SecurePass Terms of Service

Definitions

To the purpose of the following terms and conditions, the words and expressions starting with a capital letter will convey the meaning stated in the present clause:

  • SecurePass: referred also as “Bank of Identities” or “Service”, is a group of Internet services run by GARL and ruled under SecurePass Terms of Service
  • Terms of Service (TOS): the terms under which SecurePass’ services are delivered. The terms are available at http://www.secure-pass.net/terms
  • Account: a formal relationship between GARL and the Customer ruled by the Terms of Service. The account will deliver part or all of SecurePass services depending on the purchase of the Subscriptions
  • End User: The physical person that uses SecurePass’ Services
  • End User Identity: End User’s personal identity confirmed by any legal mean such as Passports or national ID (i.e. identity card).
  • End User Account: End User’s user name and other personal details as they appear in SecurePass’ Services that are connected to the End User Identity. This can also referred as the End User Digital Identity.
  • Industry standard: common best practices among information technology. In these terms it refers to common sense operating systems and programs procedures to ensure security.
  • Subscription: a grant from GARL to use a part or all of SecurePass services for a given amount of users, time and options that the subscription will allow. The purchase of a Subscription implies the acceptance of the Terms of Service;
  • Confidential Information: anything that is not public information is considered confidential information.
  • Administrators: End User(s) capable of performing administrative tasks on other End Users (ex: End User(s) Account creation, modification, deletion) or modify any aspect of the Service connected to Customer’s SecurePass Account(s)
  • Admin Console: piece of software or SecurePass protected web site through which the Administrators can complete their tasks, i.e. modify any aspect of the Service connected to Customer’s SecurePass Account(s)
  • Customer: an entity that owns a SecurePass Account
  • Effective Date: The day in which the Customer has registered, opened an Account or is start using the Service.
  • Partner: an entity that will be resell Subscriptions to third parties
  • Technical Support: is a service or a group of services that attempt to help the user solve specific problems with SecurePass, in particular this Agreement mean:
    • First level (L1) support: gather the customer’s information and to determine the customer’s issue by analyzing the symptoms and figuring out the underlying problem.
    • Second level (L2) support: assist L1 support on analyse the problem, investigating root causes, identify and solve configuration issues.
    • Third level (L3) support: assist L2 support on SecurePass problems. L3 will only be involved when the issue is not related to any configuration issue, but only to related a SecurePass technical problem that will prevent the Customer from using the Service (ex: troubleshooting).

Acceptance of terms

A. The services that GARL Sagl, a Swiss Company whose registered office is in Zona Stazione, CH-6802 Rivera, provides to the Customer are subject to the following Terms of Service (“TOS”). GARL Sagl reserves the right to update the TOS at any time without notice to Customer. The most current version of the TOS can be reviewed by clicking on the “Terms of Service” hypertext link located at the bottom of our Web pages.

 

B. This Agreement is effective as of the date the Customer register to the Service and/or buys SecurePass’ subscriptions (the “Effective Date”) either directly or through a partner or a subsidiary.

 

B.1. If the Customer register and/or buys SecurePass’ subscriptions through one of his/her partner or his/her subsidiary, his/her partner and/or his/her subsidiary warrants to have:

  1. full legal authority to bind the Customer, or the applicable entity, to these terms and conditions;
  2. read and understand this Agreement;
  3. agreed, on behalf of the represented Customer, to this Agreement.

C. This Agreement governs Customer’s access to and use of SecurePass Services (the “Service” or “Services”).

 

D. This Agreement, which incorporates by reference other provisions applicable to use of SecurePass, including, but not limited to, supplemental terms and conditions set forth hereof (“Supplemental Terms”) governing the use of certain specific material contained in SecurePass, sets forth the terms and conditions that apply to use of SecurePass by Customer. By using GARL Sagl’ services (other than to read this Agreement for the first time), Customer agrees to comply with all of the terms and conditions hereof. The right to use SecurePass is personal to Customer and is not transferable to any other person or entity. Customer is responsible for all use of Customer’s Account (under any screen name or password) and for ensuring that all use of Customer’s Account complies fully with the provisions of this Agreement. Customer shall be responsible for protecting the confidentiality of Customer’s password(s) and any other personal id code.

