Terms and Conditions

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CStream, Inc. 

Master Subscription Agreement  

Last revised on: February 2, 2024

This Master Subscription Agreement (this “Agreement”) contains terms and conditions that govern your purchase and use of the Services (as defined below), and is a contract between CStream, Inc., a Delaware (USA) corporation (“CStream”), and you or the entity or organization that you represent. 

This Agreement is entered into between CStream Inc. (“CStream”) and your organization (“Customer”) as of the Effective Date (as defined below). If the individual accepting this Agreement is accepting on behalf of a company, government agency, or other legal entity, such individual represents that they have the authority to bind such entity and its Affiliates to this Agreement, in which case the term "Customer" shall refer to such entity and its Affiliates. If the individual does not have such authority, or if the individual does not agree with the terms and conditions of this Agreement, such individual must not accept this Agreement and may not use the Service and/or the Free Trial Service. This Agreement will allow Customer to procure software-as-a-service products or services, obtain support and/or other professional services. 

SERVICES 

1.1. CStream’s Obligations.  

CStream shall make the Service available to Customer pursuant to this Agreement and the applicable Order Form during the Term, and grants to Customer a limited, non-sublicensable, non-exclusive, non-transferable (except as expressly permitted in Section 12.1) right during the Term to allow its Users to access and use the Service in accordance with the Documentation, solely for Customer’s business purposes. Customer agrees that its purchase of the Service or the Professional Services is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written public comments made by CStream with respect to future functionality or features. CStream will comply with all applicable Laws in its provision of the Service. CStream shall use commercially reasonable efforts to make the Service available to Customer 24 hours a day, 7 days a week, every day of each year (except for any unavailability caused by a Force Majeure event).  

1.2. Customer’s Obligations.  

a) Customer is responsible for all activities conducted under its and its Users’ logins to the Service. Customer shall use the Service in compliance with this Agreement, the applicable Order Forms, Documentation, and all applicable Laws and shall not: (i) copy, rent, sell, lease, distribute, pledge, assign, or otherwise transfer, or encumber rights to the Service, or any part thereof, or make it available to anyone other than its Users; (ii) send or store in the Service any personal health data, credit card data, personal financial data or other such sensitive data which may be, without limitation, subject to the Health Insurance Portability and Accountability Act, Gramm-Leach-Bliley Act, or the Payment Card Industry Data Security Standards; (iii) send or store infringing or unlawful material in connection with the Service; (iv) send or store Malicious Code to the Service; (v) attempt to gain unauthorized access to, or disrupt the integrity or performance of, the Service or the data contained therein; (vi) modify, copy or create derivative works based on the Service, or any portion thereof; (vii) access the Service for the purpose of building a competitive product or service or copying its features or user interface; or (viii) delete, alter, add to or fail to reproduce in and on the Service the name of CStream and any copyright or other notices appearing in or on the Service or which may be required by CStream at any time.  

b) Any use of the Service in breach of this Agreement, Documentation or Order Forms by Customer or Users that in CStream’s judgment threatens the security, integrity or availability of the Service may result in CStream’s immediate suspension of Customer’s access to the Service; however, CStream will use commercially reasonable efforts under the circumstances to provide Customer with notice and an opportunity to remedy such violation or threat prior to such suspension. 

1.3. Professional Services.  

Customer and CStream may enter into Statements of Work that describe the specific Professional Services to be performed by CStream. If applicable, while on Customer premises for Professional Services, CStream personnel shall comply with reasonable Customer rules and regulations regarding safety, and conduct made known to CStream, and will, at Customer’s reasonable request, promptly remove from the project any CStream personnel not following such rules and regulations.  

1.4. Customer Affiliates.  

Customer Affiliates may purchase and use the Service and Professional Services subject to the terms of this Agreement by executing Order Forms or Statements of Work hereunder that incorporate by reference the terms of this Agreement, and in each such case, all references in this Agreement to Customer shall be deemed to refer to such Customer Affiliate for purposes of such Order Form(s) or Statement(s) of Work. An Affiliate agrees to be bound by this Agreement. 

