CENOS SOFTWARE TERMS AND CONDITIONS
[Last Modified: October 25, 2023]
Please read these CENOS terms and conditions (“Terms”) carefully. Whenever you use CENOS Software, you acknowledge that you have read and understood the following Terms and you agree to be bound by them and your continued use of CENOS Software indicates acceptance of these Terms.
If you do not agree to these Terms, then you must discontinue using CENOS Software and you shall have no right to access CENOS Software or any parts of it. The use of CENOS Software without obeying these Terms may be subject to civil, administrative, and/or criminal liability. CENOS may modify these Terms at any time and it will notify you if any changes are made. Your continued use of CENOS Software after any modifications will constitute your acknowledgment and acceptance of the Terms as modified regardless if you are a registered User.
These Terms sets out the legal relationship between Latvian entity SIA CENOS with its registration number 40203056583 and webpage https://www.cenos-platform.com/ (collectively "CENOS" or "we", “our”, or "us"), Customer and User (or “you”) with regards to the use of CENOS Software. CENOS and User, hereinafter jointly referred as the "Parties" or separately - the "Party", express their free will, without mistake and fraud, to conclude an agreement binding upon themselves by using CENOS Software.
These Terms may also influence the interests of third parties, where their rights and interests are affected by the actions of the User by using CENOS Software. CENOS shall not be liable or responsible for the actions or omissions of the Users and/or Customer.
CENOS does not control the behavior of the Users and Customer, same as does not hold any liability for any action or negligence of the User, Customer, or any organizations, institutions, establishments, and any other individuals or legal entities unless otherwise provided by the applicable legislation. CENOS refuses liability and responsibility to a maximum degree acceptable by the applicable law. In case you are using CENOS Software without authorization, you may be subject to civil, administrative, and/or criminal liability.
1. DEFINITIONS
In these Terms, the following defined terms shall have a meaning ascribed:
1.1. “Customer” is a natural or legal person who purchases CENOS license or pays for CENOS license. Every Customer receives a CENOS license key or keys (if multiple CENOS licenses are used) after CENOS has issued an invoice to the Customer. CENOS license is used for the Customer’s business. CENOS license can be issued for non-commercial needs only to specific types of Users as described below. If the Customer is a natural person, the Customer can be the same person as the User depending on the circumstances.
1.2. “User” is any natural person that uses CENOS Software. There are the following types of Users:
1.2.1. “Non-commercial User” – the person who is affiliated with a university or a research organization, or is a hobbyist and uses CENOS Software for non-commercial purchases only such as teaching, study, research, or hobby.
1.2.2. “Commercial User” – a person that uses CENOS Software with the Customer’s CENOS license key and is authorized by the Customer to do this, e.g., as an employee of the Customer.
1.2.3. “Trial User” – a person who uses CENOS Software within a complimentary Trial Period.
1.2.4. “Unauthorized User” – any other user than the above-mentioned Users that is not authorized to use CENOS Software based on CENOS license.
1.3. “Trial Period” – a period within which a Trial User is allowed to use CENOS Software based on a license key provided to the Trial User by CENOS.
1.4. “CENOS Software” is an engineering simulation software developed by CENOS, in any configuration and of any version, and any software part developed by CENOS and which consists of or is (a) CENOS Platform, and (b) Solvers and configuration files that determine specific CENOS Application CENOS Software is commercially available as specialized software applications for various industries (CENOS Applications) under the registered trademark “CENOS”. CENOS Software pairs with Third-Party Software and Libraries, such as OpenCASCADE, Netgen, GetDP, NGsolve, OpenFOAM, Elmer, Paraview, and others, which are not part of CENOS Software and are licensed under their own licenses. CENOS Software connects to Third-Party Software and Libraries either as a dynamically-linked library, a plug-in, or as a third-party stand-alone software.
1.5. “CENOS Platform” is a software platform developed by CENOS for the purpose of decreasing the complexity of engineering simulation for engineers with or without previous simulation experience. CENOS Platform consists of (i) user interface, (ii) backend code responsible for the user’s geometric data processing, numerical meshing, management, and control of calculation process, results post-processing, and visualization.
1.6. “Solvers” are a set of Python scripts that take input data, such as numeric mesh, material properties, and physical properties, and solve a set of particular physical or engineering problems defined by industry need (e.g. induction heating, radio frequency, wireless charging, etc.) by means of governing and controlling the Third-Party Software and Libraries, such as GetDP, NGSolve, OpenFOAM, Elmer and others, and producing results in a defined format.
1.7. “CENOS Application” is a designation for a specific CENOS Software version, such as CENOS Induction Heating, CENOS Radio Frequency, CENOS Wireless Charging, etc. Each CENOS Application is the CENOS Software compiled and packaged with the particular version of Solver and configuration files developed by CENOS for the application (Induction Heating, Radio Frequency, Wireless Charging, and others).
1.8. “Third-Party Software and Libraries” is a third-party open-source or proprietary software, plug-ins, or libraries connected to CENOS Software as a dynamically-linked library, a plug-in, or as a third-party stand-alone software.
1.9 “Subscription Plan” is one of CENOS subscription plans as described in the section “Payment and Subscription Plan”.
1.10. “CENOS license” is a limited, non-exclusive, worldwide, revocable license for the use of CENOS Software.
1.11. ”Website” is the webpage of CENOS https://www.cenos-platform.com/.
1.12. “Intellectual Property” is any and all intellectual property rights pertaining thereto, including, but not limited to, inventions, trademarks, service marks, trade names, production marks, commercial marks, logos, source and object code, software, interface, databases, scripts, text, graphical images, photographs, music, video, trade secrets, know-how, whether or not registered or capable of being registered.
1.13. “Force Majeure” are any circumstances which (i) make fulfillment of the affected contractual obligation impossible, (ii) are beyond the control of the affected Party, (iii) the affected Party could not have foreseen before entering into the Terms, and (iv) the affected Party could not reasonably have avoided or overcome.
2. USE OF CENOS SOFTWARE
2.1. Users use specific CENOS Application/-s, such as CENOS Induction Heating, CENOS Radio Frequency, CENOS Wireless Charging, and others.
