NoPorts Product Terms of Service

June 18, 2024

This NoPorts Product Terms of Service (the "Agreement") governs your use of our NoPorts service ("NoPorts"). The terms "us", "we", or "our" refer to Atsign, Inc. The terms "you" or "your" refer to the person accessing or using NoPorts, or the company or organization on whose behalf that person accesses or uses NoPorts. If you represent an organization, you represent and warrant that you are authorized to agree to this Agreement on behalf of your organization. If you do not agree to this Agreement, do not complete the registration process and do not use NoPorts.

‍IMPORTANT:  BY REGISTERING FOR NOPORTS AND CLICKING THE “I AGREE” BUTTON (OR ON A BUTTON WITH EQUIVALENT WORDING), YOU ARE ACCEPTING AND AGREEING ELECTRONICALLY TO THIS AGREEMENT. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS, DO NOT CLICK “I AGREE”, COMPLETE THE REGISTRATION PROCESS OR ACCESS OR OTHERWISE USE NOPORTS.  

1. NoPorts.

NoPorts is a system administration software tool and cloud based service used to access remote systems (gateways, industrial PCs, and many other devices) from anywhere, without the need for network configuration, and without any exposed network ports on either device. NoPorts includes a downloadable software client (“Client Software”), Apple iOS and Android mobile apps (the “Apps”) and a cloud based software service (collectively, the “Software”).

Subject to the terms of and your compliance with this Agreement, we grant you a non-exclusive, limited, personal, revocable, non-transferable, non-exclusive right and license to use NoPorts during this Agreement only for your own personal or internal business use and not for the benefit of any third party. If you are downloading the Software, the foregoing license also includes the right for you to use the Software on your hardware, equipment and devices in connection with your use of NoPorts.  We reserve all rights relating to NoPorts not expressly granted to you in this Agreement. There are no implied rights.
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NoPorts may include features or services that have separate or additional terms specific to the feature or service. If you want to use those features or services that have separate terms, you will be presented with the additional terms for acceptance.  If you do not accept them, you will not be permitted to use those features or services. You agree to comply with all laws, rules and regulations applicable to the use of NoPorts and any additional feature or service you use. You understand and agree that we may change, suspend or discontinue any part or all of NoPorts at any time. We provide notice to you of any material change to, or discontinuation of, NoPorts by email or via our website.site.
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2. Registration and Your Account.

Both registration and atSign creation and activation are required to use NoPorts. Use of NoPorts is subject to either a monthly or an annual subscription fee.  

You must provide complete and accurate information during the registration process and update your contact information to ensure it remains accurate. You are responsible for securing your account access, and for all activities that occur under your account. This includes safeguarding the device you use to receive your one-time password (OTP) and keeping it confidential. You are responsible for any activity that occurs under your account due to unauthorized access to your OTP-receiving device.

3. Hosting and Support Services.

Hosting and support services are included in NoPorts (“Support Services’’). You agree to provide Atsign with reasonable assistance and information to facilitate scheduling and performance of the Support Services. Support Services and any work provided to you as a part of the Support Services, including any report (a “Deliverable”), are accepted when delivered. We may engage qualified subcontractors to provide the Support Services. We grant you a royalty-free, perpetual, personal, non-assignable, nontransferable and nonexclusive license to use and reproduce any Deliverables for your own internal business purposes and only in connection with your use of NoPorts.

