETHER YOUR USE OF THE SERVICE WILL GENERATE ANY RESULTS OR CONSEQUENCES, NOR IN TERMS OF THE CORRECTNESS, COMPLETENESS, AVAILABILITY, ACCURACY, RELIABILITY OR OTHERWISE, OR IN CONNECITON WITH SUBMISSIONS OR PREVENTTION OF UNAUTHORISED ACCESS, SHARING OR DOWNLOAD OF YOUR DATA; OR (III) YOUR USE OF THE SERVICE IS LAWFUL IN ANY PARTICULAR JURISDICTION. YOUR USE OF THE SERVICE IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY RESULTING CONSEQUENCES.
15. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, (i) UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY DAMAGE, OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES; IN EACH CASE, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER OR DEVICE FAILURE OR MALFUNCTION, EVEN IF A REPRESENTATIVE OF OURS HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE; AND (ii) OUR AGGREGATE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICE SHALL NOT EXCEED ONE ($1) UNITED STATES DOLLAR. ALL OF THE ABOVE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND ARE FUNDAMENTAL ELEMENTS OF THE BARGAIN BETWEEN THE PARTIES.
16. Limitation of Claims. Any claim or cause of action arising out of or related to Your use of the Service or to the Agreement must be filed within one (1) year after such claim or cause of action arose, or be forever barred.
17. Indemnification. YOU RELEASE, AND AGREE, AT YOUR OWN EXPENSE, TO INDEMNIFY, DEFEND AND HOLD HARMLESS US, OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND AFFILIATES, FROM ALL LIABILITIES, CLAIMS, ALLEGED CLAIMS, LOSS AND DAMAGES (OF EVERY KIND, WHETHER KNOWN OR UNKNOWN AND SUSPECTED OR UNSUSPECTED), AND INCLUDING REASONABLE ATTORNEY’S FEES, RELATED IN ANY WAY TO: (I) YOUR USE OF, ACCESS TO OR RELIANCE ON THE SERVICE OR ANY PART THEREOF, INCLUDING WITHOUT LIMITATION our actions or omissions while providing THE services (EXCEPT FOR OUR BREACH OF THE AGREEMENT AS A RESULT OF WILLFULL MISCONDUCT OR FRAUD ON OUR PART); (II) ANY BREACH OF, OR DEFAULT IN, THIS AGREEMENT BY YOU; (III) ANY ACT OR OMISSION OF YOU, WHETHER OR NOT ILLEGAL, NEGLIGENT, RECKLESS, OFFENSIVE, UNAUTHORIZED OR UNPROFESSIONAL; (IV) ANY DEFECTIVE, CONTAMINATED OR MALICIOUS DEVICE OR SOFTWARE, INCLUDING WITHOUT LIMITATION VIRUSES, INTENTIONALLY OR NEGLIGENTLY DISSEMINATED BY YOU OR ORIGINATING FROM YOUR EQUIPMENT OR NETWORK; (V) ANY ONE ACCESSING THE SERVICE THROUGH YOUR DEVICE WITH OR WITHOUT YOUR CONSENT.
18. We will provide you with written notice of such claim, suit or action. You will not enter into any settlement or compromise of any such claim without our prior written consent. We reserve the right, in our sole discretion, to assume the exclusive defense and control of any matter subject to indemnification by you. In all events, you shall cooperate fully in the defense of any claim.
19. Term & Termination. The license pursuant to this Agreement shall be in force until terminated. SDO may terminate this Agreement immediately in case of a material breach on your part of any section in this Agreement. Sections of this Agreement which by their nature should survive termination or expiration of this Agreement will survive termination or expiration of this Agreement.
20. Governing Law and Exclusive Courts. This Agreement will be governed by laws of the State of Israel without regard to its choice of law or conflicts of law principles. You and Us consent to the exclusive jurisdiction and venue in the courts in Tel Aviv, Israel, except that temporary relief sought solely by Us to enjoin infringement of intellectual property rights may be sought in any court.
21. General. This Agreement comprises the entire agreement between you and Us, and states our and our suppliers’ entire liability and your exclusive remedy with respect to the Service, and supersedes all prior agreements pertaining to this Agreement’s matters. If any provision of this Agreement is held to be contrary to law, such provision shall be construed, as nearly as possible, to reflect the original provision and the other provisions shall remain in full force and effect. The section titles in this Agreement are solely used for convenience and have no legal or contractual significance. No provision of the Agreement shall be construed against Us but rather shall be construed in a neutral and fair manner as terms entered into by a fully-informed party on a voluntary basis after opportunity to confer with advisors and legal counsel about the meaning and effects of the terms of this Agreement. You agree to pay all costs and expenses (including reasonable attorneys’ fees) that we may incur in order to collect any amounts that you owe under this Agreement. No waiver of any term of this the Agreement shall be deemed a further or continuing waiver of such term or any other term, and any failure to assert any right or provision under the Agreement shall not constitute a waiver of such term. Our suppliers are third-party beneficiaries of this Agreement. This Agreement, and any rights granted hereunder, may not be transferred or assigned by you, but may be assigned by Us to a successor of all or substantially all of Our business or assets.
Copyright © 2020, Secret Double Octopus Ltd. All rights reserved.