2.2. Commercial Users can use CENOS Application where the Customer has paid or was issued the invoice by CENOS for the corresponding Subscription Plan for the specific CENOS Application.
2.3. Non-Commercial Users can use CENOS Application based on CENOS non-commercial license issued for a one-year period in return for submitting (a) a document that confirms the Non-Commercial User’s affiliation with the university or the research organization or hobbyist organization, and (b) the letter, which confirms non-commercial use of CENOS license. In case the Non-Commercial User uses CENOS Software for any purpose other than mentioned above, such User becomes an Unauthorized User. CENOS has rights but not an obligation to extend the period of the non-commercial CENOS license for the Non-Commercial User if and when the Non-Commercial User still meets the above-mentioned requirements and submits the report for the use of the non-commercial CENOS license during the previous period. In case the Non-Commercial User uses CENOS Software after the period of the non-commercial CENOS license has expired, such User becomes an Unauthorized User.
2.4. Trial User can use CENOS Application after downloading CENOS Software from the Website after registration with CENOS.
2.5. Unauthorized Users must stop using CENOS Software immediately or contact CENOS to become any of the aforementioned User types or a Customer. If you continue using CENOS Software as an Unauthorized User, CENOS has the right to issue you invoices for using CENOS Software based on the Subscription Plan chosen by CENOS. In this case, you have an obligation to pay the invoices as referred in these Terms.
3. STRUCTURE, COMMUNICATION AND COPYRIGHT OF CENOS SOFTWARE
3.1. As it is described in Section 1 “Definitions” of these Terms, CENOS Software consists of CENOS Platform, and Solvers and configuration files, which determine CENOS Application.
3.2. CENOS Software establishes communication with the Third-Party Software and Libraries as a dynamically-linked library, a plug-in, or a third-party stand-alone software.
3.3. In the case the communication between CENOS Software and the Third-Party Software and Libraries is other than with a dynamically-linked library, it is based on an automated inter-connection through an external interface of such Third-Party Software and Library, and all input and output data to/from the such Third-Party Software and Libraries are delivered/received by CENOS Software in the form of writing/reading files. The communication between CENOS Software and such Third-Party Software and Libraries does not entail beyond what is strictly necessary to invoke the Third-Party Software and Library, wait for it to return, and read the logs of such Third-Party Software and Libraries. Third-Party Software and Libraries are licensed under their own licenses under a separate license agreement, which is not part of these Terms. CENOS may assist the User in the automatic download and installation of the Third-Party Software and Libraries, however, under their own license agreements. In such cases, the User and Customer explicitly agree with the terms of the Third-Party Software and Libraries. By establishing a connection with the Third-Party Software, CENOS does not breach the license agreement of the Third-Party Software and Libraries, while licensing CENOS Software under the proprietary license, which is described in these Terms. CENOS Software does not include any part of the codes of such Third-Party Software and Libraries. Any plug-in to such Third-Party Software and Library is provided under the license of the respective Third-Party Software and Library and is not part of CENOS Software. For the avoidance of doubt, no part of CENOS Software is derived from such Third-Party Software and Libraries, CENOS Software and such Third-Party Software and Libraries are reasonably considered independent and separate. However, since CENOS Software ensures interconnectivity with such Third-Party Software and Libraries and includes them into the workflow of CENOS Software, for this purpose, such Third-Party Software and Libraries should be used with CENOS settings and extensions, which are available accessing such Third-Party Software and Libraries through the installation of CENOS Application.
3.4. CENOS Software also uses some of the Third-Party Software and Libraries as Dynamic-Link Libraries (DLL) or by integrating them into the code.
3.5. The actual list of the Third-Party Software and Libraries can be found on your computer, in the folder of CENOS Software installation, and should be considered as part of these Terms. The list contains the names of the Third-Party Software and Libraries, the type of use by CENOS Software, the links to the source code repository (if applicable), the type of the license, and the link to the license text (if applicable) for each of the Third-Party Software and License.
3.6. In order to use CENOS Software, you need to have an instant internet connection for the following purposes: (a) CENOS Software establishes a connection with CENOS license server in order to identify you as a User, verify your license and Subscription Plan, and prevent misuse of the license according to these Terms; (b) CENOS Software establishes a connection with CENOS support server to ensure functionality of the in-software instant support chat with CENOS' engineers; (c) CENOS Software may send CENOS usage statistics and occurred errors, which can be used by CENOS for the sole purpose of improvement of CENOS Software and provided user experience, the User can switch off in CENOS Software interface the sending of the such data, except for Non-Commercial and Trial Users. For the avoidance of doubts, for Commercial Users, all data of your simulations, including geometry data, simulation settings, and simulation results, made by you using CENOS Software in accordance with these Terms do not leave your computer (or remote calculation computer or virtual machine, if applicable) caused by CENOS Software, that means neither CENOS nor any other User has access to these data unless you explicitly shared the data with CENOS, for example, for support purpose.
3.7. For Non-Commercial Users and Trial Users only, in the event that the User faces an error, which blocks the proper use of CENOS Software for him/her, solely for the purpose of improvement of CENOS Software and its usability, and in the limited amount necessary for the aforementioned purpose, CENOS may receive some data from CENOS Software, for example the information of User’s geometry and/or simulation settings, unless the Parties agreed otherwise.
3.8. CENOS owns, either exclusively or in co-ownership, the copyright for the code of CENOS Software and its parts: CENOS Platform, Solvers, and the configuration files. Some of the Software within specific CENOS Applications may be jointly owned by CENOS and a CENOS’ partner with whom CENOS has a cooperation agreement that grants CENOS full rights to incorporate such Solver into CENOS Software, license such CENOS Application under the CENOS license, distribute and sell it.
3.9. For the avoidance of doubts, Users and/or Customers own all intellectual property associated with the simulation cases and simulation results created by User in and by CENOS Software.
4. GRANT OF CENOS LICENSE AND TRIAL USE
4.1 Unless indicated otherwise in these Terms, when you start using CENOS Software, CENOS undertakes to deliver to you the latest version of CENOS Application, containing all updates and upgrades which at the moment of CENOS Application handover are already incorporated in CENOS Software by granting you CENOS license.
