CODEPROOF® MOBILE SECURITY SOFTWARE AS A SERVICE(SaaS) AGREEMENT

CODEPROOF® MOBILE SECURITY SOFTWARE AS A SERVICE(SaaS) AGREEMENT

THIS AGREEMENT ("AGREEMENT") IS A LEGAL CONTRACT BETWEEN YOU ("YOU") AND CODEPROOF TECHNOLOGIES INC. BY CLICKING "AGREE" OR USING THE MOBILE SECURITY SOLUTION OR USING OR INSTALLING ANY SOFTWARE (THE FIRST DATE ON WHICH ANY SUCH ACTION OCCURS, THE "EFFECTIVE DATE"), YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY IT. IF YOU DO NOT AGREE, YOU ARE NOT AUTHORIZED TO USE THE CODEPROOF® MOBILE SECURITY SOLUTION FOR ANY PURPOSE, AND YOU SHOULD NOT INSTALL THE SOFTWARE.
CODEPROOF MAY MODIFY THIS AGREEMENT UPON NOTICE TO YOU, WHICH NOTICE MAY BE PROVIDED VIA THE CODEPROOF WEBSITE (AS DEFINED BELOW). BY AGREEING TO THE MODIFIED AGREEMENT OR USING THE CODEPROOF MOBILE SECURITY SOLUTION AFTER NOTICE, YOU AGREE TO ALL OF THE MODIFICATIONS.

1. CODEPROOF® MOBILE SECURITY SOFTWARE AS A SERVICE(SaaS)

"Codeproof® Mobile Security SaaS" means Codeproof's solution consisting of (a) Codeproof software ("Mobile Software") installed on one or more mobile devices and (b) Console software and web services made available to You through Codeproof's online website ("Cloud Services"). In this Agreement, references to "Software" also include (x) any updates or upgrades that You purchase or that are otherwise made available to You by Codeproof ("Upgrades") and (y) any help documentation provided through the Software or Online Services ("Documentation").

2. RIGHTS OF USE

The Codeproof® Mobile Security SaaS includes mobile device management Console("Console Software") in the cloud and mobile Software for Your mobile devices. Codeproof and its resellers and distributors may offer the Console Software and Mobile Software individually or together, but You are licensed to use only the type(s) of Software for which You have paid the applicable subscription Fees (not applicable for Free Mobile Software). Except where otherwise specified, all terms of this Agreement and all references to "Software" apply to both the Console Software and the Mobile Software. Subject to all of the terms and conditions of this Agreement, Codeproof hereby grants You the following non-exclusive, non-transferable, non-sublicenseable rights during the Term:
a. Console Software Users: use the Console Software and Services online and
b. Mobile Software Users: to install and use the Mobile Software on Your mobile device(s).

3. RESTRICTIONS

a. You may use the Software and the Codeproof® Mobile Security SaaS only in accordance with this Agreement.
b. You will not: (i) reproduce, modify, create derivative works of, distribute, sublicense, or transfer the Codeproof® Mobile Security Solution; (ii) use the Codeproof® Mobile Security Solution for the benefit of any third party; (iii) circumvent mechanisms in the Codeproof® Mobile Security Solution intended to limit Your use (including without limitation any license expiry or time-out mechanisms); or (iv) reverse engineer, disassemble, decompile, or translate the Software, or attempt to derive the source code of the Software or non-public APIs for the Online Services, except as permitted by law. (v) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in or on the Codeproof Software or used in connection with the Codeproof Software. (vi) loan, rent, or lease the SOFTWARE.

