Terms of Use
Descope Inc. and its affiliates (collectively, “Descope”, “we” or “us”) welcome you (“you”) to use our user identity and access management platform and integrations (the “Service”).
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE ACCEPTING, AND/OR BEFORE USING THE SERVICE, OR ANY PART THEREOF.
BY ENTERING, CONNECTING TO, ACCESSING OR USING THE SERVICE YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THE FOLLOWING TERMS AND CONDITIONS, INCLUDING THE TERMS OF OUR PRIVACY POLICY, DATA PROCESSING AGREEMENT AND WHERE APPLICABLE, THE SERVICE LEVEL AGREEMENT AVAILABLE ON OUR WEBSITE (COLLECTIVELY, THE “TERMS”) AND YOU AGREE TO BE BOUND BY THEM AND TO COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS REGARDING YOUR USE OF THE SERVICE.
ANY AND ALL USE OF THE SERVICE SHALL BE SUBJECT TO THE FEES, FEATURES, SCOPE, DURATION AND SUCH ADDITIONAL TERMS AND CONDITIONS, WHICH, WHERE APPLICABLE, ARE SPECIFIED UNDER A CORRESPONDING ORDER AND/OR OTHER AGREEMENT OR SCHEDULE BETWEEN YOU AND THE COMPANY WHICH YOU HAVE EXECUTED, SIGNED OR OTHERWISE AUTHORIZED IN CONJUNCTION WITH THE PURCHASE OF THE RIGHT TO USE THE SERVICE (“ORDER”).
THE TERMS AND CONDITIONS OF THE ORDER (INCLUDING ALL EXHIBITS THERETO) ARE HEREBY INCORPORATED BY REFERENCE INTO THESE TERMS, AND ANY REFERENCE TO “AGREEMENT” SHALL REFER TO THESE TERMS AS WELL AS TO THE ORDER.
CAPITALIZED TERMS NOT OTHERWISE DEFINED UNDER THESE TERMS SHALL HAVE THE MEANING ASCRIBED TO THEM UNDER THE ORDER. IF YOU ARE USING THE SERVICE UNDER A FREE TIER SUBSCRIPTION OR ANY OTHER FREE PLAN (“FREE SUBSCRIPTION”), THE PROVISIONS PERTAINING TO PAYMENT OF FEES IN CONSIDERATION FOR THE SERVICE (SECTION 2) AND THE PROVISIONS PERTAINING TO INDEMNIFICATION BY THE COMPANY (SECTION 12) DO NOT APPLY TO YOU.
YOU ACKNOWLEDGE AND AGREE THAT THE AGREEMENT CONSTITUTES A BINDING AND ENFORCEABLE LEGAL CONTRACT BETWEEN YOU AND DESCOPE. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, PLEASE DO NOT CONNECT, ACCESS OR USE THE SERVICE IN ANY MANNER.
You may use the Service solely in accordance with the Terms unless we or our representatives execute a separate agreement with you that explicitly states it governs the use of the Service.
If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions, in which case the terms “customer” “you” or “your” shall refer to such entity, its affiliates and their respective representatives. If you do not have such authority, or if you do not agree with these terms and conditions, you must not accept this agreement and may not use the Service.
By accepting these Terms, you represent and warrant that any and all information you provide us through the Service is true, accurate and complete. The provision of false or fraudulent information is strictly prohibited. In order to access and use the Service you may be required to provide us certain information including contact information. All information you provide for us will be stored by us and used in accordance with our Privacy Policy and the DPA.
By continuing to use the Service, you agree to any future amendments and additions to these Terms, as may be published by us from time to time, in the manner detailed below. Please review these pages periodically to ensure you are up-to-date with any changes.
1. Service: Rights to Access and Use
By signing up to the Service, you are given a limited, revocable, non-exclusive, non-assignable, non-transferrable, non-sublicensable right, to use and access the Service, and to integrate the Service into your services for end-user identity and access management as described in https://www.descope.com/, during the Agreement term and subject to these Terms, including without limitation to the access and use restrictions set forth in Section 5 (use restrictions) below, which restrictions, for the avoidance of doubt, are in addition to, and without derogating from, any other access and use restrictions set forth herein.
