AGREEMENT ACCEPTANCE

Please read this End-User License Agreement (“Agreement”) carefully before clicking the “I Agree” button, downloading or using the Cavisson Materials.

By clicking the “I Agree,” “I Accept,” “Sign up,” or similar button or checkbox, downloading or using the Cavisson Materials, you are agreeing to be bound by the terms and conditions of this Agreement. The terms of this Agreement are effective upon the earliest of when you or an Authorized User:

  • (a) downloads, installs, accesses or uses the Cavisson Materials, or
  • (b) clicks the button or checkbox referencing this Agreement.

This Agreement is a legal agreement between you as either an individual or a single entity, and Cavisson, Inc. (“Cavisson”), and it governs your use of the Cavisson Materials made available to you by Cavisson.

ELIGIBILITY AND REPRESENTATION

Individual Users

If you are an individual using the Cavisson Materials for your own purposes:

  1. All references to “you” are to you personally
  2. You represent and warrant that you are at least 18 years of age, or have otherwise reached the age of “majority” where you reside, and that you have the right, power and authority to enter into this Agreement

Entity Users

If you are using the Cavisson Materials on behalf of an entity or organization that you represent:

  1. All references to “you” are to that entity or organization
  2. You represent and warrant that you are at least 18 years of age, or have otherwise reached the age of “majority” where you reside, and that you have the right, power and authority to enter into this Agreement on behalf of that entity or organization

IMPORTANT: If you do not agree to the terms of this Agreement, do not click on the “I Agree” button and do not download or use the Cavisson Materials.

The Cavisson Materials are licensed, not sold, to you by Cavisson for use strictly in accordance with the terms of this Agreement.

TERMS AND CONDITIONS

DEFINITIONS

For purposes of this Agreement, the following terms have the following meanings:

“Account Data” means information about you that you provide to Cavisson in connection with the creation or administration of your, or your organization’s Cavisson accounts, such as first and last name, user name and email address of an Authorized User or your organization’s billing contact. You shall ensure that all Account Data is current and accurate at all times, and shall in no event include Sensitive Information in Account Data. Account Data is subject to Cavisson’s privacy policy, currently available at https://www.cavisson.com/legal/privacy/.

“Administrator” means the individual(s) identified in the Account Data as admin users.

“Affiliate” means, with respect to a party, a business entity that directly or indirectly controls, is controlled by or is under common control with, such party, where “control” means the direct or indirect ownership of more than 50% of the voting securities of a business entity.

“Applicable Law” means any and all governmental laws, rules, directives, regulations or orders that are applicable to a particular party’s performance under this Agreement.

“Authorized User” means an individual employee, agent, contractor, or service provider of you or your Affiliate who has been supplied user credentials for the Services by you (or by Cavisson at your request).

“Environment” means the systems, platforms, services, software, devices, sites and/or networks that you use for your operations (exclusive of the subscribed Cavisson Services).

“Cavisson Services” means the hosted services that Cavisson makes available through the applicable login page (e.g., https://app.cavisson.com/) and other web pages designated by Cavisson.

“Documentation” means Cavisson’s standard user documentation for the Cavisson Services, currently available at https://docs.cavisson.com/.

“Cavisson Materials” means the applicable software, program, web or downloadable application, driver, configuration file(s), software setting, or other material being provided or made available to you.

“Intermediary” means a third party marketplace or a Cavisson approved reseller through which the Cavisson Services are made available for purchase.

“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs, and Trojan horses.

“Personal Data” means any information relating to an identified or identifiable natural person.

“Sensitive Information” means:

  • (a) government-issued identification numbers, including Social Security numbers
  • (b) financial information
  • (c) special categories of personal data subject to Article 9 of the GDPR
  • (d) personal data relating to criminal convictions and offenses subject to Article 10 of the GDPR
  • (e) protected health information subject to the Health Insurance Portability and Accountability Act of 1996, as amended
  • (f) any other information that is subject to specific or heightened requirements under Applicable Law or industry standards

“GDPR” means the General Data Protection Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the Processing of personal data and on the free movement of such data, and repealing of Directive 95/46/EC.

