TERMS OF SERVICE

Last updated:  April 13, 2025

Please read these Terms of Service (“TOS”) before using our online applications, services, and tools, and any other content you order from us (“Services”).  These TOS are between Arris Software, Inc., a Delaware corporation (“Arris“, “we”, “us, or “our”) and the person or organization accessing or using the Services (“Customer”).  These TOS set forth the terms and conditions for Customer’s access to and use of the Services. By clicking “Sign up and pay”, or accessing or using the Services, Customer agrees to be legally bound by these TOS.  Cinergy is a product of Arris.

If the parties have both executed another written agreement, or a written supplement to this Agreement, relating to any Services, then the terms of that agreement or supplement control where it expressly conflicts with these TOS as it relates to those Services. 

If you are agreeing to these TOS for use of the Services by an organization, you are agreeing on behalf of that organization. You must have the authority to legally bind that organization to these TOS, otherwise you must not sign up for or use the Services, and by accessing the Services you represent that you have the necessary authority to legally bind the Customer to these TOS.

Words capitalized in these TOS shall have the meaning set forth in Section 10 unless otherwise specified herein.

1. USING THE SERVICES

1.1 Use of the Services. Arris will provide Customer the Services in accordance with the terms and conditions of these TOS. Subject to the terms and conditions of these TOS, Arris grants Customer, during the term of these TOS, a limited revocable, non-exclusive, non-transferable, non-sublicensable right and license to access and use the Services solely as provided by Arris.  Arris’ services are licensed, and not sold, to Customer.  These TOS remain in effect for so long as Customer has the right to access and use the Services.

1.2 Restrictions on Use. Customer will use the Services solely for Customer’s internal purposes and will not directly or indirectly: (a) disassemble, decompile, reverse engineer or otherwise attempt to derive source code or other trade secrets from the Services; (b) sell, lease, sublicense or otherwise transfer the Services or any results thereof to any third party; (c) copy, modify or make derivative works based on the Services; (d) use the Services to store or transmit code, files, scripts, agents or programs intended to do harm, including, without limitation, viruses, worms, time bombs and Trojan horses, including, without limitation, viruses, worms, time bombs and Trojan horses; (e) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights; (f) frame or mirror any of Arris’ website pages or other content which is accessed as, or forms part of, the Services; (g) interfere with or disrupt the integrity or performance of the Services or the data contained therein, including, without limitation, by imposing an unreasonable or disproportionately large load on our infrastructure, interfering or attempting to interfere with the proper working of the Services, or bypassing any measures that we may use to prevent or restrict access to the Services; (h) attempt to gain unauthorized access to the Services; or (i) access the Services in order to build or to assist a third party to build a competitive product or service. If Customer is an individual person (e.g., “Freelance”), the rights granted hereunder are solely granted to Customer, and Customer agrees not to extend the rights granted hereunder to any other person (including, without limitation, by sharing your credentials); provided, however, in such case, Customer may order rights for additional Users subject to the terms of these TOS, in which case the rights granted herein shall be limited to those additional Users and be subject to the terms of these TOS. Customer will notify Arris promptly upon Customer’s discovery of any unauthorized use of the Services or of any infringement of Arris’ proprietary rights therein.

1.3 Customer’s Responsibilities. Customer will (a) be responsible for Customer’s and Users’ compliance with this Agreement; (b) be responsible for the accuracy, quality, and legality of Customer Data and the means by which Customer acquired Customer Data; (c) use the Services only in accordance with applicable laws and regulations; and (d) accept responsibility for the results of the Services. Customer further acknowledges and agrees that Arris does not monitor or police communications, content or data entered or transmitted by Customer and Users through the Services, including, without limitation, Customer Data, and that Arris is not responsible for any such communications, content or data. Customer will cooperate with Arris in connection with the performance of these TOS by making available Users and such other persons and information as may be reasonably required and by taking such other actions as Arris may reasonably request.

1.4 Possible Infringement. If Arris believes the Services infringe or misappropriate, or may be alleged to infringe or misappropriate, a third party’s intellectual property rights, then Arris may: (a) obtain the right for Customer, at Arris’ expense, to continue using the Services; (b) provide a non-infringing functionally equivalent replacement; or (c) modify the Services so that they no longer infringe or misappropriate. If Arris does not believe the foregoing options are commercially reasonable, then Arris may suspend or terminate Customer’s use of the affected Services with a pro-rata refund of prepaid fees for the Services.

