Terms of Service2022-11-09T12:26:52+00:00

Terms of Service

CELIGO, INC. TERMS OF SERVICE

Effective as of October 10, 2022

These Celigo, Inc. Terms of Service, outline the terms regarding Your use of Celigo Services.

These Terms are a legally binding contract between You and Celigo. If You do not agree with these Terms, do not register for a Celigo account, or purchase or use Services.

By using or accessing the Services, or registering for a Celigo account, You agree to be bound by these Terms.

If You use the Services on behalf of an entity, You agree to these Terms for that entity and represent and warrant to Celigo that You have the authority to bind that entity to these Terms (in which event, “You” and “Your” refer to that entity), unless that entity has a separate paid contract in effect with Celigo, in which event the separate paid contract governs Your use of the Services.


  1. DEFINITIONS

General.

The following capitalized terms have the following meanings:

“Affiliates” means, with respect to each party, entities that Control, are controlled by, or are under common Control with such party.

“Aggregated Data” means statistics, benchmarks, measures, and other information or data that is: (a) anonymized by removing Personal Data, or other information so the data cannot be attributable to a specific Celigo customer or user, or You (using commercially reasonable efforts or as required by Applicable Laws), or (b) combined with the other data, or (c) presented in a way which does not reveal a specific Celigo customer or user, or Your identity (using commercially reasonable efforts or as required by Applicable Laws).

“Applicable Laws” means applicable national, federal, state, and local laws, rules, guidelines, court or government agency orders, and regulations in the United States and the country in Your address on the Quote.

“BAA” means a Business Associate Agreement, as defined by HIPAA, governing the parties’ respective obligations with respect to HIPAA Data uploaded by You to the Subscription Services in accordance with the Terms.

“CCPA” means California Consumer Privacy Act of 2018, Cal. Civil Code § 1798.100 et seq. and related regulations, as amended.

“Celigo” means Celigo, Inc.

“Celigo Community” means a free community site accessible at https://docs.celigo.com/hc/en-us/community/topics and related Sites for Celigo customers, users, and prospects to have discussions, share ideas, get help from each other, and suggest and vote on enhancements to Celigo products and services.

“Claim” means claim, demand, lawsuit, dispute, or proceeding.

“Confidential Information” means non-public information (a) labeled or identified “confidential” (or the like), or (b) (either in writing or verbal) of a type that a reasonable person should understand to be confidential, including without limitation, Customer Process Data, Customer Data, Personal Data, a third party’s information, discounts, pricing, strategic roadmaps, product plans, product designs, architecture, technology and technical information, security processes and reports, audit reviews, business and marketing plans, business processes, credit card/banking information, and information contained in Your account. Confidential Information does not include information a receiving party’s written records show was: (1) already known to receiving party at the time of disclosure; (2) disclosed to the receiving party by a third party who had the right to make such disclosure without confidentiality restrictions; (3) or through no fault of the receiving party has become, generally available to the public; or (4) independently developed by receiving party without use of the disclosing party’s Confidential Information.

“Content” means files and meta-data associated with all files, information, text, software, music, sounds, graphics, videos, messages, tags, interactive features, photos, drawings, documents, data, or other materials or media.

“Control” means the beneficial ownership of more than fifty percent (50%) of the voting power or equity in an entity.

“Credentials” means access designations or authentication information (e.g. multi-factor authentication or second access factors, user ID, password, token, certificate, or Single Sign On) to access Celigo Services, iPaaS Integration Apps, or a third party product or service.

“Customer Data” means Your information that Celigo maintains for supporting You as a Celigo customer, consisting only of (a) names, emails, addresses, telephone numbers, photos or videos (i.e. recorded video conference meetings where You consent to recordings), and other business contact information of Your Representatives; (b) all information that controls the Processing of Customer Process Data for Your integrations; (c) communications between You and Celigo relating to the performance of Services, and (d) communications between You and Celigo relating to the negotiation of Quotes, SOWs, and other contracts governed by, incorporated into, and made part of the Terms.

“Customer Process Data” means data that You provide to Celigo for Processing in connection with Celigo’s provision of the Services, which may include Customer Data and Personal Data.

“Data Protection Claims” means any Claims arising from Celigo’s breach of Section 12 (Confidential Information) (except Customer Process Data that leverages unencrypted endpoints), where such breach results in the unauthorized disclosure of Confidential Information (except Customer Process Data that leverages unencrypted endpoints).

“Data Protection Legislation” means Applicable Laws of the European Union, the European Economic Area and/or member states, United Kingdom, and Switzerland, including the GDPR and UK GDPR, relating to the Processing of Personal Data.

