Software as a Service ("SaaS") End User License Agreement ("EULA")

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.