This agreement (the "Agreement") is made and entered into by and between drie and the person or entity agreeing to these terms ("Customer").
This Agreement governs the Customer's access to and use of the drie service, being comprised of the drie website, API, command line interface tool and any other components of the drie service through which a Customer can build and run software (“the Service”).
drie means DRIE SECURE SYSTEMS LIMITED. A company registered in England and Wales with registration number 09824282 and whose registered address is 12 Private Road, Enfield, Middlesex, United Kingdom, EN1 2EH.
This Agreement is effective as of the date you click to accept the Agreement (the "Effective Date"). If you are accepting on behalf of the Customer, you represent and warrant that: (i) you have full legal authority to bind the Customer to this Agreement; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of Customer, to this Agreement. If you do not have the legal authority to bind the Customer, please do not click to accept.
This Agreement governs the Customer's access to and use of the Service, subject to which drie will provide the Service to Customer.
During the Term (as defined below) Customer may use the Service and integrate the Service by providing its content (“Customer Data”) via the Service into Customer application(s) (“Application”).
drie will provide the Customer with an account (“the Account”) through which the Customer may access and administer the Service it receives from drie.
All facilities used to store and process an Application and Customer Data will adhere to drie’s security standards as set out in drie’s Security Standards.
drie will apply the Security Standards to (i) ensure the security and confidentiality of any Application and Customer Data, (ii) protect against anticipated threats or hazards to the security or integrity of an Application and Customer Data, and (iii) protect against unauthorised access to or use of an Application and Customer Data.
drie may process and store Customer Data anywhere drie or its agents maintain facilities.
By using the Service, the Customer consents to this processing and storage of Customer Data. Under this Agreement, for the purposes of the Data Protection Act 1998 and any equivalent legislation as may be applicable, drie is merely a data processor.
The Customer must have an Account to use the Service, and is responsible for the information it provides to create the Account and the security of the passwords for the Account, and for any use of its Account.
The Customer must provide accurate and complete registration information when it creates its account.
If the Customer becomes aware of any unauthorised use of its password, its Account, the Customer will notify drie as promptly as possible.
drie may make commercially reasonable updates to the Service from time to time which do not result in an overall degradation of the Service.
If drie makes a material change to the Service, drie will inform the Customer.
Drie may make commercially reasonable changes to the terms of this Agreement (and any linked documents) from time to time.
Changes to the terms of the Agreement will become effective 30 days after they are posted unless such change is required to comply with applicable law, applicable regulation, court order, or guidance issued by a governmental regulator or agency, in which cases such changes will be immediately effective.
Applicable Fees for each Service payable by the Customer to drie are as notified to the Customer by drie immediately prior to the commencement of the Service.
At the end of the applicable payment period drie will issue an electronic invoice to Customer for all Fees accrued based on the Customer’s use of the Service during that period.
Unless notified otherwise by drie, the payment period for Fees will be monthly from the commencement of the Service.
drie's measurement of Customer’s use of the Service in determining the Fees is final.
The Customer will pay all Fees within 30 (thirty) days either by electronic transfer using details in the electronic invoice or by drie using payment details provided by the Customer or by a third party payment service.
Late payment of Fees may, at drie’s discretion, bear interest payable by the Customer to drie at the rate of 1% per month.
drie reserves the right to suspend Customer’s Account on 7 (seven) days’ notice, for any late payment of Fees.
The Customer will pay drie’s Fees for the Service without any deduction for taxes.
If drie is obligated to collect or pay taxes on its Fees, the taxes will be invoiced to the Customer.
To the fullest extent permitted by law, the Customer waives all claims relating to Fees unless claimed within 30 (thirty) days after charged.
Refunds of Fees (if any) are at the discretion of drie and will only be in the form of credit for the Service.
The Customer is solely responsible for its Customer Data and for making sure any Application complies with the acceptable use policy published here: Acceptable Use Policy ] (“Acceptable Use Policy”)
drie reserves the right to review the operation of the Customer Data and Applications for compliance with the Acceptable User Policy.
The Customer is responsible for ensuring all end users of Applications comply with the Customer’s obligations under the Acceptable Use Policy.
The Customer will obtain and maintain any required consents necessary to permit the processing of Customer Data under this Agreement.
- The Customer will not, and will not allow third parties under its control to copy, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code of the Service sublicense, resell, or distribute any or all of the Service separate from any Application by the Customer.
If the Customer becomes aware that an Application or Customer Data violates the Acceptable Use Policy, the Customer will immediately suspend the Application and/or remove the relevant Customer Data (as applicable).
If the Customer fails to suspend or remove the Application or Customer Data as above drie may specifically request that Customer do so. If the Customer fails to comply with drie’s request to do so within 24 (twenty-four) hours, then drie may disable the Account (as may be applicable) until such violation is corrected.
In the event that the violation of the Acceptable Use Policy involving unlawful activity or impeding the provision of drie’s Service, drie may automatically suspend Service without prior notice to the Customer but shall provide the Customer with the reason for the suspension as soon as reasonably practicable.