4. PAYMENT TERMS

We offer both a restricted free version ("Free Account"), with a limited amount of features, and a paid premium version ("Premium Account") with additional features for the Codeproof® Mobile Security Software and Services. In the event you choose to subscribe to a Premium Account for the Codeproof Software, you will be billed for the subscription through your credit card. The fees for your Premium Account will be billed either on a monthly or annual basis, depending on the method you choose, from the date you select, or convert to, a Premium Account and on each monthly or annual renewal thereafter unless and until you cancel your account. All fees and charges are nonrefundable and there are no refunds or credits for partially used periods. If you have questions or problems, you can contact us at support@codeproof.com or Codeproof Technologies Inc, 1000 124th Ave NE Suite 100, Bellevue, WA 98005.
If your subscription is based on credit card billing, we will automatically charge your credit card monthly or annually, as applicable, for the cost of the subscription and any applicable taxes for the Premium Account of the Codeproof Software you select. If any fee is not paid in a timely manner, or we are unable to process your transaction using the credit card information provided, we reserve the right to revoke access to your Premium Account and use of the Codeproof Software & Services. If you do not bring your Codeproof balance current within thirty (30) days after we provide you with notification that your account is in arrears, we reserve the right to suspend or terminate your access to your Premium Account of the Codeproof Software or convert your Codeproof Premium Account to a Free Account. You will be responsible for paying all past due amounts. If you want to use a different credit card or update credit card information, you may make edits by accessing your Account page. If your credit card reaches its expiration date, your continued use of the Codeproof software and Services constitutes your authorization for us to continue billing that credit card and you remain responsible for any uncollected amounts. It is your responsibility to keep your contact information and payment information current and updated. By signing up for a Codeproof Premium Account and providing Codeproof with your payment account information, you hereby agree to these payment terms and conditions.

5. ACCOUNT CANCELLATION

Your Codeproof Premium Account will continue in effect unless and until you cancel your premium Account or we terminate it. In case if you want to cancel your paid subscription, You must cancel your Premium Account before it renews each month or annually, as applicable, in order to avoid billing of the next month’s or year’s fees to your credit card. If you wish to cancel your Premium Account you may do so by sending us a cancellation request atleast 15 days prior to upcoming auto-renewal date. Please send the cancellation request to support@codeproof.com or call us at 1-866-986-2963. Should you elect to cancel your Premium Account, please note that you will not be issued a refund for the most recently (or any previously) charged monthly or annual fees.

6. CLOUD SERVICES AND LOGIN INFORMATION

a. The Cloud Services are for use in conjunction with the Software as part of the Codeproof® Mobile Security Solution and are accessible through Codeproof's online portal at https://www.codeproof.com/ or a successor website ("Codeproof Cloud"). Subject to all of the terms and conditions of this Agreement, Codeproof hereby grants You a non-exclusive, non-transferable, non-sublicenseable right during the Term to access and use the Cloud Services through the Codeproof Portal for Your own personal use in connection with the Codeproof® Mobile Security Solution.

b. To use the Codeproof Cloud and certain other features of the Codeproof® Mobile Security Solution, You must register Your email address and a password ("Login Information") with Codeproof. You are solely responsible for any actions taken using Your Login Information. You understand and agree that Codeproof uses Login Information according to its Privacy Policy currently at https://www.codeproof.com/legal/privacy-policy/ (as may be updated by Codeproof) and that Codeproof may contact You about your account and our products and services as described in the Privacy Policy. Use of the Cloud Services and Codeproof website may be subject to additional terms posted on the Codeproof website. You agree that the information you provide to Codeproof upon registration and at all other times will be true, accurate, current and complete. You also agree that you will ensure that this information, including, without limitation, all information relating to your account is kept accurate and up to date at all times. Codeproof will not be liable for any damages or liability resulting from your account information. You agree not to sell or transfer or allow another person to access your account password or Codeproof Services account.

c. Codeproof website stores certain information from Your browser using "cookies." A cookie is a small text file that is stored on a user's computer for record-keeping purposes. Codeproof website uses session ID cookies to confirm that users are logged in. These cookies terminate once the user closes the browser. In addition, Codeproof uses other means, including persistent cookies, which do not terminate when You close the browser, to gather certain information about Your use of the Codeproof Portal and the Online Services. Such information includes, without limitation, account activity (e.g., storage usage, number of log-ins, actions taken), data displayed or clicked on (e.g., UI elements, links), and other log information (e.g., browser type, IP address, date and time of access, cookie ID, referrer URL). You can remove or block persistent cookies using the settings in Your browser if You want to disable this feature, however, the Codeproof Portal may cease to function properly if You do so. BY USING THE CODEPROOF WEBSITE, YOU HEREBY CONSENT TO SUCH USES OF COOKIES. IF YOU DO NOT CONSENT, DO NOT USE THE CODEPROOF SOFTWARE AND SERVICES.

