Vitrium’s Software was created to strike a balance between the level of protection and user experience. As such, while no content security or DRM software can claim to be impenetrable, Vitrium strives to provide the most optimal balance. For more information about Vitrium’s security policy, visit http://www.vitrium.com/security-policy. Vitrium reserves the right to modify its security policy at its sole discretion at any time and from time to time.
Vitrium protected content does not require Authorized Users (“Users”) to download additional plug-ins or apps to view and access content. Depending on which secure content output the Customer distributes, Users can view content on a web browser using Vitrium’s HTML5 web viewer, video viewer, or with the popular PDF viewing application Adobe Acrobat Reader DC or Adobe Acrobat Pro DC.
“Authorized Users” or “Users” means the end users or the people or companies who will be accessing or unlocking the content or files protected with Vitrium’s Software.
“Customer Data” means all electronic data or information submitted by the Customer to the Service.
“Documentation” means the online help guide and other documentation provided to the Customer, as may be revised, modified, or updated from time to time.
“Software” or “Service” means the online, web-based content security service provided to the Company, including any associated offline components.
“Vitrium Security” means the content security and digital rights management (DRM) software-as-a-service program provided by Vitrium for Customer to protect various types of content.
2. GRANT OF LICENSE
Upon Customer’s payment of the fees and subject to the terms, conditions and limitations of this Agreement, Vitrium grants to Customer a limited, non-exclusive, non-assignable, non-sublicensable license to use the Service and the Documentation.
3. PROPRIETARY RIGHTS
3.1 Reservation of Rights. Customer acknowledges that in providing the Service, Vitrium utilizes (i) the Vitrium name, the Vitrium logo, the Vitrium domain name, the product and service names associated with the Service, and other trademarks and service marks; (ii) certain audio and visual information, documents, software and other works of authorship; and (iii) other technology, software, hardware, products, processes, algorithms, user interfaces, know-how and other trade secrets, techniques, designs, inventions and other tangible or intangible technical material or information (collectively, “Vitrium Technology”) and that the Vitrium Technology is covered by intellectual property rights owned or licensed by Vitrium (collectively, “Vitrium IP Rights”). Other than as expressly set forth in this Agreement, no license or other rights in or to the Vitrium Technology or Vitrium IP Rights are granted to Customer, and all such licenses and rights are hereby expressly reserved.
4. USE OF THE SERVICE
4.1 Vitrium Responsibilities. Vitrium agrees: (i) not to use, edit or disclose Customer Data to any party not involved in providing the Service or not authorized to use the Service; (ii) to maintain the security and integrity of the Service and the Customer Data; (iii) to provide standard support to the Customer, as per the details below; and (iv) to use commercially reasonable efforts to make the Service generally available 24 hours a day, 7 days a week, except for: (a) planned downtime or (b) downtime caused by circumstances beyond Vitrium’s reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems not involving Vitrium employees, computer or telecommunications failures or delays involving hardware or software not within Vitrium’s possession or reasonable control, and network intrusions or denial of service attacks, but only to the extent unavailability results notwithstanding the exercise by Vitrium of reasonable care and due diligence to avoid or mitigate the same in anticipation of or in response to such causes.
4.2 Vitrium Support. Vitrium will provide direct support to the Customer per its support policies outlined here: https://www.vitrium.com/support-policy. The Customer is responsible for providing direct support to its Users. If the Customer cannot resolve any issues by working directly with its Users, the Customer may request that Vitrium work directly with the User. This type of support should be considered as an exception and is offered at the discretion of Vitrium. The Customer may purchase the Elite Support package at Vitrium’s then current rates. All such support will be subject to the terms and conditions set forth herein. Vitrium reserves the right to modify its support policy at its sole discretion at any time and from time to time.
