CIPIO End-User Licensing
Welcome to CIPIO! We’re glad you’re here and we hope you enjoy our services. Please read this document carefully before proceeding. This is a legal agreement between the customer entity listed on the applicable Order Form (“you”, “your”, “yours”, “Customer”, or “User”) and CIPIO INC., a Delaware corporation (“CIPIO”, “we”, “us”, or “our”) (individually a “Party” and collectively the “Parties”) and governs your use of CIPIO Platform and services set forth on the applicable Order Form (“Services”) made available through CIPIO website (the “Site”). By accessing or using the Services, Customer agrees to be bound to the terms of this End-User Licensing Agreement (“Agreement”) in its entirety. The individual signing the Order Form represents and warrants that he or she has the necessary authority to bind the Customer. The entity on behalf of whom the individual is signing the Order Form represents and warrants that you are validly formed and existing under the laws of your jurisdiction of formation, that you have full power and authority to enter into this Agreement, and that you have duly authorized your agent to bind you to this Agreement.
1. User Account
You will be provided with the Services as specified in the applicable Order Form. At any point during the Subscription Term you may request change in the Services by means of written communication, accordingly a new Order Form will be generated by CIPIO with the applicable Fees and Service requested. To receive the Services, you must register for an account on the Site (“Account”). You must provide accurate and complete information for your Account. Upon registration, you will be provided with username, password, PIN, or other security code (“Access Credentials”). Access to the Services will be initially limited to the number of Authorized Users (as defined below) stated in the Order Form, however you may purchase access for any additional Authorized Users at any time by reaching out to us at firstname.lastname@example.org ( you will be billed separately for any additional Authorized Users that are added to your account at a later date and a new Order Form will be generated). “Authorized User” means your employees, consultants, contractors, and agents who are authorized by you to access and use the Services. Access Credentials may not be shared with any other individual or entity for purpose of using the Services. You are responsible for maintaining the security of your Account and Access Credentials. You shall be responsible for acts, omissions, or breaches hereunder by any of your Authorized Users or any other individuals using your Account or Access Credentials for Services. You must keep your Account information updated, and you must notify us immediately of any change in your eligibility to use the Services or breach of security or unauthorized use of your Account.
Please note that if you are an Authorized User of an Account purchased by your employer or another person or entity, then this Agreement allowssuch person or entity to provision additional services, or to change or limit your access to the Services at any time. It is up to that person or entity to inform you of any particular rules, requirements, or limitations regarding your use beyond those set forth in this Agreement. You and such person or entity agree to look solely to such person or entity regarding any dispute relating to such additional rules, requirements, or limitations.
2. Subscription and Payments
You will be provided with the Services as specified in the applicable Order Form. At any point during the Subscription Term you may request change in the Services by means of written communication, accordingly a new Order Form will be generated by CIPIO with the applicable Fees and Service requested. To receive the Services, you must register for an account on the Site (“Account”). You must provide accurate and complete information for your Account. Upon registration, you will be provided with username, password, PIN, or other security code (“Access Credentials”). Access to the Services will be initially limited to the number of Authorized Users (as defined below) stated in the Order Form, however you may purchase access for any additional Authorized Users at any time by reaching out to us at email@example.com ( you will be billed separately for any additional Authorized Users that are added to your Account at a later date and a new Order Form will be generated). “Authorized User” means your employees, consultants, contractors, and agents who are authorized by you to access and use the Services. Access Credentials may not be shared with any other individual or entity for purpose of using the Services. You are responsible for maintaining the security of your Account and Access Credentials. You shall be responsible for acts, omissions, or breaches hereunder by any of your Authorized Users or any other individuals using your Account or Access Credentials for Services. You must keep your Account information updated, and you must notify us immediately of any change in your eligibility to use the Services or breach of security or unauthorized use of your Account.
