Strategic Engineering and Cyberblock DB Subscription Agreement
Effective March 23, 2023.
If you require a to-be-signed version, please contact contact@strategicengineering.dev.
PLEASE READ THIS SUBSCRIPTION AGREEMENT ("SUBSCRIPTION AGREEMENT") CAREFULLY BEFORE USING THE SUBSCRIPTION ("SUBSCRIPTION"), YOU ARE AGREEING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS SUBSCRIPTION AGREEMENT, PLEASE DO NOT CLICK 'ACCEPT.'' BY CLICKING ON 'ACCEPT' YOU ACCEPT AND AGREE TO THE TERMS AND CONDITIONS OF THIS SUBSCRIPTION AGREEMENT AND YOU WILL BE ACQUIRING A LICENSE TO USE THE SOFTWARE IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS CLOUD SERVICES SUBSCRIPTION AGREEMENT. IN THE EVENT THAT A SYSTEM INTEGRATOR, CONSULTANT, CONTRACTOR OR OTHER PARTY USES OR INSTALLS THE SOFTWARE ON YOUR BEHALF PRIOR TO YOUR USE OF THE SOFTWARE, SUCH SYSTEM INTEGRATOR, CONSULTANT, CONTRACTOR OR OTHER PARTY WILL BE DEEMED TO BE YOUR AGENT ACTING ON YOUR BEHALF AND YOU WILL BE DEEMED TO HAVE ACCEPTED ALL OF THE TERMS AND CONDITIONS OF THIS SUBSCRIPTION AGREEMENT AS IF YOU HAD USED OR INSTALLED THE SOFTWARE.
The following definitions apply in this Subscription Agreement:
In partial consideration for the Subscription Fees set forth in Section 5 and subject to the terms and conditions of this Subscription Agreement, Strategic Engineering hereby grants to Subscriber a non-exclusive, limited right to use the Subscription under the terms and conditions of this SUBSCRIPTION AGREEMENT for the scope and products provided by the Authorized method. The grant of this license shall terminate with the termination of this Subscription Agreement.
Licenses granted are of the following types:
The Subscription Period ("Subscription Period") commences on the date Subscriber is Authorized to use the Subscription Services and continues until the end of the last renewal. The Authorized Method states the Software that may be used during the Subscription Period. Subscription Fees will renew in accordance with Section 5. A Paid Subscription License entitles the Subscriber to use Strategic Engineering Software in accordance with the terms specified in Section 3 of this Agreement.
A. The Subscription Services provided to the Subscriber are non-exclusive and limited. Subscriber may not:
The Software is located on servers that are controlled by Strategic Engineering. Subscribers may access the Software but Subscriber has no rights to receive a copy of the object code or source code to the Software.
This Agreement commences on the Effective Date and will remain in force until terminated. This Agreement shall immediately terminate if Subscriber does not pay the Subscription Fee as provided herein. Subscriber's rights shall also immediately terminate under this Agreement without notice from Strategic Engineering if: (a) Subscriber fails to comply with any term(s) of this Agreement or (b) Subscriber terminates business activities or becomes insolvent, makes an assignment for the benefit of creditors or becomes subject to direct control of a trustee, receiver or similar authority.
Upon termination of this Agreement, all license grants provided herein shall immediately terminate and Subscriber and any of its end users shall immediately cease using Subscription Services.
Subscriber agrees to pay Strategic Engineering the Subscription Fee specified in the Subscription Form during the Subscription Period ("Subscription Fee"). The Subscription Fee is payable in United States dollars. A valid form of payment, such as a credit card, PayPal, or Strategic Engineering approved automatic payment, is required to subscribe to the service. The Subscription Fee is payable in advance for the Subscription Period unless Strategic Engineering agrees to invoice Subscriber according to Strategic Engineering standard terms. All customers billed manually by Strategic Engineering invoice shall be subject to net thirty (30) day term(s).
For a subscription that renews monthly, Subscription Fees are paid on a month-to-month basis and will be automatically charged unless Subscriber cancels the Service before the month begins. For a subscription that renews annually, Subscription Fees will be paid for each subsequent year unless Subscriber cancels the Service before the beginning of the subsequent year. Subscription Fees are non-refundable and non-transferable. When a payment or automatic payment cannot be processed, Subscriber shall have seven (7) days from the renewal date to submit payment in order to retain services.
