NOTICE: BY REGISTERING AND USING THE SOFTWARE, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS END-USER SOFTWARE LICENSE AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS LICENSE AGREEMENT, YOU MUST NOT USE THE SOFTWARE.
Definitions
In this License Agreement, unless it is expressly provided otherwise or the context otherwise requires, the capitalized terms set out below have the corresponding meanings ascribed to them:
“Contract” means the contract entered between the Licensor or the Distributor and the Licensee upon the confirmation and the acceptance of the Purchase Order by the Licensor or the Distributor, in a written form or by electronic means, including email. This License Agreement forms an inseparable part of the Contract.
“Description” means any written or electronic explanatory materials, such as any description of the Software, its specifications and properties, manuals, description of the correct use, etc. as published on the Website from time to time.
“Distributor” means the entity authorized by the Licensor to conclude a Contract with the Licensee.
“Free Version Software” means a version of the Software with limited functionality or content, solely for demonstration, testing and/or trial purposes.
“Free Version License” means a License granted in respect of the Free Version Software for the Free Version License Term.
“Free Version License Term” means a definite period of maximum 30 days, as determined by the Licensor at its sole discretion from time-to-time.
“Identification Data” means the User’s actual and real name and personal e-mail address given by the Licensee and/or the User upon Registration and, except for the User’s name, amended by the Licensee and/or the User in accordance with the terms of this License Agreement from time to time.
“License” has the meaning ascribed to such term in Section 2 of this License Agreement.
“Licensee” means the entity or private individual with whom the Contract is concluded.
“Licensee User” means a User who is authorized by the Licensor to use the Software and whose Identification Data are provided by the Licensee for this purpose to the Licensor during the Term, up to the number of the Licensee Users set out in the Contract.
“License Fee” means the fee payable by the Licensee for the License to the Licensor or the Distributor based on the Contract.
“Licensor” means CYDRILL Software Security Limited Liability Company, a limited liability company registered under the laws of Hungary (registered seat: 1111 Budapest, Lágymányosi utca 11., Hungary; company registry number: 01-09-336917; EU VAT number: HU26645113) as well as its successors and assigns.
“Parties” means the Licensor, the Licensee and the User and “Party” means any of them.
“Payment Date” means the day on which the full amount of the License Fee and, if applicable the Trainer Fee and the Reimbursable Expenses as set out in the Contract is credited to the Licensor’s [or the Distributor’s] bank account.
“Purchase Order” means the purchase order placed by the Licensee to the Licensor or the Distributor in respect of the License and/or the Training Course, in a written form or by electronic means, including email.
“Registration” means the registration to the Website by the Licensee and/or the User in accordance with the instructions as published on the Website.
“Reimbursable Expenses” means the documented travelling and accommodation costs and expenses incurred by the Licensor in connection with a Training Course held with the trainer’s presence in person.
“Software” means any software products accessible through the Website, including but not limited to the Website and all files whether in object code or source code format and data relating thereto such as coding, header files, static libraries, graphics and example files, application programming interfaces, associated media (text, photographs, images, templates, audio, video etc.) and any updates, upgrades, new versions and maintenance releases thereto.
“Subscription License” means a License granted for the Subscription License Term.
“Subscription License Term” means a definite period of 12 months from the date set out in the Contract.
“Term” means (i) in respect of the Subscription License the Subscription License Term; (ii) in respect of the Training License the Training Environment License Term and the Training Access License Term; and (iii) in respect of the Free Version Software the Free Version License Term, as the case may be.
“Third Party Applications” has the meaning ascribed to such term in Section 7.1.
“Trainer Fee” means the fee payable by the Licensee for the Training Course to the Licensor or the Distributor based on a Contract.
“Training Access License” means a License granted for the Training Access License Term.
“Training Access License Term” means a definite period of 3 months from the expiry of the Training Environment License Term.
“Training Environment License” means a License granted for the Training Environment License Term.
“Training Environment License Term” means the duration of the Training Course.
