The following Progist ProDMARC Monitoring Service Agreement (the “Agreement”) is a legal contract between you and Progist Solutions LLP (“Progist”, “we”, “us”), and govern the Progist’s ProDMARC monitoring services (the “DMARC Monitoring Service”). By selecting the ‘agree’ or ‘accept’ option or by using the DMARC Monitoring Service, you are agreeing to be bound by this Agreement. Please read them carefully before proceeding. You may not use the DMARC Monitoring Service unless you accept this Agreement and have the power and legal right to form a contract with us. Any individual subscribing to or using Progist’s services in the name of a company or other organization represents and warrants that they are authorized and intend by those actions to bind the company or other organization to this Agreement, and in such case the company or other organization is “you” for the purposes of this Agreement.
1. SERVICES
- Setup and Scope. Subject to your compliance with the terms and conditions of this Agreement, Progist will provide you with access to and use of the DMARC Monitoring Service to review DMARC reports concerning emails sent from your mail domain(s), solely for your internal business purposes. In order to enable the DMARC Monitoring Service for your domain(s), you must update the DNS records or other necessary settings for those domain(s), as outlined in Progist’s documentation for the DMARC Monitoring Service or as suggested by Progist’s Customer success manager assigned to you.
- Customer Responsibilities. You are responsible for: (a) maintaining the confidentiality of any contact information, user IDs, passwords and other credentials associated with your account, and ensuring that all such credentials are at all times up to date and accurate, (b) all activities that occur with respect to your account, including the use of the DMARC Monitoring Service under any credentials associated with your account and compliance with this Agreement by you and anyone acting on your behalf, and (c) any data or information you provide to Progist in order to utilize the DMARC Monitoring Service. You are also responsible for updating the DNS records or other necessary settings for your domain(s), as outlined in Progist’s documentation or as suggested by Progist’s Customer success manager assigned to you, in order to enable the DMARC Monitoring Service for those domain(s), and, at when you are no longer using the DMARC Monitoring Service, restoring those records or settings to their original state.
- Restrictions. You may not: (a) copy, reproduce, modify, decompile, disassemble, or reverse engineer the DMARC Monitoring Service or any associated software or materials (except to the extent that applicable law prohibits or restricts reverse engineering restrictions); (b) provide any third parties with access to any of the DMARC Monitoring Service, or use any of the DMARC Monitoring Service for time sharing or similar purposes for the benefit of any third party; (c) remove any copyright or proprietary notices contained in the DMARC Monitoring Service or any output thereof; (d) breach, disable or tamper with, or develop or use (or attempt) any workaround for, any security measure provided or used by the DMARC Monitoring Service; (e) access the DMARC Monitoring Service via any bot, web crawler or non-human user; or (f) access or use (or permit a third party to access or use) the DMARC Monitoring Service for any unlawful purpose or for purposes of monitoring the availability, performance or functionality of the DMARC Monitoring Service or for any other benchmarking or competitive purposes.
2. OWNERSHIP
- As between Progist and you, the DMARC Monitoring Service and all software, data and technologies embodied in or used to provide the DMARC Monitoring Service, all DMARC reports or other information or analysis provided to you by Progist and all intellectual property rights therein or relating to any of the foregoing, are and shall remain the exclusive property of Progist; provided, however, that you may retain and use for your internal business purposes any DMARC reports or other information or analysis concerning your domains provided to you by Progist, whether through the DMARC Monitoring Service or otherwise.
3. DISCLAIMER
- THE DMARC MONITORING SERVICE IS PROVIDED ‘AS IS’ AND ‘AS AVAILABLE,’ WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. TO THE FULLEST EXTENT PERMITTED BY LAW, PROGIST DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU ACKNOWLEDGE THAT PROGIST HAS THE RIGHT TO MODIFY OR DISCONTINUE ANY FEATURE OF THE DMARC MONITORING SERVICE OR THE DMARC MONITORING SERVICE AS A WHOLE, AND PROGIST MAKES NO WARRANTY OR REPRESENTATION THAT THE DMARC MONITORING SERVICE OR ANY FEATURE THEREOF WILL REMAIN AVAILABLE. NO ORAL OR WRITTEN INFORMATION OR ADVICE OTHER THAN A WRITTEN AGREEMENT EXECUTED BY A PROGIST OFFICER SHALL CREATE A WARRANTY IN ANY WAY WHATSOEVER BINDING ON PROGIST.
