THIS AGREEMENT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS AND ALSO LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.
Welcome to Dashlane! Dashlane SAS, a wholly owned subsidiary of Dashlane Inc. (a Delaware corporation) ("Dashlane", "we", "us", or "our"), operates www.Dashlane.com (the "Site") and provides our users (each user, "you") with the Dashlane software application, a web assistant designed to simplify and expedite your experience on the web by holding personal data in a secure vault and actively using it to perform repetitive web actions (the "App"), as well as a number of related services (collectively, with the App, the "Services"). The following terms and conditions (the "Terms of Service") form a binding agreement between you and us regarding your use of the Site and Services.
Please read these terms of service carefully. By accessing the site and using the services you agree to be bound by these terms of service. If you are entering into these terms of service on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to all of these terms and conditions, in which case the terms "you" or "your" shall refer to such entity. If you do not have such authority, or if you do not wish to be bound by these terms of service, you may not access or use this site. You hereby agree to the use of electronic communications in order to enter into this agreement, to create other records and to the electronic delivery of notices, policies and records of transactions between you and Dashlane with respect to this agreement, as further detailed in section 14. This agreement includes a class action waiver that affects your rights.
To use our Services, you must download the App, register through the App and set up an account with us by providing your email address and selecting a password (collectively, referred to as your "Account Credentials"). You may not transfer or share your Account Credentials with any third parties, and you are solely responsible for maintaining the confidentiality of your Account Credentials. You acknowledge and agree that we rely on Account Credentials to know whether users using our Services are authorized to do so. You agree to be responsible for any act or omission of any users that access the Site or Services under Your Account Credentials.
Dashlane enables you to share access credentials for third party accounts, such as Netflix, twitter, Hulu, etc., along with secure notes and comments (collectively, access credentials and related notes and comments are referred to as “Third Party Account Information”) with other Dashlane users that you designate (“Recipients”) and create and manage a group of Recipients that can access your Third Party Account Information (“Sharing Group”). By creating a Sharing Group, you are authorizing Dashlane to share your Third Party Account Information with the Recipients in your Sharing Group. By granting admin privileges to a Recipient in a Sharing Group, you may also authorize Dashlane to allow that Recipient to reshare or update your Third Party Account Information. You are responsible for granting or revoking a Recipient’s access to your Third Party Account Information at all times.
You may designate an individual as your emergency contact and set parameters around release of your Third Party Account Information, including a waiting period after we receive a request from an emergency contact for you to respond to such request. You agree that provided the parameters for release are met, Dashlane may release your Third Party Account Information to any person you designate as an emergency contact and you release Dashlane from any and all liability and waive any claim you may have as a result of or in connection with such release.
In the event that you are purchasing a Dashlane Premium license that allows you to share the service offered via the Site and the App with a group of people, (“Team Version”), then in addition to these Terms binding each individual user of the Site and App, you agree to the following:
You have the authority to act on behalf of (and bind) any person or organization for which you are registering the Team Version to these Terms of Service;
Each person that you provide with a Dashlane account pursuant to your Team Version license will be provided with a copy of these Terms of Service;
You or the people or organization(s) that you have granted access to your Team Version (and not Dashlane) will be responsible for managing Account Credentials for each person to whom you grant access and you agree to pay Dashlane an annual license fee for each account.
License. Provided that you comply with the terms of this Agreement, Dashlane grants you a personal, limited, non-exclusive and non-transferable license to install and use the App on a single computer, solely in object code format. This license does not entitle you to receive from Dashlane hard-copy documentation, support, telephone assistance, or enhancements or updates to the App, though we may provide any of the foregoing in our sole discretion. You may install the App on multiple devices (and we encourage you to do so), but each installation is governed by its own license. In addition to the other restrictions set forth herein, You may not incorporate, integrate or otherwise include the App or any portion thereof into any other software, program or product.
