Invisproof Terms of Service
Last Updated: October 7, 2026
These Terms of Service (“Terms” or “Agreement”) are entered into by and between Invisproof LLC (hereinafter, “Invisproof,” “we” or “our”) and the entity placing an order for, or accessing, any Services (“Customer” or “you”). If you are accessing or using the Services on behalf of a company, you represent that you are authorized to accept this Agreement on behalf of your company. You and Invisproof are also sometimes each herein referred to as a “party” or collectively as the “parties.”
This Agreement permits Customer to purchase subscriptions to software-as-a-service products and other services from Invisproof pursuant to Order Form(s) (defined below) and sets forth the terms under which those products and services will be provided.
The “Effective Date” of this Agreement is the earliest of (i) the date the first Order Form is executed by both parties, (ii) the subscription start date set forth in the Order Form, or (iii) Customer’s initial access to any Services (as defined below) through any online provisioning, registration or order process.
BY EXECUTING AN ORDER FORM OR ACCESSING OR USING ANY SERVICES, CUSTOMER ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ALL TERMS, CONDITIONS, AND NOTICES CONTAINED OR REFERENCED IN IT. IF YOU DO NOT AGREE TO THIS AGREEMENT, DO NOT USE ANY SERVICES. EACH PARTY EXPRESSLY AGREES THAT THIS AGREEMENT IS LEGALLY BINDING UPON IT. THIS AGREEMENT CONTAINS MANDATORY ARBITRATION PROVISIONS THAT REQUIRE THE USE OF ARBITRATION TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS. IT ALSO INCLUDES A WAIVER OF YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS. PLEASE READ IT CAREFULLY.
1. Definitions
The following capitalized terms shall have the meanings set forth below:
“Applicable Law” means all applicable local, state, federal and international laws and regulations.
“Authorized User” means a user under the control of Customer who is permitted to use the Services solely on behalf of Customer.
“Confidential Information” means information about a party’s technology, business plans, pricing, marketing strategies, customers, financial information, and any other non-public information that is marked or designated as confidential or that would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that: (i) is or becomes generally available to the public other than as a result of a disclosure by the receiving party; (ii) was known to the receiving party prior to its disclosure by the disclosing party; (iii) becomes known to the receiving party from a source other than the disclosing party without breach of any obligation of confidentiality; or (iv) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.
“Customer Content” means documents, photos, video, audio, information, data, text, and any other content provided by Customer or its Authorized Users through the Services, other than Feedback.
“Documentation” means the technical user documentation provided with the Services, as made available by Invisproof.
“Feedback” means comments, questions, suggestions, improvements, or other feedback relating to any Service.
“Intellectual Property Rights” includes all patents, utility models, design patents, copyrights, trademarks, service marks, trade dress, trade names, logos, trade secrets, moral rights, know-how, all rights in computer software and data, database rights, and all other intangible property rights and privileges throughout the world, as may now exist or hereafter come into existence, and all renewals and extensions thereof, and all improvements to any of the foregoing, regardless of whether any of such arise under the laws of any state, country or other jurisdiction, and whether or not a party has applied for or been issued or granted registration or other protection therefor.
“Marked Copy” means any media produced by the Services using Customer Content and featuring Invisproof’s forensic watermarks, including without limitation any previews, exports or saved files produced by Customer using the Services or by the Services themselves (whether this occurs manually or automatically).
“Objectionable Content” means content that: (i) includes any material that by itself, or by its use in connection with the Services, infringes upon, misappropriates or violates the rights of any person or entity or any applicable laws; (ii) includes material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights (including, without limitation, trademark, privacy and publicity rights) unless Customer is the owner of such rights or Customer has all necessary license rights to do so and to grant Invisproof the rights set forth in this Agreement; (iii) contains or installs any viruses, worms, malware, Trojan horses, or other harmful or destructive code; (iv) is unlawful, libelous, defamatory, obscene, offensive, threatening, hateful, or otherwise objectionable or inappropriate; (v) contains Personal Information, except with the consent of the individual to whom such information relates or as otherwise expressly permitted under applicable data protection and privacy laws; or (vi) may damage, interfere with, or disrupt the Services or any third-party systems.
“Order Form” means a form that is used to order the Services, including without limitation any Invisproof ordering document, online registration, order description or order confirmation referencing this Agreement. Each Order Form is subject to these Terms of Service.
“Personal Information” means any information relating to an identified or identifiable person as defined by applicable privacy or data protection laws.
“Recipient” means a person to whom Customer issues or makes available a Marked Copy.
