This this end-user license agreement (hereinafter referred to as the “ EULA”) constitute a legal and binding agreement between Cizaro Corporation, a company with registered office in Delaware, United States of America, including its subsidiaries, affiliates and contractors acting on its behalf (hereinafter collectively referred to as “Cizaro”, “Us”, “We”, or “Our”) and you and your heirs, agents, successors and assigns (hereinafter singularly and collectively referred to as “You” or “Your”), regarding Your use of this Cizaro software and the related and associated media, printed materials, online or electronic documentation, SaaS, Internet-based services, as well as any other programs, tools, applications, internet-based services, components and any “updates” thereof (for example, Software maintenance, service information, help content, bug fixes, or maintenance releases etc.) provided or made available to You (hereinafter collectively referred to as the “Software”).
IMPORTANT NOTICE: YOUR CONTINUED USE OF THE SOFTWARE CONSTITUTES YOUR EXPRESSED ACCEPTANCE OF AND AGREEMENT TO BE BOUND BY THIS EULA, AS IN FORCE FROM TIME TO TIME.
THEREFORE, YOU UNDERSTAND THAT DOWNLOADING, ACCESSING, INSTALLING OR USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT ACCEPT THE TERMS OF THIS EULA IN ITS ENTIRETY, YOU MUST NOT DOWNLOAD, ACCESS, INSTALL OR USE THE SOFTWARE.
IF YOU AGREE TO THIS EULA ON BEHALF OF AN ENTITY, OR IN CONNECTION WITH PROVIDING OR RECEIVING SERVICES ON BEHALF OF AN ENTITY OR AGENCY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY OR AGENCY TO THIS EULA. IN SUCH EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO THAT ENTITY OR AGENCY.
SECT. 1 – GENERAL
1.1. Company profile. Cizaro is a company and concept which develops, owns, licenses innovative “Next Generation of Hybrid Software as a Service” (Hybrid SaaS) solutions which is a SaaS or on-premises software, along with other services and goods. Cizaro Software is designed for, but not limited to, ERP, POS, CRM, SCM, and Inventory Management.
1.2. Subscription. We will electronically deliver the services related to the Software directly to You, in accordance with Your related purchase / subscription order (hereinafter referred to as the “Order”), which shall be governed also by this EULA, in addition to the terms of the subscription.
SECT. 2 – REGISTRATION
2.1. General. The Software requires registration, so You agree that You must register the Software with Cizaro within the amount of time specified by the Software, otherwise You will not be able to continue to use the same. By registering or by clicking to accept this EULA when prompted on the Software, You are deemed to have executed this EULA, effective on the date You register Your account or click to accept the EULA. Your account registration constitutes an acknowledgement that You are able to electronically receive, download, and print this EULA and any amendments thereof.
2.2. Registration data. You undertake to provide Your real name and information, keeping such data accurate and up-to-date, and being expressly understood that it is strictly forbidden to provide any false personal information.
2.3. Username and password. When you register for an account, You will be asked to choose a username and password for the account, of which you are entirely responsible for safeguarding and maintaining the confidentiality thereof. You authorize Us to assume that any person using the Software with your username and password, either is You or is authorized to act for You. You shall use a “strong” account password (i.e., that uses a combination of upper and lower case letters, numbers and symbols), without sharing it to any third party or let anyone else access the account, or do anything else that might jeopardize the security thereof. You are solely responsible for preventing unauthorized access or use of the Software. If You become aware of any unauthorized access to Your account, theft or loss of your password, You agree to contact Us as soon as possible.
SECT. 3 – SOFTWARE AVAILABILITY
3.1. Delivery. Any Software to be delivered by electronic transmission (regardless of whether a replacement copy is ordered) shall be deemed delivered on the date that We make such program available to You for the download.
3.2. Requirements. Some use of the Software may be available through a compatible hardware / software configuration, and an internet access. You agree that You are solely responsible for these requirements, including any applicable changes, updates and fees.
SECT. 4 – LICENSE TO USE THE SOFTWARE
4.1. Grant of license. If You agree to this EULA, You are granted a limited, personal, worldwide, non-assignable, non-sublicenseable, non-transferable and non-exclusive license to use the Software, as specified in the related Order. Other than in instances where Software is hosted by Us or an authorized Cizaro hosting partner and accessed by You remotely, You are permitted to download, install and use the number of copies of the Software specified in the related Order. In instances where Software is hosted by Us or an authorized Cizaro hosting partner and accessed by You remotely, You are permitted to use the Software only on the number of computing device specified in the related Order.