The fees do not include taxes (except for GST and VAT taxes, which shall be collected by Strategic Engineering), and Subscriber shall pay any sales, use, value added or other taxes or import duties (other than corporate income taxes payable by Strategic Engineering ) due as a result of any amounts paid to Strategic Engineering . Subscriber shall bear all of Strategic Engineering's costs of collection of overdue fees, including reasonable attorneys' fees.
Strategic Engineering's privacy policy is detailed on the Strategic Engineering website at https://strategicengineering.dev/policy
Upon completing the registration process, Subscriber shall receive credentials to allow Subscriber to use Subscription Services. Subscriber is responsible for maintaining the confidentiality of the account and is fully responsible for all activities that occur under Subscriber's account. Subscriber agrees to immediately notify Strategic Engineering of any unauthorized use of Subscriber's account or any other breach of security. Strategic Engineering is not liable for any loss or damage arising from Subscriber's failure to comply with this Article 6. Subscription Services may prevent Subscriber from accessing the Subscriber Services until its identity can be confirmed if an account designation is used to access Subscription Services from more than one location or from multiple locations in sequence at once.
The use of some Subscription Services requires a secure passcode ("API Key"), which is directly associated with Subscriber�s account. Subscriber is solely responsible for the activity that occurs on Subscriber's account, and for keeping Subscriber's account secure, including the API Key. Subscriber is not permitted to use another account without permission. Subscriber must notify Strategic Engineering immediately of any breach of security or other unauthorized use of Subscriber's account.
Strategic Engineering will make commercially reasonable efforts to make Software available within the defined uptime percentage of at least 99% during the monthly billing period. System unavailability for the purposes of maintenance and upgrade will be scheduled if required early Monday mornings (US East Coast time). All planned outages will be advised on the Strategic Engineering website or via email prior to the event.
Strategic Engineering will provide Subscriber Services updates when available and at its discretion. Strategic Engineering is under no obligation to develop any future functionality or enhancements. If an update for Subscriber Services is made available, it shall automatically replace the previous version of the product. Where possible Strategic Engineering will schedule Subscriber Services updates during non-business hours and will provide customers with advance notice on the login screen.
Strategic Engineering will provide Subscriber access to the Strategic Engineering Online Support Center located at https://strategicengineering.dev/support where Subscriber will be provided access to documentation, community forums and a web-based support form to submit a support case.
Strategic Engineering's obligation to provide technical support is conditioned upon the following:
Strategic Engineering is not obligated to provide technical support in the following situations:
Strategic Engineering may change, discontinue or deprecate the Subscription Services or change or remove features or functionality of the Subscription Services from time to time.
Strategic Engineering's total liability under this agreement shall be limited to the amount paid by Subscriber under this Agreement. In no event shall Strategic Engineering be liable for costs of procurement of substitute goods or technology, loss of profits, or for any indirect, special, exemplary, punitive, consequential or incidental damages, even if Strategic Engineering has been advised of the possibility of such damages.
In no event will Strategic Engineering be liable for fines or penalties imposed on or by Subscriber. Furthermore, Strategic Engineering disclaims any liability for loss of or inaccuracy of Subscriber's data or the data maintained by Subscriber on behalf of others. Strategic Engineering also disclaims liability and/or responsibility for violations of applicable privacy laws and regulations, or for breaches of security of hardware, Subscription Services or systems for which Subscriber is responsible.
Subscriber hereby agrees that Strategic Engineering will not be liable for loss of or damage to goodwill or "costs of cover" (including, without limitation, costs of procuring substitute products or services) which arise directly or indirectly out of the purchase, sale, use of and/or inability to use Subscription Services provided in connection with this agreement, whether such damages are based upon contract, tort, intentional conduct, equity or pursuant to some other theory, whether the possibility of such damages was made known to or was foreseeable by Strategic Engineering and whether such damages are asserted by Subscriber or a third party.
Subscriber agrees to assume the responsibility for insuring against or otherwise bearing the risk of damages in excess of the liability of Strategic Engineering. The limitations of liability set forth herein are intended to limit Strategic Engineering's liability and will apply notwithstanding the failure of the essential purpose of any remedy.
Any action, claim or proceeding relating to these terms and conditions, and the Subscription Services provided in connection with the agreement or the transactions contemplated by the terms and conditions of said agreement, must be brought within twelve (12) months following the action or event giving rise to such action, claim or proceeding. Subscriber agrees to use reasonable efforts to mitigate any damages sustained by Subscriber pursuant to or in connection with the use of or Subscriber's inability to use the Subscription Services provided in connection with this agreement.