“Services” means Invisproof’s proprietary software-as-a-service solution(s), including its web-based platform, its application programming interfaces, the Documentation, and any additional offerings described in the applicable Order Form, including any updates, modifications, or enhancements thereto.
“Subscription Term” means the initial term and any renewal term as described in Section 12.
“System Data” means data and information collected by Invisproof regarding the Services and the use thereof, including data and information regarding the performance, availability, usage, integrity or security of the Services.
“Trace Report” means the analytics, data, and output generated through the use of the Services when a file is checked to identify which Marked Copy, if any, it derives from.
2. Services
2.1 Services. Invisproof’s Services are software-as-a-service solutions offered through an online platform. The Services are provided on a subscription basis for a set term designated on the Order Form. Invisproof shall make the Services available to Customer during the Subscription Term solely for Customer’s business purposes and Customer shall use the Services in accordance with the terms and conditions of this Agreement, the Documentation, and the applicable Order Form.
2.2 Right to Access the Services. Subject to Customer’s compliance with this Agreement, Invisproof grants Customer a non-exclusive, non-sublicensable, non-transferable right to access and use the Services, solely to facilitate Customer’s uploading of Customer Content via the Services, to retrieve the associated Marked Copies, and to obtain Trace Reports. Customer may only provide access to the Services to Authorized Users. Customer will be liable for such users’ compliance with this Agreement.
2.3 Account Registration. Customer shall create accounts for using the Services (each, an “Account”) and provide accurate, current, and complete information during the account creation process. Customer is responsible for maintaining the confidentiality of all Account information and for all activities that occur under such Accounts. Customer shall notify Invisproof promptly of any unauthorized use of any Account or any other known or suspected breach of security related to the Services.
2.4 Organization Accounts. If you use the Services as an Authorized User of an organization, you agree that the organization may control and administer your Account, access and process your data (including the contents of your files), and that you have no reasonable expectation of privacy in your Account. You further agree that your use of the Services may be subject to: (i) your organization’s guidelines and policies regarding the use of the Services; and (ii) the agreements Invisproof has with your organization.
2.5 Usage Restrictions. Customer agrees that it will not, directly or indirectly: (a) reverse engineer, decompile, disassemble, modify, create derivative works of or otherwise create, attempt to create or derive, or permit or assist any third party to create or derive, the source code underlying the Services or the forensic watermarks featured in any Marked Copy; (b) attempt to probe, scan or test the vulnerability of the Services or of the forensic watermarks featured in any Marked Copy, breach the security or authentication measures of the Services without proper authorization or wilfully render any part of the Services or of such forensic watermarks unusable; (c) use or access the Services or any Marked Copy to develop a product or service that is competitive with Invisproof’s products or services or engage in competitive analysis or benchmarking; (d) transfer, copy, lease, display, disclose, distribute, resell, (sub)license, provide services in relation to, or assign the Services, or a copy, summary or portion of the Services, or otherwise offer the Services on a standalone basis; (e) introduce any viruses, worms, defects, Trojan horses, malware, or any items of a destructive nature through the Services; (f) interfere with or disrupt the Services or the servers or networks providing the Services; (g) use the Services to process Objectionable Content; (h) otherwise use the Services or any Marked Copy in violation of applicable laws, rules or regulations (including export laws) or outside the scope expressly permitted hereunder; or (i) remove any proprietary notices, legends or labels of Invisproof or its licensors. Customer shall immediately notify Invisproof if Customer becomes aware of any unauthorized use of the Services or any use in violation of this Agreement. Customer agrees to cooperate with Invisproof in any investigation into misuse of the Services and to use any reasonable prevention measures prescribed by Invisproof.
2.6 Usage Limitations. Invisproof may set and enforce limits on Customer’s use of the Services (e.g. limiting the number of API requests that Customer may make, the number or size of files Customer may process, or the number of users Customer may serve), in Invisproof’s sole discretion. Customer warrants and covenants that Customer will not attempt to circumvent any such limitations.
2.7 Changes to Services. Invisproof may, from time to time, make modifications, updates, or enhancements to the Services or modify or discontinue certain features or functionality of the Services. Invisproof will use commercially reasonable efforts to notify Customer of any material changes to the Services at least thirty (30) days in advance of such changes taking effect, unless such changes are necessary to address security concerns, legal requirements, or technical issues requiring immediate implementation.