To access the service, you and members of your organization and other individuals authorized by your organization (where applicable) (each – a “Customer User” and together with users of your service – a “User”) shall register and create accounts to access the Service control console (each, an “Account” and the “Control Console”, respectively). You are solely responsible for the content and any activity that occurs in your Account and the Control Console, and if you are an organization, you are responsible for all such Accounts, and compliance by your Customer Users with the terms herein. You shall: (a) not allow anyone other than Customer’s Users to access and use the Accounts or the Control Console; (b) keep, and ensure that Customer Users keep all Account login details and passwords credentials and access measures secure at all times; (c) ensure that the login details for each Customer User may only be used by that Customer User, and that multiple people may not share the same login details; and (d) promptly notify us in writing if you become aware of any unauthorized access or use of an Account or the Control Console.
If under the terms of an Order you are entitled to a certain level of availability of Service and support, the terms of Descope Service Level Agreement which are available on Descope’s website, as may be amended from time to time (the “SLA”), shall apply.
The Agreement does not entitle you to any right or title in the Service (or any part thereof), other than the rights explicitly granted herein.
We may change or update the Service at any time, including the availability of any feature, content or database, and the we may impose limitations or restrictions on certain features and services or on the access to the Service (or any part thereof), without notice or liability, unless we consider certain change to be material, in which case we will notify you by posting an announcement on our website, through the Service or by email. Furthermore, we may offer alternative or additional features to certain customers, that may not be offered to others.
2. Fees
In consideration of the provision of the Service, you shall pay Descope the fees set forth in the applicable Order. Fees shall be payable as per the respective payment terms specified under the applicable Order, and if no specific terms are specified, Descope will charge you the applicable fees at the beginning of each subscription cycle and the respective invoices will become due within thirty (30) days following the receipt of each invoice from us. All fees are quoted in US Dollars, unless expressly stated otherwise.
We reserve the right to change the fees at any time, upon notice, provided that any increase shall only become effective upon the end of the then-applicable Order term.
Fees are payable through third-party payment processing providers, under such providers’ respective terms. We disclaim any liability in connection with such services including any commission such third party may charge from you. You must keep the billing information provided to us current, complete, and accurate, and promptly notify us in case of any change in your billing information.
The fees are exclusive of any and all taxes (including without limitation, value added tax, sales tax, use tax, excise, goods and services tax, etc.), levies, or duties (the “Taxes”), except for income tax imposed on Descope. If you are located in a jurisdiction which requires you to deduct or withhold Taxes or other amounts from any amounts due to us, you shall promptly notify us in writing and we will make reasonable efforts to avoid any such Tax withholding, provided, however, that in any case, you shall bear the sole responsibility and liability to pay such Tax and such Tax shall be “grossed up” and added on top of the fees payable by you.
ALL PAYMENT OBLIGATIONS ARE NON-CANCELABLE AND ALL AMOUNTS PAID IN CONNECTION WITH THE SERVICE ARE NON-REFUNDABLE. If you terminate your subscription, pursuant to these Terms, in the middle of an Order term, you will not be entitled for any refund (pro-rata or otherwise), for any fees paid for the terminated Service. You are responsible for paying all fees applicable to your subscription to the Service, regardless of whether the Service was actively used, accessed or otherwise enjoyed.
Failure to pay the fees will constitute a material breach of the Agreement. Without derogating from any other rights and remedies available to us, overdue fees will accrue interest at the rate of the lower of (i) one and a half percent (1.5%) per month, or (ii) the highest rate permitted by law, accrued monthly from the due date until the date of actual payment. You will reimburse us for all reasonable expenses (including legal costs and attorney fees) incurred by us in the course of collecting your overdue fees.
If you purchased a Service from a reseller or distributor authorized by us (“Reseller”), then in case of any conflict between this Agreement and the agreement entered between you and the respective Reseller, including any purchase order (“Reseller Agreement”), then, as between you and us, this Agreement shall prevail. Any rights granted to you and/or any of the other Users in such Reseller Agreement which are not contained in this Agreement, apply only in connection with the Reseller. In that case, you must seek redress or the realization or enforcement of such rights solely with the Reseller and not us. For clarity, you and your Users’ access to the Service is subject to our receipt from Reseller of the payment of the applicable fees paid by you to Reseller. You hereby acknowledge that at any time, at our discretion, the billing of fees may be assigned to us, such that you shall pay Descope directly.