Usage. Now that you have the App, you will input the data you wish for the App to store, including your addresses, payment information and other personal information ("Stored Data"). You may select which category of this Stored Data (except for financial account information such as credit card numbers) ("Selected Data") is to be synchronized with our servers through the Services in accordance with our documentation. You may add any number of devices to your Account. Once you have these other devices linked to your Account, you can use your Selected Data on those devices as well. You agree and understand that this synchronization function is meant for your personal or internal business use only. You are responsible for all activities occurring with any versions of the App you install. You must abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Services. Your Selected Data may not be available or restorable if: (a) you delete the Selected Data from the App; (b) your computer is unable to access the internet or Dashlane servers; (c) you fail to follow Dashlane’s technical requirements, including upgrading the version of your App as required; (d) you uninstall the App, or (e) you forget your password to log in to your Dashlane account.
Stored Data. You are solely responsible for maintaining the confidentiality of the Stored Data. The App is designed to encrypt the Stored Data on your personal computer using AES-256 encryption, but encryption alone does not guarantee the security of the Stored Data. You are responsible for preventing unauthorized third parties from accessing that device and, if you use the Services as well, following the requirements in Dashlane’s Terms of Service. Dashlane cannot guarantee the completeness or accuracy of the Stored Data that is inputted onto a web page by the App. As the App processes are automatic, Dashlane does not screen the Stored Data when provided through the App. You should confirm the accuracy of the Stored Data that is inputted onto a web page by the App each and every time you use the App. The App operates in third-party web browsers, and Dashlane has no responsibility for any such browser. Your use of these third-party browsers on third party websites will be at your own risk and subject to the terms and conditions of those third parties. Dashlane makes no representations or warranties, express or implied, regarding the third party websites or services, and Dashlane disclaims all liability related thereto. To uninstall the App, please visit the App FAQ https://www.Dashlane.com/support/).
Usage Information. When installed, the App may, from time to time, automatically report back information to Dashlane’s servers related to installation, updates, usage and errors arising in connection with your use of the App, without notice to you. These reports do not personally identify you. The primary use of this data is to help diagnose and resolve technical and performance issues in relation to the App’s compatibility with the latest operating systems. The App may also provide Dashlane with anonymous information about use of the App’s features. Dashlane uses this information in the aggregate to determine which App features are most popular and useful to its users, and to validate the continued existence and usage of an installed App. The App may also provide Dashlane with anonymous information about transactions and web actions completed using the App, for statistical and marketing purposes. The App may contain a specific identification number for the purpose of tracking the number of unique instances of the App in use. All of the data processed by Dashlane in accordance with this paragraph is strictly anonymous and cannot serve to identify you.
No Duty to Correct Errors. Without limiting the provisions of Section 2(a), you acknowledge and agree that Dashlane has no obligation under this Agreement to correct any defects or errors in the App furnished to you under this Agreement, regardless of whether you inform Dashlane of such defects or errors or Dashlane otherwise is, or becomes aware of, such defects or errors. To the extent Dashlane provides you with any updates or upgrades to the App, such updates and upgrades shall be deemed to constitute part of the App and shall be subject to all terms and provisions set forth in this Agreement, including, without limitation, terms and provisions related to licenses, use restrictions, ownership and distribution of the App. Dashlane may provide mandatory updates to the App with or without notice to you to ensure the continued performance, security and stability of the App. Dashlane may also make available other updates to the App that you will have the option to install
DASHLANE CONTENT. The Dashlane content made available or displayed on the Site or sent to you through the Services (other than any Selected Data or Stored Data) (the "Dashlane Content") and any derivative works thereof made by us is proprietary to us or our licensors and should be considered our confidential information. We consider our provision of Dashlane Content to be one of the Services we may offer you. You agree at all times to hold in strict confidence and not disclose to any third party the Dashlane Content, or any component thereof, except as authorized by these Terms of Service or otherwise approved in writing by us. Subject to these Terms of Service, we hereby grant you a limited, non-exclusive, non-transferable license to use, display and reproduce the Dashlane Content solely for your personal or internal business use and for no other purpose. You may not: (a) use the Dashlane Content or any part thereof to develop products or technologies similar to the products of Dashlane; (b) reproduce, republish, modify or alter the Dashlane Content; (c) distribute or sell, rent, lease, license or otherwise make the Dashlane Content available to others; or (d) otherwise remove any text, copyright or other proprietary notices contained in the Dashlane Content. Any copy of the Dashlane Content or portion thereof must include all copyright notices, information, and restrictions contained in, or attached to, any of the Dashlane Content, and you must abide by the foregoing notices and restrictions. We reserve the right to refuse to provide you certain Dashlane Content. As between you and us, we retain all right, title and interest in and to the Dashlane Content, and all related intellectual property rights. We reserve all rights not granted in these Terms of Service. You will immediately notify us in the event of any loss or unauthorized disclosure of any Dashlane Content. Upon our written request, or your termination of these Terms of Service, you must promptly delete or destroy all documents and other tangible materials representing any Dashlane Content and all copies thereof.