4.2. CENOS license does not include any license for any Third-Party Software and Libraries that may be installed and used by your and Customer’s sole discretion. Separate license terms of use are applied to the Third-Party Software and Libraries that you and/or the Customer shall review and accept in addition to these Terms.
4.3. CENOS is not responsible for the functionality of the hardware and software used by the User and/or Customer. User and/or Customer is responsible for ensuring no other software and/or environment at User’s computer, such as firewalls, antiviruses, corporate network restrictions, etc, is blocking, interfering, or undermining the performance of CENOS Software. In the event, that such an issue is discovered by the Commercial User and/or Customer, CENOS undertakes to consult the User and/or Customer with reasonable attempts to discover the cause and overcome the issue. Nevertheless, CENOS has no obligation to make any changes in CENOS Software in order to adjust it to the User’s and/or Customer’s requirements, as well as CENOS is not responsible in the case the issue appears again.
4.4. Unless indicated otherwise in these Terms, when you start using CENOS Software, CENOS delivers to you a unique license key. You and Customer are prohibited to transfer the license key to any person or organization that is not User authorized in accordance with these Terms. You and Customer are prohibited from making the license key publicly available or anyhow else available to any other person or organization other than Users authorized in accordance with these Terms. If the User and/or Customer violates this prohibition resulting in Unauthorized User or Unauthorized Users using CENOS Software, the User and/or the Customer shall pay a subscription fee for each Unauthorized User as a User, to whom the license key was transferred or made available by the User and/or the Customer. In such cases, the subscription fee is defined by CENOS and should be paid by the corresponding User and/or Customer starting from the day the license key was used by the Unauthorized User.
4.5. CENOS at any time may revoke your license if you and/or the Customer do not comply with the rules set out in these Terms.
4.6. Before committing to one of the Subscription Plans, you may try the CENOS Software for free during the Trial Period as a Trial User.
4.7. CENOS shall have the right to publicly disclose the fact that User and/or Customer uses CENOS Software as well as any part of the oral feedback provided by the User to CENOS, which does not contain any Confidential Information of the User and/or the Customer, and unless the User and/or the Customer explicitly instructed CENOS to avoid public use of the fact of use and/or the feedback. CENOS shall have the right to use the logo of User and/or Customer for marketing purposes unless the User and/or the Customer explicitly instructed CENOS to prohibit the use of their logo.
5. SOFTWARE UPDATES AND SUPPORT
5.1. CENOS provides the software updates by putting the respective notification in CENOS Application interface with the link where the update is available to download and install.
5.2. CENOS supports the latest versions of the CENOS Applications and one version before.
5.3.In case if CENOS for any reason stops supporting a particular CENOS Application by replacing it with another CENOS Application or merging it with another CENOS Application, the Commercial Users will receive the new CENOS Application.
5.4. In case if CENOS for any reason stops providing and supporting CENOS Software in general, the Commercial Users (and only the Commercial Users) will receive the last CENOS Software update, which allows them to use the CENOS Application forever without any further checks and payments. CENOS does not support CENOS Application from the moment such an update becomes available to the Commercial User. CENOS can stop ensuring the availability of such last version of CENOS Application after one (1) month of such last update.
5.5. CENOS shall provide CENOS Software maintenance, upgrade, updates, and technical support services, only in case you fully comply with these Terms.
5.6. CENOS provides the following support for Users:
User category | Support | Software updates
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Commercial User | YES, the type and amount depends on the Subscription Plan | YES
Trial User | YES, but not mandatory for CENOS | YES
Non-Commercial User | NO | YES
Unauthorized User | NO | NO
5.7. The content of all communication between User and CENOS, including the geometry data, simulation settings, simulation results, and any other files or documents the User shares with CENOS for support purposes, is strongly confidential unless the Parties agree otherwise. For the avoidance of any doubts, CENOS has no right to share any data and/or confidential information made available to CENOS by one User to another User, except the Users are Commercial Users of the same Customer, or unless the Parties agree otherwise.
5.8. CENOS is under no obligation to create any CENOS Software updates and upgrades which would contain any changes required for specifically you or to transfer to you any CENOS Software
upgrades and updates produced by you on the basis of any orders placed by individual Customers or the Users or for the needs of specific Customers or Users unless the Parties have agreed otherwise in writing.
6. PAYMENT AND SUBSCRIPTION PLAN
6.1. You may use the specific CENOS Application by subscription to one of the CENOS Subscription Plans as described below. The rights to use CENOS Software shall be effective only when: a) CENOS license fee has been paid to CENOS, or b) CENOS has invoiced the Customer and has allowed the corresponding Commercial User to use CENOS Software in writing (by email), or c) you became a Non-Commercial User or Trial User within one of the available Subscription Plans in accordance with these Terms and where the corresponding Subscription Plan does not require payments.
6.2. In case CENOS invoiced the Customer and allowed its Commercial User to use CENOS Software, the Customer is liable to pay the invoice from the moment its Commercial User starts using CENOS Software. In the event that CENOS terminates CENOS license due to an unpaid invoice, the Customer is liable to pay CENOS license fee for the time elapsed until the termination.
6.3. User may use CENOS Software within a complimentary Trial Period as a Trial User. After the end of the Trial Period, a Trial User may use the CENOS Software only by subscribing to one of the Subscription Plans. Users can be provided only with one Trial Period unless the Parties agree differently.
6.4. Available functionality of CENOS Software may vary depending on each Subscription Plan and CENOS Application. CENOS has the right to change the set of functionalities available for the particular Subscription Plan and CENOS Application at any time.
6.5. The Subscription Plan applies for each CENOS Application separately - thus, the Customer can use different Subscription Plans for different CENOS Applications.
6.6. CENOS provides the Subscription Plans briefly described below:
6.6.1. Professional plan - full functionality within CENOS Application; multi-thread calculation; multiple software instances allowed; unlimited use; all support channels (including, but limited to video and screen-sharing video calls, phone calls, email, in-software instant support chat).
6.6.2. Professional Multiphysics plan - the Professional plan with extended functionality, which provides selected multiphysics options.