2. CStream Partner Orders. 

2.1. Pursuant to a separate agreement between Customer and an authorized CStream Partner (including the applicable ordering document between Customer and such CStream Partner, the “Partner Agreement”), Customer may procure from such CStream Partner certain products or services to be delivered by CStream. In such event, this Agreement specifies the terms and conditions under which such products or services will be provided by CStream, apart from price, payment and other terms specified in such separate Partner Agreement. 

2.2. Notwithstanding anything to the contrary in this Agreement, if Customer acquires a subscription to the Service or obtains any Professional Services through an CStream Partner, then: (a) Customer shall pay the CStream Partner all applicable fees in accordance with the Partner Agreement; (b) the Partner Agreement is between Customer and the CStream Partner and is not binding on CStream, and any disputes related to the Partner Agreement shall be handled directly between Customer and the CStream Partner; (c) Customer understands and agrees that certain products or services are subject to additional terms available at https://cstream.io/terms-of-service (or its successor site) that may be applicable if purchased by Customer; and (d) any claims for refunds hereunder, shall be submitted by Customer to the CStream Partner. In the event of any conflict between this Agreement and a Partner Agreement, this Agreement shall govern as between CStream and Customer. 

3. Security and Support.  

3.1. Security. CStream shall maintain appropriate administrative, physical, and technical safeguards to protect the security and integrity of the Service and the Customer Data as described in the applicable CStream Documentation. CStream will conform with security protocols which are further described in CStream’s most recently completed Service Organization Control 2 (SOC 2) audit reports or other similar independent third-party annual audit report (“Audit Report”). Upon Customer’s request, CStream shall provide Customer with a copy of CStream’s then-current Audit Report. During the Term, CStream shall not materially diminish the protections provided by the controls set forth in CStream’s then-current Audit Report.  

3.2 Support Services. During the Term, CStream shall provide Support Services to Customer in accordance with CStream's then-current support policy, and as identified in an Order Form. In the event that the level of support is not identified in the Order Form, Customer shall receive a “basic” level of support that is included in the Service at no additional cost. Any updates or modifications to the Support Services will not materially diminish CStream's responsibilities under the support policy during the Term.  

4. Confidentiality. Each party agrees to protect the Confidential Information (as defined below) of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event using less than a reasonable standard of care. A party shall not: (i) disclose or use any Confidential Information of the other party for any purpose outside the scope of this Agreement, except with the disclosing party’s prior written permission and (ii) disclose or make the other party’s Confidential Information available to any party, except those of its employees, contractors, and agents that have signed an agreement containing disclosure and use provisions substantially similar to those set forth herein and have a “need to know” in order to carry out the purpose of this Agreement. Confidential Information shall not include any information that (a) is or becomes generally known to the public, other than as a result of the act or omission of the receiving party; (b) were rightfully known to a party prior to its disclosure by the other party without breach of any obligation owed to the other party; (c) is lawfully received from a third party without breach of any obligation owed to the other party; or (d) was independently developed by a party without breach of any obligation owed to the other party. If a party is compelled by law to disclose Confidential Information of the other party, it shall provide prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the other party's cost, if the other party wishes to contest the disclosure. Due to the unique nature of the parties’ Confidential Information disclosed hereunder, there can be no adequate remedy at law for a party’s breach of its obligations hereunder, and any such breach may result in irreparable harm to the non-breaching party. Therefore, upon any such breach or threat thereof, the party alleging breach shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. 

5. Ownership, Feedback, and Statistical Usage Data.  

5.1. Customer Data. As between CStream and Customer, Customer owns its Customer Data. Customer grants to CStream, its Affiliates and applicable contractors a worldwide, limited-term license to host, copy, transmit and display Customer Data, as reasonably necessary for CStream to provide the Service in accordance with this Agreement. Subject to the limited licenses granted herein, CStream acquires no right, title or interest in any Customer Data. Customer shall be responsible for the accuracy, quality and legality of Customer Data and the means by which Customer acquired Customer Data.  