4.2. Scope of the license. You agree that You will use the Software only in connection with Your own normal legal business operations, and You will not, without Our express written permission, sell, lease, or otherwise provide or make available the Software to any third party.
4.3. Reservation of rights. We expressly reserve all rights not expressly granted to You in this EULA.
SECT. 5 – YOUR RESPONSIBILITIES
5.1. Authorized sources. You must lawfully acquire the Software by purchasing and downloading and/or accessing the Software from Us or Our authorized reseller’s store located in the Country in which you hold legal residency.
5.2. General responsibilities. You are entirely responsible for the use of the Software and, to such purpose, You shall not use, or encourage, promote, facilitate, or instruct, or induce others to use, the Software for any activity that violates any applicable local, state, national, and international law, statute, rule, ordinance or regulation (hereinafter collectively referred to as the “Law”), or for any other illegal, fraudulent, harmful, or offensive purpose or to transmit, store, display, distribute or otherwise make available information, text software, music, sound, photographs, graphics, video, messages or any other data or material, however named (hereinafter singularly and collectively referred to as the “Content”), that is illegal, harmful, offensive, libelous, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, inappropriate or that would encourage or constitute a criminal or civil liability under any Law. Examples of prohibited uses of the Software include:
5.2.a. creating and/or modifying any Content, or take any action on the Software, that violates any applicable Law;
5.2.b. creating and/or modifying any Content, or take any action on the Software, that violates the rights of any third party (including, without limitations, privacy, or other rights, both personal and property);
5.2.c. creating and/or modifying any Content, or take any action on the Software, that infringes or violates the intellectual property rights (including, without limitations, copyrights, trademarks, etc.) of another person, entity, service, product, or website;
5.2.d. uploading viruses or malicious codes, or take any other action on the Software that could anyway compromise any functionality thereof;
5.2.e. accessing any account belonging to someone else, or otherwise access the Software using any robot, spider, scraper, or other automated means to access the Software for any purpose;
5.2.f. distributing the Software or any other licensed software distributed by Us;
5.2.g. incorporating the Software or any other licensed software distributed by Us in any product designed, developed, marketed, shared, sold or licensed by You or any third party, whether or not for any consideration;
5.2.h. facilitating or encouraging any violations of this EULA.
5.3. Backup. As We don’t provide any backup or restoration service, unless provided in the related Order, You are encouraged to archive your Content regularly and frequently. Therefore, You shall bear full risk of loss and damage to all of Your Content.
5.4. Authorized Persons. You may authorize Your employees, service providers, and other third parties (hereinafter collectively referred to as the “Authorized Persons”) to access the Services with Your credentials, provided that such access shall be for Your sole benefit and in full compliance with this EULA. You are responsible for such Authorized Persons’ compliance with this EULA.
SECT. 6 – UPDATES, MAINTENANCE, AVAILABILITY AND SUPPORT
6.1. Updates and maintenance. We, in Our sole discretion, reserve the right to add additional tools, utilities, improvements, third party applications, features or functions, or to provide programming fixes, updates and upgrades, to the Software in order to improve and enhance the features and performance thereof (hereinafter collectively referred to as the “Updates”). You expressly acknowledge and agree that We have no obligation to make available and/or provide to You any Updates. In case that We provides any Updates, this EULA shall automatically apply thereto, unless We provide other terms along with such updates. You further acknowledge that the Software may contain automatic update technology, a feature used to provide maintenance (such as a bug fix, patches, enhanced functions, missing plug-ins, and new versions) and by installing the Software initially, You consent to the transmission of standard computer information and the automatic downloading and installation of maintenance software.
6.2. Availability. We will use commercially reasonable efforts to provide the services associated with the Software on a 24 (twenty-four) hours a day, 7 (seven) days a week basis. Notwithstanding the preceding, You acknowledge and agree that We have no control or liability over the availability of the Software on a continuous or uninterrupted basis, so that from time to time the Software may be inaccessible or inoperable, including, without limitation:
6.2.a. equipment malfunctions;
6.2.b. periodic maintenance procedures or repairs that We may undertake from time to time; or
6.2.c. causes beyond Our reasonable control or that are not reasonably foreseeable by Us, including, without limitation, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures.
6.3. Support. Support is provided 8 am to 8 pm EST Mon to Fri. Holidays there will be limited support. We may use a variety of methods (e.g., in-product, internet, chat, e-mail, remote control and phone) to provide technical support and customer service in connection with the Software and the related services. The terms and conditions governing the offering of this support, some of which require the payment of an additional fee, are subject to change as announced by Us from time to time. Support may be temporarily limited, interrupted or curtailed due to maintenance, repair, modifications, upgrades or relocation.
