Last Update: August 3, 2023
Thank you for your interest in Proofpoint. Proofpoint offers a wide range of cybersecurity products and services, including data loss prevention products. Proofpoint has created a virtual testing desktop to permit customers to evaluate Proofpoint products that sit on the Proofpoint Information and Cloud Security Platform (respectively, “Desktop” and “Permitted Use”).
1. Acceptance of the Proof of Concept Terms of Use.
By accessing or using the Desktop, you represent that you have read and understood, and agree to be bound by these Proof of Concept (POC) Terms of Use (“Terms of Use”). If you do not agree to these Terms of Use, you may not use the Desktop.
Personally identifiable information collected about you by the Desktop is treated in accordance with Proofpoint’s privacy policy, https://www.proofpoint.com/us/legal/privacy-policy (“Privacy Policy”) which is hereby incorporated by reference into these Terms of Use.
2. Access.
We reserve the right to terminate access to the Desktop without notice. We will not be liable if, for any reason, access to the Desktop is unavailable at any time or for any period. From time to time, we may restrict access to the Desktop to a subset of permitted users. You are solely responsible for making all arrangements necessary for you to access the Desktop.
You shall use the Desktop exclusively for the Permitted Use. To access portions of the Desktop or certain resources, you may be asked to provide certain registration details or other information. It is a condition of your use of the Desktop, and you hereby represent and warrant, that all information you provide is correct, current and complete. You agree that you are solely responsible to Proofpoint for all activities identified with your access and registration. Proofpoint has the absolute right to disable any user name or password, at any time, for any reason, including, if in our sole discretion we believe that you have failed to comply with any provision of these Terms of Use.
3. Prohibited Uses.
The Permitted Use does not include any rights to, and you shall not with respect to the Desktop: (i) reverse engineer, decompile, modify, disassemble, or otherwise alter the Desktop which includes any Proofpoint products you gain access to via the Desktop, in whole or in part, except and only to the extent that such activity is expressly permitted by these Terms of Use or applicable laws; (ii) use the Desktop to circumvent the security of another party’s network / information or develop malware; (iii) use any feature of the Desktop for any purpose other than the purpose expressly stated in this Section; (iv) use the Desktop for any illegal, unauthorized, or improper purposes or in any manner that would violate these Terms of Use; (v) remove any legal, copyright, trademark, or other proprietary rights notices contained in or on the Desktop; (vi) sell, resell, share, transfer, sublicense, or fail to protect the confidentiality of any data obtained through the Desktop not authorized by these Terms of Use, directly or indirectly, to any third party, including any data broker, ad network, ad exchange, or other advertising monetization-related party; and (vii) intentionally interfere with or disrupt Proofpoint’s services or servers or networks connected to services; (viii) use the Desktop in connection with any product or service that is competitive with Proofpoint’s offerings or for the development or creation of a solution (combined or standalone) that is competitive with Proofpoint’s offerings or for any other purpose that is to Proofpoint’s commercial disadvantage; and (ix) use the Desktop in a manner not authorized under these Terms of Use.
4. Notification of Violation.
If you become aware of any violation of these Terms of Use by any person, including other users or third parties, you shall notify your Proofpoint Sales Engineer immediately.
5. Intellectual Property.
As between you and Proofpoint, all rights, title and interest in and to all the intellectual property rights in the Proofpoint Intellectual Property are owned exclusively by Proofpoint and its licensors, notwithstanding any other provision in these Terms of Use or any other agreement. The Proofpoint Intellectual Property is protected by United States and international laws regarding copyrights, trademarks, trade secrets and other intellectual property or proprietary rights. As used herein, “Proofpoint Intellectual Property” means the information, text, displays, images, video, audio, and user interfaces included in or generated by the Desktop, and the design, selection and arrangement thereof, as well as the technology that is used by Proofpoint to deliver the Desktop, including: (a) software code (whether in source or object form) including platforms and applications, hardware, algorithms, templates, graphical user interfaces, architectures, class libraries, application programming interfaces, objects, methodologies, and documentation (both printed and electronic) in existence as of the date of first use of the Desktop or otherwise acquired or developed by Proofpoint apart from the services rendered under these Terms of Use; and (b) any derivative works, improvements, enhancements or extensions of the foregoing made by either you or Proofpoint. Except as expressly provided in these Terms of Use, Proofpoint does not grant you (and expressly reserves) any rights, express or implied, or ownership in the Proofpoint Intellectual Property. No right, title or interest in or to the Desktop is transferred to you. Proofpoint reserves all rights not expressly granted to you herein. You hereby grant to Proofpoint a royaltyfree, fullypaid, nonexclusive, nontransferable, sublicensable, worldwide right to use: (a) electronic data uploaded or processed by you to the Desktop; and (b) any software, methodologies, templates, business processes, documentation or other material authored, invented or otherwise created by you using or for use with the Proofpoint Intellectual Property provided by you to Proofpoint solely to provide the Desktop. Any use of the Desktop not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws. You are permitted to use the Desktop only for the Permitted Use. You shall not copy, modify, create derivative works of, publicly display or perform, republish, download or store, or transmit any Proofpoint Intellectual Property without Proofpoint’s express prior written consent or except as expressly provided in these Terms of Use.
