End User License Agreement Free Applications
Please read the following terms and conditions carefully as they describe your right to use the Software. By clicking accept and using the Software, you accept these terms and conditions and enter into a legally binding agreement ( Agreement ) with Cireson, LLC, and its subsidiaries ( Cireson , us, our or we ) on behalf of yourself and your organization (the Licensee ). You should review the entire Agreement, including any linked terms, because all of the terms are important and together create a contract that applies to and binds you and your organization, if applicable. Defined terms, not otherwise defined in this Agreement, shall have the meaning prescribed to them in the Software License and Maintenance Agreement ( SLMA ).
If you do not agree with the terms and conditions below, please do not click I accept the Terms of the License Agreement and do not access or use the Software.
1. Grant of License. Pursuant to the terms and conditions set forth in this Agreement and the SLMA, Cireson hereby grants you a non-exclusive, non-transferable license ( License ) to use the free, object code version of the Cireson software application (the Software ) and any accompanying documentation ( Documentation ) on multiple devices. All rights not expressly granted to you hereunder are reserved by Cireson.
2. Details and Scope of License. You may use the Software for your internal business purposes only. As a prerequisite to your ability to use the Software as intended, you must have installed the then-current version of the prerequisite platform as defined in the Softwares Documentation. The License granted for Paid Software does not extend to any parent company, sister company, subsidiary, or affiliate without the payment of an additional fees as determined by Cireson.
3. Restrictions. You are prohibited from (i) copying or attempting to copy the Software or any portion thereof; (ii) translating, decompiling or creating, or attempting to create by reverse engineering or otherwise, the source code from the object code the Software; (iii) modifying, adapting, translating, or creating any derivative work from the Software; (iv) removing any proprietary notices, labels, or marks on the Software or related materials; (v) assigning, sublicensing, renting, transferring, publishing, timesharing or transmitting or providing the Software, or any portion thereof, to any third party without written approval from Cireson; or (vi) downloading, using or otherwise accessing in any manner the Software if you are a Cireson Competitor, or an officer, director, employee, contractor or agent of a Cireson Competitor. For purposes of this Agreement, a Cireson Competitor is any entity that licenses or provides any software, product, or service that is competitive with Ciresons Software including, without limitation, all Microsoft partners and companies operating in the Service Management, Asset Management, Configuration Management and Identity Management markets.
4. Intellectual Property Rights. Subject only to the limited rights granted to you in this Agreement, all Intellectual Property Rights to the Software and any corrections, enhancements, updates or modifications to the Software shall be and remain the sole property of Cireson. For purposes of this Agreement, Intellectual Property Rights include all intellectual property rights, whether existing under statute, equity or common law and whether existing under intellectual property, unfair competition, trade secret or other laws, including, but not limited to, (i) copyrights, trademarks, trade secrets, patents, inventions, innovations, designs, logos, trade dress, moral rights, mask works, or rights of publicity or privacy; and (2) any registration, application or right to apply for any registration of any of the aforementioned rights, including all renewals, extensions and restorations thereof, now or hereafter in force and effect. You shall not, at any time during or after the term of the Agreement, dispute or contest, directly or indirectly, Ciresons exclusive right and title to the Software or the validity of any Intellectual Property Rights of Cireson related thereto. You agree to execute any documents reasonably requested by Cireson to affect any of the above provisions.
5. Support and Maintenance. Cireson shall have no obligation to support or maintain the Software. The Software is provided as-is and with all faults. By entering into this Agreement and using the Software, you assume all risk.
