Last Updated: July 27, 2016
Welcome to Privva! Privva enables companies to send security assessment questionnaires (“Assessments”) to current and prospective vendors (“Vendors”) to determine the level of potential security risks. Vendors may also assess their own security and see how they compare generally with other entities.
Your use of, and participation in, the Services may be subject to additional terms which you have executed with Privva (“Supplemental Terms”). If these Terms are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to the Services.
PLEASE NOTE THAT THE TERMS ARE SUBJECT TO CHANGE BY THE PRIVVA IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, Privva will make a new copy of the Terms available at the Website. We will also update the “Last Updated” date at the top of the Terms. If we make any material changes, and you have provided us with your e-mail address, we will also send an e-mail to you at the last e-mail address you provided to us. Any changes to the Terms will be effective immediately for new users and will be effective for existing users upon the earlier of thirty (30) days after posting of notice of such changes on the Website or thirty (30) days after dispatch of an e-mail notice of such changes. Privva may require you to provide consent to the updated Terms in a specified manner before further use of the Website or Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Website and Services. Otherwise, your continued use of the Website or Services constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS.
1. Use of the Privva Properties. The Website, the Services, and the information and other content (“Content”) available on or through the foregoing (collectively, the “Privva Properties”) are protected by copyright laws throughout the world. Subject to the Terms, Privva grants you a limited license to reproduce portions of the Privva Properties for the sole purpose of using the Privva Properties for vendor risk assessment purposes. Unless otherwise specified by Privva in a separate license, your right to use any Privva Properties is subject to the Terms.
a) Certain Restrictions. The rights granted to you in the Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Privva Properties or any portion of the Privva Properties; (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other Privva Properties (including images, text, page layout or form); (c) you shall not use any metatags or other “hidden text” using the Privva’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Privva Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Privva Properties (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) you shall not access the Privva Properties in order to build a similar or competitive website, application or service; (g) except as expressly stated herein, no part of the Privva Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Privva Properties. Any future release, update or other addition to the Privva Properties shall be subject to the Terms. Privva, its suppliers and service providers reserve all rights not granted in the Terms. Any unauthorized use of the Privva Properties terminates the licenses granted by the Privva pursuant to the Terms.
a) Registering Your Account. In order to access certain features of Privva Properties you will be required to become a Registered User. For purposes of the Terms, a “Registered User” is a user who creates an account with Privva (“Account”).
b) Registration Data. In registering for the Services, you agree to (1) provide true, accurate, current and complete information about yourself (the “Registration Data”); and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are not a person barred from using Privva Properties under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account. You may not share your Account or password with anyone, and you agree to notify Privva immediately of any unauthorized use of your password or any other breach of security and to exit from your Account at the end of each session. If you provide any information that is untrue, inaccurate, not current or incomplete, or Privva has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Privva has the right to suspend or terminate your Account and refuse any and all current or future use of Privva Properties (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself or an employer company that you are authorized to represent. You agree that you shall not have more than one Account at any given time. You agree not to create an Account or use Privva Properties if you have been previously removed by Privva, or if you have been previously banned from any Privva Properties.
c) Your Account. Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of Privva.
3. Responsibility for Content.
a) Types of Content. You acknowledge that all Content, including Privva Properties, is the sole responsibility of the party from whom such Content originated. This means that you, and not Privva, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available (“Make Available”) through Privva Properties (“Your Content”), and that you and other users of Privva Properties, and not Privva, are similarly responsible for all Content they Make Available through Privva Properties (“User Content”).
b) No Obligation to Pre-Screen Content. You acknowledge that Privva has no obligation to pre-screen Content (including, but not limited to, User Content), although Privva reserves the right in its sole discretion to pre-screen, refuse or remove any Content. By entering into the Terms, you hereby provide your irrevocable consent to such monitoring. In the event that Privva pre-screens, refuses or removes any Content, you acknowledge that Privva will do so for Privva’s benefit, not yours. Without limiting the foregoing, Privva shall have the right to remove any Content that violates the Terms or is otherwise objectionable to Privva.
a) Privva Properties. You agree that the Privva and its licensors and suppliers own all rights, title and interest in the Privva Properties.
b) Trademarks. Privva’s name and other related graphics, logos, service marks and trade names used on or in connection with the Privva Properties are the trademarks of Privva and may not be used without permission in connection with any third-party products or services. Other trademarks, service marks and trade names that may appear on or in the Privva Properties are the property of their respective owners.
5. Vendor Terms. If you are a Vendor, the following terms apply to you:
a) Your Content. Privva does not claim ownership of Your Content. However, when you respond to an Assessment, you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, reproduce, modify, create derivative works from, perform and display Your Content (in whole or in part) worldwide for the purposes of the Services and/or to provide the licenses granted in these Terms, for the full term of any worldwide intellectual property right that may exist in Your Content.
b) License to Your Content.
