Terms of Service
Last Updated: 08/01/2023
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS (THE “TERMS”), WHICH ALONG WITH ANY APPLICABLE ORDER FORM AND ALL SUPPLEMENTAL TERMS THAT MAY BE PRESENTED TO YOU FOR YOUR REVIEW AND ACCEPTANCE (COLLECTIVELY, THE “AGREEMENT”) CONSTITUTE THE AGREEMENT BETWEEN THE ENTITY SUBSCRIBING TO USE THE SERVICES (“YOU” OR “CUSTOMER”), AND CIRO TECHNOLOGIES, INC. AND ITS SUBSIDIARIES (“CIRO”). THIS AGREEMENT REPRESENTS THE ENTIRE AGREEMENT CONCERNING THE SERVICES BETWEEN THE PARTIES AND IT SUPERSEDES ANY PRIOR PROPOSAL, REPRESENTATION, OR UNDERSTANDING BETWEEN THE PARTIES.
BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, OR BY ACCESSING OR USING, OR SUBSCRIBING TO USE THE SERVICES, YOU ARE ACCEPTING AND AGREEING TO BE BOUND BY AND TO COMPLY WITH ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT (PERSONALLY AND ON BEHALF OF ANY COMPANY OR OTHER LEGAL ENTITY THAT YOU REPRESENT WHEN USING THE SERVICES OR THAT YOU NAME AS THE USER WHEN YOU CREATE AN ACCOUNT), AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THIS AGREEMENT AND TO BIND ANY COMPANY OR OTHER LEGAL ENTITY YOU REPRESENT TO THIS AGREEMENT. THE TERMS OF ALL ORDER FORMS ENTERED INTER HEREUNDER SHALL BE INCORPORATED HEREIN BY THIS REFERENCE. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THIS AGREEMENT, DO NOT ACCESS AND/OR USE THE SERVICES.
Ciro may change these Terms from time to time at its sole discretion. Any material changes to these Terms will be effective upon the next renewal date of the Agreement pursuant to the applicable Order Form. If you disagree with any changes to the Agreement, you must terminate your use of the Services prior to the next renewal of the Agreement.
1. DEFINITIONS. Capitalized terms will have the meanings set forth in this section, or in the section where they are first used.
1.1 “Access Protocols” means the passwords, access codes, technical specifications, connectivity standards or protocols, or other relevant procedures, as may be necessary to allow Customer or any Authorized Users to access the Ciro Solution.
1.2 “Authorized User” means each of Customer’s employees, agents, partners and independent contractors who are authorized to access the Ciro Solution pursuant to Customer’s rights under this Agreement.
1.3 “Ciro Solution” means the Ciro software-as-a-service application identified in an Order Form that allows Authorized Users to access certain features and functions through a web interface.
1.4 “Documentation” means the technical materials provided by Ciro to Customer in hard copy or electronic form describing the use and operation of the Ciro Solution.
1.5 “Enriched Data” means information regarding businesses consisting of a combination of Business Information and Output Data generated or sourced by the Company or the Services.
1.6 “Error” means a reproducible failure of the Ciro Solution to substantially conform to the Documentation.
1.7 “Order Form” means all written order forms or other ordering documentation, including online subscription forms, entered into by the parties hereunder and referencing this Agreement, identifying the applicable Services to be made available by Ciro, and containing the pricing, subscription term, and other specific terms and conditions applicable to the Services.
1.8 “Output Data” means all content and data provided to Customer by the Company via the Services.
1.9 “Business Information” means Submitted Data consisting of business address.
1.10 “Professional Services” means professional services provided by Ciro to Customer as described in any Order Form (as may be further elaborated in any statement of work).
1.11 “Services” means any services provided by Ciro to Customer under this Agreement as set forth in an Order Form, including, but not limited to, provision of the Ciro Solution.
1.12 “Submitted Data” means any content and information provided or submitted by, or on behalf of, Customer or its Authorized Users for use with the Services.
2. PROVISION OF SERVICES.
2.1 Subject to the terms and conditions of this Agreement, including Customer’s payment of the fees set forth in the Order Form (“Fees”), Ciro will provide Customer with access to the Ciro Solution. On or as soon as reasonably practicable after the effective date set forth in an Order Form (the “Order Form Effective Date”) Ciro will provide to Customer with Access Protocols for Customer and its Authorized Users to access the Ciro Solution. Customer will prevent unauthorized access to, or use of, the Ciro Solution, and notify Ciro promptly of any such unauthorized use known to Customer.
