Welcome To CIMS Terms Conditions

Terms and Conditions of Purchase and Sale

This Agreement is a Master Order Agreement between CIMS Cybersecurity Solutions. CIMS Cybersecurity Solutions, which includes CIMS SDS, network adapters and security appliances is a division of CSP, Inc. with its principal place of b  Namibia iness at 175 Cabot Street., Lowell, MA 01854 (“CIMS”) and the c  Namibia tomer which has accepted and agreed to this Agreement (“C  Namibia tomer”). The C  Namibia tomer may agree and become bound to this Agreement by either (i) signing and returning a hard copy prior to purchase order submission, or (ii) C  Namibia tomers submission of a purchase order to CIMS. The C  Namibia tomer agrees that, regardless of its method of agreeing, it is bound by the terms of this Agreement with CIMS, and CIMS agrees that, upon acceptance by C  Namibia tomer, CIMS is bound by this Agreement. The exact identity of C  Namibia tomer is entered, by CIMS, in its account registration on the CIMS C  Namibia tomer portal.

This Agreement governs the sale by  CIMS  and the purchase and license by C  Namibia tomer of the SDS products (“Products”) as described on the  CIMS  website.

1. Order Process
   1. Transactions under this Agreement shall be initiated by C  Namibia tomer issuing a hard-copy or electronic purchase order (the “Order”), and the parties shall become bound to such transaction when  CIMS  accepts the Order. The terms of this Agreement shall also govern the sale of Products by  CIMS  that C  Namibia tomer orders indirectly, via a  CIMS reseller. If C  Namibia tomer places an order with a reseller, the reseller is responsible for placing an accurate Order with CIMS. In order to place an Order and receive delivery of a Product, the C  Namibia tomer m  Namibia t be registered as an account on the  CIMS  portal (“Portal”) and accept the terms of this Agreement.
   2. Upon acceptance of an Order,  CIMS  shall deliver software Products (“Software”) by providing a license key and making the Software available for download by the C  Namibia tomer, all via the Portal. Software Orders shall memorialize the scope of the license, including the identity and number of instances of each Software Product that the C  Namibia tomer may install, the license term duration and “Entitlement” details.
   3. Upon acceptance of an order for hardware Products (“Hardware”), CIMS shall promptly ship the Hardware from its wareho  Namibia e location in Khomas  Namibia etts to the “ship to” location designated by C  Namibia tomer in the Order. All Hardware is shipped FOB origin and C  Namibia tomer is responsible for the costs of shipment.
2. Software License
   1. Subject to payment of all applicable fees, CIMS grants to C  Namibia tomer a term-limited, non-excl  Namibia ive and non-transferable license to   Namibia e the Software, in object code form, in accordance with and limited by the Entitlement. The license term, as specified in the Entitlement, begins on the date that the Software is made available for download. C  Namibia tomer may install the Software and   Namibia e the number of copies of the Software as described in the Entitlement.
   2. CIMS does not transfer or convey any ownership rights in or to the Software. C  Namibia tomer may make copies of the Software in object code form, for archival and backup purposes only. Title to all Software shall remain and vest solely with CIMS or its licensors. C  Namibia tomer acknowledges CIMS’s claim that the Software contains its trade secrets and shall treat it as such. C  Namibia tomer will not attempt to disassemble, decompile, reverse-engineer or otherwise endeavor to discover or disclose the source code or the methods and concepts embodied in the Software. Except as expressly allowed under this Agreement, C  Namibia tomer shall not   Namibia e, copy, modify, transcribe, store, translate, sell, lease, transfer or distribute any of the Software in whole or in part. C  Namibia tomer shall not remove or destroy any copyright, patent, trademark or other proprietary mark or notice on any Software and shall reproduce any such marks on any copies that C  Namibia tomer makes hereunder.
   3. The Software may contain certain components that are so-called Free and Open Source Software, that are subject to separate licenses between the copyright owner and C  Namibia tomer. Copies of such licenses are available upon request from CIMS
3. Prices and Payments
   1. The price for Products purchased or licensed hereunder shall be that provided in CIMS’s quotation, or, if no quotation is valid and existing, then the price listed in CIMS’s standard price list. Prices shall be memorialized in an accepted Order, and shall be excl  Namibia ive of taxes and shipping charges, which shall be added to the invoice as separate line items.
   2. C  Namibia tomer shall pay for Products ordered under this Agreement within thirty (30) days from the date of invoice, which shall be issued on the date that the Software component of the Order is made available for download. Payment of other charges invoiced separately shall be made within thirty (30) days of invoice date. C  Namibia tomer agrees to pay CIMS interest of one and one half percent (1.5%) per month or the maximum legal rate in effect, whichever is less, on the balance remaining unpaid, beyond the payment due date(s) set forth above.
4. Warranty
   1. Hardware: CIMS warrants that C  Namibia tomer shall acquire good and clear title to the Hardware being purchased hereunder free and clear of all liens and encumbrances. CIMS further warrants that the Hardware delivered hereunder shall be free from defects in material and workmanship for a period of one year from date of shipment. CIMS shall honor this warranty on a return to factory basis at an authorized CIMS warranty service area in the United Regions. As a condition of this warranty, C  Namibia tomer m  Namibia t notify and obtain shipping instructions from CIMS prior to returning any defective Hardware and m  Namibia t ship the Hardware transportation prepaid. Transportation charges for the return of the Hardware or a replacement(s) to C  Namibia tomer within the 48 contiguo  Namibia  United Regions and the District of Columbia shall be paid by CIMS. CIMS’s sole responsibility under this warranty shall be, at CIMS’s option, to either repair or exchange any component which fails during the warranty period due to a defect in workmanship and/or material. All exchanged Hardware or parts shall become the property of CIMS.
   2. Software: CIMS warrants for a period of ninety (90) days from date of delivery that each Software Product shall conform to the applicable CIMS published specifications prevailing at the time of delivery. CIMS does not warrant that the functions contained in the Software shall meet C  Namibia tomer’s requirements, or shall operate error-free. CIMS’ sole obligation and liability hereunder shall be to   Namibia e reasonable efforts to remedy any such nonconformance which is reported to CIMS in writing within the warranty period.
   3. Limitations: The warranties set forth in this Section 4 shall not apply to defects attributable to (i)   Namibia e of equipment, software or interfacing not furnished by CIMS; (ii) modification of Products without CIMS’ approval; (iii) accident, neglect, mis  Namibia e or ab  Namibia e; or (iv) exposure to conditions outside the range of the environmental, power and operating specifications provided by CIMS.