Please note that if you are an Authorized User of an Account purchased by your employer or another person or entity, then this Agreement allows such person or entity to provision additional services, or to change or limit your access to the Services at any time. It is up to that person or entity to inform you of any particular rules, requirements, or limitations regarding your use beyond those set forth in this Agreement. You and such person or entity agree to look solely to such person or entity regarding any dispute relating to such additional rules, requirements, or limitations.
- a. Fees Customer shall pay all fees stated in the applicable Order Form (“Fees”). All Fees are payable according to the payment terms set forth in the Order Form, however if no time is specified, then such Fees shall be payable when you first access to the Services. You are responsible for paying the specified Fee for the entire Subscription Term of the Order Form, even if you are paying monthly, the Subscription Term ends early, or you stop using the Services before the end of the Subscription Term. You may elect to pay the Fees for the Services on either on a monthly or annual basis as specified in the Order Form. Fees subject to monthly payment are due and payable in advance on a monthly basis. Fees subject to annual payment are due and payable in advance on an annual basis. You must provide us with one or more Payment Method. “Payment Methods” means a current, valid, accepted method of payment, as may be updated from time to time and which include payment through your account with a third-party. If you fail to make timely payment on any Fees, CIPIO reserves the right to withhold or suspend your access and use of the Services until all past-due payments are made. CIPIO shall have the right to charge interest at the rate of 1.5% per month, or the highest rate permitted by applicable law, whichever is lower. CIPIO does not give credits or refunds for any Fees once paid. CIPIO may change the Fees applicable to Services upon any renewal of the Subscription Term of any Order Form or as specified in the Order Form.Fees do not include any local, state, federal or foreign taxes or any other charges of any nature imposed by any governmental entity. You are responsible for and agree to pay to any applicable government authority all taxes or other charges resulting from your use of the Services.
- b. Third-Party Payment Processor We use a third-party paymemt processor (the “Payment Processor”) to bill you through the Payment Method linked to your Account on the Services (the “Billing Account”). The processing of payments will be subject to the terms, conditions, and privacy policies of the Payment Processor. We are not responsible for error by the Payment Processor. We reserve the right to correct any errors or mistakes that the Payment Processor makes even if the Payment Processor has already requested or received payment. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial insitution, credit card issuer, or other provider of your chosen Payment Method. If we, through the Payment Processor, do not receive payment from you, you agree to pay all the amounts due on your Billing Account on demand. CIPIO may suspend or limit your use of the Services if CIPIO is unable to collect payment of any Fees when due, including if a charge to your payment card or bank account is denied for any reason.
- c. Auto-Renewal Fees are automatically charged on a recurring basis. Unless you cancel or change your Subscription in accordance with this Agreement, any Subscriptions you have signed up for will be automatically extended for successive renewal periods of the same duration as the Subscription Term (as defined below) originally selected, at the then-current non-promotional rate.
3. Acceptance of the Agreement
- a. By subscribing for and/or using any of the Services, in any manner including visiting or browsing the CIPIO Website, you agree to this Agreement, and all other operating rules, policies and procedure that we may publish from time to time through the Services, each of which is incorporated by reference, and each of which may be updated from time to time without notice to you.
- b. Certain Services may be subject to additional terms and conditions specified by us from time to time; your use of such Services is subject to those additional terms and conditions, which are incorporated into this Agreement by this reference.
- c. This Agreement applies to all users of the Services. Please not that if you have executed a separate written agreement with us regarding your use of certain of our Services (“Separate Agreement”), then that Separate Agreement, and not this Agreement, applies to those Services. Notwithstanding the foregoing, if you use any Beta Services (as defined below), such use will be subject to this Agreement (any other different or additional legal terms presented to you in association with such use), even if you have executed a Separate Agreement.
4. Ownership and Data Usage
“Content” means information, interfaces, utilities, forms, documentation, content, tools, features, text, graphic, images, data, or any other materials posted, generated, provided, or otherwise made available through CIPIO Services or CIPIO Website. “User Content” means any and all content submitted, linked to, or made available to the Services by you or by a third party on your behalf (including any modifications thereto made by you or your Authorized Users). You retain all of your rights to your User Content.