2.2 Support Services. Subject to the terms and conditions of this Agreement, Ciro will exercise commercially reasonable efforts to provide support for the use of the Ciro Solution to in accordance with its standard policies and procedures.
3. INTELLECTUAL PROPERTY; DATA.
3.1 License Grant. Subject to the terms and conditions of this Agreement, Ciro grants to Customer a non-exclusive, non-transferable, non-sublicensable license during the Term (as defined below), solely for Customer’s internal business purposes and in accordance with the limitations (if any) set forth in the Order Form to access and use the Ciro Solution in accordance with the Documentation.
3.2 Restrictions. Customer will not, and will not permit any Authorized User or other party to: (a) allow any third party to access the Ciro Solution, Output Data or Documentation (collectively, the “Ciro Materials”), except as expressly allowed herein; (b) modify, adapt, alter or translate the Ciro Materials; (c) sublicense, lease, sell, resell, rent, loan, distribute, transfer or otherwise allow the use of the Ciro Solution or Documentation for the benefit of any unauthorized third party; (d) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Ciro Solution,; (e) interfere in any manner with the operation of the Ciro Solution or the hardware and network used to operate the Ciro Solution; (f) modify, copy or make derivative works based on any part of the Ciro Materials; (g) access or use the Ciro Solution to build a similar or competitive product or service; (h) attempt to access the Ciro Solution through any unapproved interface; (i) use the Ciro Materials to violate any applicable laws (whether federal, state, or international, including the U.S. CAN-SPAM Act of 2003 or the Canadian Anti-Spam Legislation (CASL) or the Telephone Consumer Protection Act of 1991, as such statutes may be amended from time to time, (j) use the Ciro Materials to advertise or promote any goods or services (or send any other communications) that are illegal in the place offered or consumers, (k) use the Ciro Materials to advertise or promote adult service (such as pornography or escort services), tobacco products, illegal gambling, counterfeit or pirated goods or services, or violate any securities or commodities regulations (such as to support a “pump and dump” scheme); (l) use the Ciro Materials to defraud, deceive or mislead anyone; (m) communicate or transmit content through the Ciro Solution that is defamatory, dishonest, obscene, sexually explicit, pornographic, vulgar or offensive; (n) use the Ciro Materials to promote or engage in discrimination, racism, harassment or hate speech against any individual or group or (o) otherwise use the Ciro Materials in any manner that exceeds the scope of use permitted under Section 3.1 (License Grant) or in a manner inconsistent with applicable law, the Documentation, or this Agreement.
3.3 Ownership. The Ciro Materials, and all worldwide intellectual property rights in each of the foregoing, are the exclusive property of Ciro and its suppliers. All rights in and to the Ciro Solution and Documentation not expressly granted to Customer in this Agreement are reserved by Ciro and its suppliers. Except as expressly set forth herein, no express or implied license or right of any kind is granted to Customer regarding the Ciro Solution, Documentation, or any part thereof.
3.4 License to Output Data. Subject to the terms and conditions of this Agreement, Ciro grants Customer a, royalty-free, fully-paid, nonexclusive, non-transferable (except as permitted under Section 13.6 (No Assignment)), non-sublicensable license to use the Output Data for Customer’s internal business purposes only, subject to the prohibitions and restrictions herein, and a license to store, print or make a copy of Output Data we provide to you solely for your personal or internal business purposes. You may not resell, distribute, or create derivative works from the Service or the Output Data. You may not develop any service, product, toolset, dataset or derivative work from the Output Data or the Service, whether in aggregated or non-aggregated form, and whether in identified or de-identified form.
