Terms of Service

Service Agreement for 1Password users and customers

Last updated: December 31st, 2016

These Terms of Service (“Terms”, “Terms of Service”, “Agreement”, or “Service Agreement”) govern your relationship with the 1Password Service (the “Service”) operated by AgileBits, Inc. (“us”, “we”, or “our”). It is important that you read this carefully because you will be legally bound to these terms.

Your access to and use of the Service is based on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users, customers, and others who access or use the Service.

By accessing or using the Service you agree to be bound by these Terms and accept all legal consequences. If you do not agree to the terms and conditions of this Agreement, in whole or in part, please do not use the Service.

Description of Service

The “Service” means (a) AgileBits’ password managing, secure document storing, administrative and related systems and technologies, as well as the website https://1password.com (the “Site”), and (b) all software (including the Software, as defined below), applications, data, text, images, and other content made available by or on behalf of AgileBits. Any modifications to the Service are also subject to these Terms. AgileBits reserves the right to modify or discontinue the Service or any feature or functionality thereof at any time without notice. All rights, title and interest in and to the Service will remain with and belong exclusively to AgileBits.

Subscriptions

Some parts of the Service are billed on a subscription basis (“Subscription(s)”). You will be billed in advance on a recurring and periodic basis (“Billing Cycle”). Billing cycles are set on a regular basis, typically monthly or yearly.

At the end of each Billing Cycle, your Subscription will automatically renew under the same conditions unless you cancel it or AgileBits, Inc. cancels it. You may cancel your Subscription renewal either through your online account management page or by contacting AgileBits, Inc. customer support team.

A valid payment method, including credit card, is required to process the payment for your Subscription. You shall provide AgileBits, Inc. or its third-party payment processor, with accurate and complete billing information including full name, address, state, zip code, and valid payment method information. By submitting such payment information, you automatically authorize AgileBits, Inc. to charge all Subscription fees incurred through your account to any such payment instruments. All amounts paid are non-refundable. You further agree to be responsible for all taxes associated with the Service, along with any transaction fees and currency conversions added by your financial institution and intermediaries. All amounts are in US Dollars.

Free Trial

AgileBits, Inc. may, at its sole discretion, offer a Subscription with a free trial for a limited period of time (“Free Trial”).

You may be required to enter your billing information in order to sign up for the Free Trial.

If you do enter your billing information when signing up for the Free Trial, you will not be charged by AgileBits, Inc. until the Free Trial has expired. On the last day of the Free Trial period, unless you cancelled your Subscription, you will be automatically charged the applicable Subscription fees for the type of Subscription you have selected.

At any time and without notice, AgileBits, Inc. reserves the right to (i) modify the terms and conditions of the Free Trial offer, or (ii) cancel such Free Trial offer.

Fee Changes

AgileBits, Inc., in its sole discretion and at any time, may modify the Subscription fees for the Subscriptions. Any Subscription fee change will become effective at the end of the then-current Billing Cycle.

AgileBits, Inc. will provide you with reasonable prior notice of any change in Subscription fees to give you an opportunity to terminate your Subscription before such change becomes effective.

Your continued use of the Service after the Subscription fee change comes into effect constitutes your agreement to pay the modified Subscription fee amount.

Refunds

While all amounts paid are non-refundable, certain refund requests for Subscriptions may be considered by AgileBits, Inc. on a case-by-case basis and granted at the sole discretion of AgileBits, Inc..

Accounts

When you create an account with us, you must provide us information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms.

You are responsible for safeguarding the password that you use to access the Service and for any activities or actions under your password, whether your password is with our Service or a third party service.

You agree not to disclose your password to any third party. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.

You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene.

Intellectual Property

The Service and all contents, including but not limited to text, images, graphics or code are the property of AgileBits, Inc. and are protected by copyright, trademarks, database and other intellectual property rights. You may display and copy, download or print portions of the material from the different areas of the Service only for your own non-commercial use. Any other use is strictly prohibited and may violate copyright, trademark and other laws. These Terms do not grant you a license to use any trademark of AgileBits, Inc. or its affiliates. You further agree not to use, change or delete any proprietary notices from materials downloaded from the Service.

User-Generated Content

“Your Data” means any data and content which you upload, store, retrieve, or otherwise make available through the Service. You retain all of the rights to Your Data. You agree to grant AgileBits, Inc. a license to store, retrieve, backup, restore, and otherwise copy Your Data so that we may provide you with the Service.

