This Agreement is between the person or entity agreeing to these terms (“Customer,” “you” or “your”) and NextLabs, Inc., (“NextLabs, “we,” “us,” or “our”). If you are accepting this agreement on behalf of your employer or another legal entity, you represent and warrant that you have the authority to bind that entity and that you agree to these terms on behalf of that entity. If you cannot truthfully make these representations, do not click “accept” below. The terms and conditions of this agreement apply to Customer’s access and use of the NextLabs’ Rights Management SkyDRM Service (“RMS”), including any technology, information, software, materials, and updates that NextLabs makes available to you as part of such services (collectively, the “Services”). 

1.  ABOUT NEXTLABS RIGHTS MANAGEMENT

Terms we use when talking about NextLabs Rights Management SkyDRM:

  • RMS Account is the account you create for using the NextLabs Rights Management Service. 
  • Using NextLabs RMS, you can protect your files and share the same with other users for collaboration. All users are required to have an account in NextLabs RMS for accessing shared files. 
  • NextLabs RMS Tenancy is the logical grouping of users based on the company they belong to. 
  • NextLabs RMS Tenant Administrator is the user who has permission to configure the application for the users of their company. 
  • Enterprise users from a company can share files with users from a different company, provided this is configured by their Tenant Administrator. 
  • A “SkyDRM Rights Management Protection Domain” is an RMS Protection Domain that has been upgraded from an RMS Basic Protection Domain by the organization whose email domain defines that RMS Protection Domain. 

IMPORTANT NOTE: Organizations whose email domain defines the RMS Protection Domain can claim the RMS Protection Key at any time and convert to a SkyDRM Rights Management Paid subscription. The organization may then: take administrative control of the RMS Protection Key, including disabling access to Protected Content; use the RMS Protection Key to decrypt Protected Content (if such Protected Content is otherwise accessible to the IT organization); view the Contact Data, which includes name, profile information, email address, title, time zone and other contact information (as further set forth in the NextLabs Rights Management Privacy Statement), and activities of the users that have used the Protection Key (including data and activity prior to the upgrade); and choose to implement security or privacy policies in addition to those described in this privacy statement. 

Your organization may block your ability to join its tenant. If your organization has done so you can still sign up for the Services as an individual user or join other tenants. However, you will not be able to utilize its policies, group structures, profile, and other information pertaining to the tenant. You should contact your organization with any questions.

2.  YOUR ACCOUNT

Customer may access or use the Services only after it has: (a) accepted the terms and conditions of this agreement; (b) signed up with a Protected Domain email address; and (c) provided a full name and password. You are solely responsible for all activity using the Services. All individuals using the Services must comply with this agreement.

3.  THE SERVICES

3.1 Permissible use of the Services.
(a) Customer may use the Services to create, share and read Protected Content. Customer’s use of the Services is subject to this Agreement, any policies and procedures we designate for use of the Services, and any limits on the number of users who may access or use the Services. 

(b) Customer represents and warrants that: (i) it has, will obtain, and will maintain all necessary rights to its Protected Content, and any other data, software programs or services it uses in connection with the Services; (ii) its use of such Protected Content does not infringe the intellectual property or other proprietary rights of any third party; (iii) it will not access or use the Services in a manner that violates the rights of any third party or which purports to subject NextLabs to any other obligations; and (iv) it will access and use the Services in a manner which complies with all laws and regulations.

3.2 Use Restrictions.
Customer may not: (a) Use the service for business purpose or for profit (b) Remove, modify, or tamper with any regulatory or legal notice or link that is incorporated into the Services; (c) Falsify any protocol or email header information (e.g., “spoofing”) within the Services; or (c) Access or use the Services: (i) in any way prohibited by any law, regulation or governmental order or decree or that violates others’ legal rights; (ii) in any way that could harm the Services or impair anyone else’s use of the Services; (iii) to try to gain unauthorized access to any service, data, or account by any means; (iv) to send “spam” (i.e., unsolicited bulk or commercial messages) or otherwise make available any offering designed to violate these terms (e.g., denial of service attacks, etc.); or (v) through any other Service subscription without the express permission of the subscription holder. 

3.3 Third Party Services. 

If Customer uses any third-party services in connection with the Services, (a) Customer is responsible for complying with all terms of the third party service; (b) NextLabs will not be responsible for any act or omission of the third party, including the third party’s access to or use of Protected Content and (c) NextLabs does not warrant or support any service provided by the third party.

4.  PROPRIETARY RIGHTS

4.1 Reservation of Rights; No Other License.
NextLabs reserves all rights not expressly granted in this agreement. Except as expressly set forth herein, this agreement does not provide Customer with any license or rights to use any data, software programs or services, or to any related or enabling technologies that may be necessary to use such data, software programs or services.

4.2 License to NextLabs. 
Other than as necessary to provide the Services, NextLabs has no right of ownership over Customer’s Protected Content or other information provided by Customer in connection with the use of the Services. Customer is solely responsible for protecting rights it has, or may have, in its Protected Content or information.

5.  PRIVACY

See the NextLabs Rights Management Privacy Statement disclosure relating to the collection and use of your information:  https://www.nextlabs.com/privacy-policy/ 

6. SERVICE LEVELS; SECURITY

6.1 Service Levels. 
NextLabs has no obligation to provide any support services for the Services. The Services may be periodically inaccessible for reasons including maintenance updates, power outages, system failures, extended downtime and other interruptions. During such periods, Customer may be unable to access or use all or a portion of the Services and some or all of Customer’s Protected Content may be inaccessible. If NextLabs determines that an outage or interruption may cause risk to the Services, NextLabs may suspend the Services.