3.5 License to Submitted Data. Customer grants Ciro a non-exclusive, worldwide, royalty-free and fully paid license during the Term to use the Submitted Data as necessary for purposes of providing and improving the Services. In addition, Customer grants Ciro a perpetual, irrevocable, non-exclusive, sublicensable, worldwide, royalty-free and fully paid license to (i) solely with Customer’s consent, sublicense, make available, copy, display, publish or distribute the Submitted Data to any third party, including our customers, business partners, and service providers, (ii) use, share, sublicense, display, copy, publish and distribute the Submitted Data in aggregated, de-identified form to provide, develop and improve the Services and our data assets, so long as Ciro does not (a) in any public way refer to Customer in relation to the Submitted Data, or (b) use the Submitted Data in a way that violates any contract Ciro has entered into, or any law. Notwithstanding the foregoing, Customer grants Ciro a perpetual, non-exclusive, worldwide, sublicensable, royalty-free and fully paid license to use, share, sublicense and distribute the Enriched Data in connection with its products and services. All rights in and to the Submitted Data not expressly granted to Ciro in this Agreement are reserved by Customer.
3.6 Open Source Software. Certain items of software may be provided to Customer with the Ciro Solution and are subject to “open source” or “free software” licenses (“Open Source Software”). Some of the Open Source Software is owned by third parties. The Open Source Software is not subject to the terms and conditions of Sections 3.3 (Ownership) or 11 (Indemnification). Instead, each item of Open Source Software is licensed under the terms of the end-user license that accompanies such Open Source Software. Nothing in this Agreement limits Customer’s rights under, or grants Customer rights that supersede, the terms and conditions of any applicable end user license for the Open Source Software. If required by any license for particular Open Source Software, Ciro makes such Open Source Software, and Ciro’s modifications to that Open Source Software, available by written request at the notice address specified below.
3.7 Feedback. Customer hereby grants to Ciro a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by Customer, including Authorized Users, relating to the Services. Ciro will not identify Customer as the source of any such feedback.
4. DATA.
4.1 Data Security. Ciro shall (a) maintain and enforce an information security program including safety, physical and technical security policies and procedures with respect to its processing of Submitted Data that meets or exceeds industry standard practices, (b) periodically test its systems for potential areas where security could be breached and monitor for suspected breaches, (c) promptly report to Customer any breach of security or unauthorized access to Submitted Data that Ciro detects or becomes aware of and (d) use diligent efforts to mitigate any breach of security or unauthorized access to Submitted Data in a timely manner.
5. FEES AND EXPENSES; PAYMENTS.
5.1 Fees. The Fees and any other charges you may incur in connection with your use of the service, such as taxes and possible transaction fees, will be charged to your Payment Method (as defined below) on the schedule set forth in an applicable Order Form. The length of your billing cycle will depend on the type of subscription that you choose when you sign-up for the service, monthly or annual. Ciro may authorize your Payment Method in anticipation of subscription or service-related charges through various methods, including authorizing it up to approximately one month of service as soon as you register. Fees shall be due and payable upon receipt of an invoice provided by Ciro.
Sometimes we offer the Service on a “self-serve” basis, in which case you will have the opportunity to click through these Terms and select the aspects of the Service you want to purchase, including an amount of credits that can be used for data. When you purchase credits, they have an expiration date, which is generally the end of your billing cycle – for most accounts, the end of the month. Do not purchase credits if you are not able to use them during your billing cycle.
We may permit you (in our discretion) to increase the number of seats or users licensed to you during a term, in which case we will then begin to charge you at the new per-seat price. While you may (in our discretion) increase the number of seats during a term, you may not decrease the number of seats during a term: once you increase your per-seat license, you will be charged on that per-seat basis through the remainder of a term. You may not seat-share or time-share: you may only permit one license seat per individual user, at any given time.
5.2 Payment Methods. To use the Services you must provide one or more current, valid, accepted methods of payment, as may be updated from time to time, which may include, if applicable, an account for ACH payment (a “Payment Method”). You authorize Ciro to charge any Payment Method associated to your account in case your primary Payment Method is declined or no longer available to Ciro for payment of Fees. You remain responsible for any uncollected amounts. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not cancel your account, Ciro may suspend your access to the service until Ciro has successfully charged a valid Payment Method. For some Payment Methods, the issuer may charge you certain fees, such as foreign transaction fees or other fees relating to the processing of your Payment Method. Check with your Payment Method service provider for details.
5.3 Updating your Payment Methods. To update your Payment Method, please email support@ciro.io. Ciro may also update your Payment Methods using information provided by the payment service providers. Following any update, you authorize Ciro to continue to charge the applicable Payment Method(s).