“Deliverables” means the product of all work performed under the Terms, including without limitation notes, drawings, electronic files, reports, graphics, documentation, computer programs (e.g. source code, object code, listings), inventions, creations, equipment, devices, models, processes, ideas, methods, and work-in-progress.

“Documentation” means Celigo’s then-current operating manuals, user instructions, technical literature, user guides, knowledge base, release notes, featured articles, and functional materials describing the features, plans, options, and functions of the Services made generally available by Celigo to its customers or users, and published at https://docs.celigo.com/hc/en-us and other Sites.

“DPA” means a Data Processing Agreement between a data controller (such as You) and a data processor (such as Celigo) that governs the processing of Personal Data. The DPA regulates any Personal Data Processing.

“Fees” means fees quoted to You.

“Feedback” means suggestions regarding features, functionality, modifications, enhancements, improvements, or performance of Celigo services or products.

“Force Majeure Event” means cause beyond the reasonable control of an affected party (including, without limitation, pandemic (e.g. COVID-19), war, wind, natural disaster, lightning, fire, earthquake, flood, hurricane, riots, tsunami, Internet service provider failures or delays, denial of Internet service attacks).

“GDPR” means Regulation (EU) 2016/679 together with applicable legislation implementing or supplementing the same or otherwise relating to the processing of Personal Data of natural persons, each as amended and including any substantially similar legislation that replaces it.

“HIPAA” means the The Health Insurance Portability and Accountability Act of 1996 of the United States.

“HIPAA Data” means any patient, medical or other protected health information (PHI or ePHI) regulated and defined by the Health Insurance Portability and Accountability Act, as amended and supplemented or similar federal or state laws, rules or regulations.

“Incident” means a breach of security or Section 12 (Confidential Information) (except Customer Process Data that leverages unencrypted endpoints)leading to accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access to Your Personal Data, or Customer Process Data, in Celigo’s possession, custody, or control. “Incident” does not include unsuccessful attempts or activities that do not compromise the security or confidentiality of Your Personal Data, or Customer Process Data, including, without limitation, unsuccessful log-in attempts, pings, port scans, denial of service attacks, and other network attacks on firewalls or networked systems.

“Identifiers” means recognizable or distinguishing names, servicemarks, logos, identifiers, trademarks, symbols, words, phrases, designs, or a combination of these items that identify the source of goods or services.

“Insolvency Proceeding” means bankruptcy or insolvency proceeding.

“Intellectual Property” means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights.

“Issue” means a single reproducible problem affecting the features and functionality of the Services.

“Losses” means damages, attorney fees, expert witness fees, and litigation costs.

“Malware” means without limitation, viruses, worms, time bombs, Trojan horses, and other malicious code, files, scripts, agents, or programs. “Malware” does not include programs used by Celigo to terminate or suspend Your access to Services when You (a) violate Section 7 (Acceptable Use)or Services use restrictions detailed in the Documentation or these Terms, or (b) exceed the Subscription Period.

“Marketplace” means the library of prebuilt Celigo and third party applications, products, or services (“iPaaS Integration Apps”) (i.e. templates, common business tools, and Business Process Automations) located at https://www.celigo.com/integration-marketplace/

“Outsourced Providers” means third parties to whom You or Your Affiliates outsource information technology functions.

“Personal Data” means all data and information that constitutes “personal information,” “personal data,” “personally identifiable information,” and any comparable terms, as those terms are defined under applicable Data Protection Legislation and the CCPA.

“Post” means post, upload, share, submit, email, provide, transmit, or publish.

“Price List” means the official Celigo list Fees for its Services.

“Process” means any operation or set of operations performed upon Your Personal Data, whether by automatic means, including collection, recording, organization, use, transfer, disclosure, storage, manipulation, combination, and deletion of Your Personal Data.

“Professional Services” means implementation, configuration, education, or operational or technical consulting related to the Software. “Professional Services” does not generally include development of Software and/or Intellectual Property for the customer.

“Proof of Entitlement” means a record (i.e. invoice, payment receipt, confirmation, license certificate or key, or product) of the SKUs, types, quantities, and other use metrics of Your purchases from Celigo.

“Quote” means an enrollment or ordering document.

“Representatives” means a party’s employees or independent contractors.

“Services” means collectively the Site, products, services (including Professional Services, Subscription Services), Support, and other properties Celigo owns or operates.

“Site” means Celigo websites (including https://www.celigo.com/, https://integrator.io/, https://www.cloudextend.io/, and the Celigo Community accessible at https://docs.celigo.com/hc/en-us/community/topics).

