Effective Date: February 15, 2023
Last Updated: February 15, 2023
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING THE SERVICE OR USING THE SOFTWARE. BY ACCESSING THE SERVICE, OR ANY QRYPT GENERATED QUANTUM RANDOM NUMBER, OR BY DOWNLOADING, INSTALLING, OR USING THE SOFTWARE, INCLUDING ANY TOKEN, YOU CONFIRM THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND AGREE TO BE BOUND BY THIS AGREEMENT. YOU REPRESENT AND WARRANT THAT YOU ARE THIRTEEN (13) YEARS OF AGE OR OLDER AND ABLE TO FORM A BINDING CONTRACT WITH QRYPT, AND YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE OR DO NOT WISH TO BECOME A PARTY TO THIS AGREEMENT, YOU SHOULD NOT ACCESS THE SERVICE, OR ANY QRYPT GENERATED QUANTUM RANDOM NUMBER, OR USE THE SOFTWARE, INCLUDING ANY TOKEN.
- LICENSE OF SERVICE AND SOFTWARE
- “Service” means proprietary platform made available by Qrypt through qrypt.com, provision of the Software, and designated portals to access tokens that may be used to generate and retrieve quantum random numbers.
- “Software” means tokens, APIs, SDKs, or other software provided in connection with the Service, including any updates and/or modifications (“Updates”).
- “Documentation” means all guides, manuals, and other written materials supplied by Qrypt to assist You in the use of the Service.
- “End Users” that may access the Service and use the Software under the license grant of this Agreement include (a) only You, if you are an individual, (b) You, Your employee(s), and Your authorized independent contractor(s), if you are a company, and (c) third-party users of Integrated Products.
- “Qrypt Properties” means the Software, Confidential Information, and other technologies, information, and materials provided by Qrypt to You to enable You to develop, make or have made, market, distribute, or license, or provide maintenance, support, or other services for Integrated Products.
- “Integrated Products” means any and all products made by, or on behalf of, You that incorporate or include one or more Qrypt Properties and all or a portion of the Software, requiring interfacing with the Software via Qrypt API(s) and designated portal.
- License Grant. Subject to the terms and conditions of this Agreement, Qrypt grants You a revocable, non-exclusive, non-assignable, non-transferable, and non-sublicensable license (a) to access the Service and use the Software (including to perform and a limited right to copy/reproduce binary code solely for use of the Software via Qrypt API(s)) for Your personal or Your company’s internal business purposes; (b) to use the Software (including to perform and reproduce the Software) in whole or in part, for purposes of embedding or otherwise integrating the Software into the Integrated Products for use of the Software via Qrypt API(s), and to offer use of the Integrated Products to End Users; (c) to demonstrate and distribute the Software to End Users solely for use of the Software via Qrypt API(s) under the Agreement as incorporated in or bundled with the Integrated Products; (d) to use, reproduce, and distribute marketing materials, solely to market and promote the Integrated Products under this Agreement and in accordance with Qrypt’s then-current quality control, usage, and other Qrypt guidelines, if any, as may be provided and/or updated by Qrypt from time to time; and (e) use, copy, reproduce, integrate, and distribute the Documentation, in whole or in part, and integrate the Documentation, in whole or in part, into the documentation for the Integrated Products, solely in support of the licensed use of Integrated Products by End Users.
- License Restrictions. You shall not use the Qrypt Properties for any purposes beyond the scope of the license granted in this Agreement. Except as otherwise expressly set forth in this Agreement, You shall not at any time, directly or indirectly: (a) market, distribute, license, or otherwise make available any Software, including as a single product, on a stand-alone basis, or in any form , or on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service; (b) copy, modify, or create derivative works of the Qrypt Properties, in whole or in part; (c) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Qrypt Properties; (d) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the binary or source code of the Software, in whole or in part; (e) remove any proprietary notices from the Qrypt Properties; or (f) use the Qrypt Properties in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
- Intellectual Property Rights.
- Qrypt Rights. You acknowledge that, except as set forth in Section 1.9.2, all right, title, and interest in and to the Service and Software and all derivatives thereof (including any and all patents, copyrights, trade secret rights, trademarks, trade names, and other proprietary rights embodied or associated to them) are and shall remain Qrypt’s, and Qrypt in no way conveys any right or interest in the Service and Software other than a limited license to use it as set out above.