5.4 Changes to the Price and Subscription Plans. Ciro reserves the right to change Ciro’s subscription plans, required Payment Methods or adjust pricing for the Services in any manner and at any time as Ciro may determine in Ciro’s sole and absolute discretion. Except as otherwise expressly provided for in these Terms and Conditions, any price changes or changes to your subscription plan will take effect at the beginning of the next applicable renewal term.
5.5 No Refunds. Payments are nonrefundable and there are no refunds or credits for partially used periods. Following any cancellation, other than termination by Ciro due to Customer’s breach pursuant to Section 12.2, you will continue to have access to the service through the end of your current billing period. At any time, and for any reason, Ciro may provide a refund, discount, or other consideration to some or all of Ciro’s subscribers. The amount and form of such credits, and the decision to provide them, are at Ciro’s sole and absolute discretion. The provision of credits in one instance does not entitle you to credits in the future for similar instances, nor does it obligate Ciro to provide credits in the future, under any circumstance.
5.6 Taxes. The Fees are exclusive of all applicable sales, use, value-added and other taxes, and all applicable duties, tariffs, assessments, export and import fees, or other similar charges, and Customer will be responsible for payment of all such taxes (other than taxes based on Ciro’s income), fees, duties, and charges and any related penalties and interest, arising from the payment of the fees, the provision of the Services, or the license of the Ciro Solution to Customer. Customer will make all payments of Fees to Ciro free and clear of, and without reduction for, any withholding taxes; any such taxes imposed on payments of Fees to Ciro will be Customer’s sole responsibility, and Customer will provide Ciro with official receipts issued by the appropriate taxing authority, or such other evidence as Ciro may reasonably request, to establish that such taxes have been paid.
5.7 Interest. Any amounts 30 days’ past due will bear interest at the rate of one and one half percent (1.5%) per month, or the maximum legal rate if less, from the due date until paid.
6. SUBMITTED DATA AND RESPONSIBILITIES.
6.1 Customer Warranty. Customer is solely responsible for any and all obligations with respect to the accuracy, quality and legality of Submitted Data. Customer will obtain all third party licenses, consents and permissions needed for Ciro to use the Submitted Data to provide the Services. Without limiting the foregoing, Customer represents and warrants that (a) Customer will be solely responsible for obtaining from third parties all necessary rights for Ciro to use the Submitted Data submitted by or on behalf of Customer for the purposes set forth in this Agreement (b) any Submitted Data will not (i) infringe any copyright, trademark, or patent; (ii) misappropriate any trade secret; (iii) be deceptive, defamatory, obscene, pornographic or unlawful; (iv) contain any viruses, worms or other malicious computer programming codes intended to damage Ciro’s system or data; or (v) otherwise violate the rights of a third party, (c) the provision of the Submitted Data to us does not violate the U.S. HIPAA law, (d) Customer will not provide Submitted Data consisting of a list of clients of an entity covered by the Gramm-Leach-Bliley Act (i) the Submitted Data is true and accurate. Customer agrees that any use of the Ciro Solution contrary to or in violation of the representations and warranties of Customer in this Section 6.1 (Customer Warranty) constitutes unauthorized and improper use of the Ciro Solution.
6.2 Customer Responsibility for Data and Security. Customer and its Authorized Users will have access to the Submitted Data and will be responsible for all changes to and/or deletions of Submitted Data and the security of all passwords and other Access Protocols required in order the access the Ciro Solution. Customer will have the ability to export Submitted Data out of the Ciro Solution and is encouraged to make its own back-ups of the Submitted Data. Customer will have the sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Submitted Data. Ciro is not obligated to back up any Submitted Data; the Customer is solely responsible for creating backup copies of any Submitted Data at Customer’s sole cost and expense.
7. PROFESSIONAL SERVICES. Where the parties have agreed to Ciro’s provision of Professional Services, the details of such Professional Services will be set out in an Order Form or a mutually executed statement of work (“SOW”). The Order Form or SOW, as applicable, will include: (a) a description of the Professional Services; (b) the schedule for the performance of the Professional Services; and (c) the Fees applicable for the performance of the Professional Services. Each Order Form or SOW, as applicable, will incorporate the terms and conditions of this Agreement. To the extent that a conflict arises between the terms and conditions of an Order Form or SOW and the terms of this Agreement, the terms and conditions of this Agreement will govern, except to the extent that the Order Form or SOW, as applicable, expressly states that it supersedes specific language in the Agreement.
