CyberArk® Mobile Application – Terms of Service
Last Updated: June 6, 2021
1. YOUR RELATIONSHIP WITH US
Welcome to CyberArk Mobile (the “App”), provided by CyberArk Software Ltd. and/or its affiliates (“CyberArk”, “we” or “us”), with a registered office at 9 Hapsagot St. Park Ofer 2, Petach-Tikva 4951040, Israel.
This document (the “Terms”) forms an agreement between you and us and sets forth the terms and conditions by which you may access and use the App (via an app store on your device, e.g. Apple App Store for iOS or Google Play for Android) and our related services, products and content (collectively, the “Services”). For purposes of these Terms, “you” and “your” means you as the user of the Services.
The Terms form a legally binding agreement between you and us. Please read them carefully.
2. ACCEPTING THE TERMS
The App is for business users only and the Services are provided and administered to you by your employer (or other entity that has provided you with access to the Services) (“Employer”) which has entered into with CyberArk a written agreement governing the Services (“SaaS Terms”). Because you are accessing or using the Services on behalf of Employer, the Employer is legally and financially responsible for your access to and use of the Services as well as for the use of your account by others affiliated with you or your entity, including any employees, agents or contractors.
3. AUTHORIZED USERS
Please be aware that we provide Employer with tools and controls over your use of the Services. For example, Employer may enable, suspend, or disable your access to the Services, set passcode policies, require re-verification of your account, delete your account, enable or disable third party integrations, and/or manage your retention settings. These decisions and instructions may result in changes to the manner in which you use or access the Services.
You acknowledge that the Services as used by you under the SaaS Terms are a workplace tool intended for use by businesses and organizations and not for consumer purposes.
4. CHANGES TO THE TERMS
We amend these Terms from time to time, for instance when we update the functionality of our Services or when there are regulatory changes. We will use commercially reasonable efforts to provide reasonable notice to all users of any material changes to these Terms, such as through a notice on the App, however, you should look at the Terms regularly to check for such changes. We will also update the “Last Updated” date at the top of these Terms, which reflect the effective date of such Terms. Your continued access to or use of the Services after the date of the new Terms constitutes your acceptance of the new Terms. If you do not agree to the new Terms, you must stop accessing or using the Services.
5. YOUR ACCOUNT WITH US
To access or use our Services, you must create an account. When you create this account, you must provide accurate and up-to-date information. It is important that you maintain and promptly update your details and any other information you provide to us, to keep such information current and complete.
It is important that you keep your account password confidential and that you do not disclose it to any third party. If you know or suspect that any third party knows your password or has accessed your account, you must promptly notify us.
6. YOUR ACCESS TO AND USE OF OUR SERVICES
Your access to and use of the App and Services is subject to the Terms and all applicable laws and regulations. You may not:
- to the greatest extent permitted under applicable law, modify, adapt, translate, reverse engineer, disassemble, decompile or create any derivative works based on the Services, including any files, tables or documentation (or any portion thereof) or determine or attempt to determine any source code, algorithms, methods or techniques embodied the App or any derivative works thereof;
- incorporate the App or any portion thereof into any other program or product;
- distribute, license, transfer, or sell, in whole or in part, the App or any of the Services or any derivative works thereof;
market, rent or lease the Services for a fee or charge, or use the App to advertise or perform any commercial solicitation;
- interfere with or attempt to interfere with the proper working of the Services, disrupt any networks connected to the Services, or bypass any measures we may use to prevent or restrict access to the Services;
- use automated scripts to collect information from or otherwise interact with the Services; or
- use or attempt to use another’s account, service or system without authorisation from us, or create a false identity on the Services.
In such case, we reserve the right to refuse service, terminate accounts or limit access to the Services in our sole discretion.
7. EXCLUSION OF WARRANTIES
NO CONDITIONS, WARRANTIES OR OTHER TERMS (INCLUDING ANY IMPLIED TERMS AS TO SATISFACTORY QUALITY, FITNESS FOR PURPOSE, MERCHANTIBILITY, OR CONFORMANCE WITH DESCRIPTION) APPLY TO THE APP OR SERVICES, AND CYBERARK IS NOT OBLIGATED TO PROVIDE ANY SUPPORT SERVICES FOR THE APP OR SERVICES. THE APP, SERVICES, AND ANY SUPPORT IS PROVIDED TO YOU “AS IS”, “WITH ALL FAULTS”, AND WITHOUT WARRANTY OF ANY KIND. EXCEPT TO THE EXTENT THAT THEY ARE EXPRESSLY SET OUT IN THE SAAS TERMS WITH EMPLOYER. WE MAY CHANGE, SUSPEND, WITHDRAW OR RESTRICT THE AVAILABILITY OF ALL OR ANY PART OF OUR SERVICES FOR BUSINESS AND OPERATIONAL REASONS AT ANY TIME WITHOUT NOTICE.
8. THIRD PARTY MATERIALS
The App includes open source software programs that are made available by third parties under their respective open source licenses as indicated in the documentation for the Services (“Third Party Materials”, and “OSS Licenses” respectively). Such Third Party Materials will not diminish the license rights provided to you herein or limit your ability to use the App in accordance with these Terms or create any obligation on your part to license any software or products under any open source or similar license. Nothing herein shall derogate from mandatory rights you may have under any OSS Licenses, if any.