- Open Source Software. The Software may include open source software, including but not limited to, gf2x (https://gitlab.inria.fr/gf2x/gf2x/-/tree/master#the-gf2x-software-library). The gf2x code, if any, is subject to the GNU Lesser General Public License, either version 2.1 of that license, or (at your option) any later version. A copy of these licenses is provided from the Qrypt portal, is delivered with the Software, and/or is available from GNU at https://www.gnu.org/licenses/licenses.en.html. NO WARRANTY OF ANY KIND, BY ANY PARTY, WHETHER BY QRYPT OR ASSOCIATED WITH GF2X, IS PROVIDED AS PART OF THIS AGREEMENT, AND YOU ARE HEREBY NOTIFIED, AND ACCEPT AS CONDITION OF USE OF THE SOFTWARE, THAT ANY SUCH WARRANTY IS HEREBY DISCLAIMED.
- YOUR RESPONSIBILITIES
- Your Responsibilities. You agree that all access to the Service or use of the Software, as applicable, will comply with applicable Documentation including any supplemental information provided from time to time by written materials or electronic messages. You are responsible for compliance with this Agreement for all activities directly related to, or resulting from, access to the Service conducted under Your login and any account administrator passwords (“Passwords”), as well as use of the Software, including tokens. You are liable to ensure that any Service access and Software use complies with this Agreement, the Documentation, and any applicable then-current Qrypt policies. You represent and warrant that all End Users, including third-party users of Integrated Products, agree to be bound to the applicable terms, of this Agreement. Which include, but are not limited to, Sections 1.7, 1.8, 2.1, 2.2, 4, 5, 6, 7, 8, 10.2, 10.7, 10.8, and 10.9.
- “Your Data” means any forms of data or communication, including subscriber information, made available by You to Qrypt for use in connection with the Service or generated by You via Service access or Software use. You hereby grant to Qrypt a limited, worldwide, non-exclusive, non-transferable, royalty-free, irrevocable right (a) to use, display, transmit, and distribute Your Data solely as necessary to provide the Service to You; (b) to use Your Data as reasonably necessary to provide, operate, develop, maintain, support, or improve the Service or Software; (c) to use aggregated data consisting of Your Data and other licensed users’ data for such purposes including statistical analysis and distributing aggregated statistics to customers, potential customers, and the general public; (d) to include Your name in Qrypt’s list of customers that Qrypt provides to its then current or prospective customers; (e) to copy, use, distribute, and display any information, analysis, statistics, and other data generated by Service access or Software use, including compilation of aggregated statistics about the Service or online marketing (collectively, “Additional Data”), provided, however, that Qrypt shall not publicly disclose or distribute any such Additional Data unless such Additional Data is in an aggregated form that would not permit a third-party to identify the Additional Data as associated with You; and (f) to disclose Your Data if necessary to satisfy any law, regulation, or other governmental requirement.
- FEES AND PAYMENT TERMS
- The acceptance and fulfillment by Qrypt of any purchase order, statement of work, quotation, or other ordering document (“Order”) for Service and Software (“Qrypt Property Access”) is subject to Your acceptance of and compliance with the terms of this Agreement.
- Payment. Unless another payment method is agreed to by Qrypt in writing, You must provide a valid credit card number and related payment information. By submitting that information to Qrypt or Qrypt’s third-party payment processor, including Stripe, Chargify, or other third-party payment processor as chosen by Qrypt in its sole discretion, You hereby authorize Qrypt to charge the provided credit card for Access Fees.
- Trial Period. Qrypt may offer trials of the Service or Software for a specified period without payment or at a reduced rate (a “Trial”). Qrypt may determine Your eligibility for a Trial, and withdraw or modify a Trial at any time without prior notice and with no liability, to the extent permitted under applicable law.
- Fees. You agree to pay Qrypt those fees and expenses specified in the applicable Order for the Access in accordance with this Agreement (“Access Fees”). Qrypt may revise its Access (or other) Fees at any time on thirty (30) days’ advance electronic and/or written notice. Access Fees are charged on a monthly basis. Your billing cycle begins on the day of the month (“Period”) in which you first activate a monthly plan (“Activation Date”) and payment will be taken from the active card at the end of the Period. All payment obligations are non-cancelable, and all amounts paid to Qrypt are non-refundable. You agree that if Your usage exceeds the Access limits set forth in an applicable Order, the excess usage may incur additional fees.