- a. License to use CIPIO Services Subject to your compliance with this Agreement and solely for as long as you are permitted by us to access and use the Services, CIPIO grants you a limited, non-transferable, non-exclusive, revocable right and license to access and use the Services for your internal business purposes, non-commercial purposes, a right which may not be assigned or sublicensed to anyone. This license includes the right to view the Content (defined below) available on the CIPIO Service and the right to download a copy of the reports for your internal business purposes and non-commercial use only, provided you keep intact all copyright and other proprietary notices. This license will remain in effect unless and until you violate this Agreement, or this license is terminated by you or CIPIO. Except as expressly permitted by an authorized officer of CIPIO, you will not reproduce, redistribute, sell, transfer, create derivative works from, decompile, reverse engineer, or disassemble the Services, nor will you or allow any third-party to take any measures to interfere with or damage the Services. Unless otherwise specified, copying, or modifying any Content or using the Content for any purpose other than your non commercial, internal business purposes, use of the CIPIO Services, including use of any Content on any other website or networked computer environment, is strictly prohibited. All rights not expressly granted by CIPIO in this Agreement are reserved.
- b. License to User Content You hereby grant CIPIO a non-exclusive, worldwide, royalty-free, sublicensable, fully paid-up right and license to use, copy, access, process, reproduce, perform, display, modify, distribute, and transmit your User Content solely in connection with the Services. Further, you hereby grant, Customer also hereby grants to Company a non-exclusive, world-wide, royalty-free, fully paid up, irrevocable and perpetual license to copy, anonymize, aggregate, process and create derivative works of User Content for the purpose of deriving anonymous statistical and usage data, and data related to the functionality of the Services, provided that such data cannot be used to identify Customer or its clients and users (“Anonymous Data”) and combining or incorporating such Anonymous Data with or into other data and information available, derived or obtained from other customers, licensees, users, or other sources, for purposes of providing services to its other customers, developing improved and new success vectors, models, products and services and generating statistics for marketing purposes. CIPIO will own all intellectual property rights and other related rights in any improvements, modifications, and other derivative works of, based on, derived from, or otherwise created by CIPIO, concerning the Services, using any Anonymous Data.
- c. Representation and Warranties You represent, warrant, and covenant that
(i) all User Content is accurate and compliant with all applicable laws, rules, and regulations;
(ii) you own all rights, title, and interest in and to the User Content, or have otherwise secured all necessary rights in the User Content as may be necessary to permit the access, use, and distribution thereof as contemplated by this Agreement;
(iii) you shall only use the Services in accordance with all applicable laws, rules, and regulations, this Agreement and any relevant documentation provided by CIPIO and
(iv) you will not, and will not permit any third party to upload, download, post, submit, provide, transmit, distribute, or otherwise make available to or through the Services any User Content that
(A) is unlawful, infringing, deceptive, fraudulent, discriminating, invasive of another’s privacy, tortious, obscene, or that otherwise violates any other right of any third party, including any intellectual property, proprietary, or privacy rights, or that is otherwise inappropriate, as determined by us in our sole discretion;
(B) contains any viruses, code, files, or program designed or intended to disrupt, damage, limit, or interfere with the proper function of any software, hardware, or telecommunications equipment or that is or can be otherwise malicious or disruptive; or (C) contains any personally identifying information subject to specialized security regimes including without limitation the Health Insurance Portability and Accountability Act (“HIPAA”), and the standards promulgated by the PCI Security Standards Council (“PCI”) or their applicable international equivalents. You acknowledge and agree that CIPIO is not a ‘Business Associate’ under HIPAA, and you will not provide any protected health information to CIPIO.
