EmailSentry™ License Agreement

This EmailSentry License Agreement and applicable invoice(s) (together “the Agreement”) control the use of the software product EmailSentry™ (“EmailSentry”). Signature is not required by either party for the Agreement to be binding.

EmailSentry is a Microsoft Outlook add-in that detects whether TLS encryption is maintained by each recipient and relays that information back to the sender immediately so that the sender can know the information is secure or can decide to resolve the detected issues.

EmailSentry cannot and does not access, obtain, maintain, or use any email content or address, any Licensee data or code, or any personally identifiable information. For more on how the add-in works, see https://www.checktls.com/EmailSentry/design.html.

EmailSentry is owned and licensed (not sold) by SecurEmail, LLC (“Licensor”). By using EmailSentry you indicate that you, your employees, your contractors, and all others over whom you have control (“Licensee”) agree to the following licensing terms. If you do not agree, do not install, download, access, or otherwise use EmailSentry.

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  1. License Grant. Licensor grants Licensee a limited, non-exclusive, fee-bearing license (the “License”) to install and use EmailSentry on the number of computer systems and originating IP addresses set forth in the applicable invoice(s), incorporated herein by reference.
  2. Support. Licensor will provide maintenance upgrades, bug fixes, and email support at no additional cost during the Term. Licensor may increase response times for any computer system that tests more than 500 Internet Domain Names in a 24-hour period.
  3. Prohibited Uses. Licensor does not grant Licensee any rights or licenses of any kind, express or implied, other than those specifically set forth herein. Licensee will not, nor allow others to: a) reverse engineer EmailSentry or any components; b) modify, sublicense, resell, repackage, or use EmailSentry to create derivative works; c) distribute or permit access to EmailSentry to any third parties other than its employees, contractors, and others over whom Licensee has control; or d) alter, remove, or add any trademarks, copyrights, or other proprietary notices.
  4. Term. The term of the License will commence on the date Licensee pays the license fee or uses EmailSentry, whichever occurs first, and will remain in effect for one year (the “Initial Term”). The Agreement may be renewed for consecutive one-year terms (each a “Renewal Term”) upon notice of renewal and payment from Licensee prior to the expiration of the then current Term.
  5. Termination. Licensor may terminate the License if Licensee materially breaches the Agreement and such breach remains uncured more than 30 days after receipt of written notice of such breach. All rights granted herein will immediately cease upon the expiration of any Term or upon termination of the Agreement after which Licensee will promptly uninstall all copies of EmailSentry and attest to the same in writing, email acceptable, to Licensor.
  6. Fees. Licensee will pay all fees in USD to Licensor within 30 days of the date of the invoice. Licensor may change the fees and licensing terms, in its sole discretion and with reasonable notice to Licensee, for future Initial and Renewal Terms. Licensee will pay and be solely liable for all taxes, including sales, use, duties, excise, and other taxes related to EmailSentry.
  7. Proprietary Rights. EmailSentry will at all times remain the sole property of SecurEmail, LLC. Except for the license to install and use EmailSentry, nothing contained herein grants to Licensee any intellectual or other right, title, or interest in any part of EmailSentry or any updates or improvements thereto. Licensee shall protect EmailSentry from unauthorized use, access, and disclosure with at least the same degree of care that Licensee uses to protect its own proprietary information, but in no case less than reasonable care.
  8. Disclaimer. EmailSentry is provided “as is” and without warranty of any kind, express or implied, including implied warranties of merchantability.
  9. Indemnity. Licensor warrants that it has the right to disclose, authorize, and license the use of EmailSentry in the manner and to the extent set forth herein, and that doing so does not violate the rights of any third parties. Licensor will indemnify, defend, and hold Licensee harmless from and against all claims, losses, damages, costs and expenses suffered, incurred, or sustained by Licensee resulting from, arising out of, or relating to any actual third party claims of violations of intellectual property rights.
  10. Limitation of Liability. With the exception of the indemnity obligations set forth above, Licensor will not under any circumstances be liable for any consequential, special, incidental, exemplary, or indirect damages, including without limitation lost profits or opportunity, relating to the License regardless of whether Licensor has been advised of the possibility of such damages. Licensor’s total cumulative liability in connection with the License will not exceed the amount of license fees paid by Licensee in the 12 months immediately preceding the events giving rise to such claim.
  11. Choice of Law. The Agreement is governed by the laws of the State of New York.
  12. Dispute Resolution. The parties agree to notify each other in writing of any dispute related to the Agreement describing all relevant information in reasonable detail, and to conference to seek agreed corrective action. The parties agree to settle all disputes by binding arbitration with the American Arbitration Association and its Commercial Arbitration Rules, and that the judgment of the arbitrator(s) will be entered in the appropriate court. However, either party may seek interim or permanent relief in any court having competent jurisdiction for any issue relating to confidentiality obligations or intellectual property rights, which both parties agree will cause irreparable harm for which monetary damages are inadequate.
  13. No Partnership or Agency. Neither party shall act as an employee, agent, subcontractor, or representative of the other related to the purposes of the Agreement. Nothing in the Agreement will constitute a joint venture or partnership for any purpose or create any employment or fiduciary relationship between the parties. Neither party has any authority to create or assume, in the name or on behalf of the other, any obligation, expressed or implied.
  14. Entire Agreement & Amendments. The Agreement constitutes the entirety of the contractual terms between the parties with respect to EmailSentry and supersedes all prior and subsequent communications and agreements, either oral or written, unless an amendment or change is in writing and signed by both parties.
  15. Transfer and Assignment. Licensee may not assign, delegate, or otherwise transfer any rights or obligations under the Agreement without the prior written consent of Licensor.
  16. End of License

    2019-06-18