CYRAL SERVICE TERMS – DMAP VERSION
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THE DMAP SERVICE OFFERED BY CYRAL INC. (“CYRAL”). BY ACCESSING OR USING THE DMAP SERVICE IN ANY MANNER, YOU OR THE ENTITY THAT YOU REPRESENT (“YOU”) ARE UNCONDITIONALLY CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THE DMAP SERVICE TERMS CONSISTING OF THIS PARAGRAPH AND THE FOLLOWING TERMS (THE “AGREEMENT”) WITH RESPECT TO THE DMAP SERVICE, TO THE EXCLUSION OF ALL OTHER TERMS. YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT; IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ORGANIZATION OR ENTITY, REFERENCES TO “YOU” IN THIS AGREEMENT, EXCEPT THIS SENTENCE, REFER TO THAT ORGANIZATION OR ENTITY. PROVISION OF THE DMAP SERVICE IS CONDITIONED ON, AND YOUR INSTALLATION OR USE OF THE DMAP SERVICE SHALL CONSTITUTE, YOUR ASSENT TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE DMAP SERVICES IN ANY MANNER. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS.
1. SCOPE OF DMAP SERVICE AND RESTRICTIONS
1.1 Access to and Scope of Service. Following acceptance by You of this Agreement for Cyral’s free version of the service available at this URL http://dmap.cyral.io/ (the “DMAP Service”), Cyral will use commercially reasonable efforts to make the DMAP Service available to You as set forth in this Agreement. Subject to Your compliance with the terms and conditions of the Agreement, You may access and use the DMAP Service for the duration of which Cyral offers the DMAP Service. Any such use of the DMAP Service by You is authorized solely for Your internal business and is subject to Your compliance with the Service Description (defined below) and any additional limitations and restrictions specified in the Agreement.
1.2 Service Description. Your use of the DMAP Service shall at all times be limited and subject to the use limitations and authorizations as specified within Cyral’s published listing for the DMAP Service (the “Service Description”).
1.3 DMAP Service. You acknowledge and agrees that Cyral may terminate the DMAP Service at any time and for any reason or modify the applicable terms by publishing a notice on the Cyral website.
1.4 Restrictions. You will use the DMAP Service only in accordance with the Service Description and all applicable laws, including, but not limited to, laws related to data (whether applicable within the United States, the European Union, or otherwise). You agree not to (and will not allow any third party to): (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the underlying structure, ideas, or algorithms of the DMAP Service or any software used to provide or make the DMAP Service available; (ii) remove or otherwise alter any proprietary notices or labels from the DMAP Service or any portion thereof; or (iii) rent, resell or otherwise allow any third-party access to or use of the DMAP Service.
1.5 Ownership Cyral retains all right, title, and interest in and to the DMAP Service, and any software, products, works or other intellectual property created, used, provided or made available by Cyral under or in connection with the DMAP Service. You may from time to time provide suggestions, comments or other feedback to Cyral with respect to the DMAP Service (“Feedback”). You shall, and hereby do, grant to Cyral a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid-up license to use, modify, copy and distribute the Feedback in connection with Cyral’s products and services. Nothing in this Agreement will impair Cyral’s right to develop, acquire, license, market, promote or distribute products, software or technologies that perform the same or similar functions as, or otherwise compete with any products, software or technologies that You may develop, produce, market, or distribute.
1.6 Software Subject to the terms and conditions of this Agreement, to the extent Cyral makes Cyral proprietary software available to You, Cyral hereby grants to You, and You hereby accept from Cyral, a limited, non-exclusive, non-transferable, non- assignable and non-sublicenseable license to: run such software solely as necessary to make use of the DMAP Service. You agree that, it shall not: (a) exceed the scope of the licenses granted in this Agreement; (b) make copies of the software; (c) distribute, sublicense, assign, delegate, rent, lease, sell, time-share or otherwise transfer the benefits of, use under, or rights to, the license granted in Section 1; (d) reverse engineer, decompile, disassemble or otherwise attempt to learn the source code, structure or algorithms underlying the software, except to the extent required to be permitted under applicable law; (e) modify, translate or create derivative works of the software; (f) remove any copyright, trademark, patent or other proprietary notice that appears on the software or copies thereof.
