Terms of Use

Terms of Use

The Cyan website located at http://www.cyaninc.com, including the Website Content (defined below), the Portal (defined below), and any other documents, information and content offered from time to time by Cyan on the website (excluding the Cyan Software) (collectively, the “Website”) are copyrighted works belonging to Cyan Optics, Inc. (“Cyan”). This Terms of Use agreement (“Agreement”) sets forth the legally binding terms for your use of the Website. This Agreement is accepted by your use of the Website. You may not use the Website if (i) you are not of legal age to form a binding contract, or (ii) you are prohibited by law from using the Website. By using the Website, you represent and warrant that you have the right, authority, and capacity to enter into the Agreement and to abide by all of its terms and conditions. If you use the Website on behalf of a company, entity, or organization, you represent and warrant that you are an authorized representative of that company, entity, or organization with the authority to bind it to the Agreement. If you do not agree with all provisions of this Agreement, you should not use the Website. Please review Cyan’s Privacy Policy at http://www.cyaninc.com/privacy-policy. The terms of the Privacy Policy are incorporated into, and considered a part of, this Agreement.

THROUGH THE WEBSITE, YOU MAY HAVE ACCESS TO CERTAIN CYAN SOFTWARE ("CYAN SOFTWARE"), BUT YOU ARE NOT GRANTED A LICENCSE TO THE CYAN SOFTWARE UNDER THIS AGREEEMENT. IN ORDER TO USE THE CYAN SOFTWARE, YOU MUST ENTER INTO THE COMPANY'S SEPARATE MASTER PURCHASE AGREEMENT, TERMS AND CONDITIONS OF PURCHASE, LAB OR FIELD TRIAL AGREEMENT, OR OTHER LICENSE AGREEMENT ACCOMPANYING THE CYAN SOFTWARE AT THE POINT OF ORDER, DOWNLOAD OR ACCESSING (EACH, A "PRODUCT AGREEMENT") WITH THE COMPANY. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS OF USE, ALL CYAN SOFTWARE AND USE THEREOF IS GOVERNED BY THE TERMS OF THE APPLICABLE PRODUCT AGREEMENT.

PORTAL REGISTRATION. You may register for a Cyan account at www.cyaninc.com/user/register. You represent and warrant that all required registration information you submit is truthful and accurate and you will maintain the accuracy of such information. If you are granted an account (“Account”) you may use the Cyan portal at http://www.cyaninc.com/customers/portal (“Portal”). You are solely responsible for maintaining the confidentiality of the password for your Account and for any and all use of your Account. Please notify us if you suspect any unauthorized use of your Account or access to your password.

1. WEBSITE.

1.1 License. Subject to the terms of this Agreement, Cyan grants you a non-transferable, non-exclusive, license, during the term of this Agreement, to use, download, and print the documents, information and content (e.g., marketing documentation, user and training documentation, white papers, and webinars) that you are granted access to on the Website (but excluding the Cyan Software) (collectively, the “Website Content”), solely for your non-commercial informational (including evaluation) or personal use and not for further distribution.

1.2 Restrictions. The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, transfer, assign, distribute, host, or otherwise commercially exploit the Website; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Website or any software contained in the Website; (c) you shall not access the Website in order to build a similar or competitive product or service; and (d) except as expressly stated herein, you shall not copy, distribute, or display in any form or by any means any part of the Website. Any future updates to the Website that Cyan makes available to you shall be subject to the terms of this Agreement. All copyright and other proprietary notices on any Website must be retained on any copies permitted by this Agreement. Cyan reserves the right, at any time, to modify, suspend, or discontinue the Website or any part thereof with or without notice. You agree that Cyan will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Website or any part thereof.

1.3 Confidentiality Obligation. Cyan considers Website Content posted on the Portal to be Cyan’s confidential information (“Cyan Confidential Information”). You agree that you will (i) hold in confidence and not disclose to any third party any Cyan Confidential Information, except as approved in writing by Cyan; (ii) protect Cyan Confidential Information with at least the same degree of care that you use to protect your own confidential information, but in no case, less than reasonable care; (iii) use Cyan Confidential Information for no purpose other than for your non-commercial informational or personal use; (iv) limit access to Cyan Confidential Information to those of your employees or authorized representatives having a need to know who are bound by confidentiality obligations at least as restrictive as those contained herein; and (v) immediately notify Cyan upon discovery of any loss or unauthorized disclosure of Cyan Confidential Information. Upon termination of this Agreement, or upon written request of Cyan, you will (i) cease any use of Cyan Confidential Information; and (ii) destroy or promptly return to Cyan all documents and other tangible materials containing any portion of, or summarizing, Cyan Confidential Information and all copies thereof. You have no obligations under this Section 1.3 with respect to any portion of Cyan Confidential Information if you can demonstrate with competent evidence that such portion (i) is marked by Cyan as “For Public Distribution”, (ii) was in the public domain at the time it was communicated to you by Cyan or subsequently enters the public domain through no fault of your own; or (iii) was in your possession free of any obligation of confidentiality prior to the time it was communicated to you by Cyan or is subsequently rightfully communicated to you by a third party free of any obligation of confidentiality.