“Subscription Agreement” means the terms and conditions of Cavisson’s standard Subscription Agreement, currently available at https://www.cavisson.com/legal/msa/ governing a subscription to the Cavisson Services that permits you or an Intermediary, as applicable, to access and use the subscribed Cavisson Services for your business operations.

1. LICENSE GRANT

Cavisson agrees to provide you with a revocable, limited, personal, non-exclusive, non-transferable, non-sublicensable, limited license to download, install and use the Cavisson Materials in accordance with the terms of this Agreement.

You may not use the Cavisson Materials for anything other than as intended by Cavisson. Unless otherwise agreed by the parties in writing, you are prohibited from accessing or using the Cavisson Materials if you are or may become a direct competitor of Cavisson. Any such access or use may be suspended or terminated by Cavisson at any time and without notice.

2. RESTRICTIONS

A. Prohibited Uses

You agree NOT to, and you will not permit others to, use the Cavisson Materials to:

  • (a) enable any unauthorized person or entity to access and use the Cavisson Materials
  • (b) modify, copy or create any derivative work based upon the Cavisson Materials or any portion, feature or function of the Cavisson Materials
  • (c) resell, distribute or otherwise make available the Cavisson Materials to any third party, including as part of a managed services offering
  • (d) reverse engineer, disassemble or decompile all or any portion of, or attempt to access, discover or recreate the source code for, the Cavisson Materials
  • (e) access or use the Cavisson Materials in order to:
    1. copy ideas, features, functions or graphics
    2. develop competing products or services, or
    3. perform competitive analyses
  • (f) remove, obscure or alter any proprietary notice related to the Cavisson Materials
  • (g) send or store Malicious Code
  • (h) use or permit others to use the Cavisson Materials in violation of Applicable Law
  • (i) use or permit others to use the Cavisson Materials other to support your use of a Cavisson Service, or as described in this Agreement

B. User Responsibility

You are responsible for violations of the restrictions set forth in this section by anyone using the Cavisson Materials with your permission or using your account for the Cavisson Materials on an unauthorized basis. Your use of the Cavisson Materials to assist another person in an activity that would violate these prohibitions if performed by you is a violation of this Agreement.

C. Investigation Rights

Cavisson reserves the right, but does not assume the obligation, to investigate any violation of this Section or misuse of the Cavisson Materials. Cavisson may report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. Such reporting may include disclosing appropriate data originating from or about you. Cavisson also may cooperate with appropriate law enforcement agencies, regulators, or other appropriate third parties to help with the investigation and prosecution of illegal conduct by providing network and systems information related to alleged violations of these terms.

3. INTELLECTUAL PROPERTY

The Cavisson Materials, including without limitation all copyrights, patents, trademarks, trade secrets and other intellectual property rights associated therewith (“Intellectual Property Rights”) are, and shall remain, the property of Cavisson. You acknowledge and agree that unless otherwise agreed by the parties in writing, you do not acquire any ownership interest or other rights in the Cavisson Materials. You shall not take any action to interfere with Cavisson’s or its licensor’s ownership of or rights in the Cavisson Materials.

4. YOUR SUGGESTIONS

By providing feedback, comments, ideas, improvements or suggestions with respect to the Cavisson Materials (collectively, “Suggestions”) to Cavisson, you assign all rights and ownership in those Suggestions exclusively to Cavisson and Cavisson shall be free to use, copy, modify, publish, or redistribute the Suggestions for any purpose and in any way without any credit or any compensation to you.

5. MODIFICATIONS AND UPDATES TO CAVISSON MATERIALS

Cavisson reserves the right to modify, suspend or discontinue, temporarily or permanently, the Cavisson Materials or any service to which it connects, with or without notice and without liability to you.

Cavisson may from time to time, but has no obligation to, provide enhancements or improvements to the features/functionality of the Cavisson Materials, which may include patches, bug fixes, updates, upgrades and other modifications (“Updates”).

