Terms of Services
Last updated: (March 03, 2021)
Please read these Terms of Service carefully before using the cybele.space website operated by Cybele as well as other CybELE Services.
Your access to and use of the CybELE Services is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the CybELE Services.
By accessing or using the CybELE Services you agree to be bound by these Terms.
Acceptance Criteria means particular specifications agreed on by the Parties in writing and listed that a work or a development of CybELE must meet to be accepted by a Customer.
Affiliate means, with respect to any entity, any other entity directly or indirectly controlling or controlled by, or under direct or indirect common control with, such entity. For the purposes of this definition, an entity shall control another entity if the first entity: (i) owns, beneficially or of record, more than fifty percent (50%) of the voting securities of the other entity; or (ii) has the ability to elect a majority of the directors of the other entity.
Add-on means a separate component which works in conjunction with CybELE Services to provide additional or enhanced functionality. Add-ons include, but are not limited to, plug-ins, macros, extensions and libraries.
Applicable Law means any statute, regulation, order, decree, or other legal requirements that is, has been, or is hereinafter enacted, promulgated, issued, or taken by any governmental entity, including judicial bodies, to the extent applicable to or binding upon a Party with respect to its performance under this Agreement or its assets or undertakings.
Beta Licence means the right granted by CybELE to access and use for internal purposes only a part of the CybELE Platform under the Terms of Service defined in a specific agreement defining.
Business Day means a day other than a Saturday, a Sunday, or any other day on which the principal banks located in Lisbon, Portugal are not open for business.
Confidential Information means non-public, sensitive information in whatever form (including, without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) relating to the business, customers, products, presentations, marketing materials, affairs and finances of the Parties and trade secrets including, without limitation, technical data and know-how relating to the business of the Parties or its Affiliates or any of its or their suppliers, customers, agents, distributors, shareholders, management or business contacts, and information that the Parties creates, develops, receives or obtains in connection with provision of the Services, whether or not such information (if in anything other than oral form) is marked confidential.
Customer means any person or company purchasing one or several CybELE Services.
Customer Information means any information that is transmitted from Customer and in any event, the following items associated with a Customer: the name of the Customer; the address of the Customer; the contact information of the Customer; email address of the Customer or any of its representatives; and Customer segmentation and statistics.
CybELE Content means any data, image, documentation, results, indicators, graphics, software, features, products, algorithm, process, code or other information in any format or language integrated to the CybELE Services.
CybELE Reports means hard copy and digital reports provided by CybELE following the request of a Customer and including Satellite Earth Observation data and associated analytical results.
CybELE Report Component means any information, material, text, data, diagram, logo or image file (.jpeg, .tiff, .png, .pmp, .gif, .bmp, .jfif, .jpe) or enhanced satellite image contained in a CybELE Report or annexed to it
CybELE Platform means the licensed CybELE Platform program(s), including without limitation the Server Web Platform as well as system files and other Web Platform, documentation, packaged application programming interfaces (“APIs”), and CybELE API add-ons, updates and corresponding documentation, online or electronic documentation, and, if any, associated media and printed materials. The CybELE Platform components include non-exhaustively the platform software as well as the data, products and features available on the platform.
CybELE Project Development Services means specific software development or space engineering services provided by CybELE following the request of a Customer.
CybELE Service(s) means any service provided by CybELE to a Customer including the CybELE Platform, the CybELE Reports and the CybELE Project Development Services.
CybELE Website means the website available at the next address : https://cybele.space/
Data means any data contained in or downloaded from the CybELE Web Platform.
Derivative Work means all works, inventions and other subject matter incorporating, based on or derived from any Pre-Existing Technology of a Party in compliance with the Terms of Service of this Agreement.
Documentation means the licensing specifications, user manuals, installation instructions and other supporting materials, including additional, updated or revised materials, if any, that are provided by CybELE in connection with the CybELE Services.
End-user(s) means an individual who is authorized to use the CybELE Platform in accordance with the Terms of Service presented here and the applicable license type set forth, and who has been supplied credentials by CyBELE.
Intellectual Property Rights means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Licence means the right granted by CybELE to access and use the CybELE Platform under the Terms of Service defined hereby and/or the terms of an Order Form.
Licensee means a person or a company purchasing a Licence to use and access the CybELE Platform. A Licensee could include one or several End-users depending on the Licence type.
Login Credentials means the username, email address, and password attached and other specific account characteristics attached to an individual End user.
Order Form means a sales quotation, purchase order or other contractual document drafted by CYBELE that identifies a CYBELE Service purchased by a Customer as well as the Subscription Terms associated.
Pre-Existing Technology means technology and associated Intellectual Property Rights owned or licensed by and to CybELE, including (i) the CybELE Platform and CybELE Reports and its constituent components, including any updates, upgrades, improvements or other modifications to the Platform or any constituent component thereof; (ii) the constituent Computer Code in all of the foregoing (iii) the Documentation; (iv) any data, algorithms, and specifications, and (v) all Intellectual Property Rights related to any of the foregoing.
