Terms of Use

These terms and conditions of use (“Terms of Use”) govern your use of our online interfaces and properties (e.g., websites and mobile applications) owned and controlled by Ciphertext Solutions, Inc. (“Company”), including the www.issuedirect.com and www.ciphertextsolutions.com websites, IssueDirect mobile application, and our online customer support portal (collectively, the “Site”). Your compliance with these Terms of Use is a condition to your use of the Site. If you do not agree to be bound by the Terms of Use, promptly exit this Site. Please also consult our Privacy Policy for a description of our privacy practices and policies.

By accessing or using the Site, you represent and warrant that you are at least eighteen (18) years of age, or the age of majority in your jurisdiction, whichever is greater. If you do not meet this age requirement, you are not permitted to access or use the Site, and you must immediately exit the Site. Company reserves the right to terminate your access to the Site and to suspend or delete your account if Company learns or has reason to believe that you do not satisfy the age requirements set forth herein.

The Site is intended solely for use by adults and is not directed to, and should not be used by, children under the age of thirteen (13). Company does not knowingly collect, solicit, or maintain personal information from any person under the age of thirteen (13). If Company learns that it has inadvertently collected personal information from a child under the age of thirteen (13), Company will take steps to promptly delete such information from its records. If you have reason to believe that Company has collected personal information from a child under the age of thirteen (13), please contact Company immediately at legal@ciphertextsolutions.com. Parents and guardians are solely responsible for monitoring and supervising the internet use of their minor children. Company expressly disclaims any responsibility or liability for any access to or use of the Site by minors, and any such access or use is in violation of these Terms of Use.

By accessing or using the Site, you represent and warrant that:

• (i) you have the full right, power, legal capacity, and authority to enter into and be bound by these Terms of Use as a binding legal agreement;
• (ii) if you are accessing or using the Site on behalf of a legal entity, you have the authority to bind such entity to these Terms of Use, and the term “you” shall refer to such entity;
• (iii) your use of the Site does not violate any applicable law or regulation;
• (iv) you are not located in, under the control of, or a national or resident of any 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
• (v) you are not listed on any U.S. government list of prohibited or restricted parties, including the Office of Foreign Assets Control (OFAC) Specially Designated Nationals List or the U.S. Department of Commerce Denied Persons List.

Company makes no representation that the Site or its Content is appropriate, lawful, or available for use in any jurisdiction other than the United States. Access to or use of the Site from any jurisdiction where such access or use is illegal is expressly prohibited. You are solely responsible for compliance with all applicable laws and regulations of the jurisdiction from which you access the Site. Company shall have no liability arising from or related to your failure to comply with this Section or any misrepresentation you make in connection with your eligibility to access or use the Site.

All pages within this Site and any material made available for download are the property of Company, or its licensors or suppliers, as applicable. The Site is protected by United States and international copyright and trademark laws. The contents of the Site, including without limitation, all data, files, documents, text, photographs, images, audio, and video, and any materials accessed through or made available for use or download through this Site (“Content”) may not be copied, distributed, modified, reproduced, published or used, in whole or in part, except for purposes authorized by these Terms of Use or otherwise approved in writing by Company. You may not frame or utilize framing techniques to enclose, or deep link to, any name, trademarks, service marks, logo, Content or other proprietary information (including images, text, page layout, or form) of Company without our express written consent.

We reserve the right to approve, decline, suspend or terminate your account at any time in our sole discretion. You are prohibited from violating or attempting to violate the security of the Site, including, without limitation, (a) accessing data not intended for you or logging onto a server or an account which you are not authorized to access; or (b) attempting to probe, scan, or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; or (c) accessing or using the Site or any portion thereof without authorization, in violation of these Terms of Use, or in violation of applicable law.

You may not use any scraper, crawler, spider, robot, or other automated means of any kind to access or copy data on the Site, deep-link to any feature or content on the Site, or bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Site.

Violations of system or network security may result in civil or criminal liability. Company will investigate occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations. You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of this Site or any activity being conducted on this Site.

Your access to the Site may be revoked by Company at any time with or without cause. You agree to defend, indemnify and hold Company harmless from and against all third party claims, damages, and expenses (including reasonable attorneys’ fees) against or incurred by Company arising out of your breach of these Terms of Use or violation of applicable law or your use of or access to the Site.