8. WARRANTIES AND DISCLAIMERS.
8.1 Limited Warranty. Ciro represents and warrants that it will provide the Services and perform its other obligations under this Agreement in a professional and workmanlike manner substantially consistent with general industry standards. Ciro further warrants to Customer that the Ciro Solution will operate free from Errors during the Term, provided that such warranty will not apply to failures to conform to the Documentation to the extent such failures arise, in whole or in part, from (a) any use of the Ciro Solution not in accordance with this Agreement or as specified in the Documentation; (b) any use of the Ciro Solution in combination with other products, equipment, software or data not supplied by Ciro; or (c) any modification of the Ciro Solution by any person other than Ciro or its authorized agents. Provided that Customer notifies Ciro in writing of any breach of the foregoing warranty during the Term, Ciro will, as Customer’s sole and exclusive remedy, provide the support described in Section 2.2 (Support Services) or, at Ciro’s option, refund the fees paid by Customer for the Services which gave rise to the breach.
8.2 Disclaimer. THE LIMITED WARRANTY SET FORTH IN SECTION 8.1 (LIMITED WARRANTY) IS MADE FOR THE BENEFIT OF CUSTOMER ONLY. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 8 (WARRANTIES AND DISCLAIMERS), AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE CIRO MATERIALS ARE PROVIDED “AS IS,” AND CIRO MAKES NO (AND HEREBY DISCLAIMS ALL) OTHER WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, COURSE OF DEALING, TRADE USAGE OR PRACTICE, SYSTEM INTEGRATION, DATA ACCURACY, MERCHANTABILITY, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. CIRO DOES NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED, OR THAT OPERATION OF THE CIRO SOLUTION WILL BE UNINTERRUPTED OR ERROR-FREE.
9. LIMITATION OF LIABILITY
9.1 Types of Damages. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.
9.2 Amount of Damages. THE MAXIMUM LIABILITY OF EITHER PARTY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID BY CUSTOMER TO CIRO DURING THE TWELVE (12) MONTHS PRECEDING THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. IN NO EVENT WILL CIRO’S SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT. NOTHING IN THIS AGREEMENT WILL LIMIT OR EXCLUDE EITHER PARTY’S LIABILITY FOR (1) IT’S INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 11 OR (2) GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF A PARTY OR ITS EMPLOYEES OR AGENTS OR FOR DEATH OR PERSONAL INJURY.
9.3 Basis of the Bargain. The parties agree that the limitations of liability set forth in this Section 9 (Limitation of Liability) will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy. The parties acknowledge that the prices have been set and the Agreement entered into in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between the parties.
10. CONFIDENTIALITY.
10.1 Confidential Information. “Confidential Information” means any nonpublic information of a party (the “Disclosing Party”), whether disclosed orally or in written or digital media, that is identified as “confidential” or with a similar legend at the time of such disclosure or that the receiving party (the “Receiving Party”) knows or should have known is the confidential or proprietary information of the Disclosing Party. The Services, Documentation, and all enhancements and improvements thereto will be considered Confidential Information of Ciro. Submitted Data will be considered Confidential Information of Customer.
10.2 Protection of Confidential Information. The Receiving Party agrees that it will not use or disclose to any third party any Confidential Information of the Disclosing Party, except as expressly permitted under this Agreement. The Receiving Party will limit access to the Confidential Information to Authorized Users (with respect to Customer) or to those employees who have a need to know, who have confidentiality obligations no less restrictive than those set forth herein, and who have been informed of the confidential nature of such information (with respect to Ciro). In addition, the Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner that it protects its own proprietary information of a similar nature, but in no event with less than reasonable care. At the Disclosing Party’s request or upon termination or expiration of this Agreement, the Receiving Party will return to the Disclosing Party or destroy (or permanently erase in the case of electronic files) all copies of the Confidential Information that the Receiving Party does not have a continuing right to use under this Agreement, and the Receiving Party will, upon request, certify to the Disclosing Party its compliance with this sentence.