OWNERSHIP. You understand and acknowledge that the software, code, proprietary methods and systems used to provide the Site or Services and all updates, modifications and enhancements thereto (collectively, "Our Technology") are: (a) copyrighted by us and/or our licensors under United States and international copyright laws; (b) subject to other intellectual property and proprietary rights and laws; and (c) owned by us or our licensors. Our Technology may not be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale, or redistributed in any way without our prior written permission and the prior written permission of our applicable licensors. You must abide by all copyright notices, information, and restrictions contained in or attached to any of Our Technology. Nothing in these Terms of Service grants you any right to receive delivery of a copy of Our Technology or to obtain access to Our Technology except as generally and ordinarily permitted through the Site according to these Terms of Service. Furthermore, nothing in these Terms of Service will be deemed to grant, by implication, estoppel or otherwise, a license to Our Technology. Certain of the names, logos, and other materials displayed on the Site or in the Services constitute trademarks, tradenames, service marks or logos ("Marks") of Dashlane or other entities. You are not authorized to use any such Marks. Ownership of all such Marks and the goodwill associated therewith remains with us or those other entities. Any use of third party software provided in connection with the Site or Services will be governed by such third parties’ licenses and not by these Terms of Service.
Safe Search. The Dashlane “Safe Search” function is an optional enhancement offered by Dashlane that replaces your browser’s default search engine with a new search engine that provides additional security information about each website listed in your search results, such as any past security breaches on the site, your password strength for that site, or whether the site emails your passwords back to you in plain text. By opting in to use Safe Search, you expressly permit and authorize Dashlane to install cookies and the Safe Search executable code on your browser. You may disable Safe Search any time, which will reset your search engine to its prior state. DASHLANE PROVIDES THE SAFE SEARCH RESULTS AS A COURTESY ONLY AND DOES NOT REPRESENT OR WARRANT ANY RESULTS OF ANY SEARCH RESULTS NOR DOES DASHLANE ASSUME ANY RESPONSIBILITY OR LIABILITY FOR THE PRACTICES OF ANY THIRD PARTY SITE OR GUARANTEE THE SECURITY OF ANY THIRD PARTY SITE. SAFE SEARCH RESULTS DO NOT CONSTITUTE AN ENDORSEMENT OR APPROVAL OF ANY SITE.
General Rules of User Conduct. It is our goal to make access to our Site and Services a good experience for all of our users. You agree not to, and represent and warrant that you will not:
Use, reproduce, resell or exploit: (a) all or any portion of the Site or Services; or (b) your access to the Site or Services, in each case for any purpose other than that for which the Site or Services are being provided to you;
Conduct or promote any illegal activities while using the Site or Services;
Upload, distribute or print anything that may be harmful to minors;
Violate the rights of any third party, including any intellectual property rights;
Attempt to reverse engineer, disassemble, decompile, or translate or jeopardize the correct functioning of the Site or any Services, or otherwise attempt to derive the source code of the software (including the tools, methods, processes, and infrastructure) that enables or underlies the Site or any Services;
Attempt to gain access to secured portions of the Site or Services to which you do not possess access rights;
Upload or transmit any form of virus, worm, Trojan horse, or other malicious code;
Use the Site or Services to generate unsolicited email advertisements or spam;
Use the Site or Services to stalk, harass or harm another individual;
Use any automatic, electronic or manual process to harvest information from the Site or Services (including without limitation robots, spiders or scripts);
Interfere in any way with the proper functioning of the Site and Services or interfere with or disrupt any servers or networks connected to the Site or Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Site or Services;
Impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; or
Mirror or frame the Site or any content, place pop-up windows over its pages, or otherwise affect the display of its pages.