Although Company attempts to ensure the integrity and accuracy of the Site, it makes no representations, warranties, or guarantees whatsoever as to the correctness or accuracy of the Site and Content thereon. It is possible that the Site could include typographical errors, inaccuracies, or other errors, and that unauthorized additions, deletions, and alterations could be made to the Site by third parties. In the event that an inaccuracy arises, please inform Company so that it can be corrected. Company reserves the right to unilaterally correct any inaccuracies on the Site without notice. Information contained on the Site may be changed or updated without notice. Additionally, Company shall have no responsibility or liability for information or Content posted to the Site from any non-Company affiliated third party.

Company makes no representations whatsoever about any other website that you may access through this Site. When you access and use a non-Company website, please understand that it is independent from Company, and that Company has no control over the security of and content on that website. In addition, a link to a non-Company website does not mean that Company endorses or accepts any responsibility for the content, or the use, of the linked website. It is up to you to take precautions to ensure that whatever you select for your use or download maintains appropriate security and is free of such items as viruses, worms, Trojan horses, and other items of a destructive nature. If you elect to access or use any of the third party websites linked to this Site, you do this entirely at your own risk.

You may use the Site only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Site:

• In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
• For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
• To send, knowingly receive, upload, download, use or re-use any material which does not comply with the Content Standards set out in these Terms of Use.
• To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation.
• To impersonate or attempt to impersonate the Company, a Company employee, another user or any other person or entity (including, without limitation, by using e-mail addresses associated with any of the foregoing).
• To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Site, or which, as determined by us, may harm the Company or users of the Site or expose them to liability.

Additionally, you agree not to:

• Use the Site in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Site, including their ability to engage in real time activities through the Site.
• Use any robot, spider or other automatic device, process or means to access the Site for any purpose, including monitoring or copying any of the material on the Site.
• Use any manual process to monitor or copy any of the material on the Site or for any other unauthorized purpose without our prior written consent.
• Use any device, software or routine that interferes with the proper working of the Site.
• Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
• Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Site, the server on which the Site is stored, or any server, computer or database connected to the Site.
• Attack the Site via a denial-of-service attack or a distributed denial-of-service attack.
• Otherwise attempt to interfere with the proper working of the Site.

If you submit, upload, post, or transmit any personal information, consent forms, agreements, requests, comments, ideas, suggestions, information, files, videos, images, or other materials to us or our Site (“User Contributions”), you represent and warrant to Company that you have the legal right and authorization to provide all User Contributions to Company for use as set forth herein and required by Company. All User Contributions must comply with the Content Standards set out in these Terms of Use.

You grant us and our licensees, successors and assigns a non-exclusive, transferable license during the term of these Terms of Use to:

• (i) use, reproduce, modify, display, and distribute User Contributions in connection with operating, providing, and improving the Site and Company’s services, and to review User Contributions to ensure compliance with these Terms of Use and any applicable third party terms;
• (ii) make general public statements to the media, including press releases, announcements, marketing materials, and publicly through any channel or medium, that refer to you in plain text by name or using your trademarks with respect to these Terms of Use without obtaining your prior consent, provided that the disclosure is accurate and not misleading or disparaging; and
• (iii) reference your participation in the services in its regulatory filings and to disclose these Terms of Use in responding to regulatory inquiries; provided, however, that Company shall not have any obligation to publicize your usage of our services or Site.

Company may de-identify your information such that it is no longer considered personally identifiable information. Company may disclose, aggregate, sell, or otherwise use such de-identified information to third parties for analytics, research, or other purposes.

You agree to defend, indemnify, and hold harmless Company from and against all third party claims, damages, and expenses (including, but not limited to, reasonable attorneys’ fees) against or incurred by us arising out of any User Contributions you upload to or transmit through the Site or any breach of this Section 6.

These content standards apply to any and all User Contributions. User Contributions must in their entirety comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, User Contributions must not:

• Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.
• Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
• Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person.
• Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy.
• Be likely to deceive any person.
• Promote any illegal activity, or advocate, promote or assist any unlawful act.
• Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person.
• Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
• Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising.
• Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

COMPANY DOES NOT WARRANT THAT ACCESS TO OR USE OF THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE SITE WILL BE CORRECTED. THIS SITE, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN IT OR ANY SITE-RELATED SERVICE, IS PROVIDED “AS IS”, WITH ALL FAULTS, WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY OF INFORMATION, QUIET ENJOYMENT, AND TITLE/NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THE ACCURACY, COMPLETENESS OR TIMELINESS OF THE INFORMATION OBTAINED THROUGH THE SITE.

YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THIS SITE, SITE-RELATED SERVICES, AND LINKED WEBSITES. COMPANY DOES NOT WARRANT THAT FILES AVAILABLE FOR DOWNLOAD WILL BE FREE OF VIRUSES, WORMS, TROJAN HORSES, OR OTHER DESTRUCTIVE PROGRAMMING. YOU ARE RESPONSIBLE FOR IMPLEMENTING PROCEDURES SUFFICIENT TO SATISFY YOUR NEEDS FOR DATA BACK UP AND SECURITY.

WARRANTIES RELATING TO PRODUCTS OR SERVICES OFFERED, SOLD, AND DISTRIBUTED BY COMPANY ARE SUBJECT TO SEPARATE WARRANTY TERMS AND CONDITIONS, IF ANY, PROVIDED WITH OR IN CONNECTION WITH THE APPLICABLE PRODUCTS OR SERVICES.

COMPANY AND ANY THIRD PARTIES MENTIONED ON THIS SITE ARE NEITHER RESPONSIBLE NOR LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION) ARISING OUT OF OR RELATING IN ANY WAY TO THE SITE, SITE-RELATED SERVICES, CONTENT OR INFORMATION CONTAINED WITHIN THE SITE, AND/OR ANY LINKED WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE, ANY CONTENT OR INFORMATION ON THE SITE, SITE-RELATED SERVICES, AND/OR LINKED WEBSITES IS TO STOP USING THE SITE AND/OR THOSE SERVICES. TO THE EXTENT ANY ASPECTS OF THE FOREGOING LIMITATIONS OF LIABILITY ARE NOT ENFORCEABLE, THE MAXIMUM AGGREGATE LIABILITY OF COMPANY TO YOU WITH RESPECT TO YOUR USE OF THIS SITE IS $500 (FIVE HUNDRED DOLLARS).

We have the right to:

• Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
• Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Use, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Site or the public or could create liability for the Company.
• Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
• Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Site.
• Terminate or suspend your access to all or part of the Site for any violation of these Terms of Use.

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Site. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

These Terms of Use and any dispute arising out of or relating to the Site, the Content, or these Terms of Use shall be governed by and construed in accordance with the laws of the State of New Jersey, without regard to its conflict of laws principles. PLEASE READ THIS SECTION CAREFULLY — IT AFFECTS YOUR LEGAL RIGHTS. Any dispute, claim, or controversy arising out of or relating to these Terms of Use or the Site, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules then in effect, except as modified herein. The arbitration shall be held in the State of New Jersey. The arbitrator shall apply New Jersey law consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized at law. The arbitrator’s award shall be final and binding upon the parties and may be entered as a judgment in any court of competent jurisdiction. YOU AND COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void, and all disputes shall be resolved exclusively in the state or federal courts located in the State of New Jersey. Notwithstanding the foregoing, either party may bring an individual action in small claims court for disputes within the jurisdictional limits of such court. Nothing in this Section shall prevent Company from seeking injunctive or other equitable relief in any court of competent jurisdiction for the protection of its intellectual property rights, proprietary information, trade secrets, or to prevent unauthorized access to or use of the Site. Each party shall bear its own costs and attorneys’ fees in any arbitration; provided, however, that if the arbitrator determines that a claim or defense raised by you is frivolous or brought for an improper purpose, the arbitrator may award Company its reasonable attorneys’ fees and costs. You have the right to opt out of this arbitration provision by sending written notice of your decision to opt out to: Ciphertext Solutions, Inc., Attn: Legal Department, Ciphertext Solutions, Inc., P.O. Box 861, Saddle Brook, NJ 07663, within thirty (30) days of your first use of the Site. If you opt out, all disputes shall be resolved exclusively in the state or federal courts located in the State of New Jersey, and you consent to the personal jurisdiction of such courts. BY AGREEING TO THESE TERMS OF USE, YOU AND COMPANY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.