5.2. CStream Ownership of the Service. Except for the rights expressly granted under this Agreement, CStream and its licensors retain all right, title, and interest in and to the Service, Documentation and Professional Services, including all related intellectual property rights inherent therein. If Customer purchases Professional Services, CStream grants to Customer a worldwide, non-exclusive, non-transferable (except as expressly permitted in Section 12.1), non-sublicensable right to use the Professional Services solely for Customer’s use with the Service. No rights are granted to Customer hereunder other than as expressly set forth in this Agreement. 

5.3. Feedback. CStream shall have a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into its products and services any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer or its Users relating to the features, functionality or operation of the Service, or the Professional Services (“Feedback”). CStream shall have no obligation to use Feedback, and Customer shall have no obligation to provide Feedback. 

5.4. Statistical Usage Data. CStream owns the statistical usage data derived from the operation of the Service, including data regarding web applications utilized in connection with the Service, configurations, log data, and the performance results for the Service (“Usage Data”). Nothing herein shall be construed as prohibiting CStream from utilizing the Usage Data for purposes of operating CStream’s business; provided that the Usage Data shall be de-identified and presented in the aggregate so that it will not disclose the identity of Customer or any User(s) to any third party. 

6. Fees, Expenses, and Taxes.  

6.1. Fees. Customer agrees to pay CStream all fees set forth in the applicable Order Form (“Fees”) in accordance with this Agreement and the Order Form. If not otherwise specified on an Order Form, all such Fees (except Fees subject to a good faith dispute) will be due within thirty (30) days of date of invoice. Except as otherwise specifically provided in this Agreement, all Fees paid and payable to CStream hereunder are noncancelable and non-refundable. All Fees are based on access rights acquired and not actual usage. If Customer fails to pay any amounts due under this Agreement by the due date, in addition to any other rights or remedies it may have under this Agreement or by matter of law, (i) CStream reserves the right to suspend the Service upon thirty (30) days written notice, until such amounts are paid in full, and (ii) CStream will have the right to charge interest at a rate equal to the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable Law until Customer pays all amounts due; provided that CStream will not exercise its right to charge 

6.2. Expenses. Unless otherwise specified in the applicable Statement of Work, upon invoice from CStream, Customer will reimburse CStream for all pre-approved, reasonable expenses incurred by CStream while performing the Professional Services, including without limitation, transportation services, lodging, and meal and out-of-pocket expenses related to the provision of the Professional Services. CStream will include reasonably detailed documentation of all such expenses with each related invoice. 

6.3. Taxes. Fees do not include and may not be reduced to account for any taxes including any local, state, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, use or withholding taxes (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder (excluding taxes based on CStream’s net income or property) unless Customer provides CStream with a valid tax exemption certificate authorized by the appropriate taxing authority. 

7. Warranties and Disclaimer.  

7.1. Warranties.  

a) Service. Each party warrants that it has the authority to enter into this Agreement. CStream warrants that during the Term: (i) the Service shall perform materially in accordance with the applicable Documentation; (ii) CStream will employ then-current, industry-standard measures to test the Service to detect and remediate Malicious Code designed to negatively impact the operation or performance of the Service, and (iii) the overall functionality of the Service will not be materially decreased as described in the applicable Documentation. CStream shall use commercially reasonable efforts to correct the non-conforming Service at no additional charge to Customer, and in the event CStream fails to successfully correct the Service within a reasonable time of receipt of written notice from Customer detailing the breach, then Customer shall be entitled to terminate the applicable Service and receive an immediate pro rata refund of any prepaid, unused Fees for the non-conforming Service. The remedies set forth in this subsection will be Customer’s sole remedy and CStream’s entire liability for breach of these warranties unless the breach of warranties constitutes a material breach of this Agreement and Customer elects to terminate this Agreement in accordance with Section 11.2 entitled “Termination.” The warranties set forth in this subsection shall apply only if the applicable Service has been utilized in accordance with the Documentation, this Agreement and applicable Law. 