1) You hereby grant Privva a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, make derivative works of, publicly perform, and publicly display Your Content (in whole or in part) for the purposes of operating, providing, enhancing, improving, supporting, and maintaining the Privva Properties, including without limitation, for benchmarking purposes; provided, however, any use for benchmarking purposes and any public performance or public display of Your Content shall be in a form not directly attributable to You. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above.
2) You hereby grant to the entity that created the Assessment (“Privva Client”) a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use Your Content (in whole or in part) for internal business purposes unless otherwise mutually agreed up by you and Privva Client.
c) Acknowledgement and Disclaimer. YOU HEREBY UNDERSTAND AND AGREE THAT YOUR RESPONSES TO ANY ASSESSMENTS ARE BEING USED TO ASSESS THE SECURITY RISKS OF YOUR ORGANIZATION, AND THAT THE RESULTING REPORT WILL BE USED BY THE PRIVVA CLIENT FOR INTERNAL BUSINESS PURPOSES. YOU AGREE PRIVVA SHALL NOT BE HELD RESPONSIBLE OR LIABLE FOR THE CONSEQUENCES OF ANY NEGATIVE RESULTS WHICH MAY BE REPORTED AS A RESULT OF YOUR RESPONSES TO SUCH ASSESSMENTS, INCLUDING WITHOUT LIMITATION, TERMINATION OF YOUR CURRENT OR PROSPECTIVE RELATIONSHIP WITH PRIVVA CLIENTS.
6. Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to Privva (“Feedback”) is at your own risk and that Privva has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Privva a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Privva Properties.
7. Third-Party Links. The Privva Properties may contain links to third-party websites (“Third-Party Websites”). When you click on a link to a third-party website, we will not warn you that you have left the Privva Properties and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites are not under the control of Privva. Privva is not responsible for any Third-Party Websites. Privva provides these Third-Party Websites only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites, or their products or services. You use all links in Third-Party Websites at your own risk. When you leave our Website, our Terms and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any third-party websites, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third-party.
8. Investigations. Privva may, but is not obligated to, monitor or review the Privva Properties at any time. Without limiting the foregoing, Privva shall have the right, in its sole discretion, to remove any content for any reason (or no reason), including if such content violates the Terms or any applicable law. Although Privva does not generally monitor user activity, if Privva becomes aware of any possible violations by a user of any provision of the Terms, Privva reserves the right to investigate such violations, and Privva may, at its sole discretion, immediately terminate the user’s license to use the Privva Properties, or change, alter or remove any content, in whole or in part, without prior notice.
9. Indemnification. You agree to indemnify and hold Privva, its parents, subsidiaries, affiliates, officers, directors, employees, agents, partners, licensors, and suppliers (collectively the “Privva Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) your use of, or inability to use, the Privva Properties; (b) your violation of the Terms; (c) your violation of any rights of another party; or (d) your violation of any applicable laws, rules or regulations. Privva reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Privva in asserting any available defenses. You agree that the provisions in this section will survive any termination of the Terms or your access to the Privva Properties.
10. Disclaimer of Warranties. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE PRIVVA PROPERTIES IS AT YOUR SOLE RISK, AND THE PRIVVA PROPERTIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. THE PRIVVA PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND 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, TITLE, AND NON-INFRINGEMENT. PRIVVA PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE PRIVVA PROPERTIES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE PRIVVA PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) ANY ERRORS IN THE PRIVVA PROPERTIES WILL BE CORRECTED. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOREGOING DISCLAIMERS, EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
11. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL ANY PRIVVA PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE PRIVVA PROPERTIES OR ANY DAMAGES RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT PRIVVA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THE TERMS, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE THE PRIVVA PROPERTIES OR (2) ANY OTHER MATTER RELATED TO THE PRIVVA PROPERTIES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR AGGREGATE CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THE PRIVVA PROPERTIES SHALL IN NO EVENT EXCEED THE GREATER OF ANY AMOUNTS YOU HAVE PAID TO PRIVVA IN THE LAST TWELVE (12) MONTHS PRECEDING THE CLAIM OR ONE HUNDRED DOLLARS ($100). YOU AND PRIVVA AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE TERMS, THE PRIVVA PROPERTIES OR ANY CONTENT POSTED ON THE PRIVVA PROPERTIES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN PRIVVA AND YOU. THE LAWS OF SOME STATES DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOREGOING DISCLAIMERS, EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU AND YOU MIGHT HAVE OTHER RIGHTS.