2. USER CONTENT.

2.1 Responsibility for Content. “User Content” of a Website user means any and all information and content that such user submits to the Website and/or is submitted to the Website through such user’s Account. You (and not Cyan) are solely responsible for your User Content. You assume all risks and liability associated with use of your User Content. You hereby represent and warrant that (i) you own the User Content or have the necessary licenses, rights, and consents to grant the license in Section 3.2 below and (ii) your User Content does not violate the Acceptable Use Policy (defined below). Cyan is not obligated to backup any User Content and you alone are responsible for creating backup copies of your User Content. We will protect User Content in accordance with the Privacy Policy.

2.2 Licenses User Content. By submitting your User Content to the Website you automatically grant to Cyan an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license (with the right to sublicense) to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use (1) any User Content you submit to a publicly accessible area of the Website (e.g., a forum) solely for the purposes of displaying such User Content on the Website and granting the license in Section 1; (2) any User Content you submit to your Account profile page or to our CyTAC services solely for the purposes of providing you your Account profile page and our CyTAC services; and (3) any anonymous data we create from your User Content by excluding information that makes the data personally identifiable to you for our marketing and research and development purposes.

3. ACCEPTABLE USE POLICY. The following sets forth Cyan’s “Acceptable Use Policy”. You agree not to use the Website to upload or distribute any User Content (a) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) that is unlawful, harassing, abusive, tortious, threatening, harmful, abusive, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive or otherwise objectionable material of any kind or nature; (c) is harmful to minors in any way; or (d) in violation of any law, regulation, or obligations or restrictions imposed by any third party. In addition, you agree not to use the Website to: (a) upload or distribute any computer viruses, worms, or any software intended to damage or alter a computer system or data; (b) send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (c) harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (d) interfere with or disrupt servers or networks connected to the Website or violate the regulations, policies or procedures of such networks; (e) attempt to gain unauthorized access to the Website, other computer systems or networks connected to or used together with the Website, through password mining or other means; or (f) harass or interfere with another user’s use and enjoyment of the Website.

4. ENFORCEMENT BY US AND TERMINATION OF ACCOUNT. We have the right (but not the obligation) in our sole discretion to review your User Content, investigate, and/or take appropriate action, including legal action, against you, if you violate any of the terms of this Agreement or to protect or defend our rights or property or users of our Website, products and/or services. Such actions include removing your User Content from the Website (or modifying it), suspending or terminating your Account, and/or reporting you to law enforcement authorities. In order to cooperate with legitimate governmental requests, subpoenas or court orders, to protect our systems and customers, we may access and disclose any information we consider necessary or appropriate, including your Account, IP addressing and traffic information, usage history, and your User Content. Upon termination of your Account, your license to access and use the Website will terminate immediately. We will not have any liability whatsoever to you or others for any termination of your Account or deletion of your User Content. We may also suspend or terminate your Account. Even after this Agreement is terminated, the following provisions of this Agreement will remain in effect: Sections 1.2, 1.3, and 2 through 12.

5. THIRD-PARTY WEBSITES AND OTHER USERS.

5.1 The Website may contain links to third-party websites (“Third-Party Websites”). Such Third-Party Websites are not under the control of Cyan. Cyan is not responsible for any Third-Party Websites. Cyan provides access to these Third-Party Websites only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites or their products or services. You use all links to Third-Party Websites at your own risk. When you leave the Cyan Website, our terms and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

5.2 Each Website user is solely responsible for any and all User Content that is posted by such user on the Website. Because we do not control User Content, you acknowledge and agree that we are not responsible for any User Content and we make no guarantees regarding the accuracy, currency, suitability, or quality of any User Content, and we assume no responsibility for any User Content. Your interactions with other Website users are solely between you and such user. You agree that Cyan will not be responsible for any loss, damage or insult incurred as the result of any such interactions. If there is a dispute between you and any Website user, we are under no obligation to become involved.