4.3 Customer Responsibilities. Customer is responsible for all activities that occur under the Customer’s accounts. Customer shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data; (ii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Service, and notify Vitrium promptly of any such unauthorized use; and (iii) comply with all applicable local, provincial, federal, and foreign laws in using the Service and, if using the Service outside of Canada, not use the Service in a manner that would violate any federal, provincial or state laws of Canada or Country outside of Canada if conducted therein.
4.4 Restriction. Customer shall not (i) modify, copy or create derivative works based on the Service, Vitrium Technology or Vitrium IP Rights; (ii) create Internet “links” to or from the Service, or “frame” or “mirror” any content forming part of the Service, other than on Customer’s own intranets or otherwise for its own internal business purposes; or (iii) disassemble, reverse engineer, or decompile the Service or Software, or access it in order to (A) build a competitive product or service (B) build a product or service using similar ideas, features, functions or graphics of the Service or Software, or (C) copy an ideas, features, functions or graphics of the Service or Software other than on Customer’s own intranets for its own internal business purposes.
4.5 Use Guidelines. Customer shall use the Service solely for its internal business purposes as contemplated by this Agreement and shall not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party, other than as contemplated by this Agreement; (ii) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (iii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortuous material, including material harmful to children or violative of third party privacy rights; (iv) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (v) interfere with or disrupt the integrity or performance of the Service of the data contained therein; or (vi) attempt to gain unauthorized access to the Service or is relate system or networks.
4.6 Third-Party Providers. Vitrium does not warrant any third-party providers or any of their products or services, whether or not such products or services are designated by Vitrium as “certified”, “validated” or otherwise. Any exchange of data or other interaction between Customer and a third-party provider, and any purchase by Customer of any product or service offered by such third-party provider, is solely between Customer and such third-party provider.
5. SUBSCRIPTION FEES
5.1 Subscription Fees. During the term of the Agreement, Customer shall pay a subscription fee for use and access to the Service (“Fee”) based on the price provided by Vitrium via the Proposal or Order Form. Fees will be due prior to the use of the Service. In the event that this Agreement is not terminated at the end of each billing period, Vitrium reserves the right to amend the pricing model and increase the Fee, provided it gives the Customer at least thirty (30) days’ notice.
5.2 Suspension of Service. If Customer’s account is overdue thirty (30) days (except with respect to charges then under reasonable and good faith dispute), in addition to any of its other rights or remedies, Vitrium reserves the right to suspend the Service provided to Customer, without liability to Customer, until such amounts are paid in full.
5.3 Taxes. Unless otherwise stated, Vitrium’s fees do not include any local, provincial, state or federal taxes, levies or duties of any nature (“Taxes”). Customer is responsible for paying all Taxes, excluding only taxes based on Vitrium’s income. If Vitrium has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, the appropriate amount shall be invoiced to and paid by Customer unless Customer provides Vitrium with a valid tax exception certificate authorized by the appropriate taxing authority.
5.4 Overdue Payments. All overdue payments by the Customer shall bear interest at the rate of eighteen percent (18%) per annum or the maximum rate of interest permitted by law, whichever is lower, from the due date until paid in full.
5.5 Order Documents Part of Agreement. All ordering documents accepted by Vitrium and all invoices issued by Vitrium to the Customer are hereby incorporated into this Agreement by this reference and form a part of this Agreement.
6. TERM AND TERMINATION
6.1 Term of Agreement. This Agreement commences on the date that the Customer accepts these Terms (the “Effective Date”) and will automatically renew each billing period until this Agreement is terminated in accordance with its terms set out herein.
6.2 Termination. Either party may terminate this Agreement at the end of each billing period without cause by providing at least thirty (30) days’ written notice to the other party indicating such termination. Vitrium may immediately terminate this Agreement at any time if the Customer fails to fully comply with the terms and conditions of this Agreement, or if the Customer becomes insolvent or seeks protection, voluntarily or involuntarily, under any bankruptcy law. Upon expiry or termination of this Agreement:
a) Vitrium may declare all amounts owing to Vitrium to be immediately due and payable;
b) Vitrium will be released of any obligations hereunder without liability to or recourse by the Customer;
c) the Customer will be obligated to pay any fees accrued or payable to Vitrium prior to the effective date of termination;
d) all content protected by Vitrium’s Software will not unlock or be accessible to Users; and
e) Vitrium will retain any information, data, files and associated content pertaining to the Customer and this Agreement for 30 days following such termination or discontinuance, after which Vitrium has the right but not the obligation (except as required by law) to delete all such information, data, files and associated content.