- Price Changes. Qrypt may change the price of the Access Fees from time to time and will communicate any price changes to You in advance and, if applicable, how to accept those changes. Subject to applicable law, You accept the new price by continuing to access the Service or use the Software after the price change takes effect. If You do not agree with a price change, You have the right, and sole remedy, to reject the change by no longer using the Software, and causing no Access, prior to the price change going into effect.
- CONFIDENTIAL INFORMATION
Qrypt may provide You with information it deems to be confidential (“Confidential Information”). Without limitation, the terms of any Order (including pricing), and any other item expressly marked by Qrypt as “confidential”, are Confidential Information. You shall hold in confidence, and shall not disclose any Confidential Information to any person or entity. You shall use such Confidential Information only for the purpose for which it was disclosed and shall not use or exploit such Confidential Information for any other purpose without the prior written consent of Qrypt. You shall protect the Confidential Information in the same manner as You protect Your own valuable confidential information, but in no event shall less than reasonable care be used. You shall promptly, and in any event no more than 72 hours after the occurrence, notify Qrypt upon becoming aware of a breach or threatened breach hereunder, and shall cooperate with any reasonable request of Qrypt in enforcing its rights. You acknowledge that any use of the Confidential Information in a manner inconsistent with the provisions of this Agreement may cause Qrypt irreparable and immediate damage for which remedies other than injunctive relief may be inadequate. Therefore, You agree that in addition to any other remedy to which Qrypt may be entitled hereunder, at law or equity, Qrypt shall be entitled to an injunction or injunctions (without the posting of any bond and without proof of actual damages) to restrain such use in addition to other appropriate remedies available under applicable law. If at any time You determine that a data breach may have (or has) occurred as to Confidential Information, The use and disclosure restrictions set forth in this Section 4 do not apply to information that: (a) is or becomes generally known to the public through no fault or breach of this Agreement by the receiving party; (b) is known to the receiving party at the time of disclosure without an obligation of confidentiality; (c) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; (d) the receiving party rightfully obtains from a third-party without restriction on use or disclosure; or (e) is disclosed with the prior written approval of the disclosing party.
You shall indemnify, defend, and hold Qrypt and its subsidiaries, affiliates, officers, directors, employees, attorneys, and agents harmless from and against any and all losses resulting from an actual or threatened claim, suit, action, or proceeding brought by any third-party against Qrypt that arises out of or results from: (a) Your access of the Service or use of the Software; (b) the access of the Service or use of the Software You provide to an End User, including any third-party End User of an Integrated Product; (c) Your Data, or any use thereof; (d) Your breach of this Agreement; (e) Your violation of any applicable law or regulation; (f) violation of any applicable law or regulation by an End User, including a third-party End User of an Integrated Product; or (f) notification costs incurred by Qrypt arising out of or in connection with a data breach to the extent caused by a breach of Your obligations set forth in this Agreement or Your obligations under applicable law, including the reasonable costs associated with (x) notifying such individuals by mail or other means, (y) providing credit reporting in connection with such notifications, and (z) Qrypt’s legal fees related to such notifications.
- DISCLAIMER OF WARRANTIES
EXCEPT FOR THE UPTIME STATED WITHIN THE SERVICE LEVEL AGREEMENT, THE SERVICE, SOFTWARE, AND DOCUMENTATION ARE PROVIDED “AS IS” AND QRYPT DISCLAIMS ANY AND ALL OTHER WARRANTIES WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OF TRADE, OR OTHERWISE. QRYPT DOES NOT REPRESENT THAT THE SERVICE OR SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT ALL ERRORS IN THE SERVICE OR SOFTWARE WILL BE CORRECTED OR THAT THE OVERALL SYSTEM THAT MAKES THE SERVICE AVAILABLE (INCLUDING THE INTERNET, OTHER TRANSMISSION NETWORKS, AND YOUR LOCAL NETWORK AND EQUIPMENT) WILL BE FREE OF VIRUSES OR OTHER HARMFUL CODE. YOU ACKNOWLEDGE THAT THE USE OF THE SERVICE OR SOFTWARE MAY NOT BE UNINTERRUPTED, ERROR FREE, OR COMPLETELY SECURE.
- LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE, IN NO EVENT WILL QRYPT BE LIABLE TO YOU OR ANY END USER FOR ANY DIRECT, SPECIAL, CONSEQUENTIAL, INDIRECT, OR SIMILAR DAMAGES, INCLUDING ANY LOST PROFITS OR LOST DATA, ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICE OR SOFTWARE, EVEN IF QRYPT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. The total cumulative liability of Qrypt to You for any and all claims and damages under this Agreement, whether arising by statute, contract, tort, or otherwise, will not exceed the greater of (a) the Qrypt Property Access Fees paid by You to Qrypt during the twelve (12) month period immediately preceding the event giving rise to the claim, or (b) fifty dollars ($50.00). SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU.
- TERM AND TERMINATION
- Term and Termination. This Agreement will begin on the Activation Date and continue, unless otherwise suspended or terminated as set forth below, as long as You are in compliance with its terms and are validly accessing the Service or using the Software. In the event You do not pay Your Access Fees, You breach this Agreement, or You discontinue access of the Service or use of the Software for a period of at least 180 days from the first Period, then this Agreement will automatically terminate. Upon termination or account expiration, You must immediately stop Service access and Software use, and Qrypt may suspend Your Qrypt Property Access, by restricting access to the Service, which may include invalidation of Passwords, and suspend use of Software including tokens. Qrypt may immediately suspend or terminate this Agreement, including Service access and Software use, in whole or part, (a) if Qrypt becomes aware of or suspects any unlawful, improper, or unauthorized Service access or Software use, or any use of the Service or Software Qrypt reasonably determines in its sole discretion may be harmful to Qrypt, other licensees, or the Service and Software generally, or (b) if You cease doing business or are the subject of a voluntary or involuntary bankruptcy, insolvency, or similar proceeding, that is not dismissed within sixty (60) days of filing.
- Effect of Termination. Upon any termination or expiration of this Agreement, Qrypt shall no longer provide the Service or Software to You and You shall cease accessing the Service or using Software. You shall pay Qrypt for all Access Fees that had accrued prior to the termination date. Upon termination of this Agreement, You shall promptly return or destroy all Confidential Information in Your possession. Termination of this Agreement by either party will be a nonexclusive remedy for breach and will be without prejudice to any other right or remedy of such party.
- The Intellectual Property Rights – Section 1.9, Confidential Information – Section 4, Indemnity – Section 5, Disclaimer of Warranties – Section 6, and Limitation of Liability – Section 7 of this Agreement will survive expiration or termination of this Agreement, as well as any other section that, in order to give proper effect to the intent of this Agreement, should survive the expiration or termination of this Agreement.
- Technical Support. During the Period, technical support may be provided by Qrypt as specified in the applicable Order. If there is no provision for technical support specified in the applicable Order, then You will only receive the Service and Software.
- Qrypt reserves the right to modify or discontinue any feature or functionality of the Service and Software, in whole or in part, at any time, although Qrypt in its sole discretion may provide notice to You in advance of material modifications. You understand that the Service, or Software may be unavailable at times due to regularly scheduled maintenance. Qrypt may (but is not obligated to) periodically provide Updates for continued Service access and Software use. As Qrypt makes Updates and new versions of the Service or Software available, Qrypt reserves the right to discontinue support for non-current Software releases and versions.
- You represent and warrant that You have the right and authority to enter into this Agreement and will comply with all applicable laws or regulations of the United States and any applicable jurisdiction. If You are entering into this Agreement on behalf of (and for use on behalf of) a company, governmental entity, or other entity, You represent that You have the authority to bind such entity to the terms of this Agreement.
- Compliance with Export Laws. You shall not commit any act which would, directly or indirectly, violate, or which may cause Qrypt to violate, any United States or local law, regulation, treaty, or agreement, including violations relating to the export of the Service or Software, including the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control (“OFAC”), and the International Traffic in Arms Regulations (“ITAR”) maintained by the Department of State. Acknowledging that any data You may provide to Qrypt to access the Service or use the Software may constitute an export of such data by You to one or more foreign jurisdictions, You shall not cause any such export of data in violation of the laws of the United States and/or such other foreign jurisdiction. You warrant that You are (a) not located in, nor a national or citizen of, nor an entity organized in any country subject to U.S. embargo or other restrictive economic sanctions; and (b) not a party listed on the U.S. Consolidated Screening List or constituent list of the U.S. Departments of Treasury, State, or Commerce. You agree not to access the Service or use the Software for any prohibited end use, including to support any nuclear, chemical, or biological weapons proliferation, or missile technology, without the prior permission of the U.S. government.
