CionSystems Services Agreement

These terms (“Terms”) cover the use of those CionSystems consumer products, websites, and services listed in covered services (the “Services”) at the end of the agreement. You accept these Terms by creating a CionSystems account, through your use of the Services, or by continuing to use the Services after being notified of a change to these Terms.

1. Your Privacy. Your privacy is important to us. Please read the Cionsystems Privacy Statement (the "Privacy Statement").

2. Your Content. Our Services stores user information, billing and service related only.

3. Service Availability.

  • a. The Services, Third-Party Apps and Services, or material or products offered through the Services may be unavailable from time to time, may be offered for a limited time, or may vary depending on your region or device. If you change the location associated with your CionSystems account, you may need to re-acquire the material or applications that were available to you and paid for in your previous region.
  • b. We strive to keep the Services up and running; however, all online services suffer occasional disruptions and outages, and CionSystems is not liable for any disruption or loss you may suffer as a result. In the event of an outage, you may not be able to retrieve login to your system if you have not chosen the option to allow login when not online. We recommend that you always use allow login in offline option.

4. Updates to the Services or Software, and Changes to These Terms.

  • a. We may change these Terms at any time, and we’ll tell you when we do. Using the Services after the changes become effective means you agree to the new terms. If you don’t agree to the new terms, you must stop using the Services, close your CionSystems account and, if you are a parent or guardian, help your minor child close his or her CionSystems account.
  • b. Sometimes you’ll need software updates to keep using the Services. We may automatically check your version of the software and download software updates or configuration changes. You may also be required to update the software to continue using the Services. Such updates are subject to these Terms unless other terms accompany the updates, in which case, those other terms apply. CionSystems isn’t obligated to make any updates available and we don’t guarantee that we will support the version of the system or device for which you purchased or licensed the software, apps, content or other products.
  • c. Additionally, there may be times when we need to remove or change features or functionality of the Service or stop providing a Service or access to Third-Party Apps and Services altogether. Except to the extent required by applicable law, we have no obligation to provide a re-download or replacement of any material, Digital Goods (defined in section 14(k)), or applications previously purchased. We may release the Services or their features in a preview or beta version, which may not work correctly or in the same way the final version may work.

5. Software License. Unless accompanied by a separate CionSystems license agreement (for example, if you are using a CionSystems application that is included with and a part of service, then the CionSystems Software License Terms defined in the end user license agreement of the govern such software), any software provided by us to you as part of the Services is subject to these Terms.

  • a. If you comply with these Terms, we grant you the right to install and use one copy of the software per device on a worldwide basis as part of your use of the Services. For certain devices, such software may be pre-installed for your personal, non-commercial use of the Services.
  • b. The software is licensed, not sold, and CionSystems reserves all rights to the software not expressly granted by CionSystems, whether by implication, estoppel, or otherwise. This license does not give you any right to, and you may not:
    • i. circumvent or bypass any technological protection measures in or relating to the software or Services;
    • ii. disassemble, decompile, decrypt, hack, emulate, exploit, or reverse engineer any software or other aspect of the Services that is included in or accessible through the Services, except and only to the extent that the applicable copyright law expressly permits doing so;
    • iii. separate components of the software or Services for use on different devices;
    • iv. publish, copy, rent, lease, sell, export, import, distribute, or lend the software or the Services, unless CionSystems expressly authorizes you to do so;
    • v. transfer the software, any software licenses, or any rights to access or use the Services;
    • vi. use the Services in any unauthorized way that could interfere with anyone else’s use of them or gain access to any service, data, account, or network;.