 

E. GARL Sagl shall have the right at any time to change or discontinue any aspect or feature of SecurePass, including, but not limited to, content, hours of availability, and equipment needed for access or use.

Changed terms

A. GARL Sagl shall have the right at any time to change or modify the terms and conditions applicable to Customer’s use of SecurePass, or any part thereof, or to impose new conditions, including, but not limited to, adding fees and charges for use. Such changes, modifications, additions or deletions shall be effective immediately upon notice thereof, which may be given by means including, but not limited to, posting on SecurePass, or by electronic or conventional mail, or by any other means by which Customer obtains notice thereof. Any use of SecurePass by Customer after such notice shall be deemed to constitute acceptance by Customer of such changes, modifications or additions.

Description of services

Through its systems, GARL Sagl provides to the Customer the services of a bank of digital identities. The mission is to provide secure, reliable, easy and affordable identity services to our customers. SecurePass adopts the same high security standards used in banks and by government institutions. It is designed to be easy to use and easy to integrate. It verifies the Customer users’ identity. The Services, including any updates, enhancements, new features, and/or the addition of any new Web properties, are subject to the TOS.

Equipment

Customer shall be responsible for obtaining and maintaining all telephone, computer hardware, software and other equipment needed for access to and use of the Service or SecurePass and all charges related thereto.

Customer obligations

A. Customer may specify one or more Administrators through the “Admin Console” who will have the rights to access Admin Account(s) and to administer the End User Accounts. Customer is responsible for:

  • maintaining the confidentiality of the Admin Account(s);
  • designating those individuals who are authorized to access the Admin Account(s);
  • ensuring that all activities that occur in connection with the Admin Account(s) comply with the Agreement.

 

B. The Customer’s designated administrators are obliged to verify the End User identity by any legal mean, including but not limited to Passport, Drive License, etc. The Customer is the sole responsible that the real identity of the End User corresponds to the End User information in SecurePass.

 

C. Customer’s Administrators may have the ability to access, monitor, use, or disclose data available to End Users within the End User Accounts. Customer will obtain and maintain all required consents from End Users to allow Customer’s access, monitoring, use and disclosure of this data and GARL Sagl providing Customer with the ability to do so and GARL Sagl to provide the Services.

 

D. Customer and End User will use commercially reasonable efforts to prevent unauthorized use of the Services and to terminate any unauthorized use. Customer will promptly notify GARL Sagl of any unauthorized use of, or access to, the Services of which it becomes aware.

 

E. Customer must provide an internal process and/or procedure to revoke a token or disable a user if End User is reporting a lost or stolen token or any identification mean as provided by the Service. If Customer fails to provide such a service, GARL Sagl will be not held responsible of an improper use of End User’s identity.

 

F. Customer shall use SecurePass for lawful purposes only. Customer shall not transmit or use through SecurePass any material which violates or infringes in any way upon the rights of others, which is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law, or which, without GARL Sagl’s express prior approval, contains advertising or any solicitation with respect to products or services.

 

G. The customer takes care of backups and perform all necessary procedures to require any recovery of the information in the possession of the client systems, including operating systems.

 

H. The Customer must have valid licenses for the software that is not part of the Service itself. GARL Sagl will not be held responsible to third-parties for any missing license.

 

I. SecurePass contains copyrighted material, trademarks and other proprietary information, including, but not limited to, text, software, photos, video, graphics, and the entire contents of SecurePass are copyrighted as a collective work under the Swiss copyright laws. GARL Sagl owns a copyright in the selection, coordination, arrangement and enhancement of such content, as well as in the content original to it. Customer may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the content, in whole or in part. Customer may download copyrighted material for Customer’s personal use only. Except as otherwise expressly permitted under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material will be permitted without the express permission of GARL Sagl and the copyright owner. In the event of any permitted copying, redistribution or publication of copyrighted material, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made. Customer acknowledges that it does not acquire any ownership rights by downloading copyrighted material.

