THIS SUBSCRIPTION ADDENDUM (“AGREEMENT”) GOVERNS THE USE AND ACCESS OF KEYSIGHT INFOLINE SERVICES AND IS AN AGREEMENT BETWEEN KEYSIGHT TECHNOLOGIES (“Keysight”) AND YOU OR THE ENTITY YOU REPRESENT (“You” or “Your”).
TO USE AND ACCESS THE INFOLINE SERVICES, YOU MUST FIRST AGREE TO THE TERMS OF THIS SUBSCRIPTION AGREEMENT. BY REGISTERING AND SETTING UP AN ACCOUNT OR USAGE OF THE SERVICES YOU AGREE TO BE BOUND BY THIS SUBSCRIPTION AGREEMENT. IF YOU ARE AGREEING TO THESE TERMS ON BEHALF OF A COMPANY, ORGANIZATION OR OTHER ENTITY, YOU AGREE THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON ITS BEHALF.
IF YOU DO NOT HAVE SUCH AUTHORITY OR DO NOT AGREE TO BE BOUND BY THIS SUBSCRIPTION AGREEMENT, YOU SHOULD NOT PROCEED WITH REGISTRATION OR USE.
a) “Data” means all electronic data, information or files submitted by You to the Services.
b) “Fees” means the amounts due and payable by You for the Services purchased pursuant to this Agreement.
c) “Services” means the Infoline tool accessed by You and made available by Keysight online via a login link or other site designated by Keysight.
2. FREE TRIAL
a) If You have been granted a free trial of the Services, You may access and use the Services without charge through the end date of the free trial period as stated in a quotation or Statement of Work or otherwise by Keysight. At the end of the free trial period, Your Data will be erased unless You purchase Services or export Your Data.
b) NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, DURING THE FREE TRIAL PERIOD:
i) THE SERVICES ARE PROVIDED "AS IS," AND WITHOUT WARRANTY OF ANY KIND, WRITTEN OR ORAL, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; AND
II) IN NO EVENT WILL KEYSIGHT, ITS SUBCONTRACTORS OR SUPPLIERS BE LIABLE FOR DIRECT, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING DOWNTIME COSTS, CORRUPTION OR LOSS OF DATA, FAILURE TO TRANSMIT OR RECEIVE ANY DATA, RESTORATION COSTS, OR LOST PROFITS) REGARDLESS OF WHETHER SUCH CLAIMS ARE BASED ON CONTRACT, TORT, WARRANTY OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Keysight will make the Services available to You under this Agreement and during the term of Your subscription. Keysight may add, reduce, or modify the scope of features or functionality of the Services at any time.
4. USE OF THE SERVICES
a) Keysight Responsibilities: Keysight will use commercially reasonable efforts to: (i) maintain the security and integrity of the Services and Your Data; (ii) provide access to and use of the Services; (iii) provide basic support to You, in accordance with Keysight’s standard support policies then in effect; (iv) comply with all applicable local, state, federal and foreign laws applicable to Keysight in providing the Services; and (vi) make the Services available 24 hours a day, 7 days a week, except for scheduled downtime or any unavailability caused by circumstances beyond Keysight's reasonable control. Further, Keysight will follow the protocol, as varied from time to time, for granting access to the Services (‘the Protocol’) to persons or companies whom you nominate [in writing]; the current version of the Protocol you acknowledge receipt of and is deemed to be incorporated into this Agreement by reference.
b) Your Responsibilities: You are responsible for: (i) controlling who may access or use the Services on Your behalf, in accordance with the Protocol (and giving Keysight prompt notice in writing of any individual or company which you have authorized to access the Service, and any deletion of or amend to any such authorization(s)) for protecting Your passwords, and for compliance with this Agreement; (ii) the accuracy, quality, integrity, legality, reliability, and appropriateness of all Data; (iii) using commercially reasonable efforts to prevent unauthorized access to, or use of, the Services, and notify Keysight promptly of any such unauthorized access or use; and (iv) complying with all applicable local, state, federal and foreign laws and governmental regulations in using the Services, including any and all laws or governmental regulations, in any jurisdiction, relating to the handling, treatment and protection of Data, including sensitive or personally-identifiable information. You will use the Services solely for Your internal business purposes and will not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, or distribute the Services, or otherwise commercially exploit or make the Services available to any third party (including any Keysight competitor); (ii) use the Services to store or transmit any material that infringes any third party’s copyright, patent, trademark, trade secret or other proprietary rights; (iii) use the Services to store or transmit any viruses, Trojan horses, worms, time bombs, or any other similar malicious software, data, or programs; (iv) interfere with or disrupt the integrity or performance of the Services or any third party data contained therein; or (v) attempt to gain unauthorized access to the Services, materials, other accounts, computer systems or networks connected to the Services.