- d. Enforcement We reserve the right, including after termination, to access, read, preserve, and disclose any information, including without limitation User Content, as we reasonably believe is necessary to
(i) satisfy any applicable law, regulation, legal process or governmental request;
(ii) enforce this Agreement, including investigation of potential violations hereof;
(iii) detect, prevent, or otherwise address fraud, security or technical issues;
(iv) respond to user support requests or
- e. General Restrictions on usage of Services You will not, and shall not permit any third party to directly or indirectly:
i. sell, license, sublicense, distribute, copy, rent, or lease the Services, or include the Services in a service bureau, time-share outsourcing offering, or otherwise make the Services available to, or use the Services for the benefit of, any third party, or transfer any of the rights that you receive hereunder;
ii. interfere with or disrupt the integrity or performance of the Services or any third party data contained therein or attempt to gain unauthorized access to the Services or its related systems or networks;
iii. copy, modify, translate, or create derivative works based on the Services or any underlying software or any part, feature, function, or user interface thereof, including by framing (except as expressly allowed by CIPIO) or mirroring any part of any Services or any Content;
iv. access or use the Services for benchmarking or similar competitive analysis purposes or in order to build a competitive product or service;
v. decompile, disassemble, decipher, or reverse engineer the Services, or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services, (except to the extent such restriction is prohibited by applicable statutory law);
vi. remove any copyright notices, information, and restrictions contained in the Services or any Content;
vii. Impersonate or misrepresent your affiliation with any person or entity;
viii. bypass, circumvent, or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services) or take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our (or our third-party providers’) infrastructure;
ix. access or use the Services or Content in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other rights of any third party, or that violates any applicable law; or
x. otherwise take any action in violation of our guidelines and policies, including this Agreement.
- f. CIPIO may suspend access to Services by you or any Authorized User pending investigation of misuse, or CIPIO receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires CIPIO to do so.
- g. We are not responsible or liable for any failure in the Services resulting from or attributable to
(i) User Content or failures to deliver User Content to CIPIO;
(ii) failures in any telecommunications, network or other service or equipment outside of CIPIO’s facilities;
(iii) your or any third party’s (acting on your behalf) products, services, negligence, willful misconduct, breach of this Agreement or other unauthorized access or use; or
(iv) any force majeure or other cause beyond CIPIO’s reasonable control. Customers are responsible for testing and reviewing the results they obtain from using the Services. We reserve the right, but do not have any obligation, to remove, edit, modify, or block access to any Content in our sole discretion, at any time, without notice to you and for any reason (including upon receipt of claims or allegations from third parties or authorities relating to such Content or if we are concerned that you may have violated this Agreement).
5. Third Party Links and Content
There may be links on the Services that let you leave the particular Service you’re accessing into order to access a linked site that is operated by a third-party. CIPIO neither controls nor endorses those sites, nor has CIPIO reviewed or approved the content that appears on them. CIPIO is not responsible for the legality, accuracy or inappropriate nature of any content, advertising, products, or other materials on or available from any such third-party sites. You acknowledge and agree that CIPIO is not responsible or liable, directly or indirectly, for any damages or loss caused or alleged to be caused by or in connection with the access or use of any of the links, content, goods, or services available through these third party sites.
6. Beta Services
From time to time CIPIO may offer you access to alphas, betas, limited releases, or other pre-GA services or features (collectively “Beta Services”). Beta Services may have limited features, functions, data storage, data security, data retention or other limitations as determined by CIPIO. You acknowledge and agree that Beta Services may not be complete or fully functional, and may contain bugs, errors, omissions, and other problems for which CIPIO will not be responsible. Accordingly, any use of Beta Services is at your sole risk.