“Software” means Celigo-branded software, releases, tools and utilities.

“SOW” means a statement of work issued by Celigo that describes the Professional Services.

“Subscription Period” means the duration of Your Subscription Services specified in a Quote, commencing on the start date, and continuing up to the renewal date or end date.

“Subscription Services” means Celigo-branded software-as-a-service integration platform and personal productivity applications, including Software or downloadable related applications made available to You via the Internet from computer equipment owned or operated by or for Celigo.

“Support” means telephone, email, chat, or web assistance in the resolution of an Issue You report to Celigo.

“Taxes” means all transaction taxes, including foreign withholding taxes, and local, state, provincial, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added taxes, excise, use, goods and services taxes, consumption taxes.

“Terms” means the Terms of Service, which Celigo may refer to as Service Subscription Agreement or Enterprise Service Subscription Agreement (“SSA”) in other Celigo documents incorporated into, or made part of, these Terms.

“Third-Party Products” means software, code, applications, services, products, files, or data from Third-Party Providers.

“Third-Party Providers” means Celigo licensors or suppliers.

“UK GDPR” means the retained Regulation (EU) 2016/679 in the United Kingdom, as incorporated by the European Union (Withdrawal Act 2020) and amended by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019 (as amended by The Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2020), each as amended and including any substantially similar legislation that replaces it.

“You”, “Yourself”, and “Your” means a natural person or entity that is the customer, end user, or user of Services.

“Your Personal Data” means Personal Data that You provide or make available to Celigo, or that Celigo otherwise Processes on Your behalf, in each case, in connection with the provision of or as a part of the Services pursuant to these Terms at any time until the expiration or termination of the Terms or the Services.


  1. CHANGES TO THESE TERMS

Celigo reserves the right to modify these Terms. Celigo will post the most current version of these Terms at the Site. Your continued use of Services after Celigo publishes or notifies You about Celigo’s changes to the Terms means You consent to the updated Terms.

Notwithstanding the foregoing, if You enter into a paid transaction, the Terms existing on the effective date of Your Quote will govern until the Services expire or renew, after which the then-current Terms apply to any renewals.


  1. YOUR ACCOUNT

Certain aspects of the Services may require You to obtain an account by completing a registration form, selecting a data center, and designating Credentials. When registering with Celigo You must: (a) provide true, current, accurate, and complete information about Yourself on the registration form and (b) maintain such information so it continues to be true, current, accurate, and complete.

You are entirely responsible and liable for all information You Post via the Services, and all activities occurring under Your account.

You are responsible for maintaining the confidentiality of, and You agree not to share or transfer account Credentials. Celigo will not be liable for Losses You incur relating to Your non-compliance with this Section 3. Only You may use Your Celigo account. If You become aware of unauthorized use of the Services or Your account, or have questions about Your account, contact Celigo Support.

If an entity (e.g. employer) provided You with Your account, this entity has rights to Your account and may: (a) manage Your account (including suspending or canceling); (b) reset Your password; and (c) view Your usage and data, including how and when Your account is used.


  1. ELECTRONIC COMMUNICATIONS

Electronic Notices; Emails.

By registering an account with Celigo or purchasing or signing up for Services, You understand and agree that Celigo may send (including via email) You information regarding the Services, such as: (a) notices about Your use of the Services, including use violations; (b) updates to the Services and new features, functionalities, services, or products; (c) promotional information regarding Celigo or third party products and services; and (d) Proof of Entitlements. You may unsubscribe from promotional information by following the instructions in the notices. If You don’t consent to receive notices (other than promotional information) electronically, stop using the Services.

Electronic Signatures.

Each party agrees that the electronic signatures, whether digital or encrypted, of the parties included in the Terms, Quotes, SOWs, and other contracts governed by, incorporated into, and made part of these Terms, are intended to authenticate the writing and to have the same force and effect as manual signatures. Delivery of the Terms, Quotes, SOWs, and other contracts, bearing an original manual or electronic signature by facsimile transmission (including a facsimile delivered via the Internet), by electronic mail in “portable document format” (“.pdf”) or similar format intended to preserve the original graphic and pictorial appearance of a document, or through the use of electronic signature software (e.g. DocuSign, AdobeSign, HelloSign) will have the same effect as physical delivery of the paper document bearing an original signature.


  1. SECURITY AND PRIVACY

Celigo Security.