6.6.3. Basic plan - limited functionality; single-thread calculation; single software instance allowed; unlimited use; email support only.
6.6.4. Pay-as-Go (legacy) plan - the Basic plan, but with a limited number of days of allowed use of CENOS Application per year.
6.6.5. Non-Commercial plan - the Basic plan provided for Non-Commercial Users free of charge.
6.7. Under all plans, except under the Floating-license plan extension, CENOS Application can be used only at one workstation. In the event the User installs CENOS Software at more than one workstation and uses CENOS Software and more than one workstation either simultaneously or sequentially, the respective CENOS license of CENOS Software will be automatically suspected.
6.8. Floating-license plan extension is provided for Professional and Professional Multiphysics plans for small teams of two or more Commercial Users, when each of the Commercial Users uses the CENOS Software on his/her own computer but rarely so that they will never use CENOS Software in parallel. The Floating-license plan extension allows the use of CENOS Software under a so-called “floating” license. The floating CENOS license means that CENOS Software can be installed at multiple workstations within Customer, but can be used at one workstation at any particular time moment. By multiple workstations within Customer, we understand the computers, which are legally and physically situated at one location, that is in one country. For avoidance of doubts, the Floating-license plan extension does not permit the use of CENOS Software at workstations in different subsidiaries of the same Customer in different countries. The exception is allowed only for laptops that might temporarily travel from country to country for business purposes. Customers may purchase a Floating-license plan extension for more than one CENOS license under Professional or Professional Multiphysics plans, which then can be used in parallel by the Commercial Users.
6.9. The detailed description of the terms under the Subscription Plans and the transition between them:
6.9.1. Pay-as-Go Plan. This is a legacy plan, new Customers cannot subscribe to it. CENOS provides (and still provides as a legacy plan) the Pay-as-Go plan for one-time projects and/or rare usage and the number of days Commercial Users can use CENOS Software is limited per one-year period from the day the license is activated. By one day-of-use, we understand a 24-hour period from the moment the User begins using CENOS Software. If the User continues to use CENOS Software after the 24-hour period, the second day-of-use counts for any further moment of use within the next 24-hour period, and so on. In case the Commercial User stops using CENOS Software and resumes using it outside of the 24-hour period from the first use, the second day-of-use counts from the event of the resumed use of CENOS Software.
6.9.2. If the Commercial User used all included days-of-use in the Pay-as-Go plan before the end of the year-period of the Pay-as-Go plan, the Customer can either purchase the package of the additional days-of-use to be used within the same year-period (according to the pricing set by CENOS) or upgrade to any of the other plans. In the event of the upgrade, the Customer pays the difference between the Pay-as-Go plan and the annual fee of the target plan of the upgrade. In such a case, the new plan is applicable to the same one-year period as the paid Pay-as-Go plan. The Customer cannot terminate the Pay-as-Go plan and purchase any of the other plans till the end of the year-period of the original Pay-as-Go plan, only upgrade is allowed.
6.9.3. Customer can terminate Professional or Professional Multiphysics plan within the first three (3) months of subscription by providing a written notice. In case of such termination, the Customer will be reimbursed for the number of full months from the moment of the factual termination till the end of the paid subscription period.
6.9.4. Customer can upgrade the Basic plan to Professional or Professional Multiphysics plans at any time. Customers can upgrade Professional or Professional Multiphysics plans by adding CENOS floating-license extension at any time. In the event of an upgrade, the Customer will pay the difference between the plans for the number of months remaining till the end of the paid subscription period. If the remaining subscription period is less than six (6) months, the upgrade will also request CENOS license renewal for the next period of subscription and the Customer will be invoiced for the whole period including the renewal.
6.9.5. Customer may downgrade from any plan at the end of the paid period unless indicated otherwise in these Terms.
6.9.6. Professional plan, Professional Multiphysics plan, and Floating-license plan extension are billed annually unless the Parties agree on different. The basic plan is billed monthly in recurring payments from a Customer’s or User’s credit card or with an annual wire payment.
6.9.7. Customer cannot purchase more than one license under Basic or Pay-as-Go plans. In the event the Customer wants multiple Commercial Users to use CENOS Software, the Customer should purchase any number and combination of Professional and Professional Multiphysics plans.
6.9.8. Non-Commercial plan. CENOS provides an unsupported complimentary Non-Commercial plan only to Non-Commercial Users for non-commercial study, teaching, research, or hobbyist purposes only. If you wish to use CENOS Software for commercial purposes even at a university or being a hobbyist, you should contact our sales to buy an appropriate Subscription Plan. Violation of these Terms is subject to legal action.
6.9.9. For the avoidance of doubts, Professional plan is also known as a “PRO” plan, Professional Multiphysics plan as a “PRO plus” plan, Basic plan as a “Community” plan, “Lite” plan, or “Single-project” plan, Non-Commercial plan as an “Academic” plan.
6.10. Conditions and prices of Subscription Plans can vary between CENOS Applications and are subject to change at any time, and CENOS shall at all times be entitled to modify the set of available Subscription Plans, as well as vary the conditions for the Subscription Plans for different CENOS Applications. CENOS can also apply discounts and/or change pricing for the plans applied to different CENOS Applications at any time, also in case of inflation. Where CENOS decides to change the pricing for the Subscription Plans, the new price shall be applicable starting from the next subscription period of the corresponding Subscription Plan for the corresponding User or Customer, unless indicated otherwise in these Terms.
6.11. In the event CENOS raises prices, or changes conditions for any Subscription Plan, the Customer and the corresponding Commercial Users retain the rights to use the legacy plan and/or renew it for the legacy price any time in the future until it terminates the subscription, upgrades or downgrades the Subscription Plan. Notwithstanding the aforementioned CENOS has the right to raise the legacy pricing in case of rise of the costs associated with software maintenance and support or any related costs.