“Confidential Information” means all information disclosed by CIPIO to you, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. CIPIO’s Confidential Information includes the Services and Content, as well as business and marketing plans, technology and technical information, product plans and designs, source code and business processes disclosed by CIPIO. You will use a reasonable degree of care to protect the Confidential Information. You will not use any Confidential Information for any purpose outside the scope of this Agreement or disclose Confidential Information to any third party. You may disclose Confidential Information to the extent compelled by law, provided you give CIPIO prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at CIPIO’s cost, if CIPIO wishes to contest the disclosure.
8. Intellectual Property Usage and Reporting Infringement
CIPIO respects intellectual property of others, and we ask our customers to do the same. Each Customer is responsible for ensuring that their User Content does not infringe third party’s rights or other intellectual property rights. If you believe that CIPIO Services or any Content contains elements that infringes or misappropriates your copyrights or other intellectual property rights please contact the designated agent to receive notifications for CIPIO at: firstname.lastname@example.org. Please provide the following information in your notice:
(1) the name and description of intellectual property work and of the allegedly infringing work;
(2) your name, address, daytime phone number and email address;
(3) a statement that you have good-faith belief that the use of the claimed intellectual property work is not authorized by the owner or applicable law;
(4) a statement that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner; and
(5) your electronic or physical signature.
9. Term and Termination
- a. Term Unless an Order Form otherwise specifies that Services are for a one-time use or the Services are terminated in accordance with this Section 9, the term of each Order Form will automatically renew for additional equivalent Subscription Terms as stated on the Order Form (collectively, “Subscription Term”). Upon any change in the Services stated in the Order Form, a new Order Form will be generated by CIPIO and the Subscription Term shall automatically renew in accordance with the effective date of the new Order Form.
- b. Termination without cause Either Party may provide notice of non-renewal of the Subscription Term to the other Party atleast thirty (30) days prior to the end of any term. You may terminate in accordance with this Section by contacting us at email@example.com
- c. Termination for cause Either Party may terminate any Order Form if the other Party materially breaches the Order Form or this Agreement and fails to cure the material breach within thirty (30) days following notice of the material breach from the non breaching Party. CIPIO may suspend or limit your use of any Services upon any actual or suspected breach of your obligations under this Agreement or applicable law, or if CIPIO reasonably believes your conduct is inappropriate or detrimental to CIPIO or any third party. If the cause of the suspension can reasonably be remedied, CIPIO will provide notice of the actions you must take to reinstate access to the Services. Any suspension will not limit any other right or remedy available to CIPIO under applicable law. Termination of an Order Form terminates only that Order Form and the Services under that Order Form and provisions of this Agreement and any other Order Form(s) will remain in effect until fulfilled or otherwise terminated in accordance with their terms. Upon any termination of this Agreement or any Order Form: (1) your rights to any Services subject to this Agreement or that Order Form will terminate; (2) you will cease use of and access to all Services subject to this Agreement or that Order Form; and (3) all Fees or other amounts incurred by you under this Agreement or that Order Form will become payable.
- d. Survival All provisions of this Agreement which by their nature should survive termination or expiration shall survive termination, including provisions regarding ownership, aggregate data use, payment (to the extent any payment obligations remain outstanding), warranty , disclaimers, indemnity, and limitations of liability.
10. Disclaimer Of Warranties
- a. While it is in CIPIO’s interest to provide you with a great experience while using Services and/or CIPIO Website, there are certain things we do not promise about them. Your use of the services and/or cipio website is at your sole risk unless otherwise explicitly stated. Services and/or cipio website, including the information, is provided on an “as is” “as available” and “with all faults” basis. cipio disclaims all express or implied conditions, representations, and warranties of any kind, including any implied warranty or condition of merchantability, satisfactory quality, fitness for a particular purpose, or no infringement. Cipio makes no representations, Warranties, conditions or guarantees as to the usefulness quality, suitability, truth, accuracy or completeness of services and/or cipio website.
- b. Cipio makes no warranty or representation that:
(a) the services and/or cipio website will be uninterrupted, timely, secure, or error-free;
(b) the results that may be obtained from the use of the services and/or cipio website will be accurate or reliable; or
(c) the quality of any products, services, content, information, or other material obtained from services and/or cipio website will meet your expectations or requirements.