Update Requirements

Updates may modify or delete certain features and/or functionalities of the Cavisson Materials. You agree that Cavisson has no obligation to:

  • (i) provide any Updates, or
  • (ii) continue to provide or enable any particular features and/or functionalities of the Cavisson Materials to you

In the event Cavisson makes one or more Updates available, you agree to promptly download and install all Updates and acknowledge and agree that Cavisson Materials or portions thereof may not properly operate should you fail to do so.

You further agree that all Updates will be:

  • (i) deemed to constitute an integral part of the Cavisson Materials, and
  • (ii) subject to the terms and conditions of this Agreement

6. THIRD-PARTY CONTENT

The Cavisson Materials may use, display, include or make available third-party content (including data, information, software and other products or services) or provide links to third-party websites or services (“Third-Party Dependencies”).

You acknowledge and agree that Cavisson shall not be responsible for any Third-Party Dependencies, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. Cavisson does not assume and shall not have any liability or responsibility to you or any other person or entity for any Third-Party Dependencies. Third-Party Dependencies and links thereto are provided solely as a convenience to you and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions.

7. DATA AND PRIVACY

The Cavisson Materials may collect data about you, including Personal Data, and your use of the Cavisson Materials. Cavisson may use the data collected to provide and improve its products, and to provide you with support. If the Cavisson Materials collect any Personal Data related to you, Cavisson will process it in accordance with Cavisson’s Privacy Policy.

Except for filtering, masking and otherwise removing Sensitive Information, or as may otherwise be expressly described in the Cavisson’s Documentation, or agreed by the parties in writing, you shall not use the Cavisson Materials to process any Sensitive Information and shall use reasonable efforts to restrict the inclusion of other Personal Data submitted or otherwise uploaded to the Cavisson Services, including by applying filters, masking, and other tools and configurations described in the Documentation, including at https://docs.cavisson.com/data_security/.

8. YOUR RESPONSIBILITIES

If you use the Cavisson Materials in connection with the Cavisson Services, your use of those Cavisson Services are subject to the terms and pricing in the applicable Subscription Agreement. You are responsible for payment of any and all fees incurred as a result of your use of the Cavisson Services, whether or not facilitated through the Cavisson Materials, in accordance with the Subscription Agreement.

Without limiting anything in this Agreement, you agree that you are solely responsible for configuring any applicable usage and privacy and security settings in the Cavisson Materials.

9. TERM AND TERMINATION

This Agreement shall remain in effect until terminated by you or Cavisson, or earlier termination of your subscription to the applicable Cavisson Service. Cavisson may, in its sole discretion, at any time and for any or no reason, suspend or terminate this Agreement with or without prior notice.

Immediate Termination

This Agreement will terminate immediately, without prior notice from Cavisson in the event that you fail to comply with any provision of this Agreement. You may also terminate this Agreement by deleting the Cavisson Materials and all copies thereof from your device.

Post-Termination Obligations

Upon termination of this Agreement, you shall cease all use of the Cavisson Materials and delete all copies of the Cavisson Materials from your device.

Termination of this Agreement will not limit any of Cavisson’s rights or remedies at law or in equity in case of breach by you (during the term of this Agreement) of any of your obligations under the present Agreement.

10. INDEMNIFICATION

You agree to indemnify and hold Cavisson and its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (if any) harmless from any claim or demand, including reasonable attorneys’ fees, due to or arising out of your:

  • (a) use of the Cavisson Materials
  • (b) violation of this Agreement or any law or regulation
  • (c) violation of any right of a third party

11. NO WARRANTIES

THE CAVISSON MATERIALS ARE PROVIDED TO YOU “AS IS” AND “AS AVAILABLE” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND.

To the maximum extent permitted under applicable law, Cavisson on its own behalf and on behalf of its Affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Cavisson Materials, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice.

Without limitation to the foregoing, Cavisson provides no warranty or undertaking, and makes no representation of any kind that the Cavisson Materials will meet your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.

