End User License Agreement (EULA)
This End User License Agreement (“EULA”) governs your use of all websites, applications, software, data, and other associated components or services (collectively, the “Platform”) currently provided or which will be provided by Civin, Inc. (“Civin”). The Platform is a proprietary framework owned and operated by Civin, and this EULA sets the basis on which Civin makes the Platform available to You and on which You may use the Platform. As used herein, “Licensee” shall either mean You, if You are using the Platform as an individual, or the institution that has engaged with Civin for use of the Platform, if You are accessing the Platform as its employee, consulted or affiliated person.
This EULA applies to all usage of the Platform, including free evaluation trials, beta versions, pilot projects, free tiers, and other unpaid usage as well as paid subscriptions or licenses. If You do not agree to the terms of this EULA, do not use the Platform.
In the event that any master services agreement, orders, terms and conditions or similar agreement exists or is subsequently entered into between Civin and the Licensee which covers the use of the Platform by the Licensee and/or any of Licensee’s employees, consultants and affiliated persons (each, an “Agreement”), the terms of such Agreement shall control to the extent that the terms of this EULA conflict with such Agreement.
For so long as the Licensee remains engaged with Civin for the use of the Platform (the “Term”), and further, as applicable, provided that you remain an employee, consultant or other affiliated person of an institutional Licensee authorized to use the Platform, Civin hereby grants to You a non-exclusive, non-transferable, non-sublicensable, revocable, limited right and license to access and use the Platform, together with all enhancements, future versions, modifications and other improvements thereto, solely for internal business use to conduct data analysis and related tasks. Any other data or Platform usage restrictions will be as set forth on the Platform, or, if applicable, in the Agreement, including order(s) agreed to in writing by Licensee and Civin (“Orders”). Except as set forth in any Agreement or Orders, Civin reserves the right to make changes to the Platform in its sole discretion, or to terminate your use of the Platform at any time, for any reason or no reason.
You shall not:
(i) modify, adapt, duplicate, republish, display, transmit or distribute all or any part of the services provided through the Platform or create derivative works based upon the services provided through the Platform, or permit third parties to do the same, through any means other than the functionality provided in the Platform to export or publish specific outputs;
(ii) use the Platform, or any component thereof or information provided by or through the services provided through the Platform, for any unlawful or unauthorized purpose, or to store or transfer any data that is controlled for export under applicable export control laws;
(iii) decompile, decrypt, disassemble, reduce or otherwise attempt to reverse engineer the Platform or any services provided through the Platform or any portion thereof;
(iv) access, upload, store, analyze, distribute or transmit any materials that (A) violate or infringe in any way upon the rights of others, (B) are unlawful, threatening, abusive, hateful, tortious, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy or publicity rights, harassing, inappropriate, indecent, lascivious, lewd, profane, obscene, racist, or excessively violent, (C) constitute or encourage conduct that would constitute a criminal offense or give rise to civil liability or otherwise violate any law, (D) contain a virus, Trojan horse, worm, time bomb, cancelbot, easter egg, corruptive file, or other harmful or disruptive component, or (E) except as expressly permitted under an applicable Agreement or Order, constitute Personal Data.
(v) impersonate any person or entity or misrepresent its affiliation with any other person or entity, or in any way create a false identity for the purpose of misleading others;
(vi) use any Civin-provided data in any manner inconsistent with the applicable terms of or restrictions on usage provided by Civin as set forth in the Platform;
(vii) attempt to gain unauthorized access to, or disrupt or interfere with the security of, or otherwise cause harm to, the internal systems or any website of Civin or its affiliates, or any systems resources, accounts, servers or networks connected to or accessible through the systems or websites; or
(viii) attempt to identify any individual, group, or organization represented within aggregated, anonymized, or deidentified datasets, or otherwise use any data described in Section 5(b) in a manner that could lead to the creation or disclosure of Personal Data or otherwise endanger the privacy, security, or other rights of any party.