3. Term and Termination
This Agreement shall come into force upon its execution and remain in force for such period set forth in a corresponding Order, unless sooner terminated pursuant to the terms of this Agreement. To ensure that you will not experience any interruption or loss of Service, unless canceled by either Descope or you, by a written notice, at least thirty (30) days prior to its expiration, the Agreement shall automatically renew by default, at the then applicable fees, for a renewal period equal in time to the original Agreement term set forth in the Order (excluding any renewal period).
In case of a material breach of this Agreement by you or Descope which is not remedied within fifteen (15) days from the other party's written notice thereof, or in case either party should become bankrupt or insolvent and such event had not been challenged within thirty (30) days of filing, the other party shall have the right to terminate this Agreement by written notice with immediate effect.
Upon termination, all licenses, and rights granted hereunder shall immediately expire and any and all use and/or exploitation by you or the Users of the Service, and any part thereof, shall immediately cease and expire.
If requested by you in writing no later than fifteen (15) days following termination, we will provide you with the Customer Data (as defined below) in a standard format and media and/or delete all Customer Data in our possession. We may retain automatically created back-up copies and Customer Data which are required to be maintained by Company pursuant to our data retention policies and the DPA. The provisions of Section 6 (privacy, data protection and security) shall continue to apply to such data. You acknowledge that following the aforesaid fifteen (15) day term we may delete all Customer Data without retaining any copy.
All the provisions of this Agreement which by their nature should survive termination (including, without limitation, confidentiality, ownership and intellectual property, warranty disclaimers, limitations of liability and indemnification) shall remain in full force and effect following termination thereof, for any reason whatsoever. The termination of this Agreement shall not relieve you from any obligation arising or accruing prior to such termination or limit any liability which you otherwise may have towards Descope.
4. Eligibility, Representations, Warranties and Undertakings by You
If you are a corporation, you must be duly organized, validly existing and in good standing under the laws of your jurisdiction of incorporation or organization, and if you are a person, you must be at least eighteen (18) years of age, to use the Service. If any Customer User of the Service is a person under the age of eighteen (18) or is under the age of legal eligibility and capacity in the jurisdiction applicable to such Customer User you hereby confirm that you are the legal guardian of the Customer User and both you and the Customer User have read and agreed to this Agreement and approved of the Customer User’s continued use of the Service subject to these Terms.
You represent that you have the full authority to agree to this Agreement, and there is no restriction, limitation, contractual obligation or statutory obligation which prevents or may prevent you from fulfilling your obligations under this Agreement; you are and will continue to be in compliance with all applicable laws, rules, and governmental (state, local, and community) and regulatory levies and requirements relating to your use of the Service; and no Customer User has been previously blocked, suspended or refused for resignation to the Service, nor they are reasonably expected to be.
We will not have any liability to any User, and you are solely responsible for responding to any claims, requests and demands by Users or any other third party related to you. Descope will, to the extent allowed by law, promptly notify you of our receipt of a User or such related third-party claim, request or demand, and comply with your reasonable requests regarding the handling of such claim, request or demand.
5. Use Restrictions
Certain conduct is strictly prohibited with respect to the Service. Your failure to comply with the provisions set forth below may result in the termination or suspension of your access to the Service or blockage of data communication, which is in Descope’s sole and absolute discretion, and may also expose you to civil and/or criminal liability.