Product Configuration means a specific configuration of the CyBELE Platform associated with a specific Licence and related Subscription Terms.
Restricted data means sensitive data and personally identifiable information (as defined under the EU Data Protection Directive 95/46/EC)) (PII); information that if disclosed to unauthorised individuals could have a significant impact on legal or regulatory obligations or on its financial status, customers or franchise; information related to identity authentication including passwords and personal identification numbers (PINs); any form of a cryptographic key, financial information regarding former, current and/or prospective clients and employees, and all other information which is subject to applicable laws regarding privacy and/or information security.
Statement of Work means the specific provision that sets forth and defines in detail a CybELE Report or a CybELE Service objectives, expectations, performance standards, and other technical specifications and work processes.
Subscription Terms means the commercial terms related to one Licence and the CybELE Platform pricing policy including, not exhaustively, the Licence content, the Purchase Price, the payment process and the licence period.
Submitted data means any data submitted by a Customer to CybELE.
Taxes means all taxes, assessments, charges, duties, fees, levies, and other charges of a Governmental Authority, including income, franchise, capital stock, real property, personal property, tangible, withholding, employment, payroll, social security, social contribution, unemployment compensation, disability, transfer, sales, use, excise, gross receipts, value-added and all other taxes of any kind for which a party may have any liability imposed by any Governmental Authority, whether disputed or not, any related charges, interest or penalties imposed by any Governmental Authority, and any liability for any other person as a transferee or successor by Law, contract or otherwise.
Terms of Service means the terms and conditions herein presented.
Update means any subsequent release of the CybELE Platform that CybELE generally provides to its customers who are enrolled in and fully paid up under Support Services. Updates do not include any Product that is marketed and priced separately by CybELE such as Add-Ons.
User Content means any data and content submitted by an End User on the CybELE Platform.
General Scope of CybELE Services.
CybELE Services. We provide a series of digital services dedicated to the provision of satellite-based data, information, features and analytics improving the environmental monitoring of different types of industrial activities. All services provided to our User community are subject to these Terms of Service. The available services provided by CybELE (CybELE Services) include, not exhaustively, the access and use of a website (CybELE Website) and a web platform (the CybELE Platform), reporting services (CybELE Reports) and project development services (CybELE Project Development Services).
Change of Orders. A request may be made to CybELE to change an order related to CybELE services. Except as otherwise expressly mentioned by CybELE, the acceptance or refusal of the request is made at CybELE’s sole discretion.
CybELE Platform Service
Grant of Licence. The grant of a licence is subject to the compliance with all Terms of Service set forth in the Terms of Service herein as well as specific agreements previously signed between CybELE and a Licensee.
Licensee and End users. Licensee is responsible for the compliance of its End-users with the Terms of Service and the licenses granted herein and shall be liable for any breach of this Agreement by its End-users.
Non-human devices. In the event a non-human device is using the CybELE Platform without interaction, it should be assimilated to an End-user. Each device that uses the CybELE Platform must be properly licensed with one of the license types described on the CybELE Platform or agreed by CybELE and should comply with the associated Subscription Terms. Examples of non-human devices include, but are not limited to, virtual PCs, build servers, unattended PCs for batch jobs, or similar.
Rights granted. Licenses granted by CybELE are limited, worldwide, non-assignable, non-transferable, non-sublicensable and non-exclusive license to access and use the CybELE Platform pursuant to the Terms of Service herein and the Subscription Terms set forth by CybELE with respect that:
(i) the applicable license fees have been paid;
(ii) the CybELE Licence is used in accordance with the Terms of Service herein and the Documentation;
(iii) the CybELE Licence is used in accordance for the limited purpose set forth by CybELE in the Subscription Terms and the Product Configuration associated to these terms including the number of compatible computer systems licensed applicable, the number of End-users licensed authorised and additional restrictions associated to the access to data, products and features as specified on the CybELE Platform.
Beta Licence. CybELE may grant a Beta Licence to privileged partners for different purposes defined by the Terms of Service of a specific agreement. The Use of a Beta Licence is restricted to internal testing and should comply with the specific restrictions set by CybELE in writing or orally. The Use of a Beta Licence should also comply with this Agreement.
Licence types and content. The information regarding the licence types and content are displayed and presented on the CybELE Platform and/or can be requested to CybELE. CybELE conserves the right to change any Licence content and/or associated Subscription Terms by notifying the change to the Licensee at least one (1) month before it occurs. The End User conserves an option to change or, non-retroactively, cancel its subscription to a Licensee which the content has been modified at the moment that he has been notified. Specific agreements between the Licensee and CybELE can define the Subscription Terms and the Purchase Price on a case-by-case basis.
