means that documentation that is generally provided to You by Kasm Technologies with the Software and which may include end user manuals, operation installation guides, release notes, and on-line help files regarding the use of the Software.

means Kasm Technologies Inc, a Virginia corporation, located at 1765
Greensboro Station Place STE 900, MCLEAN, VA 22102.

means a license granted under Section 2.1 (General License Grant)

means software components embedded in the Software and provided under separate license terms, which can be found in the open_source_licenses.txt file provided within the Software.

means a purchase order, enterprise license agreement, or other ordering document issued by You to Kasm Technologies or a Kasm Technologies authorized reseller that references and incorporates this EULA and is accepted by Kasm Technologies. No Orders are binding on Kasm Technologies until accepted by Kasm Technologies.

means the Kasm Technologies computer programs to which You acquire a license under an Order, together with any software code pursuant to a support and/or subscription service contract and that is not subject to a separate license agreement.

means the individual, company or other legal entity using the software.

Kasm Technologies grants to You a non-exclusive, non-transferable license to use theSoftware and Documentation for the duration of the license solely for Your business operations, and subject to the provisions of your Order, Documentation and related support agreements.

The Community Edition of the Kasm Workspaces license is restricted to the following usage and may not be used for revenue-generating business activities. Notwithstanding any other provision in this EULA, the Community Edition License of the Software is provided “AS-IS” without indemnification, support or warranty of any kind, expressed or implied.

1. 2.2.1. Evaluation. Temporary usage of the Software to validate business requirements.
2. 2.2.2. Personal/Home. For use by an individual/household for personal, non-business activities.
3. 2.2.3. Non-Profit. For use by non-profit organizations or researchers.

Except as expressly specified in your software Order, Kasm Technologies does not provide any support or subscription services for the Software under this EULA. You have no rights to any updates, upgrades or extensions or enhancements to the Software developed by Kasm Technologies other than those defined in a separate software license Order.

The Software may be updated with enhancements or improvements to the features/functionality, which may include patches, bug fixes, updates, upgrades and other modifications. Updates may modify or delete certain features and/or functionalities of the Software. You agree that Kasm Technologies has no obligation to (i) provide any Updates, or (ii) continue to provide Software features and/or functionalities.

Under the License You may permit Your third-party agents to access, use and/or operate the Software on Your behalf for the sole purpose of delivering services to You, provided that You will be fully responsible for compliance with terms and conditions of this EULA and any breach of this EULA by a third-party agent shall be deemed to be a breach by You.

Notwithstanding anything herein to the contrary, Open-Source Software is licensed to You under such OSS’s own applicable license terms. These OSS license terms are consistent with the license granted in this Section. The OSS license terms shall take precedence over this EULA to the extent that this EULA imposes greater restrictions on You than the applicable OSS license terms. To the extent the license for any Open-Source Software requires Kasm Technologies to make available to You the corresponding source code and/or modifications, You may obtain a copy of the applicable Source Files.

Without Kasm Technologies’ prior written consent, You must not, and must not allow any third-party to: (a) use Software in an application services provider except that You may use the Software to deliver hosted services to Your affiliates; (b) make available Software in any form to anyone other than Your employees, except as specified in Section 2.5 (Third Party Agents); (c) transfer or sublicense Software or Documentation to an affiliate or any third party; (d) use Software in conflict with the terms and restrictions of the Software’s licensing model and other requirements specified in Documentation and/or Order; (e) except to the extent permitted by applicable mandatory law, modify, translate, enhance, or create derivative works from the Software, or reverse engineer, decompile, or otherwise attempt to derive source code from the Software; or (f) violate or circumvent any technological restrictions within the Software or specified in this EULA

The Software and Documentation and all improvements, enhancements, modifications and derivative works thereof, and all Intellectual Property Rights therein, are and shall remain the sole and exclusive property of Kasm Technologies. Intellectual property rights, including without limitation, copyrights, trademarks, service marks, trade secrets, know how, inventions, patents, patent applications, moral rights and all other proprietary rights, whether registered or unregistered. Your rights to use the Software and Documentation shall be limited to those expressly granted in this EULA and any applicable Order. No other rights with respect to the Software or any related Intellectual Property Rights are implied. You are not authorized to use (and shall not permit any third party to use) the Software, Documentation or any portion thereof except as expressly authorized by this EULA or the applicable Order. Kasm Technologies reserves all rights not expressly granted to You.

You acknowledge that You are responsible for obtaining and complying with any licenses necessary to integrate, orchestrate or access all third-party oftware used within the Software.

Feedback, bug reports, enhancements or recommendations provided by You to Kasm Technologies for the purpose of improving the Software shall become exclusively owned by Kasm Technologies and may be used/redistributed without compensation to the source of the submission.

Kasm Technologies is not responsible for the information, content and activities of the Software users. You understand and agree that You are solely responsible for the content and for all activity that occurs under your Software, whether done so by You or any third person.

Kasm Technologies does not control or restrict content or activities by users and/or third parties within the Software, you agree to use the Software at your own risk. You agree that under no circumstances will Kasm Technologies be liable in any way for any content within the Software, activities performed using the Software, or any loss or damage incurred as a result of your use of the Software.