You agree not to, whether by yourself or anyone on your behalf,: (i) copy, modify, adapt, translate, reverse engineer, decrypt decompile, disassemble, alter, change or create derivative works based on the Service (or any part thereof) or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Service (or any part thereof) and/or any software, or any executable, documentation or data related to the Service; (ii) use the Service in connection with any spam, unsolicited mail, harassment, wire fraud or similar conduct; (iii) interfere with or violate any other User or other third party’s right to privacy or other rights including intellectual property rights, or harvest or collect personally identifiable information about any Users of the Service without their express consent, including using any robot, spider, site search or retrieval application, or other manual or automatic device or process to retrieve, index, or data-mine; (iv) defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights of others; (v) transmit or otherwise make available in connection with the Service any virus, worm, Trojan Horse, time bomb, web bug, spyware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component; (vi) interfere with or disrupt the operation of the Service, or the servers or networks that host the Service, or disobey any requirements, procedures, policies, or regulations of such servers or networks; (vii) give, sell, rent, lease, timeshare, sublicense, disclose, publish, assign, market, sell, display, transmit, broadcast, transfer or distribute any portion of the Service to any third party, including, but not limited to your affiliates, or use the Service in any service bureau arrangement; (viii) frame or mirror any parts of the Service without Descope’s prior express written authorization; (ix) create a database by systematically downloading and storing all or any of the content from the Service; (x) impersonate any person or entity or provide false or misleading personal information; (xi) use the Service for any illegal, immoral or unauthorized purpose; (xii) remove any proprietary notices or labels; (xiii) use Service in any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the United States or other countries); (xiv) take any action that imposes or may impose (at Descope’s sole discretion) an unreasonable or disproportionately large load on the infrastructure which supports the Service; and (xv) use the Service to develop a competing service or product.
6. Privacy, Data Protection and Security
Descope respects users privacy and is committed to protecting the information shared with us by you and on your behalf. Our policy, practices and information about what we collect are described in our Privacy Policy and Data Processing Addendum available on our website (the “Privacy Policy”, and “DPA”, respectively) and shall be deemed an integral part of these Terms, included herein by reference. If you intend to connect to, access or use our Service you must first read and agree (for jurisdictions in which consent is the only applicable basis of processing to allow your use) to the Privacy Policy. Descope shall maintain reasonable technical and organizational measures for the protection of personal data in accordance with the terms of the Privacy Policy and DPA and shall not materially adversely change such measures without notice.
7. Customer Data
While using the Service, certain data may be uploaded or transferred to the Service to be processed by the Service by you or on your behalf (the “Customer Data”). As between you and Descope, all rights in Customer Data shall remain with you. Customer hereby grants Descope and its Sub-processors (as defined below) an irrevocable, perpetual, non-exclusive, worldwide, royalty-free, fully paid, sub-licensable right and license to access, use, process, copy, download, store, distribute and display the Customer Data, solely for the purpose of maintaining and providing the Service and as required to resolve technical and security problems or otherwise as permitted by this Agreement or in writing by Customer.You represent and warrant that (i) you (or your respective organization) own or have all the necessary licenses, rights, consents, approvals, permissions, power and authority, necessary to grant Descope the aforementioned right and license and to authorize Descope and its Sub-processors to access, use, process, copy, download, store, distribute and display the Customer Data, without infringing or violating any copyrights, privacy rights, publicity rights, trademarks or any other contractual, intellectual property or proprietary of any third party; (ii) any Customer Data and any use thereof do not and shall not violate any applicable laws, including those related to data privacy or data transfer and export or any policies and terms governing such Customer Data; and (iii) no sensitive data that is protected under a special legislation and requires unique treatment (such as protected health information or credit, debit or other payment card data) will be transferred to the Service.
Notwithstanding anything to the contrary, we shall have the right to collect, retain, disclose, use and analyze data relating to the provision, use and performance of various aspects of the Service and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom and/or logs that you run through the Service), and we will be free to use such data to improve, customize and enhance the Service and for other development, diagnostic and corrective purposes in connection with the Service. Such data, where it does not enable identification of an individual, you and/or Users, including aggregated data, meta data and analytic information, shall not be regarded as Customer Data and may be used freely by us for our legitimate business purposes.
Other than Descope’s security and data protection obligations expressly set forth in Section 6 herein, Descope assumes no responsibility or liability for Customer Data, and you will be solely responsible for Customer Data and the consequences of using, disclosing, storing, or transmitting it. It is hereby clarified that Descope shall not monitor and/or moderate the Customer Data.
8. Intellectual Property Rights
The Service, the design, logos, graphics, icons, images, as well as the selection, assembly and arrangement thereof, Descope’s proprietary software, algorithms and any and all intellectual property rights pertaining thereto, including, without limitation, inventions, patents and patent applications, trademarks, trade names, logos, copyrightable materials, graphics, text, images, designs (including the “look and feel” of the Service and any part thereof), specifications, methods, procedures, information, know-how, data, technical data, interactive features, source and object code, files, interface, GUI and trade secrets, whether or not registered and/or capable of being registered (collectively, “Intellectual Property”), are owned by, and/or licensed to, Descope, and are subject to copyright and other applicable intellectual property rights under U.S., Israeli and foreign laws and international conventions.