Continual Development.The Licensee acknowledges that the CybELE Platform may change and that future versions of the CybELE Platform may be incompatible with prior versions of the CybELE Platform. The Licensee acknowledges that CybELE may stop (permanently or temporarily) providing the CybELE Platform (or any features within the CybELE Platform) to CybELE’s sole discretion, without prior notice, although CybELE will endeavor to provide End users with at least one (1) months prior notice.This Agreement governs any Updates, Add-Ons, releases, revisions or enhancements to the CybELE Platform which CybELE may furnish to the Licensee.
Subscription Terms and Purchase Price. Licensee is required to pay CybELE the purchase price specified in the Subscription Terms associated with the Licence purchased when subscribing on the CybELE Platform. Except otherwise specified in the Subscription Terms prices shall be expressed in euros and payment is due on a monthly basis. The Subscription Terms and Purchase Price for each Licence are presented on the CybELE Platform and/or can be requested by CybELE. Specific agreements between the Licensee and CybELE can define the Subscription Terms and the Purchase Price on a case-by-case basis.
Terms of Payment. Payment should be made in immediately available funds, on the payment system provided by CybELE or to the account CybELE according to the process presented on the CybELE Platform or directly by CybELE.
Permitted Use. For each license purchased, Licensee may, during the Licence Period, Use the CybELE Platform.The CybELE Platform will be made available via a web link and an account with access rights associated with the Product Configuration specified in the Subscription Terms. The account will be made available through the provision of a non-transferable username and password after paying the subscription fees. Any Use of the CybELE Platform should be compliant with the provision of this Agreement, the Subscription Terms as well as any other Documentation presented by CybELE.
License Restrictions and Prohibited uses. Any End user agree that it will not engage in the following conduct and will not authorize or aid others in doing so:
(i) Sell, rent, lease, sublicense, distribute, lend, assign or time-share the CybELE Platform, or a component thereof, to a third party or act as a service bureau or commercial service provider that allows third-party access to the CybELE Platform;
(ii) Remove, delete or obscure any CybELE or its third-party contributors’ patent, copyright, trademark, confidentiality or other proprietary rights notices contained in or affixed;
(iii) Transmit or submit any User Content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, offensive, obscene, pornographic, lewd, lascivious, or otherwise objectionable, as determined by CybELE.
(iv)Submit User Content knowing it is false, misleading, untruthful, or inaccurate.
(v) Utilize any automated means, including without limitation scraping, to obtain content from the Services, with the exception of authorized use of the CybELE API.
(vi) Use the CybELE Platform to transfer or exchange any material where such transfer or exchange is prohibited by intellectual property law or any other applicable law
(vii) Post User Content which infringes another’s copyright, trademark, trade secret.
(viii) Post unsolicited advertising or unlawfully promote products or services.
(ix) Harass, threaten or intentionally embarrass or cause distress to another person or entity.
(x) Impersonate another person.
(xi) Introduce viruses, worms, Trojan horses and/or harmful code to the Services or implement a denial of service attack or introduce or implement any other code or routine which results in disruption or damage to the Services.
(xii) Obtain unauthorized access to any computer system through the Services.
(xiii) Invade the privacy of any person, including but not limited to posting personally identifying or otherwise private information about a person without their consent (or their parent’s consent in the case of a child under 13 years of age).
(xiv) Use, or allow the use of, the Services for any unfair or deceptive practices or in contravention of any federal, state, local, foreign, or other applicable law, or rules and regulations of regulatory or administrative organizations.
(xv) Encourage conduct that would constitute a criminal or civil offense.
(xvi) Use the Services on a service bureau, time sharing or any similar basis, or for the benefit of any other person or entity
(xvii) Copy, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code (except to the extent such restriction is expressly prohibited by applicable law);
(xviii) Extract, export, or otherwise scrape CyBELE Platform content. For example, prefetch, index, store, reshare, or rehost CybELE Platform Content or bulk download CybELE Platform data.
(xix) Use CybELE Platform to create a product or service with features that are substantially similar to or that re-create the features of another CybELE product or service. Customer’s product or service must contain substantial, independent value and features beyond the CybELE products or services.
(xx) Alter, damage or delete any data other than its own User Content or retrieve or record information about the Services or its uses
(xxi) Separate, unbundle or remove any component(s) of the CybELE Platform for independent use;
(xxii) Use the CybELE Platform for activities in contradiction with the International Traffic in Arms Regulations (ITAR) or on behalf of or for the benefit of any entity or person who is legally prohibited from using the Platform.
(xxiii) Act in a fraudulent, tortious malicious, or negligent manner when using the Services.
Notification. End-user will promptly notify CybELE of any complaints or objections to use of the CybELE Platform made by a third party and potential identification of non-compliant uses of the CybELE Platform.
Consequences of Breach. CybELE reserves the right to suspend or terminate any part or portion of the Licence or terminate access to the CybELE Platform if it reasonably believes that an End-User is misusing or abusing the CybELE Platform or are otherwise in breach of these Terms of Service. Nothing in this Section imposes on CybELE an obligation to supervise or monitor use of the CybELE Platform nor does limit CybELE’ remedies for a breach of these Terms of Service.