b) Professional Services. CStream warrants that the Professional Services will be performed in a good and workmanlike manner consistent with applicable industry standards. As Customer’s sole remedy and CStream’s entire liability for any breach of the foregoing warranty set forth in this Section 7.1(b), CStream will, at its sole option and expense, promptly re-perform the non-conforming Professional Services or refund to Customer the fees paid for the non-conforming Professional Services; provided that Customer notifies CStream no later than thirty (30) days after delivery of such Professional Services. 

7.2. Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH UNDER SECTION 7.1(A) AND (B), CSTREAM AND ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES RELATING TO THE SERVICE, PROFESSIONAL SERVICES OR OTHER SUBJECT MATTER OF THIS AGREEMENT, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TITLE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE PARTIES ARE NOT RELYING AND HAVE NOT RELIED ON ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER REGARDING THE SUBJECT MATTER OF THIS AGREEMENT, EXPRESS OR IMPLIED. CSTREAM MAKES NO WARRANTY REGARDING ANY NON-CSTREAM APPLICATION WITH WHICH THE SERVICE MAY INTEROPERATE. 

8. Limitation of Liability. 

8.1. IN NO EVENT WILL EITHER PARTY (OR CSTREAM’S THIRD PARTY LICENSORS) BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY FOR (A) ERROR OR INTERRUPTION OF USE, LOSS OR INACCURACY OR CORRUPTION OF DATA, (B) COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, RIGHTS, OR TECHNOLOGY, (C) ANY LOST PROFITS OR REVENUES, OR (D) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. 

8.2. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER AND ITS AFFILIATES HEREUNDER FOR THE SERVICE GIVING RISE TO THE LIABILITY IN THE TWELVE-MONTH PERIOD PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION SHALL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT CUSTOMER’S AND CUSTOMER’S AFFILIATES’ PAYMENT OBLIGATIONS UNDER THE ‘FEES’ SECTION ABOVE. 

9. Indemnification.  

9.1. CStream Indemnification Obligation. Subject to Section 9.3, CStream will defend Customer from any and all claims, demands, suits or proceedings (“Claims”) brought against Customer by a third party alleging that the Service, as provided by CStream to Customer under this Agreement, infringes any patent, copyright, or trademark or misappropriates any trade secret of any third party (each, an “Infringement Claim”). CStream will indemnify Customer for all damages, costs, reasonable attorneys’ fees finally awarded by a court of competent jurisdiction, or paid to a third party in accordance with a settlement agreement signed by CStream, in connection with an Infringement Claim. In the event of any such Infringement Claim, CStream may, at its option: (i) obtain the right to permit Customer to continue using the Service, (ii) modify or replace the relevant portion(s) of the Service with a non-infringing alternative having substantially equivalent performance within a reasonable period of time, or (iii) terminate this Agreement as to the infringing Service and provide a pro rata refund of any prepaid, unused Fees for such infringing Service. Notwithstanding the foregoing, CStream will have no liability for any Infringement Claim of any kind to the extent that it results from: (1) modifications to the Service made by a party other than CStream, (2) the combination of the Service with other products, processes or technologies (where the infringement would have been avoided but for such combination), or (3) Customer’s use of the Service other than in accordance with the Documentation or this Agreement. The indemnification obligations set forth in this Section 9.1 are CStream’s sole and exclusive obligations, and Customer’s sole and exclusive remedies, with respect to infringement or misappropriation of third-party intellectual property rights of any kind. 

9.2. Customer Indemnification Obligation. Subject to Section 9.3, Customer will defend CStream from any and all Claims brought against CStream by a third party alleging a violation of a third party’s rights arising from Customer's provision or use of the Customer Data. Customer will indemnify CStream for all damages, costs, reasonable attorneys’ fees finally awarded by a court of competent jurisdiction or paid to a third party in accordance with a settlement agreement signed by Customer, in connection with such Claims. 