 

L. If any of the Services requires Customer to open an account, Customer must complete the registration process by providing GARL Sagl with current, complete and accurate information as prompted by the applicable registration form. Customer also will choose a password and a Customer name. Customer is entirely responsible for maintaining the confidentiality of Customer password and account. Furthermore, Customer is entirely responsible for any and all activities that occur under Customer account. Customer agrees to notify GARL Sagl immediately of any unauthorized use of Customer account or any other breach of security. GARL Sagl will not be liable for any loss that Customer may incur as a result of someone else using Customer password or account, either with or without Customer knowledge. However, Customer could be held liable for losses incurred by GARL Sagl or another party due to someone else using Customer account or password. Customer may not use anyone else’s account at any time, without the permission of the account holder.

Protection of identities, facilities and data security

GARL Sagl consider the protection of Customer’s and End User’s identities the highest priority. All facilities used to store and process Customer Data will adhere to reasonable security standards no less protective than the security standards at facilities where GARL Sagl stores and processes its own information of a similar type. GARL Sagl has implemented at least industry standard systems and procedures to ensure the security and confidentiality of Customer’s Data protect against anticipated threats or hazards to the security or integrity of Customer’s Data and protect against unauthorized access to or use of Customer’s Data. As part of providing the Services’ GARL Sagl may transfer store and process Customer Data in Switzerland or any other country in which GARL Sagl or its agents/subsidiaries maintain facilities. By using the Services, Customer consents and agrees to this transfer processing and storage of Customer Data.

Delivery of the service

GARL Sagl has optimized its SecurePass Service by choosing data centers with the highest degree of uptime, using the best techniques for high reliability and geographic redundancy, carrying out regular backups of data on different media and distributing information in different nations.

 

The multi-national high-availability is currently limited to the RADIUS and LDAP service. In order to leverage our high-available configuration, the customer must specify in his configuration a primary, secondary and a tertiary (if available) source for RADIUS and/or LDAP.

 

From the above service, the following is excluded from high-availability:

  • The web administration interface and -in general- any administrative interface;
  • The Web Single Sign-On (CAS) service
  • Maintenance work scheduled during the hours of maintenance (including unannounced interruption of service)

 

For more information, refer to the “Indemnification” and “Disclaimer of Warranty; Limitation of Liability” sections of this Agreement.

Additional software

A. During the delivery of the Service, additional software might be provided to the Customer, included but not limited to software tokens for mobile/smartphones, software token for computers, proxy/systems installed at customer premises or third parties locations.

 

B. GARL Sagl exclude any warranty for the provided software, to the extent permitted by applicable law. The programs are provided “AS IS” without warranty of any kind, either expressed or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose. The entire risk as to the quality and performance of the program is with the Customer. Should the program prove defective, GARL Sagl will do its best to cooperate with software developers to correct the issue, but does not guarantee any resolution to the issue itself.
In no event GARL Sagl, unless required by applicable law or agreed to in writing will any copyright holder, or any other party who may modify and/or redistribute the program, be liable to Customer for damages, including any general, special, incidental or consequential damages arising out of the use or inability to use the program (including but not limited to loss of data or data being rendered inaccurate or losses sustained by you or third parties or a failure of the program to operate with any other programs), even if such holder or other party has been advised of the possibility of such damages.

Technical support services

By Customer: Customer will, at its own expense, provide an internal helpdesk and support team to respond to questions, complaints, token (and other identification hardware/software) handling from End Users or third parties relating to Customer’s or End Users’ use of SecurePass Services. Customer will use all reasonable efforts to resolve support issues before escalating them to Partner’s or SecurePass’ support team.

 

By Partner: SecurePass and GARL Sagl partners might provide an optional support services to its own customers. If such support is available, the partner must do all reasonable efforts to resolve the issue before escalating to SecurePass support services.