2.8 Beta Offerings. Customer may choose to use beta offerings in its sole discretion. Use of beta offerings may be subject to additional terms provided by Invisproof with the beta offering. Invisproof may offer a beta offering with or without charge and may modify pricing for a beta offering upon notice to Customer. Beta offerings may be changed at any time without notice and may not be maintained and/or become generally available. Beta offerings are to be used for Customer’s internal testing and evaluation purposes only. Invisproof will have no liability arising out of or in connection with beta offerings and disclaims any warranty, indemnity, support, service level, or other obligations with respect to its beta offerings. CUSTOMER USES BETA OFFERINGS “AS IS” AND AT ITS OWN RISK.
2.9 Suspension. Invisproof may at any time suspend any use of the Services and/or remove or disable any content as to which Invisproof reasonably and in good faith believes is in violation of this Agreement. Invisproof agrees to provide Customer with notice of any such suspension or disablement before its implementation unless such suspension or disablement is necessary to comply with legal process, regulation, order or prevent imminent harm to the Services or any third party, in which case Invisproof will notify Customer to the extent allowed by applicable law of such suspension or disablement as soon as reasonably practicable thereafter.
2.10 Support. For the period of Customer’s subscription to the Services, Invisproof shall be available by email at support@invisproof.com to provide Customer with technical support for the Services. Such technical support shall be reasonably sufficient to answer questions from Customer relating to the operation of the Services.
3. Customer Content and Marked Copies
3.1 Customer Content. Customer shall be solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Content. Customer represents and warrants that it has all necessary rights, consents and permissions to collect, share and use the Customer Content as contemplated in connection with the Services, including the right to grant rights to the Customer Content to Invisproof, and that the Customer Content will not contain any Objectionable Content. Customer acknowledges that Invisproof has no obligation with respect to Objectionable Content submitted to the Services. Invisproof reserves the right to take down or reject any Customer Content in its sole and absolute discretion.
3.2 License to Customer Content. Customer grants Invisproof a non-exclusive, worldwide, royalty-free license, during the Subscription Term and until the Customer Content is deleted in accordance with Section 12, to use, modify, reproduce, display, transmit, and distribute the Customer Content to provide the Services, including to generate the Marked Copies and the Trace Reports. Customer Content is not used to train, fine-tune or otherwise improve Invisproof’s models except where Customer has expressly opted in in writing.
3.3 Marked Copies. The Services allow Customer to use Customer Content to produce Marked Copies. When Customer Content is processed through the Services and becomes a Marked Copy, it may be altered from its original form. These alterations are the forensic watermarks and may include non-substantive changes to the file that are designed not to be noticeable in ordinary use. By processing Customer Content through the Services, Customer agrees and consents to these changes being made. Customer agrees not to attempt to bypass, strip, or alter the forensic watermarks.
3.4 Recipients. Customer decides to whom each Marked Copy is issued and is solely responsible for the information it provides about Recipients and for its dealings with them. As between the parties, Customer shall have sole responsibility for determining the legal basis for processing of Personal Information of Authorized Users and Recipients and shall give all legally required notices to, and obtain all legally required consents from, such individuals necessary for the collection, storage and processing of their Personal Information by Invisproof, including the association of a Marked Copy with the Recipient to whom it was issued.
3.5 Compliance with Laws. Customer shall comply with all Applicable Laws, regulations, and industry standards in connection with its use of the Services, including, without limitation, laws relating to privacy, data protection, and the gathering, use, and disclosure of Personal Information.
4. Trace Reports
4.1 Disclaimer of Trace Reports. If a Marked Copy is leaked, the Services may be used to identify which Marked Copy was leaked. The results of this investigation will be provided to Customer in a Trace Report. We work hard to ensure that Trace Reports are reliable to a reasonably high level of accuracy. However, absolute certainty is not possible in this area, and there is a non-zero percent chance of error. Accordingly, Invisproof disclaims any responsibility for the content or accuracy of a Trace Report. Customer is advised to acquire additional evidence before using the Trace Report as the basis for taking a particular action.
4.2 What a Trace Report Shows. A Trace Report identifies a Marked Copy and, through Customer’s records, the Recipient to whom that Marked Copy was issued. It does not establish who disclosed the file, how it was disclosed, or whether the disclosure was intended.
4.3 Use of Trace Reports. Customer is solely responsible for any decision or action it takes on the basis of a Trace Report, including any action concerning an employee, contractor or Recipient. Invisproof is not responsible for any disputes or losses caused by incorrect results. Customer will not modify any Trace Report.
4.4 Checks Through the Services Only. A file can be checked against Customer’s Marked Copies only through the Services. Invisproof does not provide software or keys for reading the forensic watermarks outside the Services.