1.5 Users and Administrators. Customer will take reasonable steps to prevent unauthorized use of the Services by Users and terminate any unauthorized use of or access to the Services by any User. Users create their own passwords for access to and use of the Services, and Customer shall require all Users to maintain the confidentiality of their passwords. Customer shall be responsible for any unauthorized use of such passwords. Customer will promptly notify Arris of any unauthorized use of or access to the Services. User accounts may only be provisioned, registered and used by a single User. The Services are not intended for access or use by individuals under the age of 13, and Customer will not allow any individual under the age of 13 to access or use the Services.

1.6 Usage Limits.  The Services may only be used for the number of shows or other projects identified on the online order form on Arris’ website or other written agreement between the parties. The Services may be subject to certain other usage limits, including, without limitation, limits on the number of Users, limits on the number of episodes for which the Services may be used, or data storage limits, each as identified on the online order form on Arris’ website or other written agreement between the parties. If Customer exceeds a usage limit, Customer agrees to execute an order form for additional quantities of the applicable Services promptly upon Arris’ request and/or pay any invoice for excess usage.

1.7 Beta Services. From time to time, Arris may invite Customer to try Beta Services. Customer may accept or decline any offer to access Beta Services. Beta Services are for evaluation purposes and not for production use, are not considered “Services” under these TOS, are not supported, and may be subject to additional terms. Arris may discontinue Beta Services at any time in its sole discretion and may never make them generally available. Arris will have no liability for any harm or damage arising out of or in connection with a Beta Service.

1.8 Suspension/Termination of Services. The termination of the Services shall be at the end of the period for which the Services have been purchased on the online order form on Arris’ website, or as otherwise agreed in writing by the parties.  Further, Arris may suspend or terminate Customer’s or any User’s access to the Services: (a) to prevent damage to or degradation of the Services; (b) to comply with any law, regulation, court order, or other governmental request or order; (c) if Customer violates these TOS; or (d) if any undisputed fee owing by Customer is thirty (30) days or more overdue. Upon any termination of the Services, Arris may delete the Customer Data unless otherwise specified in an agreement with the Customer.

1.9 Future Functionality. Customer agrees that its access and use of the Services is not contingent on the delivery of any future functionality or features or dependent on any oral or written public comments made by Arris regarding future functionality or features.

2. INTELLECTUAL PROPERTY; FEEDBACK

2.1 Arris Technology. Arris or its licensors will retain all right, title and interest (including without limitation copyright, trade secrets, know-how, and other intellectual property rights) in and to the Services, including, without limitation, all legally protectable elements or derivative works thereof, and under no circumstances should anything in this Agreement be construed as granting to Customer, by implication, estoppel or otherwise, any such rights.

2.2 Feedback. We welcome your feedback about our Services and Aris’ website.  Customer grants Arris a worldwide, perpetual, irrevocable, transferable, royalty-free license to use and incorporate into the Services or Aris’ website any feedback provided by Customer or any Users relating to the operation of the Services.

3. PRIVACY; DATA

3.1 Privacy Notice. For information about how we store, collect, use, share or otherwise process personal information, please see our Privacy Notice.

3.2 Consent to Processing. Customer (a) consents to the processing of Customer Data, which may include personal data, by Arris and its agents to facilitate the provision of the Services, (b) acknowledges and agrees that Arris and its subprocessors may store, use, share or otherwise process Customer Data in the United States and Canada, and (c) will obtain all required consents from Users and third parties under applicable privacy and data protection laws before providing Customer Data to Arris.

3.3. Aggregated and Anonymous Data.  Customer acknowledges and agrees that, during and after the term of these TOS, Arris or its service providers (a) shall have the right to aggregate Customer Data and other data (e.g., information, analysis, statistics) with respect to Customer’s and any User’s use of the Services on an aggregated and anonymized basis (“Aggregated and Anonymous Data”); and (b) may use the Aggregated and Anonymous Data to analyze, improve, support and operate the Services and otherwise for any business purpose, including, without limitation, to generate industry benchmarks or best practices guidance, recommendations or similar reports for distribution to and consumption by Customer and/or Arris’ other customers and third parties. For clarity, this Section does not give Arris the right to identify Customer or any User, or permit its service providers to identify Customer or any User, as the source of any Aggregated and Anonymous Data, and, except as required by any legal requirement, Arris will not, or permit its service providers to, publicly disclose any data that would permit a third party to identify that the Aggregated and Anonymous Data is associated with Customer or any User. 