To provide You the Services under the Terms, and in the processing of Customer Data and Customer Process Data, taking into account the state of the art, the cost of implementation and the nature, scope, context and purposes of processing the Customer Data and Customer Process Data, Celigo will implement and maintain appropriate technical and organizational measures to ensure a level of security of the Processing of Customer Data and Customer Process Data appropriate to the risk and in accordance with industry standards. In the event of a security Incident defined by Applicable Laws as reportable to authorities, Celigo will notify You, or the owners of Personal Data or Personal Information You have custody of, in accordance with Applicable Laws. For Customer Process Data, Celigo will notify You, for You to notify any affected persons.

Your Security Responsibilities.

You are responsible for:

(a) ensuring the use of secure FTP services or endpoints for Your security and privacy requirements, including, but not limited to, API endpoints and FTP transfers, that Your integrations interact with via Celigo Tools and processes. (Specifically, You are responsible for (A) ensuring encryption for the Customer Process Data flowing to or from the endpoint, to or from Celigo service data center, and (B) selecting an appropriately encrypted endpoint).

(b) managing the access to the Celigo Tools used and ensuring appropriate role-based access.

(c) notifying Celigo at [email protected] if You detect or suspect a security Incident related to integrator.io.

(d) Ensuring that any Payment Card Data (as defined in PCI-DSS) is tokenized data only (no PAN or other PCI sensitive data as defined by PCI-DSS.

(e) Ensuring you have executed a BAA before initiating the Processing of any HIPAA PHI or ePHI.

(f) Ensuring you have executed a DPA before initiating the Processing of any Personal Data where a DPA is required by Data Protection Legislation.

Celigo Privacy Policy.

You acknowledge Your use of the Services is subject to the Celigo Privacy Policy, and You agree to the Celigo Privacy Policy. The Celigo Privacy Policy identifies how Celigo collects, stores, protects, and uses certain information collected about You to operate and provide the Services.

DPA.

To the extent required by Data Protection Legislation, including GDPR and UK GDPR, and United States privacy laws, including CCPA, the parties will execute Celigo’s DPA (provided to You upon request) in order for Celigo to lawfully Process Personal Data that (a) belongs to residents of the European Union, the European Economic Area and/or member states, United Kingdom, Switzerland, and United States, and (b) You are the controller (defined in Data Protection Legislation) of. If the parties enter into a DPA, You shall submit to Celigo for Processing only the Customer Process Data specified in the DPA.

Aggregated Data.

Celigo will be free (during and after the expiration or termination of the Terms or the Services), without obligation to You, to collect, develop, create, extract, compile, synthesize, analyze, use, and/or commercialize, or share with third parties, Aggregated Data for any purpose, subject to any restrictions imposed by applicable Data Protection Legislation or United States privacy laws.

Credentials.

In providing Support or Professional Services, or allowing You to use features designed to interoperate with iPaaS Integration Apps, Celigo may need access to Your Credentials. If You agree to reveal to Celigo Your Credentials, You shall provide Credentials with sufficient permissions via a secure Enterprise Password Management System for Celigo Representatives to install and/or configure Subscription Services for all applications integrated, perform Support obligations, or allow access to iPaaS Integration Apps or other accounts on the Subscription Services. Upon providing Your Credentials to Celigo, You grant Celigo permission to access Your accounts to perform the actions mutually agreed. You acknowledge and agree there are risks in giving Celigo access to Credentials, including but not limited to damage, loss, or destruction to Your hardware, software, files, data (including Customer Process Data and Customer Data), or environments (technical, network, systems, servers, or computer), which may occur during, or as a result of, having access to Credentials. You acknowledge and agree that (a) Section 19 (Indemnification) on Celigo Indemnification does not apply to Claims involving Your Credentials, and (b) TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL CELIGO’S AND ITS AFFILIATES’ TOTAL AND CUMULATIVE LIABILITY, FOR ALL CLAIMS OF ANY NATURE ARISING OUT OF OR RELATED TO YOUR CREDENTIALS EXCEED THE GENERAL LIABILITY CAP (DEFINED IN SECTION 20 (LIMITATION OF LIABILITY).


  1. LICENSE

Subscription Services.

Subject to these Terms, Celigo grants You a worldwide, non-exclusive, non-transferable, non-assignable (except as set forth in Section 23 (Miscellaneous)), and non-sublicensable license to access and use the Subscription Services identified in a Quote solely to support the internal business operations of You and Your Affiliates for the Subscription Period according to these Terms and the Documentation. Celigo reserves all rights not specifically granted.

Evaluation.

