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Terms & Conditions

Last Modified: March 5, 2018

IMPORTANT NOTICE: DISPUTES ABOUT THESE TERMS OF USE ARE SUBJECT TO BINDING ARBITRATION AND A WAIVER OF CLASS ACTION RIGHTS AS DETAILED IN THE “MANDATORY ARBITRATION AND CLASS ACTION WAIVER [LINK]” SECTION BELOW.

This page describes the terms and conditions that govern your use of the Decipher website, which is controlled, operated and offered by Duo Security LLC (“Duo”) (Duo and Decipher are collectively referred to as "Company", “us,” “our,” or “we”).

  1. **General Rules and Definitions**
    1. If you choose to use [https://Duo.com/Decipher](/decipher) (the “**Website**”), including any content, functionality, and services we offer on the Website (collectively, the “**Services**”), you will be agreeing to comply with all of the terms and conditions of these Terms of Use between you and us. All references to “you” or “your,” as applicable, mean the person who accesses, uses, and/or participates in the Services in any manner, and each of your heirs, assigns, and successors. If you use the Services on behalf of an entity, you represent and warrant that you have the authority to bind that entity, your acceptance of the Terms of Use will be deemed an acceptance by that entity, and “you” and “your” herein will refer to that entity.
    2. Please read the Terms of Use carefully before you start to use the Services. If you do not agree to these Terms of Use, you should immediately cease use of the Services.
    3. We may change, add or remove portions of these Terms of Use at any time, and these changes will become effective immediately upon posting, unless otherwise provided in a notice to you, and except as provided in the [Mandatory Arbitration and Class Action Waiver](#classAction) section of these Terms of Use. It is your responsibility to review these Terms of Use prior to each use of the Services, and by continuing to use the Services, you agree to any changes.
    4. We may change, suspend or discontinue any aspect of the Services at any time and for any reason, including the availability of any Services feature, database, or content. We may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability.
    5. Any information we may collect about you in connection with the Services is subject to our [Privacy Policy](/decipher/privacy-policy).
    6. You must be 18 years or older to use the Services.
  2. **Content on the Services**
    1. Our Services may include a combination of content that we create, and that third parties create. We adhere to high journalistic standards and use every reasonable effort to provide informative and relevant content as part of the Services. However, in using the Services, you may be exposed to content you find offensive, indecent, objectionable or that is inaccurate; you bear all risks associated with using that content.
    2. The contents of the Services may include content provided by third parties, including materials provided by bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
    3. The contents of the Services, including the Website, are for your personal, noncommercial use and are intended for informational purposes. All materials published on the Services (including, but not limited to articles, photographs, images, illustrations, audio clips and video clips, also known as the "**Content**") are protected by copyright and other intellectual property laws, and owned or controlled by Company or the party credited as the provider of the Content. You acknowledge that the Services have been developed by us through the application of methods and standards of judgment and through the expenditure of substantial time, effort, and money, and constitute valuable intellectual property of Company and others. You are responsible for following all additional copyright and other intellectual property notices, information, or restrictions contained in any Content accessed through the Services. Except for the limited license granted to you herein, no intellectual property rights will be granted to you through the Services.
    4. The Services and Content are protected by copyright pursuant to U.S. and international copyright laws. You may not modify, publish, transmit, participate in the transfer or sale of, reproduce (except as provided in Section 2.5 of these Terms of Use), create new works from, distribute, perform, display, or in any way exploit, any of the Content or the Services (including software) in whole or in part.
    5. Subject to your compliance with these Terms of Use, we grant you a limited, non-exclusive, non-sublicensable, non-transferable, and revocable right to access and use the Services only for your own personal, non-commercial use, and only in a manner that complies with all legal requirements that apply to you or your use of the Services. We may revoke this license at any time, in our sole discretion. You may download or copy the Content and other downloadable items displayed on the Services for personal use only, provided that you maintain all copyright and other notices contained therein. Copying or storing of any Content for other than personal use is expressly prohibited without prior written permission from Company, or the copyright holder identified in the copyright notice contained in the Content.
    6. Portions of our Website may include forums or other information regarding security projects or experiments. Like all Content, this information is provided solely for informational purposes. Any information available on the Website is not and should be used as a substitute for professional information security advice that may be tailored to your specific situation. If you rely on any of the Content, you do so solely at your own risk.
  3. **Prohibited Uses**
    1. You may not access or use, or attempt to access or use, the Services to take any action that could harm us or a third party. You may not access parts of the Services to which you are not authorized. You may not attempt to circumvent any restriction or condition imposed on your use or access, or do anything that could disable or damage the functioning or appearance of the Services. You may not scrape, access, monitor, index, frame, or copy any content or information on the Services by accessing the Services in an automated way, using any robot, spider, scraper, web crawler, or any other method of access other than manually accessing the publicly-available portions of the Services through an unmodified consumer web browser. You may not copy, download (other than through page caching necessary for personal use, or as otherwise expressly permitted by these Terms of Use), modify, distribute, post, transmit, display, perform, reproduce, broadcast, duplicate, publish, republish, upload, license, reverse engineer, create derivative works from, or offer for sale any content or other information contained on or obtained from or through the Services, by any means except as provided for in these Terms or with our prior written consent.
  4. **Links**
    1. Linking to the Website and Social Media Features: You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent.