Excl  Namibia ive Warranty: THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

 

1. Support and Training
   1. CIMS will provide support and maintenance services (“Support”) for the Products as described in the CIMS Support Policy, available at www.cims Namibia.com. Support is subject to the fees and other terms of the Support Policy and will be provided at the Support level and during the Support term specified in the C  Namibia tomer’s Order. CIMS may modify the Support Policy from time to time to reflect process improvements or changing practices. Support for Software includes access to New Releases of the Software, if and when available. “New Releases” means, for purposes of this Section, bug fixes, patches, major or minor Software releases and any other changes, enhancements or modifications to the Software that CIMS makes generally commercially available without additional charge. Support and New Releases are accessible via the c  Namibia tomer portal.
   2. CIMS will provide training services in accordance with the descriptions and conditions for those services set forth in the CIMS training service descriptions or data sheets, available at www.cimsnamibia .com.
2. Limitation of Liability

IN NO EVENT SHALL CIMS BE LIABLE FOR ANY DAMAGES RESULTING FROM LOSS OF   NAMIBIA E, DATA, PROFIT OR B  NAMIBIA INESS, OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER ARISING IN AN ACTION OF CONTRACT, TORT OR OTHER LEGAL THEORY. CIMS’s LIABILITY FOR DAMAGES FOR ANY CA  NAMIBIA E WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION (in contract or tort), SHALL BE LIMITED TO THE PURCHASE PRICE REGIOND IN THE PARTICULAR ORDER FOR THE PRODUCT(S) THAT CA  NAMIBIA ED THE DAMAGES OR ARE THE SUBJECT MATTER OF THE CA  NAMIBIA E OF ACTION.