Web service limitations. Customers are responsible for obtaining any equipment and Internet service necessary to access our services, including without limitation the CybELE Platform, and for paying any fees for any CybELE Platform Customers select from time to time. We may alter, suspend, or discontinue the CybELE Services, in whole or in part, at any time and for any reason, without notice. We may restrict access to portions of our Services, including without limitation the CybELE Platform, for some or all users, from time to time. The CybELE Services may also periodically become unavailable due to maintenance or malfunction of computer equipment or for other reasons.
Support. For the six (6) months period beginning on the Effective Date, and at CybELE own expense, CybELE shall provide the Licensee with telephone or electronic support during CybELE ‘s normal business hours in order to help the Licensee locate and correct problems with the CybELE Platform, and internet-based support system generally available during CybELE business hours. After the initial six (6) months support period, the Licensee may elect to renew CybELE’s support services at CybELE’s then-current service rates.
CybELE Report Service
Provision of Reports. A Customer can purchase CybELE Reports including satellite geospatial analysis to CybELE individually or per pack of CybELE reports by sending a request directly to CybELE or through the website cybele.space.
Order Form. The number, the content, the date of delivery and the price of the CybELE reports are agreed upon between the Parties in an Order Form. An annexe can be added to the Order Form to provide a Statement of Work and the Acceptance Criteria associated with the CybELE reports purchased.
In the case, a Customer purchases a pack of reports it is entitled to request the CyBELE reports during the period specified in the Order Form.
Change of Orders.Customers may request changes related to the content the CybELE Reports purchased by written notice to CYBELE.
Additional Time or Expense. If the proposed change will require a delay in delivery of the web service or would result in additional expense, CYBELE shall submit a proposal for the requested changes, detailing any added time and expense, and a Customer may elect to either :
(i) withdraw its proposed change, or
(ii) require CYBELE to provide the CybELE Report with the proposed change, subject to the delay and additional expense.
Cancelation. If CYBELE cannot, or chooses not to accept the change order, then the ordering Customer may cancel the order for the CybELE reports not delivered and pay CYBELE any amounts it owes related to the CybELE Report already delivered. In this case, the down payment paid at the signature of the Order Form will not be refunded by CybELE.
Deemed Acceptance. The CybELE Reports are deemed to be accepted by the ordering Customer in the absence of a rejection letter within 5 business days from receipt thereof.
Rejection. If in the ordering Customer’s opinion, a CybELE Report is not satisfying its request or fails to meet the Acceptance Criteria, if such criteria have been agreed in writing, the ordering Customer may reject the CybELE Report by sending a rejection letter by e-mail. The rejection letter shall include (i) a detailed description of the alleged failures; (ii) a detailed description of the necessary action to be performed by CYBELE in order to comply with its contractual obligations.
Opportunity to Cure. If the ordering Customer rejects a CybELE Report, CYBELE will have one (1) month to promptly cure each failure notified and re-deliver it to the ordering Customer.
Continued Failure to Cure. If in the ordering Customer’s opinion, CYBELE ‘s fail to cure within two (2) months, CybELE may decide to refund the ordering Customer of the full CybELE Report price expressed in the Order Form reduced from any down payment made at the signature of the Order Form. In the case where the ordering Customer and CybELE disagree on the final CybELE Report conformity, legal recourses can be sought according to this Agreement.
Payment of Reports.The ordering Customer shall pay the price of the CybELE Reports agreed in the Order Form at the date of delivery of the CybELE Reports. the ordering Customer is required to pay a down payment equaling half of the price of the total CybELE Report purchased in an Order Form at least two weeks after the signature of the Order Form. The payment of the CybELE Reports shall be made according to the terms and conditions of this Agreement.
CybELE Project Development Service.
Type of order. Customers can purchase specific CybELE Project Development Services, including non-exhaustively specific software development, space engineering or other project development services, by sending a request directly to CybELE or through the website Cybele.space.
Order Form. The work to be implemented, the date of delivery and the price of the CybELE Project Development Services are agreed upon between the Parties in an Order Form. An annexe can be added to the Order Form to provide a Statement of Work and the Acceptance Criteria associated with the CybELE Project Development Services purchased.
Change of Orders. Customers may request changes related to the content the CybELE Project Development Services purchased by written notice addressed to CYBELE.
Additional Time or Expense. If the proposed change will require a delay in delivery of the web service or would result in additional expense, CYBELE shall submit a proposal for the requested changes, detailing any added time and expense, and the ordering Customer may elect to either :
– withdraw its proposed change, or
– require CybELE to provide the CybELE Project Development Service with the proposed change, subject to the delay and additional expense.
Cancelation. If CybELE cannot, or chooses not to accept the change order, then the ordering Customer may cancel the order for the CybELE Project Development Services not delivered and pay CYBELE any amounts it owes related to the CybELE Project Development Services already implemented. In this case, any down payment paid at the signature of the Order Form will not be refunded by CybELE.