9. LIMITATION OF LIABILITY
EXCEPT FOR ANY LIABILITY WHICH CANNOT BE LIMITED OR EXCLUDED BY APPLICABLE LAW, INCLUDING WHERE APPROPRIATE, LIABILITY FOR (I) DEATH OR BODILY INJURY CAUSED BY A PARTY’S NEGLIGENCE, OR (II) GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD:
(A) IN NO EVENT SHALL CYBERARK BE LIABLE TO YOU FOR (I) ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY); (II) ANY LOSS OF GOODWILL; (III) ANY LOSS OF OPPORTUNITY; (IV) ANY LOSS OF DATA SUFFERED BY YOU; AND (V) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES WHICH MAY BE INCURRED BY YOU.
(B) CYBERARK’S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, SERVICES, OR THE APP, REGARDLESS OF THE CAUSE OF ACTION AND WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, INDEMNITY OR ANY OTHER LEGAL THEORY, WILL BE LIMITED TO THE LESSER OF $5 (FIVE DOLLARS USD) OR THE AMOUNT PAID BY EMPLOYER TO CYBERARK FOR THE SERVICES WITHIN THE LAST ONE (1) MONTH PRECEDING THE DATE OF INITIAL CLAIM.
(C) IN NO EVENT SHALL CYBERARK BE LIABLE TO YOU FOR ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU AS A RESULT OF (I) ANY CHANGES WHICH WE MAY MAKE TO THE SERVICES, OR FOR ANY TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES); (II) YOUR FAILURE TO PROVIDE US WITH ACCURATE ACCOUNT INFORMATION; AND (III) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL.
The Terms shall remain in force during the SaaS Terms with Employer unless or until terminated by either CyberArk or Employer.
11. EXPORT CONTROL
The exportation of the Software and Documentation is subject to compliance with: (i) the U.S. Export Administration Act, as amended, and the rules and regulations promulgated from time to time thereunder, including the Export Administration Regulations, (ii) the laws of the State of Israel, and (iii) the laws of any country or organization of nations within whose jurisdiction Customer (or the Authorized Users) operates or does business. Neither Party shall export or re-export the Software or any part thereof directly or indirectly other than in compliance with applicable export law.
If any court of law, having jurisdiction to decide on this matter, rules that any provision of the Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms, and the remaining provisions of the Terms will continue to be valid and enforceable.
13. GOVERNING LAW AND JURISDICTION
(A) With regard to Authorized Users located outside the United States (“US”), these Terms, their subject matter and their formation (and any non-contractual disputes or claims) are governed by English law. You and CyberArk agree to the exclusive jurisdiction of the courts of England and Wales.
(B) With regard to Authorized Users located within the US, PLEASE READ THIS SECTION CAREFULLY, AS IT INVOLVES A WAIVER OF CERTAIN RIGHTS TO BRING LEGAL PROCEEDINGS, INCLUDING AS A CLASS ACTION FOR RESIDENTS OF THE US. If you are an Authorized User located within the US, the terms of the Terms shall be construed in accordance with the substantive laws of the state of New York without regard to its principles of conflict of law or the U.N. Convention on Contracts for the International Sale of Goods. You and CyberArk irrevocably consent to the exclusive jurisdiction of the courts of New York, NY over any action, suit or proceeding arising hereunder, and to the extent not prohibited by law. Subject to the mandatory arbitration provisions below, you and CyberArk consent to venue and personal jurisdiction in such courts.
You and CyberArk agree to resolve any claims relating to these Terms through final and binding arbitration, except as set forth below. The American Arbitration Association (AAA) (https://www.adr.org) will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (https://www.adr.org/sites/default/files/commercial_rules.pdf). The arbitration will be held in the United States in accordance with the venue specified in Section 14.2.
The AAA rules will govern payment of all arbitration fees. CyberArk will pay all arbitration fees for you on a pre-pay plan. CyberArk will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.
Either you or CyberArk may assert claims, if they qualify, in small claims court in New York, New York. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services, or intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above. If the agreement to arbitrate is found not to apply to you or your claim, you agree to the exclusive jurisdiction of the state and federal courts located in New York, New York to resolve your claim. You can decline these Terms to arbitrate by sending an email within 30 days of first accepting these Terms to [email protected] clearly stating that you wish to opt out of arbitration with CyberArk and include your first and last name, the company for which the account was created (if applicable), and the email address associated with the account.
Both you and CyberArk agree to resolve any disputes, claims, or controversies on an individual basis, and that any claims arising out of, relating to or in connection with these Terms (such as with respect to their validity or enforceability), the Services, or any services provided by CyberArk will be brought in an individual capacity, and not on behalf of, or as part of, any purported class, consolidated, or representative proceeding.
14. ENTIRE AGREEMENT
These Terms govern your use of the Services as provided and administered to you by Employer.
For the avoidance of doubt, these Terms (together with the SaaS Terms) constitute the whole legal agreement between Employer and CyberArk and completely replace any prior agreements between Employer and CyberArk in relation to the Services.
If you have any questions concerning these Terms, please contact your CyberArk representative.