CENOS PLATFORM TERMS AND CONDITIONS
[Last Modified: May 6, 2022]
Please read these CENOS terms and conditions (“Terms”) carefully. Whenever you use CENOS Platform and/or 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 Platform and/or CENOS Software indicates acceptance of these Terms.
If you do not agree to these Terms, then you must discontinue accessing the CENOS Platform and CENOS Software and you shall have no right to access the Platform and CENOS Software. The use of the CENOS Platform or 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 Platform or CENOS Software after any modifications will constitute your acknowledgment and acceptance of the Terms as modified regardless if you are registered.
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") and you (“User”) with regard to use of the CENOS Platform and CENOS Software. CENOS and User hereinafter jointly referred to as the "Parties" or separately - the "Party" express their free will, without mistake and fraud, to conclude an agreement binding upon themselves by using the Platform or 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 Platform and/or CENOS Software. CENOS shall not be liable or responsible for the actions or omission of the Users.
CENOS does not control the behavior of the Users, same as do not hold any liabilities of any action or negligence of the User or any organizations, institutions, establishments and any other individuals or legal entities unless otherwise provided by the applicable legislation. CENOS refuses liability and responsibility in a maximum degree acceptable by the applicable law. In case you are using CENOS Platform and/or CENOS Software without authorization, you may be subject to civil, administrative and/or criminal liability.
In these Terms, the following defined terms shall have a meaning ascribed:
1.1. “Customer” is a natural or legal person who purchases a CENOS license. Every Customer receives a CENOS license key or keys (if multiple licenses are used) after CENOS has issued an invoice to the Customer. The CENOS license is used for the Customer’s business needs. The Customer is liable for disclosure of the Customer’s license key or keys to any person other than the Customer User. In such a case, the User of the license becomes an Unauthorized User.
1.2. “User” is any authorized person who uses CENOS Software or Platform, including:
1.2.1. “Academic User” – person who is affiliated with a university or a research organization and uses the software for non-commercial teaching, study or research purposes only. The academic license is issued for the academic or calendar year in return to submission of (a) a document that confirms the Academic User’s affiliation with the university or the research organization, and (b) the letter, which confirms non-commercial use of the license. In case the Academic User uses the software for any purpose other than mentioned above, he/she becomes an Unauthorized User.
1.2.2. “Beta User” – person who is authorized by CENOS to beta-test a new CENOS Software Application during the period of beta-testing.
1.2.3. “Customer User” – a person that uses the software with the Customer’s license key and is authorized by the Customer to do this, e.g., is an employee of the Customer.
1.2.4. “Trial User” – a person who uses the software within a complimentary trial period. Typically, the Trial User downloads the software from the web-page after registration.
1.3. liable to either become a Customer, or a Customer User, or stop using the CENOS Software immediately from the very first moment he/she starts using it.
“Unauthorized User” – any other user than above mentioned Users. The Unauthorized User is
1.4. “CENOS Platform” or “Platform” is a platform, which (a) communicates with a Third-Party Software in one workflow from one side, and (b) enables CENOS Applications to configure industry-specialized CENOS Software Applications from another side.
1.5. “CENOS Software” is an engineering simulation software developed by CENOS, in any configuration and of any version, and any software part developed under CENOS Studio license and used together with CENOS Platform. CENOS Software consists of CENOS Platform and CENOS Application or applications.
1.6. “CENOS Software Application” is CENOS Software, which consists of CENOS Platform and the particular CENOS Application compiled as an industry-specialized engineering simulation software product.
2. CENOS PLATFORM AND SOFTWARE
2.1. CENOS Platform is a platform for engineering simulation that communicates with Third-Party Software, without any modifications, translations or changes of any other kind to the Third-Party Software’s source code, in one workflow from one side, and enables CENOS Applications to configure industry-specialized CENOS Software Applications from the other side.
2.2. Third-Party Software are open-source or proprietary software, plug-ins or libraries integrated into CENOS Platform as a stand-alone software (“Third-Party Software”). By communication we understand automated inter-connection between the CENOS Platform and the Third-Party Software through an external interface of such Third-Party Software. CENOS Platform is not dependent on the Third-Party Software and the communication between the programs does not entail communication of complex data structures beyond what it strictly necessary to invoke the Third-Party Software and waiting for it to return. The Third-Party Software should be installed by the User him-/her-/itself under a separate license agreement, which is not part of these Terms. CENOS may assist the User in installation of the Third-Party Software, however, under their own license agreements. In such case the User explicitly agrees with the terms of the Third-Party Software.
2.3. The CENOS Platform does not include any part of the codes of such Third-Party Software. Any plug-in, developed for the Third-Party Software by CENOS, is provided under the license of the respective Third-Party Software and License and is not part of CENOS Platform. The Third-Party Software may contain its own user interface and / or appear as a pop-up window and does not form a part of CENOS Software. For avoidance of doubt, identifiable sections of the CENOS Platform are not derived from the Third-Party Software and are reasonably considered independent and separate programs themselves. However, CENOS Platform ensures interconnectivity of the Third-Party Software by including them into the workflow. For this purpose, the Third-Party Software should be used with CENOS settings and extensions, which are available accessing the Third-Party Software through CENOS Platform.