9.3. Indemnity Requirements. The party seeking indemnity under this Section 9 ("Indemnitee") must give the other party ("Indemnitor") the following: (a) prompt written notice of any Claim for which the Indemnitee intends to seek indemnity, (b) all cooperation and assistance reasonably requested by the Indemnitor in the defense of the Claim, at the Indemnitor's sole expense, and (c) sole control over the defense and settlement of the Claim, provided that the Indemnitee may participate in the defense of the Claim at its sole expense. 

10. Customer Mention. CStream may, upon Customer’s prior written consent, use Customer’s name to identify Customer as an CStream customer of the Service, including on CStream’s public website. CStream agrees that any such use shall be subject to CStream complying with any written guidelines that Customer may deliver to CStream regarding the use of its name and shall not be deemed Customer’s endorsement of the Service. 

11. Term, Termination, and Effect of Termination.  

11.1. Term. The term of this Agreement commences on the Effective Date and continues until the stated term in all Order Forms have expired or have otherwise been terminated. Subscriptions to the Service commence on the subscription start date and are for a period, as set forth in the applicable Order Form (“Term”). Except as otherwise specified in an Order Form, subscriptions to the Service will automatically renew for additional terms equal to the expiring subscription term, unless and until either party gives the other notice of non-renewal at least thirty (30) days prior to the end of the then-current Term.  

11.2. Termination. Either party may terminate this Agreement by written notice to the other party in the event that (i) such other party materially breaches this Agreement and does not cure such breach within thirty (30) days of such notice, or (ii) immediately in the event the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. Upon any termination for cause by Customer pursuant to this Section 11.2, CStream will refund Customer a pro-rata portion of any prepaid fees that cover the remainder of the applicable Term after the effective date of termination and a pro-rata portion of any prepaid Professional Services fees that cover Professional Services that have not been delivered as of the effective date of termination. For clarity, a breach or termination of any Statement of Work shall not be considered a breach or termination of this Agreement or any Order Form. 

11.3. Effect of Termination. Upon termination of this Agreement for any reason, all rights and subscriptions granted to Customer (including all Order Forms) will immediately terminate and Customer will cease using the Service and CStream Confidential Information. Termination for any reason other than termination for cause by Customer pursuant to Section 11.2(i) shall not relieve Customer of the obligation to pay all future amounts due under all Order Forms. The sections titled “Definitions,” “Confidentiality,” “Ownership, Feedback, and Statistical Usage Data,” “Fees, Expenses, and Taxes,” “Disclaimer,” “Limitation of Liability,” “Indemnification,” “Term, Termination, and Effect of Termination,” and “General” shall survive any termination or expiration of this Agreement. 

12. General  

12.1. Assignment. Neither the rights nor the obligations arising under this Agreement are assignable or transferable by Customer or CStream without the other party’s prior written consent which shall not be unreasonably withheld or delayed, and any such attempted assignment or transfer shall be void and without effect. Notwithstanding the foregoing, either party may freely assign this Agreement in its entirety (including all Order Forms), upon notice and without the consent of the other party, to its successor in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided that all fees owed and due have been paid and the assignee agrees to be bound by all the terms of this Agreement. 

12.2. Controlling Law, Attorneys’ Fees and Severability. This Agreement and any disputes arising out of or related hereto shall be governed by the laws of the State of California, without giving effect to its conflicts of laws rules or the United Nations Convention on the International Sale of Goods. With respect to all disputes arising out of or related to this Agreement, the parties consent to exclusive jurisdiction and venue in the state and Federal courts located in San Francisco, California. In any action to enforce this Agreement the prevailing party will be entitled to costs and attorneys’ fees. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. 