5. Fees and Payment
5.1 Invoicing and Payment. All fees specified in the applicable Order Form (“Fees”) shall be invoiced and payable as set forth in the Order Form unless otherwise set forth herein. Fees are due and payable thirty (30) days after the date of the invoice, unless otherwise specified in the applicable Order Form. Except as expressly set forth in this Agreement, all Fees are non-refundable. Any amounts not paid when due shall accrue interest at the rate of 1.5% per month, or the maximum rate permitted by Applicable Law, whichever is less, from the due date until paid in full.
5.2 Fee Adjustment. Invisproof may increase the fees for the Services at the beginning of any renewal term. Invisproof will provide Customer notice of such fee increase prior to the beginning of the renewal term.
5.3 Taxes. Customer’s fees are exclusive of all taxes, and Customer is responsible for paying any applicable sales, use, excise, withholding, or similar taxes or levies, whether domestic or foreign, other than taxes based on the income of Invisproof. Invisproof may collect applicable taxes from Customer by adding such taxes to the Order Form or invoices. Any such taxes will be separately stated on the Order Form or invoices issued to Customer.
5.4 Disputed Invoices. In the event Customer disputes in good faith any invoiced Fees, Customer must provide written notice of the disputed amount within fourteen (14) days after receiving such invoice, specifying the amount in dispute and the reason for the dispute. Customer shall pay all undisputed portions of any invoice in accordance with Section 5.1. The parties shall work in good faith to resolve any disputed amounts as promptly as possible. Upon resolution of the dispute, Customer shall promptly pay Invisproof the portion of the disputed amount agreed or determined to be owing.
5.5 Suspension of Service. Invisproof reserves the right to suspend Customer’s access to the Services, without liability to Invisproof, if Customer is late in payment of any Fees or is otherwise in breach of this Agreement. The foregoing shall be in addition to any other rights or remedies available to Invisproof, including immediate termination of this Agreement for non-payment.
5.6 Recurring Payment Method. If Customer is purchasing the Services via credit card, debit card or any other recurring payment method accepted by Invisproof (“Recurring Payment Method”), the following terms apply:
(a) Recurring Billing Authorization. By providing Recurring Payment Method information and agreeing to purchase any Services, Customer hereby authorizes Invisproof (or its designee) to automatically charge or debit Customer’s Recurring Payment Method for all Fees in accordance with the applicable Order Form. Customer acknowledges and agrees that the amount billed and charged may vary depending on any adjustments to the subscription fee, any upgrade fees based on usage, and additional usage charges.
(b) Invalid Payment. If a payment is not successfully settled due to expiration of a Recurring Payment Method, insufficient funds, or otherwise, Customer remains responsible for any amounts not remitted to Invisproof and Invisproof may, in its sole discretion, either (i) invoice Customer directly for the deficient amount, (ii) continue billing the Recurring Payment Method once it has been updated by Customer (if applicable) or (iii) terminate this Agreement.
(c) Payment of Outstanding Fees. Upon termination or expiration of the Subscription Term, Invisproof will charge or debit Customer’s Recurring Payment Method (or invoice Customer directly) for any outstanding fees from Customer’s Subscription Term.
6. Intellectual Property
6.1 Invisproof Intellectual Property. Except for the limited rights granted hereunder, Invisproof exclusively owns all right, title and interest in and to the Services, System Data and the underlying technology incorporated in any Marked Copy or Trace Report, and, in each case, all associated Intellectual Property Rights.
6.2 Customer Intellectual Property. Except for the limited rights granted hereunder, Customer exclusively owns all right, title and interest in and to the Customer Content, including as it appears in any Marked Copy, and its associated Intellectual Property Rights.
6.3 No Other Rights Granted. This is a subscription agreement for access to and use of the Services. Customer acknowledges that it is obtaining only a limited right to the Services during the Subscription Term and that irrespective of any use of the words “purchase,” “sale,” or like terms in this Agreement or the Order Form, no ownership rights are being conveyed to Customer under this Agreement. Except for the limited rights expressly granted by each party to the other party under this Agreement, nothing contained herein shall be construed as granting any license or right to either party, by implication, operation or law, or otherwise.
6.4 Feedback. Customer may from time to time provide Invisproof suggestions or comments for enhancements or improvements, new features or functionality or other Feedback with respect to the Services. Invisproof will have full discretion to determine whether or not to proceed with the development of any requested enhancements, new features or functionality. Invisproof will have the full, unencumbered right to use, incorporate and otherwise fully exercise and exploit any such Feedback in connection with its products and services without any obligation to compensate or reimburse Customer.