“Training Course” means a training course provided by the Licensor to Licensee Users in connection with the use and benefits of the Software, pursuant to the terms of a Contract.
“Training License” means the Training Environment License and the Training Access License.
“Training Manual” means the documentation which is made accessible by the Licensor to the Licensee User through the Website or other electronic means or in printed version in connection with the use of the Software based on a Subscription License or a Training License, to provide the User with an extract of the training parts already performed by the User.
“User” means the private individuals entering the Website and/or using the Software.
“Website” means the https://cydrillsergeant.com website of the Licensor.
Grant of License
The Licensor grants a non-exclusive and, except as expressly provided for in this License Agreement, non-transferable right to use the Software solely in accordance with the terms and conditions of this License Agreement (“License”).
The Subscription License and the Training License are granted to the Licensee subject to the conclusion of the Contract and the payment of the License Fee pursuant to the Contract. The Licensee User may use the Software based on and in accordance with the License of the Licensee.
The Free Version License is granted to the User only to use the Free Version Software subject to Registration.
The entry to the Website and the use of the Software requires Registration by the Licensee and the User prior to their first use. Following the Registration, the Software may be used by the User with his/her own Identification Data, without no further registrations. The Licensor may terminate the Registration if the License is terminated by the Licensor in accordance with Section 5.2(iii). The Licensor must terminate the Registration upon the request of the User. Upon the termination of the Registration, the Licensee User’s results (live scores etc.) achieved by using the Software will be permanently deleted.
The software and hardware requirements for using the Website and the Software by the Licensee and the Users are set out at https://cydrill.com/technical-requirements/. The Licensee and the Users are responsible for ensuring such requirements.
License conditions
Conditions for the Licensee
Based on the License, the Licensee may grant access to and allow the Licensee User to use the Software during the respective Term, including the right to “reproduction” necessary for running the Software solely in accordance with the Contract, this License Agreement.
The Licensee may, at anytime during the Term, ask the Licensor to terminate any Licensee User’s access to the Software, however the Licensee is not entitled automatically to replace such Licensee User with a new person.
The Licensee is responsible for the Licensee User using the Software in accordance with the terms of the Contract, this License Agreement.
The Licensee may save and make copies of the Licensee User’s results (live scores etc.) achieved by using the Software.
Conditions for the User
Based on the License, the User may use the Software, including the right to reproduction necessary for running the Software, and benefit from using the functionality of the Software during the respective Term and Extension Period, unless the License is terminated by the Licensor pursuant to the terms of this License Agreement, or the Licensor terminates the Licensee User’s access to the Software upon the Licensee’s request earlier, solely in accordance with this License Agreement.
The User may Register and use the Software with his/her own Identification Data only.
The Licensee User may save and make copies of his/her own results (live scores etc.) achieved by using the Software, which is expressly consented by the Licensee based on this License Agreement.
If a Licensee User’s License terminates either upon the expiry of the Term or otherwise without the termination of his/her Registration by the Licensor, the Licensee User may, based on his/her Registration, use the Software as a new Licensee’s Licensee User pursuant to the terms of such new Licensee’s Contract and access his/her former track record and results (live scores etc.) achieved by the Software, which is expressly consented by the Licensee based on this License Agreement.
Restriction of Use
Neither the Licensee, nor the User must use the Software in violation of the terms of this License Agreement, in particular
neither the Licensee, nor the User must
register and/or use the Software with unreal Identification Data or with Identification Data of other persons;
disclose its password to any person. The Licensee and the User shall bear responsibility for all activities conducted under their Identification Data and password;
use the Software for any purpose other than those expressly provided in the License Agreement and any Description;
use the Free Version Software for any purpose other than trying out and testing the Software, such as for training, and learning purposes or other professional benefits;
reproduce, save, copy, distribute, rent, lease, sell, sublicense, publicly perform, broadcast, sale or otherwise dispose of all or part of the Software to any person;
modify, alter or create derivative works based on the Software;
analyze, decompile, disassemble, reverse engineer, or otherwise attempt to derive all or any part, in particularly the source code of the Software, except for the scope in which such limitation is explicitly prohibited by law;
remove or modify any copyright, trademark, proprietary rights, disclaimer or warning notice included or embedded in any part of the Software;
the Licensee must not
allow any of its employees or any other person to use the Software, other than the Licensee Users whose Identification Data were provided by the Licensee to the Licensor up to the number of Licensee Users set out in the Contract; and
charge the Licensee Users fees or costs for the use of the Software on whatsoever legal title.
the User must not allow any person to use the Software with the Licensee’s Identification Data or otherwise.
