This Cloud Services Agreement, together with any Supplement terms (the "Agreement") is an agreement between the Company (as defined below, or "We," "Us," "Our") and you, whether individually or on behalf of an entity, as applicable and identified in the Grant Letter ("Customer," "You," "Your," or "Yourself"). Company and Customer may each be referred to in this Agreement as a "Party" or together as the "Parties." By accessing or using the Cloud Services, You agree to this Agreement on behalf of You and Users and You represent and warrant that You have full authority to bind You and Users to this Agreement. If You do not agree to this Agreement, You may not access or use the Cloud Services, and You must immediately notify Us to cancel the Cloud Services identified in the Grant Letter without accessing or using the Cloud Services. In the event You purchase from an Authorized Partner, the terms of this Agreement apply to Your use of the Cloud Services and prevail over any inconsistent provisions in Your agreement with such Authorized Partner. If You are accepting this Agreement on behalf of another person or other legal entity, You represent and warrant that You have full authority to bind that person or legal entity to this Agreement. If You have not paid for a subscription to the Cloud Services, such services are deemed an Evaluation Product under Section 12. Capitalized terms used in this Agreement have the meaning assigned to them in Section 15 or elsewhere in this Agreement.

1. RIGHT OF USE AND RESTRICTIONS

1.1 Right to Access and Use.

Subject to the terms of this Agreement, We grant You a limited, revocable, nonexclusive, nontransferable, non-assignable, non-sublicensable worldwide right to access and use the Cloud Services described in the Grant Letter during the applicable Subscription Period solely for Your internal business purposes in accordance with the Agreement and the entitlements set out in the Grant Letter(s). Use of the Cloud Services depend on the types of subscriptions purchased (e.g., Users) and are subject to the Product Entitlement definitions on the applicable date of Your Grant Letter. You must have an active subscription to the Cloud Services in order to continue to receive access to the Cloud Services. User-based subscriptions may not be shared or used by more than one individual User but may be reassigned to new Users who are replacing former Users that have been terminated or otherwise no longer use the Cloud Services.

1.2 Affiliates.

You may permit Affiliates to use the Cloud Services in accordance with this Agreement, provided that You are responsible and fully liable for each Affiliate's compliance with this Agreement.

1.3 Access Software.

If We provide Software to You to access the Cloud Services, You must access the Cloud Services with that Software. Such Software is provided to You subject to the EULA, which applies with respect to any Software. Such Software may include, without limitation, APIs, cloud connectors, key agents, integrators, and extensions that may be used to access or integrate with the Cloud Services. Any conflict or inconsistency between the EULA and this Agreement will be resolved in favor of the EULA if it relates to Software, and this Agreement as it relates to Cloud Services or other matters.

1.4 Developer Portal APIs Provided as a Service.

You may use any APIs and instructions that We may make available through Our developer portal in accordance with this Agreement for integration of Our Cloud Services with non-Company applications for Your internal, non-commercial, non-production network environment use only, except as otherwise mutually agreed in writing. We have no responsibility, and You are wholly responsible for any API integration by You with non-Company applications or for any third parties processing of data sent via API at Your direction. APIs ARE PROVIDED "AS IS" WITH NO WARRANTY WHATSOEVER, EXPRESS, OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, WHICH ARE HEREBY EXPRESSLY DISCLAIMED.

1.5 Managing Parties.

If You enter into a contract for a third-party to manage Your information technology resources ("Managing Party"), You may authorize the Managing Party to use the Cloud Services on Your behalf, provided that:

a) the Managing Party only uses the Cloud Services for Your internal business operations;

b) the Managing Party agrees in writing to be bound by this Agreement;

c) You provide Us with written notice that a Managing Party will be using the Cloud Services on Your behalf; and

d) You remain responsible for all use of the Cloud Services by the Managing Party.

