Terms of Service | Subscription Agreement

THIS SUBSCRIPTION AGREEMENT (hereinafter “Agreement”) is an agreement between you as an authorized agent of your company, organization, or entity (hereinafter, “you” or “Customer”) and Cayosoft, Inc., a Delaware corporation (“Cayosoft”) or its successor, for Cayosoft Products and/or Support Services. Cayosoft and Customer are each a “Party” and shall be collectively referred to as the “Parties”. Capitalized terms used in this Agreement have the meanings set forth in Section 9 below.

TRIAL INSTALLATION: In the event that Customer downloads or otherwise accesses the Cayosoft Products (i) by installing the Cayosoft Products for use on a trial basis (a “Trial Installation”) or (ii) via a demonstration of Cayosoft Products, the terms of this Agreement shall apply. The duration of any Trial Installation shall begin on the date that Customer first installs any Cayosoft Products and shall end twenty-five (25) days after the date of such installation (the “Trial Period”). Upon the expiration of the Trial Period, Customer’s access to the Cayosoft Products shall automatically terminate, or the Cayosoft Products will be reduced in functionality to the “freeware” version. In the event that the Trial Period is extended for any reason with the written consent of Cayosoft, the terms of this Agreement will continue to apply for the duration of any such extension.

By downloading, installing, purchasing or otherwise using the Cayosoft Products or any updates to the Cayosoft Products, you agree to the terms of this Agreement in their entirety, and if you do not agree to the terms of this Agreement in their entirety, do not purchase, download, install or use the Cayosoft Products, terminate the installation process immediately and completely remove the Cayosoft Products including all program files, installation files, ancillary files, documentation, or other Cayosoft from your computer or other systems on which they are installed.

1. Subscription License.

1.1

Subject to the terms and conditions of this Agreement, Cayosoft hereby grants to the Customer the Subscription License for the Term of this Agreement. The rights and licenses granted under this Agreement to Customer may be used by or on behalf of any Affiliate or Authorized User of Customer. Customer may not (a) authorize or license any third party whatsoever (except an Affiliate or Authorized User) to use, license, sublicense or otherwise transfer the Cayosoft Products or any part thereof, (b) modify or customize the Cayosoft Products (except as otherwise expressly set forth herein), (c) create any derivative works based on the Cayosoft Products, (d) print, copy, reproduce, distribute, transfer, transmit (whether physically or electronically), except as needed for internal business purposes, or assign the Cayosoft Products (in compliance with Section 8.8), (e) decompile, disassemble, decode or otherwise reverse engineer the Cayosoft Products or any part thereof, (f) promote, deliver, distribute, resell, or license the Cayosoft Products through any third-party, (g) use the Cayosoft Products for purposes of competitive analysis or the development of a competing product or service, (h) use the Cayosoft Products in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any third party, or that violates applicable law. The Customer shall maintain any and all proprietary notices incorporated in, or fixed to, the Cayosoft Products and on all copies or extracts thereof and may not alter or remove such notices.

1.2

Subject only to the limited license granted according to the provisions of Section 1.1, all right, title and interest in and to (a) the Cayosoft Products, (b) any software, software modifications, derivative works, processes, configurations, system referenced data, procedures and other intellectual property rights relating to data processing and information technology developed or held by either party hereto from its use of the Cayosoft Products or in the performance of its obligations under the Agreement and (c) all associated copyright, trademark, patent, trade secret and intellectual property rights of the Cayosoft Products, is, and shall be, at all times solely vested in, and shall remain the exclusive property of, Cayosoft and those third parties whose software programs have been incorporated by Cayosoft as part of the Cayosoft Products. Cayosoft, on behalf of itself and such third parties, reserves all of its, and all of such third-parties’, rights in such property.

1.3

All Customer Data is and shall remain the sole and exclusive property of the Customer, as between the parties. Customer represents and warrants that Customer is the owner of and/or has all necessary rights and permissions to Customer Data without violating the rights of any third party or any applicable law.

1.4

The total number of Authorized Users will not exceed the license counts listed in Customer’s order, except as expressly agreed to in writing by the Parties and subject to any appropriate adjustment of the fees payable hereunder. Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Cayosoft Products, and shall cause Authorized Users to comply with such provisions.

1.5

If Customer’s order includes a Workday HR integration, the additional terms listed on Schedule A will apply.