The Licensee and the User must not use the Software for any purposes which is illegal based on the copyright laws, international treaties and other legal regulations applicable to the use of the Software, including the laws of the country in which the Licensee and/or the User uses the Software.
Term, termination
The License is granted for the respective Term, unless the Term is extended, or the License is terminated earlier pursuant to the terms of this License Agreement.
Opt-in to Subscription License; extension of the Subscription License Term
The Licensee may subscribe to a Subscription License 30 days before the expiry of the Training License Access Term through the Website.
The Subscription License Term automatically extends with additional one month (“Extension Period”) at the expiry of the Subscription License Term and each Extension Period thereafter, unless 30 days before the expiry of the Subscription License Term or the Extension Period (i) either the Licensor or the Licensee cancels such automatic extension through the Website; or (ii) a new Contract is concluded for a different Subscription License Term.
The Licensee shall pay the Licensee Fee for the Extension Period in the amount of 1/10 (one tenth) of the Licensee Fee payable for the Subscription License Term.
Termination of License and/or the Contract
The License automatically terminates upon the expiry of the Term or the termination of the Contract for any reason, including the cancellation of a Training Course in accordance with Section 5.5.
The License and/or the Contract may be terminated for cause with immediate effect by the Licensor before the expiry of the Term or the Extension Period, upon notice to the Licensee and/or the User, if the Licensee or the User fails to comply with any provision of the Contract or of this License Agreement. In case of such termination, the Licensor/Distributor may keep the License Fee paid by the Licensee on title frustration penalty.
Effects of termination
As of the termination of the License the Licensee and the User may no longer access and use the Software in any manner.
The termination of the License does not affect the Licensee’s and the User’s rights to dispose of or utilize the certificates issued by the Licensor on the User’s results (live scores etc.) achieved by using the Software.
The termination of the License does not affect the User’s rights to use the Training Manuals downloaded, saved or printed by the Licensee User for its own purposes.
The termination of the License does not entitle the Licensee or the User to any refund of any License Fee, save for in accordance with Section 8.1 (iii) and 8.2 (iii).
Cancellation of a Training Course
The Licensee may cancel any of the Training Courses at any time before the commencement of the Training Environment License Term by written notice (“Cancellation Notice”) to the Licensor and, if applicable, to the Distributor.
Intellectual property rights
Except for the Third Party Applications, all rights, title and interest in and to the Software or any part thereof, and/or to the Training Courses and materials (including the Training Manuals) and/or to the marketing materials of these, including but not limited to all copyrights, patents, trademarks, trade secrets and any other intellectual and industrial property or proprietary rights, including registrations, applications, renewals and extension of such rights (“IP Rights”) are the exclusive property of the Licensor, whether or not specifically recognized or protected under applicable law. Furthermore, Licensee and User agree not to engage in any acts that might jeopardize, or contest or attempt to acquire, any IP Rights of the Licensor.
All IP Rights, except as expressly provided for in this License Agreement, are reserved by the Licensor. The Licensee and the User must not, except for as specifically permitted by this License Agreement, register, make any use of, exploit (directly or indirectly, especially through any other subcontractor) any IP Rights (whether registered or not) of the Licensor, and must not object and/or challenge the existence or validity thereof.
The Licensee User may, without additional charges, during the Term, download, save and make copies of the Training Manuals with a watermark indicating his/her Identification Data and use the Training Manuals solely for the purpose of his/her own enjoyment of the benefits of the Software, pursuant to the terms of the License.