7. Confidentiality
7.1 Confidentiality Obligations. Each party shall: (a) use the same degree of care to protect the confidentiality of the other party’s Confidential Information that it uses to protect its own Confidential Information of like nature, but in no event less than reasonable care; (b) not use the other party’s Confidential Information for any purpose outside the scope of this Agreement; and (c) not disclose the other party’s Confidential Information to any third party, except as permitted by this Agreement or with the other party’s prior written consent. Confidential Information of Customer includes Customer Content, Marked Copies and Trace Reports. Confidential Information of Invisproof includes non-public information regarding features, functionality and performance of the Services.
7.2 Permitted Disclosures. A party may disclose the other party’s Confidential Information: (a) to its employees, agents, advisors, and contractors who have a need to know such information for purposes of performing this Agreement, provided that such persons are bound by confidentiality obligations no less restrictive than those contained herein; (b) as required by law, regulation, or court order, provided that the disclosing party provides the other party with prompt written notice of such requirement to allow the other party to seek a protective order or other appropriate remedy; and (c) to the extent such Confidential Information is required to be disclosed in connection with the enforcement of such party’s rights under this Agreement.
7.3 Return or Destruction of Materials. Upon the termination or expiration of this Agreement, or upon the request of the disclosing party, the receiving party shall promptly return or destroy all Confidential Information of the disclosing party in its possession or control, including all copies, extracts, and derivatives thereof, and certify in writing to the disclosing party that such return or destruction has been completed. Notwithstanding the foregoing, the receiving party may retain Confidential Information to the extent required by Applicable Law or regulation or as part of its standard backup procedures, provided that such Confidential Information remains subject to the confidentiality obligations set forth in this Agreement. Customer Content is returned and deleted as set out in Section 12.
8. Personal Information Processing
8.1 Processing of Personal Information. Invisproof may process Personal Information in connection with the provision of the Services. The parties acknowledge and agree that, with respect to the processing of Personal Information of Customer’s Authorized Users and Recipients, and of Personal Information contained in Customer Content, Customer is the data controller and Invisproof is the data processor.
8.2 Data Processing Terms. The parties agree to comply with the data processing terms set forth in the Invisproof Data Processing Addendum to the extent it applies to the parties, which sets out the subject matter, duration, nature, and purpose of the data processing, the types of Personal Information processed, the categories of data subjects, and the obligations and rights of the parties with respect to the processing of Personal Information. To the extent Invisproof is a processor or subprocessor of personal data in connection with the Services, Invisproof commits to comply with the following requirements, as provided in Article 28 of the European Union General Data Protection Regulation: (i) only use subprocessors with the consent of the controller and remain liable for subprocessors; (ii) process personal data only on instructions from the controller, including with regard to transfers; (iii) ensure that persons who process personal data are committed to confidentiality; (iv) implement appropriate technical and organizational measures to ensure a level of personal data security appropriate to the risk; (v) assist the controller in its obligations to respond to data subjects’ requests to exercise their GDPR rights; (vi) meet the GDPR’s breach notification and assistance requirements; (vii) assist the controller with data protection impact assessments and consultation with supervisory authorities; (viii) delete or return personal data at the end of provision of services; and (ix) support the controller with evidence of compliance with the GDPR.
8.3 Subprocessors. Customer authorizes Invisproof to use other processors, including Invisproof’s service providers, (“Subprocessors”) to process Personal Information, so long as they are required to abide by terms substantially similar to this Section 8. Invisproof’s current Subprocessors are listed in the Invisproof Privacy Policy and in Annex 3 of the Data Processing Addendum. Invisproof may change the list of Subprocessors with thirty (30) days’ notice to Customer (which notice may be by email or posting on Invisproof’s website). Customer may object to Invisproof’s change in such Subprocessors on reasonable data protection grounds by notifying Invisproof in writing within fourteen (14) days of Invisproof’s notice. If Invisproof and Customer cannot resolve the objection through commercially reasonable efforts, Invisproof may (without liability to Customer) terminate the portion of the Agreement relating to the Services that cannot reasonably be provided without the objected-to new Subprocessor.
8.4 Security Measures. Invisproof shall implement and maintain appropriate technical and organizational measures to protect Personal Information from accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access. Such measures shall be appropriate to the risks presented by the processing and the nature of the Personal Information to be protected, taking into account the state of the art, the costs of implementation, and the nature, scope, context, and purposes of processing.