6.12. The Parties acknowledge and agree that in certain cases in accordance with the applicable law, CENOS may be obliged to withhold and/or collect and also pay taxes, charges, and/or other payments for you. In this case, CENOS must inform you about the corresponding withholdings, taxes, and charges, which you or CENOS shall pay with your participation under applicable law. For these purposes, CENOS shall have the right to demand you and the Customer to provide CENOS with all the necessary documents and financial means for the payment of taxes, charges, and other kinds of payments that shall be paid in accordance with the currently applicable tax legislation. You and/or the Customer shall provide CENOS with such documents and financial means if requested. You and the Customer acknowledge and agree that you and/or the Customer shall have no right to demand paid taxes, charges, and such payments from CENOS. If you and/or the Customer do not provide the corresponding documents, you and the Customer may not be allowed to use CENOS Software.
6.13. At the end of each paid period of the Subscription Plan, CENOS will notify you or Customer about the expiration date of your subscription, unless you or Customer pay monthly by credit card as a recurring payment where your Subscription Plan allows it. If you do not notify CENOS by the end of the paid period of your Subscription Plan that you do not wish to renew your Subscription Plan and to continue using CENOS Software, the Subscription Plan renews automatically, which includes the obligation of the Customer and/or the User to pay for the renewed Subscription Plan.
7. USER BEHAVIOR AND RESPONSIBILITY
7.1. If you use CENOS Software, you and Customer are bound to comply with these Terms. There are certain conducts that are strictly prohibited while using CENOS Software. Your and Customer’s failure to comply with the provisions set forth in the Terms may result (at CENOS’ sole discretion) in the termination of your access to CENOS Software, and may also expose you and/or Customer to civil and/or criminal liability.
7.2. By using CENOS Software, you and Customer fully acknowledge and agree to be solely and personally liable in the event of disobeying any laws, rules, bylaws, and obligations, which might occur in relation to the use of CENOS Software.
7.3. CENOS shall have the right to initiate an investigation and pursue the violation of any clauses mentioned in these Terms, in its maximum capacity, within the framework of applicable law.
7.4. CENOS and its representatives shall have the right to access, store, or disclose any information on you, if so required in accordance with the applicable law, or if the representatives of CENOS acting in good faith find it necessary to take such measures in order to: (I) react to the complaints, issued to CENOS, (II) to provide the enforcement of the current Terms, (III) to eliminate crime, fraud, measure the level of risk, carry out an investigation, user support, elaborate the products and correct errors, or (IV) to protect the rights, property, or the safety of CENOS and the Users and the third parties, if this is necessary or obligatory according to the currently applicable law.
7.5. By accepting these Terms, you and Customer agree that CENOS shall have the right to monitor your activity in order to manage CENOS Software, or in order to improve CENOS Software, including but not limited to cases of preventing crime, investigations and the users support in order to ensure the execution of these Terms, of the applicable law and the decisions of the court, administrative agencies or other state and municipal entities by the User and Customer.
7.6. CENOS shall have the right to cancel or block/limit your access to CENOS Software if you and/or Customer violate these Terms.
8. LIMITATIONS OF USE
8.1. You and Customer have no right to transfer CENOS Software by any means to any third parties unless such right is provided by the Subscription Plan you are using and Customer has paid for.
8.2. You and Customer have no right to use CENOS Software for any purposes forbidden by the applicable law.
8.3. You and Customer acknowledge and agree that in accordance with the applicable legislation you and Customer may be forbidden to use CENOS Software in relation to specific governments, individuals, entities, and/or territories, including international sanctions and export bans that are directed to you, the Customer or any related entity or person. In case you or any entity or person related to the Customer is a subject of international sanctions applicable in Latvia, you and the Customer are obliged to inform us immediately.
8.4. For the purposes of using CENOS Software, you and Customer shall not, whether by yourself or anyone on your behalf, execute the actions or you and Customer shall refrain from action or omission in cases, which might lead to the following:
8.4.1. The violation of any applicable domestic law, including but not limited to any bylaws or any decisions of the court, including but not limited to any sort of binding legal norms and regulations;
8.4.2. The use of any tools to violate the Terms;
8.4.3. The use of CENOS Software, in ways not explicitly permitted within the framework of the Terms;
8.4.4. Copying, saving, or getting access to any sort of information by other means within the framework of CENOS Software not explicitly permitted by the Terms;
8.4.5. Violation of any rights, including but not limited to the rights of Intellectual Property, human rights, and/or other rights, determined by the applicable legislation, including international, state, and domestic acts;
8.4.6. Creating obstructions to the work or causing CENOS Software, as well as CENOS any damages resulting from any type of tools or activities;
8.4.7. The use of CENOS Software in order to transfer, distribute, place, or forward any sort of information related to another natural or legal person;
8.4.8. The use of CENOS Software in relation to distributing non-requested commercial electronic links ("spam") or advertisements;
8.4.9. The pursuit, threat, or other unwanted attempt to contact another User, Customer, or any third parties;
8.4.10. The providing CENOS with false information about the User, the Customer, and the use of CENOS Software;
8.4.11. The creation of circumstances, products, mechanisms, or content dangerous for life or health or that could cause harm and losses to CENOS or any third-party, except for what is legally allowed to be used by the corresponding authorized persons in the European Union, European Economic Area, NATO member states and their allies;
8.4.12. The use of CENOS Software for planning, carrying out, or covering up any violations of the law;
8.4.13. Creation of such material or tools that are related to the following: scenes of sexual nature, scenes of violent treatment of animals, description of options and/or encouragement of suicide, propaganda for discrimination, encouragement of any kind of hatred, extremist materials, propaganda of and incitement to crime and offense, description of ways of crime and law disorder, commercial or state secrets, propaganda for smoking, consumption of alcohol and/or drugs, description of ways of preparing narcotic substances, alcohol, smoking substances, and tobacco products;
8.4.14. Obtaining access to the material and the information on CENOS and other persons, which the User is not allowed to have access to;
8.4.15. Carrying out a sale of CENOS Software or the license key giving access to CENOS Software without an explicit notarized written consent of authorized representatives of CENOS;
8.4.16. Referring to other Users and/or Customers with an offer to use services of the third-party or to join websites and/or applications, competing with CENOS, without a written notarized consent of CENOS, signed by the person, authorized for that by the CENOS;
8.4.17. The use of automated scripts in order to collect information or to interact with CENOS Software in other similar ways, unless the scripts are provided by CENOS and/or their use is authorized by CENOS.