1.6 Restrictions.

You will not, and will not allow Users or any third parties to:

a) license, sublicense, access, use, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make the Cloud Services available to any third-party;

b) modify, decompile, reverse engineer, or copy the Cloud Services, or any of their components;

c) access or use the Cloud Services to build or support any products or services competitive with the Cloud Services;

d) use the Cloud Services to conduct fraudulent activities;

e) attempt to gain unauthorized access to the Cloud Services, engage in any denial-of-service attacks, or otherwise cause immediate, material, or ongoing harm to Us, the provision of the Cloud Services, or to others;

f) impersonate or misrepresent an affiliation with a person or entity;

g) access or use the Cloud Services for monitoring the availability, security, performance, functionality, or for any other benchmarking or competitive purposes without Our express written permission;

h) falsely identify Yourself or provide any false information to establish any account that will be used to gain access to and/or use of any Company Products;

i) use the Cloud Services to initiate or propagate Malware;

j) use the Cloud Services as an HTTP server that allows third-party relay or proxy of web traffic; or

k) use the Cloud Services in a manner that violates applicable law or regulation, infringes on the rights of any person or entity, or violates this Agreement.

Each of (a) to (k) is a "Prohibited Use". A Prohibited Use is a material breach of this Agreement, as determined at Our sole discretion.

1.7 Right to Use Customer Data.

a) You grant Us a non-exclusive, royalty-free right and license to access and use the Customer Data as necessary during the Subscription Period:

I. for Us to provide the Cloud Services and Support to You during the Subscription Period; and

II. for administering this Agreement, including assuring that the right number of subscriptions and/or User accounts have been issued.

2. YOUR OBLIGATIONS

2.1 Access.

You are responsible for all activity occurring under Your Cloud Services and Support accounts. You will provide Us with all information and assistance required to supply the Cloud Services or enable Your use of the Cloud Services. You will immediately notify Us of any unauthorized account use or other suspected security breach, or unauthorized use, copying or distribution of Cloud Services, Documentation or Customer Data.

2.2 System Administrator.

As needed, You will provide Us contact information for Your system administrator, who is authorized to provide the information required to configure and manage the Cloud Services ("System Administrator"). Depending on the Cloud Services purchased, We may provide You with a confidential access code to the administration tool, which may only be accessed by the System Administrator.

2.3 Updated Information.

You must provide current and complete Users' information as necessary for Us to manage Your account.

3. TECHNICAL SUPPORT SERVICE

We will provide Support to You in accordance with the applicable Service Schedule. The Support and/or any Support terms may be updated from time to time; however, provided that the updates do not materially reduce the level of performance, functionality, or availability of the Support during Your active Support Period, We will not be deemed to have made a material adverse change.

15. DEFINITIONS AND INTERPRETATION

In this Agreement:

Affiliate

means any entity that Controls, is Controlled by, is under common Control with a Party, or is Controlled by the same parent entity as a Party, where "Control" or "Controlled" means direct or indirect ownership, through one or more intermediaries of greater than 50% of an entity's voting capital or other voting rights.

Authorized Partner

means any of Our Distributors, Resellers, or other business partners. For the avoidance of doubt, Authorized Partners have no authority to modify any of the terms of this Agreement, and any Company Products purchased through Authorized Partners shall remain governed by and subject to the terms of this Agreement.

Business Day

means any day other than a Saturday, Sunday, statutory or public holiday in the place where Company Products are provided, or the Professional Services are performed.

Cloud Services

means the Cloud Services that We provide to You as specified in one or more Grant Letters and that are subject to the applicable Service Schedule.

Company

means: HyprEdge, Inc., with office located at 4804 NW Bethany Blvd, Suite I-2, #107, Portland, OR 97229, USA, if the Cloud Services are purchased in the United States (except as provided in Subsection (vii) below), Canada, Mexico, Central America, South America, or the Caribbean.

Company Products

means any Cloud, on-premise Services or Support.

Covered Country

means any country that is a member of the Berne Convention where the Company (as defined in Section 15) is incorporated.

Customer Data

means Your Personal Data, sensitive data or other information about You and Users (including Users' name, address, e-mail address and payment details), their computers, files stored on their computers, or their computers' interactions with other computers, including information regarding network, licenses used, hardware type, model, hard disk size, CPU type, disk type, RAM size, 32 or 64 bit architecture, operating system types, versions, locale, BIOS version, BIOS model, total scanners deployed, database size, system telemetry, device ID, IP address, location, content, products installed, components, processes and services information, frequency and details of update of Our components, information about third-party products installed, extracts of logs created by Us, usage patterns of Our products and specific features, etc.

Derivative Work

means a work that is based on one or more preexisting works (such as a revision, translation, dramatization, motion picture version, abridgment, condensation, enhancement, modification, or any other form in which preexisting work may be recast, transformed, or adapted) which, if created without the authorization of the copyright owner of the preexisting work, would constitute copyright infringement.

