BASE2SUMMIT LLC PROVIDES ACCESS TO ITS SOFTWARE TITLED CMDB360™ (THE "SOFTWARE") SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THIS SUBSCRIPTION AGREEMENT (THIS “AGREEMENT”). THIS IS A LICENSE AND SERVICES AGREEMENT AND NOT AN AGREEMENT FOR SALE. THIS AGREEMENT GIVES TO A SUBSCRIBER ("LICENSEE") CERTAIN LIMITED RIGHTS BY BASE2SUMMIT LLC ("LICENSOR") TO USE THE PROPRIETARY CMDB360™ SOFTWARE AND RELATED ITEMS. PLEASE READ THE TERMS OF THIS AGREEMENT CAREFULLY.
BY USING THE SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MUST FORGO THE USAGE OF THE SOFTWARE. ALL RIGHTS NOT SPECIFICALLY GRANTED IN THIS AGREEMENT ARE RESERVED TO LICENSOR.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THE COMPANY TO THE TERMS GOVERNING THE PRODUCTS AND SERVICES DESCRIBED IN THIS AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MAY NOT REGISTER TO USE THE SOFTWARE AND SERVICE THAT CONSTITUTES THE SUBJECT MATTER OF THIS AGREEMENT.
The headings of each of the terms and conditions of this Agreement are for convenience of reference only and shall not form part of these terms and conditions. Such headings shall be ignored in the interpretation or construction of any of the terms and conditions of this Agreement.
As used herein, the following words, phrases, or terms in this Agreement shall have the following meanings:
“Internal” means within the Licensee’s own organization that has been granted this license.
“Executable Code” means machine-readable code compiled by a high-level compiler.
“Source Code” means code written in human-readable format or in a high-level program language.
“CMDB360”, “cmdb360.com” or any other version name, means the suite of programs, scripts, manuals, and procedures received from Licensor.
“Software” means the actual copy of all or any portion of the allocated source or executable code for program routines delivered on the media or via network, inclusive of backups, updates, or merged copies permitted hereunder or subsequently supplied by Licensor. “Software” includes file structures, programming instructions, user interfaces, screen formats, sequences, and all Related Materials (defined below).
"Satellite" refers to components or extensions of the Software designed to operate in conjunction with the Software to provide access to data or services of computing infrastructure and associated services. All terms and conditions of the Software extend to any Satellite deployments under the terms of this Agreement.
“Related Materials” means all of the printed materials, user documentation, training documentation, demonstration programs, and any other documentation supplied by Licensor under this Agreement.
"Content" means the audio and visual information, documents, software, products and services contained or made available to Licensee in the course of using the Service.
"You", “Your”, “User”, "User's", "Licensee", or "Licensee's" refers to the person using the Service in ANY way. If you have registered as, for, or on behalf of a corporate entity, "You", "Your", "User", 'User's", "Licensee", or "Licensee's" all refer to the entity, its officers, directors, agents, employees, subcontractors, affiliates, subsidiaries, and all other persons or entities which the registered entity permits to use the Service in ANY way.
"Licensee Data" means any data, information or material provided or submitted by Licensee to Licensor in the course of utilizing the Service.
"Service(s)" means the specific edition of Licensor's software and system identified during the registration and/or ordering process, developed, operated, and maintained by Licensor and accessible via cmdb360.com or another designated web site, marketplace or IP address, or any ancillary services rendered to Licensee by Licensor, to which Licensee is being granted access under this Agreement. The Service encompasses the Software, Related Materials, Content, and other functionality.
"Administrative User" means the login and email address designated by Licensee to accept communication with Licensor in matters pertaining to the Service. Licensee shall keep a valid email address and contact information for the Administrative User so as to facilitate communication with Licensor regarding account matters such as support requests, account problems, billing statements, and more.
"Intellectual Property Rights" means non-patented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature.
"Cloud Service Provider" or "CSP", means a third-party company that offers some component of cloud computing, typically Infrastructure as a Service (IaaS), Software as a Service (SaaS) or Platform as a Service (PaaS). Cloud Service Providers as it relates to this Agreement provide the computing infrastructure and associated services upon with the Software operates.
"Managed Service Provider" or "MSP", means an outsourced third-party company that manages and assumes responsibility for the on-going support and operation of technology related assets.
Licensor retains exclusive ownership of any copy of the Software licensed under this Agreement and hereby grants to Licensee a personal, non-exclusive, non-transferable license to use the Software, without the right to sublicense, pursuant to the terms and conditions of this Agreement. From the date of receipt, Licensee agrees to use reasonable efforts to protect the Software from unauthorized use, reproduction, distribution, or publication.
