Terms and Conditions

Terms and Conditions

Confident CAPTCHA Order Terms and Terms of Service

ORDER TERMS:

Free for up to 50,000 displays of the Confident CAPTCHA Widget on Customer’s website per month.  For more than 50,000 CAPTCHAs served per month, please contact us for pricing.

Free 30 day trial for Confident CAPTCHA Mobile Widget. Pricing for the Confident CAPTCHA Mobile Widget is based upon number of CAPTCHAs served and starts as low as $15 per month. Contact us for more information on pricing for Confident CAPTCHA Mobile Widget.

BY CLICKING THE "I ACCEPT" BUTTON OR CHECKBOX IN THE REGISTRATION PAGES OF THE SERVICE, THE ENTITY YOU REPRESENT (THE "CUSTOMER") IS HEREBY AGREEING WITH CONFIDENT TECHNOLOGIES, INC. ("CONFIDENT") TO THE ORDER TERMS ABOVE AND THE FOLLOWING TERMS OF SERVICE AND ANY TERMS INCORPORATED HEREIN BY SPECIFIC REFERENCE (COLLECTIVELY, THE "TERMS").

CUSTOMER HAS READ, UNDERSTANDS AND AGREES TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Definitions.

1.1 “Confident CAPTCHA Widget” means the image-based verification solution made available through the Service for display on Customer’s website.

1.2 "Confident Technology" means (i) the Confident name, the Confident logo, the Confident domain name, the product and service names associated with the Service, and other trademarks and service marks; and (ii) software and other works or authorship, APIs, hardware, products, processes, algorithms, user interfaces, know-how and other trade secrets, techniques, designs, inventions and other tangible or intangible technical material or information owned or provided by Confident.

1.3 “Confident APIs” or “APIs” shall mean Confident’s application program interface(s), and any component or element thereof, used to access the Service and the display the Confident CAPTCHA Widget programmatically.

1.4 "Order Terms" means the terms for the Service set forth above, as well as any subsequent purchases agreed to between the parties from time to time and deemed incorporated into this Agreement.

1.5 "Service" means Confident’s web-based services and associated options allowing Customer to configure and display a Confident CAPTCHA Widget.

2. Use of the Service.

2.1 License; Provision of Service. Subject to the terms and conditions of this Agreement, Confident grants Customer during the Term pursuant to the terms and conditions set forth in this Agreement and any and all Order Terms: a non-exclusive, non-transferable, non-sublicenseable (i) right to access and use the Service, and (ii) license to use the Confident API to publicly display the Confident CAPTCHA Widget on Customer’s website, and display the Confident logo in connection with the display of the Confident CAPTCHA Widget. Confident will provide commercially reasonable support of the Service through electronic mail.

2.2 Customer Responsibilities. Customer understands that it is responsible for maintaining the confidentiality of passwords Customer uses to access the Service. Accordingly, Customer is responsible for all activities that occur under Customer's user accounts. Customer shall: (i) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Service, and notify Confident promptly of any such unauthorized use; (ii) obtain and maintain any equipment and ancillary services needed to connect to, access or otherwise use the Service; and (iii) comply with all applicable local, state, federal, and foreign laws in using the Service.

2.3 Restrictions. Customer shall not (i) modify, copy or create derivative works based on the Confident Technology; (ii) disassemble, reverse engineer, or decompile the Confident Technology, (iii) 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 (C) copy any ideas, features, functions or graphics of the Service, (iv) 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; (v) interfere with or disrupt the integrity or performance of the Service or the data contained therein;  (vi) attempt to gain unauthorized access to the Service or its related systems or networks; or (vii) post or share anything that is illegal, abusive, harassing, harmful to reputation, pornographic, indecent, profane, obscene, hateful, racist, or otherwise objectionable.

2.4 Reservation of Rights. Customer acknowledges that the Confident Technology is covered by intellectual property rights owned or licensed by Confident (collectively, "Confident IP Rights"). Other than as expressly set forth in this Agreement, no license or other rights in or to the Confident Technology or Confident IP Rights are granted to Customer, and all such licenses and rights are hereby expressly reserved.

2.5 Advertising Provisions. Customer acknowledges that use of available “billboard” or “in grid” advertising is subject to the following stipulations: (i) Confident has the right to utilize the CAPTCHA for advertising purposes, (ii) Customer may opt out of advertising features and choose to pay the current list price for the most current version of Confident CAPTCHA available in the general marketplace (iii) If Customer chooses to utilize CAPTCHA for advertising purposes for financial gain, Customer must contact Confident to structure a revenue share agreement.  If a formal arrangement is not structured, Customer will pay Confident 50% of net revenue associated with the advertising.

3. Confidentiality.

3.1 Definition of Confidential Information. As used herein, "Confidential Information" means all confidential and proprietary information of a party ("Disclosing Party") disclosed to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the terms and conditions of this Agreement (including pricing and other terms reflected in all Order Terms hereunder), the Service, the Confident Technology, business and marketing plans, technology and technical information, product designs, and business processes. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.

3.2 Confidentiality. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party's prior written permission. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information.

3.3 Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of this Section 3, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies are inadequate.

4. Warranties & Disclaimers.

4.1 Warranties. Each party represents and warrants that it has the corporate authority to enter into this Agreement.

4.2 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, CONFIDENT MAKES NO WARRANTY OF ANY KIND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WHETHER EXPRESSED, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR THAT THE SERVICE WILL BE FREE FROM ERROR OR UNINTERRUPTED.

5. Limitation of Liability.

5.1 Limitation of Liability. EXCEPT FOR OBLIGATIONS UNDER ARTICLE 3, IN NO EVENT SHALL CONFIDENT’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER AND DUE FROM CUSTOMER HEREUNDER.

5.2 Exclusion of Consequential and Related Damages. IN NO EVENT SHALL CONFIDENT HAVE ANY LIABILITY TO CUSTOMER FOR ANY LOSS OF PROFITS, LOSS OF USE, ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR CONFIDENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

6. Term & Termination.

6.1 Term of Agreement. This Agreement commences on the Effective Date and continues until terminated by either party. Either party may terminate this Agreement for any reason upon 30 days written notice to the other party.

6.2 Suspension of Service. Confident reserves the right to suspend the Service provided to Customer, without liability to Customer, if Customer breaches the terms of the Agreement or exceeds the use limitations set forth in the Order Terms.

6.3 Surviving Provisions. The following provisions shall survive any termination or expiration of this Agreement: Sections 3, 4 (excluding Section 4.1), 5, 6, and 7.

7. General Provisions.

7.1 Notices. All notices under this Agreement shall be in writing and shall be deemed to have been given upon: (i) personal delivery; (ii) the third business day after deposit with the United States mail; (iii) the second business day after sending by confirmed facsimile; (iv) the second business day after sending by confirmed nationally recognized courier service. Notices to parties shall be sent to the address and to the contact person specified in the Order Terms.

7.2 Assignment. Customer may not assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior express written consent of Confident.

7.3 Governing Law. This Agreement shall be governed exclusively by the internal laws of the State of California, without regard to its conflicts of laws rules.

7.4 Export Control Laws. Each party shall comply with all United States and foreign export control laws or regulations applicable to its performance under this Agreement.

7.5 Entire Agreement. This Agreement, including all exhibits and addenda hereto and all Order Terms executed hereunder, constitutes the entire agreement between the parties, and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. In the event of any conflict between the provisions in these Terms and any Order Terms, the terms of such Order Terms shall prevail to the extent of any inconsistency.

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