Unless otherwise explicitly set forth in an Order, we own and retain all rights, title and interest in any and all derivatives, adaptations, modifications, enhancements, or improvements and any other work product created by us in connection with our Intellectual Property and the Service, excluding any Customer Data contained therein (collectively, “Work Product”). If applicable, for the purpose of this Agreement, the Work Product shall be considered part of the Service, and the limited right to use the Service during the applicable term under this Agreement shall also apply to such Work Product.
If you provide us any suggestions, comments or other feedback relating to the Service (collectively, “Feedback”), such Feedback is deemed at the incipiency as licensed to us on an unlimited, world-wide, non-revocable, perpetual, fully paid up, royalty free, sublicensable, transferable basis. You hereby waive any moral right (including right for attribution and prevention of mutilation) in connection with the Feedback. Without derogating from the foregoing, you hereby represent and warrant that you shall not provide us any Feedback which is subject to any third-party rights or any limitations, and shall promptly inform us, as soon as you become aware, of any third-party right or limitation which may apply to Feedback already provided.
All logos and other proprietary identifiers used by Descope in connection with the Service and other Descope products and services (“Descope Trademarks”) are all trademarks and/or trade names of Descope, whether registered or not. All other trademarks, service marks, trade names and logos, which may appear on or with respect to the Service belong to their respective owners (“Third-Party Marks”). No right, license, or interest to Descope Trademarks and/or to the Third-Party Marks is granted hereunder, and you agree that no such right, license, or interest shall be asserted by you with respect to Descope Trademarks or the Third-Party Marks and you will not use any of these marks, unless expressly permitted to do so.
You are hereby prohibited from removing or deleting any and all copyright notices, restrictions and signs indicating proprietary rights of Descope and/or its licensors, including any copyright mark © or trademark ® or ™ contained in or accompanying the Service, and you represent and warrant that you will abide by all applicable laws in this respect. You are further prohibited from using, diluting or staining any name, mark or logo that is identical, or confusingly similar to any of Descope marks and logos, whether registered or not.
The Service may use or include software, files and components that are subject to open source and third-party license terms (“Open-Source Components”). Where applicable, your right to use such Third-Party Components as part of, or in connection with, the Service is subject to any applicable acknowledgements and license terms accompanying such Open-Source Components, contained therein or related thereto. If there is a conflict between the licensing terms of such Open-Source Components and these Terms, the licensing terms of the Open-Source Components shall prevail only in connection with the related Open-Source Components. The license terms, copyright notices and available source code with respect to Open-Source Components can be found at Descope Knowledge Base.
9. Third Party Services
The Service may be linked, integrated with, or provided through certain third-party services (collectively, “Third-Party Services”). Such Third-Party Services are independent from the Service and these Terms do not apply to them.
You hereby acknowledge that Descope has no control over such Third-Party Services and is not responsible for the availability, security and performance of Third-Party Services, and Descope shall not be responsible or liable, directly or indirectly, for any damage or loss whatsoever caused, or alleged to be caused, by or in connection with use of or reliance on any goods, services, content, products or other materials available on or through any Third-Party Services. Further, Descope does not endorse any goods, services, content, advertisements, products, or any materials available on and/or through such Third-Party Services. Payment for any such Third-Party Services, where applicable shall be made by you directly, unless specifically provided otherwise in a corresponding Order.
Most Third-Party Services provide legal documents, including terms of use and privacy policy, governing the use of each such Third-Party Services, their contents and services. We encourage you to read these legal documents carefully before using any such Third-Party Services.
You acknowledge that the Service is hosted and made available by certain sub-processors of Descope (the “Sub-processors”). Descope may remove, add or replace its Sub-processors from time to time, subject to the DPA.
10. Warranties and Disclaimers of Warranties
Descope represents and warrants that (a) the Service will perform in accordance with the associated documentation in all material respects, and in accordance with the SLA; (b) it will use best commercial efforts not to introduce any code, files, scripts, agents or programs intended to harm, including, viruses, worms, time bombs, or Trojan horses, into your systems.