 

By SecurePass/GARL Sagl: If Customer or Partner cannot resolve a support issue consistent with the above, then Customer may escalate the issue to SecurePass support team. SecurePass will provide only Level 3 (L3) support to the Customer, which means that the escalated issue is not related to any configuration issue, but only to related a technical problem that will prevent the Customer from using the Service (ex: troubleshooting). Any person that will interact with SecurePass support team must be technically trained on any involved internet protocols and operating systems/programming languages, including but not limited to RADIUS, LDAP and web protocols. GARL Sagl will provide its best efforts to work on the issue. If the issue is related to a configuration problem or to a non-trained Customer, GARL Sagl will reserve the right of charge Customer or Partner with a per-diem consultancy fee; in case of no agreement, the fee will be 1200 CHF/day. SecurePass support team will operate within the working hours, i.e. Mon-Fri 9am-1pm 2pm-6pm Central European Time (CET), with the exclusion of holidays.

Confidential information

Each party will: protect the other party’s Confidential Information with the same standard of care it uses to protect its own Confidential Information; and not disclose the Confidential Information, except to Affiliates, employees and agents who need to know it and who have agreed in writing to keep it confidential. Each party (and any Affiliates’ employees and agents to whom it has disclosed Confidential Information) may use Confidential Information only to exercise rights and fulfill its obligations under this Agreement, while using reasonable care to protect it. Each party is responsible for any actions of its Affiliates’ employees and agents in violation of this Section.
Confidential Information does not include information that: the recipient of the Confidential Information already knew; becomes public through no fault of the recipient; was independently developed by the recipient; or was rightfully given to the recipient by another party.
Each party may disclose the other party’s Confidential Information when required by law but only after it’ if legally permissible: uses commercially reasonable efforts to notify the other party; and gives the other party the chance to challenge the disclosure.
Neither party may make any public statement regarding the relationship contemplated by this Agreement without the other party’s prior written consent.

Subscription

GARL Sagl sells subscriptions that entitle you to access the Service and/or Additional Software during the period of the subscription (generally, one or three years). Whether the Customer purchase subscriptions for the Services from GARL Sagl or though a subsidiary or a partner, the Customer will automatically accept this Agreement.
The Subscription is a grant from GARL Sagl to use a part or all the Service.
The Customer can use the Service for the amount of users, time and options that the subscription will allow.
The Customer might at any time extend his/her subscription: for the number of users, amount of time or any additional option.
Upon the end of the Subscription period, the Customer will not be able to access all or part of the Service, unless Customer decides to extend his/her subscription.

Payment

All payments due are in Swiss Francs (CHF) unless otherwise indicated on the Order Page or invoice.
Unless agreed otherwise, payment is due 30 days from the invoice date. In case of missing or delayed payment, be it a Customer or Partner fault, GARL Sagl reserves the right to disable the Customer’s accounts.

Notice specific to software available on this website

Any software that is made available to download from the Services (“Software”) is the copyrighted work of GARL Sagl and/or its suppliers. Use of the Software is governed by the terms of the end Custumer license agreement, if any, which accompanies or is included with the Software (“License Agreement”). An end Custumer will be unable to install any Software that is accompanied by or includes a License Agreement, unless he or she first agrees to the License Agreement terms.

 

The Software is made available for download solely for use by end Customers according to the License Agreement. Any reproduction or redistribution of the Software not in accordance with the License Agreement is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible.

 

WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED, UNLESS SUCH REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PERMITTED BY THE LICENSE AGREEMENT ACCOMPANYING SUCH SOFTWARE. THE SOFTWARE IS WARRANTED, IF AT ALL, ONLY ACCORDING TO THE TERMS OF THE LICENSE AGREEMENT. EXCEPT AS WARRANTED IN THE LICENSE AGREEMENT, GARL Sagl HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE SOFTWARE, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

 

FOR YOUR CONVENIENCE, GARL Sagl MAY MAKE AVAILABLE AS PART OF THE SERVICES OR IN ITS SOFTWARE PRODUCTS, TOOLS AND UTILITIES FOR USE AND/OR DOWNLOAD. GARL Sagl DOES NOT MAKE ANY ASSURANCES WITH REGARD TO THE ACCURACY OF THE RESULTS OR OUTPUT THAT DERIVES FROM SUCH USE OF ANY SUCH TOOLS AND UTILITIES. PLEASE RESPECT THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS WHEN USING THE TOOLS AND UTILITIES MADE AVAILABLE ON THE SERVICES.