2. Term & Termination.

2.1

Unless otherwise specified in an invoice or order form, the term of this Agreement is for twelve (12) months (the “Initial Term”) beginning on the Effective Date. This Agreement shall automatically renew after the Initial Term for an additional twelve (12) months (each, a “Renewal Term” and, collectively with the Initial Term, the “Term”), unless either party provides written notice of termination to the other party sixty (60) days prior to the end of the then-current term. The provisions of this Agreement shall commence as of the Effective Date and continue in full force and effect for the Term or until terminated by either party according to the provisions of this Section 2.

2.2

Either party hereto may terminate this Agreement upon written notice to the other party hereto if such other party materially breaches, fails to perform, or materially fails to comply with, its obligations under the provisions of this Agreement and does not cure such inaccuracy, breach or failure within forty-five (45) days after receipt of written notice from the non-breaching party (except for payment obligations, for which the cure period is fourteen (14) days).

2.3

Either party hereto may immediately terminate this Agreement if the other party hereto (a) files a petition in bankruptcy, (b) has filed against it a petition in bankruptcy and such petition is not dismissed within 90 days of being so filed, (c) becomes insolvent, and (d) makes an assignment, or enters into some other arrangement, for the benefit of its creditors.

2.4

Immediately upon the termination of this Agreement for any reason, the Customer (i) may no longer use the Cayosoft Products and shall have no further right, title or interest in the Cayosoft Products or any part thereof, including any license in either of the same, and (ii) shall pay all outstanding fees due Cayosoft (if any). Except in the event of Customer’s termination of the Agreement for Cayosoft’s uncured material breach pursuant to Section 2.2, all payment obligations are non-cancelable and prepaid amounts are non-refundable. Except as otherwise provided herein, upon the termination of this Agreement, neither party hereto shall have any further obligation or liability to the other under the provisions of this Agreement.

2.5

The applicable portions of this Agreement that are intended to survive termination shall survive, including but not limited to this Section 2.5, as well as Sections 1.2, 1.3, 2.4, 3, 5, 6, 7.2, 7.3, 7.4, 7.5, and the applicable portions of Sections 8 and 9.

3. Fees.

3.1

In consideration of the subscription to the Cayosoft Products and/or Support Services, Customer shall pay to Cayosoft the fees described in the applicable order form or invoice, subject to the payment terms described in Schedule A attached hereto. Such invoice or order form will describe the Cayosoft Products ordered by the Customer, and the quantities and types thereof. Cayosoft will provide Customer with notice of any pricing changes for the Cayosoft Products and/or Support Services within 30 days of the end of the then-current term. All fees shall be paid in U.S. Dollars within 30 calendar days of the date on which Cayosoft invoices Customer. Any amounts unpaid after 30 days will bear interest on the unpaid balance at 1.5% per month. Customer shall bear the cost of collection of any past due amounts. If this Agreement is not renewed by the end of the then-current term or if fees are past due, Cayosoft reserves the right to suspend Customer’s access to the Cayosoft Products and/or Support Services until payment is made. Any such suspension will not relieve Customer of its obligation to pay all charges that accrued prior to such suspension.

3.2

The fees listed on the applicable order form or invoice are exclusive of any sales, use, excise, value-added, withholding or other taxes due or payable as a result of the parties’ mutual execution and delivery of this Agreement. Customer shall be responsible for all, and shall reimburse Cayosoft for any, such taxes.

4. Support.

4.1

The Support Services are included with the Subscription License. The Customer shall promptly report to Cayosoft, in writing, any flaws, errors, bugs, defects or other problems in or with the Cayosoft Products that it identifies.

4.2

Cayosoft may provide training, configuration, customization and/or other professional services (“Professional Services”) to Customer at an additional cost. The terms and fees associated with the Professional Services shall be set forth in a separate Statement of Work and such Statement of Work invoice will be incorporated as an addendum to this Agreement. Except as otherwise expressly provided in this Agreement or an invoice, Cayosoft shall have no obligation to provide any Professional Services for the Cayosoft Products to Customer or its end users.

5. Confidentiality.

5.1

The term “Confidential Information” means any information that a reasonable person would consider to be confidential, including but not limited to all trade secrets, know-how, software and other financial, business or technical information of a party that is disclosed to the other party in connection with this Agreement. Information shall not be considered Confidential Information if the receiving party can document that the information (i) is or becomes (through no improper action or inaction by the receiving party or any affiliate, agent, consultant or employee) generally available to the public, (ii) was in its possession or known by it without restriction prior to receipt from the disclosing party, or (iii) was rightfully disclosed to it by a third party, or (iv) was independently developed without use of or reference to the Confidential Information of the disclosing party. The receiving party may make disclosures required by law or court order provided that the receiving party uses diligent reasonable efforts to limit disclosure and to obtain confidential treatment or a protective order, and notifies the disclosing party of such disclosure.