Kasm Technologies warrants to You that the Software will, for a period of ninety (90) days following notice of availability for electronic download or delivery (“Warranty Period”), substantially conform to the applicable Documentation, provided that the Software: (a) has been properly installed and used at all times in accordance with the applicable Documentation; and (b) has not been modified or added to by persons other than Kasm Technologies or its authorized representative. Kasm Technologies will provide remedy for any breach of this warranty, either replace that Software or correct any reproducible error in that Software reported to Kasm Technologies by You in writing during the Warranty Period. If Kasm Technologies determines that it is unable to correct the error or replace the Software, Kasm Technologies will refund to You the amount paid by You for that Software, in which case the License for that Software will terminate

Other than the warranty above, and to the maximum extent permitted by applicable law, Kasm Technologies and its suppliers make no other express warranties or guarantees under this EULA, and disclaim all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and any warranty arising by statute, operation of law, course of dealing or performance, or usage of trade. Kasm technologies and its licensors do not warrant that the software will operate uninterrupted or that it will be free from defects or that it will meet your requirements.

Kasm Technologies shall defend You against any third-party claim that the Software infringes any patent, trademark or copyright of such third party, or misappropriates a trade secret (but only to the extent that the misappropriation is not a result of Your actions) and indemnify You from the resulting costs and damages finally awarded against You to such third party by a court of competent jurisdiction or agreed to in settlement. The foregoing obligations are applicable only if You: (i) promptly notify Kasm Technologies in writing of the Infringement Claim; (ii) allow Kasm Technologies sole control over the defense for the claim, any settlement negotiations and any related action challenging the validity of the allegedly infringed patent, trademark, or copyright; and (iii) reasonably cooperate in response to Kasm Technologies requests for assistance. You may not settle or compromise any Infringement Claim without the prior written consent of Kasm Technologies.

If the alleged infringing Software become, or in Kasm Technologies’ opinion be likely to become, the subject of an Infringement Claim, Kasm Technologies will, at Kasm Technologies’ option and expense, do one of the following: (a) procure the rights necessary for You to make continued use of the affected Software; (b) replace or modify the affected Software to make it non- infringing; or (c) terminate the License to the affected Software and discontinue the related support services, and, upon Your certified deletion of the affected Software, refund: (i) the fees paid by You for the License to the affected Software, less straight-line depreciation over a three (3) year useful life beginning on the date such Software was delivered; and (ii) any pre-paid service fee attributable to related support services to be delivered after the date such service is stopped.

Notwithstanding the foregoing, Kasm Technologies will have no obligation under this Section 8 (Intellectual Property Indemnification) or otherwise with respect to any claim based on: (a) a combination of Software with non-Kasm Technologies products (other than non-Kasm Technologies products that are listed on the Order and used in an unmodified form); (b) use for a purpose or in a manner for which the Software was not designed; (c) use of any older version of the Software when use of a newer Kasm Technologies version would have avoided the infringement; (d) any modification to the Software made without Kasm Technologies’ express written approval; (e) any claim that relates to open source software or freeware technology or any derivatives or other adaptations thereof that is not embedded by Kasm Technologies into Software; or (f) any Software provided on a no charge or evaluation basis. This Section 8 (intellectual property indemnification) states your sole and exclusive remedy and Kasm Technologies’ entire liability for any infringement claims or actions.

To the maximum extent mandated by law, in no event will Kasm Technologies and its licensors be liable for any lost profits or business opportunities, loss of use, loss of revenue, loss of goodwill, business interruption, loss of data, or any indirect, special, incidental, or consequential damages under any theory of liability, whether based in contract, tort, negligence, product liability, or otherwise. Because some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the preceding limitation may not apply to you. Kasm Technologies’ and its licensors’ liability under this EULA will not, in any event, regardless of whether the claim is based in contract, tort, strict liability, or otherwise, exceed the license fees you paid for the software giving rise to the claim. The foregoing limitations shall apply regardless of whether Kasm Technologies or its licensors have been advised of the possibility of such damages and regardless of whether any remedy fails of its essential purpose. You may not bring a claim under this EULA more than twelve (12) months after the cause of action arises.

You agree to indemnify and hold Kasm Technologies and its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (if any) harmless from any claim or demand, including reasonable attorneys' fees, due to or arising out of your: (a) use of the Software; (b) violation of this agreement or any law or regulation; or (c) violation of any right of a third party.

The term of this EULA begins on the notice of availability for electronic download or delivery of the Software and continues until this EULA is terminated.

Kasm Technologies may terminate this EULA effective immediately upon written notice to You if: (a) You fail to pay any portion of the fees under an applicable Order within ten (10) days after receiving written notice from Kasm Technologies that payment is past due; or (b) You breach any other provision of this EULA and fail to cure within thirty (30) days after receipt of Kasm Technologies’ written notice thereof.

Kasm Technologies may terminate this EULA effective immediately upon written notice to You if You: (a) terminate or suspend your business; (b) become insolvent; or become subject to control of a trustee or similar authority; or (c) become subject to a bankruptcy or insolvency proceeding.