MODIFICATIONS TO THE SITE AND SERVICES. We reserve the right to modify or discontinue the Site or Services with or without notice to you. We will not be liable to you or any third party should we exercise our right to modify or discontinue the Site and/or Services. If you object to any such changes, your sole recourse will be to cease access to or use of the Site or Services. Continued access to the Site or Services following notice of any such changes will indicate your acknowledgement of such changes and satisfaction with the Site or Services as so modified.
FEEDBACK. In the event that you provide us any ideas, thoughts, criticisms, suggested improvements or other feedback related to Dashlane, the Site or the Services (collectively "Feedback"), you agree we may use the Feedback to modify our products and services and that you will not be due any compensation, including any royalty related to the product or service that incorporates your Feedback. You grant to us a worldwide, royalty-free, fully paid, perpetual, irrevocable license to use, reproduce, modify, translate, distribute, perform, display, import, sell, offer for sale, make, have made and otherwise exploit the Feedback in any form, media, or technology, whether now known or hereafter developed, and to allow others to do the same. This is true whether you provide the Feedback on the Site or through any other method of communication with us, unless we have entered into a separate agreement with you that provides otherwise.
TERMINATION. The Agreement will be in effect as of the date you accept this Agreement, or as of the date you first install or use the Site or any component of the Services, whichever first occurs. This Agreement will terminate immediately without notice to you if you breach any term or condition herein. You shall be entitled to terminate this Agreement without cause at any time by stopping all use of the Site and Services. Dashlane shall be entitled to terminate this Agreement without cause upon written notice to you. Upon termination, all rights granted to you under this Agreement will immediately cease, you may not thereafter install or use any of the Services, and you must delete or destroy all copies of the App in your possession. We may delete any of your Stored Data upon termination. All provisions of this Agreement, except for the license grant in Section 2(a) above, survive the termination of this Agreement, including our proprietary rights in the Site, Services, Feedback and Our Technology. Dashlane may take any technical remedies to prevent unsolicited bulk communications from entering, utilizing, or remaining within Dashlane’s computer or communications networks. You agree that we will not be liable to you or any other party for any termination of your access to the site or services.
DISCLAIMER OF WARRANTIES. Dashlane uses commercially reasonable efforts to encrypt the Stored Data in a secured manner but cannot guarantee the security of the Stored Data. You expressly agree that your use of the site and/or services is at your sole risk. The site and services are provided by us on an "as is" and "as available" basis. We expressly disclaim all warranties of any kind, whether express or implied, including, but not limited to, any warranties of merchantability, fitness for a particular use or purpose, non-infringement, title, operability, condition, quiet enjoyment, value, accuracy of data and system integration. We make no warranty that the site and/or services will meet your requirements, or that the site and/or services will be uninterrupted, timely, secure, or error free; nor do we make any warranty as to the results that may be obtained from the use of the site or services, or that defects in the site or services will be corrected. You understand and agree that any content or information downloaded or otherwise obtained through the use of the site or services is done at your own discretion and risk and that you will be solely responsible for any damage to your computer services or loss of data that results from the download of such material and/or information. No content, advice or information, whether oral or written, obtained by you from us through the site, services, or otherwise will create any warranty, representation or guarantee not expressly stated in these terms of service.