6. Your Representations and Warranties.
a. Use of Software. You and your organization are solely responsible for all of your activity and for the accuracy, quality, integrity, legality, reliability, appropriateness, and for obtaining ownership rights or right to use of all content, data (including personal data) and other information inputted.
b. Compliance with Laws. You shall abide by applicable local, state, federal and international laws, treaties and regulations in connection with your use of the Software.
c. Notification of Unauthorized Use. You shall notify Cireson immediately of any unauthorized use of any password or other account information or any other known or suspected breach of security or unauthorized use of the Software.
d. Authority. You are authorized to enter into this Agreement and comply with each of its terms and conditions.
e. Non-Disparagement. You agree not to in any way, directly or indirectly, disparage Cireson or the Software to third parties, or make or solicit any comments, statements or the like that may be considered to be derogatory or harmful to the reputation of Cireson or its Software.
f. Non-Competition. You represent and warrant that you are not employed by or in any way affiliated with a Cireson Competitor and that your use of Ciresons Software is for your legitimate business purposes only which are wholly unrelated to competition with Ciresons Software, its other products or services.
7. Disclaimer of Other Warranties. THIS AGREEMENT EXPRESSLY EXCLUDES (UNLESS OTHERWISE PROHIBITED BY THE LAW OF YOUR STATE OR COUNTRY) ALL WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION: (a) ANY WARRANTY THAT THE SOFTWARE IS ERROR-FREE, WILL OPERATE WITHOUT INTERRUPTION, OR IS COMPATIBLE WITH ALL EQUIPMENT AND SOFTWARE CONFIGURATIONS; (b) ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. IF THE FOREGOING EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU ACCORDING TO APPLICABLE LAW, ANY IMPLIED WARRANTIES ARE LIMITED TO 60 DAYS FROM THE DATE OF DELIVERY OF THE SOFTWARE.
8. Limitation of Liability. CIRESON SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA, OR USE OR COST OF PROCUREMENT OF SUBSTITUTE GOODS INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT OR BASED ON A WARRANTY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Notwithstanding any other provision of this Agreement, Cireson shall have no liability in connection with or relating to this Agreement, whether in contract, tort or otherwise.
Cireson assumes no responsibility for the correctness of, performance of, or any resulting incompatibilities with, current or future releases of the Software if you have made changes to the software configuration or modifications to any supplied or decompiled source code which changes effect the performance of the Software and were made without prior notification and written approval by Cireson. Cireson assumes no responsibility for the operation or performance of any third-party application.
9. Data Collection and Processing
a. Processing Aggregated Data . You agree and acknowledge that Cireson may collect a count of the number of End-Users, Analysts, Devices and Assets used by your organization. Cireson collects counts in order to better understand its customers and how they use the Software across their businesses which assists Cireson with license compliance, product improvement and development. Cireson will not share these counts with third parties.
b. Processing Personal Data of Persons within European Union on behalf of Licensees. Cireson may process personal data on behalf of Licensee from time to time which may be subject to the European Unions Data Protection Law. The type of personal data that may be processed in connection with this Agreement is monitoring data about software and license usage such as name, individual identifier, email address, IP address, device data, frequency of log in and other usage activities. The categories of data subjects are the Licensees staff.
c. Licensee Obligations. Licensee is in control of the personal data shared with Cireson and can limit the personal data shared with Cireson using the Software functionality. If applicable, Licensee shall ensure that the processing of personal data as envisaged in this Agreement is conducted in accordance with the Data Protection Law, including without limitation, by maintaining all necessary registrations, providing all necessary notices and procuring all necessary consents in order for Ciresons processing of personal data to comply with the Data Protection Law.
Data Protection Law means as applicable the Data Protection Act 1998, EU Data Protection Directive (95/46/EC), Regulation (EU) 2016/679 (the General Data Protection Regulation) or any equivalent or replacement law in the UK, the Regulation of Investigatory Powers Act 2000 and the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000 (SI 2000/2699) and the terms data subject, personal data and processing shall have the meaning given in the Data Protection Law.