12.3. Notices. All legal notices hereunder shall be in writing to the addresses provided above and given upon (i) personal delivery, in which case notice shall be deemed given on the day of such hand delivery, or (ii) by overnight courier, in which case notice shall be deemed given one (1) business day after deposit with a recognized courier for U.S. deliveries (or three (3) business days for international deliveries). 

12.4. Force Majeure. If the performance of this Agreement or any obligation hereunder (other than obligations of payment) is prevented or restricted by reasons beyond the reasonable control of a party including but not limited to computer related attacks, hacking, or acts of terrorism (a “Force Majeure Event”), the party so affected shall be excused from such performance and liability to the extent of such prevention or restriction.  

12.5. Independent Contractors. The parties shall be independent contractors under this Agreement, and nothing herein shall constitute either party as the employer, employee, agent, or representative of the other party, or both parties as joint venturers or partners for any purpose. There are no third-party beneficiaries under this Agreement. 

12.6. Export Compliance. Each party represents that it is not named on any U.S. government list of persons or entities with which U.S. persons are prohibited from transacting, nor owned or controlled by or acting on behalf of any such persons or entities, and Customer will not access or use the Service in any manner that would cause any party to violate any U.S. or international embargo, export control law, or prohibition.  

12.7. Government End User. If Customer is a U.S. government entity or if this Agreement otherwise becomes subject to the Federal Acquisition Regulations (FAR), Customer acknowledges that elements of the Service constitute software and documentation and are provided as “Commercial Items” as defined in 48 C.F.R. 2.101 and are being licensed to U.S. government Customer as commercial computer software subject to restricted rights described in 48 C.F.R. 2.101, 12.211 and 12.212. If acquired by or on behalf of any agency within the Department of Defense ("DOD"), the U.S. Government acquires this commercial computer software and/or commercial computer software documentation subject to the terms of the Agreement as specified in 48 C.F.R. 227.7202-3 of the DOD FAR Supplement ("DFARS") and its successors. This U.S. Government End User Section 12.8 is in lieu of, and supersedes, any other FAR, DFARS, or other clause or provision that addresses government rights in computer software or technical data.  

12.8. Anti-Corruption. Customer agrees that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of CStream’s employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If Customer learns of any violation of the above restriction, Customer will use reasonable efforts to promptly notify CStream. 

12.9. Free Trials. If Customer uses a Free Trial Service, CStream will make such Free Trial Service available to Customer on a trial basis, free of charge, until the earlier of (a) the end of the free trial period for which Customer agreed to use such Free Trial Service, (b) the start date of any Service subscription purchased by Customer for such Service, or (c) termination of the Free Trial Service by CStream in its sole discretion. A free trial period may be extended upon mutual agreement by CStream and Customer. Notwithstanding anything to the contrary in this Agreement, a Free Trial Service is provided “AS IS.” CSTREAM MAKES NO REPRESENTATION OR WARRANTY AND SHALL HAVE NO INDEMNIFICATION OBLIGATIONS WITH RESPECT TO A FREE TRIAL SERVICE. CSTREAM SHALL HAVE NO LIABILITY OF ANY TYPE WITH RESPECT TO A FREE TRIAL SERVICE, UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE CSTREAM’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO A FREE TRIAL SERVICE IS US$1,000. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN SECTION 8 (“LIMITATION OF LIABILITY”), CUSTOMER SHALL NOT USE THE FREE TRIAL SERVICE IN A MANNER THAT VIOLATES APPLICABLE LAWS AND WILL BE FULLY LIABLE FOR ANY DAMAGES CAUSED BY ITS USE OF A FREE TRIAL SERVICE. ANY DATA AND CONFIGURATIONS ENTERED INTO CUSTOMER’S FREE TRIAL SERVICE ACCOUNT MAY BE PERMANENTLY LOST UPON TERMINATION OF THE FREE TRIAL SERVICE. 