8.4.18. Placing, uploading, publishing, sending or transferring any content, which: (I) represents an illegal acquisition or a violation of Intellectual Property rights, copyright, patent, trademark, production secrets, patent rights, personal non-material rights or other rights of Intellectual Property or human rights; (II) violates or contributes towards any sort of actions, which breach the existing applicable laws, bylaws, norms, rules and instructions, or the content which can lead to the creation of responsibility of any kind; (III) is false, delusive or confusing; (IV) is disgraceful to honor, obscene, has pornographic content, is vulgar or offensive; (V) promotes discrimination, intolerance, racism, hatred, harassment or causes harm to any individual or a group of individuals; (VI) has an extortionate, violent or threatening character, or promotes rape or commitment of frightening actions in relation to any other individual; (VII) promotes illegal or harmful actions, omission or consumption of prohibited substances;
8.4.19. Violation of copyright and other applicable Intellectual Property rights of CENOS;
8.4.20. Using, reflecting, or creating a "mirror" or frames of CENOS Software, CENOS license server, or any other separate element of CENOS Software or services provided by CENOS;
8.4.21. Attempts of scanning or checking the loopholes of CENOS or CENOS Software;
8.4.22. Evasion, deleting, deactivation, damage, deciphering, or any other avoidance of any kind of technical measures, used by CENOS in order to protect the CENOS Software;
8.4.23. Attempts to adapt, translate, decipher, decompile, disassemble, or create reverse engineering of any kind of software, aimed at ensuring the functioning of the CENOS Software;
8.4.24. Assistance, encouragement, abetting, or contribution towards any third-party with an aim of completing any of the above-mentioned actions.
9. CONFIDENTIALITY
9.1. CENOS shall have the right to receive, store, or process non-public information, including but not limited to information relating to the business of you and Customer, which you and/or Customer have
provided to CENOS, such as trade secrets, proprietary information, calculations, models and other files (“Confidential Information”). You have the right to receive and store Confidential Information of CENOS only where it is necessary for using CENOS Software in accordance with these Terms.
9.2. For the purposes of only this Section the Party that discloses its Confidential Information to the other Party is called “Disclosing Party”, and the Party that receives the Confidential Information from the other Party is called “Receiving Party”.
9.3. The Receiving Party shall not be bound by the obligations restricting disclosure and use, set forth in these Terms, with respect to Confidential Information, which
(a) was known by the Receiving Party prior to the disclosure of Confidential Information by the Disclosing Party to the Receiving Party;
(b) was in the public domain prior to the disclosure of Confidential Information by the Disclosing Party to the Receiving Party, or becomes publicly available other than through a breach of these Terms; (c) is disclosed to the Receiving Party by a third party provided such third party is not in breach of any confidentiality obligation in respect of such information;
(d) is independently developed by the Receiving Party; or
(e) is disclosed by the Receiving Party when such disclosure is required by the governing law subject to the Receiving Party giving prior notice to the Disclosing Party to allow the Disclosing Party to seek protective measures.
9.4. The Receiving Party will keep in confidence all Confidential Information received from the Disclosing Party together with any and all notes, memoranda, analyses, compilations, studies, or other documents prepared by the Disclosing Party. The Receiving Party will not use the Confidential Information for other purposes than contemplated in these Terms. The Receiving Party agrees that it shall treat all Confidential Information of the Disclosing Party with the same degree of care as it accords to its own Confidential Information but in no event with less than reasonable care.
9.5. The Receiving Party will not disclose, reproduce, summarize, and/ or distribute the Confidential Information in any form or through any medium except as necessary to fulfill its obligations under these Terms.
9.6. The Receiving Party may disclose the Confidential Information to its advisors, consultants, and other representatives only on a need-to-know basis and to the extent necessary for carrying out the purpose set forth in these Terms. The Receiving Party shall inform such representatives of the confidential nature of the Confidential Information prior to disclosure and shall assume liability for any breach of confidentiality and unauthorized use by representatives to whom the Receiving Party has disclosed the Confidential Information.
9.7. The Receiving Party shall immediately notify the Disclosing Party upon discovery of any unauthorized use or disclosure of the Confidential Information, and cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of the Confidential Information and prevent its further unauthorized use or disclosure.
9.8. In the event that the Receiving Party becomes compelled (pursuant to any law or regulation or with whose rules CENOS is required to comply) to make any disclosures prohibited under this Section 9, the Receiving Party will promptly (and, in any event, if legally possible, before complying with any such requirement) notify the Disclosing Party in writing of the same.
9.9. Upon written request from the Disclosing Party, the Receiving Party will return to the Disclosing Party, or certify to the destruction of, all original Confidential Information and all copies thereof made by the Receiving Party.
9.10. CENOS shall have the rights to receive, store, and process data of the journal of events. 9.11. CENOS shall have the right to use plug-ins, provided and controlled by third parties.
9.12. CENOS shall have the right to access statistical information of the User’s behavior in CENOS Software within the limits described in these Terms.
9.13. All the correspondence between the Parties shall be considered Confidential information and shall not be made public without the prior written consent of all of the Parties unless set otherwise in these Terms.
10. INTELLECTUAL PROPERTY
10.1. Except as may be expressly provided in these Terms and herein, neither Party shall have or obtain any rights in or to any Intellectual Property rights of the other Party in connection with these Terms. CENOS Software, its parts, and all related Intellectual Property are exclusively owned by CENOS, and/or the partners of CENOS where the Intellectual Property is regulated by the separate agreements between CENOS and its partners and CENOS has the right to include and distribute those parts as CENOS Software, and/or the individuals who are licensed by or to CENOS and subject to copyright and other applicable Intellectual Property rights under all applicable laws. CENOS reserves all rights over its Intellectual Property.
10.2. You and Customer may not use the CENOS Software except pursuant to the limited rights expressly granted in these Terms. Except otherwise explicitly permitted, you and Customer shall have no right to use, copy, adapt, modify, create derived works, distribute, license, sell, intermediate, transfer, publicly show, publicly use, send, announce, or by other means use the CENOS Software, or in any other way exploit, in whole or in part, any Intellectual Property either by yourself or by anyone on your behalf.