The Parties shall remain the sole owner of any trade names, trademarks and symbols or other intellectual property owned or used by the Party including any goodwill that accrues thereto with respect to the use or exploitation of these trade names. Even if Licensor publishes as co-branded any material or document created by the Licensor, all related rights of the published material shall remain the sole and exclusive property of the Licensor without providing any rights to the Licensee, the User or any third parties.
The Licensee gives its consents that the Licensor may indicate the Licensee in its reference list and use the Licensee’s trade name and logo for marketing purposes.
Third Party Applications
The use of the Software might require the use of, and portions of the Software might contain or be derived from, applications developed and/or maintained by third parties (“Third Party Applications”). The link to the license terms of the Third Party Applications (if any) are available at the Website ‘as is’, without any warranty or responsibility of the Licensor. It is the Licensee’s and the User’s responsibility to check any changes and additions to the license terms of the Third Party Applications.
All use of Third Party Applications is subject to and governed by the license terms of the respective Third Party Application. Licensee and User agree to indemnify, defend and hold the Licensor harmless for any of their non-compliance with the license terms of the Third Party Applications.
Invoicing and payments
If the Contract is concluded between the Licensor and the Licensee
the Licensee shall pay (a) the License Fee plus any applicable VAT for the Term or, if the Subscription License Term automatically extends pursuant to this License Agreement, for the Extension Period; and, if applicable (b) the Trainer Fee plus any applicable VAT; and (c) the Reimbursable Expenses to the Licensor within 10 (ten) calendar days from the date of the Licensor’s invoice, via bank transfer to the bank account indicated on the Licensor’s invoice;
the Licensor shall issue its invoice on (a) the License Fee and, if applicable, the Trainer Fee simultaneously with the confirmation of the Purchase Order; and (b), if the Term automatically extends pursuant to this License Agreement, on or after the day of such automatic extension; and (c) if the Licensee orders a Training Course with the trainer’s presence in person on the Reimbursable Expenses on or after the Reimbursable Expenses incur by the Licensor; and
If the Licensee cancels a Training Course pursuant to Section 5.5, the Licensor shall refund to the Licensee the Trainer Fee and the License Fee of the Training License within 30 days after the receipt of the Cancellation Notice as follows:
if the Cancellation Notice is received by the Licensor more than 30 calendar days before the start date of the Training Course, 100% of the Trainer Fee and the License Fee of the Training License shall be refunded;
if the Cancellation Notice is received by the Licensor 30-15 calendar days before the start date of the Training Course, 50% of the Trainer Fee and the License Fee of the Training License shall be refunded; and
if the Cancellation Notice is received by the Licensor less than 15 calendar days before the start date of the Training Course, 0% of the Trainer Fee and the License Fee of the Training License is refundable.
If the Contract is concluded between the Distributor and the Licensee
the Licensee shall pay (a) the License Fee plus any applicable VAT for the Term and, if the Subscription License Term automatically extends pursuant to this License Agreement, for the Extension Period and, if applicable (b) the Trainer Fee plus any applicable VAT and the Reimbursable Expenses plus any applicable VAT to the Distributor;
the Distributor shall issue its invoice on (a) the License Fee, and if applicable, (b) the Trainer Fee and (c) the Reimbursable Expenses; and
If the Licensee cancels a Training Course pursuant to Section 5.5, the Distributor shall refund to the Distributor the Trainer Fee; the License Fee of the Training License and, if applicable, the Reimbursable Expenses pursuant to the terms of the Contract.
If a deduction or withholding in accordance with applicable national law and international tax convention is required to be made from any payment by the Licensee to the Licensor under this License Agreement, the Licensee Fee and, if applicable, the Trainer Fee and the Reimbursable Expenses shall increase by such additional amount as will ensure that the net amount the Licensor receives and retains equals the full amount which it would have received and retained had the deduction or withholding not been required.