Notice specific to documents available on this website

Permission to use Documents (such as white papers, press releases, datasheets and FAQs) from the Services is granted, provided that (1) the below copyright notice appears in all copies and that both the copyright notice and this permission notice appear, (2) use of such Documents from the Services is for informational and non-commercial or personal use only and will not be copied or posted on any network computer or broadcast in any media, and (3) no modifications of any Documents are made. Accredited educational institutions, such as universities, private/public colleges, and state community colleges, may download and reproduce the Documents for distribution in the classroom. Distribution outside the classroom requires express written permission. Use for any other purpose is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible.

 

GARL Sagl AND/OR ITS RESPECTIVE SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE INFORMATION CONTAINED IN THE DOCUMENTS AND RELATED GRAPHICS PUBLISHED AS PART OF THE SERVICES FOR ANY PURPOSE. ALL SUCH DOCUMENTS AND RELATED GRAPHICS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. GARL Sagl AND/OR ITS RESPECTIVE SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. IN NO EVENT SHALL GARL Sagl AND/OR ITS RESPECTIVE SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF INFORMATION AVAILABLE FROM THE SERVICES.

 

THE DOCUMENTS AND RELATED GRAPHICS PUBLISHED ON THE SERVICES COULD INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. GARL Sagl AND/OR ITS RESPECTIVE SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE PRODUCT(S) AND/OR THE PROGRAM(S) DESCRIBED HEREIN AT ANY TIME.

Notices regarding software, documents and services available on this site

IN NO EVENT SHALL GARL Sagl AND/OR ITS RESPECTIVE SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF SOFTWARE, DOCUMENTS, PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR INFORMATION AVAILABLE FROM THE SERVICES.

Disclaimer of warranty; limitation of liability

A. CUSTUMER EXPRESSLY AGREES THAT USE OF SecurePass IS AT CUSTUMER’S SOLE RISK. NEITHER GARL Sagl, ITS AFFILIATES NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS OR LICENSORS WARRANT THAT SecurePass WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF SecurePass, OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICE, OR MERCHANDISE PROVIDED THROUGH SecurePass.

 

B. SecurePass IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THIS AGREEMENT.

 

As part of the Service, GARL Sagl can not be held responsible in any way with respect to data provided by the customer or companies involved.

 

GARL Sagl will not be held responsible for the design problems arising from failure to submit the information required by the customer or companies involved.

 

GARL Sagl has optimized its SecurePass Service by choosing data centers with the highest degree of uptime, using the best techniques for high reliability and geographic redundancy, carrying out regular backups of data on different media and distributing information in different nations. However GARL Sagl excludes any liability due to direct or indirect damage from third parties (eg, disruptions related to the data center), from human errors not attributable to fraud, by natural events (eg, earthquakes, fires, etc. …) and/or socio-political events (eg, riots, wars, terrorism, etc …)

 

GARL Sagl will not be held responsible for Customer configuration problems that lead to a possible malfunction, e.g. by failing to specify a primary/secondary/tertiary source of authentication and/or f forgetting to handle a datacenter failure.

 

When exporting Customer’s data, GARL Sagl disclaims any liability for lost data and/or identity theft due to Customer’s improper storage of the archive.

 

During any consulting activities, be it local or remote (ex: Technical Support), the consultant(s) will do everything in their power to avoid causing disruption of any Customer service; however GARL Sagl assumes no liability for damages arising from such activity.

 

C. THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. CUSTUMER SPECIFICALLY ACKNOWLEDGES THAT GARL Sagl IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER CUSTUMERS OR THIRD-PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH CUSTUMER.

