Terms and Conditions
14 November 2019, 00:00 GMT
END-USER LICENCE AGREEMENT – KNOGIN CYBEREASY
PLEASE READ THIS END-USER LICENCE AGREEMENT CAREFULLY BEFORE USING THIS SOFTWARE.
This End-User Licence Agreement (the “Licence”) is a legal agreement between you as Licensee (“you” or “your”) and Knogin Cybersecurity Limited (“us”, “our” or “we”) governing your use of the CyberEASY service, which may include associated software components, online or electronic documentation and the content provided and recommendations made to you through it (collectively, the “Software”).
By accessing and using the Software, you agree that you are using the Software you agree to be bound by the terms of this Licence. If you do not agree to the terms of this Licence, do not install or use the Software.
This licence agreement represents the entire agreement concerning the Software between you and us and it supersedes any prior proposal, representation, or understanding between the parties. The Software is protected by copyright and other rights. The Software is licensed, not sold.
1. GRANT AND SCOPE OF LICENCE
The Software is licenced as follows:
1.1 In consideration of the payment by you of the agreed licence fee in accordance with your payment obligations and you agreeing to abide by the terms of this Licence, we hereby grant to you a limited, non-exclusive, non-transferable, revocable licence to access and use the Software, provided always that you adhere to the following licence conditions:
(a) if you are a business user, your use of the Software is limited to internal business purposes only;
(b) if you are a consumer, your use the Software is limited to non-commercial purposes only;
(c) you pay the appropriate Licence Fee as calculated by us in accordance with the terms of this Licence;
(d) you do not delete, amend or otherwise alter any copyright or other ownership notices or legends displayed on, contained in, or attached to the Software;
(e) save as may be expressly provided in this Licence, you shall not sell, trade, market, disclose, publish technical details of, copy, modify, enhance, convert or translate the Software;
(f) you shall comply with all reasonable instructions from us relating to the proper use and operation of the Software; and
(g) in relation to the use of the Software, you shall be responsible for making regular back-up copies of your data, keeping the back-up copies safe and remain solely responsible for your use, operation and management of the Software.
1.2 We may provide you with support services related to the Software (“Support Services”). Any supplemental software code provided to you as part of the Support Services shall be considered part of the Software and subject to the terms and conditions of this Licence.
1.3 You must comply with all applicable laws regarding use of the Software.
2. LICENCE FEE
2.1 Your use of the Software is subject to you paying us the appropriate licence fee. The licence fee is calculated based on the number of users of the Software whether you use the Starter, Professional or Enterprise versions of the Software. If you do not meet your payment obligations we may suspend or block access to the Software.
3. USE RESTRICTIONS
3.1 Except as expressly set out in this Licence or as permitted by any local law, you must not:
(a) reverse engineer, decompile, or disassemble the Software except as permitted by applicable law;
(b) copy the Software except where such copying is incidental to normal use of the Software, or where it is necessary for the purpose of back-up or operational security;
(c) resell, distribute, rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Software;
(d) use the Software in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into the Software;
(e) infringe our intellectual property rights or those of any third party in the Software;
(f) transmit via the Software any material that is defamatory, offensive or otherwise unlawful;
(g) provide or otherwise make available the Software in whole or in part (including but not limited to program listings, object and source program listings, object code and source code), in any form to any person other than your employees without prior written consent from us;
(h) use the Software in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and
(i) collect or harvest any information or data from any service or our systems or attempt to decipher any transmissions to or from the servers running any service.
3.2 Where you hold one validly licensed copy of the Software:
(a) you must not use the Software on any system with more than one user; and
(b) you must not permit the use of the Software by more than one user.
3.3 Where you hold multiple, validly licensed copies of the Software:
(a) you must not use the Software on any system with more than the number of users permitted by the licence; and
(b) you must not permit the use by more users than the number permitted by the licence.
3.4 We reserve the right to block or restrict your access to the Software if you are in breach of this Licence or if we have reason to suspect that you are in breach of this Licence.
3.5 Nothing in the terms of this Licence shall limit, restrict or prevent us from issuing proceedings for the recovery of any unpaid or outstanding Licence Fees from you, which have arisen during your use of the Software, or to pursue any remedies available to us to the fullest extent permitted by law.
4. INTELLECTUAL PROPERTY RIGHTS
4.1 All rights, including, but not limited to, copyright, in and to the Software are retained by us. All rights in the content which may be accessed through the Software is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws. All rights not expressly granted are reserved by us.
4.2 You acknowledge that you have no right access to the Software in source code form.
5. UPDATE TO THE SOFTWARE AND CHANGES TO THE SERVICE
5.1 From time to time we may automatically update the Software to improve performance, enhance functionality, reflect changes to the operating system or address security issues. Alternatively, we may ask you to update the Software for these reasons.
