Proofpoint Threat Response Documents Portal - Terms of Use

The Threat Response Documents Portal (the “Portal”) is provided by Proofpoint, Inc. (“Proofpoint”, “us”, and “our”, and “we”). By accessing this Portal, you agree to be legally bound by the following Terms of Use (which are collectively referred to as the “Terms of Use”). These Terms of Use only apply to your use of this Portal, except where expressly stated otherwise. Other websites operated by Proofpoint may have their own terms and conditions.

1. USE OF PORTAL MATERIALS AND SOFTWARE Any Proofpoint content, software and accompanying documentation you download or access through the Portal (“Materials”) is the copyrighted work of Proofpoint and/or a third party software provider. Use of the Material is subject to the terms of an end user software license agreement (“EULA”) that accompanies or is included with the software or Materials. If no end user software license accompanies or is included with such Materials, then use of the Materials will be subject to these Terms of Use. Your use, reproduction or redistribution of the Materials is prohibited except as expressly provided for in the EULA or the Terms of Use, as applicable. All rights, title and interest not expressly granted are expressly reserved by Proofpoint. 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. Except where expressly provided otherwise, all Proofpoint Software is provided on an “as is” basis, and Proofpoint expressly disclaims all warranties of any kind, whether express or implied, including without limitation, the implied warranties of merchantability, fitness for a particular purpose and non-infringement. In particular, early access or evaluation software (if any) may not have been validated by Proofpoint, may possess errors or bugs, or may cause issues if used in conjunction with other software. Use of such evaluation or early access software is solely at your own risk.

Other Uses of Materials from the Portal Any uses of the information from this Portal that differ from those described above must be authorized in writing by Proofpoint, who may be contacted to request permission to use information that differs from provisions listed herein.

1. UPDATES These Terms of Use may be updated, or modified by Proofpoint from time to time, at its sole discretion, without prior notice. Proofpoint may notify You of any changes to the Terms of Use when You visit the Portal, via email or otherwise. Your continued use of the Portal after Proofpoint provides such notice, will constitute your acceptance of such changes.

2. CONFIDENTIAL INFORMATION You agree not to reproduce any Confidential Information (defined below) to which you are provided access through the Portal in any form except as authorized at the time of disclosure. Any reproduction of Confidential Information shall remain the property of Proofpoint and/or its original owner, and shall contain any and all confidential or proprietary notices or legends which appear on the original. You agree to (a) take all reasonable steps (defined below) to keep all Confidential Information strictly confidential; (b) to use Confidential Information solely as authorized at the time of disclosure and (c) not to disclose any Confidential Information to any party without the prior written consent of Proofpoint. You do not acquire any rights in Confidential Information except the limited rights as described above. In no event shall You use Confidential Information to create, enhance, modify, make, have made, sell, perform, distribute or create derivative works based on Content. As used herein, Confidential Information shall mean all trade secrets and other information, content which Proofpoint or third parties protect against unrestricted disclosure to others which is either labeled Confidential, accessed through password protected sections of Portal, pursuant to downloads, or reasonably identifiable as confidential based on the type of information and the manner of its disclosure. Reasonable steps mean those steps You and/or Your company take to protect Your own similar Confidential Information, which shall not be less than a reasonable standard of care. You shall not be obligated to treat information as Confidential Information if such information (i) was rightfully in Your possession prior to receipt from or disclosure by Proofpoint; or (ii) is or becomes public knowledge other than through Your fault; or (iii) is or was rightfully disclosed to You by a source other than Proofpoint or any party under their respective control; or (iv) is independently developed by You without use of the Confidential Information disclosed hereunder; or (v) must be disclosed by You according to mandatory applicable law. You are not permitted to access Proofpoint or third party Confidential Information which You are not explicitly licensed to use.

3. ACCEPTABLE USE AND CONDUCT Unlawful Conduct You agree not to use the Portal for any purpose that is unlawful or prohibited by these Terms of Use. You may not access or use the Portal in any manner that could damage, disable, overburden, or impair any Proofpoint accounts, computer systems or networks. You may not attempt to gain unauthorized access to any parts of the Portal any Proofpoint accounts, computer systems or networks. You may not interfere or attempt to interfere with the proper working of the Portal or any Proofpoint accounts, computer systems or networks. You may not use any robot, spider, scraper or other automated means to access the Portal or any Proofpoint accounts, computer systems or networks without Proofpoint’s express written permission.

You agree not to upload, email, post, publish, distribute or otherwise transmit through the Portal any content that: (a) is false or misleading; (b) infringes another’s rights, including but not limited to intellectual property rights; or (c) violates any applicable laws or regulations.

Legal Action Proofpoint reserves the right to investigate and take appropriate legal or other appropriate action without further notice against anyone who violates these Terms of Use, which may include without limitation the blocking of access to the Portal.

1. PROOFPOINT INTELLECTUAL PROPERTY This Website, including the Portal, contains the valuable intellectual property of Proofpoint. You may use such intellectual property as necessary for you to use the Portal. However, you receive no other licenses or rights, whether express or implied, in any Proofpoint intellectual property that you may access through this Portal.

Unsolicited Idea Submission Policy Proofpoint does not accept or consider unsolicited ideas, including ideas for new advertising campaigns, new promotions, new products or technologies, processes, materials, marketing plans, or new product names. Please do not send any original creative artwork, samples, demos, or other such works. In this manner potential misunderstandings and/or disputes may be avoided. Any such materials, if sent by you, will NOT be treated as confidential or proprietary.

Software Licenses From time to time, you also may be granted download access to executable software code via the Portal. You understand and agree that your use of that software is subject to the terms and conditions of the applicable software agreement or other agreement executed or accepted by you, you may not modify, translate, reverse engineer, decompile, or disassemble such software, and that these Terms of Use do not grant you any rights with respect to such software.