Licensee acknowledges that the Software provided under this Agreement is a trade secret and proprietary to Licensor, and as such, Licensee agrees to receive all such materials in confidence and use the Software only in accordance with the terms of this Agreement.
The Software is owned by Licensor and is protected by United States copyright laws and applicable international treaties and/or conventions.
The Software may be used for Licensee’s own internal BUSINESS uses. THIS IS NOT A LICENSE FOR PERSONAL USE. Licensee may allow Licensee’s agents and contractors to use the programs for this purpose subject to the terms of this Agreement. Licensee shall report any performance problems to Licensor for improvement of the Software.
Source Code: No source code is to be allocated in this license. Any allocations must be agreed to in an independent writing.
Licensee may not modify, translate, reverse engineer, de-compile, disassemble, create derivative works based on, or copy (except as designated in the “Permitted Uses” section) the Software. Licensee has not been granted a license to use any source code, and may not store copies of such in any form.
Licensee has not been granted any trademark license as part of this agreement and may not use the name or mark “Base2Summit”, “CMDB360” or any rendition thereof for any purpose outside the purpose stated herein.
Third Parties: Licensee may not sell, rent, lease, sublicense, lend, time-share, act as a service bureau, provide subscription services for the Software, or transfer, in whole or in part, or provide unlicensed Third Parties access to prior or present versions (or any parts thereof) of the Software, any updates, or Licensee’s rights under this Agreement. Licensee may not use the programs to provide third party training except for training agents and contractors that Licensee will have authorized under this Agreement.
Licensee may not remove or obscure any copyright or trademark notices.
The Software and Related Materials shall not become subject to application for patent, copyright, or other intellectual property application by Licensee.
Assignment: Licensee shall not assign this Agreement or Licensee’s rights hereunder without the prior written consent of Licensor. Any purported assignment without such consent shall result in Licensee’s breach of this Agreement.
Software is designed to operate on a private or public cloud server environment with the computing resources provided by a Cloud Service Provider and the management and support by a Managed Service Provider. Licensor may have partnerships or agreements with said CSP's or MSP's, however, this Agreement is only between Licensor and Licensee for the license of the Software and in no other parties are involved in this Agreement.
Licensor is not responsible for any failures to perform by any Cloud Service Provider or Managed Service Provider that is involved in the delivery of the Software to Licensee.
Licensor may provide Licensee access to the Service for evaluation purposes. In such cases, Licensee access to the Service and this Agreement shall terminate on the expiration of the evaluation period described in the order process unless Licensee chooses to subscribe to the service prior to the end of such evaluation. Licensee may choose to renew a previous evaluation and in doing so will be required to repeat the acceptance of this Agreement. Licensor shall have no obligation to retain or otherwise safeguard information captured during evaluation. This paragraph withstands all others of this Agreement.
Licensor may charge and collect fees as it pertains to the Service (hereinafter "Fee" or "Fees"). Fees will be listed in the appropriate cloud marketplace pricing schedule or on the CMDB360.com website and will require Licensee's acceptance by clicking to deploy the marketplace application. All charges shall be in US dollars. Each billing cycle, Licensor OR THE CLOUD SERVICE PROVIDER THAT PROVIDES THE INFRASTRUCTURE SERVICES UPON WHICH THE SOFTWARE OPERATES OR THE MANAGED SERVICE PROVIDER SUPPORTING THE SOFTWARE will send Licensee an invoice for the current due charge and/or bill Licensee's credit card or bank account. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and Licensee shall be responsible for payment of all such taxes, levies, or duties. Licensee must pay the amounts owed to the CLOUD SERVICE PROVIDER OR MANAGED SERVICE PROVIDER in order to continue to operate the Software.
If Licensee's account is in arrears with the CLOUD SERVICE PROVIDER OR MANAGED SERVICE PROVIDER, Licensor shall have the right to terminate Licensee's access to the Service. Licensee will continue to be charged during any period of suspension. If Licensee or Licensor initiates termination of this Agreement, Licensee will be obligated to pay the balance due on Licensee's account computed in accordance with the above. Licensee agrees that Licensor may charge such unpaid fees to Licensee's credit card or otherwise bill Licensee for such unpaid fees. Licensee agrees and acknowledges that Licensor has no obligation to retain Licensee Data and that such Licensee Data may be irretrievably deleted if Licensee's account is 30 days or more delinquent. Delinquent amounts are subject to interest at a rate of 1.5% per month, or the maximum permitted by law, whichever is less, plus any collection expenses.