- Qrypt may modify this Agreement at any time. Your continued access of the Service or use of the Software shall be deemed acceptance of any such modifications.
- No Waiver. Performance of any obligation required by Qrypt hereunder may be waived only by a written waiver signed by an authorized representative, which waiver shall be effective only with respect to the specific obligation described therein. The failure of Qrypt to exercise any of its rights under this Agreement will not be deemed a waiver or forfeiture of such rights.
- This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. You shall not have the right to assign or otherwise transfer rights or delegate duties under this Agreement without the express written consent of Qrypt. Qrypt may use independent contractors or subcontractors to assist in the delivery of Service.
- Except as otherwise stated in this Agreement, and also other than notices from Qrypt, pertaining to the Software or Service, which Qrypt may in its sole discretion provide by electronic mail, any notice, approval, request, authorization, direction, or other communication under this Agreement, other than certain routine communications having no legal effect, must be given in writing and shall be deemed to have been delivered and given for all purposes (a) on the delivery date if delivered personally to the party to whom the same is directed; (b) one (1) business day after deposit with a nationally recognized overnight carrier, with written verification of receipt; or (c) five (5) business days after the mailing date whether or not actually received, if sent by U.S. certified mail, return receipt requested, postage and charges pre-paid or any other means of rapid mail delivery for which a receipt is available, to the address of the other party. Qrypt’s address for notice is Qrypt Inc., Attn: Chief Financial Officer, One World Trade Center, New York, NY 10007. Either party may change its address by giving written notice of such change to the other party. Routine communications having no legal effect but related to Service access, Software use, or the Service Level Agreement may be communicated to firstname.lastname@example.org or by opening a service ticket at www.qrypt.com.
- Governing Law; Jurisdiction. This Agreement shall be governed, construed, and interpreted in accordance with the laws of the State of New York, USA, without regard to choice or conflicts of law principles. Any legal action or proceeding with respect to this Agreement shall be subject to jurisdiction of the Southern District of New York, unless subject to mandatory arbitration under Section 10.9.
- Dispute Resolution. ou and Qrypt agree that any dispute, claim, or controversy between You and Qrypt arising in connection with or relating in any way to this Agreement or to Your agreement with Qrypt relating to the access of the Service or use of the Software (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of this Agreement) will be determined by mandatory binding individual (not class) arbitration. A party who intends to seek arbitration must first send a written notice of the dispute to the other party (signature required), or Qrypt may give You notice by electronic mail. You and Qrypt agree that the arbitrator shall have the exclusive power to rule on his or her own jurisdiction, including any objections with respect to the existence, scope, or validity of the arbitration agreement or to the arbitrability of any claim or counterclaim. The arbitrator must follow this Agreement and, to the extent permissible herein, can award the same damages and relief as a court (including attorney fees), except that the arbitrator may not award any relief, including declaratory or injunctive relief, benefiting anyone but the parties to the arbitration. This arbitration provision will survive termination of this Agreement. ANY CLAIM OR CAUSE OF ACTION, REGARDLESS OF FORM, MUST BE BROUGHT NO MORE THAN ONE (1) YEAR AFTER IT AROSE, OTHERWISE THE CLAIM OR CAUSE OF ACTION SHALL BE BARRED, EXCEPT THAT THE FOREGOING LIMITATION AND THE ARBITRATION PROVISION SHALL NOT APPLY TO THE ENFORCEMENT BY QRYPT OF YOUR PAYMENT OBLIGATIONS AND ANY QRYPT INTELLECTUAL PROPERTY RIGHTS. If this arbitration agreement is invalidated in whole or in part, the parties agree that the exclusive jurisdiction and venue described in this Section 9 shall govern any claim in court arising out of or related to this Agreement.
- Independent Parties. You and Qrypt are independent parties, and nothing in this Agreement shall be construed as making You and Qrypt partners or creating the relationships of employer and employee, or principal and agent between them, for any purpose whatsoever. You shall not make any contracts, warranties, or representations or assume or create any obligations, express or implied, in Qrypt’s name or on its behalf.
- Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement. The prohibition on or unenforceability of any provision in any jurisdiction shall not affect the validity or enforceability of such provision in any other jurisdiction.
- Force Majeure Event. Qrypt shall not be liable to You for any loss, injury, delay, expenses, or damages arising out of any cause or event not within its reasonable control including, but not limited to, riots, wars, or hostilities between any nations; acts of terrorism; acts of God, fires, storms, floods, or earthquakes; strikes, labor disputes, vendor delays, or shortages or curtailments of raw materials; power or other utility Service; governmental restrictions or trade disputes; manufacturing delays; pandemics or epidemics; or other contingencies.