      This Website may provide certain social media features that enable you to:

      • Link from your own or certain third-party websites to certain content on this Website.
      • Send emails or other communications with certain content, or links to certain content, on this Website.
      You may use these features solely as they are provided by us, and solely with respect to the content they are displayed with and otherwise in accordance with any additional terms and conditions we provide, and you must not:
      • Establish a link from any website that is not owned by you.
      • Cause the Website or portions of it to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking, or in-line linking.
      • Link to any part of the Website other than the homepage.
      • Otherwise take any action with respect to the materials on this Website that is inconsistent with any other provision of these Terms of Use.
      • The website from which you are linking, or on which you make certain content accessible, must comply in all respects with these Terms of Use.
    2. Links from the Website: The Services may contain links to other related internet sites and resources. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for those websites. Since we are not responsible for the availability of these outside resources, or their contents, you should direct any concerns regarding any external link to such site.
  5. **Representations and Warranties and Limitation of Liability**
    1. You represent, warrant and covenant that you are at least 18 years old and are competent to enter into these Terms of Use. You hereby indemnify, defend and hold harmless Company and all officers, directors, owners, agents, information providers, affiliates, licensors and licensees (collectively, the "**Indemnified Parties**") from and against any and all liability and costs, including, without limitation, reasonable attorneys' fees, incurred by the Indemnified Parties in connection with any claim arising out of any breach by you of these Terms of Use or the foregoing representations, warranties and covenants. You will cooperate as fully as reasonably required in the defense of any such claim. Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you.
    2. The information presented through the Services is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents. We do not represent or endorse the accuracy or reliability of any advice, opinion, statement, or other information displayed, uploaded, or distributed through the Services by any user, information provider or any other person or entity. You acknowledge that any reliance upon any such opinion, advice, statement, memorandum, or information will be at your sole risk. THE SERVICES AND ALL DOWNLOADABLE SOFTWARE ARE DISTRIBUTED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. YOU HEREBY ACKNOWLEDGE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK.
    3. IN NO EVENT WILL COMPANY OR ITS AFFILIATES, LICENSORS, VENDORS, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR OTHER REPRESENTATIVES BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR OTHERWISE (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE, OR COSTS OF OBTAINING SUBSTITUTE GOODS OR SERVICES), ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, ANY MATERIALS, INFORMATION, OR RECOMMENDATIONS APPEARING ON THE SERVICES, OR ANY LINK PROVIDED ON THE SERVICES, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER BASED UPON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, VIOLATION OF STATUTE, OR OTHERWISE. THIS EXCLUSION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. IN ANY EVENT, OUR AGGREGATE LIABILITY WILL NOT EXCEED THE AMOUNT PAID FOR THE PRODUCT OR SERVICE TO WHICH THE CLAIM RELATES OR, IF THE CLAIM DOES NOT RELATE TO A PRODUCT OR SERVICE, $100.
    4. If you are a California resident, you hereby waive California Civil Code §1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." This release includes the criminal acts of others.
    5. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to you. If you are a New Jersey resident, or a resident of another state that permits the exclusion of these warranties and liabilities, then the limitations in 6.3 specifically do apply to you.
  6. **Miscellaneous**
    1. General: The Services are created, controlled and operated by Company in the USA, and the Services as well as these Terms of Use are intended for residents of the United States, its territories and possessions who are at least 18 years of age or older. If you choose to access this site from another location, you are responsible for complying with local laws, if and to the extent that local laws apply.
    2. Entire Agreement: These Terms of Use and our Privacy Policy make up the only and entire agreement between you and the Company regarding the Website and Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Website or Services.
    3. Choice of law and forum: These terms are governed by and construed in accordance with the laws of the State of Michigan and the laws of the United States, without giving effect to any conflict of law principles. Except for claims subject to mandatory arbitration, any dispute arising out of these Terms of Use or the use of the Services must be initiated and conducted in the state or federal courts of Wayne County, Michigan, and you and Company consent to the exclusive jurisdiction of such courts.
    4. Waiver and severability: No waiver of any term or condition set out in these Terms of Use by us will be deemed a further or continuing waiver of such provision or any other provision, and our failure to assert a right or provision under these Terms of Use will not constitute a waiver of such right or provision. If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision will be removed or limited to the minimum amount so that the remaining provisions of the Terms of Use will continue in full force and effect.
    5. Limitation on Time to File Claims: YOU AGREE THAT REGARDLESS OF ANY LAW OR STATUTE TO THE CONTRARY, ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED. This limitation does not apply to New Jersey residents.
    6. Relationship Between the Parties: No agency, partnership, or joint venture relationship is intended or created by these Terms of Use.
    7. Termination: These Terms of Use are effective unless and until terminated by you or us. If we terminate your right to access the Services, these Terms of Use will terminate and all rights you have to access the Services will immediately terminate; however, certain provisions of these Terms of Use will still apply post termination, including without limitation, Sections 2.4, 3, 5, 6, and 7.
  7. **Mandatory Arbitration and Class Action Waiver**

    PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

    1. Application. You and Company agree that these Terms affect interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions. This Section 7 is intended to be interpreted broadly and governs any and all disputes between us including but not limited to claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; claims that arose before these Terms of Use or any prior agreement; and claims that may arise after the termination of these Terms of Use. The only disputes excluded from this broad prohibition are the litigation of certain intellectual property and small court claims, as provided below.
    2. Initial Dispute Resolution. Most disputes can be resolved without resort to arbitration. If you have any dispute with us, you agree that before taking any formal action, you will contact us at **Decipher ℅ Duo Security, Attn: Legal, 123 North Ashley Street, Suite #200, Ann Arbor, MI 48104, USA**, and provide a brief, written description of the dispute and your contact information. Except for intellectual property and small claims court claims, the parties agree to use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation with Company, and good faith negotiations will be a condition to either party initiating a lawsuit or arbitration.
    3. Binding Arbitration. If the parties do not reach an agreed-upon solution within a period of sixty (60) days from the time informal dispute resolution is initiated under the Initial Dispute Resolution provision above, then either party may initiate binding arbitration as the sole means to resolve claims, (except as provided in section 7.7 below) subject to the terms set forth below. Specifically, all claims arising out of or relating to these Terms of Use (including the Terms of Use’s formation, performance, and breach), the parties' relationship with each other, and/or your use of the Services will be finally settled by binding arbitration administered by JAMS in accordance with the JAMS Streamlined Arbitration Procedure Rules for claims that do not exceed $250,000 and the JAMS Comprehensive Arbitration Rules and Procedures for claims exceeding $250,000 in effect at the time the arbitration is initiated, excluding any rules or procedures governing or permitting class actions.
    4. Arbitrator’s Powers. The arbitrator, and not any federal, state, or local court or agency, will have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms of Use including but not limited to any claim that all or any part of these Terms of Use is void or voidable, whether a claim is subject to arbitration, or the question of waiver by litigation conduct. The arbitrator will be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator's award will be written and binding on the parties and may be entered as a judgment in any court of competent jurisdiction.
    5. Filing a Demand. To start an arbitration, you must do the following: (a) Write a Demand for Arbitration that includes a description of the claim and the amount of damages you seek to recover (you may find a copy of a Demand for Arbitration at www.jamsadr.com); (b) Send three copies of the Demand for Arbitration, plus the appropriate filing fee, to JAMS, 150 West Jefferson, Suite 850, Detroit, Michigan 48226 USA; and (c) Send one copy of the Demand for Arbitration to us at: Decipher ℅ Duo Security, Attn: Legal, 123 North Ashley Street, Suite #200, Ann Arbor, MI 48104, USA.