LIMITATION OF LIABILITY. You acknowledge and agree that we are only willing to provide access to the site and to provide the services if you agree to certain limitations of our liability to you and to third parties. You understand that to the extent permitted under applicable law, in no event will we or our officers, employees, directors, parents, subsidiaries, affiliates, agents or licensors be liable for any indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of revenues, profits, goodwill, use, data, lost opportunities, or business interruptions or other intangible losses (even if such parties were advised of, knew of or should have known of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy), arising out of or related to your use of or access to, or the inability to use or to access, the site or the services, regardless of whether such damages are based on contract, tort (including negligence and strict liability), warranty, statute or otherwise. In no event will we be liable to you or any third party in connection with any act or omission of any user of the site. If you are dissatisfied with any portion of this site or the services, your sole and exclusive remedy is to discontinue use of the site and the services. Our total liability to you for all claims arising from or related to the site or the services is limited, in aggregate, to one hundred dollars (U.S. $100.00). 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 and disclaimers may not apply to you. To the extent that we may not, as a matter of applicable law, disclaim any implied warranty or limit liabilities, the scope and duration of such warranty and the extent of our liability will be the minimum permitted under such applicable law.
Without limiting the foregoing, under no circumstances WILL WE or our licensors be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond our reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, OR non-performance of third parties.
INDEMNIFICATION. You agree to indemnify, defend and hold harmless Dashlane, our parents, subsidiaries, affiliates, officers, directors, co-branders and other partners, employees, consultants and agents, from and against any and all third-party claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys' fees and court costs) that such parties may incur as a result of or arising from: (a) your use of the Site or any Services; (b) any of your Stored Data; (c) your violation of these Terms of Service, (d) your violation of any rights of any other person or entity; or (e) any viruses, Trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines input by you into the Site or Services.
Third Party Content and Other Websites. Content from advertisers and other third parties may be made available to you through the Site AND/OR THE SERVICES. Because WE DO NOT control such content, you agree that we ARE NOT responsible for any such content. WE DO NOT MAKE ANY guarantees about the accuracy, currency, suitability, or quality of the information in such content, and we assume no responsibility for unintended, objectionable, inaccurate, misleading, or unlawful content made available by other users, advertisers, and other third parties OR VIOLATION OF ANY THIRD PARTY RIGHTS RELATED TO SUCH CONTENT. The Site and Services may contain links to websites not operated by US. We are not responsible for the content, products, materials, or practices (including privacy practices) of such websites. You understand that by using the Site and/or Services you may be exposed to third-party websites that you find offensive, indecent or otherwise objectionable. We make no warranty, representation, endorsement, or guarantee regarding, and accept no responsibility for, the quality, content, nature or reliability of third party websites, products or services accessible by hyperlink OR OTHERWISE from the Site or Services. We provide these links for your convenience only and we do not control such websites. Our inclusion of links to such websites does not imply any endorsement of the materials on such third party websites or any association with their operators. The Site and Services may contain links to websites THAT ARE operated by US BUT WHICH OPERATE UNDER DIFFERENT TERMS OF SERVICE. It is your responsibility to review the privacy policies and Terms of Service of any other website you visit. You agree that in no event will we be liable to you in connection with any websites, content, products, materials, or practices of any third party.
Electronic Communications. We can only give you the benefits of our service by conducting business through the Internet, and therefore we need you to consent to our giving you Communications electronically. This Section 14 informs you of your rights when receiving Communications from us electronically. For contractual purposes, you (i) consent to receive communications from us in an electronic form; and (ii) agree that all terms and conditions, agreements, notices, documents, disclosures, and other communications ("Communications") that we provide to you electronically satisfy any legal requirement that such Communications would satisfy if it were in writing. Your consent to receive Communications and do business electronically, and our agreement to do so, applies to all of your interactions and transactions with us. The foregoing does not affect your non-waivable rights. You may also receive a copy of these Terms of Service by accessing this Site. You may withdraw your consent to receive Communications electronically by contacting us in the manner described below. If you withdraw your consent, from that time forward, you must stop using the Site and Services. The withdrawal of your consent will not affect the legal validity and enforceability of any obligations or any electronic Communications provided or business transacted between us prior to the time you withdraw your consent. Please keep us informed of any changes in your email or mailing address so that you continue to receive all Communications without interruption.