4. Payment and Taxes.

(a) Services Fees. We calculate and bill fees and charges as described on the site specific to the version of NoPorts you are using. You will pay us the applicable fees and charges for use of NoPorts as described on our applicable site using your credit card or other form of payment that we accept. We use a reputable third party payment processing service provider for processing payment transactions. You hereby authorize us to charge your credit card or other payment method. We do not store your credit card or other payment information. If any fee is not paid in a timely manner, or if Atsign is unable to process your transaction using the credit card or other payment information provided, Atsign reserves the right to cancel your access to NoPorts. All amounts payable for NoPorts will be made without setoff or deduction, and, subject to Section 5(b)(iii) below, all amounts paid are non-refundable. Unless otherwise stated, all fees are in US dollars. We may increase or add new fees and charges for NoPorts by updating the applicable site. In the event that we change the pricing for NoPorts, the fees payable by you will increase or decrease, as the case may be, upon the date specified on the applicable site. We may charge you interest at the rate of 1% per month or the highest rate permitted by law on any late payment.
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(b) Taxes. All fees and charges payable by you are exclusive of applicable taxes, levies, and duties, and other governmental charges (collectively, “Taxes”), including sales tax, use tax, value-added tax (VAT) and goods and services tax (GST) imposed or required by any applicable taxing authority. You are responsible for, and will indemnify and hold us harmless from, payment of all Taxes (other than taxes based on our net income), and any related penalties and interest, arising from the incurring or payment of fees to us under this Agreement, or from the delivery, license or use of NoPorts. You will provide us any information we reasonably request to determine whether we are obligated to collect Taxes from you, including where applicable your VAT identification number. If you are legally entitled to an exemption from any sales, use, or similar transaction tax, you are responsible for providing us with legally-sufficient tax exemption certificates for each taxing jurisdiction. We will apply the tax exemption certificates to charges under your account occurring after the date we receive the tax exemption certificates. If any deduction or withholding is required by law, you will notify us and will pay us any additional amounts necessary to ensure that the net amount that we receive, after any deduction and withholding, equals the amount we would have received if no deduction or withholding had been required. Additionally, you will provide us with documentation showing that the withheld and deducted amounts have been paid to the relevant taxing authority.

5. Term and Termination.

(a) Term; Termination. The term of this Agreement commences when you create an account and accept this Agreement by clicking “I Agree” (or equivalent wording) on the electronic click-through agreement for NoPorts and will remain in effect until terminated in accordance with this Agreement. The initial subscription period for NoPorts will be specified on our site. The Agreement will then automatically renew for successive subscription periods equal to your initial subscription period until either party terminates it as provided herein. If no subscription period is specified, the Agreement will renew month-to-month. You may terminate this Agreement by terminating NoPorts under your account. If you cancel your NoPorts subscription, you are not entitled to receive any refund for the time remaining in your subscription period. We may terminate this Agreement for any reason by providing you 30 days’ advance notice. We may also terminate your account and this Agreement, or suspend your access to NoPorts, immediately if: (i) we change the way we provide or discontinue NoPorts; (ii) you are late in payment, we are unable to charge your credit card (including if your payment is reversed), you provide false, fraudulent or invalid registration information, or you are otherwise in breach of this Agreement; (iii) we reasonably determine that your use of NoPorts poses a risk to the availability, functionality or security of NoPorts or other users or may create liability or risk of harm to us or others; (iv) we reasonably determine that your use of NoPorts is unlawful; or (v) you have ceased to conduct business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding. If we suspend your right to access or use any portion or all of NoPorts, you remain responsible for all fees and charges you have incurred during the suspension and you will not be entitled to any credit or refund. We will use commercially reasonable efforts to restore your access to NoPorts promptly following resolution of the cause of your suspension. We may suspend or terminate your access to or use of NoPorts at any time and for any reason. For the avoidance of doubt, if we terminate this Agreement or suspend or terminate your access to or use of NoPorts due to your breach or violation of this Agreement or any policies that we have, you are not entitled to any refund for the time remaining in your subscription period. if we terminate this Agreement without cause then we will issue a prorated refund to you as described in subsection 5(b) below.

(b) Effect of Termination. Upon termination of this Agreement (i) all your rights under this Agreement immediately terminate and you must immediately cease using NoPorts (including all Software) and delete all Software from your hardware, equipment, devices and computing environment; (ii) you remain responsible for all fees and charges you have incurred up to and including the date of termination and any outstanding balance for your account and any other unpaid amounts which relate to NoPorts and/or this Agreement will be immediately due and payable in full, and (iii) if we terminate this Agreement without cause then, depending on the circumstances under which we terminate, we will give you a prorated refund for the unearned portion of prepaid annual fee for NoPorts. We have no obligation to continue to store the encrypted data contained in your atServers that you have terminated or after termination of this Agreement. The definitions and the rights, duties and obligations of the parties that by their nature continue and survive, including your obligation to pay all fees and amounts owed to us and all Taxes and your indemnification obligations and the warranty disclaimer, limitation on liability, consequential damages waiver and general terms, shall survive any termination or expiration of this Agreement.

