TERMS OF SERVICE
Effective starting: May 31, 2023
Thank you for choosing CAYROS’ Cloud Products! These C-Fields© Cloud Terms of Service (these “Terms”) describe your rights and responsibilities as a customer of our Cloud Products. These Terms are between you and CAYROS group Inc. (“CAYROS”, “we” or “us”). “You” means the entity you represent in accepting these Terms. If you are accepting on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind your employer or such entity to these Terms; (ii) you have read and understand these Terms; and (iii) you agree to these Terms on behalf of the party that you represent. If you don’t have the legal authority to bind your employer or the applicable entity please do not click “I agree” (or similar button or checkbox) that is presented to you. PLEASE NOTE THAT IF YOU SIGN UP FOR A CLOUD PRODUCT USING AN EMAIL ADDRESS FROM YOUR EMPLOYER OR ANOTHER ENTITY, THEN (A) YOU WILL BE DEEMED TO REPRESENT SUCH PARTY, (B) YOUR CLICK TO ACCEPT WILL BIND YOUR EMPLOYER OR THAT ENTITY TO THESE TERMS, AND (C) THE WORD “YOU” IN THESE TERMS WILL REFER TO YOUR EMPLOYER OR THAT ENTITY.
These Terms are effective as of the date you first click “I agree” (or similar button or checkbox) or use or access a Cloud Product, whichever is earlier (the “Effective Date”). These Terms do not have to be signed in order to be binding. You indicate your assent to these Terms by clicking “I agree” (or similar button or checkbox) at the time you register for a Cloud Product, create a Cloud Product account, or place an Order.
1. What these Terms cover.
1.1. Cloud Products. These Terms govern our Cloud Products, including C-Fields© platform.
2. How Cloud Products are administered.
2.1. Administrators. Through the Cloud Products, you may be able to specify certain End Users as Administrators, who will have important rights and controls over your use of Cloud Products and End User Accounts. This may include creating, de-provisioning, monitoring, or modifying End User Accounts, and setting End User usage permissions; and managing access to Your Data by End Users or others. Administrators may also take over management of accounts previously registered using an email address belonging to your domain. Without limiting Section 2.3 (Responsibility for End Users), which fully applies to Administrators, you are responsible for whom you allow to become Administrators and any actions they take, including as described above. You agree that our responsibilities do not extend to the internal management or administration of the Cloud Products for you.
2.3. Responsibility for End Users. Our Cloud Products may use various user onboarding workflows flows. Some Cloud Products may require users to be designated by Administrators; and some may allow users to sign up for individual accounts which can become associated with organizations later. You are responsible for understanding the settings and controls for each Cloud Product you use and for controlling whom you allow to become an End User. Some Cloud Products may allow you to designate different types of End Users, in which case pricing and functionality may vary according to the type of End User. You are responsible for compliance with these Terms by all End Users. Please note that you are responsible for the activities of all your End Users, including how End Users use Your Data, even if those End Users are not from your organization or domain. We may display our User Notice to End Users at sign up, account creation, Cloud Product registration, or in-product. If you use single sign-on (SSO) for identity management of your Cloud Product(s) such that End Users will bypass these screens and our User Notice, you are responsible for displaying our User Notice to End Users and for any damages resulting from your failure to do so.
2.4. Credentials. You must require that all End Users keep their user IDs and passwords for the Cloud Products strictly confidential and do not share such information with any unauthorized person. User IDs are granted to individual, named persons and may not be shared. You are responsible for all actions taken using End User Accounts and passwords, and you agree to immediately notify us of any unauthorized use of which you become aware.
2.5. Age Requirement for End Users. The Cloud Products are not intended for, and should not be used by, anyone under the age of eighteen. You are responsible for ensuring that all End Users are at least 18 years old.
3. What is included in your Cloud Product subscriptions; what are the restrictions.
3.1. Access to Cloud Products. Subject to these Terms and during the applicable Subscription Term, you may access and use the Cloud Products for your own business purposes or personal use, as applicable, all-in accordance with these Terms. The rights granted to you in this Section 3.1 are non-exclusive, non-sublicensable and non-transferable.
3.2. Support. During the Subscription Term, we will provide Support for the Cloud Products in accordance with the Support Policy.