      To the extent the filing fee for the arbitration exceeds the cost of filing a lawsuit, Company will pay the additional cost. If the arbitrator finds the arbitration to be non-frivolous, Company will pay the fees invoiced by JAMS, including filing fees and arbitrator and hearing expenses. You are responsible for your own attorneys' fees unless the arbitration rules and/or applicable law provide otherwise.

      The parties understand that, absent this mandatory arbitration provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court. If you are a resident of the United States, arbitration may take place in the county where you reside at the time of filing, unless you and we both agree to another location or telephonic arbitration. For individuals residing outside the United States, arbitration will be initiated in Wayne County, Michigan, United States. You and Company further agree to submit to the personal jurisdiction of any federal or state court in Wayne County, Michigan, in order to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

    6. Class Action Waiver. The parties further agree that the arbitration will be conducted in the party’s respective individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. **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 OR REPRESENTATIVE PROCEEDING**. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provisions set forth above will be deemed null and void in their entirety and the parties will be deemed to have not agreed to arbitrate disputes.
    7. Exception: Litigation of Intellectual Property and Small Claims Court Claims. Notwithstanding the parties' decision to resolve all disputes through arbitration, either party may bring enforcement actions, validity determinations or claims arising from or relating to theft, piracy or unauthorized use of intellectual property in state or federal court with jurisdiction or in the U.S. Patent and Trademark Office to protect its intellectual property rights ("intellectual property rights" means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights). Either party may also seek relief in a small claims court for disputes or claims within the scope of that court's jurisdiction.
    8. 30-Day Right to Opt Out. You have the right to opt out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice of your decision to opt out to **Decipher ℅ Duo Security, Attn: Legal, 123 North Ashley Street, Suite #200, Ann Arbor, MI 48104, USA** with the subject line, "ARBITRATION AND CLASS ACTION WAIVER OPT-OUT." The notice must be sent within thirty (30) days of (a) the Effective Date of these Terms of Use; or (b) your first date that you used the Services that contained any versions of the Terms of Use that included this version of the mandatory arbitration and class action waiver, whichever is later. Otherwise you will be bound to arbitrate disputes in accordance with the terms of these paragraphs. If you opt out of these arbitration provisions, Company also will not be bound by them.
    9. Changes to This Section. Company will provide thirty (30) days' notice of any changes to this section by posting on the Services. Amendments will become effective thirty (30) days after they are posted on the Services or sent to you by email. Changes to this section will otherwise apply prospectively only to claims arising after the thirtieth (30th) day. If a court or arbitrator decides that this subsection on "Changes to This Section" is not enforceable or valid, then this subsection will be severed from the section entitled Mandatory Arbitration and Class Action Waiver, and the court or arbitrator will apply the first Mandatory Arbitration and Class Action Waiver section in existence after you began using the Services.
    10. Survival. This Mandatory Arbitration and Class Action Waiver section will survive any termination of your use of the Services.
  8. **Comments and Concerns**
    1. This Website is operated by Duo Security LLC 123 North Ashley Street Ann Arbor, Michigan 48104.
    2. We respect the intellectual property rights of others. If you believe content you own has been copied in manner that violates your intellectual property rights, please review our [Copyright Dispute Policy](https://www.cisco.com/c/en/us/about/legal/terms-conditions.html) for further guidance. All notices of copyright infringement claims should be sent to the copyright agent designated in our [Copyright Dispute Policy](https://www.cisco.com/c/en/us/about/legal/terms-conditions.html).
    3. All other feedback, comments, and other communications relating to the Website should be directed to: **Info@decipher.sc**.