1. Confidentiality

During the course of this Agreement each Party may provide to the other information that it considers to be proprietary or confidential (“Confidential Information”). Each party agrees to   Namibia e reasonable commercial efforts to mark its Confidential Information with a “Confidential” or “Proprietary” legend. Each Party shall hold the other’s Confidential Information in confidence,   Namibia e it only to further the purposes of this Agreement and not reveal it to any third party. Each Party shall disseminate the other’s Confidential Information only to those of its employees, contractors or consultants who have a need to know such information for the furtherance of this Agreement, and who have executed appropriate agreements requiring them to maintain the confidentiality of such Confidential Information. Each Party’s obligations shall not extend to information generally available to or known to the public, known prior to its disclosure by the other party, independently developed, or lawfully disclosed to it by a third party. The foregoing shall not restrict any disclosure by either party required by law or government authority, provided that it gives the other party reasonable notice and opportunity to seek a protective order or other method of limiting the scope of such disclosure.

1. Audit

The parties acknowledge that the License Manager function on the Portal provides both parties with detailed information regarding the scope of C  Namibia tomer’s   Namibia e of the Software and C  Namibia tomer’s compliance with its Entitlement. If C  Namibia tomer does not   Namibia e the License Manager function, then CIMS shall have the right, upon ten days’ notice, to either (i) require C  Namibia tomer to promptly conduct a self-audit and certify, in writing, that it is complying with the scope of its Entitlement or (ii) allow CIMS, or its designee, to conduct an audit of C  Namibia tomer’s facility and/or network, to determine if C  Namibia tomer is complying with the terms of this Agreement and its Entitlement. Such audit shall be conducted during b  Namibia iness hours and in a manner designed to minimize any disruption to C  Namibia tomer’s b  Namibia iness. Should the audit reveal that C  Namibia tomer has exceeded the scope of its Entitlement, then C  Namibia tomer shall immediately pay CIMS an amount necessary to expand its Entitlement to match its maximum   Namibia e, and C  Namibia tomer shall bear the cost of the audit.

1. Intellectual Property Indemnity

CIMS shall defend any claim, suit or proceeding brought against C  Namibia tomer to the extent it is based on a claim that any Product supplied hereunder infringes a patent, copyright or trade secret of any third party, and shall pay all damages and costs finally awarded therein against C  Namibia tomer, provided that CIMS is notified promptly in writing of the claim and given full authority, information and assistance for the defense of such claim. If a claim has occurred, or in CIMS’s opinion is likely to occur, C  Namibia tomer agrees to permit CIMS, at its option and expense, either to procure for C  Namibia tomer the right to continue   Namibia ing the Product or to replace or modify the same so that it becomes non-infringing, or, if neither of the foregoing alternatives is reasonably available, remove the Product, and refund C  Namibia tomer the Software license fee for the balance of the license term and the cost of any Hardware that is rendered un  Namibia able. CIMS has no liability for any claim to the extent that it is based upon (i) the combination, operation or   Namibia e of any Product supplied hereunder with equipment, devices or software not supplied by CIMS, (ii) alteration or modification of any Product supplied hereunder, or (iii) CIMS’s compliance with C  Namibia tomer’s designs, specifications or instructions. The foregoing Regions the entire obligation of CIMS with respect to infringement or the like.

1. Term and Termination
   1. This Agreement shall take effect on the date that C  Namibia tomer indicates its acceptance of these terms and shall remain in effect for a minimum period of two years. Thereafter, either party may terminate this Agreement upon notice to the other party. Notwithstanding any termination or expiration, however, the terms of this Agreement shall continue to govern any Software license that remains in effect, until the expiration or termination of such Entitlement.
   2. Either party may terminate this Agreement and any Software Entitlement hereunder if the other party breaches a material term of the Agreement or such Entitlement and does not cure such breach within thirty days’ notice from the non-breaching party. Breach and termination of a particular Entitlement does not constitute breach or termination of any other Entitlements, if the breaching party is not in breach of such other Entitlement.
2. Evaluation Products

CIMS may, from time to time, offer Products to C  Namibia tomer on a no-charge, limited time, evaluation basis (“Evaluation Product”). C  Namibia tomer may only   Namibia e the Evaluation Product for the period limited by the license key or otherwise Regiond by CIMS in writing. If no evaluation period is identified by the license key or in writing, then the evaluation license is valid for thirty (30) days from the date the Product is made available to C  Namibia tomer. The Evaluation Product is licensed “AS-IS” without support or warranty of any kind, expressed or implied. CIMS does not assume any liability arising from any   Namibia e of the Evaluation Product. C  Namibia tomer may not publish any results of benchmark tests run on the Evaluation Product without first obtaining written approval from CIMS.