5.3 You hereby release us, our officers, employees, agents and successors from claims, demands any and all losses, damages, rights, and actions of any kind including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from any interactions with or conduct of other Website users or Third-Party Websites. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

6. COPYRIGHT POLICY. Cyan respects the intellectual property of others and asks that users of our services do the same. In connection with our services, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of our online services who are repeat infringers of intellectual property rights, including copyrights. If you believe that one of our users is, through the use of our services, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent:

your physical or electronic signature;
identification of the copyrighted work(s) that you claim to have been infringed;
identification of the material on our services that you claim is infringing and that you request us to remove;
sufficient information to permit us to locate such material;
your address, telephone number, and e-mail address;
a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.

Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.

The designated Copyright Agent for Cyan is:

Cyan Optics Inc.
Attn: CYAN Legal
1383 N. McDowell Blvd.
Suite 300
Petaluma, CA 94954
Phone: 707-735-2300
Fax: 707-763-3319
E-mail: copyrightagent [at] cyaninc [dot] com

7. DISCLAIMERS. THE WEBSITE IS PROVIDED "AS-IS" AND AS AVAILABLE. WE EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT THE WEBSITE: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) WILL BE VIRUS FREE, ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE.

8. LIMITATION ON LIABILITY. IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM YOUR USE OF THE WEBSITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE WEBSITE IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING THEREFROM. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO FIFTY US DOLLARS ($50).

9. INDEMNITY. You agree to indemnify and hold Cyan, its parents, subsidiaries, affiliates, any related companies, its suppliers, licensors and partners, and the officers, directors, employees, agents and representatives of each of them harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (i) your use of the Website, (ii) your User Content, or (iii) your violation of this Agreement. Cyan will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

10. CHANGES TO TERMS OF USE. This Agreement is subject to occasional revision, and if we make any substantial changes, we will notify you by sending you an e-mail to the last e-mail address you provided to us (if any) and/or by prominently posting notice of the changes on our Website. Any material changes to this agreement will be effective upon the earlier of thirty (30) calendar days following our dispatch of an e-mail notice to you (if applicable) or thirty (30) calendar days following our posting of notice of the changes on our Website. These changes will be effective immediately for new users of our Website. Continued use of our Website following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by such changes. Certain provisions of this Agreement may be superseded by expressly designated legal notices or terms located on particular pages of the Website.

11. GENERAL TERMS. No software may be downloaded from the Website or otherwise exported or re-exported in violation of U.S. export laws. By downloading or using any software, you represent and warrant that such download or use is not in violation of any such law. This Agreement shall be governed by the laws of the State of California without giving effect to any conflict of laws principles that may provide the application of the law of another jurisdiction. You agree to submit to the personal jurisdiction of the state courts and federal courts located within Sonoma County, California for the purpose of litigating all such claims or disputes. Notwithstanding the foregoing, we may seek injunctive or other equitable relief to protect its intellectual property rights in any court of competent jurisdiction. This Agreement (which includes the Privacy Policy and any other rules posted on the Website) constitutes the entire agreement between you and us regarding the use of the Website. This Agreement expressly supersedes the non-disclosure agreement you may have accepted on the Website in order to access the Portal in the past. Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. The word including means including without limitation. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Neither party is an agent or partner of the other. This Agreement may not be assigned by you without Cyan’s prior written consent, and any attempted assignment in violation of the foregoing will be null and void. We may assign any of our rights under this Agreement without your prior written consent, to any third party pursuant to a transfer of all or substantially all of our business and assets, whether by merger, sale of assets, sale of stock, or otherwise. The terms of this Agreement shall be binding upon assignees.

12. OWNERSHIP. Copyright © 2009-2011, Cyan Optics, Inc. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Website are our property or the property of other third parties. You are not permitted to use any of these Marks without our prior written consent or the consent of the third party that owns the applicable Mark. All intellectual property rights, including copyrights, patents, trade marks, and trade secrets, in the Website and Cyan Software (excluding any User Content) are owned by Cyan or Cyan’s licensors and our provision of the Website does not transfer to you or any third party any rights, title or interest in or to such intellectual property rights. Cyan and its suppliers reserve all rights not expressly granted in this Agreement.

This document was last updated November 1, 2011