1.7 r Data and Personal Data. You are solely responsible for Your Data including, but not limited to: (a) compliance with all applicable laws and this Agreement; (b) any claims relating to Your Data; (c) any claims that Your Data infringes, misappropriates, or otherwise violates the rights of any third party; and (d) backing up and maintaining Your Data. Notwithstanding anything to the contrary, You acknowledges and agrees that Cyral may (i) internally use and modify Your Data to provide the DMAP Service and any support or consultation services to You, and generating Aggregated Data (as defined below), and (ii) freely use and make available Aggregated Data for Cyral’s business purposes (including without limitation, for purposes of improving, operating, and marketing Cyral’s products and services). “Aggregated Data” means data submitted to, collected by, or generated by Cyral in connection with Your use of the DMAP Service, but only in aggregate, de-identified form which is not linked specifically to You or any individual. For purposes of this Agreement, “Your Data” shall mean any data, information or other material provided, uploaded, or submitted by You to the DMAP Service in the course of using the DMAP Service. You, not Cyral, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Your Data. Cyral agrees to maintain commercially reasonable technical and organizational measures designed to secure its systems from unauthorized disclosure and modification, which are described in more detail at https://cyral.com/trust/. Cyral’s security measures will include: (i) building our product and services on top of a secure infrastructure; and (ii) using firewalls, access controls, and similar security technology designed to protect Your Data from unauthorized disclosure and modification. You hereby represent and warrant that it will not provide or make available to Cyral any Your Data subject to the EU General Data Protection Regulation (the “GDPR”) or other applicable law or regulation with respect to data privacy. Cyral may retain Your Data for up to thirty (30) days following the termination of this Agreement; thereafter, You acknowledge that Your Data may be irretrievably deleted.
1.8 Support. Subject to Your compliance with the Agreement, Cyral will use commercially reasonable efforts to provide You the Cyral support service(s) specified in the Service Description, if any.
1.9 Service Suspension. Cyral may suspend Your access to or use of the DMAP Service as follows: (a) immediately if Cyral reasonably believes Your use of the DMAP Service may pose a security risk to or may adversely impact the DMAP Service; or (b) following thirty (30) days written notice if You is in breach of this Agreement.
1.10 Embedded Reporting, Compliance Routine; Data Access and Use. You acknowledge that the DMAP Service and/or software may contain automated reporting routines that will automatically identify and analyze certain aspects of use and performance of DMAP Service and/or the systems on which they are installed, as well as the operator and operating environment (including problems and issues that arise in connection therewith), and provide e-mail and other reports to Cyral. Cyral will be entitled to inspect the installation and configuration of the DMAP Service and systems from time to time on reasonable notice. Cyral will be free to use for development, improvement, diagnostic and corrective purposes any data and information it so collects relating to diagnosis, problems, systems, performance, use or functionality, and may allow others to do so.
2. TERMINATION
2.1 Termination. This Agreement may be terminated: (a) by either party if the other has materially breached this Agreement, within thirty (30) calendar days after written notice of such breach to the other party; or (b) by Cyral upon written notice to You as a result of (i) discontinuance of the DMAP DMAP Service pursuant to Section 1.3, or (ii) by Cyral if You has made or attempted to make any assignment of this Agreement in the absence of Cyral’s prior written approval of such assignment.
2.2 Effect of Termination. Upon any termination of this Agreement, You shall (i) immediately cease use of the DMAP Service, and (ii) return all Cyral Confidential Information and Cyral provided software.
2.3 Survival. The following provisions will survive termination of this Agreement: Sections 1.5 (Ownership), 2,2 (Effect of Termination), Section 2.3 (Survival), Section 3 (Confidentiality), Section 4 (Indemnification), Section 6 (Limitation of Liability), Section 7 (Miscellaneous).