6.3 Return of Files and Customer Data. Upon request by the Customer made prior to the effective date of termination, Vitrium will make available to the Customer for download, all of the unprotected files that are stored on the Vitrium serve and/or a file of the Customer data in comma separated value (.csv) format.
The Customer agrees that the Software, Service, Vitrium IP Rights and Documentation, underlying ideas, concepts, processes, algorithms, procedures, routines, specifications, systems, codes, designs, layouts, and functionality are confidential and constitute confidential information and trade secrets owned by Vitrium. The Customer further agrees not to publish, disclose, transfer, distribute or use for any purpose not authorized by this Agreement any confidential information or trade secrets without prior written consent from authorized personnel at Vitrium. The Customer agrees that this covenant to protect the confidential information shall remain in effect after the expiry or termination of this Agreement for a period of two (2) years, and this covenant to protect the trade secrets shall remain in effect after the expiry or termination of this Agreement for so long as such trade secrets remain trade secrets. In the event of any dispute, Vitrium may at any time designate which items constitute either trade secrets or confidential information. The Customer agrees to use the same reasonable efforts in the circumstances to protect and maintain the confidentiality of the confidential information and trade secrets as the Customer would use to protect and maintain the confidentiality of the Customer’s own confidential information and trade secrets of a similar nature.
The Customer will not take any action to jeopardize, limit or interfere in any manner with Vitrium’s ownership with respect to the Software and Vitrium IP Rights. The Customer acknowledges and agrees that Vitrium and its licensors retain all title, copyrights, patents and other proprietary rights in and to the Software (including but not limited to any images, photographs, animations, video, audio, music, text and “applets” incorporated into the Software), any accompanying printed materials and any copies of the Software. All title and intellectual property rights in and to the content which may be accessed through use of the Software is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This Agreement grants the Customer no rights to use such content. The Customer agrees that any updates, patches, bug fixes, workarounds, upgrades, and enhancements to the Software utilized in connection with any services will be the sole and exclusive property of Vitrium and will be subject to use by the Customer in accordance with the terms and conditions of this Agreement and only if this Agreement has not been terminated.
In the event of the invalidity or unenforceability of any portion or provision of this Agreement, the parties agree that to such extent only such portions or provisions are to be severed herefrom, and that such invalidity or unenforceability shall not affect the validity or enforceability of the remaining portions or provisions of this Agreement which shall remain in full force and effect. Except as provided elsewhere in this Agreement, Vitrium or the Customer may not change, waive, modify, or amend this Agreement, except by written agreement signed by both parties. This Agreement may be signed by the parties in counterparts which when taken together will constitute one agreement. The signatures of either party to this Agreement or on any communication relating to this Agreement may be sent by electronic or facsimile transmission, and when so received will be treated in the same manner as an originally executed agreement or communication. The Agreement may not be transferred or assigned in whole or in part in any manner directly or indirectly without the prior written consent of Vitrium. If the Agreement or the license is assigned or transferred or sub-licensed, the Agreement will be binding on the license recipient. The Agreement may be assigned by Vitrium. The laws of the province of British Columbia govern this Agreement. All actions, suits or proceedings shall be brought and prosecuted by the Customer in the province of British Columbia, and may be brought and prosecuted by Vitrium in the province of British Columbia or elsewhere where the Customer has a presence, and the Customer hereby submits to the jurisdiction of the courts of and in the province of British Columbia. Vitrium shall not be responsible for failure to perform its obligations under this Agreement due to causes beyond its control. In the Agreement, words in the singular include the plural and the masculine includes the feminine and neuter and vice versa. If the Customer is more than one person, firm, corporation or other entity, the liability of the Customer hereunder is both joint and several.