SECT. 7 – TERMINATION
7.1. General. Services associated with the Software shall be provided for the term specified in the related Order, unless earlier terminated in accordance with this EULA.
7.2. Trial versions. If You registered for a trial use of the Software (hereinafter such period shall be referred to as the “Trial Period”), You must decide to purchase a Software license within the expiration of the Trial Period in order to retain any Content that You have entered into the Software, created within the Software data file, posted or uploaded during the Trial Period. If You do not purchase a Software license by the end of the Trial Period, Your Content will no longer be available to You and will be deleted.
7.3. Termination of subscription Services. If stated in the Order, services associated with the Software will auto-renew for additional terms unless either You or We provide the other party with its intention not to renew, by means of a written notice no later than 30 (thirty) days prior to the end of the applicable term.
7.4. Termination in case of breach. We explicitly reserve the right and sole discretion to terminate Your use of the Software for:
7.4.a. non-payment of fees due as per the Order;
7.4.b. a breach of any provision in previous Sect. 2;
7.4.c. any activities, whether lawful or unlawful, that We determine, in Our sole discretion, to be harmful to Our other customers, operations, or reputation.
In such cases, You must pay all amounts accrued prior to such termination, as well as all sums remaining unpaid for the services under the related Order, plus related taxes and expenses.
7.5. Effect on termination. Upon termination of this EULA, You:
7.5.a. acknowledge and agree that all licenses and rights to use the Software shall terminate;
7.5.b. will cease any and all use of the Software; and
7.5.c. will remove the Software from all devices, hard drives, networks, and other storage media and destroy all copies of the Software in Your possession or under Your control.
7.5.d. acknowledge and agree that any fees paid to Us for using the Software shall be deemed forfeited and shall not be refunded to You:
7.5.e. acknowledge and agree that We may, at Our option and in Our sole discretion, remove and destroy Contend, data and files stored by You on Our servers.
7.6. Obligations surviving termination. Provisions that survive termination or expiration of this EULA are those relating to limitation of liability, indemnification, payment and others which by their nature are intended to survive.
SECT. 8 – PRIVACY AND DATA PROTECTION
8.1.a. We can aggregate Your non-personally identifiable data which You enter or upload using the Software at the purpose of monitor and analyze Your use of the Software, improve services, maintain and update Your data, address errors or service interruptions, enhance future services, identify potentially relevant offers, design promotions, produce anonymous research data, or provide ways for You to compare business practices with other users;
8.1.c. We are a global company and may access or store personal information in multiple countries, including countries outside of the U.S.A. that may be deemed to have inadequate protections by Data Protection Authorities.
8.2. Our right to access data. Notwithstanding the preceding Sect. 8.1 and to the maximum extent permitted by the applicable Law, We expressly reserves the right to access, read, preserve, and disclose any information as we may reasonably believe necessary to:
8.2.a. satisfy any applicable Law or any authority request;
8.2.b. enforce this EULA, including investigation of potential violations thereof;
8.2.c. detect, prevent, or otherwise address fraud, anti-piracy, security or technical issues (including, without limitation, verify a valid registration, the number of instances the Software is launched, the device IP address, and/or the version of the Software, etc.);
8.2.d. conduct internal statistics and analytics;
8.2.e. evaluate and enhance Your experience of the Software;
8.2.f. respond to user support requests; or
8.2.g. protect the rights, property or safety of our Software, its users and the public.
8.3. Data treated by You. If you intend to use the Software, related services and content in conjunction with the medical or health information of particular individuals, You acknowledge and agree that the Software, related services and content are not “HIPAA-ready” or “HIPAA-compliant” and will not assist with or ensure compliance with HIPAA, and that You are solely responsible for using the Software, related services and content in a manner consistent with all applicable federal and state privacy laws relating to medical or health information.
SECT. 9 – PROPRIETARY RIGHTS
9.1. Cizaro ownership. The Software is protected by the Law and international copyright treaties, as well as other intellectual property laws and treaties. The Software is licensed to You for use only in accordance with the terms and conditions of this EULA, and not sold in any sense whatsoever. We and Our licensors shall retain title and all ownership rights to the Software and this EULA shall not be construed in any manner as transferring any rights of ownership of the Software or to any feature or information contained therein, except the limited rights to use as specifically stated herein.