2.4. CENOS Application is the open-sourced part of CENOS Software other than CENOS Platform and which contains configuration files and codes devoted specifically to particular industry-specialized simulation applications (“CENOS Application”). The source code of CENOS Applications is open, CENOS owns the copyright for CENOS Applications created by CENOS. Users may provide changes to the CENOS Applications and develop their own applications to be used as part of CENOS Software. All modifications and newly developed applications, which are used as CENOS Software, must be under the CENOS Studio license.
2.5. CENOS Studio is an environment, which allows Users to create CENOS Software Application with modified or newly developed CENOS Applications (“CENOS Studio”). By using such a modification or application in CENOS Studio, the User agrees to the following terms and conditions under CENOS Studio license:
2.5.1. The copyright for such modifications of CENOS Applications or newly developed applications, which are used in CENOS Studio, belongs to the User - the author of such modifications or applications;
2.5.2. The User, who is the author of such modifications of CENOS Application or newly developed application, grants to CENOS a perpetual, irrevocable, non-exclusive, sublicensable, worldwide, royalty free license to exercise all economic rights, including, to use, reproduce, modify, adopt, distribute, transmit, and make public at any format the modified CENOS Application or newly developed application;
2.5.3. The User has its moral (personal) rights to be recognized as an author and he or she undertakes not to exercise its other moral rights during his / her lifetime (including rights to revocation, inviolability and legal counter action);
2.5.4. CENOS can do any modification to the applications under the CENOS Studio license;
2.5.5.CENOS automatically sublicences the Users to use and do any modifications to these applications, and such modifications and use will be under the CENOS Studio license;
2.5.6. CENOS has economic rights to use all modifications and applications under CENOS Studio license for CENOS Software Applications;
2.5.7. CENOS may announce a rewarding program to motivate Users to develop applications under CENOS Studio license.
2.6. The User uses one or more CENOS Software Applications listed above, or uses modified CENOS Software under CENOS Studio license. Each CENOS Software Application is a separate software. Subscription plan applies for each CENOS Software Application separately - thus, the Customer can have different plans for different applications. The Enterprise plan allows the Customer Users to use multiple CENOS Software Applications.
2.7. CENOS supports the latest versions of the CENOS Software Applications and one version before. In case if CENOS for any reason stops to provide particular CENOS Software Application, Customer Users will receive the last software update, which allows them to use the CENOS Software Application forever without any further checks and payments. CENOS does not support the CENOS Software Application from the moment such an update becomes available to the Customer User. CENOS can stop ensuring the availability of such the last version of the CENOS Software Application after one (1) month.
2.8. Currently, the CENOS Platform supports simple communication with the following Third-Party Software in the way described above:
2.8.1. Salome platform (http://www.salome-platform.org/), distributed under GNU LGPL;
2.8.2. GetDP (http://getdp.info/), distributed under GNU GPL version 2 or later;
2.8.3. ParaView (https://www.paraview.org/), distributed under permissive BSD license;
2.8.4. FreeCAD (https://www.freecadweb.org/), distributed under GNU LGPL version 2 or superior.
2.9. CENOS shall provide the CENOS Software maintenance and technical support services, as well as CENOS Platform updates and upgrades only in case you fully comply with these Terms.
2.10. CENOS provides the following support for the Users:
2.11. CENOS is under no obligation to create any CENOS Software or CENOS Platform updates and upgrades which would contain any changes required for you or to transfer to you any CENOS Software or CENOS Platform upgrades and updates produced by you on the basis of any orders placed by individual customers or for the needs of specific customers, unless the Parties have agreed otherwise.
2.12. CENOS Platform uses additional open-source libraries either as Dynamic-link Libraries (DLL) or by integrating them into the code. The list of such open-source libraries provided below as an appendix to these Terms. The list contains the name of the open-source library, the link to the source code repository, the type of the license, and the link to the license text for each of such open-source libraries.
3. PAYMENT AND SUBSCRIPTION PLAN
3.1. You may use CENOS Software and CENOS Platform by subscription to one of the CENOS Subscription Plans (Pay-as-Go, Professional, Professional Floating, Community, Academic, Enterprise) as described below (“Subscription Plan”). The rights to use the Platform shall be effective only when the license fee has been paid to CENOS, or CENOS has invoiced the Customer and has allowed the Customer User to use CENOS Software and CENOS Platform, or you became a user within one of the available Subscription Plans.
3.2. In case CENOS invoiced the Customer and allowed the Customer User to use CENOS Software and CENOS Platform, the Customer is liable to pay the invoice from the moment the Customer User starts using the CENOS Software. In the event that CENOS terminates the license due to an unpaid invoice, the Customer is liable to pay the license fee for the time elapsed until the termination.
3.3. You may use the CENOS Software within a complimentary trial period as a Trial User. After the end of trial period a Trial User may use the CENOS Software by subscribing to one of the Subscription Plans.