 

D. IN NO EVENT WILL GARL Sagl, OR ANY PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DISTRIBUTING SecurePass OR THE GARL Sagl SOFTWARE, BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE SecurePass. CUSTUMER HEREBY ACKNOWLEDGES THAT THE PROVISIONS OF THIS SECTION SHALL APPLY TO ALL THE SERVICES PROVIDED BY GARL Sagl.

 

E. IN ADDITION TO THE TERMS SET FORTH ABOVE NEITHER, GARL Sagl, NOR ITS AFFILIATES, INFORMATION PROVIDERS OR CONTENT PARTNERS SHALL BE LIABLE REGARDLESS OF THE CAUSE OR DURATION, FOR ANY ERRORS, INACCURACIES, OMISSIONS, OR OTHER DEFECTS IN, OR UNTIMELINESS OR UNAUTHENTICITY OF, THE INFORMATION CONTAINED WITHIN SecurePass, OR FOR ANY DELAY OR INTERRUPTION IN THE TRANSMISSION THEREOF TO THE CUSTUMER, OR FOR ANY CLAIMS OR LOSSES ARISING THEREFROM OR OCCASIONED THEREBY. NONE OF THE FOREGOING PARTIES SHALL BE LIABLE FOR ANY THIRD-PARTY CLAIMS OR LOSSES OF ANY NATURE, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, PUNITIVE OR CONSEQUENTIAL DAMAGES.

 

F. FORCE MAJEURE – NEITHER PARTY WILL BE RESPONSIBLE FOR ANY FAILURE OR DELAY IN PERFORMANCE DUE TO CIRCUMSTANCES BEYOND ITS REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, ACTS OF GOD, WAR, RIOT, EMBARGOES, ACTS OF CIVIL OR MILITARY AUTHORITIES, FIRE, FLOODS, ACCIDENTS, SERVICE OUTAGES RESULTING FROM EQUIPMENT AND/OR SOFTWARE FAILURE AND/OR TELECOMMUNICATIONS FAILURES, POWER FAILURES, NETWORK FAILURES, FAILURES OF THIRD PARTY SERVICE PROVIDERS (INCLUDING PROVIDERS OF INTERNET SERVICES AND TELECOMMUNICATIONS). THE PARTY AFFECTED BY ANY SUCH EVENT SHALL NOTIFY THE OTHER PARTY WITHIN A MAXIMUM OF FIFTEEN (15) DAYS FROM ITS OCCURENCE. THE PERFORMANCE OF THS AGREEMENT SHALL THEN BE SUSPENDED FOR AS LONG AS ANY SUCH EVENT SHALL PREVENT THE AFFECTED PARTY FROM PERFORMING ITS OBLIGATIONS UNDER THIS AGREEMENT.

Indeminification

Customer agrees to defend, indemnify and hold harmless GARL Sagl, its affiliates and their respective directors, officers, employees and agents from and against all claims and expenses, including attorneys’ fees, arising out of the use of GARL Sagl’ services by Customer or Customer’s Account.

 

If the Service has technical difficulties that are not excluded by the section “Disclaimer of Warranty; Limitation of Liability” and by the section ” Delivery of the Service “, the Customer can request reimbursement for the inability of using the Service. The reimbursement will be calculated on a “pro-rata” basis for the amount of time that the Customer is not able to access the Service. The amount of the reimbursement will be based on the actual amount of money GARL Sagl received for the Service, either through the Customer or the Partner. In order to qualify for the reimbursement, the Customer must provide a valid copy of the invoice connected to its subscriptions.

 

If the Customer is the source of a technical problem that can create any loss, damage or disruption of service, GARL Sagl will reserve the right to prosecute the Customer or offending party, even on behalf of its customers.

 

Free services, including but not limited to promotions, educational programs or special programs, cannot qualify for any indemnification from GARL Sagl

Suspension and security issues

If GARL Sagl becomes aware of an End User’s violation of the Agreement, then GARL may specifically request that Customer Suspend the applicable End User Account. If Customer fails to comply with GARL’s request to Suspend an End User Account, then GARL may do so. The duration of any Suspension by GARL will be until the applicable End User has cured the breach which caused the Suspension.