Privacy
In relation to the scope, use, protection, sharing, handling, management and procession of data that the Licensee and/or the User gives to the Licensor, including the Identification Data, and/or the Licensor obtains from the use of the Software or the performance of the training courses provided by the Licensor in connection with the use of the Software, the Privacy Policy of the Licensor at https://cydrill.com/privacy-policy shall apply and form an integral part of this License Agreement.
In relation to the scope, use, protection, sharing, handling, management and procession of personal data of the Licensee (if the Licensee is a private individual) and of the User obtained from the use of the Software and the Website, EU Regulation 2016/679 on General Data Protection Regulation (GDPR) and the Hungarian Data Protection Act (Act CXII of 2011) and shall apply.
Maintenance and support
The Licensor uses its best efforts to maintain and keep updated the Software, however the Licensor assumes no obligation to provide maintenance or support for the Software or to notify the Licensee and/or the User of bug fixes, patches, or updates (“Updates”) to the Software (if any).
It is understood by the Licensee and the User that in case the Licensor, in its sole discretion, makes an Update available and Licensor does not make the use of such Update conditional upon the conclusion of a separate Contract, such Update shall be considered part of the Software and subject to the terms and conditions of this License Agreement.
Disclaimer
It is understood and accepted by the Licensee and the User that the Licensor uses its best efforts to provide the Software and the maintenance and support services related to the Software (if any) without any faults and defects, however the Software is provided ‘as is’ without any warranties of any kind, whether express, implied or statutory, to the maximum extent permitted by applicable law.
To the maximum extent permitted by the applicable law, Licensor hereby disclaim in relation to the Software and the support and maintenance services (if any) all warranties and conditions, whether express, implied or statutory, including, but not limited to warranties or conditions of or related to title, non-infringement, merchantability, fitness for a particular purpose and correspondence to the Description.
To the maximum extent permitted by the applicable law, the Licensor shall in no event be liable for any lost profits, revenues, or business opportunities, loss of use, loss of data, loss of confidential or other information, business interruption and any other direct, indirect, special, incidental, criminal, subsequent or consequential damages whatsoever, whether based on contract, tort, negligence product liability or otherwise, arising out of or in any way related to the use of or inability to use the Software or the support and maintenance services (if any), regardless whether the Licensor has been advised or should have had knowledge of the possibility of such damages.
Limitation of liability
Notwithstanding Section 11 above, to the maximum extent permitted by applicable law and subject to Sections 12.2 and 12.3 below, the Licensor’s maximum total liability connected with or resulting from a Contract and this License Agreement for all claims, losses and damages, irrespective of its legal basis (e.g. breach of contract, breach of warranty (express or implied), tort or otherwise), and whether by act or omission, is limited in 50% of the net License Fee.
Subject to Section 12.3, in no event shall the Licensor, the Licensee and the User be liable for the following indirect, incidental, special or consequential loss or damage: (i) loss of actual or anticipated revenue or profit; (ii) loss of turnover; (iii) loss of data; (iv) loss of business or business interruption; (v) loss of contract; (vi) loss of goodwill; (vii) loss of use; (viii) damage arising from the use of Third Party Applications; (ix) other claimed economic loss or damage.
The limitation of liability does not apply to the infringement of intellectual property rights and for breaches of confidentiality obligations.
The limitation of liability shall survive termination or expiration of the Contract or the License for whatever reason.
No claims may be asserted against the owners, executives, directors, employees, agents and other representatives (“Representatives”) of the Licensor or the Licensee in connection with the Contract and this Agreement. The Representatives may directly refer to this exclusion of liability.
Successors and assigns
This License Agreement shall be binding upon and Licensor, the Licensee and the User. The Licensor may assign or transfer any of its rights and/or obligations hereunder (including its entire contractual position) to any third parties, which is hereby acknowledged and agreed by the Licensee and the User. The Licensee and the User may assign or transfer any of the rights or obligations hereunder to any other party with the prior written consent of the Licensor only.