3. CONFIDENTIALITY
During the term of this Agreement, either party may provide the other party with confidential and/or proprietary materials and information (“Confidential Information”). All materials and information provided by the disclosing party and identified at the time of disclosure as “Confidential” or bearing a similar legend, and all other information that the receiving party reasonably should have known was the Confidential Information of the disclosing party, shall be considered Confidential Information. This Agreement is Confidential Information. The receiving party shall maintain the confidentiality of the Confidential Information and will not disclose such information to any third party without the prior written consent of the disclosing party. The receiving party will only use the Confidential Information internally for the purposes contemplated hereunder. The obligations in this Section shall not apply to any information that: (a) is made generally available to the public without breach of this Agreement, (b) is developed by the receiving party independently from and without reference to the Confidential Information, (c) is disclosed to the receiving party by a third party without restriction, or (d) was in the receiving party’s lawful possession prior to the disclosure and was not obtained by the receiving party either directly or indirectly from the disclosing party. The receiving party may disclose Confidential Information as required by law or court order; provided that, the receiving party provides the disclosing with prompt written notice thereof and uses the receiving party’s best efforts to limit disclosure. At any time, upon the disclosing party’s written request, the receiving party shall return to the disclosing party all disclosing party’s Confidential Information in its possession, including, without limitation, all copies and extracts thereof.
4. INDEMNIFICATION
You will defend, indemnify, and hold Cyral, its affiliates, suppliers and licensors harmless and each of their respective officers, directors, employees and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any third party claim with respect to: (a) Your Data; (b) breach of this Agreement or violation of applicable law by You; or (c) alleged infringement or misappropriation of third-party’s intellectual property rights resulting from Your Data.
5. WARRANTY
YOU ACKNOWLEDGE THAT THE SERVICE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND FROM ANYONE, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. FURTHER, CYRAL DOES NOT WARRANT RESULTS OF USE OR THAT THE SERVICES ARE BUG FREE OR THAT THE SERVICE’S USE WILL BE UNINTERRUPTED.
6. LIMITATION OF LIABILITY.
IN NO EVENT SHALL CYRAL BE LIABLE FOR ANY LOST DATA, LOST PROFITS, BUSINESS INTERRUPTION, REPLACEMENT SERVICE OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR INDIRECT DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY. CYRAL’S LIABILITY FOR ANY AND ALL CLAIMS ARISING UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED ONE HUNDRED ($100) US DOLLARS
7. MISCELLANEOUS
7.1 Export Control. You hereby certify that You will comply with all current US Export Control laws. You agree to defend, indemnify and hold Cyral harmless from any liability for Your violation of U.S. Export Control laws.
7.2 Compliance with Laws. You shall comply with all applicable laws and regulations in its use of the DMAP Service, including without limitation the unlawful gathering or collecting, or assisting in the gathering or collecting of information in violation of any privacy laws or regulations. You shall, at its own expense, defend, indemnify and hold harmless Cyral from and against any and all claims, losses, liabilities, damages, judgments, government or federal sanctions, costs and expenses (including attorneys’ fees) incurred by Cyral arising from any claim or assertion by any third party of violation of privacy laws or regulations by You or any of its agents, officers, directors or employees.
7.3 Assignment. Neither party may transfer and assign its rights and obligations under this Agreement without the prior written consent of the other party. Notwithstanding the foregoing, Cyral may transfer and assign its rights under this Agreement without consent from the other party in connection with a change in control, acquisition or sale of all or substantially all of its assets.
7.4 Force Majeure. Neither party shall be responsible for failure or delay in performance by events out of their reasonable control, including but not limited to, acts of God, Internet outage, terrorism, war, fires, earthquakes and other disasters (each a “Force Majeure”).
7.5 Notice. All notices between the parties shall be in writing and shall be deemed to have been given if personally delivered or sent by registered or certified mail (return receipt), or by recognized courier service.
7.6 Independent Contractor. Cyral is an independent contractor and both parties agree that no agency, partnership, joint venture, or employment is created as a result of this Agreement. You do not have any authority of any kind to bind Cyral.
7.7 Governing Law. This Agreement shall be governed exclusively by, and construed exclusively in accordance with, the laws of the United States and the State of California, without regard to its conflict of laws provisions. The federal courts of the United States in the Northern District of California and the state courts of the State of California shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each party hereby consents to the jurisdiction of such courts and waives any right it may otherwise have to challenge the appropriateness of such forums, whether on the basis of the doctrine of forum non conveniens or otherwise. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
7.8 Marketing. You hereby authorize Cyral to identify You as a Cyral customer, and to use Your name, mark and logo on Cyral’s website and in Cyral’s marketing materials in connection with the Your use of the DMAP Service.
7.9 Entire Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement, and all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. Any term or provision of this Agreement held to be illegal or unenforceable shall be, to the fullest extent possible, interpreted so as to be construed as valid, but in any event the validity or enforceability of the remainder hereof shall not be affected.