6.2 Security.
NextLabs may apply security technologies and procedures to help protect against unauthorized access or use of the Services. NextLabs does not guarantee the success of such technologies and procedures. Customer is solely responsible for the backup of its Protected Content it uses in connection with the Services.

7. NOTICES

7.1 Notices to Customer.
NextLabs may provide Customer with notices by email or posting any such notices on a portal or web site for the Services. Notices provided to you via email will be deemed given and received on the transmission date of the email. If you can access and use the Services, no other software and hardware is required to receive these notices.

7.2 Notices to NextLabs. 
Customer will provide notices to NextLabs in the manner set forth in the customer support, “Contact Us,” “Feedback,” or “Help” area of the Services. 

8.  FEEDBACK

NextLabs may, at its discretion and for any purpose, use, modify, and incorporate into its products and services, license and sublicense, any feedback, comments, or suggestions Customer sends or post in forums without any obligation to Customer.

9.  INDEMNIFICATION

9.1 By Customer.
Customer will indemnify, defend, and hold harmless NextLabs from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of any claim by a third party against NextLabs and its affiliates regarding: (i) Protected Data or (ii) Customer’s use of the Services in violation of this Agreement.
 

9.2 General.
The party seeking indemnification will promptly notify the other party of the claim and cooperate with the other party in defending the claim. The indemnifying party will have full control and authority over the defense, except that: (i) any settlement requiring the party seeking indemnification to admit liability requires prior written consent, not to be unreasonably withheld or delayed and (ii) the other party may join in the defense with its own counsel at its own expense. THE INDEMNITIES ABOVE ARE NEXTLABS AND CUSTOMER’S ONLY REMEDY UNDER THIS AGREEMENT FOR VIOLATION BY THE OTHER PARTY OF A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS. 

10.  DISCLAIMER OF WARRANTY

THE SERVICES ARE PROVIDED “AS IS.” TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, NEITHER CUSTOMER NOR NEXTLBS AND ITS AFFILIATES, SUPPLIERS, AND DISTRIBUTORS MAKE ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR NON-INFRINGEMENT. CUSTOMER IS RESPONSIBLE FOR MAINTAINING AND BACKING UP ANY STORED DATA. 

11. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT FOR INDEMNIFICATION OBLIGATIONS, NEITHER CUSTOMER NOR NEXTLABS AND ITS AFFILIATES, SUPPLIERS, AND DISTRIBUTORS WILL BE LIABLE UNDER THIS AGREEMENT FOR (I) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR (II) LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. TO THE FULLEST EXTENT PERMITTED BY LAW, NEXTLABS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE LESSER OF $10,000 OR THE AMOUNT PAID BY CUSTOMER FOR THE SERVICES HEREUNDER DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY. 

12.  MODIFYING THE TERMS

NextLabs may revise this Agreement from time to time and the most current version will always be posted on the NextLabs website. If a revision, in NextLabs’s sole discretion, is material, NextLabs will notify Customer (by, for example, sending an email to Customer). Other revisions may be posted to NextLabs’s terms page, and Customer is responsible for checking such postings regularly. By continuing to access or use the Services after revisions become effective, Customer agrees to be bound by the revised Agreement. If Customer does not agree to the revised Agreement terms, Customer may terminate the Services within 30 days of receiving notice of the change. 

13.  TERM; TERMINATION

This agreement is effective on Customer’s acceptance. NextLabs may suspend or cancel the Services, or terminate this agreement at any time for any reason. Upon cancellation, suspension or termination, Customer will have thirty (30) days to extract any Protected Content. There is no guarantee that Protected Content and applications will be retrievable after thirty (30) days. Customer may stop using and accessing the Services at any time without further obligation, whether or not it deletes or extracts its Protected Content. 

14.  MISCELLANEOUS

14.1. Third Parties.
This Agreement is only for the benefit of the parties and only they may enforce it. The parties do not intend to confer any right or benefit on any third party. No third party may commence or prosecute an action against a party on the basis that it is a third party beneficiary of this Agreement. 

14.2. No Waiver.
Any delay or failure by NextLabs to exercise a right or remedy will not result in a waiver of that, or any other, right or remedy. 

14.3. Jurisdiction.
This Agreement shall be governed by the laws of the State of California regardless of conflict of laws principles. The parties irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts in San Mateo County, California, USA, for all disputes arising out of or relating to this agreement. This Agreement does not change your rights under the laws of your country if the laws of your country do not permit it to do so. 

14.4. Interpretation.
If any court of competent jurisdiction determines that any provision of this Agreement is illegal, invalid or unenforceable, the remaining provisions will remain in full force and effect. This agreement, including any other policies or terms incorporated by reference, is the entire agreement between the parties regarding the Services. It supersedes any prior agreements or statements (whether oral or written) regarding the Services, and is separate and independent from any other agreement(s) that may exist between the parties. 

14.5. Assignment.
NextLabs may assign this agreement, in whole or in part, at any time without notice. You may not assign this agreement, or any part of it, to any other third party. Any attempt by you to do so is void. You may not transfer to a third party, either temporarily or permanently, any rights to use the Services or any part of them. 

14.6. Limitation of Claims.
Any claim related to this agreement or the Services is barred unless brought within one year from the date the claim could first be filed. This limitation applies to each party’s successors or assigns. 

14.7. Export.
The export and re-export of Protected Content via the Services may be controlled by the United States Export Administration Regulations or other applicable export restrictions or embargo. The Services may not be used in Cuba, Iran, North Korea, Sudan, or Syria or any country that is subject to an embargo by the United States and Customer must not use the Services in violation of any export restriction or embargo by the United States or any other applicable jurisdiction. In addition, Customer must ensure that the Services are not provided to persons on the United States Table of Denial Orders, the Entity List, or the List of Specially Designated Nationals.