TERMS OF SERVICE
These Terms of Service (“Terms”) between You (defined below) and Splashtop (defined below) describes the terms and conditions of Your use of Splashtop’s Services (defined below). BY COMPLETING THE ELECTRONIC ACCEPTANCE PROCESS, YOU AFFIRM THAT YOU (i) ARE AT LEAST 18 YEARS OF AGE OR OLDER AND (ii) HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY ALL OF THESE TERMS. IF YOU DO NOT AGREE TO ALL OF THE TERMS, DO NOT PROCEED ON THE ELECTRONIC ACCEPTANCE PROCESS AND YOUR REGISTRATION PROCESS WILL BE DISCONTINUED. Splashtop reserves the right, exercised in its sole discretion, to modify, add or delete portions of these Terms from time to time without notice to You, and you further agree to be bound such modified Terms. The most current version of the Terms can be viewed at http://www.splashtop.com/terms/splashtopcenter.
“Documentation” means any electronic or printed materials that accompany the Software that provide instructions for the installation, operation and use of the Software.
“Named User” means an individual who is authorized, under each valid seat license, to use and access the Services as identified and determined by You.
“Services” means Splashtop Center and related Software.
“Software” means certain software applications, which may include, but are not limited to, Splashtop Streamer and Splashtop Client software, in object code format only, that are required for You to use the Services and licensed to You subject to these Terms, including the EULA in Section 3 hereof.
“Splashtop” means Splashtop Inc. and its successors and assigns.
“Splashtop Center” means a desktop console that allows You, as the administrator, to access, manage, enter Registration Data and create accounts for each Named User.
“Third Party Software” means certain software that Splashtop licenses from third parties and provides to You incorporated into the Software.
“You or Your” means you as (i) the administrator of the Splashtop Center and (ii) an individual or an employee or agent of a legal entity that is authorized to represent and legally bind such entity to these Terms.
2. ONLINE REGISTRATION
To use the Services, You may be required to complete the online registration process, including Your electronic acceptance of these Terms. Splashtop may reject an online registration by You in its sole discretion and is not obligated to provide a reason for its rejection.
a. Registration Data. As part of the online registration process, Splashtop will collect certain limited information about You (“Registration Data”) through Splashtop Center. All Registration Data provided by You must be current, complete and accurate and You are solely responsible for updating the Registration Data as necessary. Splashtop may terminate all rights to access, receive, use and license the Services if (i) Splashtop discovers that any of Your Registration Data is incomplete, inaccurate or not current, or (ii) Splashtop determines, in its sole discretion, that You are not the appropriate subscriber or user of the Services.
b. Passwords and Security. As part of the online registration process, You must use Your email address as Your user name and choose a password for access to Your account. You are entirely responsible for maintaining the confidentiality of Your password and account and agree to carefully safeguard all of Your passwords. You are solely responsible for any and all activities that occur under Your account and agree to immediately notify Splashtop of any unauthorized use of Your account or any other breach of security. Splashtop shall not be liable for any loss that You may incur as a result of a third party using Your password or account, either with or without Your knowledge. You may be held liable for losses incurred by Splashtop or another party due to a third party using Your account or password, either with or without Your knowledge.
c. Subscription to Use the Software.
(i) Subscription by Credit Card or PayPal through online purchase. In the event that You subscribe to the Services using a major credit card or a PayPal account, Your subscription will automatically renew at the beginning of each subsequent renewal period. Subscription prices for the renewal period may change at any time with or without notice to You.
(ii) Subscription by Invoice. In the event that You subscribe to the Services and the initial payment is by ACH or wire transfer against an invoice from Splashtop, payment will be due immediately upon receipt of the Splashtop invoice. Your subscription will automatically renew at the beginning of each subsequent renewal period unless You provide a written notice of non-renewal to Splashtop at least thirty (30) days prior to the expiration of Your current period subscription. Upon any renewal, the payment arrangements in place for the prior period subscription will be used for Splashtop to send the renewal invoice unless You and Splashtop agree to change the payment arrangements otherwise.
(iii) No Refunds. All payments made by You to Splashtop are final and non-refundable.