5.2 If you choose not to install such updates or if you opt out of automatic updates, you may not be able to continue using the Software.
6. LIMITED SOFTWARE WARRANTY
6.1 For a period of 30 days from the date on which you first use the Software (the “Warranty Period”) we warrant that when properly used under normal conditions, the Software will perform substantially as advertised.
6.2 If, within the Warranty Period, you notify us in writing of any defect or fault in the Software as a result of which it fails to perform substantially, we will, at our sole option, make best efforts to remedy the defect or fault in the Software, provided that you make available to us all the information that may be necessary to help us to remedy the defect or fault, including sufficient information to enable us to recreate the defect or fault.
6.3 The warranty does not apply:
(a) if the defect or fault in the Software is a result of misuse, abuse, neglect, problems with electric power, acts of nature, unusual temperatures or humidity, improper installation;
(b) if the defect or fault in the Software results from you having altered or modified the Software; and
(c) if the defect or fault in the Software results from you having used the Software in breach of the terms of this Licence.
6.4 If you are a consumer, nothing in this Section 6 shall limit your statutory rights.
6.5 This Licence sets out the full extent of our obligations and liabilities in respect of the supply of the Software. Except as expressly stated in this Licence, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Software which might otherwise be implied by law, whether by statute, common law or otherwise, is hereby excluded to the fullest extent permitted by law.
7. LIMITATIONS OF LIABILITY – BUSINESS USER
This Section 7 shall apply only if you are a business user of the Software:
7.1 You acknowledge that the Software has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the functions of the Software meet your requirements.
7.2 We only supply the Software for internal use by your business, and you agree not to use the Software for any re-sale purposes.
7.3 We shall not in any circumstances be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Licence for:
(a) loss of profits, sales, business, or revenue;
(b) business interruption;
(c) loss of anticipated savings;
(d) loss or corruption of data or information;
(e) loss of business opportunity, goodwill or reputation; or
(f) any indirect or consequential loss or damage.
7.4 Other than the losses set out in clause 7.3 (for which we are not liable) and subject to clause 7.5, our maximum aggregate liability under or in connection with this Licence whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to the licence fee paid by you to us during the 12 month period immediately preceding the date on which the claim arose.
7.5 Nothing in this Licence shall exclude or restrict our liability for death or personal injury arising out of our negligence, or for fraud or fraudulent misrepresentation or for any other liability that cannot be excluded or restricted by applicable law. 7.6 This Licence sets out the full extent of our obligations and liabilities in respect of the supply of the Software.
8. LIMITATIONS OF LIABILITY – CONSUMER
This Section 8 shall apply only if you are a consumer of the Software:
8.1 You acknowledge that the Software has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the functions of the Software meet your requirements.
8.2 As a consumer, we only supply the Software to you for domestic and private use. You agree not to use the Software for any commercial, business or re-sale purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
8.3 We are only responsible for loss or damage you suffer that is a foreseeable result of our breach of this Licence or our negligence up to the amount specified in clause 8.4, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if they were an obvious consequence of our breach or if they were contemplated by you and us at the time we granted you the Licence.
8.4 Other than the losses set out in clause 8.3 (for which we are not liable) and subject to clause 8.5, our maximum aggregate liability under or in connection with this Licence whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to the licence fee paid by you to us during the 12 month period immediately preceding the date on which the claim arose.
8.5 Nothing in this Licence shall exclude or restrict our liability for death or personal injury arising out of our negligence, or for fraud or fraudulent misrepresentation or for any other liability that cannot be excluded or restricted by applicable law.
(a) Names, titles, and aliases;
(a) Contact details such as telephone numbers, addresses, and email addresses;
(a) Where they are relevant to us (such as when a person applies for employment), or where you provide them to us, we may process information such as gender, age, marital status, nationality, education/work history, academic/professional qualifications, hobbies, family composition, and dependants;
(a) Where you pay for services, financial identifiers such as bank account numbers, payment card numbers, payment/transaction identifiers, policy numbers, and claim numbers;
(a) The personal data we process may include sensitive or other special categories of personal data such as criminal convictions, racial or ethnic origin, mental and physical health, details of injuries, medication/treatment received, political beliefs, trade union affiliation, genetic data, biometric data, data concerning and sexual life or orientation; and
(a) System event logs and electronic behavioural patterns which are necessary for the Software to function.
9.3 Please be aware that internet transmissions are never completely private or secure and that any message or information you send using the Software or any service provided pursuant to the Software may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.
10. EVENTS OUTSIDE OUR CONTROL
10.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Licence that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in clause 10.2.
10.2 An “Event Outside Our Control” means any act or event beyond our reasonable control, including without limitation failure of public or private telecommunications networks.