- c. You assume all risk for any damage to your computer system or loss of data that results from obtaining any content from services and/or cipio website, including any damages resulting from computer viruses.
11. Limitation Of Liability
To the full extent permitted by law, cipio is not liable for any direct, indirect, punitive, special, incidental, consequential, or exemplary damages (including, without limitation, loss of business, revenue, profits, goodwill, use, data, electronically transmitted orders, or other economic advantage) arising out of or in connection with services and/or cipio website, even if cipio has previously been advised of, or reasonably could have foreseen, the possibility of such damages, however they arise, whether in breach of contract or in tort (including negligence), including without limitation damages due to:
(a) the use of or the inability to use the services and/or cipio website services;
(b) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained, or messages received or transactions entered into, through or from the services and/or cipio website services;
(c) statements or conduct of any third party on services and/or cipio website, including without limitation unauthorized access to or alteration of transmissions or data, malicious or criminal behavior, or false or fraudulent transactions; or
(d) content or information you may download, use, modify or distribute. in no event shall cipio’s total liability for damages arising out of this agreement exceed the fees paid by customer for the content and the services within the immediately preceding three (03) months.
You are solely responsible for your conduct and your data related to the Services. You shall defend, indemnify, and hold harmless us, our affiliates and each of our and their respective employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to your use or misuse of, or access to, the Services, Content, or otherwise from your User Content, violation of this Agreement, or infringement by you, or any third party using your Account or identity in the Services, of any intellectual property or other right of any person or entity. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses.
- a. Entire Agreement and Severability. This Agreement are the entire agreement between you and us with respect to the Services, including use of the Site, and supersede all prior or contemporaneous communications and proposals (whether oral, written, or electronic) between you and us with respect to the Services. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. The failure of CIPIO to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
- b. Force Majeure. We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, pandemic, epidemic, mechanical, electronic or communications failure or degradation.
- c. Assignment. This Agreement is personal to you, and are not assignable, transferable or sublicensable by you except with our prior written consent. We may assign, transfer or delegate any of our rights and obligations hereunder without consent.
- d. Agency. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect.
- e. Notices. Notices under this Agreement must be in writing sent to CIPIO at Attn: Legal Team, P.O. Box: 418, Fairfax, VA 22038, with an electronic copy sent via email at firstname.lastname@example.org or to you at the address associated with your Account, via
(1) personal delivery,
(2) overnight courier service with signature required, or
(3) first class U.S. mail with postage paid, return receipt requested. CIPIO may also send notices via e-mail to any email address CIPIO has on file for you. Notices sent in writing are deemed received when actually delivered. Notices via e-mail are deemed received on the transmission date of the e-mail.
- f. No Waiver. Our failure to enforce any part of this Agreementshall not constitute a waiver of our right to later enforce that or any other part of this Agreement. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance with this Agreement to be binding, we must provide you with written notice of such waiver through one of our authorized representatives.
- g. Headings; Interpretation. The section and paragraph headings in this Agreement are for convenience only and shall not affect their interpretation. Any use of “including” “for example” or “such as” in this Agreement of Service shall be read as being followed by “without limitation” where appropriate.
- h. Publicity. You hereby consent to the inclusion of your name and logo in client lists that may be published as part of CIPIO’s marketing and promotional efforts.
- i. Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to conflict of laws principles. Customer agrees and consents to the exclusive jurisdiction of the courts of the Commonwealth of Virginia for all disputes or actions arising out of any Order Form or this Agreement. Customer further agrees and consents that venue of any action brought hereunder shall be exclusively in Fairfax County, Virginia and hereby waives all objections for lack of personal jurisdiction and forum non convenient.
- j. Counterparts The Order Form may be signed in counterparts which may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
Last Updated March 21, 2021.