6. Payment Terms. If you purchase a Service, then these payment terms apply to your purchase and you agree to them.

  • a. Charges. If there is a charge associated with a portion of the Services, you agree to pay that charge. The price stated for the Services excludes all applicable taxes and currency exchange settlements, unless stated otherwise. You are solely responsible for paying such taxes or other charges. Taxes are calculated based on your location at the time your CionSystems account was registered. We may suspend or cancel the Services if we do not receive an on time, full payment from you. Suspension or cancellation of the Services for non-payment could result in a loss of access to and use of your account and systems(Laptop, desktop, servers, virtual systems within enterprise or in cloud) where it is installed.
  • b. Your Billing Account. To pay the charges for a Service, you will be asked to provide a payment method at the time you sign up for that Service. You can access and change your billing information and payment method on the CionSystems account management website. Additionally, you agree to permit CionSystems to use any updated account information regarding your selected payment method provided by your issuing bank or the applicable payment network. You agree to promptly update your account and other information, including your email address and payment method details, so we can complete your transactions and contact you as needed in connection with your transactions. Changes made to your billing account will not affect charges we submit to your billing account before we could reasonably act on your changes to your billing account.
  • c. Billing. By providing CionSystems with a payment method, you (i) represent that you are authorized to use the payment method you provided and that any payment information you provide is true and accurate; (ii) authorize CionSystems to charge you for the Services or available content using your payment method; and (iii) authorize CionSystems to charge you for any paid feature of the Services you choose to sign up for or use while these Terms are in force. We may bill you (a) in advance; (b) at the time of purchase; (c) shortly after purchase; or (d) on a recurring basis for subscription Services. We may bill you at the same time for more than one of your prior billing periods for amounts that haven't previously been processed.
  • d. Recurring Payments. When you purchase the Services on a subscription basis (e.g., monthly, every 3 months or annually), you agree that you are authorizing recurring payments, and payments will be made to CionSystems by the method and at the recurring intervals you have agreed to, until the subscription for that Service is terminated by you or by CionSystems. By authorizing recurring payments, you are authorizing CionSystems to store your payment instrument and process such payments as either electronic debits or fund transfers, or as electronic drafts from your designated account (for Automated Clearing House or similar payments), or as charges to your designated account (for credit card or similar payments) (collectively, "Electronic Payments"). Subscription fees are generally charged in advance of the applicable subscription period. If any payment is returned unpaid or if any credit card or similar transaction is rejected or denied, CionSystems or its service providers reserve the right to collect any applicable return item, rejection or insufficient funds fee and process any such payment as an Electronic Payment.
  • e. Automatic Renewal. If automatic renewals are allowed in your state, you may choose for Services to automatically renew at the end of a fixed service period. We will remind you by email, or other reasonable manner, before any Services renew for a new term, and notify you of any price changes in accordance with section 9(k). Once we have reminded you that you elected to automatically renew the Services, we may automatically renew your Services at the end of the current service period and charge you the then current price for the renewal term, unless you have chosen to cancel the Services as described below. We will also remind you that we will bill your chosen payment method for the Services renewal, whether it was on file on the renewal date or provided later. We will also provide you with instructions on how you may cancel the Services. You must cancel the Services before the renewal date to avoid being billed for the renewal.
  • f. Online Statement and Errors. CionSystems will provide you with an online billing statement on the CionSystems account management website, where you can view and print your statement. This is the only billing statement that we provide. If we make an error on your bill, you must tell us within 90 days after the error first appears on your bill. We will then promptly investigate the charge. If you do not tell us within that time, you release us from all liability and claims of loss resulting from the error and we won't be required to correct the error or provide a refund. If CionSystems has identified a billing error, we will correct that error within 90 days.
  • g. Refund Policy. Unless otherwise provided by law or by a particular Service offer, all purchases are final and non-refundable. If you believe that CionSystems has charged you in error, you must contact us within 90 days of such charge. No refunds will be given for any charges more than 90 days old. We reserve the right to issue refunds or credits at our sole discretion. If we issue a refund or credit, we are under no obligation to issue the same or similar refund in the future. This refund policy does not affect any statutory rights that may apply.
  • h. Canceling the Services. You may cancel a Service at any time, with or without cause. To cancel a Service, visit the CionSystems account management website. You should refer back to the offer describing the Services as (i) you may not receive a refund at the time of cancellation; (ii) you may be obligated to pay cancellation charges; (iii) you may be obligated to pay all charges made to your billing account for the Services before the date of cancellation; and (iv) you may lose access to and use of your account when you cancel the Services. We will process your Data as described above in section 4. If you cancel, your access to the Services ends at the end of your current Service period or, if we bill your account on a periodic basis, at the end of the period in which you canceled.
  • i. Trial-Period Offers. If you are taking part in any trial-period offer, you must cancel the trial Service(s) by the end of the trial period to avoid incurring new charges, unless we notify you otherwise. If you do not cancel the trial Service(s) by the end of the trial period, we will charge you for the Service(s).
  • j. Promotional Offers. From time to time, CionSystems may offer Services for a trial period during which CionSystems will not charge you for the Services. CionSystems reserves the right to charge you for such Services (at the normal rate) if CionSystems determines (in its reasonable discretion) that you are breaching the terms and conditions of the offer.
  • k. Price Changes. We may change the price of the Services at any time and if you have a recurring purchase, we will notify you by email, or other reasonable manner, at least 15 days before the price change. If you do not agree to the price change, you must cancel and stop using the Services before the price change takes effect. If there is a fixed term and price for your Service offer, that price will remain in force for the fixed term.
  • l. Payments to You. If we owe you a payment, then you agree to timely and accurately provide us with any information we need to get that payment to you. You are responsible for any taxes and charges you may incur as a result of this payment to you. You must also comply with any other conditions we place on your right to any payment. If you receive a payment in error, we may reverse or require return of the payment. You agree to cooperate with us in our efforts to do this. We may reduce the payment to you without notice to adjust for any previous overpayment.