Documentation

means any explanatory materials, such as user manuals, training materials, user guides, product descriptions, regarding the implementation and use of the Cloud Services and that are provided by Us with the Cloud Services or otherwise made generally available by Us in printed, electronic, or online form.

Force Majeure Event

means any event that arises after the commencement of this Agreement that is beyond a Party's reasonable control and that, by its nature, could not have been foreseen or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third-party's), acts of God, war, riot, embargoes, acts of civil or military authorities, acts of terrorism or sabotage, shortage of supply or delay in delivery or other default by Our vendors, fire, flood, earthquake, accident, radiation, inability to secure transportation, failure of communications or energy sources, malicious damage, breakdown of plant or machinery, epidemics, pandemics, any global, national, or local public health emergency or disease outbreak.

Free Services

means any features or functionality included in a paid subscription for which We no longer charge or which We offer to You at no charge, at Our sole discretion, or other features or functionality that We make available to You without charge, that is labeled as "Pre-Release," "Limited Release," "Beta" or otherwise identified by Us as experimental, untested, or not fully functional, and which is not a time-limited trial for Your evaluation purposes.

Grant Letter

means any written (electronic or otherwise) confirmation notice that We issue to You confirming the Company Products purchased and applicable Product Entitlement. The Grant Letter identifies the SKU number, quantity, Subscription Period or Support Period, and any other access and use details.

High-Risk System

means a device or system that requires extra safety functionalities such as fail-safe or fault-tolerant performance features to maintain a safe state where it is reasonably foreseeable that failure of the device or system could lead directly to death, personal injury, or catastrophic property damage. A device or system with a fail-safe feature in the event of failure may revert to a safe condition rather than break down, may include a secondary system that comes into operation to prevent a malfunction, or may operate as a backup in the event of a malfunction. A device or system with a fault-tolerant feature in the event of failure may continue its intended operation, possibly at a reduced level, rather than failing completely. Without limitation, High-Risk Systems may be required in critical infrastructure, industrial plants, manufacturing facilities, direct life support devices, aircraft, train, boat or vehicle navigation or communication systems, air traffic control, weapons systems, nuclear facilities, power plants, medical systems and facilities, and transportation facilities.

Intellectual Property Rights

means all intellectual property or other proprietary rights throughout the world, whether existing under statute, at common law or in equity, now existing or created in the future, including:

(i) copyright, trademark and patent rights trade secrets, moral rights, right of publicity, authors' rights;

(ii) any application or right to apply for any of the rights referred to in paragraph (i); and

(iii) all renewals, extensions, continuations, divisions, restorations or reissues of the rights or applications referred to in paragraphs (i) and (ii).

Malware

means applications, executable code, or malicious content that We consider be harmful.

Personal Data

means any information relating directly or indirectly to an identified or identifiable individual.

Product Entitlement

means the license or subscription types set forth in the Grant Letter.

Representatives

means a Party's Affiliates, permitted resellers, subcontractors, employees, or authorized agents.

Service Schedules

mean the applicable Cloud Services terms and conditions.

Software

means any software program(s) identified in the Grant Letter or otherwise made available to You and owned or licensed by Us, as the context requires, in object code format, provided by the Parties which may be required for You to access the Cloud Services.

Standard

means a technology specification created by a government sponsored group, an industry sponsored group, or any similar group or entity that creates technology specifications to be used by others. Examples of Standards include GSM, LTE, 5G, Wi-Fi, CDMA, MPEG, and HTML. Examples of groups that create Standards include IEEE, ITU, 3GPP and ETSI.

Subscription Period

means the period for which You have purchased the right to receive the Cloud Services or the time-period for which You have purchased the right to receive Support, as applicable.

Support

means the Technical Support services that We provide for the support and maintenance of the Cloud Services, as specified in the applicable Service Schedule.

Support Period

means the period for which You are entitled to Support, as specified in a Grant Letter.

Threat Data

means non-personally identifying and non-Customer identifying information about Malware, threats, actual or attempted security events, including but not limited to their frequency, source, associated code, general identifiers, attacked sectors and geographies.

User

means a unique individual whom You have authorized to use the Cloud Services pursuant to Your access rights under this Agreement, including Your employees, Your Affiliates, subcontractors, authorized agents, and Managed Parties.

-End-

For questions regarding these terms, please contact us at contact@hypredge.com

Terms and Conditions