 

Notwithstanding the foregoing, if there is an Emergency Security Issue, then GARL Sagl may automatically Suspend the offending use. Suspension will be to the minimum extent and of the minimum duration required to prevent or terminate the Emergency Security Issue. If GARL Sagl suspends an End User Account for any reason without prior notice to Customer’ at Customer’s request’ GARL Sagl will provide Customer the reason for the Suspension as soon as is reasonably possible.

 

In case of an Emergency Security situation, GARL Sagl might, at own discretion, suspend all or part of the Service if there is a suspect of violation of the Security in order to protect Customer’s identities, for example an Internet attack. GARL Sagl will consider the protection of the identities as an higher priority of providing the Service to the Customer.

 

Under any of the above cases, GARL Sagl will be not considered responsible for suspending the service and will not provide indemnification.

 

GARL Sagl reserves the right to terminate Customer’s access to any or all of the Communication Services at any time, without notice, for any reason whatsoever. GARL Sagl reserves the right at all times to disclose any information as it deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in GARL Sagl’s sole discretion.

 

Always use caution when giving out any personally identifiable information in any Communication Services. GARL Sagl does not control or endorse the content, messages or information found in any Communication Services and, therefore, GARL Sagl specifically disclaims any liability with regard to the Communication Services and any actions resulting from Customer participation in any Communication Services. Managers and hosts are not authorized GARL Sagl spokespersons, and their views do not necessarily reflect those of GARL Sagl.

Termination

A. Either party may suspend performance or terminate this Agreement if:

  • the other party is in material breach of the Agreement and fails to cure that breach within thirty days after receipt of written notice;
  • the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within ninety days;
  • the other party is in material breach of this Agreement more than two times notwithstanding any cure of such breaches.
  • the other party is misusing the service, conducting any crime or illegal action

 

B. Either party can terminate/cancel the agreement with 60 days notice starting from the reception of the notice itself. The customer must inform GARL Sagl via registered mail to the following address: GARL Sagl – CP 510 / Zona Stazione – CH-6802 Rivera (Switzerland). In case of voluntary termination by the Customer, GARL Sagl will not reimburse the remaining active subscriptions.

 

C. Upon termination of the contract, the subscriptions, or at any time, Customer might request a copy of the data in GARL’s possession in a readable format. Such operation is subject to a separate charge that is comparable to a remote consultancy; unless stated otherwise, the associated cost will be 1200 CHF/day.

Miscellaneous

This Agreement and any operating rules for SecurePass established by GARL Sagl constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede all previous written or oral agreements between the parties with respect to such subject matter. This Agreement shall be construed in accordance with the Swiss laws without regard to its conflict of laws rules. The Customer and GARL Sagl agree to submit to the personal and exclusive jurisdiction of the court of Lugano, Switzerland Notwithstanding this, GARL Sagl shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any applicable jurisdiction.No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not be given any legal import. This Agreement can be transferred at any time by GARL to any third party.

Intellectual property rights and brand features

GARL Sagl, SecurePass and the related logos are trademarks of GARL Sagl. All rights reserved. All other trademarks appearing on GARL Sagl are the property of their respective owners.

 

Except as expressly set forth herein, 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 GARL Sagl owns all Intellectual Property Rights in the Services.

 

GARL Sagl may display only those Customer Brand Features authorized by Customer (such authorization is provided by Customer providing its Brand Features into the Services), and only within designated areas of the Service Pages. Neither party may display or use the other party’s Brand Features beyond what is allowed in this Agreement without the other party’s prior written consent.

 

Any use of a party’s Brand Features will inure to the benefit of the party holding Intellectual Property Rights in those Brand Features. A party may revoke the other party’s right to use its Brand Features pursuant to this Agreement with written notice to the other and a reasonable period to stop the use.

 

The names of actual companies and products mentioned herein may be the trademarks of their respective owners. The example companies, organizations, products, domain names, email addresses, logos, people and events depicted herein are fictitious. No association with any real company, organization, product, domain name, email address, logo, person, or event is intended or should be inferred.

 

Any rights not expressly granted herein are reserved.

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