6. Intellectual Property Rights and Ownership; Open Source.

(a) Your Data. You represent and warrant to us that: (a) you have all rights in your data necessary to grant the rights contemplated by this Agreement; and (b) none of your data violates this Agreement, any applicable law or any third party’s intellectual property or other right.

(b) Our Service; Restrictions. As between the parties and except for the licenses granted by this Agreement, we retain all right, title, and interest, including all intellectual property rights, in and to NoPorts and all Software. You may not directly or indirectly do (or attempt) any of the following: (i) copy, modify, alter, tamper with, repair, or create derivative works of NoPorts (including any Software included in NoPorts); (ii) reverse engineer, disassemble, or decompile any software for NoPorts (including any Software included in NoPorts) or otherwise attempt to discover any of our source code or trade secrets relating to NoPorts or apply any other process or procedure in an attempt to derive the source code of any Software included in NoPorts; (iii) access or use NoPorts in a way to avoid, or attempt to avoid, incurring fees or exceeding usage limits or quotas; (iv) resell or sublicense NoPorts; (v) use NoPorts in connection with any fork or derivative work of the Atsign database; (vi) attempt to disable or circumvent any security mechanisms used by NoPorts; (vii) use NoPorts in a way that poses a risk to NoPorts, us, or any third party; or (viii) use NoPorts unlawfully.

(c) No Other Rights; Feedback. This Agreement does not transfer any right, title or interest in any intellectual property to you, except for the licenses as expressly granted in this Agreement. You are not obligated to provide us with any ideas, suggestions, comments, information, or other feedback about NoPorts or otherwise (collectively, “Feedback”), but if you do, we may use and exploit the Feedback for any purposes as we may determine in our sole discretion, and without any obligation or restriction of any kind or payment. Feedback is provided on a non-confidential basis.  Notwithstanding the foregoing, you understand and agree that we are not obligated to use any Feedback, and you have no right to compel any use of Feedback.

(d) Atsign Information. You may use any non-public, confidential, or proprietary information that Atsign provides to Customer (“Atsign Information”) only to evaluate NoPorts or for purposes of receiving Hosting and Support Services and will not disclose any Atsign Information to any third party without Atsign’s prior written consent. You confidentiality obligations will continue for three years after this Agreement terminates.© Open Source.  All open source software is provided under the terms of the applicable open source licenses, not this Agreement. The terms NoPorts and Software exclude all open source software.

7. Privacy Policy.

Atsign may collect your personal data and other information during the course of your application for, and use of, NoPorts, or may obtain information about you from third parties.  Such information may be stored, processed, transferred, and accessed by Atsign, third parties, and service providers for business purposes in accordance with Atsign’s Privacy Policy, which is available at [https://atsign.com/privacy-policy/] (the “Privacy Policy”).

8. Mobile App Terms.

APPLE IOS APP TERMS

The following additional terms and conditions apply with respect to any App that Atsign provides to you designed for use on an Apple iOS-powered mobile device (an “iOS App”):
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(i) You  acknowledge that this Agreement are between you and Atsign only, and not with Apple, Inc. (“Apple”).
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(ii) Your use of Atsign’s iOS App must comply with Apple’s then-current App Store Terms of Service.

(iii) Atsign, and not Apple, are solely responsible for our iOS App and the Services and Content available thereon.  You acknowledge that Apple has no obligation to provide maintenance and support services with respect to our iOS App.  To the maximum extent permitted by applicable law, Apple will have no warranty obligation whatsoever with respect to our iOS App.

(iii) Atsign, and not Apple, are solely responsible for our iOS App and the Services and Content available thereon.  You acknowledge that Apple has no obligation to provide maintenance and support services with respect to our iOS App.  To the maximum extent permitted by applicable law, Apple will have no warranty obligation whatsoever with respect to our iOS App.