9.2. Your obligations for Our ownership preservation. You must not, and must not cause or permit others to:
9.2.a. remove or modify any program markings or any notice of Cizaro’s or its licensors’ proprietary rights;
9.2.b. make the programs, materials or documentation resulting from the Software available in any manner to any third party for use in such third party’s business operations;
9.2.c. modify, make derivative works of, disassemble, decompile, reverse engineer, reproduce, distribute, republish or download any part of the Software, or access or use the Software in order to build or support, and/or assist a third party in building or supporting, products or Software competitive to Us;
9.2.d. perform or disclose any benchmark or performance tests of the Software or any associated infrastructure (such as, without limitation, network discovery, port and service identification, vulnerability scanning, password cracking, remote access testing, penetration testing, etc.); and
9.2.e. license, sell, rent, lease, transfer, assign, distribute, host, outsource, permit timesharing or service bureau use, or otherwise commercially exploit or make available the Software to any third party.
9.3. Your Content. You grant Us a worldwide, royalty-free, non-exclusive license to host and use any Content provided through Your use of the Software, provided that We are not responsible for such Content. You may have the option to transfer Your Content from the Software to Our online servers in order to facilitate certain interoperability, data integration, and data access between the Software and certain supported ancillary services (both provided by Us and provided by a third party) You may sign up for and use in connection with the Software. To such purpose, You agree and acknowledge that We can use the transferred Content to make the ancillary services available to you, as well as to reformat and manipulate such Content as reasonably necessary for the data to function with the ancillary services to be provided. You further agree and acknowledge that We have no control over any ancillary services provided by any third party and we don’t have any liability whatsoever for any actions or inactions on the part of the ancillary services resulting in your inability to use the data transfer feature or otherwise use the ancillary services in connection with the Software.
9.4. Your feedbacks and suggestions. We may freely use Your feedbacks, suggestions, or ideas in any way, including in future modifications of the Software, other products or services, advertising or marketing materials. To such purpose You grant Us a perpetual, worldwide, fully transferable, sub-licensable, irrevocable, fully paid-up, royalty free license to use the feedback You provide to Us in any way. We will not sell, publish or share Your feedback in a way that could identify You without Your explicit permission.
SECT. 10 – DISCLAIMER OF WARRANTY – LIMITATION OF LIABILITY
10.1. Limited warranty. THE SERVICES AND THE ASSOCIATED SOFTWARE ARE BEING PROVIDED AND/OR LICENSED “AS IS” AND “WITH ALL FAULTS”, WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAW, WE DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE FULLEST EXTENT PERMITTED OR AUTHORIZED BY LAW WITHOUT LIMITATION OF THE FOREGOING, WE DO NOT WARRANT THAT THE SERVICES OR THE ASSOCIATED SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT USE OF THE SERVICES OR OPERATION OF THE ASSOCIATED SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE.
10.2. Limitation of liability. IN NO EVENT SHALL WE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THE SOFTWARE, EVEN IF WE ARE AWARE OF OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT SHALL WE BE LIABLE TO AGENT OR ANY THIRD PARTY FOR ANY DAMAGES, WHETHER IN AN ACTION OF CONTRACT OR TORT, FOR LOSS OF PROFITS, LOSS OF USE, BUSINESS LOSSES, OR ANY OTHER INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES WHICH MAY ARISE IN CONNECTION WITH THIS EULA OR THE SERVICES PROVIDED HEREUNDER, EACH OF WHICH IS HEREBY PRECLUDED AND WAIVED BY AGREEMENT OF THE PARTIES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.3. Remedy. IN NO EVENT SHALL OUR AGGREGATE AND CUMULATIVE LIABILITY FOR DAMAGES HEREUNDER EXCEED THE LESSER OF THE AMOUNT OF SUBSCRIPTION FEES PAID UNDER THIS AGREEMENT FOR THE FOUR MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO DAMAGES.
SECT. 11 – INDEMNIFICATION
11.1. Indemnification. You agree to indemnify, defend and hold Us and Our affiliates, officers, directors, employees, contractors or agents harmless from and against any and all liability and costs, including reasonable attorneys’ fees incurred by Us, in connection with or arising out of Your and/or Your Authorized Persons:
11.1.a. violation or breach of any term of this EULA; or
11.1.b. violation of any applicable Law, whether or not referenced herein, or
11.1.c. violation of any rights of any third party, or
11.1.d. use or misuse of the Software.
- You expressly agree and acknowledge that any violation of Your obligations pursuant to this EULA may cause Us irreparable harm and damage, which may not be recovered at law, and You agree that Our remedies for breach of this EULA may be in equity by way of injunctive relief, as well and any other relief available, whether in law or in equity.
