A free 12-month subscription (“Free Subscription”) of CAST Imaging on Cloud SaaS Services is granted to Universities as defined hereafter only under the following Terms and Conditions (the “Terms”).
These Terms are entered between CAST S.A. a French Société Anonyme, whose registered office is located at 3, rue Marcel Allégot, 92190 Meudon, France, registered with the Nanterre Trade and Companies Register under the number 379 668 809 (“CAST”) and the current student (to the exclusion of alumni) or professor of an eligible post-secondary educational institution (the “University”) who will be accessing and using CAST Imaging on Cloud for a Free Subscription (the “End User”), for the purpose of granting End User a Free Subscription of CAST Imaging on Cloud, as set forth below. For the purposes of the Terms, CAST and End User are referred to individually as a/the "Party" and collectively as the "Parties".
The Free Subscription is described at the following URL: https://www.castsoftware.com/cast-imaging-for-universities and CAST Imaging on Cloud at the following URL: https://castsoftware.com/imaging.
By registering for the CAST Imaging on Cloud Free Subscription for Universities and clicking on “I have read and agree to the CAST Imaging on Cloud Free Subscription for Universities Terms and Conditions”, End User agrees to the following terms:
1. Granted rights on CAST Imaging on Cloud
1.1 Limited Subscription: Subject to the terms of these Terms, CAST grants End User a limited, non-exclusive, non-transferable and non-sublicensable right to access and use CAST Imaging on Cloud (“Subscription”), at no charge, for the term set out in Section 4 below and for the only purpose of testing, training, working on University projects or research in a non-production environment , excluding any right to use CAST Imaging on Cloud for business purposes, to analyze applications in production or to provide services to third parties. End User can (i) navigate into the CAST Generated Data of one (1) pre-loaded sample application and (ii) analyze any number of applications (comprising up to 1,050,000 lines of code) and navigate into the CAST Generated Data of such applications, being understood that End User can only analyze and navigate into one (1) application at a time (the previously analyzed applications and their CAST Generated Data have to be deleted by End User).When using the Free Subscription, some of the CAST Generated Data are hidden to End User. “CAST Generated Data” means the results of the analysis of applications’ inner workings generated by CAST Imaging on Cloud and displayed through a web portal. End User must comply with the following technical requirements and acknowledges that failure to do so will result in the access to CAST Imaging on Cloud not being provided: End User must download, install and run (execute) an analyzer named CAST Imaging Analyzer to analyze an application and then upload the results to the web portal, using the procedure defined by CAST. Other technical requirements, particularly browsers and standard supported operating systems are available at the following URL: https://doc.castsoftware.com/imagingoncloud/faq.
1.2 Restrictions: End User shall not and shall not allow any third party to (i) modify, copy, or otherwise reproduce CAST Imaging on Cloud in whole or in part; (ii) permit access to CAST Imaging on Cloud through Internet links, frames, or content mirrors (other than through End User’s or University’s own intranet system) or attempt to gain unauthorized access to CAST Imaging on Cloud or related systems or networks; (iii) translate, modify or create a derivative work of any part of CAST Imaging on Cloud or otherwise create a competing service by using CAST Imaging on Cloud; (iv) sell, resell, rent, lease, transfer, assign, distribute or otherwise commercially exploit CAST Imaging on Cloud or make any CAST Generated Data available to any third party except as permitted in the Terms; (v) disassemble, decompile, reverse engineer or otherwise attempt to discover the source code or underlying ideas or algorithms embodied in CAST Imaging on Cloud; (vi) interfere with or disrupt CAST Imaging on Cloud or the CAST Generated Data therein or (vii) use CAST Imaging on Cloud for any unlawful purpose. End User shall immediately notify CAST if it becomes aware of any breach or threatened breach of the provisions of this Section 1.2.
2. Intellectual Property. CAST owns all rights including intellectual property rights of CAST Imaging on Cloud and its documentation, except third-party components as listed at the following URL: https://doc.castsoftware.com/imagingoncloud/open-source/. All rights in CAST Imaging on Cloud not expressly granted to End User in the Terms are reserved to CAST and, where applicable, its licensors. End User shall make sure before using CAST Imaging on Cloud to analyze any application that such usage is not prohibited by the owner of the relevant application. End User shall indemnify CAST against all costs and expenses in the event of any third party claim brought against CAST arising in connection with the use by End User of CAST Imaging on Cloud with an application owned by such third party.
3. Privacy and Security. CAST, as the operator of CAST Imaging on Cloud, collects, has access to and analyzes information collected from, submitted by, or entered by or on behalf of End User (“End User Data”) and CAST Generated Data. End User has sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all End User Data. End User grants CAST the right to host the End User Data and the CAST Generated Data solely for the purposes of operating CAST Imaging on Cloud for the benefit of End User pursuant to the Terms. CAST undertakes to maintain adequate technological and procedural security measures in accordance with generally accepted IT industry practice. End User is responsible for maintaining the confidentiality of its user identification(s) and password(s). The user identifications and passwords are strictly personal and attached to each individual identified by End User as a user.