Trademarks Proofpoint, the Proofpoint Logo, and other related graphics, logos, service marks, and trade names used on the Portal are the trademarks of Proofpoint and may not be used without express written permission. Other identifiers that may appear on the Portal may be the property of their respective owners.

1. TERM AND TERMINATION You understand that the Portal is provided by Proofpoint as a convenience, but that Proofpoint may modify, alter, suspend, or discontinue any or all of the Portal at any time in its sole discretion.

Proofpoint may suspend or terminate your access for any reason, including your failure to comply with these Terms of Use.

1. INDEMNITY You agree to indemnify, defend, and hold harmless Proofpoint, and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, from and against any claim, demand, loss, damages, expenses or other liabilities, including reasonable attorneys’ fees, arising out of or relating to (a) your use or misuse of the Portal; (c) your violation of these Terms of Use; or (d) your violation of any rights, including without limitation, the intellectual property rights, of a third party.

2. THIRD-PARTY SITES The Portal may contain links to external Web sites and information provided on such external websites by Proofpoint partners and third-party service providers. Because Proofpoint has no control over such sites and resources, you acknowledge and agree that Proofpoint shall not be responsible for the availability or contents of any linked website, or any changes or updates to such sites. You further agree that Proofpoint shall not be directly or indirectly responsible or liable for any damage or loss caused or alleged to be caused by or in connection with Your use of or reliance on any content, goods or services available on or through any such linked website.

3. DISCLAIMER OF WARRANTIES EXCEPT WHERE EXPRESSLY PROVIDED OTHERWISE, YOUR USE OF THE PORTAL AND THE MATERIALS AVAILABLE AT THE PORTAL ARE AT YOUR SOLE RISK. THE PORTAL IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, PROOFPOINT EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, SYSTEM INTEGRATION, QUIET ENJOYMENT, TITLE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, PROOFPOINT MAKES NO WARRANTY THAT (i) THE PORTAL WILL MEET YOUR REQUIREMENTS; (ii) THE PORTAL WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (iii) THE RESULTS OBTAINED FROM THE USE OF THE PORTAL WILL BE ACCURATE OR RELIABLE; (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE PORTAL WILL MEET YOUR EXPECTATIONS; OR (v) ANY ERRORS IN THE PORTAL WILL BE CORRECTED.

4. LIMITATION OF LIABILITY Limitation of Liability YOU AGREE THAT YOU ARE VOLUNTARILY AND UNEQUIVOCABLY WAIVING ANY LIABILITY IN THE PART OF PROOFPOINT. PROOFPOINT SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING FROM OR RELATING TO THE PORTAL, INCURRED BY YOU OR ANY THIRD PARTY, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, EVEN IF PROOFPOINT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, PROOFPOINT WILL NOT BE LIABLE TO YOU IN CONNECTION WITH: (i) THE USE OR THE INABILITY TO USE THE PORTAL; (ii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (iii) THAT ITS FILES ARE FREE OF VIRUSES, WORMS, TROJAN HORSES, OR OTHER CODES THAT INCLUDE OR MANIFEST CONTAMINATING OR DESTRUCTIVE CHARACTIERISTICS.

Exclusion SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE DISCLAIMER, EXCLUSION OR LIMITATION OF CERTAIN LIABILITIES. TO THE EXTENT THAT THEY ARE HELD TO BE LEGALLY INVALID, DISCLAIMERS, EXCLUSIONS AND LIMITATIONS SET FORTH IN THESE TERMS OF USE DO NOT APPLY.

1. EXPORT COMPLIANCE Export Compliance You may not use, export, re-export, import, or transfer the Materials and/or the Portal except as authorized by United States law, the laws of the jurisdiction in which you obtained the Services, and any other applicable laws. In particular, but without limitation, the Materials or the Portal may not be exported or re-exported: (a) into any United States embargoed countries; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals, or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Materials (and accessing the Portal) you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. Additional information about these requirements may be found at: http://www.bis.doc.gov/complianceandenforcement/liststocheck.htm.

Restricted Rights Legend Any information, material or Software downloaded for or on behalf of the United States of America, its agencies and/or instrumentalities (“U.S. Government”), is provided with Restricted Rights. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer is Proofpoint Corporation, 2010.

1. GENERAL INFORMATION Entire Agreement These Terms of Use constitute the entire agreement between you and Proofpoint governing your use of the Portal, superseding any prior agreements, whether written or oral, between you and Proofpoint regarding the subject matter hereof. Of course, you also may be subject to additional and separate terms and conditions that apply when you use or purchase other Proofpoint products, services, or affiliate services, or third-party content or software.

Governing Law and Jurisdiction These Terms of Use shall be governed by the laws of the State of California without giving effect to any conflict of law principles that may require the application of the law of another jurisdiction. In connection with any claims, dispute, controversies, or proceeding arising from or relating to the Portal, you agree to submit to the personal and exclusive jurisdiction of the state or federal courts located in Santa Clara County, California, USA.

Waiver The failure of Proofpoint to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision. If any provision of these Terms of Use is found by a court of competent jurisdiction to be invalid, you nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Use remain in full force and effect.

Severability If any clause or provision set forth above is determined to be illegal, invalid or unenforceable under present or future law, then, in that event the clause or provision so determined to be illegal, invalid or unenforceable shall be severable without affecting the enforceability of all remaining clauses or provisions.

Section Headings The section headings in these Terms of Use are for convenience only and have no legal or contractual effect.

Statute of Limitations You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Portal or these Terms of Use must be filed within ONE (1) YEAR after such claim or cause of action arose or be forever barred.