10. NO WAIVER
No waiver by Vitrium of strict compliance with this Agreement by the Customer shall constitute a continuing waiver of strict compliance with the particular obligation, or a waiver of any subsequent strict compliance by the Customer with the same or any other obligation hereunder.
11. FURTHER ACTS AND DOCUMENTS
The parties agree to carry out and perform all such further acts and deeds and to make, execute and deliver all such further documents, instruments, agreements and assurances as may be required in order to carry out the terms and conditions of this Agreement in accordance with their expressed intent.
12. LIMITED WARRANTY
Vitrium warrants the Service will be available for online access by the Customer ninety-nine percent (99%) of the time, twenty-four (24) hours per day, seven (7) days per week. The Service will be deemed “available” if the networking components and systems are available and responding to monitoring tools as designed and in a non-degraded manner. Unless categorized as an emergency maintenance window, Vitrium will schedule and provide periodic maintenance or upgrades of the Service, providing at least twenty-four (24) hours’ written notice to the Customer when such maintenance is scheduled. Scheduled downtime represents time to perform routine release upgrades, non-emergency or emergency maintenance on hardware, Software or related equipment. All scheduled downtime will be performed outside of the hours 6:00am to 6:00pm Pacific Time, Monday to Friday. Should there be a non-emergency requirement for downtime, Vitrium will make reasonable efforts to minimize disruption to Customer. If Vitrium is unable to correct the Software within a reasonable time and is unable to meet its warranty obligations, Vitrium will refund all or a portion of the Fee (amount to be determined at Vitrium’s sole discretion) paid for the Software during the affected time without interest. THIS IS VITRIUM’S ENTIRE LIABILITY AND THE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY IN LIEU OF ALL OTHERS. Vitrium does not guarantee or warrant that the Software or the Service will meet all of the Customer’s requirements or that the Software or Service will run uninterrupted or error free.
Vitrium is not responsible for problems or incompatibilities:
a) caused by changes in Customer computer hardware or Customer computer operating systems;
b) caused by internet connection issues or problems;
c) caused by Software or Service updates not being compatible with the Customer’s existing computer hardware or computer operating system or supporting facilities at the Customer’s location;
d) arising where the Customer fails to meet and maintain Vitrium’s minimum operating system and hardware criteria;
e) or any damages or losses arising in any way from or in connection with any inaccurate or incomplete information supplied by the Customer, and any and all costs and expenses associated with any changes required due to the same are for the Customer’s account only;
f) or any damages or losses arising in any way from or in connection with the menu design, menu setup, menu pricing, tax calculations, or any Software configuration settings;
g) unavailability of Software or Service during scheduled maintenance windows or any other announced scheduled downtime activity;
h) unavailability of Software or Service due to programming, modifications to operating system, content, development or staging and/or testing period(s);
i) attacks (i.e. hacks, denial of service attacks, viruses) by third parties, and other acts not caused by Vitrium;
j) caused by events of force majeure, including acts or war, god, earthquake, flood, embargo, riot, sabotage, labour dispute (outside to Vitrium's own employees), government act, or failure of the Internet.
NO OTHER WARRANTIES:
THE SERVICE AND THE SOFTWARE ARE PROVIDED “AS IS” WITH THE FOREGOING LIMITED WARRANTY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VITRIUM DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE AND NON-INFRINGEMENT OR NON-VIOLATION OF THIRD PARTY RIGHTS. FURTHERMORE, VITRIUM DOES NOT WARRANT THAT THE OPERATIONS OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE.