(iv) You agree that Atsign, and not Apple, are responsible for addressing any claims by you or any third-party relating to our iOS App or your possession and/or use of our iOS App, including, but not limited to: (i) product liability claims; (ii) any claim that the iOS App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation, and all such claims are governed solely by this Agreement and any law applicable to us as provider of the iOS App.

(v) You agree that Atsign, and not Apple, shall be responsible, to the extent required by this Agreement, for the investigation, defense, settlement and discharge of any third-party intellectual property infringement claim related to our iOS App or your possession and use of our iOS App.

(vi) 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.

(vii) You agree to comply with all applicable third-party terms of agreement when using our iOS App (e.g., you must not be in violation of your wireless data service terms of agreement when using the iOS App).

(viii) The parties agree that Apple and Apple’s subsidiaries are third-party beneficiaries to this Agreement as they relate to your license of Atsign’s iOS App.  Upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as they relate to your license of the iOS App as a third-party beneficiary thereof.

ANDROID APP TERMS

The following additional terms and conditions apply with respect to any App that Atsign provides to you designed for use on an Android-powered mobile device (an “Android App”):

(i) You acknowledge that this Agreement are between you and Atsign only, and not with Google, Inc. (“Google”). 

(ii) Your use of Atsign’s Android App must comply with Google’s then-current Android Market Terms of Service.

(iii) Google is only a provider of the Android Market where you obtained the Android App. Atsign, and not Google, are solely responsible for Atsign’s Android App and the Services and Content available thereon. Google has no obligation or liability to you with respect to Atsign’s Android App or this Agreement.

(iv) You acknowledge and agree that Google is a third-party beneficiary to the Terms as they relate to Atsign’s Android App.

9. No Warranty.

NOPORTS, INCLUDING THE SOFTWARE, SUPPORT, HOSTING SERVICES, AND ANY DELIVERABLES, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITH NO REPRESENTATION OR WARRANTY OF ANY KIND. EXCEPT TO THE EXTENT REQUIRED BY LAW NOTWITHSTANDING THIS DISCLAIMER, WE DISCLAIM AND EXCLUDE ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, QUIET ENJOYMENT, NON-INFRINGEMENT, AND ANY WARRANTY ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. ATSIGN, FOR ITSELF AND ITS LICENSORS, DOES NOT REPRESENT, WARRANT OR GUARANTEE THAT NOPORTS WILL MEET YOUR NEEDS OR REQUIREMENTS, YOUR ACCESS TO OR USE OF NOPORTS WILL BE ALWAYS AVAILABLE, AVAILABLE AT A PARTICULAR TIME, UNINTERRUPTED OR ERROR FREE, OR THAT ANY ERRORS OR DEFECTS WILL BE CORRECTED OR THAT THE SOFTWARE IS SUITED OR SUITABLE FOR YOUR HARDWARE, EQUIPMENT, DEVICES OR COMPUTING ENVIRONMENT OR THAT NOPORTS WILL NOT CHANGE IN THE FUTURE.

10. Limitation of Liability.

WE AND OUR AFFILIATES AND LICENSORS WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA), EVEN IF IT KNOWS OF THE POSSIBILITY OF SUCH DAMAGES. WE AND OUR AFFILIATES AND LICENSORS WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DIRECT DAMAGES ARISING IN CONNECTION WITH: (A) YOUR INABILITY TO USE NOPORTS; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO NOPORTS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR CONTENT OR OTHER DATA. OUR AND OUR AFFILIATES’ AND LICENSORS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT IS LIMITED TO THE AMOUNT YOU ACTUALLY PAY US UNDER THIS AGREEMENT FOR NOPORTS DURING THE 12 MONTHS IMMEDIATELY PRIOR TO THE EVENT FIRST GIVING RISE TO THE CLAIM. THE LIMITATIONS IN THIS SECTION APPLY NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR ANY LIMITED REMEDY HEREUNDER. IF YOU ARE USING NOPORTS ON A PROMOTIONAL, TRIAL, FREE, UNPAID, OR EVALUATION BASIS, OUR AND OUR AFFILIATES’ AND LICENSORS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT IS LIMITED TO FIFTY DOLLARS ($50).