12. Term and Termination.
a) Term. The Terms commence on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use the Privva Properties, unless terminated earlier in accordance with the Terms.
b) Termination. If you have materially breached any provision of the Terms, if we are required to do so by law (e.g., where the provision of any of the Privva Properties is, or becomes, unlawful), or if we choose to discontinue the Privva Properties (in part or in whole), we have the right to, immediately and without notice, suspend or terminate any Privva Properties provided to you. If we become aware of any possible violations by you of the Terms, we reserve the right to investigate such violations. In the event that we determine, in our sole discretion, that you have breached any portion of the Terms, or have otherwise demonstrated inappropriate conduct, we reserve the right to (i) warn you via e-mail (to any e-mail address you have provided to us) that you have violated the Terms; (ii) notify and/or send any content you have provided to us to and/or fully cooperate with the proper law enforcement authorities for further action; and/or (iii) pursue any other action which we deem to be appropriate. If, as a result of the investigation, we believe that illegal activity has occurred, we reserve the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. We are entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in the Privva Properties in our possession in connection with your use of the Privva Properties, to (i) comply with applicable laws, legal process or governmental request; (ii) enforce the Terms; (iii) respond to your requests for customer service; or (iv) protect the rights, property or personal safety of Privva, its users or the public, and to comply with the requests of all law enforcement or other government officials, as we in our sole discretion believe to be necessary or appropriate. We reserve the right, in our sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you. You agree that all terminations shall be made in our sole discretion and that we shall not be liable to you or any third-party for enforcing this provision.
c) Effect of Termination. Termination includes removal of access to and barring of further use of the Privva Properties, including deletion of your password and all related information, files and Content associated with or inside your Account (or any part thereof), including Your Content. Privva will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of the Terms which by their nature should survive, shall survive termination of your use of the Privva Properties, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
d) No Subsequent Registration. If your registration(s) with or ability to access Privva Properties is discontinued by Privva, you agree that you shall not attempt to re-register with or access Privva Properties through use of a different member name or otherwise. In the event that you violate the immediately preceding sentence, Privva reserves the right, in its sole discretion, to immediately take any or all of the actions set forth in these Terms without any notice or warning to you.
13. International Users. The Privva Properties can be accessed from countries around the world and may contain references to Privva Properties and other content that are not available in your country. These references do not imply that Privva intends to introduce such Privva Properties or content in your country. The Privva Properties are controlled and offered by Privva from its facilities in the United States of America. Privva makes no representations that the Privva Properties are appropriate or available for use in other locations. Those who access or use the Privva Properties from other jurisdictions do so at their own volition and are responsible for compliance with local law.
14. General Provisions.
a) Governing Law. These Terms shall be construed and enforced in accordance with the laws of the state of Maryland excluding choice of law; provided, however, that the terms of any applicable law now or hereafter enacted that is based on or similar to the uniform computer information transactions act drafted by the national conference of commissioners on uniform state laws shall not apply. Each party irrevocably agrees that any legal action, suit or proceeding brought by it that in any way arises out of these Terms must be litigated exclusively in state court in Baltimore County, Maryland or in a federal court in the District of Maryland.
b) Electronic Communications. The communications between you and Privva use electronic means, whether you visit the Privva Properties or send Privva e-mails, or whether Privva posts notices on the Privva Properties or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from Privva in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Privva provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
c) Release. You hereby release the Privva Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from third-party websites or your use of the Privva Properties. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her must have materially affected his or her settlement with the debtor.”
d) Assignment. The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Privva’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
e) Force Majeure. Privva shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
f) Compliance. If you believe that Privva has not adhered to the Terms, please contact Privva by emailing us at firstname.lastname@example.org. We will do our best to address your concerns. If you feel that your complaint has been addressed incompletely, we invite you to let us know for further investigation.
g) Notice. Where Privva requires that you provide an e-mail address, you are responsible for providing Privva with your most current e-mail address. In the event that the last e-mail address you provided to Privva is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, Privva’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Privva at the following address: Privva Inc., 8 Market Place, Suite 805, Baltimore, MD 21202 Attn: Ishan Girdhar. Such notice shall be deemed given when received by the Privva by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
h) Waiver. Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
i) Severability. If any provision of the Terms is, for any reason, held to be invalid or unenforceable, the other provisions of the Terms will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
j) Export Control. You may not use, export, import, or transfer the Privva Properties except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Privva Properties, and any other applicable laws. In particular, but without limitation, the Privva Properties 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 Privva Properties, 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. You also will not use the Privva Properties for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by Privva are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer any products, services or technology provided by Privva, either directly or indirectly, to any country in violation of such laws and regulations.
k) Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
l) Entire Agreement. The Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.
End of Terms