7. INTERENT CONNECTION & CODEPROOF WEBSERVICES

Each Device requires an active Internet connection in order for the Software to operate and the Device to be protected by the Codeproof® Mobile Security Solution. This is because the Software communicates with Codeproof's webservices in the cloud in order to provide certain features and functionality, including without limitation scanning applications for threats and receiving signatures of malicious applications and administer configured security policies. The Software also may send Your Information (as defined below) to the Codeproof webservice for the purposes described in Section 10 (Information Collected by the Software).
Mobile Software Users (in addition to the above): Your Mobile Software Device requires an active data connection in order for the Mobile Software to operate.
YOU ARE SOLELY RESPONSIBLE FOR MAINTAINING YOUR OWN INTERNET AND DATA CONNECTIONS FOR ANY DEVICE THAT YOU USE WITH THE CODEPROOF MOBILE SECURITY SOLUTION, AND CODEPROOF TAKES NO RESPONSIBILITY OR LIABILITY FOR THE FOREGOING. YOU ACKNOWLEDGE THAT THE CODEPROOF WEBSERVICES AND OTHER SERVICES THAT ARE ACCESSED OR USED THROUGH INTERNET CONNECTIONS OR VIA SMS FUNCTIONALITY MAY BE SUBJECT TO YOUR SERVICE PROVIDER'S DOWNTIME FROM TIME TO TIME FOR PURPOSES OF MAINTENANCE, REPAIR OR UPGRADE. IN ADDITION,CODEPROOF IS NOT LIABLE FOR YOUR MOBILE NETWORK OPERATOR FEES INCURRED WHILE USING CODEPROOF MOBILE SECURITY SOFTWARE WITH INTERNET CONNECTION.

8. INFORMATION COLLECTED BY THE SOFTWARE

The Codeproof® Mobile Security Solution may collect and send information to the Codeproof webservices about the following:

a. Information about the malicious applications;
b. Other details about Your Device, which may include Your Device's UDID, Operating system, version, installed applicatons, running processes, device type and carrier informations.

Codeproof does not use Your Information to identify or contact You (other than as set forth herein), but may use it to: (x) provide the complete remote managabilty of your device via Cloud Console and provide reporting (y) improve the Codeproof Webservices(s) and its other products and services; and (z) develop aggregate, non-customer identifiable statistics, which Codeproof may use for research, publicity and promotional purposes.

Mobile Software Users (in addition to the above): Certain features requires reporting of Device Location Information to Codeproof webservices in order to locate the device in Codeproof Cloud Console. Additionally, if specified in the applicable terms of service for any App Store, System Information (or similar data) may also be collected by or shared with the applicable App Store operator and use of that information will be subject to the privacy policy of such App Store operator.

YOU CONSENT TO THE USES DESCRIBED ABOVE, INCLUDING BUT NOT LIMITED TO HAVING YOUR INFORMATION TRANSFERRED TO AND PROCESSED IN THE UNITED STATES AND OTHER JURISDICTIONS. YOU GRANT CODEPROOF AN UNRESTRICTED, ROYALTY-FREE, PERPETUAL LICENSE TO USE AND MODIFY YOUR INFORMATION FOR SUCH PURPOSES.

9. QUARANTINE, DELETION AND DISABLING FEATURES

The Codeproof® Mobile Security Solution includes (or may be upgraded to include) features that allow You to do the following:

a. Automatically block and/or quarantine installation of software that You may not want on Your Device ("Potentially unwanted Software"). This feature may block/quarantine software that is not Potentially unwanted Software, disable other software on the Device or result in breaching licenses to such software;

b. Erase or "wipe" all of Your Device's free hard drive space or all or portions of the content on Your Device, including without limitation any and all applications, photos, music, contacts and other content ("Deleted Content"). Using this feature permanently erases all the Deleted Content so that it cannot be recovered; and

c. Mobile Software Users (in addition to the above): (i) Restore the mobile device to initial factory settings so that no content can be recovered;

YOU ACKNOWLEDGE THE EFFECTS OF THESE FEATURES AND THAT IT IS YOUR CHOICE WHETHER TO USE THEM. IF YOU DO NOT WANT TO ASSUME SUCH RISKS, DO NOT USE THE CODEPROOF MOBILE SECURITY SOLUTION. CODEPROOF IS NOT LIABLE FOR ANY LOSS OF DELETED CONTENT, DATA, LOSS OF ACCESS OR OTHER PROBLEMS OR LOSSES ARISING FROM USE OR MISUSE OF THE CODEPROOF MOBILE SECURITY SOLUTION.