8.5 Data Breach Notification. Invisproof shall notify Customer without undue delay after becoming aware of a personal data breach involving Customer Content. Such notification shall include, to the extent possible, the nature of the breach, the categories and approximate number of data subjects concerned, the categories and approximate number of Personal Information records concerned, the likely consequences of the breach, and the measures taken or proposed to be taken to address the breach.
8.6 Data Subject Rights. Invisproof shall provide reasonable assistance to Customer to enable Customer to respond to any request from a data subject seeking to exercise their rights under applicable data protection laws with respect to Personal Information processed by Invisproof under this Agreement. In the event that Invisproof receives a request from a data subject directly, Invisproof shall promptly notify Customer and provide details of the request, unless prohibited from doing so by applicable law.
8.7 Storage Location. When Customer’s organization is set up, Customer’s first administrator selects the location, European Union or United States, in which Customer Content, Marked Copies and Customer’s records of Recipients are stored. The selection cannot be changed afterwards. Personal Information may be transferred or stored outside the selected location, or outside the country where Customer and the Authorized Users are located, in order to carry out the Services and Invisproof’s other obligations under this Agreement, including Account and sign-in information, System Data, a directory of organization and Marked Copy identifiers and counts, numerical descriptors derived from Customer Content that are used to find matching files, and the processing of Customer Content by Invisproof’s Subprocessors to generate Marked Copies and Trace Reports.
8.8 System Data. Notwithstanding anything else in this Agreement, Invisproof shall have the right to collect and analyze System Data and other information relating to the provision, use and performance of various aspects of the Services and development of related systems and technologies.
9. Warranty and Disclaimer
9.1 Warranty. Invisproof warrants that the Services will be delivered in a professional manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Invisproof or by third-party providers, or because of other causes beyond Invisproof’s reasonable control, but Invisproof shall make reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.
9.2 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN SECTION 9.1, THE SERVICES, MARKED COPIES AND TRACE REPORTS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND INVISPROOF HEREBY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. INVISPROOF DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES.
9.3 Forensic Watermarks. INVISPROOF DOES NOT WARRANT THAT A FORENSIC WATERMARK WILL REMAIN READABLE AFTER A MARKED COPY IS EDITED, CONVERTED, COMPRESSED, PRINTED, PHOTOGRAPHED, RECORDED OR OTHERWISE ALTERED, OR THAT EVERY LEAKED FILE CAN BE TRACED TO A MARKED COPY.
9.4 Warranty Exclusions. Invisproof does not warrant that the Services, or any other applications, services, or materials provided under this Agreement will be compatible with or operate in the hardware, software, or website configurations that Customer selects.
10. Indemnification
10.1 Indemnification by Customer. Customer will indemnify, defend, and hold harmless Invisproof, its owners, directors, officers, agents, and employees (“Invisproof Indemnified Parties”) from and against third-party claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) (together, “Damages”) arising from or relating to any Customer Content, any decision or action taken by Customer on the basis of a Trace Report, or breach or alleged breach by Customer of Section 2.5 (Usage Restrictions) or Section 3 (Customer Content and Marked Copies).
10.2 Procedure. This indemnification obligation is subject to Customer receiving (a) prompt written notice of such claim (but in any event notice in sufficient time for Customer to respond without prejudice); (b) the exclusive right to control and direct the investigation, defense, and settlement of such claim; and (c) all reasonably necessary cooperation of Invisproof and Invisproof Indemnified Parties at Customer’s expense. Notwithstanding the foregoing sentence, (i) Invisproof and Invisproof Indemnified Parties may participate in the defense of any claim with counsel of their own choosing, at their cost and expense and (ii) Customer will not settle any claim without Invisproof’s prior written consent, unless the settlement fully and unconditionally releases Invisproof and any Invisproof Indemnified Parties named in the lawsuit and does not require Invisproof or any Invisproof Indemnified Party to pay any amount, take any action, or admit any liability.
11. Limitation of Liability
11.1 EXCLUSION OF CERTAIN DAMAGES. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS, LOSS OF USE, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY OF LIABILITY, WHETHER FORESEEABLE OR NOT, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN.
11.2 LIMITATION OF LIABILITY. EXCEPT FOR BREACHES OF SECTION 2.5 (USAGE RESTRICTIONS), LIABILITIES ARISING UNDER SECTION 10 (INDEMNIFICATION), AND AMOUNTS OWED TO INVISPROOF BY CUSTOMER, IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY EXCEED THE GREATER OF (A) THE TOTAL AMOUNT PAID OR PAYABLE BY CUSTOMER TO INVISPROOF HEREUNDER IN THE TWELVE (12) MONTHS PRIOR TO THE INCIDENT GIVING RISE TO THE CLAIM AND (B) ONE HUNDRED DOLLARS.