10. Term and Termination.
a. Automatic Termination. Cireson shall have the right to terminate this Agreement upon written notice if you breach any of the terms and conditions contained herein.
b. Upon Termination. Upon notice of termination of this Agreement by Cireson, you must cease to use the Software and return any Documentation to Cireson.
a. Force Majeure Event. A Force Majeure Event means any act or event, whether foreseen or unforeseen that prevents a party (the Nonperforming Party ), in whole or in part, from performing its obligations or satisfying any conditions to the Nonperforming Partys obligations under this Agreement and is beyond the reasonable control of and not the fault of the Nonperforming Party, and the Nonperforming Party has been unable to avoid or overcome by exercise of due diligence. In furtherance of the definition of a Force Majeure Event and not in limitation of that definition, each of the following acts or events is deemed to meet the criteria of the section and to be a Force Majeure Event: war, flood, lightning, drought, earthquake, fire, volcanic eruption, landslide, hurricane, cyclone, typhoon, tornado, explosion, civil disturbance, act of God or the public enemy, terrorist act, military action, epidemic, famine or plague, shipwreck, strike, work-to-rule action, go-slow, or similar labor difficulty, each on an industry-wide, region-wide or nationwide basis. The Nonperforming Party shall not be liable for any loss or delay resulting from any Force Majeure Event and any payment or timeline for performance of any services shall be reasonably extended to the extent of any such delay resulting from the Force Majeure Event.
b. Binding on Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of each of the parties and their respective permitted successors and assigns. Nothing expressed or implied in this Agreement is intended, or shall be construed, to confer upon or give any person, other than the parties, their successors and assigns, any benefits, or rights under or by reason of this Agreement, except to the extent of any contrary provision herein contained.
c. Assignment. This Agreement and the rights and obligations hereunder shall not be assigned or otherwise transferred by you without the prior written consent of Cireson. Cireson may assign or otherwise transfer any of its rights and obligations under this Agreement upon written notice.
d. Jurisdiction and Disputes. This Agreement, including, but not limited to, its validity, interpretation, construction, performance and enforcement, shall be construed in accordance with and governed by the laws of the State of California (without giving effect to its conflicts of law principles). Any party bringing a legal action or proceeding against the other arising out of or relating to this Agreement, or the transactions it contemplates, shall bring the legal action or proceeding in federal or state courts located in San Diego County, California. Each party consents to the exclusive jurisdiction of said courts for the purpose of all legal actions and proceedings arising out of or relating to this Agreement, or the transactions it contemplates. Each party agrees that the exclusive choice of forum set forth in this Section does not prohibit the enforcement of any judgment obtained in that forum or any other appropriate forum. Each party waives, to the fullest extent permitted by law, any objection which it may now or later have to the venue agreed upon herein, and any claim that any action or proceeding brought in any such court has been brought in an inconvenient forum.
e. Notices. Notices required under this Agreement shall be in writing and shall be sent to the partys last known address or email address. Notice will be deemed given (1) as of the day following the day notice is deposited with a reputable overnight courier (e.g., Federal Express, UPS, etc.) charges prepaid, or as of the day following the day of email notice; or (2) as of the third day if the notice is sent certified U.S. Mail, charges prepaid, with return receipt requested; or (3) as of the day of delivery if the notice is hand delivered. Notices sent to Cireson shall be sent to:
Matt Deen, Legal Counsel
1431 Pacific Coast Highway, Suite H3
San Diego, CA 92101
f. Amendment to Agreement. Cireson may modify and update this Agreement from time to time in Ciresons discretion and such modifications shall apply to you immediately upon written notice (email notice sufficient).
g. Waiver. No failure or delay in exercising any right or remedy or requiring the satisfaction of any condition, and no course of dealing between the parties, shall operate as a waiver or estoppel of any right, remedy or condition as against Cireson. A waiver made in writing on one occasion is effective only in that instance and only for that purpose that it is given and is not to be construed as a waiver on any future occasion or against any other person.
h. Severability. If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect, if the essential terms and conditions of this Agreement for both parties remain valid, legal and enforceable. If any essential provision is held invalid, illegal or unenforceable, the parties shall negotiate in good faith to modify this Agreement to fulfill, as closely as possible, the original intents and purposes of this Agreement.
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