10.3 Exceptions. The confidentiality obligations set forth in Section 10.2 (Protection of Confidential Information) will not apply to any information that (a) is at the time of disclosure or becomes generally available to the public through no fault of the Receiving Party; (b) is lawfully provided to the Receiving Party by a third party free of any confidentiality duties or obligations; (c) was already known to the Receiving Party at the time of disclosure free of any confidentiality duties or obligations; or (d) the Receiving Party can demonstrate, by clear and convincing evidence, was independently developed by employees and contractors of the Receiving Party who had no access to the Confidential Information. In addition, the Receiving Party may disclose Confidential Information to the extent that such disclosure is necessary for the Receiving Party to enforce its rights under this Agreement or is required by law or by the order of a court or similar judicial or administrative body, provided that (to the extent legally permissible) the Receiving Party promptly notifies the Disclosing Party in writing of such required disclosure and cooperates with the Disclosing Party if the Disclosing Party seeks an appropriate protective order.
11. INDEMNIFICATION.
11.1 By Ciro. Ciro will defend at its expense any suit brought against Customer, and will pay any settlement Ciro makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim by any third party alleging that the Ciro Solution infringes such third party’s patents, copyrights or trade secret rights under applicable laws of any jurisdiction within the United States of America. If any portion of the Ciro Solution becomes, or in Ciro’s opinion is likely to become, the subject of a claim of infringement, Ciro may, at Ciro’s option: (a) procure for Customer the right to continue using the Ciro Solution; (b) replace the Ciro Solution with non-infringing software or services which do not materially impair the functionality of the Ciro Solution; (c) modify the Ciro Solution so that it becomes non-infringing; or (d) terminate this Agreement and refund any unused prepaid Fees for the remainder of the term then in effect, and upon such termination, Customer will immediately cease all use of the Ciro Solution and Documentation. Notwithstanding the foregoing, Ciro will have no obligation under this section or otherwise with respect to any infringement claim based upon (i) any use of the Ciro Solution not in accordance with this Agreement or as specified in the Documentation; (ii) any use of the Ciro Solution in combination with other products, equipment, software or data not supplied by Ciro; or (iii) any modification of the Ciro Solution by any person other than Ciro or its authorized agents (collectively, the “Exclusions” and each, an “Exclusion”). This section states the sole and exclusive remedy of Customer and the entire liability of Ciro, or any of the officers, directors, employees, shareholders, contractors or representatives of the foregoing, for infringement claims and actions.
11.2 By Customer. Customer will defend at its expense any suit brought against Ciro, and will pay any settlement Customer makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim arising out of or relating to (a) an Exclusion, (b) Submitted Data, or (c) Customer’s breach or alleged breach of Sections 6.1 (Customer Warranty).
11.3 Procedure. The indemnifying party’s obligations as set forth above are expressly conditioned upon each of the foregoing: (a) the indemnified party will promptly notify the indemnifying party in writing of any threatened or actual claim or suit; (b) the indemnifying party will have sole control of the defense or settlement of any claim or suit; and (c) the indemnified party will cooperate with the indemnifying party to facilitate the settlement or defense of any claim or suit.
12. TERM AND TERMINATION.
12.1 Term. This Agreement will begin on the effective date of the Order Form and continue in full force and effect as long as any Order Form remains in effect, unless earlier terminated in accordance with the Agreement (the “Term”). Unless otherwise stated in the applicable Order Form, the term of an Order Form will begin on the effective date of the Order Form and continue in full force and effect for the period set forth in an Order Form (the “Initial Term”), unless earlier terminated in accordance with the Agreement. Thereafter, the Order Form will automatically renew for additional consecutive terms equal in length to the Initial Term unless, prior to the expiration of the then-current term, either (1) Ciro gives written notice of non-renewal or (2) you cancel your subscription. You must cancel your subscription in writing with thirty (30) days notice by emailing support@ciro.io, and you will continue to have access to the Ciro service through the end of your billing period.
12.2 Termination for Breach. Either party may terminate this Agreement immediately upon notice to the other party if the other party materially breaches this Agreement, and such breach remains uncured more than thirty (30) days after receipt of written notice of such breach.