The Service may contain links to third-party web sites or services that are not owned or controlled by AgileBits, Inc..

AgileBits, Inc. has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that AgileBits, Inc. shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such websites or services.

We strongly advise you to read the terms and conditions and privacy policies of any third-party web sites or services that you visit.

Termination

We may terminate or suspend access to our Service immediately, without prior notice or liability, for any reason whatsoever, including, without limitation, if you breach the Terms.

All provisions of the Terms shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Upon termination, your right to use the Service will immediately cease. If you wish to terminate your account, you may simply discontinue using the Service.

Limitation Of Liability

AgileBits, Inc., its directors, employees, partners, agents, suppliers, or affiliates, shall not be liable for (A) any loss or damage, indirect, incidental, special, consequential or punitive damages, including without limitation, economic loss, loss or damage to electronic media or data, goodwill, or other intangible losses, or (B) for any amount in the aggregate in excess of the fees actually paid by you in the six (6) months preceding the event giving rise to your claim, resulting from (i) your access to or use of the Service; (ii) your inability to access or use the Service; (iii) any conduct or content of any third-party on or related to the Service; (iv) any content obtained from or through the Service; and (v) the unauthorized access to, use of or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other claim in law, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.

Disclaimer And Non-Waiver of Rights

AgileBits, Inc. makes no guarantees, representations or warranties of any kind as regards the website and associated technology. Any purportedly applicable warranties, terms and conditions are excluded, to the fullest extent permitted by law. Your use of the Service is at your sole risk.

The Service is provided on an “AS IS” and “AS AVAILABLE” basis. The Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance, except as provided for under the laws of any province in Canada. In such cases, the provincial law shall apply to the extent necessary.

AgileBits, Inc. its subsidiaries, affiliates, and its licensors do not warrant that a) the Service will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; c) the Service is free of viruses or other harmful components; or d) the results of using the Service will meet your requirements.

If you breach any of these Terms and AgileBits, Inc. chooses not to immediately act, or chooses not to act at all, AgileBits, Inc. will still be entitled to all rights and remedies at any later date, or in any other situation, where you breach these Terms. AgileBits, Inc. does not waive any of its rights. AgileBits, Inc. shall not be responsible for any purported breach of these Terms caused by circumstances beyond its control. A person who is not a party to these Terms shall have no rights of enforcement.

You may not assign, sub-license or otherwise transfer any of your rights under these Terms.

Exclusions

As set out, above, some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you. Provincial laws of Canada may apply to certain products and service provided.

Governing Law

These Terms shall be governed by, and interpreted and enforced in accordance with, the laws in the Province of Ontario and the laws of Canada, as applicable.

If any provision of these Terms is held to be invalid or unenforceable by a court of competent jurisdiction, then any remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements, oral or otherwise, regarding the Service.

Dispute Resolution

All disputes and questions whatsoever which shall arise between AgileBits Inc. and you in connection with this Service Agreement, or the construction or application thereof or any provision contained in this Service Agreement or as to any act, deed or omission of any party or as to any other matter in any way relating to this Service Agreement, shall be resolved by arbitration. Such arbitration shall be conducted by a single arbitrator.

The arbitrator shall be appointed by agreement between the parties or, in default of such agreement, such arbitrator shall be appointed by a Judge of the Superior Court of Justice sitting in Toronto, upon the application of any of the parties and such judge shall be entitled to act as such arbitrator, if he or she so desires.

Unless otherwise agreed to by the parties, arbitration shall be held in the City of Toronto, Province of Ontario. The procedure to be followed shall be agreed to by the parties or, in default of such agreement, determined by the arbitrator. The arbitration shall proceed in accordance with the provisions of the Arbitration Act 1991 (Ontario). The arbitrator shall have the power to proceed with the arbitration and to deliver his or her award notwithstanding the default by any party in respect of any procedural order made by the arbitrator.

The decision arrived at by the arbitrator shall be final and binding and no appeal shall lie therefrom. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.

Changes

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will make reasonable efforts to provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, in whole or in part, please stop using the website and the Service.

Contact Us

If you have any questions about these Terms, you can contact our support team or write us by mail at:

317 Adelaide Street West, Suite 910
Toronto, Ontario
M5V1P9, Canada

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