If You use the Subscription Services for evaluation, internal testing, free trial, or proof of concept, without paying Celigo Fees, Celigo grants You a revocable, worldwide, non-exclusive, non-transferable, non-sublicensable, and non-assignable (except as set forth in Section 23 (Miscellaneous)) license to access and use the Subscription Services identified solely for Your own non-production, internal evaluation to test the Subscription Services according to the Documentation (“Evaluation Right”). Each Evaluation Right shall be for the Subscription Period mutually agreed by the parties at the commencement of the Evaluation Right, but if the parties do not specify a Subscription Period in a Quote, the Subscription Period shall not exceed thirty (30) days, subject to Celigo’s right to terminate the Evaluation Right in its sole discretion at any time. The Evaluation Right will be at no Fees, unless You exceed the Subscription Period or scope of the Evaluation Right, or do not comply with these Terms or the Documentation. Your Evaluation Right may be limited in functionality and features, and Celigo may change the limits at its sole discretion without notice. You acknowledge and agree that (a) Celigo provides Evaluation Rights “AS IS” with no warranties or Support, (b) Section 19 (Indemnification) on Celigo Indemnification does not apply to Evaluation Rights, and (c) TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL CELIGO’S AND ITS AFFILIATES’ TOTAL AND CUMULATIVE LIABILITY, FOR ALL CLAIMS OF ANY NATURE ARISING OUT OF OR RELATED TO THE EVALUATION RIGHT EXCEED ONE HUNDRED UNITED STATES DOLLARS ($100).


  1. ACCEPTABLE USE

You must not: (a) conduct activity designed to overload, harm, impede the normal functioning, damage, disable, overburden, or impair the Services (or network connected to the Services); (b) make generally available to third parties as a billable service, resell, redistribute, package, repackage, sell, rent, sub-rent, lease, sub-license, sublease, encumber, or otherwise transfer the Services or any part of it; (c) use unauthorized means to modify, reroute, or gain access to the Services (e.g. hacking, password mining) or attempt to carry out these activities; (d) use a malicious automated process or service (such as Malware bots, scripts, data gathering or extraction methods, spiders, or periodic cachings of information stored by Celigo) to access or use the Services, or accounts, computer systems, or networks connected to the Services; (e) violate the allocations and amounts, and the features and functionality provided in a Service; (f) use the Services to violate Applicable Laws or distribute Malware (You specifically agree not to upload files or Customer Process Data to Subscription Service for Celigo to Process that are infected with Malware); (g) distribute, Post, or use Content You don’t have the right to (i.e. securities violations, under contractual or fiduciary relationships (e.g. non-disclosure agreement breach) or is illegal (i.e. violates or infringes the Intellectual Property rights or the privacy or publicity rights of any natural person or entity (e.g. attempt to obtain unauthorized access to Services, or Celigo’s or Third-Party Providers’ accounts, systems, networks, servers, computers, or databases)); harm minors (e.g. child pornography); mine information to obtain Personal Information or Personal Data; discredit or disparage Celigo, Celigo Affiliates, Third-Party Providers, or a third party)); (h) disclose, conduct, perform, publicly display, publish, or republish the results of benchmark, performance, comparison, or competitive tests or analysis involving the Services for any reason or purpose without Celigo prior written approval; (i) reverse-engineer (including reverse compiling to ensure interoperability), decompile, disassemble, modify, translate, or make any attempt to discover or gain access to the source code, source files, underlying algorithms of Celigo Intellectual Property, or structure of all or any portion of Services, or create derivative works from Services; (j) violate Celigo’s copyright fair use policy (Section 11 (Copyright Complaints and Removal Policy); (k) forge TCP/IP packet or email headers or manipulate Celigo’s or a third party’s Identifiers or message or newsgroup posting in order to disguise the origin of Content; (l) Post Content that contains misrepresentations to the Site; (m) Post unsolicited or unauthorized advertising, promotions, junk mail, spam, chain letters, class action lawsuits, charitable appeals, pyramid schemes, or other solicitations to the Site; (n) impersonate a natural person, including a Celigo Representative, or misrepresent Your affiliation with a natural person or entity; (o) use meta tags or “hidden text” with Celigo’s or Third-Party Providers’ Identifiers; (p) remove Celigo proprietary or copyright notices from the Services; (q) reproduce the Subscription Services, or any component thereof; (r) build a similar or competitive product or service; or (s) use a Service in any manner not authorized by the Terms.

To the extent required by Applicable Laws, Celigo will make available to You information reasonably required to ensure Services interoperability (such information considered Confidential Information and subject to Section 12 (Confidential Information)) with Your independently managed products or services, upon Your written request identifying relevant details of the products or services which interoperability is sought and the information needed, provided that You first pay Celigo any outstanding Fees.

