CyanGate LLC hereby grants to you a non-transferable and non-exclusive license to access and use S-Drive during the Subscription Term solely for your internal business purposes. You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute, use as a service bureau or otherwise use S-Drive for a third party’s benefit, or commercially exploit or make available to any third party S-Drive; (ii) modify or make derivative works based upon S-Drive; (iii) reverse engineer or decompile S-Drive; (iv) interfere with in any manner S-Drive; or (v) violate applicable local, state, federal and foreign laws and regulations. ####You acknowledge that S-Drive, and the copyright, patent, trade secret, and all other intellectual property rights contained within S-Drive, are proprietary to, and a valuable trade secret of, CYANGATE LLC and its licensors and will remain the property of CYANGATE LLC and its licensors. Nothing in this Agreement should be construed as transferring any aspects of such rights to you or any third party. All rights not expressly granted to you are retained by CYANGATE LLC. ####You shall treat S-Drive in the strictest confidence. You agree that any information about S-Drive, its design and performance specifications, or its code is CYANGATE LLC’s Confidential Information. ####You, not CYANGATE LLC, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Your data or information input into S-Drive (“Your Data”), and CYANGATE LLC shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer data, except to the extent caused by CYANGATE LLC’s gross negligence or intentional misconduct. ####We strive to keep Your Content secure, but cannot guarantee that we will be successful at doing so, given the nature of the Internet. Accordingly, except for claims arising out of CYANGATE LLC’s negligence or willful misconduct, you acknowledge that you bear sole responsibility for adequate security, protection and backup of Your Content and Applications. We strongly encourage you, where available and appropriate, to (a) use encryption technology to protect Your Content from unauthorized access, (b) routinely archive Your Content, and (c) keep your Applications or any software that you use or run with our Services current with the latest security patches or updates. We will have no liability to you for any unauthorized access or use, corruption, deletion, destruction or loss of any of Your Content or Applications, except with respect to claims arising out of our negligence or willful misconduct . ####You are responsible for all activity occurring under its user accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with its use of S-Drive. You shall: use commercially reasonable efforts to prevent unauthorized access to, or use of, S-Drive, and will notify CYANGATE LLC promptly of any such unauthorized use of any password or account or any other known or suspected breach of security. You will not use its access to S-Drive to: (a) access or copy any data or information of other users without their consent; (b) harvest, collect, gather or assemble information or data regarding other users without their consent; (c) knowingly interfere with or disrupt the integrity or performance of S-Drive or the data contained therein; or (d) harass or interfere with another user's use and enjoyment of the Services. ####S-DRIVE AND THE SALESFORCE.COM SERVICES ARE BEING DELIVERED TO YOU "AS IS" AND CYANGATE LLC, ITS AFFILIATES, SUPPLIERS, CONTRACTORS AND AUTHORIZED PERSONNEL, MAKE NO REPRESENTATION, WARRANTY OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF S-DRIVE OR THE SALESFORCE.COM SERVICES. CYANGATE LLC DOES NOT REPRESENT OR WARRANT THAT (A) S-DRIVE OR THE SALESFORCE.COM SERVICES WILL BE AVAILABLE, SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER APPLICATION, SOFTWARE, HARDWARE, SYSTEM OR DATA, (B) S-DRIVE OR THE SALESFORCE.COM SERVICES WILL MEET CLIENT’S REQUIREMENTS OR EXPECTATIONS, (C) ANY DATA STORED USING S-DRIVE WILL BE ACCURATE, RELIABLE, OR SECURE, (D) ERRORS OR DEFECTS IN S-DRIVE AND/OR THE SALESFORCE.COM SERVICES WILL BE CORRECTED, OR (E) SALESFORCE.COM SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. CYANGATE LLC DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING OR PERMITTING THE USE OF S-DRIVE. CYANGATE LLC MAKES NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE AS TO MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE OF S-DRIVE, THE SALESFORCE.COM SERVICES, OR ANY OTHER SERVICES PROVIDED. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, YOU ASSUMES ALL RISK ASSOCIATED WITH THE QUALITY, PERFORMANCE, INSTALLATION AND USE OF S-DRIVE INCLUDING, BUT NOT LIMITED TO, THE RISKS OF PROGRAM ERRORS, DAMAGE TO EQUIPMENT, LOSS OF DATA OR S-DRIVE, OR UNAVAILABILITY OR INTERRUPTION OF OPERATIONS. YOU ARE SOLELY RESPONSIBLE FOR DETERMINING THE APPROPRIATENESS OF USE OF S-DRIVE AND ASSUMES ALL RISKS ASSOCIATED WITH ITS USE, EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT. ##IN NO EVENT WILL CYANGATE LLC OR ITS SUPPLIERS BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR OTHER DAMAGES WHATSOEVER, OR ANY LOSS OF REVENUE, DATA, USE, OR PROFITS, EVEN IF AN CYANGATE LLC REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF WHETHER THE CLAIM IS BASED UPON ANY CONTRACT, TORT OR OTHER LEGAL OR EQUITABLE THEORY. NO PARTY WILL BE LIABLE TO THE OTHER FOR DAMAGES IN EXCESS OF THE AMOUNT PAID BY YOU HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT, PROVIDED THAT IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER. ####Some states do not allow the exclusion or limitation of incidental or consequential damages, or the exclusion of implied warranties or limitations on how long an implied warranty lasts, so the above limitations or exclusions may not apply to you.####This agreement shall be governed by the laws of the State of Virginia. The parties irrevocably and unconditionally agree to waive trial by jury in any action, proceeding or counterclaim, arising out of or relating to this Agreement.
