You are about to enter into and access a demo of Cirtuo Software as a Service for managing strategic procurement (hereinafter: “Cirtuo SaaS”). Your access to the demo of Cirtuo SaaS is related to your business relationship with a Prospective Client of Cirtuo (hereinafter: “Prospective Customer” or “Prospective Client”). Your business relationship with Prospective Customer, grants You, Prospective Customer’s employees and consistent with the provisions herein (hereinafter collectively referred to as “End-User” or “You”) the right to access the demo of Cirtuo SaaS.
THIS AGREEMENT BETWEEN END-USER AND CIRTUO SHALL AUTOMATICALLY TAKE EFFECT UPON AND, IN CONSIDERATION OF THE ACCESS TO THE DEMO OF CIRTUO SAAS, END-USER AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT UPON THE EARLIER OCCURRENCE OF ONE OF THE FOLLOWING EVENTS: (A) END-USER ACCESSES THE DEMO OF CIRTUO SAAS; OR (B) END-USER CLICKS “I AGREE”. THE INDIVIDUAL ACCEPTING THIS AGREEMENT, AS AN AGENT, EMPLOYEE OR USER ON BEHALF OF AN ENTITY, SHALL BIND SUCH ENTITY, ITS AFFILIATES HERETO. IF PROSPECTIVE CLIENT’S AGENT ACCESSES THE DEMO OF THE SOFTWARE ON BEHALF OF PROSPECTIVE CLIENT AND CHECKS THE BOX THAT STATES “I ACCEPT THE TERMS AND CONDITIONS OF THIS SAAS DEMO, PROSPECTIVE CLIENT IS DEEMED TO HAVE AUTHORIZED SUCH PARTNER TO VALIDLY REPRESENT PROSPECTIVE CLIENT TO ENTER INTO THIS AGREEMENT FOR ITS OWN ACCOUNT AND ON ITS BEHALF.
In this Agreement, the following terms, in addition to the terms defined elsewhere in this Agreement, shall have the following meanings:
(a) “Agreement” means this Agreement as updated by Cirtuo in its discretion, from time to time.
(b) “Prospective Customer/Client” means the entity or other organization that has an interest in reviewing the demo of Cirtuo SaaS and whose designated End-User accesses this demo.
(c) “End-User” means an individual accepting these terms on behalf of Potential Customer/Client, who is authorized to access the demo, and to whom Prospective Client/Customer has supplied a user identification and password. End-Users may include, for example, End-User employees.
(d) “Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights. These intellectual property rights include copyrights and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, rights in designs.
(e) “Cirtuo SaaS” means the computer software (excluding source code) and software documentation created and/or developed by or for the account of Cirtuo.
The ownership of Cirtuo SaaS and all intellectual property rights to Cirtuo SaaS as well as its name and logo, are and shall remain at all times with Cirtuo, d.o.o., which owns all copyright, trademarks, trade names, patents and other Intellectual Property Rights subsisting in or used in connection with Cirtuo SaaS and any localized versions thereof, including all documentation and source code relating thereto. This Agreement does not grant End-User/User/Prospective Client any Intellectual Property Rights in the Software (including the source code thereof) nor authorize End-User to use Cirtuo’s name or respective trademarks.