Celigo retains the right to block, delete, or otherwise prevent delivery of any file, email, or other communication to or from the Services.

You agree to comply with Services use restrictions detailed in the Documentation for the specific Services.

Integrator.io.

With respect to Your use of integrator.io, You agree that You are responsible for (a) the establishment and termination of user accounts within integrator.io, or management of the OpenID connect based Single Sign On (“SSO”) environment; (b) keeping Your Credentials secure for integrator.io; (c) rotation of end point API access tokens or Credentials; (d) ensuring the supervision, management, and control of the use of Celigo Services by Your Representatives; (e) reviewing notifications from Celigo about changes to integrator.io; (f) any resources created with integrator.io; (g) backing up data, including Customer Process Data and Customer Data, within Your software as a service (“SaaS”) endpoints integrator.io is connecting to; (h) developing Your own disaster recovery and business continuity plans that address the inability to access or utilize Celigo Services; (i) notifying Celigo at Email: [email protected] if You detect or suspect a security Incident related to integrator.io.

Content.

Ownership. You agree that You are either the original owner of Content You Post to the Site or Services, or You have the necessary rights and permissions to authorize Celigo to use or processYour Content. You agree to provide Celigo evidence of such rights and permissions if Celigo requests.

Back-up. You are responsible to back-up Your Content. Celigo is not a Content-archiving service and does not sell Content storage services. If Applicable Laws prohibit exclusion of liability for lost Content, Celigo will only be liable for cost of commercially reasonable and customary efforts to recover the lost Content from Your last available back-up.

Site.You are solely responsible for the Content You Post to the Site, and the consequences thereof. You grant Celigo and Celigo Affiliates a royalty-free, fully-paid, transferable, sublicensable, irrevocable, worldwide, nonexclusive license to make, have made, sell, use, disclose, reproduce, modify, make derivative works based upon, distribute, perform and display the Content You Post to the Site. For clarity, Content does not include Customer Processed Data. You grant Site users a royalty-free, fully-paid, transferable, sublicensable, irrevocable, worldwide, nonexclusive license to make, have made, sell, use, disclose, reproduce, modify, make derivative works based upon, distribute, perform and display the Content You Post to the Site, subject to these Terms. Once You Post Content to the Site, the Content becomes public, and is not protected as Confidential Information under Section 12 (Confidential Information). Celigo does not promise to archive, retain, or store Content on the Site for any length of time. You are responsible for keeping a back-up of Content You Post on the Site.

Permitted Third Party Usage.

You may permit Your Affiliates, and Outsourced Providers to use the Services provided that: (a) You provide prior written notice to Celigo of the names and contact information of the Affiliates, and Outsourced Providers (b) the Affiliates and Outsourced Providers shall only use and/or operate the Services, in accordance with the rights granted herein and Services use restrictions (including Section 7 (Acceptable Use) and Section 24 (Specific Services Terms)), (c) the actual usage of Services by You, Your Affiliates, and Outsourced Providers, in aggregate shall not exceed the Proof of Entitlement You purchased, (d) You shall ensure that Your Affiliates and Outsourced Providers are aware of and comply with these Terms and the Documentation; and (e) You shall be responsible for the acts and omissions of Your Affiliates’, and Outsourced Providers’ use of the Services.

License by You to Host and/or Process Customer Process Data and Customer Data.

You own all right, title, and interest to Customer Process Data. You are solely responsible for the accuracy, completeness, appropriateness, quality, and legality of all Customer Process Data and Customer Data, and for obtaining all rights related to Customer Process Data required for Celigo to perform the Services. You hereby grant Celigo, Celigo Affiliates, and their Representatives a worldwide, fully paid, royalty-free, transferable, sub-licensable, non-exclusive license and right to use, reproduce, host, copy, Process, transmit, distribute, modify, translate, and create derivative works of Customer Process Data and Customer Data, and run, or display Customer Process Data and Customer Data, and any program code created by or for You using the Services (a) as necessary for Celigo to provide the Services, perform Agreement obligations, and exercise Celigo’s rights, titles, and interests under this Agreement; (b) as necessary to provide Support, address Services issues and requests, or enhance, maintain, or improve the Services; (c) as required by Applicable Laws; (d) as requested by You; or (e) to investigate or address a security Incident.


  1. SUSPENSION AND TERMINATION OF SERVICES

Celigo may suspend or terminate the Services at any time, in its sole discretion, if Celigo reasonably believes in good faith You are in violation of the Terms or Applicable Laws, and Your material breach cannot be cured within 30 days.