5.2

Each party agrees not to use or disclose any Confidential Information of the other party without the prior written consent of the disclosing party except to its and its Affiliates’ directors, officers, employees, or representatives who are advised of the confidentiality of the information and as necessary for the performance of its obligations under this Agreement, and shall use reasonable care to protect the other party’s Confidential Information. Each party is responsible for any breach of confidentiality by its directors, officers, employees or representatives. The Cayosoft Products and related documentation are the Confidential Information of Cayosoft.

6. Indemnification.

6.1

Cayosoft shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees) (“Losses”) incurred by Customer resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) that any use of the Cayosoft Products in accordance with this Agreement, infringes or misappropriates such third party’s intellectual property rights, provided that Customer promptly notifies Cayosoft in writing of the claim, cooperates with Cayosoft, and allows Cayosoft sole authority to control the defense and settlement of such claim.

6.2

If such a claim is made or appears possible, Customer agrees to permit Cayosoft, at Cayosoft’s sole discretion, to (A) modify or replace the Cayosoft Products, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue use the Cayosoft Products. If Cayosoft determines that neither alternative is reasonably available, Cayosoft may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer. Notwithstanding the indemnification obligations set forth in Section 6.1, neither the Customer nor any third-party may seek indemnification from Cayosoft for any claim that asserts the Cayosoft Products infringe upon the intellectual property rights of a third-party if:

(A)

the Cayosoft Products or any part thereof has been modified, altered or changed in any manner whatsoever by the Customer and/or any party acting on behalf of any of the same and such assertion of infringement would be, or would have been, invalidated, or could not have been brought, or would not have been successful, if such modification, alteration or change was not so made;

(B)

the Customer and/or any party acting on behalf of the same failed to install or apply, or failed to have installed or applied, any Update or Upgrade and such assertion of infringement would be, or would have been, invalidated or could not have been brought, or would not have been successful, if such Update or Upgrade was installed or applied;

(C)

the Customer and/or any party acting on behalf of the same used or uses the Cayosoft Products in a manner (1) inconsistent with the provisions of this Agreement and/or (2) contrary to its intended use and or purpose; and/or

(D)

such assertion of infringement relates to Customer Data.

6.3

Customer shall indemnify, defend, and hold harmless Cayosoft from and against any Losses incurred by Customer resulting from any Third-Party Claim that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes, misappropriates or otherwise violates such third party’s intellectual property rights, privacy, or other rights, and/or any Third-Party Claims based on Customer’s or any Authorized User’s or Affiliate’s (i) breach of Section 1.3; (ii) negligence or willful misconduct; (iii) use of the Cayosoft Products in a manner not authorized by this Agreement; or (iv) modifications to the Cayosoft Products not made by Cayosoft, provided that Customer may not settle any Third-Party Claim against Cayosoft unless Cayosoft consents to such settlement, and further provided that Cayosoft will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.

7. Warranties; Disclaimers; Limitations of Liability.

7.1

Each party warrants that it is validly entering into the Agreement and has the legal authority to do so. Cayosoft further warrants that: (1) during the Term of the Subscription License for the applicable Cayosoft Product(s): (a) the applicable Cayosoft Product will function substantially in accordance with the Documentation; and (b) Professional Services will be provided in a workmanlike manner consistent with industry standards. For Professional Services, this warranty will not apply unless Customer provides written notice of a claim within thirty (30) days from performance of the deficient Professional Services.

7.2

FOR ANY BREACH OF THE WARRANTIES RELATED TO THE CAYOSOFT PRODUCTS OR PROFESSIONAL SERVICES PROVIDED BY CAYOSOFT IN SECTION 7.1, CUSTOMER’S EXCLUSIVE REMEDY AND CAYOSOFT’S ENTIRE LIABILITY WILL BE: (1) FOR THE CAYOSOFT PRODUCTS, THE MATERIAL CORRECTION OF THE DEFICIENT SERVICES THAT CAUSED THE BREACH OF WARRANTY, (2) FOR PROFESSIONAL SERVICES, THE RE-PERFORMANCE OF THE DEFICIENT SERVICES, OR, (3) IF CAYOSOFT CANNOT SUBSTANTIALLY CORRECT THE DEFICIENCY IN A COMMERCIALLY REASONABLE MANNER, CAYOSOFT MAY END THE SUBSCRIPTION TERM FOR THE DEFICIENT CAYOSOFT PRODUCTS AND REFUND TO CUSTOMER THE PORTION OF ANY PREPAID UNUSED FEES PAID BY CUSTOMER TO CAYOSOFT APPLICABLE TO THE PERIOD FOLLOWING (A) THE EFFECTIVE DATE OF TERMINATION (FOR CAYOSOFT PRODUCTS) OR (B) THE COMMENCEMENT OF THE DEFICIENCY (FOR PROFESSIONAL SERVICES).