11. Indemnification.

You hereby agree to indemnify and hold harmless us, our affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any damages, losses, liabilities, penalties, fines, costs, and expenses (including reasonable legal fees and costs of litigation, including appeal) arising out of or relating to any third party claim, suit, action, investigation, or proceeding concerning: (a) your use of NoPorts (including any activities under your account and use by your employees and personnel); (b) your breach of this Agreement or violation of applicable law; or (c) your data or the combination of your data with other applications, content or processes, including any claim involving alleged infringement or misappropriation of intellectual property rights. If we or our affiliates are obligated to respond to a third party subpoena or other compulsory legal order or process seeking information related to your data or your use of NoPorts, you will also reimburse us for reasonable legal fees, as well as our employees’ and contractors’ time and materials spent responding to the third party subpoena or other compulsory legal order or process at our then-current hourly rates. We will promptly notify you of any claim subject to this Section, but we will retain control of the defense of the claim and any settlement negotiations.

12. General.

(a) General. We and you are independent contractors, and neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other. Except for the indemnified parties as provided in Section 9, this Agreement does not create any third party beneficiary rights in any individual or entity that is not a party to this Agreement. You will not transfer or assign your rights under this Agreement without our prior written consent. Our failure to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. If any portion of this Agreement is held to be invalid or unenforceable, that provision will be deemed amended to achieve as nearly as possible the same economic effect as the original provision and the remaining portions of this Agreement will remain in full force and effect.

(b) Entire Agreement. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements or communications between you and us, whether written or verbal, regarding the subject matter of this Agreement. The section headings appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or extent of such paragraph or in any way affect such section.

(c) Notice. All communications and notices to be made or given pursuant to this Agreement must be in English. We may provide any notice to you under this Agreement by posting a notice on the website for the applicable Service or sending a message to the email address associated with your account. You will be deemed to have received any email sent to the email address then associated with your account when we send the email, whether or not you actually receive the email. To give us notice under this Agreement, you must email us at legal@atsign.com.

(d) Governing Law; Jurisdiction and Venue. The laws of the State of California govern all matters arising out of this Agreement without regard to conflicts of laws provisions thereof, and the parties agree the United Nations Convention on the International Sale of Goods will not apply to this Agreement.  All disputes arising in connection herewith will be subject to the sole and exclusive jurisdiction and venue of the state and Federal courts located in San Jose, California (and the parties each hereby consent and submit to such jurisdiction and venue).

(e) Force Majeure. We will not be liable to you for any delay or failure to perform any obligation under this Agreement if the delay or failure is due to events beyond our reasonable control (“Force Majeure Event”).

(f) Government Restrictions. You may not export or re-export any part of NoPorts except in compliance with the United States export control laws and the related rules and regulations and similar non-U.S. government restrictions, if applicable. The foregoing and all accompanying documentation are deemed to be “commercial computer software” and “commercial computer software documentation,” respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212(b), as applicable. Any use, modification, reproduction, release, performing, displaying, or disclosing of the foregoing by the U.S. government is governed solely by the terms of this Agreement.

13. California Consumer Notice.

Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: NoPorts is provided by Atsign, Inc., at 1900 Camden Avenue, Suite 101, San Jose, CA 95124 USA, telephone number 1-844-827-0985. There are charges to you as the consumer imposed by us as the provider for use of NoPorts.  If you have a question or complaint regarding NoPorts or desire to receive further information, please contact Customer Service at support@atsign.com. You may also contact us by writing Atsign, Inc., 1900 Camden Avenue, Suite 101, San Jose, CA 95124 USA. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by post at 1625 North Market Blvd., Sacramento, CA 95834 or by telephone at (916) 445-1254 or (800) 952-5210 or Hearing Impaired at TDD (800) 326-2297 or TDD (916) 322-1700.