12.10. Entire Agreement. This Agreement together with the Order Form(s) constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof, and any and all prior or contemporaneous written or oral agreements existing between the parties hereto, including any non-disclosure agreement(s), and related to the subject matter hereof are expressly canceled. The parties agree that any term or condition stated in Customer’s purchase order or in any other Customer’s order documentation is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form between CStream and Customer, (2) this Agreement, and (3) the Documentation. No modification, amendment or waiver of any provision of this Agreement will be effective unless in writing and signed by both parties hereto. Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision. 

13. Definitions.  

13.1. “Affiliate” means, with respect to CStream or Customer, any entity that directly or indirectly controls, is controlled by, or is under common control with CStream or Customer, respectively. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity. 

13.2. “Free Trial Service” means any CStream service or functionality that CStream makes available to Customer to try at Customer’s option, at no additional charge, and which is clearly designated as “beta,” “trial,” “pre-GA,” “pilot,” “developer preview,” “free trial,” “evaluation,” or by a similar designation. 

13.3. “Confidential Information” means (a) Customer Data; (b) the Service, Documentation and the terms and conditions of this Agreement and all Order Forms including pricing; and (c) each party’s technical and business information (including but not limited to hardware, software, designs, specifications, techniques, processes, procedures, research, development, projects, products or services, business and marketing plans or opportunities, finances, vendors, penetration test results and other security information, defect and support information and metrics, and third party audit reports and attestations) that is designated by the disclosing party as confidential or the receiving party should reasonably know is confidential given the nature of the information and circumstances of disclosure. 

13.4. “Customer Data” means all electronic data submitted by or on behalf of Customer to the Service.  

13.5. “Documentation” means CStream’s user guides and other end user documentation for the applicable Service available on the online help feature of the Service, as may be updated by CStream from time to time including without limitation the materials available at https://cstream.io.  

13.6. “Effective Date” means the last date this Agreement is executed, upon executing an Order Form, by accessing or using the Service in any manner or by clicking “Accept and Get Started” (or a similar button or checkbox) for use of a Free Trial Service.  

13.7. “Laws” means any local, state, or national law, treaties and/or regulations applicable to a respective party.  

13.8. “Malicious Code” means viruses, worms, time bombs, Trojan horses and other malicious code, files, scripts, agents or programs.  

13.9. “Non-CStream Application” means a web-based, offline, mobile, or other software application functionality that is provided by Customer or a third party and interoperates with a Service.  

13.10. “CStream Partner” means authorized reseller, distributor or other partner of CStream.  

13.11. “Order Form” means an ordering document provided to Customer that specifies the products or services purchased by Customer or any of their Affiliates under this Agreement, including any supplements or addenda thereto. Order Forms do not include the terms of any preprinted terms on a Customer purchase order or other terms on a purchase order that are additional or inconsistent with the terms of this Agreement.  

13.12. “Professional Services” means implementation and configuration services provided by CStream in connection with the Service, as described more fully in a Statement of Work. Professional Services shall not include the Service. 

13.13. “Service” means the products and services subscribed to by Customer under an Order Form and provided by CStream as described in the Documentation. “Service” excludes Professional Services, Free Trial Service, and Non-CStream Applications.  

13.14. “Statement of Work” means a document that describes certain Professional Services purchased by Customer under this Agreement and/or pursuant to an Order Form. Each Statement of Work shall incorporate this Agreement by reference.  

13.15. “Support Services” means the support services provided by CStream in accordance with CStream’s then-current support policy and as identified in an Order Form.  

13.16. “Term” has the meaning set forth in Section 11.1.  

13.17. “Users” means individuals (including non-human devices, such as applications or services) who are authorized by Customer to use the Service, for whom a subscription to the Service has been procured. Users may include, for example, Customer’s and its Affiliates’ employees, consultants, clients, external users, contractors, agents, and third parties with which Customer does business. 

Contact Information: 

Customer Support 

Address:  

400 Spectrum Center Drive, Suite 1900, 

Irvine, 

California 92618, 

United States 

Email: contact@cstream.io