3.3. Restrictions. Except as otherwise expressly permitted in these Terms, you will not: (a) reproduce, modify, adapt or create derivative works of the Cloud Products; (b) rent, lease, distribute, sell, sublicense, transfer or provide access to the Cloud Products to a third party; (d) incorporate any Cloud Products into a product or service you provide to a third party; (e) interfere with or otherwise circumvent mechanisms in the Cloud Products intended to limit your use; (f) reverse engineer, disassemble, decompile, translate or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to any Cloud Products, except to the extent expressly permitted by applicable law (and then only upon advance notice to us); (g) remove or obscure any proprietary or other notices contained in any Cloud Product; (h) use the Cloud Products for competitive analysis or to build competitive products; (i) publicly disseminate information regarding the performance of the Cloud Products; or (j) encourage or assist any third party to do any of the foregoing.
4. Our data privacy policies.
4.1. Your Data. Your data is deemed to be Confidential Information and you retain all right, title and interest in and to Your Data in the form submitted to the Cloud Products. CAYROS shall not access your Data without permission or without your specific support request. In the event you authorize CAYROS to access your Confidential Information, CAYROS shall take all reasonable steps and shall exercise same degree of care as CAYROS uses to protect its own confidential information. After termination of the subscription or at the end of the Service, you shall have thirty (30) days to remove your Data and CAYROS is obligated to delete any remaining information from the servers.
4.2. Data Compliance. Your Data shall not infringe Intellectual Property Rights or any other legal rights of any person or breach any applicable law. You and your use of Cloud Products (including use by your End Users) must comply at all times with these Terms, the Acceptable Use Policy and all Laws.
4.3. Meta Data. You acknowledge that CAYROS may collect, derive, or create data and information about your use of the Service (“Meta Data”) to administer the Service, bill the Service and enhance and improve the quality of the Service.
4.4. Aggregate Data. You hereby grant CAYROS a non-exclusive, fully paid, world-wide, irrevocable license to use Meta Data to copy, anonymize, aggregate, process and display Meta Data to derive anonymous statistical and usage data related to the Service to compile, combine or incorporate such data with or into other similar anonymous data and information available, derived or obtained from other users, or otherwise (“Aggregate Data”) for ongoing quality improvement and presentations.
4.5. GDPR Data Processing Addendum. If you are in the EEAU, Switzerland, or are otherwise subject to the territorial scope of Regulation (EU) 2016/679 (General Data Protection Regulation) or any successor legislation, you can request and complete the CAYROS Data Processing Addendum, which is available upon request.
4.6. Protection of Customer Data. CAYROS shall maintain appropriate technical and organizational measures for protection of the security (including protection against unauthorized or unlawful Processing and against accidental or unlawful destruction, loss or alteration or damage, unauthorized disclosure of, or access to, Customer Data), confidentiality and integrity of Customer Data. CAYROS will not materially decrease the overall security of the Services during a subscription term.
5. Fees and Payment Terms.
5.1. Subscription Plans. Except for No-Charge Products, all Cloud Products are offered on Annual subscription basis. Fees for the Subscription and Maintenance are set out in the Quotation and unless otherwise specified therein fees are payable upfront, in full.
5.2. Renewals. Except as otherwise specified in your Quotation or specifically requested by you, your subscription will not automatically renew for another Subscription Term after expiration.
5.3. Adding Users. You may add users. We will charge you for any increased use at the rates specified in the fully executed quotation, prorated for the remainder of the then-current Subscription Terms and you will benefit from the term and volume discounts.
5.4. Taxes. Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and Licensee shall be responsible for payment of all such taxes, levies, or duties, excluding only taxes based solely on CAYROS’ income. If CAYROS is required to pay or collect any federal, state, provincial, municipal, local or value added tax on any Fees charged under this Terms, or any other similar taxes or duties levied by any governmental authority, excluding taxes levied on CAYROS’ net income, then such taxes and/or duties shall be billed to and paid by you immediately upon receipt of CAYROS’s invoice and supporting documentation for the taxes or duties charged .
6. Intellectual Property Ownership.
6.1. IP Rights. Except as expressly set forth herein this Terms does not grant either Party any rights, implied or otherwise, in or to the other Party’s Intellectual Property. CAYROS retain all right, title, ownership, and interest in and to the Cloud Products and to the Support and Maintenance, as well as any modifications or derivative works thereto.