4. DISCLAIMERS OF WARRANTIES

THE SERVICES MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. DUE TO VARIOUS FACTORS, INCLUDING THE INHERENT POSSIBILITY OF HUMAN AND MECHANICAL ERROR, THE ACCURACY, COMPLETENESS, TIMELINESS AND CORRECT SEQUENCING OF THE CONTENT AND THE RESULTS OBTAINED FROM THE SERVICES ARE NOT GUARANTEED BY ARRIS OR ANY PERSONS CREATING OR TRANSMITTING SUCH INFORMATION. YOU AGREE THAT ARRIS IS NOT LIABLE FOR ANY ACTION YOU TAKE OR DECISION YOU MAKE IN RELIANCE ON THE SERVICES.

CUSTOMER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS OTHERWISE SET FORTH HEREIN, ITS USE OF THE SERVICES IS AT ITS OWN RISK.  ARRIS AND/OR ITS SERVICE PROVIDERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE SERVICES FOR ANY PURPOSE. THE SERVICES ARE PROVIDED “AS IS” AND “AS-AVAILABLE.” ARRIS AND OUR RESPECTIVE SERVICE PROVIDERS DO NOT MAKE, AND HEREBY SPECIFICALLY DISCLAIM, ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

5. LIMITATION OF LIABILITY AND DAMAGES; INDEMNIFICATION

5.1 LIMITATION OF LIABILITY. IN NO EVENT WILL ARRIS, ITS AFFILIATES OR ANY THIRD PARTY BE LIABLE TO CUSTOMER, ITS AFFILIATES, USERS OR ANY THIRD PARTY FOR ANY AMOUNT IN EXCESS OF THE AMOUNT PAID TO ARRIS BY CUSTOMER UNDER THESE TOS FOR THE APPLICABLE SERVICES DURING THE TWELVE (12)-MONTH PERIOD PRECEDING THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH LIABILITY, HOWEVER CAUSED, AND ARISING UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.

5.2 CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES WILL ARRIS, ITS AFFILIATES OR ANY THIRD PARTY BE LIABLE TO CUSTOMER, ITS AFFILIATES, USERS OR ANY THIRD PARTY FOR ANY TYPE OF INCIDENTAL, SPECIAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST REVENUE, LOST PROFITS, LOSS OF GOODWILL, REPLACEMENT GOODS OR SERVICES, OR COST OF REPLACEMENT GOODS OR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ARISING UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.

5.3 ACKNOWLEDGEMENT. CUSTOMER IS SOLELY RESPONSIBLE FOR ANY DAMAGE TO ITS COMPUTER SYSTEM, LOSS OF DATA OR ANY OTHER DAMAGE OR LOSS THAT RESULTS FROM THE SERVICES. CUSTOMER ACKNOWLEDGES THAT ARRIS HAS SET ITS PRICES IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH IN THESE TOS AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

5.4. INDEMNIFICATION BY ARRIS. ARRIS SHALL DEFEND CUSTOMER AND CUSTOMER’S AFFILIATES, AND CUSTOMER’S AND ITS AFFILIATES’ RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND CONTRACTORS, FROM AND AGAINST ANY AND ALL THIRD PARTY CLAIMS, ACTIONS AND DEMANDS ALLEGING THAT THE USE OF THE SERVICES, AS PROVIDED BY ARRIS AND USED IN ACCORDANCE WITH THESE TOS, INFRINGES OR MISAPPROPRIATES A THIRD PARTY’S COPYRIGHT, TRADE SECRET, TRADEMARK, OR U.S. PATENT (A “CLAIM AGAINST CUSTOMER”), AND SHALL INDEMNIFY CUSTOMER FOR ANY DAMAGES, ATTORNEY FEES AND COSTS ARISING AS A RESULT OF A CLAIM AGAINST CUSTOMER; PROVIDED, HOWEVER, THAT ARRIS’ OBLIGATIONS UNDER THIS SECTION 5.4 SHALL NOT APPLY TO THE EXTENT A CLAIM AGAINST CUSTOMER ARISES FROM (A) CUSTOMER DATA; (B) CUSTOMER’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF THESE TOS; (C) ANY MODIFICATION, COMBINATION OR DEVELOPMENT OF THE SERVICES THAT IS NOT PERFORMED BY ARRIS, INCLUDING, WITHOUT LIMITATION, IN THE USE OF ANY APPLICATION PROGRAMMING INTERFACE (API); OR (D) CUSTOMER’S OR ANY USER’S USE OF THE SERVICES IN AN UNINTENDED MANNER OR FOR AN IMPROPER PURPOSE. THE INDEMNITY ABOVE IS CUSTOMER’S ONLY REMEDY UNDER THESE TOS FOR VIOLATION BY ARRIS OF A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.