General Terms. You are responsible for compliance with all applicable laws. The Terms of Service and the relationship between you and Dashlane will be governed by the laws of the State of Delaware, without giving effect to any choice of laws principles that would require the application of the laws of a different country or state. You consent to personal jurisdiction and venue in, and agree to service of process issued or authorized by, any court located in the State of Delaware, United States. These Terms of Service are personal to you, and you may not transfer, assign or delegate your right and/or duties under these Terms of Service to anyone else and any attempted assignment or delegation is void. You acknowledge that we have the right hereunder to seek an injunction, if necessary, to stop or prevent a breach of your obligations hereunder. The paragraph headings in these Terms of Service, shown in boldface type, are included only to help make these Terms of Service easier to read and have no binding effect. Any delay or failure by us to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. No waiver by us will have effect unless such waiver is set forth in writing, signed by us; nor will any such waiver of any breach or default constitute a waiver of any subsequent breach or default. These Terms of Service constitute the complete and exclusive agreement between you and us with respect to the subject matter hereof, and supersedes all prior oral or written understandings, communications or agreements. If for any reason a court of competent jurisdiction or arbitrator finds any provision of these Terms of Service, or portion thereof, to be unenforceable, that provision of the Terms of Service will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of these Terms of Service will continue in full force and effect. If you are a California resident, you 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."
SURVIVAL. Sections 4 – 19 will survive the expiration or termination of these Terms of Service for any reason.
GOVERNMENT USERS. Each of the components that constitute the App or any other software related to the Services and its related documentation is a "commercial item" as that term is defined at 48 C.F.R. 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire the App and any other software component of the Services and any documentation provided therewith with only those rights set forth in this Agreement.
NOTICE. We may give notice to you by email, a posting on the Site, or other reasonable means. You must give notice to us in writing via email to support@Dashlane.com or as otherwise expressly provided. Please report any violations of these Terms of Service to support@Dashlane.com.
Arbitration Agreement And Jury Trial Waiver, Class Action Waiver, And Forum Selection Clause. PLEASE READ THIS CAREFULLY. IT AFFECTS YOUR RIGHTS. YOU AGREE THAT BY ENTERING INTO THIS AGREEMENT, YOU ARE WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST DASHLANE ONLY IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. ANY ARBITRATION WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED. All controversies, disputes, demands, counts, claims, or causes of action between you and Dashlane arising out of, under, or related to this Agreement or our privacy practices (including any action we take or authorize with respect to information about or provided by you) shall be settled exclusively through binding arbitration.
Arbitration shall be subject to the Federal Arbitration Act and not any state arbitration law. The arbitration shall be conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes from the American Arbitration Association ("AAA"). As modified by this Agreement, and unless agreed upon by the parties in writing, the arbitration will be governed by the AAA’s Commercial Arbitration Rules and, if the arbitrator deems them applicable, the Supplementary Procedures for Consumer Related Disputes (collectively "Rules and Procedures").
YOU ARE THUS GIVING UP YOUR RIGHT TO GO TO COURT TO ASSERT OR DEFEND YOUR RIGHTS UNDER THIS CONTRACT EXCEPT FOR MATTERS THAT MAY BE TAKEN TO SMALL CLAIMS COURT. YOUR RIGHTS WILL BE DETERMINED BY A NEUTRAL ARBITRATOR AND NOT A JUDGE OR JURY. YOU ARE ENTITLED TO A FAIR HEARING, BUT THE ARBITRATION PROCEDURES ARE SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. ARBITRATOR DECISIONS ARE AS ENFORCEABLE AS ANY COURT ORDER AND ARE SUBJECT TO VERY LIMITED REVIEW BY A COURT.