6.2. Feedback. If Customer provides CAYROS feedback or suggestions about the Cloud Products and/or Support and Maintenance, then CAYROS may use that information without obligation to you, and you irrevocably assign CAYROS all rights, title, and interest in that feedback and/or those suggestions.
7.1. Confidentiality. Except as otherwise set forth in these Terms, each party agrees that all code, inventions, know-how and business, technical and financial information disclosed to such party (“Receiving Party”) by the disclosing party ("Disclosing Party") constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any of Our Technology and any performance information relating to the Cloud Products will be deemed our Confidential Information without any marking or further designation. Except as expressly authorized herein, the Receiving Party will (1) hold in confidence and not disclose any Confidential Information to third parties and (2) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under these Terms. The Receiving Party may disclose Confidential Information to its employees, agents, contractors, and other representatives having a legitimate need to know, if they are bound to confidentiality obligations no less protective of the Disclosing Party than this Section 7.1 and that the Receiving Party remains responsible for compliance by them with the terms of this Section 7.1. The Receiving Party's confidentiality obligations will not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information.
8. Term and Termination.
8.1. Term. These Terms are effective as of the Effective Date and expire on the date of expiration or termination of all Subscription Terms.
8.2. Termination for Cause. Either party may terminate these Terms by written notice if the other party (a) fails to cure any material breach of these Terms within thirty (30) days after notice.
8.3. Termination for Convenience. You may choose to stop using the Cloud Products and terminate these Terms at any time for any reason upon written notice to us, but upon any such termination you will not be entitled to a refund of any pre-paid fees.
8.4. Effects of Termination. Upon any expiration or termination of these Terms, you must cease using all Cloud Products and Each Party will delete the other Party’s Confidential Information.
9. Warranties and Disclaimer.
9.1. Mutual Warranties. Each party represents and warrants that it has the legal power and authority to enter into these Terms.
9.2. Warranty Remedy. We will use commercially reasonable efforts, at no charge to you, to correct reported non-conformities with the Performance Warranty. If we determine corrections to be impracticable, either party may terminate the applicable Subscription Term. In this case, you will receive a refund of any fees you have pre-paid for use of the Cloud Product for the terminated portion of the applicable Subscription Term. The Performance Warranty will not apply: (i) unless you make a claim within thirty (30) days of the date on which you first noticed the non-conformity, (ii) if the non-conformity was caused by misuse, unauthorized modifications or third-party products, software, services, or equipment or (iii) to No-Charge Products. Our sole liability, and your sole and exclusive remedy, for any breach of the Performance Warranty are set forth in this Section 9.
9.3. WARRANTY DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 9, ALL CLOUD PRODUCTS, SUPPORT, AND MAINTENANCE ARE PROVIDED “AS IS,” AND WE AND OUR SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, FUNCTIONALITY, OR MERCHANTABILITY, WHETHER EXPRESS, IMPLIED, OR STATUTORY. WITHOUT LIMITING OUR EXPRESS OBLIGATIONS IN THESE TERMS, WE DO NOT WARRANT THAT YOUR USE OF THE CLOUD PRODUCTS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT WE WILL REVIEW YOUR DATA FOR ACCURACY OR THAT WE WILL PRESERVE OR MAINTAIN YOUR DATA WITHOUT LOSS. YOU UNDERSTAND THAT USE OF THE CLOUD PRODUCTS NECESSARILY INVOLVES TRANSMISSION OF YOUR DATA OVER NETWORKS THAT WE DO NOT OWN, OPERATE, OR CONTROL, AND WE ARE NOT RESPONSIBLE FOR ANY OF YOUR DATA LOST, ALTERED, INTERCEPTED, OR STORED ACROSS SUCH NETWORKS. WE CANNOT GUARANTEE THAT OUR SECURITY PROCEDURES WILL BE ERROR-FREE, THAT TRANSMISSIONS OF YOUR DATA WILL ALWAYS BE SECURE OR THAT UNAUTHORIZED THIRD PARTIES WILL NEVER BE ABLE TO DEFEAT OUR SECURITY MEASURES OR THOSE OF OUR THIRD-PARTY SERVICE PROVIDERS. WE WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE
FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE OUR REASONABLE CONTROL. YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.