SECT. 12 – OTHER PROVISIONS
12.1. Discontinuation policy. The Software is subject to Our discontinuation policy, so that We reserves the right to discontinue all support for the Software, and/or for any features, online or other services or content accessible through the Software, in accordance with such current discontinuation policy. In case the Software offers services that require a connection to a Cizaro server (including internet-based services), such as downloading financial data from a participating bank, credit union, credit card, brokerage, mutual fund accounts, online bill paying, and downloading stock/fund quotes and news, such services may expire.
12.2. Export compliance. Some Software may contain encryption and may be exportable while others are export restricted by the U.S. Department of Commerce’s Bureau of Export Administration (BXA). You acknowledge that, for this reason, the export of such items may subject You and/or Your executives to fines and/or other severe penalties. Therefore, unless all required permits and/or approvals have been obtained, You shall not export or re-export the restricted Product outside of the United States or Your own country of operations, whether directly or indirectly, and will not cause, approve or otherwise facilitate others such as agents, subsequent purchasers, licensees or any other third parties in doing so. You further acknowledge that it is Your ultimate responsibility to comply with all export laws and that We have no further responsibility after the initial distribution or sale to the You within the United States or country of operation. Additionally, You warrants and hereby give assurance to Us that You will do all efforts necessary to comply with the U.S. Export Administration and other applicable export laws and regulations in various countries, as they apply to the Software and all other things delivered to, or derived from things delivered to, or from things delivered to, You under this EULA.
12.3. No advice. We don’t give any professional advice, as We are not in the business of providing legal, financial, accounting, health care, real estate or other professional services or advice. You should avail of the services of a competent professional if you need this type of assistance.
12.4. Community forums. The Software may include access to a community forum to exchange information with other users of the Software and the public, so You shall use respect when You interacting with other users and You shall not reveal information in the community forum that You do not want to make public. We don’t support and are not responsible for the accuracy of others’ content in these community forums. Users may post hypertext links to content hosted and maintained by third parties for which We are not responsible. We may, but with no obligation to, monitor Content provided on the community forum. We may disclose any information necessary or appropriate to satisfy our legal obligations, protect Us or Our customers, or operate the Software properly. We, in Our sole discretion, may refuse to post, remove, or refuse to remove, any Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this EULA.
SECT. 13 – MISCELLANEOUS
13.1. General provision on privity of contract. In connection with this EULA, You will act in all respects for Your own account and will be responsible for such matters as credit verification, deposits, billing, collection, bad debts and any unauthorized use of the Software by You or by Your Authorized Persons. We are obligated only to You, in privity of contract, and not to any third-party.
13.2. Assignment. You are not allowed to assign this EULA or any rights hereunder, unless with Our previous written consent. Conversely, We are allowed to at Our sole discretion to assign this EULA or any rights hereunder to any third party, without giving prior notice.
13.3. Governing Law. This agreement shall be interpreted under the laws of the State of Delaware (USA), without regard to conflicts of law principles.
13.4. Force majeure. We will not be responsible for any failure to perform due to unforeseen circumstances or to causes beyond Our reasonable control, including but not limited to acts of God, war, riot, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, lockouts, or shortages of transportation, facilities, fuel, energy, labor or materials. In the event of any such delay, We will be excused from such performance to the extent it is delayed or prevented by such cause.
13.5. No implied waiver. Any tolerance or silence by Us, even if on a continuous and reiterated basis, in relation to any breach or default by You of any provision of this EULA shall not be considered as a consent to such breaches and defaults and shall not affect the validity of the clause breached nor shall be construed as a waiver to any of the rights pertaining to us pursuant to this EULA.
13.6. Amendments. We may, in our sole discretion, amend this EULA at any time by posting a revised version thereof on the website www.cizaro.com, providing reasonable advance notice of any amendment that includes a change that reduces Your rights or increases Your responsibilities. Your continued use of the Software following changes to the EULA after the effective date of a revised version thereof constitutes Your expressed acceptance of and agreement to be bound by the EULA as in force from time to time.
13.7. Severability. Should any provision of this agreement be declared illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. Should any of the obligations of this EUAL be found illegal or unenforceable as being too broad with respect to the duration, scope or subject matter thereof, such obligations shall be deemed and construed to be reduced to the maximum duration, scope or subject matter allowable by the applicable Law.
13.8. Entire agreement. This EULA (including any of its addendums or amendments) constitutes the entire agreement between You and Us relating to the Software and the associated services (if any), and shall replace and supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the Software or any other subject matter covered by this EULA.