- Except as expressly set forth in this Agreement, this Agreement does not grant either party any rights, implied or otherwise, to the other’s content or any of the other’s intellectual property. As between the parties, Customer owns all intellectual property rights in Customer Data and Applications. drie owns all intellectual property rights in the Service.
- drie will not access or use Customer Data, except as necessary to provide the Service to the Customer.
- The Customer is responsible for the technical support of its Applications and Customer
Information that one party discloses to the other party under this Agreement, and which is marked as confidential or would normally under the circumstances be considered confidential information, excluding information that is independently developed by the recipient, is rightfully given to the recipient by a third party without confidentiality obligations, or becomes public through no fault of the recipient is considered confidential information (“Confidential Information”), this includes Customer Data.
The recipient will not disclose the Confidential Information, except to its employees, agents or professional advisors who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The recipient will ensure that those people and entities use the received Confidential Information only to exercise rights and fulfill obligations under this Agreement, while using reasonable care to keep it confidential.
The recipient may also disclose Confidential Information to the extent required by applicable law and regulation provided that the recipient uses commercially reasonable efforts to promptly notify the other party of such disclosure before disclosing; and comply with the other party’s reasonable requests regarding its efforts to oppose the disclosure.
As between the parties, the Customer is responsible for responding to all third party information requests concerning its use of the Service.
The “Term” of this Agreement will begin on the Effective Date and continue until the Agreement is terminated as below.
Either party may terminate this Agreement immediately at its convenience through the Service or by written notice and upon termination, the Customer must cease use of the applicable Service.
Either party may terminate this Agreement for breach if: either party is in material breach of the Agreement and fails to cure that breach within 30 (thirty) days after receipt of written notice; or, the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 (ninety)days.
drie may terminate any, all, or any portion of the Service, for inactivity, if, for a period exceeding 180 (one hundred and eighty) days, the Customer has failed to access the Service.
If the Agreement is terminated, then: (i) the rights granted by one party to the other will immediately cease; (ii) all Fees owed by the Customer to drie are immediately due upon receipt of the final electronic bill; (iii) upon request, each party will use commercially reasonable efforts to return or destroy all Confidential Information of the other party.
- The Customer is permitted to state publicly that it is a customer of drie. drie is permitted to state publicly that is provides Service to the Customer.
- Each party represents and warrants that: (i) it has full power and authority to enter into the Agreement; and (ii) it will comply with all laws and regulations applicable to its provision, or use, of the Service, as applicable.
- EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DRIE DOES NOT MAKE ANY OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NONINFRINGEMENT. DRIE AND ITS SUPPLIERS ARE NOT RESPONSIBLE OR LIABLE FOR THE DELETION OF OR FAILURE TO STORE ANY CUSTOMER DATA AND OTHER COMMUNICATIONS MAINTAINED OR TRANSMITTED THROUGH USE OF THE SERVICE. CUSTOMER IS SOLELY RESPONSIBLE FOR SECURING AND BACKING UP ITS APPLICATIONS AND CUSTOMER DATA. NEITHER DRIE NOR ITS SUPPLIERS, WARRANTS THAT THE OPERATION OF THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED.
- TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY, NOR DRIE’S SUPPLIERS, WILL BE LIABLE UNDER THIS AGREEMENT FOR LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY.
- TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY, NOR DRIE’S SUPPLIERS, MAY BE HELD LIABLE UNDER THIS AGREEMENT FOR MORE THAN THE AMOUNT PAID BY CUSTOMER TO DRIE UNDER THIS AGREEMENT DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
- These limitations of liability do not apply to breaches of confidentiality obligations, violations of a party’s Intellectual Property Rights by the other party, indemnification obligations, or Customer's payment obligations.
- All notices must be in writing and addressed to the other party’s legal department and primary point of contact. The email address for notices being sent to drie is firstname.lastname@example.org. Notice will be treated as given on receipt as verified by written or automated receipt or by electronic log (as applicable).
- Neither party may assign any part of this Agreement without the written consent of the other party, any such attempt to assign without such consent is void.
- Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.
- This Agreement does not create any agency, partnership or joint venture between the parties.
- Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.
- If any term (or part of a term) of this Agreement is invalid, illegal, or unenforceable, the rest of the Agreement will remain in effect.
- This Agreement does not confer any benefits on any third party unless it expressly states that it does.
- Any amendment to this Agreement must be in writing, signed by both parties, and expressly state that it is amending this Agreement.
This Agreement sets out all terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter.
The terms located at a URL referenced in this Agreement are incorporated by reference into the Agreement. After the Effective Date, drie may provide an updated URL in place of any URL in this Agreement. If there is a conflict between the documents that make up this Agreement, the documents will control in the following order: the Agreement, and the terms at any URL.
- This Agreement, and your relationship with drie under it, shall be governed by the laws of England and Wales. Any disputes arising out of this Agreement or matters related to it shall be subject to the exclusive jurisdiction of the courts of England and Wales.
Last updated: 17 May 2016