(v) Tax. You agree to be responsible for and to pay any applicable sales, use, VAT, excise, withholding, or any other taxes that may imposed, based on this license, use or possession of the Services or any other product or service provider under these Terms, excluding taxes based on net income payable by Splashtop.
d. Trial and Promotional Offers. From time to time, Splashtop may offer certain trial and/or promotional offers. Splashtop reserves the right to modify, discontinue any trial or promotional offers in its sole discretion and without notice. Any trial or promotional offers are limited to one (1) per customer and may not be combined with any other offers.
3. END USER LICENSE AGREEMENT
From time to time, Splashtop may offer certain trial and/or promotional offers. Splashtop reserves the right to modify, discontinue any trial or promotional offers in its sole discretion and without notice. Any trial or promotional offers are limited to one (1) per customer and may not be combined with any other offers.
a. You are granted a non-transferable, non-sublicensable, non-exclusive license to use the Software and Documentation for Your personal use if an individual or internal business use if an entity.
b. You shall not (i) in whole or in part, copy, reproduce, transfer, create derivative works from, translate, reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code, alter or modify the Software, or remove any portion thereof, nor shall You cause or permit any other person to do the foregoing; (ii) remove, alter, cover or obfuscate any copyright notices or other proprietary rights notices placed or embedded by Splashtop on or in any Software or Documentation; (iii) sell, resell for a profit, rent, lease or lend the Software or Documentation or use it for commercial time sharing, rental or service bureau use; (iv) use the Software or any component thereof for any illegal purposes; or (v) use the Software or Documentation, or any component thereof, to enable copyright protection-circumvention devices or to violate or circumvent in any manner any content copyright, content protection scheme, or content copy policies.
c. Certain Third Party Software provided in or with the Software is subject to various other terms and conditions imposed by the licensors of such Third Party Software. Your use of the Third Party Software is subject to and governed by the respective Third Party Software licenses, which relevant licenses for such Third Party Software You may view through the hypertext links in the Third Party Software list located at the following URL: http://pro-dev.splashtop.com/credits. You agree to comply with the terms and conditions contained in all such Third Party Software licenses.
4. LICENSE RESTRICTIONS. The number of Splashtop Streamer systems concurrently connected to Splashtop Center in Your account shall not exceed five (5) times the number of licensed Named Users. Splashtop may, in its sole discretion, suspend any account in violation of this provision or require You to purchase additional seat licenses to correct any overage.
5. INTELLECTUAL PROPERTY PROTECTION
Splashtop and/or its licensors retain ownership of all proprietary rights in or associated with the Services and these proprietary rights are protected by United States and international copyright and other intellectual property laws and international trade provisions. You acknowledge that the Services may contain unpublished information and embody valuable trade secrets proprietary to Splashtop and/or its licensors. Splashtop and/or its licensor reserve all rights in the Services not expressly granted herein. The license granted hereunder and Your right to use the Services terminate automatically if You violate any part of the Terms.
6. CONFIDENTIAL INFORMATION
“Confidential Information” means any non-public business or technical information of Splashtop including, without limitation, any information relating to Splashtop’s trade secrets or know-how that is designated as “confidential,” either orally or in writing, or that You know or should know is considered confidential or proprietary by Splashtop. You agree to maintain the Confidential Information in strict confidence and not to use Confidential Information except as expressly authorized by these Terms. You shall ensure that no unauthorized persons shall have access to the Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include information that (i) becomes part of the public domain through no breach of the Terms by You; (ii) is independently developed by You without reference to any Confidential Information; or (iii) is rightfully disclosed to You by a third party without restriction on disclosure.
You acknowledge and agree that the term Splashtop and other related logos and designs provided hereunder (collectively, the “Splashtop Trademarks”) are the exclusive trademarks of Splashtop, registered in the United States and elsewhere, and that You shall not use or reproduce the Splashtop Trademarks without first obtaining a trademark license from Splashtop. All other trademarks and service marks referenced in the Services or Splashtop website are the exclusive property of their respective owners. All rights reserved.