11.3 Exceptions. The foregoing limitations shall not apply to liabilities that cannot be limited or excluded under Applicable Law.
12. Term and Termination
12.1 Term. Customer’s subscription begins on the Effective Date and shall continue for the initial term specified in the Order Form, unless otherwise terminated in accordance with this Agreement. Unless otherwise specified on the applicable Order Form, each Subscription Term will automatically renew for the period of the initial Subscription Term specified on the Order Form unless either party gives the other written notice of termination before the expiration of the then-current Subscription Term.
12.2 Termination for Cause. Either party may terminate the subscription if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days following written notice of such breach to the other party; provided, however, Invisproof may immediately suspend the Services for late payment of Fees or a violation of Section 2.5.
12.3 Termination for Bankruptcy or Insolvency. Either party may terminate the subscription if the other party becomes insolvent, admits in writing its inability to pay its debts as they mature, makes an assignment for the benefit of creditors, becomes subject to control of a trustee, receiver or similar authority, or becomes subject to any bankruptcy or insolvency proceeding.
12.4 Effect of Termination. Upon termination or expiration of the subscription: (a) Customer shall immediately cease all use of the Services; (b) this Agreement, and all rights and licenses granted hereunder, shall immediately terminate; (c) each party shall return or destroy all Confidential Information of the other party in accordance with Section 7; (d) Invisproof will make all Customer Content, Marked Copies and Customer’s related records available to Customer for electronic retrieval for a period of thirty (30) days, and thereafter Invisproof will delete them, except where longer retention is required by applicable law or necessary to resolve ongoing disputes, and except for database recovery history, which is kept for up to thirty (30) further days; and (e) all outstanding Fees and other amounts owed to Invisproof shall become immediately due and payable.
12.5 Tracing After Deletion. Once Customer Content, Marked Copies and Customer’s related records have been deleted, a file can no longer be checked against the Marked Copies that Customer issued before termination.
12.6 Survival. In the event of any termination or expiration of this Agreement for any reason, all provisions of this Agreement and the Order Form that state they survive the termination or expiration or whose meaning requires them to survive will survive the termination or expiration of this Agreement, including but not limited to Sections 1 (Definitions), 2.5 (Usage Restrictions), 4 (Trace Reports), 5 (Fees and Payment), 6 (Intellectual Property), 7 (Confidentiality), 9 (Warranty and Disclaimer), 10 (Indemnification), 11 (Limitation of Liability), 12.4 (Effect of Termination), 12.6 (Survival) and 13 (General).
13. General
13.1 Governing Law; Dispute Resolution.
(a) Direct Dispute Resolution. Before filing a claim, each party agrees to try to resolve the dispute by contacting the other party through the notice procedures in Section 13.3. If a dispute is not resolved within thirty (30) days of notice, either party may bring a formal arbitration proceeding in accordance with the terms hereof.
(b) Choice of Law. These Terms shall be governed by and construed in accordance with the laws of the State of Wyoming, without regard to its conflict of laws provisions. All disputes, controversies, and claims arising out of or related to this Agreement, any Invisproof policy, the relationship between you and Invisproof, and the arbitration provisions contained herein, including the enforceability and validity thereof, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, shall be finally settled through binding arbitration administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures then in effect; provided, however, either party may seek injunctive relief in a state or federal court in the State of Wyoming (the “Courts”), to prevent actual or threatened infringement of intellectual property rights or disclosure of confidential information. Each party, with respect to any such matters or actions, (i) irrevocably submits to the exclusive jurisdiction of the Courts, (ii) waives any objection to venue in any such action in the Courts, and (iii) waives any objection that the Courts are an inconvenient forum or do not have jurisdiction over any party hereto. The parties agree that any judgment entered by the Courts, or any temporary restraining order, order of specific performance, or preliminary or permanent injunction, may be enforced in any court of competent jurisdiction.
(c) Arbitration. The arbitration shall take place in the State of Wyoming and shall be conducted in English by a single arbitrator who has experience in software-as-a-service subscription agreements. All arbitration proceedings shall be conducted virtually via teleconference or secure video conference technology, unless the parties mutually agree in writing to conduct the arbitration in person. Neither party may unilaterally require in-person arbitration. The arbitrator shall have the authority to ensure that appropriate technology and procedures are used to conduct a fair virtual hearing, including but not limited to the ability to share documents electronically, present exhibits virtually, and examine witnesses via video conference. The arbitrator’s decision will follow the terms of this Agreement and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of this Agreement, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The arbitrator will have no authority to certify a class, award class-wide relief, or award relief on behalf of anyone other than the parties to this Agreement. Each party shall bear its own costs, fees, and expenses of arbitration. The arbitration proceedings, including any documents filed, testimony given, and the arbitrator’s award, shall be kept confidential by the parties. The award rendered by the arbitrator may be entered in any court of competent jurisdiction.