7.3

THE WARRANTIES PROVIDED BY CAYOSOFT IN SECTION 7.1 ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, REGARDING CAYOSOFT PRODUCTS, SUPPORT SERVICES AND/OR PROFESSIONAL SERVICES PROVIDED HEREUNDER. EXCEPT AS OTHERWISE EXPRESSLY STATED HEREIN, THE CAYOSOFT PRODUCTS ARE PROVIDED BY CAYOSOFT ON AN “AS-IS” BASIS. ALL OTHER WARRANTIES, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED OR CONTRACTUAL OR STATUTORY, ARE EXPRESSLY DISCLAIMED. WITHOUT LIMITATION, CAYOSOFT DOES NOT WARRANT THAT (a) THE OPERATION AND/OR USE OF THE CAYOSOFT PRODUCTS WILL BE UNINTERRUPTED OR ERROR-FREE, (b) THE CAYOSOFT PRODUCTS WILL PERFORM IN EVERY OPERATING ENVIRONMENT, (c) ALL DEFICIENCIES OR ERRORS IN THE CAYOSOFT PRODUCTS ARE CAPABLE OF CORRECTION OR (d) THE CAYOSOFT PRODUCTS MEET THE REQUIREMENTS OF ANY PARTY WHATSOEVER. THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE SPECIFICALLY DISCLAIMED.

7.4

NEITHER PARTY HERETO MAY BE HELD LIABLE TO THE OTHER OR TO ANY OTHER INDEMNIFIED PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING LOST OR ANTICIPATED REVENUES OR PROFITS) ARISING FROM ANY CLAIM RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, WHETHER BASED ON WARRANTY, CONTRACT OR TORT (WHETHER UNDER A THEORY OF NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), EVEN IF AN AUTHORIZED REPRESENTATIVE OF SUCH PARTY IS ADVISED OF THE LIKELIHOOD OR POSSIBILITY THEREOF. IN NO EVENT WILL CAYOSOFT’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO CAYOSOFT UNDER THIS AGREEMENT IN THE 12 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

7.5

EACH PARTY HERETO ACKNOWLEDGES THAT THE OTHER PARTY HERETO HAS RELIED UPON THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 7 AND, BUT FOR THEIR INCLUSION HEREIN, WOULD NOT HAVE ENTERED INTO THE AGREEMENT.

8. General Provisions.

8.1

To the extent Customer provides Cayosoft with any feedback, best practices, templates, systems, ideas, or technical improvement suggestions about the Cayosoft Products (“Feedback”), Customer acknowledges and agrees that Customer will be the owner of all such Feedback and may use and incorporate the Feedback into the Cayosoft Products without compensation or attribution to Customer. Notwithstanding anything to the contrary in this Agreement, Cayosoft may monitor Customer’s use of the Cayosoft Products and collect and compile Usage Data. As between Cayosoft and Customer, all right, title, and interest in Usage Data, and all intellectual property rights therein, belong to and are retained solely by Cayosoft. Customer agrees that Cayosoft may (i) make Usage Data publicly available in compliance with applicable law, and (ii) use Usage Data to the extent and in the manner permitted under applicable law; provided that such Usage Data does not identify Customer or Customer’s Confidential Information.

8.2

Cayosoft may from time to time make Third-Party Products available to Customer. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions and flow through provisions, as applicable. If Customer does not agree to abide by the applicable terms for any such Third-Party Products, then Customer should not install or use such Third-Party Products. Third Party Products are not Cayosoft Products and, as between the parties, Cayosoft has no liability with respect to Customer’s procurement or use of Third-Party Products.

8.3

Any notice required or permitted to be delivered under the provisions of this Agreement (a) shall be in writing, (b) shall be deemed effective (1) upon receipt, when delivered personally or by courier, electronic mail (if confirmed by the recipient thereof), (2) the day delivered, if delivered by a reputable overnight delivery service, or (3) 48 hours after being delivered via certified or registered mail with postage prepaid if delivered to the address, (c) shall be given according to the provisions of this Section 8.3 and (d) delivered to the address set forth beneath the signature of such party’s authorized representative on this Agreement.