Except as set forth herein, NEITHER DESCOPE NOR ITS AFFILIATES, INCLUDING ANY OF THEIR OFFICERS, DIRECTORS, SHAREHOLDER, EMPLOYEES, OR AGENTS MAKE ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, USABILITY, SUITABILITY, COMPLETENESS, ACCURACY, EFFECTIVENESS OR AVAILABILITY OF THE SERVICE AND/OR ANY CONTENT, DATA, RESULTS, OR OTHER INFORMATION OBTAINED OR GENERATED IN CONNECTION WITH THE YOUR OR ANY USER’S USE OF THE SERVICE. DESCOPE DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE, THE INABILITY TO USE OR OPERATE, OR THE RESULTS OF THE USE OF THE SERVICE. TO THE FULLEST EXTENT PROVIDED BY LAW, DESCOPE HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, DESCOPE PROVIDES NO REPRESENTATIONS AND DISCLAIMS ALL WARRANTIES THAT THE SERVICE WILL BE ERROR-FREE, OR UNINTERRUPTED, OR THAT THE SERVICE WILL OTHERWISE MEET CUSTOMER’S NEEDS OR EXPECTATIONS.
YOUR SOLE AND EXCLUSIVE REMEDY AND DESCOPE’S SOLE LIABILITY FOR BREACH OF THIS WARRANTY, SHALL BE THAT DESCOPE SHALL USE COMMERCIALLY REASONABLE EFFORTS TO REPAIR THE SERVICE IN ACCORDANCE WITH DESCOPE’S SUPPORT OBLIGATIONS AND YOUR ELIGIBILITY FOR SERVICE CREDIT UNDER THE SLA.
You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to Descope’s site for any reconstruction of any lost data.
You are responsible for maintaining backup copies of Customer Data. The Service does not provide, and is not intended as, a data back-up service.
11. Limitation of Liability
EXCEPT FOR DESCOPE’S WILLFUL MISCONDUCT, UNDER NO CIRCUMSTANCES WHATSOEVER WILL DESCOPE (NOR ITS RESPECTIVE LICENSORS, AFFILIATES, DISTRIBUTORS, RESELLERS AND/OR REPRESENTATIVES),WHETHER UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, BE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL (INCLUDING LOST PROFITS AND LOST BUSINESS OPPORTUNITIES), SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES THAT RESULT FROM THE SERVICE OR RELATE IN ANY MANNER TO THIS AGREEMENT.
EXCEPT FOR DESCOPE’S WILLFUL MISCONDUCT BREACH OF THE INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT SHALL THE AGGREGATE TOTAL LIABILITY OF DESCOPE UNDER THESE TERMS EXCEED THE AMOUNTS PAID BY YOU TO DESCOPE DURING THE 12 MONTH PERIOD PRECEDING THE EVENT OF LIABILITY; AND IN NO EVENT SHALL THE AGGREGATE TOTAL LIABILITY OF DESCOPE FOR ITS INDEMNIFICATION OBLIGATIONS EXPRESSLY SPECIFIED UNDER THESE TERMS, EXCEED AN AGGREGATE TOTAL AMOUNT EQUAL TO THREE (3) TIMES THE AMOUNTS YOU HAVE PAID TO DESCOPE UNDER THIS AGREEMENT DURING THE 12 MONTH PERIOD PRECEDING THE EVENT OF LIABILITY. THE LIMITATIONS IN THIS SECTION ARE COMPREHENSIVE AND THE EXAMPLES GIVEN ARE NOT EXHAUSTIVE. THE LIMITATIONS IN THIS SECTION ARE SEPARATE AND INDEPENDENT OF ANY OTHER LIMITATIONS IN THESE TERMS AND SHALL NOT FAIL IF SUCH OTHER LIMITATION OR REMEDY FAILS. Nothing in these Terms shall limit or exclude liability for anything that cannot be limited or excluded under applicable law.
12. Indemnification by Descope
Descope agrees at its sole cost and expense to indemnify, defend and hold harmless, you, your officers, directors, employees, contractors and permitted successors and assigns from and against any and all third party claims, damages, costs, liabilities or expenses incurred (including reasonable attorneys’ fees), finally awarded against you in a settlement or by a court, to the extent arising from any claims, suits or proceedings brought by third parties alleging that the Service infringe or misappropriate any patent, copyright, trademark, trade secret or other intellectual property rights of any third party.