(d) Waiver of Class Action and Class Participation. The parties agree that all proceedings shall be brought on an individual basis only and not as a plaintiff, class representative, or class member in any purported class, collective, representative, or private attorney general proceeding. YOU AGREE THAT YOU MAY NOT INITIATE OR PARTICIPATE IN CLASS ARBITRATIONS OR CLASS ACTIONS AND YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION.
(e) No Jury Trial. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.
13.2 Assignment. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign this Agreement without the other party’s advanced written consent, except that Invisproof may assign this Agreement without consent in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of its assets or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section will be void.
13.3 Notices. Except as expressly set forth herein, any notice or communication under this Agreement must be in writing. Customer must send any notices under this Agreement (including breach notices and warranty and indemnity claims) to Invisproof to legal@invisproof.com. Invisproof may send notices to the email addresses on Customer’s Account or, at Invisproof’s option, to Customer’s last-known postal address. Invisproof may also provide operational notices regarding the Services or other business-related notices through conspicuous posting of the notice on Invisproof’s website.
13.4 Independent Contractors. The parties to this Agreement are independent contractors, and this Agreement does not create a partnership, joint venture, employment, franchise, or agency relationship. Neither party has the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.
13.5 Modifications. Invisproof may update these Terms from time to time. Invisproof will use reasonable efforts to notify Customer of the changes through Customer’s Account, email, posting on the website, or other means, but in any event, continued use of the Services after the effective date for the updated Terms will constitute Customer’s acceptance of such updated version. Unless otherwise specified by Invisproof, non-material changes become effective upon posting and material changes become effective upon renewal of Customer’s Subscription Term or entry into a new Order Form. Material changes are defined as changes that adversely affect Customer’s rights or increase Customer’s obligations in a substantive manner. If Invisproof specifies that material changes to the Terms will take effect prior to Customer’s next renewal or new Order Form and Customer objects to such changes within thirty (30) days of such notice, Customer may terminate the applicable Subscription Term on thirty (30) days’ written notice to Invisproof.
13.6 Waivers. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement. Waivers must be made in writing and executed by an authorized representative of the waiving party.
13.7 Severability. If any provision of this Agreement is found by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that this Agreement may otherwise remain in effect.
13.8 Force Majeure. Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (other than a failure to pay fees) if the delay or failure is due to acts beyond its reasonable control including, but not limited to, acts of God or public enemy, the acts or failure to act of any governmental authority, civil unrest, acts of civil or military authority, war, embargos, labor disputes, fires, earthquakes, epidemics, pandemics, floods, unusually severe weather, natural disaster, or shortage or diminishment or failure of power or telecommunications services, data networks, cloud services or backup systems (each a “Force Majeure Event”).
13.9 Export. The Services and other technology Invisproof makes available, and derivatives thereof, may be subject to export laws and regulations of the United States and other jurisdictions. Customer represents that it is not named on any U.S. government denied-party list. Customer shall not, and shall not permit Authorized Users, to access or use the Services in a U.S. embargoed country or in violation of any U.S. export law or regulation.
13.10 No Third-Party Beneficiaries. This Agreement does not and is not intended to confer any rights or remedies upon any person other than (a) the parties, and (b) the indemnified parties identified in Section 10 to the extent set forth in that section.
13.11 Forms. Pre-printed or standard terms and conditions of any purchase or other ordering document issued by Customer in connection with this Agreement or any Order Form shall be void, and as such shall not be binding on Invisproof and shall not be deemed to supersede or replace any terms and conditions hereof or otherwise modify any Order Form or this Agreement, regardless of whether such documents claim to do so.
13.12 Entire Agreement. This Agreement, together with the Order Form and the Data Processing Addendum, represents the parties’ complete and exclusive understanding relating to the Agreement’s subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Services or any other subject matter covered by this Agreement. In the event of any conflict or inconsistency among the Agreement documents, the Order Form and any attachments thereto will take precedence to the extent of any conflict. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to this Agreement.
13.13 Contact Information. If you have questions, complaints or claims with respect to the Services, please contact: support@invisproof.com.