If Licensee believes that the invoice amount is incorrect, Licensee must contact the appropriate CLOUD SERVICE PROVIDER OR MANAGED SERVICE PROVIDER upon the rules set forth by the provider. No adjustments will be made to any invoice unless Licensee contacts Licensor in the prescribed manner and within the prescribed time frame.
Licensee is responsible for any and all activities that occur under Licensee's user accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with use of the Software. Licensee shall: (i) notify Licensor immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Licensor immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by Licensee or its users; (iii) assure that use of the Software shall at all times comply with all applicable local, state, federal, and international laws, regulations, and conventions, including without limitation those related to data privacy, international communications, and the exportation of technical or personal data; and (iv) not impersonate another user or provide false identity information to gain access to or use the Service.
Licensee, not Licensor, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all Licensee Data. Licensor shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any of Licensee Data. Upon termination, Licensee's right to access or use Licensee Data immediately ceases, and Licensor shall have no obligation to maintain or forward any Licensee Data.
The Initial Term of this Agreement is one year from the date Licensee joins the Service by completing the online subscription form. This Agreement will automatically renew, for a term equal in duration to the Initial Term, upon the expiration of the Initial Term or any renewal term. Either party may terminate this Agreement effective upon 60 days written notice. In the case of free trials, notifications provided through the ordering process indicating the period of the free trial shall constitute notice of termination. Licensee agrees and acknowledges that Licensor has no obligation to retain the Licensee Data, and may delete such Licensee Data, more than 30 days after termination.
Any breach of Licensee's payment obligations or unauthorized use of the Service will be deemed a material breach of this Agreement. Licensor, in its sole discretion, may terminate Licensee's password, account or use of the Service IMMEDIATELY if Licensee breaches or otherwise fails to comply with this Agreement. Licensee agrees and acknowledges that Licensor has no obligation to retain the Licensee Data, and may delete such Licensee Data more than 30 days after termination.
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Licensor represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the user documentation under normal use and circumstances. Licensee represents and warrants that it has not falsely identified itself nor provided any false information to gain access to the Service.
LICENSOR AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT; LICENSOR AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET LICENSEE'S REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY LICENSEE THROUGH THE SERVICE WILL MEET LICENSEE'S REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS;(III) THE SERVICE AND ALL CONTENT IS PROVIDED TO LICENSEE STRICTLY ON AN "AS IS" BASIS; AND (IV) ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY LICENSOR AND ITS LICENSORS.
THE SOFTWARE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. LICENSOR IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM LICENSEE IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
This site provides services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of the European Union. Licensee acknowledges and agrees that the site shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to Afghanistan, Burma, Cuba, Iraq, Iran, Libya, Sudan, or any other countries to which the United States and/or the European Union maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Software, Licensee represents and warrants that it is not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. Licensee agrees to comply strictly with all U.S. and European Union export laws and assumes sole responsibility for obtaining licenses to export or re-export as may be required.
Licensor makes no representation that the Service is appropriate or available for use in other locations. If Licensee uses the Service from outside the United States of America and/or the European Union, Licensee is solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to United States or European Union (including European Union Member States) law is prohibited. None of the Content, nor any information acquired through the use of the Service, is or will be used for nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorized by the United States Government or appropriate European body for such purposes.
Licensor may give notice by means of a general notice by electronic mail to the Administrator User, or by written communication sent by first class mail or pre-paid post to Licensee's address on record on their respective website. Such notice shall be deemed to have been given upon the expiration of 96 hours after mailing or posting (if sent by first class mail or pre-paid post) or after sending (if sent by email) AND RECEIVING a reply (via email) a response from Base2Summit to the sent email. Licensee may give notice to by email to support@cmdb360.com or by first class mail to the address listed on Licensor's respective website.
Licensor reserves the right to change the terms and conditions of this Agreement or its policies relating to the Service at any time and shall notify Licensee by posting an updated version of this Agreement on the Service. Licensee is responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute Licensee's consent to such changes.
This Agreement may not be assigned by Licensee without the prior written approval of Licensor but may be assigned by Licensor to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void.
If any provision(s) of this Agreement shall be held to be invalid, illegal, or unenforceable by a court or other tribunal of competent jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
This Agreement shall be governed by the laws of the State of Colorado without reference to conflict of laws principals. The parties hereby consent to the personal jurisdiction of the courts of the State of Colorado and waive their rights to venue outside of Broomfield County, Colorado.
Revision 2022-06-02