Confidentiality
The Parties shall keep confidential all information of which they become aware in relation to the preparation, conclusion, fulfilment, and amendment of the Contract and the use of the Software (“Information”).
Unless expressly classified otherwise by the Party that discloses the Information (“Disclosing Party”), all Information (including information disclosed orally and those became known regardless to the Disclosing Party’s conduct) and regardless to the storage medium and the form of it, remains the exclusive property of the Disclosing Party. The Party that receives the Information (“Receiving Party”) undertakes, without limitation in time, not to disclose, make accessible, make public, or reproduce the Disclosing Party’s Information, except:
the Information which was already known by the Receiving Party upon its disclosure by the Disclosing Party, or becomes thereafter publicly known other than through a negligent act or omission of the Receiving Party; or
which is lawfully obtained at any time by the Receiving Party from a third party without restrictions in respect of disclosure or use; or
if the Receiving Party is obliged to disclose the Information by law provided that the Receiving Party shall give the Disclosing Party a prior notice on that.
The Receiving Party is responsible for its Representatives to have access to and use the Disclosing Party’s Information to the extent it is necessary for the purpose of the fulfilment of the Contract, this License Agreement and for the enjoyment of the License. The Receiving Party shall remain responsible for all Representatives to comply with the confidentiality provisions of this License Agreement. If its Representatives breach the confidentiality obligation, the Receiving Party shall be held liable, as if the breach of confidentiality had been committed by itself.
Notices
All notices, consents demands and approvals under the Contract and this License Agreement must be delivered by email, in writing by personal delivery, by delivery service or courier, or by registered mail (postage prepaid and return receipt requested) in English language to the following contact persons:
If to the Licensor: the Licensor’s executive contact person indicated on the Website
if to the Licensee: the Licensor’s executive contact person indicated on the Purchase Order
The above-mentioned contact persons shall be authorized to make any and all statements and declaration that may or should be made based on the Contract. Statements signed by the contact persons shall be considered as contractual statement of the given party. The notices shall be deemed delivered as follows:
if delivered personally at the time of delivery;
if sent by registered mail, courier or delivery service, on the date indicated on the acknowledgement of receipt, or five (5) calendar days after the date of posting, if the delivery was unsuccessful at the addresses set out in Section 15.1;
if sent by email at the time the recipient confirmed the receipt of the email.
Miscellaneous
The actual and legally binding legal relationship shall be constituted between (i) the Licensor and the Licensee by the execution of the Purchase Order by the Licensor and Licensee and by the Registration by the Licensee; and (ii) the Licensor and User by the Registration by the User. The sending and acceptance of quotes and discussion about the License and the terms of the Purchase Order shall in no event constitute a Contract or granting a License.
The Contract and this License Agreement represents the single, complete and entire agreement between the Licensor and the Licensee and supersedes and cancels all prior understandings, information, representations, communications or advertising with respect to the Software.
If any provision of the Contract or this License Agreement shall be held by a court of competent jurisdiction to be unenforceable or invalid, in whole or in part, under the applicable law, such provision or part shall to that extent (and that extent only) be deemed not to form part of this License Agreement but the legality, validity and enforceability of the remainder of this License Agreement shall not be affected.
The Contract and this License Agreement shall be governed by and construed in accordance with the laws of Hungary with the exclusion of the application of the United Nations Convention on Contracts for the International Sale of Goods.
Any dispute or difference arising out of or in connection with the Contract, this License Agreement, or the Licensee’s or the User’s use of the Software shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by three arbitrators appointed in accordance with the said Rules. The place of arbitration shall be Vienna, Austria. The language to be used in the arbitral proceedings shall be English.
Section 16.5 is not applicable to disputes between the Licensor and the private individual Licensee and Users. Any dispute or difference between the Licensor and such private individuals arising out of or in connection with this License Agreement, or the User’s use of the Software shall be finally settled by the ordinary courts of Hungary, provided that where the party bringing proceedings is the Licensor, the Licensor may, in its absolute discretion, do so in the courts of any other country which may have jurisdiction.