The above duty to indemnify is contingent upon your provision, without delay, of a notice of any such claim, to Descope, allowing Descope to control the defense and settlement of any such claim and reasonably cooperating (at Descope's expense) with Descope in connection with the foregoing.
Descope shall have no duty to indemnify to the extent that the liability arises from: (i) modification to the Services or any part thereof made not by Descope; (ii) use of the Service not in accordance with this Agreement and/or any documentation provided by Descope; or (iii) where the liability arises from the combination of the Service with other product, software or platform, where the Services standing-alone would not have caused such liability.
13. Indemnification by You
You agree to defend, indemnify and hold harmless Descope and any Descope representative from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, fines, late fees, cancellation fees and expenses (including attorney’s fees) arising directly or indirectly from: (i) your or any User use of the Service (or any part thereof); (ii) breach of the Agreement by you or any User; (iii) any damage of any sort, whether direct, indirect, special or consequential, you may cause to any third party which relates to your use of (or inability to use) the Service; (iv) your violation of any third party intellectual property rights, privacy rights or other rights through your use of the Service or provision of information to the Service (including but not limited to obtaining consents from the requisite parties); and (v) your violation of any applicable law or regulation.
14. Confidentiality
Each party will protect Confidential Information (as defined below) disclosed by the other party by (i) not disclosing it to third parties, except as expressly permitted herein, (ii) preserving its confidentiality with the same level of care it applies to its own similar types of Confidential Information, and always by taking reasonable steps to preserve confidentiality, and (iii) using it only for the performance of this Agreement and to exercise a party’s rights hereunder. A party will disclose the other party’s Confidential Information only to its employees and consultants who need to know such information to perform under this Agreement, and only after informing such recipients that the information must be protected as confidential and may be used only for the performance of this Agreement. A party is responsible for any disclosure or misuse of Confidential Information by its employees or consultants. A receiving party may, without breaching this Agreement, disclose Confidential Information disclosed by the other party to the extent required to comply with a court order or applicable law or regulation provided that if a receiving party becomes subject to such a requirement, to the extent legally permitted, it must notify the disclosing party as soon as possible and, in any case, before it makes the required disclosure (if such notice is allowed under applicable law) and it must cooperate with the disclosing party (if requested, and at the disclosing party’s expense) to seek a protective order or similar protection for its Confidential Information. The receiving party will disclose only such information as is legally required and will use commercially reasonable efforts to obtain confidential treatment for any Confidential Information that is so disclosed. Each party acknowledges that money damages may not adequately protect the disclosing party against actual or threatened breach of this Agreement and that such breach could result in irreparable harm to the disclosing party. Because of this, a disclosing party may pursue court orders to protect its Confidential Information without having to provide proof of actual damages or without posting a bond.
In the event of any unauthorized use, disclosure, loss of, or inability to account for any Confidential Information, the receiving party shall immediately, without undue delay, notify the disclosing party upon becoming aware thereof and shall (i) assist with remedying each unauthorized use or disclosure, and (ii) will cooperate with the disclosing party in any litigation brought by the disclosing party against third parties to protect its rights in the Confidential Information. Rendering of assistance does not alleviate any obligation under this section, nor does acceptance of such assistance constitute a waiver of any breach of this section.
“Confidential Information” means all non-public information or materials, including information and materials disclosed prior to the date of this Agreement, that are marked as confidential, orally described as confidential, or should reasonably be understood to be confidential, including, without limitation, personal information (as such term is defined under applicable law), However, Confidential Information, that is not personal information (as such term is defined under applicable law), does not include anything that (i) was previously known to the receiving party without any confidentiality obligation, (ii) is or becomes publicly known through no wrongful act of the receiving party, (iii) was rightfully received from a third party without any confidentiality obligation to that third party, or (iv) was independently developed by the receiving party without using any Confidential Information.
Any separate non-disclosure agreement executed between the parties prior to the date hereof is hereby terminated and replaced by the foregoing Confidentiality provision.