10. Limitation of Liability.
10.1. Consequential Damages Waiver. EXCEPT FOR EXCLUDED CLAIMS (AS DEFINED BELOW), NEITHER PARTY (NOR ITS SUPPLIERS) WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, LOST PROFITS, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, COSTS OF DELAY, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. NEITHER PARTY WILL HAVE ANY LIABILITY ARISING OUT OF INACCURATE INTERPRETATIONS OR PROCESSING RESULTS, OR INVESTMENT DECISIONS RELYING THEREON.
10.2. Liability Cap. EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY’S, AND ITS SUPPLIERS’ AGGREGATE LIABILITY TO THE OTHER ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE AMOUNT ACTUALLY PAID OR PAYABLE BY YOU TO US UNDER THESE TERMS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.
10.3. Excluded Claims. “Excluded Claims” means (1) amounts owed by you under any Orders, (2) either party’s express indemnification obligations in these Terms, and (3) your breach of Section 3.3 (Restrictions).
10.4. Nature of Claims and Failure of Essential Purpose. The parties agree that the waivers and limitations specified in this Section 10 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy specified in these Terms is found to have failed of its essential purpose.
11. Publicity Rights.
11.1. Publicity Rights. We may identify you as a CAYROS customer in our promotional materials. We will promptly stop doing so upon your request sent to email@example.com.
12. Force Majeure.
12.1. If a Force Majeure event gives rise to failure or delay in either Party’s performance of any obligation under this Agreement, that obligation shall be suspended for duration of Force Majeure event.
12.2. If a Party becomes aware of a Force Majeure event which is likely to give rise to a failure or delay in that Party’s performance of any obligation, that Party shall promptly notify the other Party and provide an estimate of period that such failure or delay will likely continue.
12.3. A Party whose performance of its obligations is affected by Force Majeure event shall take reasonable steps to mitigate effects of such Force Majeure event.
13. Changes to these Terms.
We may modify the terms and conditions of these Terms (including Our Policies) from time to time, with notice to you or by posting the modified Terms on our website. Together with notice, we will specify the effective date of the modifications.
Any notices to CAYROS under this Agreement shall be sent by email to firstname.lastname@example.org. CAYROS may send you notices via the Website or to any email address you may have registered with us in connection with the Services. Each notice shall be deemed given and effective one (1) day after it is sent, or earlier if actually received earlier by the recipient, unless the sending party is notified that the email address is invalid, or the transmission was not successful.
Certain capitalized terms are defined in this Section 13, and others are defined contextually in these Terms.
“Administrators” mean the personnel designated by you who administer the Cloud Products to End Users on your behalf.
“Cloud Products” means our cloud-based solutions (currently designated as “Cloud” deployments), including C-Fields© Cloud Platform.
“Documentation” means our standard published documentation for the Cloud Products.
“End User” means an individual interacting with a Cloud Product.
“End User Account” means an account established by you or an End User to enable the End User to use or access a Cloud Product.
“Effective Date” means the earlier of the date specified in the Quotation or the date of the Cloud Products is made available to you.
“Feedback” means comments, questions, ideas, suggestions, or other feedback relating to the Cloud Products, Support or Additional Services.
“Laws” means all applicable local, state, federal and international laws, regulations, and conventions, including those related to data privacy and data transfer, international communications, and the exportation of technical or personal data.
“Our Technology” means the Cloud Products (including all No-Charge Products), their “look and feel”, any and all related or underlying technology and any modifications or derivative works of the foregoing, including as they may incorporate Feedback.
“Subscription Term” means your permitted subscription period for a Cloud Product, as set forth in the applicable Order.
“Your Data” means any data, content, code, video, images, or other materials of any type that you (including any of your End Users) submit to Cloud Products. In this context, “submit” (and any similar term) includes submitting, uploading, transmitting, or otherwise making available Your Data to or through the Cloud Products. Your Data also includes derivative works of Your Data created by processing Your Data using Cloud Products and interpretations of Your Data created by End Users using Cloud Products. Your Data does not include code or example data provided by CAYROS.
“Force Majeure” means unanticipated event outside reasonable control of a Party including Internet failures, hacker attacks, power failures, industrial disputes affecting a third party, changes to the law, natural disasters, explosions, fires, floods, riots, terrorist attacks and wars.
“Intellectual Property” means all trademarks or trade names, logos, icons, patents, mask works, patents, patent applications, copyrights (whether published or unpublished), trade secrets, know-how, designs, methods, processes, workflow(s), inventions, proprietary information, and transferable rights under written agreements relating to the Cloud Products and/or Support and Maintenance.