4. LIMITATION OF LIABILITY
- TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROGIST SHALL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR: (A) CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR OTHER DAMAGES, OR FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS OR INFORMATION, OR COSTS OF PROCURING SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE DMARC MONITORING SERVICE TO BE PROVIDED HEREUNDER; OR (B) THE LESSER OF ONE INDIAN RUPEE (INR 1) OR THE AMOUNTS PAID BY YOU TO PROGIST UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF PROGIST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
5. TERMINATION
- You may terminate this Agreement at any time by updating your DNS settings so that Progist can no longer make the DMARC Monitoring Service available to you, or by notifying Progist through the appropriate mechanism within the DMARC Monitoring Service user interface or the support email address Progist provides to you. This Agreement will terminate automatically and immediately if you breach any of the terms hereof. Progist may terminate the provision of the DMARC Monitoring Service to you at any time by providing notice through the user interface of the DMARC Monitoring Service or to the email address you have provided to Progist as part of the establishment of your DMARC Monitoring Service account.
6. REMEDIES
- Scope: The remedies described in this section are in addition to the right of termination described under “Termination” and any remedies described elsewhere in this Agreement.
- Injunctive Relief: You understand and agree that any unauthorized use of the DMARC Monitoring Service would result in irreparable injury to Progist for which money damages would be inadequate, and in such event Progist, shall have the right, in addition to other remedies available at law and in equity, to immediate injunctive relief against you. Nothing contained in this Section or elsewhere in this Agreement shall be construed to limit remedies or relief available pursuant to statutory or other claims that Progist may have under separate legal authority, including but not limited to, any claim for intellectual property infringement.
- Indemnification: You agree to defend, indemnify, and hold harmless Progist, its partners, parent, subsidiaries, affiliates, agents, distributors, contractors and licensors, from and against any claims, actions or demands, including without limitation reasonable legal fees, alleging or resulting from: (a) any improper, unauthorized or illegal uses of the DMARC Monitoring Service using your credentials, (b) your use of the DMARC Monitoring Service or any product thereof, or (c) your breach of the terms of this Agreement.
7. MISCELLANEOUS
- Assignment: This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. However, this Agreement is personal to you and may not be transferred, assigned, or delegated to anyone. Any attempt by you to assign, transfer or delegate this Agreement shall be null and void. Progist may transfer, assign or delegate this Agreement as it sees fit.
- Export Compliance: You agree to comply fully with all relevant export laws and regulations of India and other applicable jurisdictions to ensure that neither the DMARC Monitoring Service, nor any direct product thereof, are: (a) exported or re-exported directly or indirectly in violation of such export laws and regulations; or (b) used for any purposes prohibited by the such export laws and regulations.
- Severability: If any part of this Agreement is held to be unenforceable or invalid, in whole or in part, by a court of competent jurisdiction, the remaining provisions of this Agreement will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law.
- Waiver: The waiver of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach of that or any other provision.
- Governing Law; Jurisdiction: This Agreement will be governed by both the substantive and procedural laws of Maharashtra, India. Any legal action or proceeding arising under this Agreement will be brought exclusively in the courts located in the Maharashtra, India and the parties irrevocably consent to the personal jurisdiction and venue therein.
- Revisions: Progist may change this Agreement and its policies from time to time. We may inform you of any such changes by posting the revised version to our website at the same URL as the original version, or by notifying you within the user interface of the DMARC Monitoring Service or at the email address you provided to us as part of the signup process. Your continued use of the DMARC Monitoring Service after receiving notice of any modifications indicates your acceptance of the modified Agreement. Except as set forth above in this Section, any amendment or modification to this Agreement purporting to bind Progist must be in a writing signed by Progist.
- Entire Agreement: This Agreement constitute the entire agreement and supersedes all prior or contemporaneous oral or written agreements regarding the subject matter hereof.