Civin may in its sole discretion suspend Your right to access or use the Platform immediately upon notice to You if Civin determines in its sole discretion that the use of the Platform by You (x) poses a security risk, (y) is connected with service attacks, spamming, misappropriation of third-party rights, illegal activity or may otherwise subject Civin or its affiliates to any liability or (z) constitutes a breach of this EULA. Civin shall not be liable for actions initiated by Civin pursuant to this paragraph.
As used herein, “Personal Data” means social security numbers (or similar identification numbers issued by a governmental authority), personal financial or account data, health information, or other similarly sensitive information, excluding, in each case, information that is lawfully obtained from publicly available information, or from federal, state or local government records lawfully made available to the general public.
2. Passwords and Accounts
You may be provided with an account covering your use of non-public features of the Platform, along with a username and password or other log-in credentials. You agree to keep Your log-in credentials and account information secure and confidential at all times. You agree to use Your use best efforts to prevent unauthorized access to or use of the Platform, and shall notify Civin promptly of any such unauthorized access or use.
3. Ownership and Intellectual Property Rights
Civin shall retain all right, title and interest in and to the Platform and any materials created by Civin, all trade names, trademarks, service marks, titles, brands, brand features and logos of Civin, its confidential information and all of its other intellectual property, and any and all enhancements, variations, improvements and modifications made thereto. The Platform is protected by trademark and copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. Other than the license granted above, You will not acquire any rights in or to any data sets furnished to You in the Platform.
You shall not, (i) appropriate the Platform or Civin’s intellectual property or any enhancements, variations, improvements and modifications made thereto, or challenge Civin’s ownership thereof or rights therein, or (ii) sell, transfer, lease, disseminate or otherwise make available the Platform, without the prior written consent of Civin.
You hereby acknowledge and agree that, to the extent that You provide any feedback, comments, suggestions or ideas regarding the Platform (“Feedback”), Civin shall have all right, title and interest in and to such Feedback and shall be entitled to freely incorporate any such Feedback into any enhancements, variations, improvements, modifications or subsequent versions of the Platform or any new products, services or derivative works based thereon.
Access to the Platform is generally managed by the Licensee. If the Licensee’s subscription to the Platform is terminated, reduced, restricted or suspended, your access to the Platform will be correspondingly terminated, reduced, restricted or suspended.
Civin will provide You with technical support for issues that impact access to the Platform, availability, and operability. Such technical support will be provided during normal business hours, and may be provided directly by Civin, or by an affiliate or subcontractor of Civin. Civin will use commercially reasonable efforts to respond to and resolve all support requests, but, except as expressly set forth in any applicable Agreement or Order, does not provide any warranty as to the Platform’s availability, or Civin’s ability or timeline to resolve any such requests.
From time to time, Civin may make changes to the terms of this EULA. Changes will be effective immediately upon posting or, if notified by email, as stated in the email message. If You do not agree to the changed or revised terms, You must stop using the Platform. By continuing to access the Platform after the effective date of any change to this EULA, You agree to be bound by the changed terms.
7. Disclaimer of Warranties
THE PLATFORM, INCLUDING, WITHOUT LIMITATION, ALL DATA, CONTENT AND SOFTWARE INTEGRATED OR INCORPORATED THEREIN, IS PROVIDED “AS IS” AND “AS AVAILABLE” AND WITHOUT ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND. WITHOUT LIMITING THE FOREGOING, CIVIN EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND INFORMATIONAL CONTENT, AND ANY AND ALL WARRANTIES WITH RESPECT TO THE PLATFORM AND ANY WORK PRODUCT PROVIDED BY YOU OR THE LICENSEE, OR ARISING FROM TRADE USAGE, COURSE OF DEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE FOREGOING, CIVIN MAKES NO REPRESENTATION, WARRANTY OR COVENANT, EXPRESS OR IMPLIED, (I) AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION, CONTENT, SERVICE OR MERCHANDISE PROVIDED BY OR THROUGH CIVIN, AND (II) AS TO YOUR OR LICENSEE’S USE OR QUIET ENJOYMENT OF THE PLATFORM, AND CIVIN SHALL NOT BE LIABLE, EITHER DIRECTLY OR INDIRECTLY, OR AS AN INDEMNITOR OF YOU OR THE LICENSEE, AS A CONSEQUENCE OF ANY IMPAIRMENT OF SUCH USE OR QUIET ENJOYMENT. CIVIN MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR OR THE LICENSEE’S EXPECTATIONS, REQUIREMENTS OR NEEDS. CIVIN DOES NOT GUARANTEE THE CONTINUOUS OR UNINTERRUPTED OR SECURE ACCESS TO THE PLATFORM.