8.4

This Agreement, together with the applicable order form, constitutes the entire agreement between such parties as to the subject matter hereof and supersedes all prior documents, negotiations and drafts of the parties with respect to the subject matter hereof, whether written or verbal. To the extent of any conflict between this Agreement and any click-to-proceed agreement associated with the Cayosoft Products (if any) or any purchase order provided by Customer, this Agreement shall apply.

8.5

Any term of this Agreement may be amended, waived, terminated or discharged only with the written consent of the parties hereto.

8.6

The failure of either party hereto to insist upon the performance of any of the terms or conditions contained in this Agreement, and the failure of either party hereto, to exercise any right hereunder, may not be construed as a waiver or relinquishment of the future performance of any such term or condition or the future exercise of such rights.

8.7

If any provision of this Agreement is held to be unenforceable, the parties hereto shall renegotiate each such provision in good faith in order to maintain the economic position enjoyed by each party prior to such holding with respect to each such provision rendered unenforceable. If the parties hereto cannot agree upon an enforceable replacement for such provision, then (a) such provision shall be excluded from this Agreement, (b) the balance of this Agreement shall be interpreted as if such provision were so excluded and (c) thereafter, this Agreement shall be enforceable in accordance with its terms.

8.8

Neither party may assign this Agreement, in whole or in part, by operation of law or otherwise, without the other party’s prior written consent, such consent to not be unreasonably withheld, provided, however, that either party may assign this Agreement without the other party’s consent if such assignment is made to an Affiliate or as part of the purchase of all or substantially all of that party’s business or as part of a merger, consolidation or reorganization thereof. Any attempt to assign this Agreement other than in accordance with the provisions of this Section 8.8 shall be null and void and of no legal force or effect. This Agreement shall be binding upon and shall inure to the benefit of the parties successors and permitted assigns.

8.9

Except for payment obligations hereunder, neither party may be held liable for its failure to perform hereunder or for any loss or damage due to causes beyond its reasonable control, including governmental requirements, inability to obtain required export licenses, work stoppages, fire, civil disobedience, pandemic, embargo, war, terrorism, riots, rebellions, earthquakes, strikes, floods, water and the elements, or similar occurrences.

8.10

The validity of this Agreement, the construction and enforcement of its terms and the interpretation of the rights and duties of the parties hereunder shall be governed by the internal laws of the State of New York, without regard to its conflicts of law principles.

8.11

Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 5 or, in the case of Customer, Section 1.2, would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to seek equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.

8.12

Neither this Agreement nor any provision contained herein may be construed as creating or constituting a partnership, joint venture or agency relationship between the parties hereto. The relationship created hereby is strictly that of Cayosoft and Customer. For the avoidance of doubt, neither party hereto has the power or authority to, and no party hereto may, assume or create any obligation or responsibility on behalf of the other.

8.13

The Cayosoft Products utilize software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. Customer shall not, directly or indirectly, export, re-export, or release the Cayosoft Products or the underlying software or technology to, or make the Cayosoft Products or the underlying software or technology accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Cayosoft Products or the underlying software or technology available outside the US.

8.14

Each party hereto may publicize that it has entered into this Agreement with the other and the relationship between the parties hereto, provided that neither party may (a) disclose the specific terms of this Agreement (including pricing) or (b) use the logos or trademarks of the other party, without the prior written consent of the other party, such consent to not be unreasonably withheld.

8.15

Upon Cayosoft’s reasonable request and subject to Customer’s agreement, the Customer shall (a) provide to Cayosoft material, statistics or other information that is not confidential to the Customer if Cayosoft elects to publicize the same, (b) act as a reference in marketing and sales initiatives by Cayosoft and (c) work with Cayosoft to issue press releases and participate in media interviews, case- and market-research studies.

8.16

This Agreement may be executed in two or more counterparts (including electronic transmission), each of which shall be deemed an original and all of which together shall constitute one instrument.

9. Defined Terms.

Each of the following capitalized terms shall have the meaning set forth in this Section 9.

“Affiliate” means, with respect to the applicable party, any corporation, company, partnership, trust, sole proprietorship or other entity or individual which: (a) is owned, controlled or managed by such party, in whole or in part; (b) owns, controls or manages such party, in whole or in part; or (c) is under common ownership, control or management with such party, in whole or in part.

“Agreement” means this Subscription Agreement entered into by and between Cayosoft and the Customer, including all schedules and exhibits hereto.

