TIKIT – FREE TRIAL VERSION
This SaaS Agreement (“Agreement”) is entered into by and between you (“Customer”) and Cireson, LLC, and its subsidiaries (“Cireson”) in relation to your use of the services provided via Tikit (“Services”) more particularly described below. In consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
- SAAS SERVICES AND SUPPORT
- Subject to the terms of this Agreement, Cireson will provide Customer with a web-based ticketing solution integrated within Microsoft Teams which utilizes Microsoft Office 365 authentication (collectively, the “Services”). To utilize the Services, Customer will identify an administrator to install and login to the application using Microsoft Office 365 authentication and then authorize Cireson to access certain Microsoft Office 365 data for Cireson’s application to install and function. The Customer will have the option to set access authorizations for its organization.
- Cireson does not offer technical support for the free trial version of the Services. Notwithstanding the foregoing, Customer may contact Cireson at email@example.com or your Cireson account representative at any time for assistance.
- RESTRICTIONS AND RESPONSIBILITIES
- Customer will not, directly or indirectly do any of the following: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Cireson or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels. To the extent that the Software is distributed or provided to Customer for use on Customer premises or devices in connection with the Services, Cireson hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Services.
- Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227‑7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
- Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Cireson’s standard policies and documentation then in effect, as well as all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Cireson against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although Cireson has no obligation to monitor Customer’s use of the Services, Cireson may do so and may prohibit any use of the Services it believes may be in violation of the foregoing.
- Customer shall be responsible for obtaining and maintaining any equipment, software, and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, Microsoft Office 365 subscription, Microsoft Teams subscription, cellular devices, computers, modems, other hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer’s account, passwords (including but not limited to administrative and user passwords) and files, and for all use of Customer account or the Equipment with or without Customer’s knowledge or consent.
- Customer is solely responsible for its data, including, without limitation, the accuracy, quality, integrity, legality, reliability, appropriateness, and necessary legal rights to use all of the content, data and other information inputted by Customer.
- Customer is solely responsible for its End Users and all activity of all End Users conducted through each End User account. For purposes of this Agreement, an “End User” means any of Customer’s employees or contractors who establish an account for purposes of accessing and utilizing the Services.
- CONFIDENTIALITY; PROPRIETARY RIGHTS
- Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Cireson includes non-public information regarding pricing, discounts, features, functionality and performance of the Services. Proprietary Information of Customer includes non-public data provided by Customer to Cireson to enable the provision or utilization of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years after the termination of this Agreement (unless such information constitutes a trade secret in which case the obligation shall last until such information no longer constitutes a trade secret as defined or determined by applicable law), or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of or reference to any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
- Customer shall own all right, title and interest in and to the Customer Data. Cireson shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto regardless of source of any ideas or suggestions for such improvements, enhancements or modifications, (b) any software, applications, inventions or other technology developed in connection with setup, implementation or support, (c) any data that is based on or derived from the Customer Data whether or not provided to Customer as part of the Services, and (d) all intellectual property rights related to any of the foregoing.
- Notwithstanding anything to the contrary, Cireson shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Cireson will be free (during and after the Term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Cireson offerings, and (ii) disclose such data solely in aggregate or in such other de-identified form as it deems appropriate in connection with its business. No rights or licenses are granted except as expressly set forth herein.
- FREE TRIAL.
- This free trial of Tikit is being made available at no charge until such time, if applicable, as Cireson notifies Customer that it is terminating the free trial of the Services. Thereafter, Tikit may be available on a paid subscription basis.
- TERM AND TERMINATION
- Subject to earlier termination as provided below, this Agreement and the Services are offered by Cireson on a month-to-month basis (the “Term”). As such, Cireson may terminate this Agreement at any time but not without at least thirty (30) days prior notice (email notice acceptable). Customer may terminate this Agreement at any time upon written notice.
- Upon termination, Cireson will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days, but thereafter Cireson may, but is not obligated to, delete stored Customer Data. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, confidentiality obligations, warranty disclaimers, and limitations of liability.
- WARRANTY AND DISCLAIMER
- Cireson shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Cireson or by third-party providers, or because of other causes beyond Cireson’s reasonable control, but Cireson shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. However, NOTWITHSTANDING THE FOREGOING, Cireson does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
- LIMITATION OF LIABILITY
- NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, CIRESON AND ANY OF ITS CURRENT OR FUTURE MANAGERS, OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO SERVICES OR ANY OTHER SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, TORT, STRICT LIABILITY OR OTHER THEORY FOR: (A) ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) ANY INDIRECT, EXEMPLARY, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND CIRESON’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED $100.00, IN EACH CASE, WHETHER OR NOT CIRESON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Cireson’s prior written consent. Cireson may transfer and assign any of its rights and obligations under this Agreement without consent. 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 that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Cireson in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. 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 facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions and all disputes shall be brought exclusively in the federal or state courts located in San Diego County, California. Each party agrees that exclusive forum for the resolution of disputes shall not prohibit the enforcement of any judgment in any other appropriate forum. The parties shall work together in good faith to issue at least one mutually agreed upon press release within 90 days of the Effective Date, and Customer otherwise agrees to reasonably cooperate with Cireson to serve as a reference account upon request.
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