IN NO EVENT SHALL VITRIUM, THE AUTHORS OF THE SOFTWARE, OR ITS SUPPLIERS BE LIABLE FOR ANY GENERAL, SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION, DAMAGES TO THE CUSTOMER’S COMPUTER, OTHER SOFTWARE, SYSTEMS, DATA, OR OTHER FACILITIES, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTIONS, LOSS OF BUSINESS INFORMATION, OR ANY OTHER ECONOMIC LOSS OR PECUNIARY LOSS) ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE SERVICE OR SOFTWARE OR ANY UPDATES, EVEN IF VITRIUM OR THE SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITIES OF SUCH DAMAGES OR LOSSES. NEITHER VITRIUM NOR THE AUTHORS OR SUPPLIERS SHALL BE LIABLE FOR ANY PERSONAL INJURY OR PROPERTY DAMAGE TO THE CUSTOMER OR ANY THIRD PARTIES EXCEPT AS CAUSED BY VITRIUM’S, THE AUTHORS’ OR THE SUPPLIERS’ GROSS NEGLIGENCE.
IN ANY CASE, AND EVEN IN THE CASE OF FUNDAMENTAL BREACH, THE AGGREGATE AMOUNT OF VITRIUM’S, THE AUTHORS’ AND THE SUPPLIERS’ ENTIRE LIABILITY IN CONTRACT, TORT OR OTHERWISE UNDER ANY AND ALL PROVISIONS OF THE AGREEMENT SHALL NOT EXCEED THE AMOUNT OF ALL PAYMENTS MADE BY THE CUSTOMER TO VITRIUM UNDER THISAGREEMENT.
THIS EXCLUSION OF LIABILITY ALSO INCLUDES ANY LIABILITY WHICH MAY ARISE OUT OF THIRD PARTY CLAIMS AGAINST THE CUSTOMER. THE PURPOSE OF THIS PROVISION IS TO LIMIT THE POTENTIAL LIABILITY OF VITRIUM, THE AUTHORS AND THE SUPPLIERS ARISING OUT OF THIS AGREEMENT.
13. LIMITATION PERIOD FOR ACTIONS
Any action, suit or proceeding arising out of or in connection with this Agreement or its subject matter must be started within one (1) year from the Effective Date or the happening of the event giving rise to such action, suit or proceeding.
14. SURVIVAL OF CERTAIN TERMS
Terms and conditions of this Agreement which by their nature require performance after the expiry or termination of this Agreement, including but not limited to the use restrictions, limitations of liability, and confidentiality obligations, will survive any expiry or termination of this Agreement.
15. ENTIRE AGREEMENT
This Agreement and the documents incorporated herein is the entire agreement between the Customer and Vitrium, which supersedes any prior agreement or understanding, whether written or oral, relating to the subject matter of this Agreement.
16. LANGUAGE OF AGREEMENT
At the request of the parties hereto, this Agreement has been drafted in the English language only. A la demande des parties aux présentes, cette convention a été rédigé en langue anglais seulement.
The terms and conditions of this Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective heirs, estates, legal representatives, successors and permitted assigns.
18. RELATIONSHIP OF THE PARTIES
This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.
19. NO BENEFIT TO OTHERS
The representations, warranties, covenants, and agreements contained in this Agreement are for the sole benefit of the parties and their respective successors and permitted assigns, and they are not to be construed as conferring any rights on any other persons.
All notices given and requests made hereunder must be sent in email or writing and must be delivered or sent either by nationally recognized overnight courier or registered or certified mail, return receipt requested, postage prepaid. The parties may change their address by notice delivered to the other party. Any notice or request sent by registered or certified mail, return receipt requested, postage prepaid shall be deemed given on the date of receipt or refusal as indicated on the return receipt. Any notice or request sent by overnight courier service shall be deemed given on the date of receipt or refusal of the same.
21. LOCAL LAW AND EXPORT CONTROLS
Vitrium and its licensors make nor representation that the Service is appropriate or available for use in other locations. If you use the Service from outside of North America, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Service, the Site, the Software, the Documentation or other content contrary to applicable law is prohibited.