7. Choice of Law and Place to Resolve Disputes. You and we irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts in King County, Washington, for all disputes arising out of or relating to these Terms or the Services that are heard in court.

8. Warranties. CIONSYSTEMS, AND OUR AFFILIATES, RESELLERS, DISTRIBUTORS, AND VENDORS, MAKE NO WARRANTIES, EXPRESS OR IMPLIED, GUARANTEES OR CONDITIONS WITH RESPECT TO YOUR USE OF THE SERVICES. YOU UNDERSTAND THAT USE OF THE SERVICES IS AT YOUR OWN RISK AND THAT WE PROVIDE THE SERVICES ON AN "AS IS" BASIS "WITH ALL FAULTS" AND "AS AVAILABLE." YOU BEAR THE ENTIRE RISK OF USING THE SERVICES. CIONSYSTEMS DOESN'T GUARANTEE THE ACCURACY OR TIMELINESS OF THE SERVICES. TO THE EXTENT PERMITTED UNDER YOUR LOCAL LAW, WE EXCLUDE ANY IMPLIED WARRANTIES, INCLUDING FOR MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, AND NON-INFRINGEMENT. YOU MAY HAVE CERTAIN RIGHTS UNDER YOUR LOCAL LAW. NOTHING IN THESE TERMS IS INTENDED TO AFFECT THOSE RIGHTS, IF THEY ARE APPLICABLE. YOU ACKNOWLEDGE THAT COMPUTER AND TELECOMMUNICATIONS SYSTEMS ARE NOT FAULT-FREE AND OCCASIONAL PERIODS OF DOWNTIME OCCUR. WE DO NOT GUARANTEE THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE OR THAT CONTENT LOSS WON'T OCCUR, NOR DO WE GUARANTEE ANY CONNECTION TO OR TRANSMISSION FROM THE COMPUTER NETWORKS.

9. Limitation of Liability. If you have any basis for recovering damages (including breach of these Terms), you agree that your exclusive remedy is to recover, from CionSystems or any affiliates, resellers, distributors, Third-Party Apps and Services providers, and vendors, direct damages up to an amount equal to your Services fee for the month during which the loss or breach occurred (or up to $10.00 if the Services are free). You can't recover any other damages or losses, including direct, consequential, lost profits, special, indirect, incidental, or punitive. These limitations and exclusions apply even if this remedy doesn't fully compensate you for any losses or fails of its essential purpose or if we knew or should have known about the possibility of the damages. To the maximum extent permitted by law, these limitations and exclusions apply to anything or any claims related to these Terms, the Services, or the software related to the Services.

10. Miscellaneous. This section, and sections 1, 9 (for amounts incurred before the end of these Terms), 10, 11, and those that by their terms apply after the Terms end will survive any termination or cancellation of these Terms. We may assign these Terms, in whole or in part, at any time without notice to you. You may not assign your rights or obligations under these Terms or transfer any rights to use the Services. This is the entire agreement between you and CionSystems for your use of the Services. It supersedes any prior agreements between you and CionSystems regarding your use of the Services. All parts of these Terms apply to the maximum extent permitted by relevant law. If a court or arbitrator holds that we can't enforce a part of these Terms as written, we may replace those terms with similar terms to the extent enforceable under the relevant law, but the rest of these Terms won't change.

11. Export Laws. You must comply with all domestic and international export laws and regulations that apply to the software and/or Services, which include restrictions on destinations, end users, and end use.

12. Reservation of Rights and Feedback. Except as expressly provided under these Terms, CionSystems does not grant you a license or any other rights of any type under any patents, know-how, copyrights, trade secrets, trademarks or other intellectual property owned or controlled by CionSystems or any related entity, including but not limited to any name, trade dress, logo or equivalents. If you give to CionSystems any idea, proposal, suggestion or feedback, including without limitation ideas for new products, technologies, promotions, product names, product feedback and product improvements ("Feedback"), you give to CionSystems, without charge, royalties or other obligation to you, the right to make, have made, create derivative works, use, share and commercialize your Feedback in any way and for any purpose. You will not give Feedback that is subject to a license that requires CionSystems to license its software, technologies or documentation to any third party because CionSystems includes your Feedback in them.


Copyright and trademark notices. The Services are copyright © 2018 CionSystems Corporation and/or its suppliers, CionSystems Inc. 6640 185th AVE NE, Redmond, WA 98052, U.S.A. All rights reserved. CionSystems and the names, logos, and icons of all CionSystems products, software, and services may be either trademarks or registered trademarks of CionSystems in the United States and/or other countries. The names of actual companies and products may be the trademarks of their respective owners. Any rights not expressly granted in these Terms are reserved.

Tax Notices. Please review our tax notification page for U.S. state and local sales/use tax information.

Covered Services. The following products, apps and services are covered by the CionSystems Inc. Services Agreement.

CionSystems Multifactor Authentication service for Windows systems