9. MAINTENANCE AND UPDATES
Splashtop may, from time to time, in its sole discretion, and without any obligation to do so, make updates to the Services available via the Internet or other sources. All such updates shall be deemed to be included within the definition of Services and shall be subject to these Terms. Splashtop reserves the right to charge fees for any future versions or updates of the Services. If You encounter any difficulties while using the Services, you may contact Splashtop for technical support at http://support-splashtopforbusiness.splashtop.com.
10. TERM AND TERMINATION
These Terms shall commence on the date of Your electronic acceptance and continue until the end of Your subscription period. Splashtop may immediately terminate these Terms and Your subscription, license and right to the Services if (i) You breach of these Terms; (ii) You, as a legal entity, declares bankruptcy, are involved in any bankruptcy proceedings or are otherwise insolvent; or (iii) Splashtop decides, in its sole discretion, to discontinue offering the Services, in which case Splashtop shall notify You in advance, whenever possible, and provide You with alternative plans or options to minimize any inconvenience that may be caused by such termination . Splashtop shall not be liable for any damages resulting from a termination of these Terms as provided for herein. Upon termination or expiration of these Terms or Your subscription: (a) all license rights granted hereunder will automatically terminate without further notice to You; and (b) You will immediately discontinue all access to and use of the Services and destroy the Software and Documentation, and all copies thereof. Sections 1, 5, 6, 7, 10, 11, 12, 13, 15 and 16 shall survive the expiration or termination of these Terms in full force and effect.
11. DISCLAIMER OF WARRANTIES
THE SERVICES, SOFTWARE, ANY UPDATES THERETO, ANY DOCUMENTATION AND INFORMATION ARE PROVIDED “AS-IS” WITHOUT WARRANTY OF ANY KIND. SPLASHTOP, ON BEHALF OF ITSELF AND ITS LICENSORS, DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND ANY SAMPLE, SPECIFICATION OR PROPOSAL PROVIDED BY SPLASHTOP, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. SPLASHTOP DOES NOT GUARANTEE THE ACCURACY, COMPLETENESS, SATISFACTORY QUALITY OF THE SERVICES OR THAT THE SERVICES WILL BE FREE OF DEFECTS, RUN ERROR-FREE OR UNINTERRUPTED, MEET YOUR REQUIREMENTS, BE FREE OF VIRUSES OR THAT SPLASHTOP WILL CORRECT ALL ERRORS. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR SOLE RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. SOME LAWS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO, TO THAT EXTENT, THIS LIMITATION MAY NOT APPLY TO YOU.
12. LIMITATION OF LIABILITY
IN NO EVENT SHALL SPLASHTOP, OR ITS LICENSORS OR SUPPLIERS, BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR INDIRECT DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OR IN CONNECTION WITH THESE TERMS, IRRESPECTIVE OF THE CAUSE OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, GROSS NEGLIGENCE, NEGLIGENT MISREPRESENTATION) OR PRODUCT LIABILITY, EVEN IF SPLASHTOP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO TO THAT EXTENT THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
IN NO EVENT WILL SPLASHTOP’S CUMULATIVE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS EXCEED FIFTY DOLLARS (US$50).
You hereby agree, at Your sole expense, to indemnify, defend and hold Splashtop and its affiliates, employees, officers, directors, owners, information providers, agents, licensees, licensors (the “Indemnified Parties”) harmless from and against any and all liabilities, claims, costs, including reasonable attorneys’ fees, incurred by the Indemnified Parties in connection with any demand, claims, action, suit, or loss arising as a result of (a) any breach by You of these Terms or claims arising from Your account; (b) any fraud or manipulation by You; (c) a third-party claim, action or allegation of infringement based on information, data, files or other content submitted by You; or (d) any claims of credit card fraud based on any information released by You. You agree to use best efforts to cooperate with Splashtop in the defense of any demand, claim, action or suit. Splashtop reserves the right to assume the exclusive defense of any matter subject to indemnification by You at Splashtop’s own expense.