10.3 If an Event Outside Our Control takes place that affects the performance of our obligations under this Licence:
(a) our obligations under this Licence will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and
(b) we will use our reasonable endeavours to find a solution by which our obligations under this Licence may be performed despite the Event Outside Our Control.
11.1 Without prejudice to any other rights or remedies, we may terminate this Licence and block or restrict your access to the Software if you fail to comply with its terms.
11.2 If your breach of the Licence can be remedied, we will give you a reasonable opportunity to do so.
11.3 If we terminate your rights to use the Software:
(a) all rights granted to you under this Licence shall cease and you must stop using the Software;
(b) you must immediately cease all activities authorised by this Licence;
(c) you must immediately pay to us any sums due to us under this Licence as of the date of termination; and
(d) you must immediately delete or remove the Software from all computer equipment in your possession.
12.1 We may transfer our rights and obligations under this Licence to another organisation, but this will not affect your rights or our obligations under this Licence.
12.2 You may only transfer your rights or obligations under this Licence if we consent to such transfer in writing.
12.3 If any court or relevant authority decides that any provision of this Licence is unlawful, the remaining paragraphs will remain in full force and effect.
12.4 Even if we delay in enforcing this Licence, we can still enforce it later. If we do not insist immediately that you do anything that you are required to do under this Licence, or if we delay in taking steps against you in respect of your breaking any terms of the Licence, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.
12.5 We shall not be liable for delay or failure to perform any of our obligations under this Agreement if such delay or failure results from any circumstance beyond our reasonable control, including, but not limited to, acts of government, delay or failure of any supplier, sub contractor or carrier and we shall be excused of performance of such obligation to the extent that such circumstances prevail.
12.6 This Licence and any document expressly referred to in it constitutes the entire agreement between us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter. You agree that you shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Licence or any document expressly referred to in it. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this in this Licence or any document expressly referred to in it.
12.7 If you wish to contact us for any other reason please contact our customer service team at .
12.8 If we have to contact you we will do so using the contact details that you have provided to us.
13. CHANGES TO THESE TERMS
13.1 We may need to change these terms to reflect changes in applicable laws or best practice or to deal with additional features to the Software which we introduce.
13.2 We will give you at least 30 days’ notice of any change by email.
13.3 If you do not accept the notified changes you will not be permitted to continue to use the Software and you may apply for a refund, which will reflect the period that the Software has been available to you prior to cancellation.
14. GOVERNING LAW
The Licence shall be governed by and construed in accordance with the laws of Ireland and any disputes in relation to this licence shall be subject to the exclusive jurisdiction of the Irish courts. If you are a consumer of the Software and if mandatory statutory consumer protection regulations in your country of residence contain provisions that are more beneficial for you, such provisions shall apply irrespective of the choice of Irish law. As a consumer, you may bring any judicial proceedings relating to this Licence before the competent court of your place of residence or the competent court of our place of business in Ireland.
If you are a consumer you can access the European Commission’s online dispute resolution platform here: http://ec.europa.eu/consumers/odr. However, we are not committed nor obliged to use an alternative dispute resolution entity to resolve disputes with consumers.
This Section 15 shall only apply if you are a consumer of the Software:
15.1 You may cancel this contract within 14 days of purchasing the Software without giving any reason (the “Cancellation Period”). The Cancellation Period will expire after 14 days from the date of purchasing the Software.
15.2 Upon giving your approval to download the Software to your computer, you waive your right to cancel this contract under this Section 15.
15.3 To exercise the right to cancel, you must inform us of your decision to cancel this contract by an unequivocal statement (e.g. a letter sent by post, fax or e-mail). You may use the attached cancellation form but it is not obligatory.
15.4 To meet the cancellation deadline, it is sufficient for you to send your communication concerning your exercise of the right to cancel before the cancellation period has expired.
15.5 If you cancel this contract, we will reimburse to you all payments of the Licence Fee received without undue delay and in any event not later than 14 days from the day on which we are informed about your decision to cancel this Licence. We will carry out such reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of such reimbursement.
15.6 If you cancel this contract:
(a) all rights granted to you under this Licence shall cease and you must stop using the Software;
(b) you must immediately cease all activities authorised by this Licence; and
(c) you must immediately delete or remove the Software from all computer equipment in your possession.
MODEL CANCELLATION FORM
Complete and return this form only if you wish to cancel the contract
To Knogin Cybersecurity Limited:
I/We [*] hereby give notice that I/We [*] cancel my/our [*] contract of sale for the following goods [*] for the provision of the following service [*]:
Ordered on [*]/Received on [*] :
Name of Consumer(s):
Address of Consumer(s):
Signature of Consumer(s):