“Authorized User” means individuals authorized by Customer to use the Cayosoft Products solely on Customer’s behalf, which may include, employees, and contractors but no other third parties without Cayosoft’s prior written consent.

“Cayosoft Products” means the products identified on the applicable invoice or order form, and any related documentation or user manuals.

“Customer” means the party with which Cayosoft entered into this Agreement.

“Customer Data” means all data or materials provided to Cayosoft by the Customer or otherwise inputted into the Cayosoft Products, whether by the Customer or otherwise. Customer Data does not include Usage Data.

“Effective Date” the first day on which the Customer may use the Cayosoft Products in accordance with this Agreement, which shall be the earlier of (i) the date that a purchase order number is given to Cayosoft by Customer or (ii) the date that payment is received.

“Subscription License” means a limited, nonexclusive, and nontransferable right and license to use the Cayosoft Products during the Term.

“Support Services” means Cayosoft’s standard support services described here: https://support.cayosoft.com/hc/en-us/articles/360036425131.

“Update” means any update, feature release (e.g., 2.0 to 2.1), patch release (e.g., 2.0 to 2.0.1), maintenance release, bug fix or modified form of the Cayosoft Products that performs comparable or improved functionality and which is not an Upgrade.

“Upgrade” means any new version or major release (e.g., 2.0 to 3.0) of the Cayosoft Products that includes enhancements and improvements that may be added by Cayosoft.

“Usage Data” means data and information related to Customer’s use of the Cayosoft Products, such as license consumption data, diagnostic data, or data used by Cayosoft in an aggregate and anonymized manner to compile statistical and performance information related to the provision and operation of the Cayosoft Products.

“Third-Party Products” means any products provided by third parties, such as WorkdayHR or other software, hardware, or other components, that may be used with or incorporated into the Cayosoft Products.

Schedule A

Order Terms

Workday HR Integration

If Workday HR integration is one of the modules subscribed by Customer, Customer acknowledges and agrees that it will share with Cayosoft a Workday HR sandbox environment that is sufficiently similar to Customer’s production configuration and will maintain such access throughout the Agreement. Cayosoft will use that sandbox to respond to Customer’s support and enhancement requests related to Cayosoft Workday HR integration.

Cayosoft Products Distribution Delivery:

All products listed on the applicable invoice or order form will be distributed via Electronic Software Download (ESD) only. No tangible media or documentation will be shipped in association with this quote or any order or purchase. Access to the products is not dependent upon any tangible media that may have been previously provided to Customer prior to or separately from this schedule.

License Counts:

License counts listed on the applicable invoice or order form will be calculated using Cayosoft’s standard license definitions located here: https://www.cayosoft.com/support/terms-of-service-product-license-guide/ that are in place at the beginning of the then-current term.

Free Evaluation Period:

All Cayosoft products include a standard 25-day evaluation prior to payment.

Payment Methods:

To receive a proforma invoice with payment details prior to paying by bank transfer or company check, please email orders@cayosoft.com. To purchase a Cayosoft product, Customer may use one of the following payment methods:

  • Purchase Orders – Cayosoft accepts purchase orders from approved organizations. Please supply Customer Purchase Order along with the Sales Order Form and e-mail it to orders@cayosoft.com.
  • Reseller Purchase – Customer may elect to purchase the software through an authorized Cayosoft reseller or Cayosoft partner. In such case, the payment terms for the Cayosoft Products shall be determined between the Customer and the applicable reseller. In the event the Customer’s chosen authorized Cayosoft reseller defaults on payment to Cayosoft, Customer assumes payment responsibility.
  • Check – To avoid delays, please include a copy of the form with the check. Orders are processed upon clearance of the funds. (If needed, reference Proforma Invoice 2019-CAYOSOFT and mail to remittance address above.)
  • Bank/Wire transfer (Domestic US) – For domestic (US) payments ACH Payment details will be provided on the electronic copy of the final invoice.
  • Bank/Wire transfer (Outside the US) – For international Bank/Wire Transfers please email orders@cayosoft.com for wire transfer instructions. Transfer charges are to be paid by the purchaser.
  • Credit Cards – Accepted credit cards include Visa, Master Card, or American Express. Instructions for payment for credit card are on the Customer Invoice.
  • W9 Information – A link to Cayosoft’s W9 details is provided through a link on all electronic Quotes/Invoices. If this is not available, please email orders@cayosoft.com for W9 details.
For more information about how individual products licenses are defined see:

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