You and Dashlane must abide by the following rules: (a) for any claim that could otherwise be brought in small claims court, the arbitration shall be conducted solely based on written submissions and, if the arbitrator deems it appropriate, a telephonic hearing; (b) if the claim exceeds what can be recovered in a small claims court, the arbitration shall be conducted solely based on written submissions or a telephonic hearing, unless the arbitrator deems a face-to-face hearing is appropriate, in which case one should be held at a location agreed to by you and Dashlane, and if the parties cannot agree on a location for the hearing, the arbitrator will determine a location for the proceedings which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances; (c) the arbitrator’s ruling is binding and not merely advisory; (d) any claims brought by you or dashlane must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding; (e) 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, (f) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to costs of litigation, Dashlane will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation, (g) Dashlane also reserves the right in its sole and exclusive discretion to assume responsibility for all of the costs of the arbitration; (h) the arbitrator shall honor claims of privilege and privacy recognized at law; (i) a decision by the arbitrator (including any finding of fact and/or conclusion of law) against either you or Dashlane shall be confidential unless otherwise required to be disclosed by law or by any administrative body and may not be collaterally used against either of them in existing or subsequent litigation or arbitration involving any other person/Dashlane customer; and (j) each side pays its own attorneys’ fees and expenses unless there is a statutory provision that requires the prevailing party to be paid its fees’ and litigation expenses.
With the exception of subparts (d) and (e) in the paragraph above (prohibiting arbitration on a class or collective basis), if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Rules and Procedures, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, either subpart (d) or (e) is found to be invalid, unenforceable or illegal, then the entirety of this arbitration provision shall be null and void, and neither You nor Dashlane shall be entitled to arbitration. In the event this arbitration provision is held unenforceable by a court, or in the event AAA refuses to arbitrate the dispute, all controversies, disputes, demands, counts, claims, or causes of action between you and Dashlane shall be exclusively brought in the state or federal courts specified in subsection "(d)" above.
For more information on AAA, its Rules and Procedures, and how to file an arbitration claim, you may call AAA at 800-778-7879 or visit the AAA website at http://www.adr.org.
CHANGES TO THIS AGREEMENT. This Terms of Service Agreement is subject to occasional revision, and if we make any material changes to it, we will notify you by sending you an e-mail to the last e-mail address you provided to us. Any changes to this Terms of Service Agreement will be effective upon the earlier of thirty (30) calendar days following our dispatch of an e-mail notice to you or, in the case of immaterial changes, thirty (30) calendar days following our posting of notice of the changes. Please note that at all times you are responsible for updating your email address with us. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Continued use of the Services following notice of such changes shall indicate your agreement to be bound by the terms and conditions of such changes.
Country specific provisions
If you are a resident of a country within the European Economic Area, the above Dashlane Terms of Service apply to you as amended by the following provisions:
In the preamble of the Dashlane Terms of Service, the last sentence of the second paragraph is removed.
In section 6 of the Dashlane Terms of Service, the prohibition in the fourth bullet points without prejudice to the rights afforded to you, if any, by the mandatory legal provisions applying in your jurisdiction, and relating to the reverse engineering of software for interoperability purposes.
In section 9 of the Dashlane Terms of Service, the second sentence of the paragraph is removed and replaced by the following language: "If you breach any term or condition herein, Dashlane reserves the right to terminate this agreement upon seven days prior notice."
Notwithstanding the terms of Section 10 of the Dashlane Terms of Service, Dashlane warrants that the App will function in accordance with its documentation, for a period of one year as from your first installation of the App. If it fails to do so, Dashlane will make commercially reasonable efforts to repair the App.
Notwithstanding the provisions of Section 15 of the Dashlane Terms of Service, if you are a resident of France, the Terms of Service and the relationship between you and Dashlane will be governed by the laws of France.
Section 17 of the Dashlane Terms of Service does not apply to you.
If you are a resident of France, Section 19 of the Dashlane Terms of Service is removed and replaced by the following language: "To the extent permitted by applicable law, all controversies, disputes, demands, counts, claims or causes of action between you and Dashlane arising out of, under, or related to this Agreement or our privacy practices, shall be submitted to the exclusive jurisdiction of the courts of Paris (France), even in case of summary proceedings, multiple defendants or appeals."
In Section 20 of the Dashlane Terms of Service, the first and second sentences are removed and replaced by the following language: "This Terms of Service Agreement is subject to occasional revision, and if we make any changes to it, we will notify you by sending you an e-mail to the last e-mail address you provided to us. Any changes to this Terms of Service Agreement will be effective thirty (30) calendar days following our dispatch of an e-mail notice to you."
156 Fifth Ave.
New York, NY 10010