  1. CELIGO PROPRIETARY RIGHTS

All contents of the Site and Services, including but not limited to logos, designs, text, software, technical drawings, configurations, graphics, files, icons, images, audio clips, and their compilation (meaning the selection, collection, assembly, arrangement) and Celigo Confidential Information belong to Celigo, and/or its Third-Party Providers or Celigo Affiliates.

Celigo or its Third-Party Providers or Celigo Affiliates own and reserve all right, title, and interest in and to the Services and all hardware, software, and other items used to provide the Services, other than the rights expressly granted to You to use the Services and Celigo Confidential Information. No title to, or ownership of, Intellectual Property or proprietary rights related to the Services or Celigo Confidential Information is transferred to You pursuant to these Terms.

You shall not copy the Site, or any part of the Site.

Feedback.

In the event You make Feedback that Celigo adopts for its products or services, such Feedback shall be deemed automatically assigned under these Terms to Celigo, and become the sole and exclusive property of Celigo. Prior to submitting Feedback to Celigo, You agree to obfuscate Your Personal Data or Personal Information, and Confidential Information.

Celigo Identifiers.

“Celigo” and the Celigo logo are registered trademarks of Celigo, Inc. in the United States and other countries. “Integration App”, “Integrator”, “SmartConnector”, and “integrator.io” are unregistered trademarks of Celigo, Inc. in the United States and other countries. All other trademarks, service marks, registered trademarks, or registered service marks are the property of their respective owners.

This Section 9 (Celigo Proprietary Rights) survives expiration or termination of the Terms or the Services.


  1. THIRD-PARTY PRODUCTS, CONTENT, WEBSITES; MARKETPLACE

Third-Party Products.

The Services may include Third-Party Products. Celigo grants You the specific rights the Third-Party Providers provide Celigo in the Third-Party Products.

Site User Content.

Celigo generally does not review or endorse Content Posted by Site users. Celigo does not support, or make promises on the reliability of, views, opinions, recommendations, or advice in Site user Content. You agree Celigo shall not be responsible for Your use of Site user Content, including Your exposure to such Content.

Third Party Websites.

The Site provides links to third party websites for Your convenience. Celigo makes no representations or endorsements, and is not responsible for the reliability of statements made on third party websites. You access such third party websites at Your own risk.

Marketplace.

Celigo may provide You with access to the Marketplace. You acknowledge that iPaaS Integration Apps purchased or used by You through the Marketplace may be provided by third parties and not Celigo. Celigo makes no endorsements, representations, or warranties (including representations or warranties regarding compliance with Applicable Laws) regarding such third party iPaaS Integration Apps. You may need to enter into a relationship or agreement directly with the third parties for such iPaaS Integration Apps. iPaaS Integration Apps purchased or used through the Marketplace may be governed exclusively by third party terms and conditions You agree with the third parties, not by these Terms. Celigo does not provide advice, Services, or Support with respect to the iPaaS Integration Apps not built by Celigo, even when purchased or used from the Marketplace.

If You install or enable the iPaaS Integration Apps, for use with the Subscription Services, You grant Celigo permission to allow the third party provider of the iPaaS Integration Apps to access Customer Data, Customer Personal Information or Personal Data, or Customer Process Data, as required for the interoperation of the iPaaS Integration Apps with the Subscription Services. Celigo is not responsible

for disclosure, modification, or deletion of data resulting from access by iPaaS Integration Apps.

Subscription Services may contain features designed to interoperate with iPaaS Integration Apps. To use such features, You may be required to obtain access to iPaaS Integration Apps from third party providers, and may be required to grant Celigo Credentials to access Your accounts on the Subscription Services.

If the third party providers of iPaaS Integration Apps cease making the iPaaS Integration Apps available for interoperation with Subscription Services features on terms acceptable to Celigo, Celigo may cease providing the features.


  1. COPYRIGHT COMPLAINTS AND REMOVAL POLICY

Celigo respects the Intellectual Property of others and will respond to alleged copyright infringement notices that comply with Applicable Laws.

Celigo reserves the right to close Your accounts or remove information alleged to violate copyright laws or these Terms.

Report alleged copyright violations to: Attn: Copyright Agent, Celigo, Inc., 1820 Gateway Drive, #260, San Mateo, CA 94404, Email: [email protected]


  1. CONFIDENTIAL INFORMATION

Customer Data and Customer Process Data Disclosures.

You agree to disclose to Celigo and its Third Party Providers only Personal Information, Personal Data, Customer Data, and Customer Process Data in which You have obtained consent from data subjects (identified or identifiable natural persons), or otherwise have the right to disclose to Celigo for Processing.