14. EXPORT CONTROLS
You acknowledge and agree that the Services licensed under these Terms is subject to the export control laws and regulations of the United States (including, without limitation, the Export Administration Regulations (“EAR”), and sanctions regimes of the U.S. Department of Treasury, Office of Foreign Asset Controls.). You shall, at Your own expense, comply with all applicable laws, ordinances, regulations, rules and other requirements. You shall not, without prior U.S. government authorization, export, re-export or transfer any Software, Services or technology subject to this Agreement, either directly or indirectly (i) into any country subject to a U.S. trade embargo (currently Cuba, Iraq, Libya, Sudan, North Korea, Iran, Syria) or to any resident or national of any such county, or (ii) to any person or entity listed on the “Entity List” or “Denied Persons List” maintained by the U.S. Department of Commerce or the list of “Specifically Designated Nationals and Blocked Persons” maintained by the U.S. Department of Treasury. By downloading Software or using the Services, You are agreeing to the foregoing and You represent and warrant that You are not located in, under the control of, or a national or resident of any such country or on any such list.
15. HIGH-RISK USE
You hereby acknowledge that the Services are not designed or intended for access and/or use in or during high-risk activities and shall not be used in connection with any system where malfunction can reasonably be expected to result in personal injury, death or damage to property, environment or business. Without limiting the foregoing, the Services shall not be used in connection with any life support system. Splashtop and its licensors hereby expressly disclaim any express or implied warranty of fitness for such purposes. You agree to hold Splashtop and its officers, directors, employees, affiliates and licensors harmless from any claims or losses resulting from any of the foregoing uses of the Services.
a. These Terms constitute the entire agreement between You and Splashtop and supersede any prior or contemporaneous agreements, communications and/or understandings, written or oral, concerning the subject matter hereof. Splashtop is not bound by any provision of any purchase order, receipt, acceptance, confirmation, correspondence, or otherwise, unless Splashtop expressly agrees to the provision in a written, executed document.
b. If any provision of these Terms shall be held to be invalid, illegal or unenforceable, such provision shall be enforced to the maximum extent permitted by law and the remaining provisions shall not be affected.
c. These Terms are governed by the laws of the State of California without reference to conflicts of laws provisions. You and Splashtop expressly disclaim the applicability of the United Nations Convention on the Sale of Goods. You agree that all claims and disputes arising out of or in connection with these Terms shall be heard exclusively by any federal or state court of competent jurisdiction located in Santa Clara County, California, U.S.A., and You irrevocably consent to the personal and exclusive jurisdiction of, and venue in, such courts, and waive any objection to any proceedings brought in any such court.
d. You may not assign or transfer these Terms or any rights or obligations under these Terms. Any assignment or transfer of these Terms made in contravention of the terms hereof shall be null and void. Subject to the foregoing, these Terms shall be binding on and inure to the benefit of the parties’ respective successors and permitted assigns. Splashtop may assign its rights under these Terms to its affiliates and to any successor by way of merger, acquisition, consolidation, reorganization or sale of all or substantially all of its assets that relate to these Terms, without action on Your part, in which case references to Splashtop herein shall be deemed to refer to the assignee.
e. Notices by Splashtop to You may be sent to the email address provided by You during the online registration process or otherwise by any means that Splashtop determines in its sole discretion as likely to come to Your attention. All notices by You to Splashtop regarding these Terms shall be in writing and sent by express carrier or certified mail at the address of Splashtop set forth herein.
f. You agree not to bring or participate in any class action law suits against Splashtop or any of its employees or affiliates. You agree that You will not bring a claim under these Terms more than two (2) years after expiration or termination of these Terms. No waiver of any provision or consent to any action by Splashtop shall constitute a waiver of any other provision or consent to any other action, whether or not similar. No waiver or consent by Splashtop shall constitute a continuing waiver or consent except to the extent specifically set forth by Splashtop in writing.
g. You acknowledge that Splashtop may provide software, solutions and services to third parties, including competitors of You, which are the same or similar to the software, solutions and services provided to You hereunder.
h. Splashtop will not be responsible for any delay, interruption or other failure to perform under these Terms due to acts beyond Splashtop’s reasonable control.
1054 S. De Anza Blvd., Ste. 200
San Jose, California 95129
Last updated: October 26, 2012