6. Feedback & Suggestions.
If you have any direct feedback, comments, suggestions, requests for support and other communications relating to the Desktop, please contact your Proofpoint Sales Engineer. Proofpoint shall have a royaltyfree, worldwide, nonexclusive, transferable, sublicensable, irrevocable, perpetual right and license to make, use, sell, offer for sale, import or otherwise incorporate for any purpose, any feedback, and suggestions for improvements or enhancements to the Desktop and the Proofpoint products.
7. Disclaimer of Warranties.
You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for antivirus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIALOFSERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE DESKTOP OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE DESKTOP OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
YOUR USE OF THE DESKTOP, INCLUDING ANY WEBSITE CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE DESKTOP, IS AT YOUR OWN RISK AND PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER PROOFPOINT NOR ANY PERSON ASSOCIATED WITH PROOFPOINT MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE DESKTOP. WITHOUT LIMITING THE FOREGOING, NEITHER PROOFPOINT NOR ANYONE ASSOCIATED WITH PROOFPOINT REPRESENTS OR WARRANTS THAT THE DESKTOP WILL BE ACCURATE, RELIABLE, ERRORFREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE DESKTOP OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE DESKTOP WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
PROOFPOINT HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE DESKTOP AND THE WEBSITE CONTENT, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
8. Limitation of Liability.
EXCEPT TO THE EXTENT THAT A DISCLAIMER OF LIABILITY IS PROHIBITED UNDER APPLICABLE LAW, IN NO EVENT WILL PROOFPOINT, ITS AFFILIATES AND ITS LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS AND DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE DESKTOP, INCLUDING ANY WEBSITE CONTENT, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.
9. Export Restrictions.
You may not access, download, use or export materials posted to the Desktop in violation of U.S. export laws or regulations, including the Export Administration Regulations (EAR), or in violation of any other applicable export or import laws or regulations. You agree to comply with all export laws and restrictions and regulations of any United States or foreign agency or authority.
10. No Commitment to do Business.
You understand and agree that nothing requires either party to proceed with any proposed transaction or relationship in connection with, which any confidential information may be disclosed.
11. Waiver and Severability.
No waiver of these Terms of Use by Proofpoint shall be deemed a further or continuing waiver of such term or condition or any other term or condition, and any failure of Proofpoint to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.
If any provision of these Terms of Use is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.
12. Termination.
Access to the Desktop and the license granted hereunder shall remain in effect for a period of ninety (90) days. Notwithstanding, Proofpoint reserves the right to terminate access to the Desktop at any time for any reason without notice, and all licenses, permissions and other rights granted to you hereunder shall immediately terminate. In the event of termination for any reason, Sections 5, 8 and 9 herein shall survive.
13. Applicable Law.
These Terms of Use will be governed by the laws of the State of California and the United States of America, without regard to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply. You hereby consent to the exclusive jurisdiction of the state and federal courts located in Santa Clara, County, California, for resolution of any disputes arising out of these Terms of Use.
14. Entire Agreement.
The Terms of Use and our Privacy Policy constitute the sole and entire agreement between you and Proofpoint with respect to the Desktop and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to the Desktop. For the avoidance of doubt, these Terms of Use do not supersede any Master subscription agreement or other agreement pursuant to which you have been granted the right to use or access a Proofpoint product or service.
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Last updated August 10, 2023.