End-User’s right to access and/or use the demo to Cirtuo SaaS shall be at all times, nonexclusive, non-transferable, non-sub-licensable and time restricted for the purpose of viewing the demo in accordance with this Agreement. Without limiting the foregoing, End-User’s use of Cirtuo SaaS shall be at all times subject to the following limitations. The right to access the demo Cirtuo SaaS entitles You to use all functions of the demo of Cirtuo SaaS to which you/Prospect Client have been granted access. You/Potential Client/End-User shall not, nor permit others to do any of the following: (a) copy, reproduce, modify, adapt, translate, distribute or supplement the demo of Cirtuo SaaS, or any part thereof, change its specifications or publicly display or perform the demo of Cirtuo SaaS;(b) share the username and password or other means of authentication and authorization with any entity or individual outside Prospective Client or which is connected with an entity or individual which provides products or services similar to Cirtuo;(c)give access to any user outside Prospective Client or which is connected with an entity or individual which provides products or services similar to Cirtuo;(d)provide any insights into Cirtuo SaaS to any party outside of Client or which is connected with an entity or individual which provides products or services similar to Cirtuo;(e) disable or try to disable any technical or logical protection scheme or anti-copy devices of the demo of Cirtuo SaaS or Cirtuo SaaS; (f)distribute, rent, sub-license, or lease the demo of Cirtuo SaaS, or otherwise make it available to third parties; (g) reverse engineer, disassemble, attempt to or derive the source code of, decrypt, modify, or create derivative works based on Cirtuo SaaS; (h) use the demo of Cirtuo SaaS in a way as to promote or provide stolen software / content, or any other form of illegal or damaging activity; (i) modify and/or remove any copyright notices or labels on the demo of Cirtuo SaaS; (j) the demo of Cirtuo may only be used by officers or employees of the Prospective Customer; and (k) the Prospective Client/End-Users must not build a product or service using similar ideas, features, functions or graphics of Cirtuo SaaS and it must not copy any ideas, features, functions or graphics of Cirtuo SaaS or otherwise use insights into Cirtuo SaaS to develop, market or sell any competing or similar product. You shall use the demo of Cirtuo SaaS pursuant to the clause above and shall promptly report to Cirtuo any violation thereof.
The demo of Cirtuo SaaS is confidential material and may not be in any way, whatsoever, disclosed to any other person who does not have the status of User, the sole exception being Your employees or agents for the sole purpose of determining the usefulness of Cirtuo Software. The Parties shall secure the information in such a way that misuse by Third Parties is impossible.
Confidential Information may be disclosed: (a) if disclosure is requested by a court or another authority in an official proceeding whereby the disclosure can only be made to the minimum extent possible and with an indication that the information is confidential;(b)to recipient’s employees, provided that they are aware of the confidentiality and agree to be bound to it specifically or based on their professional duty rules;(c) to recipient’s subsidiaries, as far as they are involved in the performance under Agreement and such disclosure is needed to fulfill Agreement. You and Prospective Customer are bound by the provisions of this clause. This clause is valid for the duration of the aforesaid agreement and for an unlimited time thereafter, regardless of the reason for which the Agreement has been terminated or has expired.
Cirtuo shall treat all personal data in accordance with all applicable laws, including the EU General Data Protection Regulation, (EU) 2016/679 (“GDPR”), the Colorado Consumer Data Privacy Act, c.r.s.§6-1-716 and Federal Trade Commission Act 15 USC §41 et.seq.; as also described in detail in Cirtuo’s Privacy policy, which is available on request. Cirtuo shall protect the de minimis personal data it receives from You, such as name and corporate email address and use them solely for the purpose of accessing the demo of Cirtuo SaaS. You may contact Cirtuo directly at privacy@ciruo.com for any privacy and data protection issues.
CIRTUO DISCLAIMS ANY AND ALL LIABILITY WHATSOEVER ARISING FROM THE DEMO OF CIRTUO SOFTWARE. Prospective Customer is liable to for the acts or omissions of its designated End-Users and for any breach of the terms of this Agreement.
Cirtuo, as applicable, may suspend or terminate, in whole or in part, End-User’s rights of access and use of Cirtuo Saas without prior notice. All terms of this Agreement shall continue following any suspension or termination of this Agreement.
8.1 Waiver. Failure or neglect by Cirtuo to enforce any of the provisions hereof at any time shall not be construed or deemed to be a waiver of Cirtuo’s rights hereunder. The express waiver by Cirtuo of any provision, condition or requirement of this Agreement shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.
8.2 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity and enforceability of the other provisions of this Agreement shall not be affected.
8.3 Assignment. End-Users may not assign this Agreement. Any purported assignment shall be null and void. Subject to the foregoing, this Agreement shall enure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.
8.4 Governing Law and Dispute Resolution
This agreement is governed by and shall be construed in accordance with the laws of the State of Colorado.