12.3 Effect of Termination. Upon termination or expiration of this Agreement for any reason: (a) all licenses granted hereunder will immediately terminate; (b) promptly after the effective date of termination or expiration, each party will comply with the obligations to return all Confidential Information of the other party, as set forth in Section 10 (Confidentiality); and (c) any amounts owed to Ciro under this Agreement will become immediately due and payable. Sections 1 (Definitions), 3.2 (Restrictions), 3.3 (Ownership), 3.5 (License to Submitted Data, 3.6 (Open Source Software), 3.7 (Feedback), 5 (Fees and Expenses; Payments), 8.2 (Disclaimer), 9 (Limitation of Liability), 10 (Confidentiality), 11 (Indemnification), 12.3 (Termination for Breach), 12.3 (Effect of Termination), and 13 (Miscellaneous) will survive expiration or termination of this Agreement for any reason.
13. MISCELLANEOUS.
13.1 Publicity. Customer grants Ciro the right, free of charge, to use Customer’s name and/or logo, worldwide, to identify Customer as such on Ciro’s website or other marketing or advertising materials. If you want to be exempted from this, you must let Ciro know prior to purchasing the product or contact Ciro's customer success team. It may take up to 30 days to remove any press announcements, case studies, trade shows, or other marketing reasonably requested by Ciro.
13.2 Governing Law and Venue. This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of California, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Customer hereby expressly consents to the personal jurisdiction and venue in the state and federal courts of the State of California for any lawsuit filed there against Customer by Ciro arising from or related to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
13.3 Export. Customer agrees not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Ciro, or any products utilizing such data, in violation of the United States export laws or regulations.
13.4 Severability. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
13.5 Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
13.6 No Assignment. Neither party will assign, subcontract, delegate, or otherwise transfer this Agreement, or its rights and obligations herein, without obtaining the prior written consent of the other party, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void; provided, however, that either party may assign this Agreement in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets, or other operation of law, without any consent of the other party. The terms of this Agreement will be binding upon the parties and their respective successors and permitted assigns.
13.7 Audit Rights.
(a) Ciro may, upon reasonable prior notice and during regular business hours, conduct an audit of Customer's records and systems to verify compliance with the terms and conditions of this Agreement, including but not limited to the usage and access of the Ciro Solution. The audit may be conducted by Ciro or its authorized representatives, which may include independent third parties selected by Ciro. Customer agrees to reasonably cooperate with Ciro and provide all necessary assistance and access to facilitate the audit.
(b) In the event that an audit reveals any non-compliance by Customer with the terms and conditions of this Agreement, Customer shall promptly remedy such non-compliance. If any such non-compliance results in additional fees or charges owed to Ciro, Customer shall promptly pay such fees or charges as invoiced by Ciro.
(c) The audit rights granted to Ciro under this clause are in addition to any other rights or remedies available to Ciro under this Agreement or applicable law. The exercise of audit rights shall not relieve Customer of its obligations or liabilities under this Agreement, nor shall it limit or prejudice any other rights or remedies available to Ciro.
(d) Ciro will maintain the confidentiality of any information obtained during the audit process, except as required by law or as necessary to enforce its rights under this Agreement.
(e) Customer acknowledges and agrees that the audit rights granted to Ciro are reasonable and necessary to protect its interests, ensure compliance, and maintain the integrity and security of the Ciro Solution.
(f) Each party shall bear its own costs and expenses related to the audit, unless the audit reveals material non-compliance by Customer, in which case Customer shall bear the reasonable costs and expenses incurred by Ciro in conducting the audit.
(g) The provisions of this clause shall survive the termination or expiration of this Agreement for a period of [insert number of years or specify indefinite] from the date of termination or expiration.
13.8 Compliance with Law. Customer will always comply with all international and domestic laws, ordinances, regulations, and statutes that are applicable to its purchase and use of the Ciro Materials.
13.9 Force Majeure. Any delay in the performance of any duties or obligations of either party (except the payment of Fees owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the cause of such delay and to resume performance as soon as possible.
13.10 Independent Contractors. Customer’s relationship to Ciro is that of an independent contractor, and neither party is an agent or partner of the other. Customer will not have, and will not represent to any third party that it has, any authority to act on behalf of Ciro.
13.11 Notices. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by e-mail; and upon receipt, if sent by certified or registered mail (return receipt requested), postage prepaid. Ciro may provide notice using the information provided in the most recent Order Form and Customer may provide notice using the contact information provided on https://www.goCiro.com.
13.12 Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which will be taken together and deemed to be one instrument.
13.13 Entire Agreement. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matters hereof and supersedes and merges all prior discussions between the parties with respect to such subject matters. No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing and signed by an authorized signatory of Customer and Ciro.