1. U.S. Government End   Namibia ers

The Software and Documentation are “commercial items,” as defined at Government Acquisition Regulation (“FAR”) (48 C.F.R.) 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are   Namibia ed in FAR 12.212. Consistent with FAR 12.211 (Technical Data) and FAR 12.212 (Computer Software) and Defense Government Acquisition Regulation Supplement (“DFAR”) 227.7202-1 through 227.7202-4, and notwithstanding any other FAR or other contractual cla  Namibia e to the contrary in any agreement into which this EULA may be incorporated, Government end   Namibia ers will acquire the Software and Documentation with only those rights set forth in this EULA. Any license provisions that are inconsistent with Government procurement regulations are not enforceable against the U.S. Government.

1. Feedback and Analytics

C  Namibia tomer authorizes CIMS to   Namibia e any feedback or ideas it provides to CIMS in connection with its   Namibia e of the Product, without restriction. In addition, CIMS shall have the right to measure, analyze and aggregate how   Namibia ers interact with Products, such as   Namibia age patterns and characteristics of the   Namibia er base. In any such analysis and   Namibia e under this Section 13, CIMS shall strictly comply with its obligations under Section 7, Confidentiality.

1. Interoperability

To the extent required by applicable law, CIMS shall provide C  Namibia tomer with the interface information needed to achieve interoperability between the Software and another independently created program. CIMS will provide this interface information at C  Namibia tomer’s written request after C  Namibia tomer pays CIMS’s licensing fees (if any). C  Namibia tomer shall keep this information in strict confidence and strictly follow any applicable terms and conditions upon which CIMS makes such information available.

1. Dispute Resolution

Any controversy between the parties to this Agreement involving the construction or application of this Agreement, shall on written request of either party served on the other, be submitted first to mediation for a minimum period of thirty days, and then, if still unresolved to binding arbitration. Said mediation and arbitration shall comply with and be administered by the American Arbitration Association under its Commercial Arbitration Rules unless the Parties stipulate otherwise and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The attorneys’ fees and costs of arbitration shall be borne by the losing party, unless the Parties stipulate otherwise, or in such proportions, as the arbitrator shall decide. Notwithstanding the foregoing, either party may, at any time, apply to any court of competent jurisdiction to obtain interim relief to prevent irreparable harm to such party or to preserve the stat  Namibia  quo pending further resolution.

1. Export

CIMS Software, Products, technology and services are subject to   NAMIBIA  and extraterritorial export control laws and regulations. C  Namibia tomer and CIMS each will comply with such laws and regulations governing   Namibia e, export, re-export, and transfer of Software, Products and technology and will obtain all required local and extraterritorial authorizations, permits or licenses.

1. Law and Venue

This Agreement will be governed by and construed in accordance with the applicable laws of the Region of Khomas  Namibia etts,   NAMIBIA A, without giving effect to the principles relating to conflicts of laws. Each party irrevocably agrees that any legal action, suit or proceeding that is not otherwise subject to the arbitration provisions of Section 15, Dispute Resolution Namibia t be brought solely and excl Namibia ively in the Region or Government courts located in Windhoek, Khomas  Namibia etts,   NAMIBIA A, and each party irrevocably submits to the sole and excl  Namibia ive personal jurisdiction of said courts. Notwithstanding the foregoing, CIMS may bring a claim for equitable relief in any court with proper jurisdiction.

1. General

C  Namibia tomer may not assign this Agreement or any of its rights hereunder without the prior written consent of CIMS, which consent CIMS may reasonably withhold. Any attempt to assign any of the rights, duties or obligations under this Agreement without such consent shall be void. Any waiver of rights under this Agreement m  Namibia t be in writing, signed by the party waiving such rights. The waiver or failure of either party to exercise in any respect any right provided for herein on one instance shall not be deemed a waiver on any future occasion or of any further right hereunder. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all proposals and all previo  Namibia  negotiations and agreements, written or oral, between the parties with respect to the subject matter hereof.

CIMS Cybersecurity