10.3. You and Customer are prohibited from deleting, adjusting, or hiding the signs of secure copyrights, trademarks, designs, and signs, notifying about other rights, used by CENOS on CENOS Software.
10.4. You and Customer are prohibited to provide sublicenses for the licensed rights provided to you and/or Customer in accordance with these Terms.
10.5. You and Customer acknowledge and agree that you and Customer are personally liable and responsible for all the content that you and Customer make publicly available where it is related to using CENOS Software.
10.6. You and Customer acquire only the right to use CENOS Software for the purposes that CENOS Software is intended for in accordance with these Terms and do not acquire any rights, express or implied other than those specified in these Terms. Nothing in these Terms shall mean the transfer of non-material and exclusive rights of CENOS to you and/or Customer.
11. PERSONAL DATA
11.1. All personal data, such as name, email address, phone number, company name or job, invoicing information, and other personal data that you and/or Customer provide to us in connection with your use of CENOS Software (“Personal Data”) is collected, stored, used, disclosed and otherwise processed by CENOS in accordance with our Privacy Policy. Your Personal Data can be transferred to the third parties if required under the applicable law. In addition to your rights as a Personal Data subject and processing activities stipulated within the Privacy Policy, the following Personal Data processing conditions apply specifically when you use CENOS Software.
11.2. CENOS shall have the right to process the Personal Data including but not limited to the following cases:
11.2.1. For marketing purposes;
11.2.2. To transfer the Personal Data to the partners of CENOS to the related parties of CENOS and the employees of CENOS;
11.2.3. To ensure the execution of these Terms;
11.2.4. If it is required by the applicable law and if CENOS decides in good faith that it is necessary in order to (I) react to any complaints, (II) fulfill the requirements of the procedural documents or of the enforcement procedures (for example, summons or orders), (III) to execute or control the agreements of CENOS with the Users, (IV) prevent crime, any violations, evaluate risks, carry out investigations, user support, product development and correction of mistakes, or (V) to protect the rights, the property or the security of CENOS.
11.3. CENOS shall have the right to publish, disclose, and use general information on the User and/or Customer and information that has no personal nature.
11.4. CENOS collects and stores on its server analytical data on the use of CENOS Software. If you are Commercial User and you do not wish that your data regarding your use of CENOS Software are collected, you may disable it at any time.
11.5. CENOS shall retain Personal Data in an identifiable format for the least amount of time that is necessary to fulfill our statutory or contractual obligations or our business purposes. We may retain your Personal Data for longer periods than required by law if it is in our legitimate interests and not prohibited by law.
11.6. You and Customer acknowledge and agree that no internet-based method of transferring data and no method of storing information in an electronic format provides absolute security. You and Customer agree that CENOS is not liable and responsible for providing absolute security for your and Customer’s data, including Personal Data while noting that CENOS shall maintain technical, physical, and administrative security measures designed to provide reasonable protection for your Personal Data against loss, misuse, unauthorized access, disclosure and alteration.
11.7. CENOS shall not be held liable and responsible for third-party websites, applications, content, hardware, and software.
11.8. CENOS shall have the right to change the method of collecting and using the Personal Data, at any time, and by using personal judgment. You shall be informed about material changes.
11.9. CENOS shall have the right to sell or transfer or to use jointly or separately the assets of CENOS, including the user's and the Personal Data, in case if CENOS carries out any kind of a merger, an acquisition, a restructuring, a sale of assets, takes part in the aforementioned procedures or in the case of bankruptcy or insolvency.
12. COOPERATION WITH THE GOVERNMENT, LOCAL AUTHORITIES
12.1. CENOS shall have the right to collect information provided by you and Customer and to pass it to the government and local entities in accordance with the applicable law.
12.2. In the event that CENOS receives a notification from the governmental and/or municipal public authorities pointing out that the User and/or Customer is held liable for the breach of law and/or may be prosecuted, cause a threat, CENOS shall have the exclusive rights to block the User's profile. This also includes transferring all of the necessary information regarding the given User and/or Customer to the government and local authorities, if required and/or not forbidden under the applicable law.
13. WAIVING GUARANTEES
13.1. The User and Customer shall provide accurate and true information.
13.2. CENOS may carry out additional checks, researches, and examinations, aimed at identifying the identities and information of the User and Customer. CENOS shall not provide any notices, permissions, or guarantees in relation to any kind of the User or Customer or any individual or information about any User.
14. DISCLAIMERS AND WARRANTY
14.1. All CENOS Software and related technology, and services are provided “as is” and on an “as available” basis. CENOS Software is provided without any guarantees both immediate and secondary. No recommendation or information, communicated in writing or verbally, received from CENOS or by means of CENOS Software does not create any kind of a guarantee, which is not shown in these Terms.
14.2. CENOS does not make any warranties, express or implied, statutory or otherwise, including but not limited to warranties of merchantability, title, fitness for a particular purpose, or noninfringement. CENOS makes no representation, warranty, or guarantee that CENOS Software will meet your and/or Customer’s requirements or expectations, that your and/or Customer’s data will be accurate, complete, or preserved without loss, or that CENOS Software will be timely, uninterrupted or error-free. CENOS does not guarantee that security measures will be error-free and will not be responsible or liable for unauthorized access beyond its reasonable control.
14.3. CENOS shall not be held liable for any harm or damage caused to any of your and/or Customer’s technological devices, including but not limited to computers, mobile phones, platform programs, operating systems, and/or other harm, caused by the use of CENOS Software.
14.4. CENOS shall not be responsible or liable for actions of the third parties and your and/or Customer’s actions that have caused harm, losses, or damage to another User or Customer, including but not limited to spreading and/or making public the User's Personal Data as well as for individuals and entities that spread and/or made public the User's Personal Data.
14.5. CENOS does not give any warranties in respect of the User's and Customer’s behavior within and in relation to CENOS Software and their compatibility with existing or future Users within using CENOS Software.