4. Term and Termination. The Terms are effective for the Subscription term which is a twelve (12)-month period from the date on which the form for End User to request the Free Subscription is filled, unless terminated earlier in accordance with the provisions herein. Each Party may terminate the Terms, subject to five (5) days' written notice, in the event of a material breach by the other Party of its contractual obligations, if the defaulting Party has not remedied such breach within the aforementioned period of five (5) days. In addition, each Party may, upon giving five (5) days written notice to the other Party, terminate the Terms at any time for convenience. In the event of expiry or termination of the Terms, End User shall: (i) immediately cease using CAST Imaging on Cloud and (ii) uninstall / delete and permanently erase CAST Imaging Analyzer and any copy thereof. The expiry or termination of the Terms shall not terminate any rights acquired by either Party under the Terms prior to its expiry or termination or which by their nature are intended to survive its expiry or termination, including without limitation provisions relating to confidentiality, disclaimers, intellectual property rights, liability and this paragraph.
5. Confidentiality. Each Party may have access to information (in any form) that relates to the other Party which is identified by the disclosing Party as confidential or reasonably understood to be confidential (“Confidential Information”). The receiving Party agrees that Confidential Information may only be used for the purposes set out in the Terms and that it shall protect Confidential Information in the same manner that it protects its own similar confidential information, but in no event using less than a reasonable standard of care. The receiving Party shall (i) limit access to the Confidential Information of the other Party to those of its employees, affiliates’ employees, advisors and subcontractors, who have a need to know for the purpose of performing its obligations under the Terms (hereafter referred to as “Representatives”) and (ii) make sure that each Representative to whom such Confidential Information is disclosed is bound by obligations of confidentiality substantially similar to those defined herein. The receiving Party will be fully responsible for the breach of confidentiality obligations by its Representatives. Nothing in the Terms prohibits or restricts the use by either Party of information (i) previously known to it without an obligation not to disclose such information, (ii) independently developed by or for it without using Confidential Information, (iii) obtained by it from a third-party which was not, to the receiving Party’s knowledge, under an obligation not to disclose such information, or (iv) which is or becomes publicly available without breaching the obligations of the Terms. This confidentiality obligation shall continue to apply for a period of three (3) years from the expiry or termination of the Terms. CAST retains the right to analyze the software intelligence generated by CAST Imaging on Cloud for product development, feedback, and research; provided that all such data shall be rendered anonymous and used in a strictly confidential manner.
6. Disclaimer. CAST IMAGING ON CLOUD IS PROVIDED "AS IS". CAST DOES NOT PROVIDE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO CAST IMAGING ON CLOUD, INCLUDING BUT NOT LIMITED TO WARRANTIES WITH REGARD TO FITNESS FOR A PARTICULAR USE OR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, NOR THAT CAST IMAGING ON CLOUD WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE, AND CAST HEREBY DISCLAIMS ALL SUCH REPRESENTATIONS AND WARRANTIES.
7. Liability. IN NO EVENT WILL CAST BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT DAMAGES, SUCH AS LOSS OF PROFITS, LOSS OF IMAGE, LOSS OF INVESTMENT, LOSS OF FILES AND DATA, LOSS OF EARNINGS OR SAVINGS. CAST'S LIABILITY UNDER OR IN CONNECTION WITH THE TERMS, FOR ANY REASON AND ON ANY BASIS WHATSOEVER, SHALL BE LIMITED, IN THE AGGREGATE, FOR ALL CAUSES, CLAIMS AND DAMAGES COMBINED, TO €5,000.
8. Miscellaneous. The Terms set forth the entire agreement between End User and CAST with respect to the subject matter of the Terms and supersedes and replaces all prior agreements and understandings, whether oral or written. Any other general and/or specific conditions of either Party are inapplicable and shall be deemed null and void. The Terms may be modified, waived, or amended only by a written document signed by both Parties. If any provisions of the Terms are invalid under any applicable law or court decision, the remainder of the Terms shall remain in full force and effect.
9. Governing Law and Jurisdiction. The Terms shall be governed by the laws of France, without giving effect to any conflicts of laws principles. IF THERE IS A DISPUTE RELATING TO THE CONCLUSION, THE PERFORMANCE OR THE INTERPRETATION OF THE TERMS, THE PARTIES SHALL WORK TOGETHER IN GOOD FAITH FIRST TO RESOLVE THE MATTER AMICABLY. IN THE ABSENCE OF AN AMICABLE SETTLEMENT WITHIN THIRTY (30) DAYS OF NOTIFICATION OF THE DISPUTE TO THE OTHER PARTY BY REGISTERED LETTER WITH ACKNOWLEDGEMENT OF RECEIPT, ANY CLAIM OR DISPUTE ARISING OUT OF OR IN CONNECTION WITH THE TERMS SHALL BE HEARD EXCLUSIVELY BY THE COMMERCIAL COURT OF PARIS.