Deemed Acceptance. The CybELE Project Development Services are deemed to be accepted by Customers in the absence of a rejection letter within 15 business days from receipt thereof.
Rejection. If in the ordering Customer’s opinion, a CybELE Project Development Service is not satisfying its request or fails to meet the Acceptance Criteria, if such criteria have been agreed in writing, the ordering Customer may reject the CybELE Project Development Service by sending a rejection letter by e-mail. The rejection letter shall include (i) a detailed description of the alleged failures; (ii) a detailed description of the necessary action to be performed by CYBELE in order to comply with its contractual obligations.
Opportunity to Cure. If the ordering Customer rejects a CybELE Project Development Service, CYBELE will have two (2) months to promptly cure each failure notified and re-deliver it to the ordering Customer.
Continued Failure to Cure. If in the ordering Customer’s opinion, CYBELE ‘s fail to cure within two (2) months, CybELE may decide to refund the ordering Customer of the full CybELE Report price expressed in the Order Form reduced from any down payment made at the signature of the Order Form. In the case where the ordering Customer and CybELE disagree on the final CybELE Report conformity, legal recourses can be sought according to this Agreement.
Payment of Project Development Services. The ordering Customer shall pay the price of the CybELE Project Development Services agreed in the Order Form at the date of delivery or milestones agreed in the Order Form. The ordering Customer is required to pay a down payment equaling a quarter of the price of the total CybELE Project Development Services purchased in an Order Form at least two weeks after the signature of the Order Form. The payment of the CybELE Project Development Services shall be made according to the terms and conditions of this Agreement.
Exclusivity of service. When a Customer subscribes to a CybELE Project Development Service, it is committed to CYBELE not accept services from direct or indirect competitors of CYBELE providing a type of service similar to the CYBELE Services during the period the Customer and CybELE are in contractual relationship and for a period of three (3) months following the end of the Period of Development.
Support. For the three (3) months period following the provision of CybELE Project Development Service, and at CYBELE’s own expense, CYBELE shall provide Customer with telephone or electronic support during CYBELE’s normal business hours in order to help Customer locate and correct problems with the web service developed, and internet-based support system generally available during CYBELE’s business hours.
Renewed Support. After the initial three (3) months support period, Customer may elect to renew CYBELE’s support services according to the terms of the Order Form and at CYBELE’s then-current service rates.
Pricing Policy and terms of Payment
Fees and Pricing Policy. CybELE makes available the CybELE Services for free or for a fee from time to time. We reserve the right to change our fee structure at any time. If a Customer purchases any CybELE Services that we offer for a fee, it agrees to pay CybELE directly or via a third-party payment processing service provider. Customers also agree to pay the applicable fees for the CybELE Services as they become due plus all related taxes.
Payment. Customers agree that CybELE may charge their payment method for any CybELE Services (including subscriptions, reports, support or other products) they purchase and for any additional amounts (including any taxes and late fees, as applicable) that may be accrued by or in connection with their account associated with their Login Credentials or specific agreements. CybELE may require advance payment for some or all of the Services and may impose technical limitations which limit incurrence of fees beyond pre-paid amounts; provided that CybELE is not obligated to implement such limitations. Any such technical limitations may delay or interfere with the Services. CUSTOMERS ARE RESPONSIBLE FOR THE TIMELY PAYMENT OF ALL FEES AND FOR PROVIDING CYBELE WITH A VALID PAYMENT METHOD FOR PAYMENT OF ALL FEES THROUGH ONE OF THE METHODS THAT WE LIST ON OUR SERVICES FROM TIME TO TIME.
Payments should be made :
- in immediately available funds, and
- to the account CybELE lists immediately below:
Account Number: PT50003300004555752139405
Taxe. Except otherwise agreed, payment amounts presented by CybELE do not include Taxes. Licensees will pay all Taxes applicable to payments related to CybELE Services.
Refunds. Other than an expressly set forth, CybELE has no obligation to provide refunds or credits, but may grant them in certain circumstances to correct any errors made by CybELE, in each case in CybELE’s sole discretion.
Data and Content Rights and Obligations.
Submitted Data. Customers may submit data to CybELE from time to time during their use of a CybELE Service; provided that such Submitted Data shall only be provided to CybELE in compliance with Applicable Law and regulation and a Customer rights in such Submitted Data. Customers hereby grant to CybELE the non-exclusive right to aggregate the Submitted Data, such that such aggregated data does not identify Customers or any individual, and to analyze, copy, use and disclose the aggregated data during and after the term of these Terms of Service in any manner, including, without limitation, in connection with improving the Services.