5.5. INDEMNIFICATION BY CUSTOMER.  CUSTOMER SHALL DEFEND ARRIS AND ARRIS’ AFFILIATES, AND ARRIS’ AND ITS AFFILIATES’ RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND CONTRACTORS, FROM AND AGAINST ANY AND ALL THIRD PARTY CLAIMS, ACTIONS AND DEMANDS ARISING FROM (A) CUSTOMER DATA; OR (B) CUSTOMER’S VIOLATION OF THESE TOS, AND SHALL INDEMNIFY ARRIS FOR ANY DAMAGES, ATTORNEY FEES AND COSTS ARISING AS A RESULT OF SUCH CLAIM, ACTION OR DEMAND.  

5.6. INDEMNIFICATION PROCEDURES. ALL INDEMNIFICATION OBLIGATIONS AS SET FORTH IN THESE TOS ARE SUBJECT TO THE FOLLOWING REQUIREMENTS: (A) THE INDEMNIFIED PARTY WILL PROVIDE THE INDEMNIFYING PARTY WITH PROMPT WRITTEN NOTICE OF ANY SUCH ACTION OR CLAIM; (B) THE INDEMNIFIED PARTY WILL PERMIT THE INDEMNIFYING PARTY TO ASSUME AND CONTROL THE DEFENSE AND SETTLEMENT OF ANY SUCH ACTION OR CLAIM; (C) THE INDEMNIFIED PARTY WILL NOT PREJUDICE THE DEFENSE OF THE ACTION OR CLAIM; AND (D) THE INDEMNIFIED PARTY WILL PROVIDE THE INDEMNIFYING PARTY WITH SUCH ASSISTANCE, DOCUMENTS, AUTHORITY AND INFORMATION AS IT MAY REASONABLY REQUIRE IN RELATION TO THE ACTION OR CLAIM AND DEFENSE OR SETTLEMENT THEREOF.

6. PROFESSIONAL SERVICES.

Arris may provide professional services related to the Services to Customer, including, without limitation, implementation, customization, configuration and software enablement services, pursuant to the terms of a separate agreement with Customer (“Professional Services”). Arris hereby grants Customer, during the term of these TOS, a non-exclusive, non-transferable, non-sublicensable license to use any deliverables or work product created under an agreement for Professional Services in connection with Customer’s use of the Services as authorized hereunder.

Arris warrants that the Professional Services will be performed subject to the terms of this TOS, using reasonable care and skill consistent with generally accepted industry standards. For any claimed breach of this warranty, Customer must notify Arris of the warranty claim within thirty (30) days of Customer’s receipt of the applicable Professional Services. Customer’s sole and exclusive remedy, and Arris’ sole liability, with regard to any breach of this warranty will be, at Arris’ option and expense, to either: (a) re-perform the non-conforming Professional Services; or (b) refund to Customer the fees paid for the non-conforming Professional Services.

7. FEES; PAYMENT TERMS

7.1. Fees. All fees for use of the Services or receipt of Professional Services shall be as set forth in the online order form on Arris’ website or as otherwise agreed in writing by the parties (collectively, “Fees”). Except as otherwise provided in these TOS, all Fees are nonrefundable, non-creditable and not subject to any right of offset.

7.2. Taxes. All Fees are exclusive of all taxes, including, without limitation, sales, use or value added taxes, where applicable. Customer is responsible for, and will pay, any and all such taxes (other than taxes based upon Arris’ income, for which Arris is responsible) imposed or levied by any government or agency.

7.3. Payment. Customer agrees to pay all Fees when ordering the Services through the online order form on Arris’ website or, if agreed by the parties that an invoice will be remitted, within thirty (30) days from the date of Customer’s receipt of Arris’ invoice. In addition, and without prejudice to any other rights or remedies available to Arris, any failure to pay any amount when due will be a material breach, and Arris will be entitled at its own discretion to terminate or suspend the Services.

8. CONFIDENTIALITY

8.1. Confidentiality Obligations. Each party (a) will use the same degree of care that it uses to protect the confidentiality of its own Confidential Information of like kind (but not less than reasonable care) and (b) agrees not to use any Confidential Information of the disclosing party for any purpose outside the scope of these TOS. The receiving party will not disclose the disclosing party’s Confidential Information to any third party or use the disclosing party’s Confidential Information for its own or any third party’s benefit, other than its own use as necessary to access and use or provide the Services.