Specific Disclaimers

Without limiting the foregoing, Cavisson makes no representation or warranty of any kind, express or implied:

  • (i) As to the operation or availability of the Cavisson Materials, or the information, content, and materials or products included thereon
  • (ii) That the Cavisson Materials will be uninterrupted or error-free
  • (iii) As to the accuracy, reliability, or currency of any information or content provided through the Cavisson Materials
  • (iv) That the Cavisson Materials, its servers, the content, or e-mails sent from or on behalf of Cavisson are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components

12. LIMITATION OF LIABILITY

Notwithstanding any damages that you might incur, Cavisson has no liability under any provision of this Agreement.

To the maximum extent permitted by Applicable Law, in no event shall Cavisson be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, for loss of data or other information, for business interruption, for personal injury, for loss of privacy arising out of or in any way related to the use of or inability to use the Cavisson Materials, third-party software and/or third-party hardware used with the Cavisson Materials, or otherwise in connection with any provision of this Agreement), even if Cavisson has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.

13. GOVERNING LAW/VENUE

Except to the extent the issue arising under this Agreement is governed by United States Federal law, this Agreement shall be governed by and construed and enforced in accordance with the laws of the State of California, without giving effect to the choice of law rules of that State.

Any legal action or proceeding arising under or relating to this Agreement shall be brought exclusively in the state or federal courts located in California, USA, and the Parties expressly consent to personal jurisdiction and venue in those courts. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods are specifically excluded from application to this Agreement.

14. SEVERABILITY

If any provision of this Agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under Applicable Law and the remaining provisions will continue in full force and effect.

15. WAIVER

Except as provided herein, the failure to exercise a right or to require performance of an obligation under this Agreement shall not affect a party’s ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute waiver of any subsequent breach.

16. U.S. GOVERNMENT CUSTOMERS

If you are using the Cavisson Materials on behalf of the U.S. Government, the Cavisson Materials are provided to the U.S. Government as “commercial items,” “commercial computer software,” “commercial computer software documentation,” and “technical data” as those terms are defined and used under Applicable Law, including the Federal Acquisition Regulations and the Defense Federal Acquisition Regulation Supplement. If these terms fail to meet the U.S. Government’s needs or are inconsistent in any respect with federal law, you must immediately discontinue use of the Cavisson Materials.

17. EXPORT COMPLIANCE

You may not export or re-export the Cavisson Materials except as authorized by United States law and the laws of the jurisdiction in which the Cavisson Materials was obtained.

In particular, but without limitation, the Cavisson Materials may not be exported or re-exported to an individual, or entity, country, or region identified on the Consolidated Screening List, available at https://www.trade.gov/consolidated-screening-list or to any individual or entity in Russia or Belarus (“Sanctions Target”).

By installing or using any component of the Cavisson Materials, you represent and warrant that you are not located in, under control of, or a national or resident of any Sanctions Target.

18. AMENDMENTS TO THIS AGREEMENT

Cavisson reserves the right, at its sole discretion, to modify or replace this Agreement at any time. If a revision is material, we will provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

By continuing to access or use our Cavisson Materials after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Cavisson Materials.

19. ENTIRE AGREEMENT

The Agreement constitutes the entire agreement between you and Cavisson regarding your use of the Cavisson Materials and supersedes all prior and contemporaneous written or oral agreements between you and Cavisson or any Cavisson affiliate or subsidiary.

You may be subject to additional terms and conditions that apply when you use or purchase other Cavisson Services.

20. NOTICE

All notices or communications required or permitted in connection with the Cavisson Services shall be made pursuant to the notice terms under the applicable Subscription Agreement. All other notices shall be made as set forth below. Notices shall be made in writing and shall be deemed to be sufficiently given two business days after being sent, unless the sender has knowledge that such notice was not received.

To Cavisson

For notices or communications to Cavisson, you may contact, as appropriate:

(i) support@cavisson.com, or

(ii) legal@cavisson.com

To You

For all other notices or communications to you, Cavisson will contact:

(i) your Administrator via email, or

(ii) for notices not specific to you, through the Cavisson Materials or Cavisson Services