Other User Content. The CybELE Platform may permit End Users to provide Submitted Data, other data and content (collectively, “User Content”), for use (i) by the End User providing the user content and/or (ii) by one or more other End Users of the CybELE Platform. End Users hereby grant to CybELE a perpetual, royalty-free, worldwide, non-exclusive license to use, copy, modify and distribute such User Content to develop the CybELE Platform. All such User Content is provided by End Users “AS IS”, except that End Users covenant that it will deliver only User Content for which it has the right to grant the rights. CybELE covenants that it will provide the User Content only to recipients who have agreed to limitations on warranties and liability consistent with the provisions of these Terms of Service.
General Content. Customers are solely responsible for any User Content that they submit, use, display or share on or via the Service. Customers must not submit, upload, post, display or share any User Content that they do not have the right to copy, use or share for the purpose of their use of the CybELE Services. If a Customer chooses to provide User Content, it agree that it will provide accurate, complete, and up to date information as requested on the screens that collect information from it.
User Representations. Customers represent and warrant that: (i) they own the User Content submitted and used by them on or through the CybELE Service or otherwise have the right to grant the rights and licenses set forth in these Terms of Service; (ii) the submission and use of their User Content on or through the CybELE Service does not violate, misappropriate or infringe on the rights of any third party, including, without limitation, privacy rights, publicity rights, copyrights, trademark and/or other intellectual property rights; (iii) they agree to pay for all royalties, fees, and any other monies owed by reason of User Content they submit or use on or through the CybELE Service;.
Monitoring. CybELE has the right, but not the obligation, to monitor User Content submitted to CybELE Services, to determine compliance with these Terms of Service and any other applicable rules that we may establish. We have the right in our sole discretion to edit or remove any material submitted to or posted through our Services. Without limiting the foregoing, we have the right to remove any material that we, in its sole discretion, finds to be in violation of these Terms of Service or otherwise objectionable, and Customers are solely responsible for the User Content that they post to our services.
Required Disclosures. Customers acknowledge and agree that CybELE may store and/or preserve Submitted Data or User Content and may also disclose Submitted Data or User Content and/or other information provided by Customers if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the terms of these Terms of Service; (c) respond to claims that any User Content violates the rights of third-parties in accordance with these Terms of Service; and/or (d) protect the rights, property, or personal safety of CybELE, its representatives and/or agents, its users or the public.
Non disclosure of Confidential Information. With regard to any CybELE Services, CybELE may transmit to Customer information designated in writing or orally as Confidential Information. Confidential information shall also include information which, to a reasonable person familiar with the disclosing party’s business and the industry in which it operates, is of a confidential or proprietary nature.
Customers receiving Confidential Information (“receiving party”) shall prevent the disclosure of it to any third party without the prior written consent of CybELE, nor make use of any of the other party’s Confidential Information except in its performance of the purpose agreed with CybELE in writing. The obligation of non-disclosure shall apply during the use of CybELE Services and shall extend for a period of two (2) years after the Term of the contract related to the use of CybELE Services.
Exclusions. Information will not be deemed Confidential Information if such information:
(i) is known prior to receipt from the disclosing party, without any obligation of confidentiality;
(ii) becomes known to the receiving party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party;
(iii) becomes publicly known or otherwise publicly available, except through a breach of this Agreement; or
(iv) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.
The receiving party may disclose Confidential Information pursuant to the requirements of applicable law, legal process or governmental regulation, provided that it gives the disclosing party reasonable prior written notice to permit the disclosing party to contest such disclosure, and such disclosure is otherwise limited to the required disclosure.
Responsibility. Customers accept responsibility for their own action as well as, if applicable, the actions of their agents or employees and shall protect CybELE’s Confidential Information in the same manner as it protects its own valuable Confidential Information, but in no event shall less than reasonable care be used. Customers will not remove or destroy any proprietary markings or restrictive legends placed upon or contained in the CybELE Platform.
Return. Upon expiration or termination of a CybELE Services in which Confidential Information has been transmitted, the party receiving Confidential Information will cease its use and, upon request, within 30 days either return or destroy (and certify as to such destruction) all Confidential Information of the other party, including any copies thereof, except for a single copy thereof which may be retained for the sole purpose of determining the scope of the obligations incurred under this Agreement.
Ownership of the CybELE Platform and Other Content. CYBELE owns and shall retain all right, title, and interest, including all Intellectual Property Rights, in and to the CYBELE Platform and all its components, CybELE Reports, CybELE Report Components as well as any Derivative Works resulting from CybELE Project Development Services. With regard to any CybELE Services, Customers acknowledge that the structure, organization, and code used in conjunction with the CybELE Platform, the CybELE Reports and all content available via the CybELE Services are proprietary to CybELE, and that CybELE retains exclusive ownership of them as well as any other intellectual property rights relating thereto, including all modifications, enhancements, derivatives, and other software and materials relating to the CybELE Services, and all copies thereof whether pre-existing or developed in the future (“CybELE Content”). The CybELE Content may contain errors, defects or inaccuracies. CybELE reserves the right to make changes to the CybELE Content without obligation to issue any notice of such changes.