Notwithstanding the foregoing, the disclaimer of warranties and/or the disclaimer and/or limitation of damages will not be deemed to disclaim liability specifically imposed on Strategic Engineering by statute or regulation, to the extent such liability cannot be waived or disclaimed. Some jurisdictions do not allow the disclaimer of implied warranties or the exclusion or limitation of liability for consequential or incidental damages, so the disclaimers or limitations set forth herein may not fully apply. To the extent that the disclaimers and/or limitations set forth herein are not fully enforceable under applicable law, Subscriber may have other legal rights which vary from jurisdiction to jurisdiction.
In the event that Strategic Engineering reasonably believes that the Subscription Services may be subject to an infringement claim, Strategic Engineering may, in its sole discretion, either: (a) substitute substantially equivalent subscription services; (b) modify the Subscription Services; or (c) terminate the license granted hereunder.
The Subscription Services, Software, and documentation contain valuable trade secrets that are the sole property of Strategic Engineering, and Subscriber agrees to use reasonable care to prevent other parties from learning of the trade secrets. Subscriber must take reasonable care to prevent unauthorized access to or duplication of the Subscription Services, Software and documentation. This section does not apply to any information that (a) is now, or subsequently becomes, through no act or failure to act on the part of Subscriber, generally known or available; (b) is known by Subscriber at the time of receiving such information, as evidenced by the Subscriber's contemporaneous written records; (c) is subsequently provided to the Subscriber by a third party, as a matter of right and without restriction on disclosure; or (d) is required to be disclosed by law, provided that Strategic Engineering is given prior written notice by Subscriber of any such proposed disclosure.
Strategic Engineering may freely assign this Agreement without restriction. Neither this Agreement nor any rights under this Agreement may be assigned or otherwise transferred by Subscriber, in whole or in part, whether voluntary or by operation of law, including by way of sale of assets, merger or consolidation, without the prior written consent of Strategic Engineering, which may be withheld in its absolute discretion. Subject to the foregoing, this Agreement will be binding upon and will vest to the benefit of the parties and their respective successors and assignors. Notwithstanding the foregoing, no transfer or assignment of Subscriber's rights hereunder shall be effective unless and until the purported assignee agrees in writing to be bound by all of Subscriber's obligations hereunder.
Strategic Engineering's failure to act under this Agreement shall not indicate a waiver of rights under this Agreement. No waiver of any provision of this Agreement shall be valid unless made in writing and signed by Strategic Engineering. The failure of Strategic Engineering to require the performance of any term or obligation of this Agreement or the waiver by Strategic Engineering of any breach of this Agreement shall not prevent any subsequent enforcement of such term and shall not be deemed a waiver of any subsequent breach.
The Subscription Services may be subject to certain export restrictions of the United States Government. If Subscriber is (a) in a country to which export from the United States is restricted for anti-terrorism reasons, or a national of any such country, wherever located, (b) in a country to which the United States has embargoed or restricted the export of goods or services, or a national of any such country, wherever located, or (c) a person or entity who has been prohibited from participating in United States export transactions by any agency of the United States Government, then Subscriber may not install, download, access, use, or license the Subscription Services. By accepting the terms of this Agreement, Subscriber warrants and represents to Strategic Engineering that (1) Subscriber does not match the criteria set forth in (a), (b), or (c) above, (2) that Subscriber will not export or re-export the Subscription Services to any country, person, or entity subject to U.S. export restrictions, including those persons and entities that match the criteria set forth in (a), (b), or (c) above, and (3) that neither the United States Bureau of Industry and Security, nor any other U.S. federal agency, has suspended, revoked, or denied Subscriber export privileges.
This Agreement is governed by and construed and enforced in accordance with the substantive laws in force in the Bernalillo County, State of New Mexico, USA, and in no event shall the United Nations Convention on Contracts for the International Sale of Goods govern this Agreement.
Strategic Engineering may provide Subscriber with notices, including those regarding changes to these terms of service, by e-mail or postings on the Service website. Subscriber may send a notice relating to this Agreement by delivery-assured service to _____________________________.
The Subscription Services are a "Commercial Item," as that term is defined at 48 C.F.R. 2.101, consisting of "Commercial Computer Subscription Services" as such term is used in 48 C.F.R. §12.212. Consistent with 48 C.F.R. §12.212, the Commercial Computer Subscription Services is being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.