14.6. CENOS shall not be held liable for supervising the User and/or Customer. CENOS shall not be liable in the event that the User and/or Customer violates his/her obligations before the third parties, as well as any laws, norms, bylaws, and any other binding act.
14.7. CENOS shall not be held liable or responsible for any losses, regardless of loss type, their manner, and means of their determination and compensation, including but not limited to incidental losses, lost profits, data losses, or harm to professional reputation, disruptions in services provision, damages to a computer or disruptions in the system, expenses for replacing equipment or any losses resulting from personal physical or moral damage that result or are related to the Terms, using CENOS Software or any parts of it.
15. LIABILITY
15.1. To the maximum extent permitted by applicable law, in no event will CENOS be liable for any loss of use, lost or inaccurate data, interruption of business, lost profits, costs of delay, reputational harm, or any indirect, special, incidental, cover, reliance or consequential damages of any kind however caused, even if informed in advance of the possibility of these damages.
15.2. CENOS Software may contain links to third-party websites and resources. You and Customer acknowledge and agree that CENOS shall not be held liable or responsible for the following: (I) availability and accuracy of the information provided on such websites or resources, or (II) content, goods, and services provided on or by means of such websites and resources. The links to such websites or resources do not mean the approval by CENOS of such kinds of websites or resources, including content, goods, and services, provided on such websites or resources. You and the Customer take on personal responsibility and carry all the risks related to using such websites or resources, contents, products, and services provided by means of such websites and resources.
15.3. In case you use CENOS Software including through the intermediary, then you and Customer agree that you and Customer accept all the risks related to such use.
15.4. You and Customer agree and claim not to hold liable, claim to protect and indemnify, compensate damages, and protect CENOS and its affiliated and related individuals, subsidiaries and employees, directors, colleagues, and agents from lawsuits, claims, liability, harm, losses and expenses, compensation, including above all mentioned, lawyer bonuses, accounting expenses within reasonable means, related in any way to (I) the User’s and/or Customer’s use of CENOS Software or violation of the Terms; (II) the User’s and Customer’s content.
15.5. CENOS shall not be held liable for any material or links of the third parties, published on the Website or CENOS Software, including through intermediaries.
15.6. Where a Force Majeure Event gives rise to a failure or delay in delivery of the CENOS Software those obligations of CENOS or any of the Parties under these Terms will be suspended for the duration of the Force Majeure Event. Where the Party becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in performing its obligations under these Terms, the corresponding Party shall notify other Parties about it in writing.
16. MODIFICATIONS OF THESE TERMS
16.1. CENOS reserves the rights at any time to amend these Terms.
16.2. In the event of amending these Terms, CENOS shall announce the amendments on the Website and notify the Users about the amendments by means of notification in CENOS Software. You agreed with the amended Terms by installing the respective update for CENOS Software with updated Terms.
16.3. Your continued use of CENOS Software after the modifications of these Terms constitutes your and Customer’s agreement to follow and be bound to these Terms and all respective modifications.
16.4. These Terms are effective while any User uses CENOS Software.
17. ASSIGNMENT
17.1. It is prohibited to assign any of the rights and/or the obligations of the User and Customer arising from these Terms.
17.2. Any assignment of rights and/or obligations of the User and/or Customer arising from these Terms or novation of Terms without the required consent of CENOS shall be void and shall not be legally binding.
17.3. CENOS shall have the right to assign rights, carry out novation of the Terms and/or obligations arising out of the Terms, or withdraw from the Terms based on personal opinion with no limitations.
17.4. The present Terms are legally binding to the Parties, their legal successors, and their legal assignees.
18. LEGAL MEASURES AND GOVERNING LAW
18.1. The Parties shall have the right to use coercive measures, fines, penalties, and collections, permitted by the applicable law for the violation of these Terms. In addition to the aforementioned provision, CENOS shall have the right to undertake measures, stipulated in these Terms in respect to the User and/or Customer.
18.2. If CENOS does not use any kind of rights or provisions of these Terms or bring them into action, it shall not mean that CENOS waives these rights or provisions at any time. A waiver on bringing into action any such rights or provisions shall be valid only if drafted in a written form signed by the authorized representative(s) of CENOS.
18.3. Except for the cases explicitly stipulated in these Terms, the use of any existing resources of legal remedy stipulated in these Terms, shall not limit the use of other existing resources of legal remedy that the Party has access to whether stipulated by these Terms.
18.4. These Terms are governed by the laws of Latvia. All claims and disputes arising from or in relation to these Terms shall be resolved by way of negotiation. In case of dispute cannot be resolved amicably, the Parties hereby irrevocably submit to the exclusive jurisdiction to adjudicate disputes arising under or relating to these Terms to the courts of Latvia.
19. GENERAL
19.1. These Terms shall be considered a complete and exclusive agreement between the Parties regarding the use and liabilities of CENOS Software by the Parties. All prior confidentiality agreements and software agreements are in force if not agreed otherwise between the Parties. In case of a conflict between the Terms and other agreements concluded between the Parties, the Terms shall prevail where it is for the benefit of CENOS.
19.2. If any provision in these Terms is held to be invalid, illegal, or unenforceable in any respect, then (a) the provision will be replaced by a valid and enforceable provision that achieves as far as possible the intention of the Parties, and (b) all other provisions of these Terms will remain in full force and effect as if the original agreement had been executed without the invalidated illegal or unenforceable provision.
19.3. These Terms shall enter into force for you by the moment you click the "Accept" button during CENOS Software installation. These Terms shall enter into force for the Customer by the moment the Customer pays or confirms the intention to pay the Subscription Plan. These Terms shall stay in force for an indefinite period of time.
20. NOTIFICATIONS
20.1. All the notifications and other messages, which are required to be provided in accordance with the Terms including notifications and messages on the amendments of the Terms, shall be in writing and shall be sent by CENOS (I) by e-mail to you or Customer’s indicated address, or (II) putting a notification in CENOS Software, or (III) by publishing a notification on the Website.
20.2. The date of receipt of the notification sent by email shall be considered the date when the notification was sent. The date of the receipt of the notification published in CENOS Software or on the Website shall be considered the date of publishing such notification.
20.3. You shall contact CENOS via email: info@cenos-platform.com.