Software as a Service ("SaaS") End User License Agreement ("EULA")
IMPORTANT
PLEASE READ THE TERMS AND CONDITIONS OF THIS SaaS EULA CAREFULLY BEFORE AGREEING TO USE THE SOFTWARE.
THIS IS A LEGAL AGREEMENT BETWEEN CALERO SOFTWARE, LLC ("Calero") AND THE END USER CUSTOMER ("End User Customer").
Calero hereby grants and End User Customer accepts, according to the terms and conditions defined herein, the access
to a nontransferable, limited, non-sub-licensable, non-exclusive individual SaaS license to operate the software.
End User Customer agrees to use the SaaS Licensed Software only for its own use in processing its own data in connection
with the Services provided. "SaaS Licensed Software" means Calero's proprietary Software components as specified to
be hosted within Calero's data center, managed by Calero personnel and not offered for installation at the End User
Customer location. Calero SaaS Licensed Software will include future releases or versions and related updates, if
generally made available to all Calero SaaS licensed customers and all available documentation. "Authorized Users"
shall mean the number of End User Customer employees identified.
BY CLICKING ON THE "ACCEPT" BUTTON, YOU AGREE TO,
AND ARE LEGALLY BOUND BY, THE TERMS AND CONDITIONS OF THIS AGREEMENT.
IF YOU DO NOT AGREE WITH, AND DO NOT WISH TO BE LEGALLY BOUND BY, THE
TERMS AND CONDITIONS OF THIS AGREEMENT CLICK ON THE "DECLINE" BUTTON;
YOU WILL NOT BE ABLE TO ACCESS THE SOFTWARE. |
For Calero's Maintenance and Service Level Agreement, please click here.
For Calero's Information Privacy and Security Agreement, please click here.
1. Modification to the SaaS Licensed Software
Calero may make modifications to the SaaS Licensed
Software or particular components of the SaaS Licensed Software from
time to time and will use commercially reasonable efforts to notify End User Customer of any
material modifications.
2. Intellectual Property Rights
End User Customer acknowledges that, with the exception of third-party products incorporated in the
SaaS Licensed Software ("Third Party Software"), the SaaS Licensed Software, including its programs, screens, database schema,
concepts, and documentation, has been designed by and remains the intellectual property of Calero and
is the Confidential Information of Calero. The SaaS Licensed Software is Calero's exclusive property
and may be used by End User Customer only in accordance with the terms of this Agreement.
Calero grants End User Customer no rights to the SaaS Licensed Software other than as specifically
set forth herein, and Calero retains, on an exclusive basis, all proprietary rights in and to the SaaS
Licensed Software and all intellectual property relating thereto. End User Customer may not disclose
or make available to the SaaS Licensed Software or any portion thereof to anyone other than Authorized
Users without Calero's prior written consent, including but not limited making the SaaS Licensed Software
available to any consultants or service providers working on End User Customer's behalf.
Any and all work performed under or related to this Agreement is not a "work for hire" and Calero
shall own all intellectual property rights relating to the work performed under this Agreement
including any modifications to the SaaS Licensed Software or delivered materials. End User Customer
shall not make, support or permit any claims adverse to Calero's rights set forth herein. "Confidential
Information" means any information, technical data, or know-how, including, but not limited to, that
which relates to research, product or service plans, business practices, agreement terms, products,
services, employees, suppliers, customers, technology or other strategic partners, stockholders, markets,
software, know-how, developments, inventions, processes, designs, drawings, engineering, hardware
configuration information, marketing, finances, notes, analyses or studies and all tangible and
intangible embodiments thereof of any kind whatsoever, whether conveyed in writing or orally by the
disclosing party or its associates.
3.
Limitations of Use/Indemnity
End User Customer agrees it will not
(i) sell, rent, lease, re-license, operate, provide access, copy, duplicate or give away all or any portion
of the SaaS Licensed Software to or for any other party or entity, (ii) remove or alter any trademark,
logo, copyright or other proprietary notices, legends, symbols or labels in or on the SaaS Licensed Software,
or (iii) use the SaaS Licensed Software other than in accordance with the terms of this Agreement, without
prior written approval from Calero. End User Customer agrees that it is specifically prohibited from
modifying, translating, reverse engineering, de-compiling, or disassembling the SaaS Licensed Software,
or from creating derivative works based on the SaaS Licensed Software, and waives any right it may have to
perform such activities. In the event that the End User Customer breaches this Section 3, all of the End
User Customer's rights to use the SaaS Licensed Software will immediately terminate and End User Customer
will cease any further operation or use of the SaaS Licensed Software and will return any documentation
to Calero. Further, it is understood and agreed that End User Customer’s use of any Third Party Software shall
immediately cease if End User Customer discontinues its maintenance services provided by Calero.
End User Customer
will, at its own expense, indemnify and hold Calero and its parent, subsidiaries,
affiliates, officers, directors, employees and agents harmless from and against any and all claims, actions,
liabilities, losses, damages, judgments, grants, costs and expenses (including attorneys' fees) arising
out of a breach of this Section 3.
4. Limitations of Access
Calero reserves the right to block access to the SaaS Licensed Software
from certain countries, geographic regions and/or IP address ranges that are deemed high risk by Calero.
If End User Customer requires access from those countries, geographic regions and/or IP address ranges,
End User Customer shall request such access in writing. Calero may, at its own discretion, grant in writing
End User Customer access to SaaS Licensed Software from those requested countries, geographic regions and/or
IP address ranges.
5. Infringement
Notwithstanding the final sentence of Section 3, in the event that the SaaS Licensed Software infringes any U.S. copyright, patent,
trademark or trade secret rights of a third party, Calero shall indemnify, defend and hold harmless End User
Customer against any claims of such infringement and shall pay any monetary judgments, reasonable attorneys'
fees, and costs awarded to the third party for such infringement, or any settlement of such claim to which
Calero has agreed, provided that (i) End User Customer promptly gives notice to Calero of the claim against
Customer alleging such infringement, (ii) End User Customer allows Calero to control the defense and
settlement of such claim, including any litigation, arbitration, mediation and settlement negotiations,
(iii) End User Customer reasonably cooperates with Calero in connection with the defense and settlement of
such claim. In the event of a claim that the use of the Calero Products in accordance with the documentation
provided by Calero infringes a United States patent, copyright or trade secret, Calero shall at its option
and expense: (i) procure the right for End User Customers to continue using the Calero Products; (ii)
replace the Calero Products with non-infringing systems or services with reasonably equivalent functionality;
(iii) modify the Calero Products to make them non-infringing while retaining reasonably equivalent functionality,
or (iv) if Calero is unable to effect the foregoing after commercially reasonable efforts, terminate this
Agreement and End User Customer's rights hereunder. In lieu of the foregoing remedies, Calero may, at its
option, refund to End User Customer that portion of the SaaS fees paid under this Agreement that can reasonably
be allocated to the infringing SaaS Licensed Software, reduced by 25% for each year that it has been used by
End User Customer.
This Section shall not apply to any services created by any third party or
created by Calero to End User Customer's design or specifications. This Section shall also not apply to the
extent the claim of infringement is caused by or contributed to by any End User Customer's act, omission,
misuse, abuse or modification of any of the Software, Services or products made available by Calero, or End
User Customer's use of such Software, Services or products outside the scope of the Agreement or in
combination with any software, attachments, features or devices not supplied or approved by Calero.