Trademarks. With regard to any CybELE Services, the service marks and trademarks of CybELE, including without limitation “CybELE” and the CybELE logos, are service marks owned by CybELE. Any other trademarks, service marks, logos and/or trade names appearing via the Service are the property of their respective owners. Customers may not copy or use any of these marks, logos or trade names without the express prior written consent of the owner. Customers shall not remove any proprietary, copyright, trademark, or service mark legend from any CybELE Content.
Use of CybELE Content. With regard to any CybELE Services, customers may view, copy, and download CybELE Content that is made available to them on our Website or through CybELE Services, subject to the following conditions:
- Customers shall not have the right to copy or download any CybELE Content unless explicitly permitted by CybELE.
- Customers may only use the CybELE Content for their own research purposes in compliance with all laws and regulations that apply to them.
- Customers shall not sell, transfer, publish, disclose, display, distribute, transmit, perform, license or otherwise make available the CybELE Content or copies thereof to others. Customers may not resell CybELE Content or use the CybELE Content to provide substantially-similar services to any third party except as otherwise expressly permitted by CybELE.
- Except as otherwise expressly permitted by these Terms of Service or by CybELE, Customers may not copy, otherwise reproduce, modify, or adapt the CybELE Content in whole or in part, including without limitation by posting the CybELE Content on any network computer or distributing the CybELE Content on or in any media.
- Customers agree to make all necessary and reasonable efforts to comply with the above provisions in the same manner which they take to secure and protect their own intellectual property rights, but no less than reasonable care, in order to maintain CybELE’ rights therein.
No Other Rights. Nothing contained within our Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use CybELE Services or any CybELE Content or trademarks displayed on CybELE Services, except: (a) as expressly permitted by these Terms of Service ; or (b) with CybELE’ prior written permission.
Survival. The terms of this section apply for the whole period during which a Customer and CybELE are in contractual relationship and shall survive termination, for whatever reason, for three (3) years from the termination of the latest agreement concluded between the Parties.
Copyright Infringement; Notice and Take Down Procedures. CybELE accepts notices of copyright infringement filed in accordance with the requirements of the relevant legal disposition. If a Customer believes that any content on CybELE Services infringes its copyright, please file a notice of infringement addressed to the contact e-mail available on CybELE website.
Suggestions. Customers may provide CybELE with suggestions for improvements, modifications or enhancements to the Services from time to time in connection with the Services (“Suggestions”). All such Suggestions are provided “AS IS.” Customers hereby grant to CybELE a non-exclusive, royalty-free, perpetual, irrevocable license under all Suggestions and all intellectual property rights therein, to copy, use and modify such Suggestions and to make, have made, use, import, offer to sell and sell products and services incorporating such Suggestions.
Disclaimer of Warranty.
Do Not Rely on Results of the Services. CYBELE AND ITS AFFILIATES AND LICENSORS ARE NOT LIABLE OR RESPONSIBLE FOR ANY RESULTS GENERATED THROUGH THE USE OF THE CYBELE SERVICES. All information, data and/or indicators presented on the CybELE Platform shall be considered for indicative purpose only. Under no circumstances will we be liable for any loss or damage caused by a Customer reliance on information in any CyBELE Services. It is Customers responsibility to evaluate the accuracy, completeness or usefulness of any information, opinion, advice or other content available through our Services. Customers are responsible for seeking the advice of professionals, as appropriate, regarding the evaluation of any results of the Services or other CybELE Content.
Use is at your own Risk. THE SERVICES PROVIDED CAN INVOLVE SOME ERRORS AND/OR A LACK OF ACCURACY. USE OF THE CYBELE SERVICES AND ANY RELATED CONTENT IS ENTIRELY AT YOUR OWN RISK. YOU ACKNOWLEDGE THAT THE CYBELE PLATFORM, THE CYBELE REPORTS, AND THE CYBELE PROJECT DEVELOPMENT SERVICES AS WELL AS ALL SERVICES, DATA, ANALYTICS, TEXT, IMAGES, AND OTHER INFORMATION ON OR ACCESSIBLE RELATED ARE PROVIDED “AS IS” EXCEPT AS OTHERWISE EXPRESSLY MENTIONED BY CYBELE; WE PROVIDE NO WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SPECIFICALLY, BUT WITHOUT LIMITATION, CYBELE DOES NOT WARRANT THAT: (I) THE CYBELE SERVICES AND ASSOCIATED RESULTS WILL BE FREE OF ERRORS; (II) THE FUNCTIONS OR SERVICES, INCLUDING WITHOUT LIMITATION THE CYBELE PLATFORM, PROVIDED WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS; (III) DEFECTS WILL BE CORRECTED, OR (IV) THE CYBELE WEBSITE AND THE CYBELE PLATFORM OR THE SERVER(S) THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. Without warranting results, we will deploy our best efforts to correct and repair any problems arising in relation to the Services and signaled by one of our end users.