8.2. Compelled Disclosure. If the receiving party receives any request, demand, notice, subpoena, order or other legal information request relating to legal proceedings or investigations by third parties relating to Confidential Information, the receiving party will immediately provide the disclosing party with notice of such compelled disclosure, including copies of all documentation pertaining to such request, unless legally prohibited from doing so. The receiving party shall not disclose any Confidential Information to any such third party without advance written consent from the disclosing party, or until the disclosing party has had a reasonable opportunity to contest the request, unless legally prohibited from doing so.

8.3. Remedies. If the receiving party discloses or uses (or threatens to disclose or use) any Confidential Information of the other party in breach of this Section 8, the other party shall have the right, in addition to any other remedies available to it, to obtain injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies may be inadequate.

9. ADDITIONAL TERMS

9.1 Changes to TOS or Services. We may update the TOS at any time, in our sole discretion. If we do so, we will let Customer know either by posting an updated TOS on our website or through other communications. It is important that Customer review the TOS whenever we update them or Customer uses the Services. If Customer does not agree to be bound by the updated TOS, then Customer should cease use of the Services. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.

9.2 Governing Law. These TOS have been entered into and will be governed by and construed under the laws of the State of Delaware, without regard to the choice of law rules. State and federal courts located in Wilmington, Delaware, will have exclusive jurisdiction over any dispute relating to these TOS, and each party consents to the exclusive jurisdiction of those courts. Our performance of these TOS is subject to existing laws and legal process, and nothing in these TOS is in derogation of our right to comply with law enforcement requests or requirements relating to your use of the Services.

9.3 Assignment. Customer may not assign or delegate Customer’s rights or obligations under these TOS without the prior written consent of Arris. Arris may assign or delegate its rights or obligations under these TOS in connection with a merger, reorganization, change of control, or sale of assets related to the Services. These TOS will be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

9.4 Publicity. Arris may list Customer, and use customer’s logo, for purposes of identifying Customer as its customer on marketing collateral, including, without limitation, Arris’ website, and Customer hereby consents to such use.

9.5 Relationship of the Parties. The parties are independent contractors. These TOS do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

9.6 Binding Agreement.  By using the Services, Customer represents and warrants that (a) it has the authority to enter into these TOS and create a binding contractual obligation and (b) it understands and intends these TOS to be the legal equivalent of a signed, written contract equally binding.

9.7 Entire Agreement. Except as otherwise expressly agreed in writing by the parties, these TOS constitute the entire agreement of the parties with respect to the Services and supersede all prior or contemporaneous proposals, communications and understandings, written or oral. Except as otherwise provided herein, these TOS may not be modified, altered or amended except by a written instrument duly executed by both parties.

9.8 Severability. If any provision of these TOS is held to be invalid, illegal or unenforceable pursuant to applicable law, including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision shall be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these TOS shall continue in effect.

9.9 Waiver.  Neither party will be deemed to have waived any of its rights under these TOS by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of these TOS will constitute a waiver of any other breach of these TOS.

9.10 Questions.  Questions about these TOS should be sent to [email protected].

10. DEFINITIONS

10.1 “Beta Services” means Arris services or functionality that are not generally available to its customers and made available to Customer at no additional charge that are clearly designated as beta, pilot, limited release, developer preview, non-production, or evaluation, or by a similar description.

10.2 “Confidential Information” means any information of a party and includes, without limitation, Customer Data and Arris business terms (including, without limitation, the terms and conditions of these TOS and the pricing and other terms),  business plans, business methods, financial information, products, services, specifications, documentation, inventions, processes, trade secrets, know-how, customers, designs, drawings, computer code, algorithms, formulas, and passwords. Confidential Information does not include information which (a) was rightfully in the possession of the receiving party prior to receiving it from the disclosing party; (b) is independently developed by the receiving party without use of or reliance upon the Confidential Information of the disclosing party; or (c) was in the public domain at or subsequent to the time of use by the receiving party (through no breach by the receiving party).

10.3 “Customer Data” means electronic data and information Customer or any User inputs or submits in connection with its access to or use of the Services.

10.4 “User” means users of the Services who are (a) users who use the Services to administer and manage a production or project on behalf of Customer or (b) users who are invited by or on behalf of Customer to join a production or project created in the Services. “Users” may include Customer’s and its affiliate’s employees and consultants.

© 2025, Arris Software, Inc.  All rights reserved.