c) Authority to Use Data: You agree not to transmit or store or process any personal data or sensitive data when using the Services (including but not limited to personal data or sensitive personal data, each as defined in the Data Protection Directive 95/46/EC) and Keysight shall have no liability in any circumstances for any such data [and you hereby agree to indemnify Keysight in full for any [claim or costs] arising out of any storage or transmission or use of such data in connection with the Services]. You are responsible for obtaining necessary permission to allow Keysight to store, use, and transfer Data You provide in connection with the use of the Services. At all times, it is Your responsibility to monitor or screen the Data that You provide. You, and not Keysight, are responsible for removing from the Services any Data which is not in compliance with this Agreement or applicable law, or which contains personal data or sensitive information.
d) Security: You are responsible for taking appropriate measures to maintain appropriate security and protection of You Data. You agree not to allow anyone else, unless authorized by this Agreement, to use Your username or password in connection with the Services. Keysight performs regular system-wide back up procedures for the Services, however You understand that there is an inherent risk in electronic storage and in the transmission of Data over the internet, and You agree to rely solely on Your own back-up copies of any Data stored in or transmitted through the Services should the Data become lost or damaged for any reason. At no time will Keysight be responsible for recovering or retrieving any Data stored or transmitted by You in using the Services.
a) Keysight warrants that the Services will substantially conform to specifications. Keysight does not warrant that Services will meet requirements specified by You or that Services will be uninterrupted or error free, or that any Data will not be lost, damaged or corrupted.
b) For any breach of the above warranty, Keysight will use commercially reasonable efforts to restore access to the Services as warranted. In the event Keysight is unable to do so, Your exclusive remedy shall be to terminate the Agreement as provided in Section 7.
c) THE WARRANTIES IN THIS AGREEMENT ARE EXCLUSIVE AND NO OTHER WARRANTY, WHETHER WRITTEN OR ORAL, IS EXPRESSED OR IMPLIED. KEYSIGHT SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
a) Suspension: Keysight may suspend Your access to the Services immediately upon notice to You if:
i) Keysight determines Your use of the Services poses a security risk to the Services or any third party; may adversely impact the Services or the Data or systems of any Keysight customer; may subject Keysight or a third party to liability; may be fraudulent; or may be in violation of applicable law or regulation.
ii) You fail to perform under this Agreement and if, after ten (10) days written notice, the failure has not been cured.
b) Effect of Suspension: Keysight may re-commence Services in its discretion and may require assurance, satisfactory to Keysight, that access and use of the Services will be in accordance with this Agreement. Keysight’s rights of suspension are in addition to Keysight’s right to terminate this Agreement in accordance with Section 7 below.
a) Termination for Cause:
i) Either party may terminate this Agreement for cause unless the other party cures the breach within thirty (30) days of written notice of such breach.
ii) Keysight may immediately terminate this Agreement upon notice to You if any act or omission by You results in a suspension as provided in Section 6 above; or if our relationship with a third party who provides hardware, software or other technology Keysight uses to provide the Services expire, terminates or requires Keysight to change the way in which Keysight provide the Services.
iii) This Agreement will terminate automatically if either party is subject to a voluntary or involuntary bankruptcy petition, becomes insolvent, is unable to pay its debts as they become due, ceases to do business as a going concern, makes an offer or assignment or compromise for the benefit of creditors, or there is a substantial cessation of its regular course of business, or a receiver or trustee is appointed for such party’s assets
b) Effect of Termination: Upon termination You will no longer have access to the Services.
c) Return of Data: During the 30 days following termination, Keysight will not erase Your Data and You may retrieve Your Data from the Services. After the 30 day period, Keysight will have no obligation to retain or make Your Data available to You and will delete all Data in our possession and under our control.
d) Provisions herein which by their nature extend beyond the termination of any Services will remain in effect until fulfilled.
a) You may not assign or transfer this Agreement without Keysight’s prior written consent, which may be subject to applicable charges and terms. Keysight may assign or transfer any of its rights or obligations under this Agreement upon notice.
b) If You export, re-export, or transfer products, technology or technical data purchased hereunder You assume all responsibility for complying with applicable U.S. and all other laws and regulations, and for obtaining required export authorizations. You expressly agree not to sell or otherwise transfer products, technology or technical data to companies or persons on the Denied Parties List and Specially Designated Nationals and Blocked Persons List, or to any other prohibited parties or restricted destinations listed in applicable laws and regulations, unless properly authorized by the appropriate government(s).
c) Keysight will not be liable for performance delays or for non-performance, due to causes beyond its reasonable control.
d) To the extent that any provision or a portion of any provision of this Agreement is determined to be illegal or unenforceable, the remainder of this Agreement will remain in full force and effect.
e) This Agreement constitutes the entire agreement between You and Keysight, and supersede any previous communications, representations or agreements between the parties, whether oral or written, regarding transactions hereunder. Your additional or different terms and conditions will not apply.