8. Limitations of Liability
Except as otherwise agreed to in writing between Civin and the Licensee, in no event shall Civin be liable for any damages You, the Licensee or any third party incur, including, without limitation, lost profits, business interruption, or lost information, arising out of Your use of or inability to use the Platform, including, but not limited to, deletion of workflows, deletion of disks and abandonment of data and files left on the Platform upon termination. In no event will Civin be liable for loss of data or for indirect, special, incidental, consequential (including lost profit), or other damages based in contract, tort or otherwise.
During the Term and thereafter, You shall keep confidential and shall not publish or otherwise disclose and shall not use for any purpose other than as provided for in this Agreement any Confidential Information furnished to You by Civin, except for that portion of such information or materials that You can demonstrate by competent written proof: (i) was already known to You or the Licensee, other than under an obligation of confidentiality, at the time of disclosure by Civin; (ii) was generally available to the public or otherwise part of the public domain at the time of its disclosure to You; (iii) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of You or the Licensee; (iv) was disclosed to You by a third party who has a legal right to make such disclosure; or (v) was independently discovered or developed by You without the aid, application, or use of Civin’s Confidential Information. For the Purposes of this EULA, “Confidential Information” means all confidential, proprietary or trade secret or information of Civin, whether of a technical, business or other nature, that is disclosed to You, whether in oral, written, graphic, or electronic form, whether labelled or identified as confidential, or otherwise of a nature that would reasonably be deemed to be confidential.
10. Use of Data; Data Storage
You acknowledge and agree that Civin may collect and use usage and other data gathered in connection with Your use of the Platform for Civin’s internal data usage, including without limitation the purpose of calculating and verifying the fees applicable to Licensee’s use of the Platform, providing support services, communicating with users, or for maintaining or improving the Platform or other products or services developed by Civin.
You shall not rely upon the Platform as a primary form of data storage and understand and agree that You will maintain elsewhere in Your control copies of all data uploaded to the Platform unless Civin and Licensee have agreed otherwise in writing. Civin’s obligations with respect to lost or damaged data are limited to the restoration of data from the most recently available backup, if one is available. Civin is not responsible for damages from loss of data (including without limitation any costs of reconstruction).
This EULA, together with the Agreement, if applicable, and any and all Orders and attachments or exhibits thereto, if applicable, sets forth the complete, final and exclusive agreement and all the covenants, promises, agreements, warranties, representations, conditions and understandings between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings between the parties with respect to the subject matter hereof. No amendment to this EULA shall be binding upon Civin unless reduced to writing and posted by or expressly agreed to in writing by Civin. This EULA and all disputes arising out of or related to this EULA or any breach hereof shall be governed by and construed under the laws of the State of Delaware, without giving effect to any choice of law principles that would require the application of the laws of a different state. Any disputed matter between the parties or any of their respective successors and assigns under or related to this EULA shall be resolved in the Federal or state courts located in the State of Delaware. You may not assign or transfer this EULA or any rights or obligations hereunder, in whole or in part, without the prior written consent of Civin. You acknowledge that Your breach by the other Party of paragraphs 3 and/or 9 of this EULA may cause Civin irreparable harm, for which an award of damages would not be adequate compensation and, in the event of such a breach or threatened breach, the Civin shall be entitled to seek equitable relief, and You hereby waive any requirement for the securing or posting of any bond or the showing of actual monetary damages in connection with such relief. These remedies shall be in addition to all other remedies available under this EULA at law or in equity.