Third-Party Applications and data on the CybELE Platform. When a Licensee uses the CybELE Platform with applications developed by a third party or to access data, content or resources provided by a third party, the Licensee agrees that CybELE is not responsible for those applications, data, content, or resources. The Licensee understands that all data, content or resources which it may access through such third-party applications are the sole responsibility of the person from which they originated and that CybELE is not liable for any loss or damage that it may experience as a result of the use or access of any of those third-party applications, data, content, or resources. The Licensee further acknowledges that the data, content, and resources presented to it and its End-users through such a third party application may be protected by intellectual property rights which are owned by the providers (or by other persons or companies on their behalf) and not CybELE . The Licensee uses of those resources may require rights beyond those granted by this Agreement and the Licensee acknowledges that any use of third party applications, data, content, or resources may be subject to separate terms between a Customer and the relevant third party.
By using CybELE Services, you agree to indemnify, hold harmless and defend CybELE from any claims, damages, losses, liabilities, and all costs and expenses of defense, including but not limited to, attorneys’ fees, resulting directly or indirectly from a claim by a third party that arises in connection with your use of the CybELE Services and any User Content that you submit for use in connection with the Services.
Limitation of Liability.
Disclaimer. IN NO EVENT SHALL CYBELE BE LIABLE TO ANY USER OF OUR SERVICES OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE, OR COSTS OF OBTAINING SUBSTITUTE GOODS OR SERVICES) ARISING OUT OF THE USE, INABILITY TO USE, UNAUTHORIZED ACCESS TO OR USE OR MISUSE OF THE WEBSITE OR CYBELE PLATFORM OR ANY INFORMATION CONTAINED THEREON, WHETHER BASED UPON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.
Limitation. CYBELE’ AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM THESE TERMS OF SERVICE OR THE SERVICES, CUMULATIVELY BETWEEN YOU AND CYBELE, SHALL NOT EXCEED THE GREATER OF (I) €1.000 OR (II) THE AGGREGATE AMOUNT YOU HAVE PAID TO CYBELE FOR THE SERVICES, IF ANY, IN THE THEN-PRIOR TWELVE (12) MONTH PERIOD.
Disputes Among Users. Neither CybELE nor its affiliates or licensors is responsible for the conduct, whether online or offline, of any user of the Service. CybELE expressly disclaims any liability or claims that may arise between Customers of CYBELE Services or between Customers of CYBELE Services and third party vendors. Customers are solely responsible for their interactions with all other users and for their interactions with third party vendors and any disputes that arise from those interactions with other users or third party vendors. CybELE may monitor disputes between users, but is not obligated to monitor, mediate, or resolve such disputes.
Release. Because CybELE is not responsible for or involved in any contact between users or between users and third party vendors, in the event that a Customer has a dispute with one or more users or third party vendors, it hereby release CybELE (and our officers, directors, agents, investors, subsidiaries, and employees) from any and all claims, demands, or damages (actual or consequential) of every kind, known and unknown arising out of or in any way related with such disputes.
Term and Termination.
These Terms of Service shall apply for so long as a Customer access and/or uses a CybELE Service. CybELE may terminate any Customers access to CybELE Services, for any reason and at any time, with or without prior notice. It is CybELE policy to terminate users who violate these Terms of Service, as deemed appropriate in our sole discretion. Customers agree that CybELE is not liable to them or any third party for any termination of their access to CybELE Services. CybELE will have no obligation to provide a refund of any amounts previously paid to Customers. Upon termination of a Customer account under these Terms of Service, all license rights granted by a Customer to CybELE shall survive termination. Even after a Customer’s right to use a CybELE Service is terminated or suspended, these Terms of Service will remain enforceable against it.
These Terms, and any dispute between Customers and CybELE, shall be governed by the laws of France without regard to principles of conflicts of law. Unless a Customer and CybELE agree otherwise, Customers agree that any claim or dispute that has arisen or may arise between them and CybELE must be resolved exclusively by a court located in France.
In the event a dispute between the Parties arises under this Agreement, Customers agree to attempt to settle such dispute through consultation and negotiation in good faith and a spirit of mutual cooperation within a Conflict Resolution Committee composed with representatives of Customer and CybELE.
Publicity. Customers agree that CybELE may list them as a customer on our website or marketing lists and otherwise publicize the fact of their use of the CybELE Services.
Export Controls. Customers agree to comply with all applicable export laws and regulations
Change. We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will try to provide at least 30 (change this) days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.
Entire Agreement. These Terms of Service constitute the entire agreement between, or, as appropriate, among, the parties relating to the subject matter herein. CybELE may, at CybELE’ sole discretion, revise these Terms of Service at any time by updating this posting and providing reasonable notice to Customers. No other amendment of these Terms of Service shall be effective unless agreed in writing by a Customer and CybELE.
We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will try to provide at least 30 (change this) days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.
If you have any questions about these Terms, please contact us at the next email address : firstname.lastname@example.org