10. FEES

You are responsible for paying Codeproof or the party from which you obtained the Codeproof® Mobile Security Software, the subscription fees and applicable taxes ("Fees") for the right to use the Codeproof® Mobile Security Solution in the Initial Term and any Renewal Term(s) (as defined below). All Fees are non-refundable.

11. OWNERSHIP.

Codeproof and its licensors have and retain all right, title and interest in the Codeproof® Mobile Security Solution, including without limitation the Software, the Online Cloud Services, the Codeproof Portal and any materials made available through the Codeproof Portal, and any modifications to or derivative works of any of the foregoing (including all intellectual property rights). Each copy of the Software, and use of the Online Services, is licensed, not sold, notwithstanding any use of "purchase," "sale," or similar terms.

12. PRODUCT CHANGES

Provided that the functionality of the Codeproof® Mobile Security Solution is not substantially decreased during the Term, Codeproof may at any time without notice discontinue or modify any characteristics of the Codeproof® Mobile Security Solution.

13. TERM

This Agreement will begin on the Effective Date and will continue for the initial term set forth in the subscription order (if no term is specified in the subscription order, the default initial term shall be one (1) year) ("Initial Term"). After the Initial Term, if You purchased Your license to the Codeproof® Mobile Security Solution online from Codeproof (or if You renewed Your subscription online from Codeproof) and provided a valid credit card number or an alternative payment method, Your license to the Codeproof® Mobile Security Solution will automatically renew for the specified term(s) ("Renewal Term(s)" and together with the Initial Term, the "Term") in accordance with the terms and conditions pertaining to automatic renewal presented to You at the time of purchase. Fees for Renewal Term(s) will be charged as described in Your subscription order or as set forth in a subsequent communication from Codeproof to You.

14. TERMINATION

Codeproof may terminate this Agreement immediately (i) if You breach this Agreement or (ii) any aspect of this Agreement is limited by law or third party terms of service. The following will survive termination: outstanding fee obligations, the license restrictions in Sections 3.b, the disclaimers in Section 7 (Internet Connection/Codeproof webservices), 8 (Information Collected by the Software), the disclaimers in Sections 9 (Quarantine, Deletion and Disabling Features), 10 (Fees), 11 (Ownership), 14 (Termination), 18 (Disclaimers), 19 (Limitation of Liability), 19 (US Government End Users Only), 20 (Authority and Indemnity), 21 (Export), 22 (Governing Law), 24 (High Risk Activity), 25 (Force Majeure), 26 (Open Source Software), and 27 (General).

15. FREE MOBILE SOFTWARE.

Codeproof may make available a free version of the Mobile Software that has limited features ("Free Mobile Software"). The Free Mobile Software may not be complete or fully functional, and Codeproof makes no warranties whatsoever about the Free Mobile Software. Codeproof does not guarantee that it will continue to make available the Free Mobile Software under this Agreement or at all.

16. UPGRADES

Any Upgrades will be subject to the terms of this Agreement applicable to Software or other terms provided with the Upgrade.

17. SUPPORT

Codeproof will provide online self-help and email support only. All support is provided only during the Term and in accordance with Codeproof's standard support policies.

18. REFUNDS/DISCLAIMER OF WARRANTIES

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE CODEPROOF MOBILE SECURITY SOLUTION IS PROVIDED "AS IS" AND CODEPROOF AND ITS LICENSORS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, FUNCTIONALITY, OR MERCHANTABILITY, WHETHER EXPRESS, IMPLIED, OR STATUTORY. THERE IS NO WARRANTY THAT THE CODEPROOF MOBILE SECURITY SOLUTION WILL BE ERROR FREE OR THAT ACCESS WILL BE CONTINUOUS OR UNINTERRUPTED, OR THAT ANY LOCATION INFORMATION WILL BE ACCURATE, COMPLETE, OR TIMELY. NO ANTI-MALWARE, SECURITY, OR DEVICE LOCATION SERVICE CAN GUARANTEE A 100% DETECTION OR SUCCESS RATE, AND CODEPROOF IS NOT LIABLE FOR ANY DAMAGE OR LOSS RESULTING FROM ANY FAILURE OF THE CODEPROOF MOBILE SECURITY SOLUTION TO DETECT OR QUARANTINE ANY POTENTIALLY UNWANTED SOFTWARE.
YOU MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, WILL BE LIMITED TO THE WARRANTY PERIOD ABOVE.

19. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL CODEPROOF, ITS RESELLERS, ITS DISTRIBUTORS, OR ITS LICENSORS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR (A) ANY LOST PROFITS, LOST DATA, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES OR (B) AMOUNTS EXCEEDING ONE HUNDRED DOLLARS (US$100). THIS SECTION 18 WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

20. US GOVERNMENT END USERS ONLY

For US government end-users only, the Codeproof® Mobile Security Solution is a "commercial item" as defined at 48 C.F.R. 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire the Software with only those rights set forth therein.

21. AUTHORITY AND INDEMNITY

if You are using the Codeproof® Mobile Security Solution on behalf of (or to facilitate the use of the Codeproof® Mobile Security Solution by) a company of which You are an employee or agent ("Company"), You represent and warrant that You have the full corporate right, power, and authority to enter into this Agreement on behalf of the Company, that this Agreement has been duly authorized by the Company, and that this Agreement will constitute the legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms. You hereby agree to indemnify and hold Codeproof harmless from any and all claims, damages, losses, and expenses (including, without limitation, attorneys' fees) arising from any breach of this Section.

22. EXPORT

The Software is subject to U.S. export control laws and regulations, and may be subject to foreign export or import laws or regulations. You agree to comply strictly with all such laws and regulations and not to use or transfer the Software for any use relating to nuclear, chemical, or biological weapons, or missile technology. You represent and warrant that (a) You are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a "terrorist supporting" country and (b) You are not listed on any U.S. Government list of prohibited or restricted parties. You will indemnify and hold harmless Codeproof and its licensors from all claims, damages, losses, and expenses (including attorneys' fees) arising from breach of this Section.

23. GOVERNING LAW

For any action relating to this Agreement, You agree to the State of Washington governing law (without regard to conflicts of laws principles), and jurisdiction and venue in the courts of Seattle, Washington.

24. HIGH RISK ACTIVITY

You acknowledge and agree that the Codeproof® Mobile Security Solution is not intended for use with any high risk or strict liability activity, including, without limitation, air or space travel, technical building or structural design, power plant design or operation, or life support or emergency medical operations or uses, and Codeproof makes no warranty regarding, and will have no liability arising from, any use of the Software in connection with any high risk or strict liability activity.

25. FORCE MAJEURE

Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to events which are beyond the reasonable control of such party, including but not limited to any strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or of telecommunications or data networks or services, or refusal of approval or a license by a government agency.

26. OPEN SOURCE SOFTWARE

The Software may contain or be provided with components subject to the terms and conditions of third party "open source" software licenses ("Open Source Software"). Open Source Software may be identified in the Documentation or via a link to Codeproof's website, or Codeproof will provide a list of the Open Source Software for a particular version of the Software to You upon You written request. To the extent required by the license that accompanies the Open Source Software, the terms of such license will apply in lieu of the terms of this Agreement with respect to such Open Source Software itself, including, without limitation, any provisions governing access to source code, modification or reverse engineering.

27. GENERAL

If any provision of this Agreement is held unenforceable, that provision will be enforced to the extent permissible by law and the remaining provisions will remain in full force. Codeproof may provide You with notice of matters relating to this Agreement by sending You an email or by posting notice in the Codeproof Website. This Agreement will bind and inure to the benefit of each party's permitted successors and assigns. You may not assign or transfer this Agreement or any rights hereunder. Attempted assignment or transfer in violation of the foregoing will be void. Codeproof may freely assign or transfer its rights or obligations hereunder, including without limitation to any affiliate or any successor to its business or assets to which this Agreement relates, whether by merger, sale of assets, sale of stock, reorganization, or otherwise. No provision of this Agreement will be deemed waived unless the wavier is in writing and signed by Codeproof. This Agreement is the complete and exclusive statement of the mutual understanding between You and Codeproof and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. No provision of any purchase order or in any other business form employed by You will supersede the terms and conditions of this Agreement, and any such document issued by a party hereto relating to this Agreement will be for administrative purposes only and will have no legal effect.

Codeproof Technologies Inc
440 N Wolfe Rd,
Sunnyvale, CA 94085
USA

Last updated on September 9th, 2021