Service Level Agreement
Effective Date: February 15, 2023
Last Updated: February 15, 2023
- Uptime Calculation
“Uptime” means Services from Qrypt will be available with a 99.9% Monthly Uptime Percentage.
“Monthly Uptime Percentage” means (Maximum Available Minutes – Downtime) / Maximum Available Minutes X 100
“Maximum Available Minutes” means the sum of all minutes in a given Applicable Monthly Period, minus any unavailable minutes due to regularly scheduled maintenance.
“Applicable Monthly Period” means the number of days during a Period.
“Downtime” means the total accumulated minutes access to Services is unavailable during a Period. A minute is considered unavailable if a Valid API Request is made and a Valid API Response is not received within 10 seconds, provided that retries are continually attempted, at least one per five second period, for a total duration of at least 60 consecutive seconds.
“Valid API Request” means a well-formed API request submitted with valid credentials to an endpoint within the Qrypt portal. API requests sent at a rate in excess of 20 per second are not considered valid.
“Valid API Response” means a successful response performing the intended function to provide the Service, or an error code indicating resolution required by You.
- Your Obligations
In support of this SLA, You will (a) comply with the Agreement, (b) provide information and authorizations as required by Qrypt to provide You access to the Service, and (c) adhere to any policies and processes established by Qrypt to report Service delivery failures and to prioritize service requests.
- SLA Limitations
- Pursuant to the Agreement, Qrypt reserves the right to modify or discontinue any feature or functionality of the Service and Software in whole or in part, at any time, provided that Qrypt may in its sole discretion provide notice to You in advance of material modifications. This reservation by Qrypt to modify the Service or Software as set forth in the Agreement includes the right for Qrypt to modify the SLA.
- This SLA applies to receipt of Service or Software provided under the Agreement resulting from a paid Period. The SLA does not apply (a) to any separately branded service made available by You to third-party users of Integrated Products, (b) Service or Software provided by Qrypt as a Trial, or (c) Qrypt accounts with past due Access Fees.
- This SLA does not apply to Qrypt performance below Uptime arising from:
- factors outside of Qrypt’s reasonable control such as a Force Majeure Event under the Agreement, as well as a network or device failure external to a Qrypt data center, including at Your site or between Your site and a Qrypt data center;
- the use of third-party Service, hardware, or software not provided by Qrypt including, but not limited to, inadequate bandwidth;
- the failure by You to modify Your use after receiving guidance from Qrypt;
- pre-release, beta or introductory or feature-sample versions of any Service or Software;
- unauthorized use of a any Service or Software;
- failure to adhere to any required configurations, support platforms, or follow any policies of acceptable use for any Service or Software; or
- attempts to use the Service or Software in excess of prescribed quotas or in circumvention of throttling of suspected abusive behavior.
- Service Levels and Credits
- If Service falls below Uptime for any Period, Qrypt will calculate the lowest Access Fee paid to Qrypt for the one of the prior three (3) Periods of Service and provide a credit to Your account in the amount of five (5%) percent of that lowest Access Fee.
- Credits will be applied to the next invoice following the Period in which Qrypt receives proper notice of the Service falling below Uptime for any Period.
- The parties acknowledge and agree that Your harm caused by Qrypt’s delayed delivery of the Service would be impossible or very difficult to accurately estimate, and that the credits are a reasonable estimate of the anticipated or actual harm that might arise from Qrypt’s failure to meet the SLA.
- The credits set forth in this SLA shall be considered liquidated damages and Your sole and exclusive remedy for the Services to perform below a threshold established by this SLA. You shall not be entitled to any other rights or remedies set forth in the Agreement for Qrypt performance below the requirements of this SLA. Nonetheless, the limitation of liability set forth in the Agreement applies to all claims against Qrypt regardless of whether such a claim alleges Qrypt’s failure to meet the requirements of this SLA.
- Credit Request
To claim a credit because the Service falls below the Uptime for any Period, You must notify Qrypt within 45 days of the end of the Period for which the Service falls below the Uptime. A credit request under the SLA may be communicated to email@example.com or by opening a ticket a www.qrypt.com. After said 45 day period, you expressly waive any credit, or other claim, relating to Service below the Uptime.