HIPAA Data.

Unless the parties execute a BAA that is incorporated by reference into, and made part of, these Terms: (a) You agree not to upload to the Subscription Services any HIPAA Data, and (b) Celigo will have no liability for HIPAA Data, notwithstanding anything to the contrary in the Terms, HIPAA, or Applicable Laws. If You are permitted by the BAA to submit HIPAA Data to the Subscription Services, then You may submit HIPAA Data to the Subscription Services only by uploading it as Customer Process Data.

Protection.

Both parties agree to: (a) treat each party’s Confidential Information with the same degree of care a party treats its own Confidential Information, but not less than reasonable care; (b) use each party’s Confidential Information only in connection with these Terms and the Services; and (c) only share Confidential Information with Representatives and Affiliates who have a need to know to carry out these Terms or as needed for the Services, and signed a non-disclosure agreement to treat Confidential Information as confidential or have confidentiality obligations (e.g. professional responsibility rules) no less restrictive than this Section 12 (Confidential Information).

Compelled Disclosures.

If the receiving party is requested or compelled by Applicable Laws to disclose the disclosing party’s Confidential Information (“Compelled Disclosure”), the receiving party’s disclosure of such Confidential Information shall not constitute a breach of these Terms provided that the receiving party gives the disclosing party prompt written notice, unless notice is prohibited by Applicable Laws, so that the disclosing party may attempt to seek an appropriate remedy. The receiving party shall (a) disclose only that portion of the Confidential Information necessary to comply with Applicable Laws, (b) assert the privileged and confidential nature of Confidential Information against the third party seeking disclosure; (c) reasonably cooperate with disclosing party to protect against disclosure and/or obtain a protective order narrowing the scope of the Compelled Disclosure at disclosing party’s expense; and (d) continue to treat Compelled Disclosures as confidential in other respects.

Confidential Information Return.

Confidential Information always remains the property of its owner. Upon termination or expiration of the Terms, or upon written request of the disclosing party, the receiving party shall promptly return to the disclosing party or destroy, to the extent commercially and technically feasible, all tangible materials (e.g. notes) and copies thereof, containing the Confidential Information, except the receiving party may retain copies of disclosing party’s Confidential Information (a) stored electronically on data archives or back-up systems or (b) to comply with Applicable Laws applicable to the receiving party, provided that such copies shall be subject to the terms of these Terms while in receiving party’s possession.

This Section 12 (Confidential Information) survives expiration or termination of the Terms or the Services.


  1. SUPPORT AND SERVICES UPDATES

Celigo describes its Support options at https://www.celigo.com/agreements/support-policies-2022-07/, which Celigo may update at its sole discretion.

Celigo may end of life Services and related Support, add or remove functionalities or features, or suspend or stop the Services and Support altogether, (a) without notice for Services and Support Celigo provides for no Fees, (b) with notice according to the life cycle for the specific version or release of the Services and Support Celigo provides for a Fee, subject to Celigo continuing to provide Services and Support according to a Quote until the Subscription Period end date.


  1. PROFESSIONAL SERVICES

SOW.

You may receive Professional Services, as further described in a mutually agreed SOW or Quote. Each SOW or Quote will include: (a) a description of the services, (b) a Fee for the services. The Fee will be as follows: (a) for Time and Materials, an hourly rate and the estimated number of hours; (b) for Fixed Price, a total Fee. Expense reimbursements, when applicable, will be in addition to the Fee. Celigo will perform Professional Services with Representatives under Celigo’s sole direction.

Resources.

Resources for Professional Services shall be mutually agreed no later than ten (10) business days prior to the Professional Services start date. You shall provide resources as reasonably necessary for Celigo to timely complete the Professional Services.

Changes or Delays.

If You request changes to a SOW or cause delays in the completion, additional Fees may apply, including (a) Fees for additional hours to transfer information, or re-plan or re-start the Professional Services, or (b) a Re-engagement Fee, calculated at 15% of the total fixed Fees estimated under a SOW. If You cause delays in the completion by more than ten (10) business days, Celigo may terminate the SOW or Quote for cause under Section 17 (Duration; Termination).

Celigo Materials.

Celigo shall own all rights, title and interest in and to the Documentation, templates, training materials, recordings, notes, drawings, designs, inventions, systems, processes, development, discovery, work of authorship, equipment, methods, and other items (collectively the “Celigo Materials”), including enhancements, improvements, and derivatives, Celigo may provide You as part of the Professional Services (includ