Upon Kasm Technologies’ termination of this EULA: (a) all Licensed rights to all Software granted to You under this EULA will immediately cease; and (b) You must cease all use of all Software, and certify destruction of all Software, confidential information, and license keys.

means information or materials provided by one party (“Discloser”) to the other party (“Recipient”) which are in tangible form and labelled “confidential” or the like, or, information which a reasonable person knew or should have known to be confidential. The following information shall be considered Confidential Information whether or not marked or identified as such: (a) license keys; (b) information regarding Kasm Technologies’ pricing, product roadmaps or strategic marketing plans; and (c) non-public materials relating to the Software.

Recipient may use Confidential Information of Discloser; (a) to exercise its rights and perform its obligations under this EULA; or (b) in connection with the parties’ ongoing business relationship. Recipient will not use any Confidential Information of Discloser for any purpose not expressly permitted by this EULA and will disclose the Confidential Information of Discloser only to the employees or contractors of Recipient who have a need to know such Confidential Information for purposes of this EULA and who are under a duty of confidentiality no less restrictive than Recipient’s duty hereunder. Recipient will protect Confidential Information from unauthorized use, access, or disclosure in the same manner as Recipient protects its own confidential or proprietary information of a similar nature but with no less than reasonable care.

You agree that Kasm Technologies may process technical and related information about Your use of the Software which may include internet protocol address, hardware identification, operating system, application software, peripheral hardware, and non-personally identifiable Software usage statistics to facilitate the provisioning of updates, support, invoicing or online services.

Except to the extent transfer may not legally be restricted, You will not assign this EULA, any Order, or any right or obligation herein or delegate any performance without Kasm Technologies’ prior written consent, which consent will not be unreasonably withheld. Kasm Technologies may use sufficiently qualified subcontractors to provide services to You, provided that Kasm Technologies remains responsible to You for the performance of the services.

The failure to exercise a right or to require performance of an obligation under this Agreement shall not affect a party's ability to exercise such right or require such performance at any time thereafter nor shall be the waiver of a breach constitute a waiver of any subsequent breach.

If any provision of this Agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

Each party shall comply with all laws applicable to the actions contemplated by this EULA. You acknowledge that the Software is of United States origin, is provided subject to the U.S. Export Administration Regulations, may besubject to the export control laws of the applicable territory, and that diversion contrary to applicable export control laws is prohibited. You represent that (1) you are not, and are not acting on behalf of, (a) any person who is a citizen, national, or resident of, or who is controlled by the government of any country to which the United States has prohibited export transactions; or (b) any person or entity listed on the U.S. Treasury Department list of Specially Designated Nationals and Blocked Persons, or the U.S. Commerce Department Denied Persons List or Entity List; and (2) you will not permit the Software to be used for, any purposes prohibited by law, including, any prohibited development, design, manufacture or production of missiles or nuclear, chemical or biological weapons. The Software and accompanying documentation are deemed to be “commercial computer software” and “commercial computer software documentation”, respectively, pursuant to DFARS Section 227.7202 and FAR Section 12.212(b), as applicable. Any use, modification, reproduction, release, performing, displaying or disclosing of the Software and documentation by or for the U.S. Government shall be governed solely by the terms and conditions of this EULA.

Each party shall comply with all laws applicable to the actions contemplated by this EULA. You acknowledge that the Software is of United States origin, is provided subject to the U.S. Export Administration Regulations, may besubject to the export control laws of the applicable territory, and that diversion contrary to applicable export control laws is prohibited. You represent that (1) you are not, and are not acting on behalf of, (a) any person who is a citizen, national, or resident of, or who is controlled by the government of any country to which the United States has prohibited export transactions; or (b) any person or entity listed on the U.S. Treasury Department list of Specially Designated Nationals and Blocked Persons, or the U.S. Commerce Department Denied Persons List or Entity List; and (2) you will not permit the Software to be used for, any purposes prohibited by law, including, any prohibited development, design, manufacture or production of missiles or nuclear, chemical or biological weapons. The Software and accompanying documentation are deemed to be “commercial computer software” and “commercial computer software documentation”, respectively, pursuant to DFARS Section 227.7202 and FAR Section 12.212(b), as applicable. Any use, modification, reproduction, release, performing, displaying or disclosing of the Software and documentation by or for the U.S. Government shall be governed solely by the terms and conditions of this EULA.

This EULA is governed by the laws of the State of Virginia, United States of America (excluding its conflict of law rules), and the federal laws of the United States. The state and federal courts located in Virginia will be the exclusive jurisdiction for disputes.

In the event of conflict or inconsistency among this EULA and the Order, the terms of this EULA shall supersede and control over any conflicting or additional terms and conditions of any order, acknowledgement or confirmation or other document issued by You.

This EULA, including accepted Orders and any amendments, contain the entire agreement of the parties with respect to this EULA and supersede all previous or contemporaneous communications, representations, proposals, commitments, understandings and agreements, whether written or oral, between the parties.

Please direct legal notices or other correspondence to:

contracts@kasmweb.com
Kasm Technologies
1765 Greensboro Station Place STE 900
McLean, Virginia 22102
United States of America