15. Public Reference
If you are a company or any other legal entity, Descope may make public statements, references and announcements with respect to this Agreement and/or the use of the Service by you. In such context, Descope shall be allowed to use your entity’s name, trademarks and logos. At the request of Descope, you shall reasonably cooperate with Descope in the preparation of a case study document on how the Service is being used by you, and how you benefit from such use.
16. General
Descope Entity. Unless stated otherwise in an applicable Order, if you are a person residing in, or an entity incorporated in, the United States or in Canada, “Descope” means Descope, Inc., a company duly incorporated under the laws of Delaware, having its registered address at 101 1st Street, Los Altos, CA, 94022; and if you are person or an entity residing or incorporated elsewhere, “Descope” means Descope Technologies Israel (2022) Ltd., company registered under the laws of the state of Israel, company registration number 516574746, having its registered address at 45 Rothschild Boulevard, Tel-Aviv, Israel.
Export Control. The Service may be subject to Israeli, U.S. or foreign export controls, laws and regulations (the “Export Controls”), and you agree and confirm that: (i) you are not located in, or uses, exports, re-exports or imports the Service (or any portion thereof) in or to, any person, entity, organization, jurisdiction or otherwise, in violation of the Export Controls; (ii) you are solely responsible for complying with applicable Export Controls which may impose additional restrictions, prohibitions or requirements on the use of the Service.
Force Majeure. Descope will not be liable by reason of any failure or delay in the performance of its obligations on account of events beyond its reasonable control, which may include denial-of-service attacks, interruption or failure of the internet or any utility service, failures in third-party hosting services, strikes, shortages, riots, fires, acts of God, war, pandemic, terrorism, and governmental action.
No Joint Venture. These Terms do not, and shall not be construed to create any partnership, joint venture, employer- employee, agency, or franchisor-franchisee relationship between the parties hereto.
Governing Law and Jurisdiction Any claim relating to the Service will be governed by and interpreted in accordance with the laws of the State of Delaware, without reference to its conflict-of-laws principles. Any dispute arising out of or related to your use of the Service will be brought in, and you hereby consent to exclusive jurisdiction and venue in the competent courts of the State of Delaware.
Class Action Waiver. WHERE PERMITTED UNDER APPLICABLE LAWS, BOTH PARTIES AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER PARTY ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both parties agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding.
Enforceability. If any provision of the Agreement is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from the Agreement and will not affect the validity and enforceability of any remaining provision.
Assignment. You may not assign, sublicense or otherwise transfer any or all of your rights or obligations under the Agreement without Descope’s prior express written consent which shall not be unreasonably denied. Descope may assign the Agreement at its discretion. Assignment in breach of the Agreement is void and null.
No Waiver. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default.
Interpretation. Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof.
Entire Agreement. The Agreement sets forth the entire terms and conditions between you and Descope relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and Descope.
Order of Precedence. Any Order Form entered into between the you and us simultaneously with These Terms shall be deemed to incorporate the terms herein. In the event that an Order contains terms that purport to modify or supplement the terms of these Terms, then those Order terms shall have no force or effect, unless expressly agreed to in writing by both you and us. If there is any conflict or inconsistency between the terms of these Terms and the Order, these Terms shall prevail unless the Order specifically states otherwise, except in the event you provide an order form of your own in which case this Agreement will prevail without any exclusions. In the event of any conflict or discrepancy by and among these Terms, the schedule and any other document referred to herein, such conflict or inconsistency shall be resolved by giving precedence in the following order, unless explicitly indicated otherwise in writing, by the you and us: (i) The DPA insofar as it refers to Processing of Personal Data (as such terms are defined in the DPA); (ii) These Terms excluding schedules; (iii) The other schedules; (iv) Any other online document incorporated herein.
Notices. Notices to you may be made via email. Our website may also provide notices of changes to these Terms or other matters, by displaying such notices or by providing links to such notices.
Admissibility. Without limitation, you agree that a printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
Contact. If you have any questions (or comments) concerning the Terms and/or the Service, you are welcome to send us an email to this address: info@descope[.]com, and we will make an effort to reply within a reasonable timeframe.
By contacting us, you represent that you are free to do so and that you will not knowingly provide Descope with information that infringes upon third parties’ rights, including any intellectual property rights.
Last update: December 19, 2023