3.4. CENOS provides the following Subscription Plans:
3.5. Pay-as-Go Plan. This is a legacy plan, new customers cannot subscribe to it. CENOS provides a Pay-as-Go plan (also known as “Lite”) for one-time projects and / or rare users and the number of days the User 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 the CENOS Software. If the User continues to use the 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 User stops using the 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 the CENOS Software.
3.6. If the 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 the Professional or the Professional Floating plan. In the event of an 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 the Professional or the Professional Floating plan from the day of termination.
3.7. The CENOS Software under the Pay-as-Go plan can be used only at one workstation. The Customer cannot purchase more than one Pay-as-Go plan. In the event, the Customer wants multiple Users to use the CENOS Software, the Customer should purchase any number and combination of the Professional and the Professional Floating plans.
3.8. Professional plan. CENOS provides also a Professional plan (also known as “PRO”) that is a plan for professional users. The Professional plan allows unlimited use of the CENOS Software at one workstation.
3.9. Professional Floating plan. CENOS provide a Professional Floating plan for small teams of two or more engineers, when each of the Users use the CENOS Software at his/her own computer but rarely, so that they will never use the CENOS Software in parallel. The Professional Floating plan allows unlimited use of the CENOS Software under so-called “floating” license. The floating license means that the CENOS Software can be installed at multiple workstations within the Customer, but can be used at one workstation at any particular time moment. By multiple workstations within the Customer, we understand the computers, which are legally and physically situated at one location, that is in one country. One Professional Floating plan license cannot be used at workstations in different subsidiaries of the Customer in different countries. The exception is allowed only for laptops which might temporarily travel from country to country for business purposes. The Customer can purchase multiple Professional Floating licenses which will be used as the floating license with multiple licenses to be used in parallel by the Customer Users.
3.10. The Customer can upgrade the Professional plan to the Professional Floating plan any time. In this event, the Customer will pay the difference between the plans for the number of months remaining till the end of the paid subscription period.
3.11. Enterprise plan. CENOS provides an Enterprise plan for Customers with multiple users using different applications. The Enterprise plan allows use of multiple (any) CENOS Software Applications under the floating license.
3.12. Basic plan. CENOS provides a Basic plan (also known as “Community” plan) with limited functionality and email support only. Basic plan is billed monthly in recurring payments from a User’s credit card or with annual wire payment.
3.13. The CENOS Software under the Basic plan can be used only at one workstation. The Customer cannot purchase more than one Basic plan. In the event, the Customer wants multiple Users to use the CENOS Software, the Customer should purchase any number and combination of the Professional and the Professional Floating plans.
3.14. Academic plan. CENOS provides to Academic users an unsupported complimentary Academic plan for non-commercial study, teaching, and research purposes only. The academic license under the Academic plan is issued for the academic or calendar year in return to submission of (a) a document that confirms the Academic User’s affiliation with the university or the research organization, and (b) the letter, which confirms non-commercial use of the license.
3.15. The Customer can terminate the Professional or Professional Floating plan within the first three months of subscription by providing written notice. In case of such termination, the Customer will be reimbursed for the number of the full months from the moment of the termination till the end of the paid subscription period.
3.16. Conditions and prices of the CENOS license are subject to change at any time, and CENOS shall at all times be entitled to modify the set of available plans, as well as vary the conditions for the plans for different CENOS Software Applications. CENOS can also apply discounts and/ or change pricing for the plans applied to different CENOS Software Applications.
3.17. In the event, CENOS raises prices, or changes conditions for any plan, the Customer retains the rights to use the legacy plan and renew it for the legacy price any time in future until it terminates the subscription, upgrades or downgrades the plan. In the event the Customer purchases additional license for the new Customer User, the new license is for the new price and/or under the new conditions while the existing license remains the legacy price and the legacy conditions as it is described above.
3.18. All subscription plans provide full Software and Platform functionality and you are bound to these Terms regardless of type of your subscription plan.
3.19. Customer may upgrade the Subscription Plan at any time and downgrade from any plan at the end of the paid period.
3.20. 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 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 shall provide CENOS with such documents and financial means if requested. You acknowledge and agree that you shall have no right to demand paid taxes, charges and such payments from CENOS.
4. GRANT OF LICENSE
4.1. When you start to use the CENOS Software or CENOS Platform, CENOS undertakes to deliver to you the latest version of the CENOS Platform, containing all updates and upgrades which at the moment of Platform handover are already incorporated in the Platform by granting you a non-exclusive, worldwide, revocable license for use of CENOS Software (“CENOS license”).
4.3. In order to use CENOS Software, you need to have an internet connection in order to verify your license. All data of your simulations do not leave your computer.
4.4. You are prohibited to transfer the CENOS license key to any person that is not the User. If you want to install the Platform on the unlimited number of computers within your company, you may choose a floating license by subscribing to the Professional Floating plan or Enterprise plan. However, a floating license allows you to use the software on one machine at any particular moment in time.
4.5. If you receive the academic license under Academic plan, you may use the Platform for non-commercial research, teaching and study purposes only. If you wish to use the CENOS Software for commercial purposes even at a university, you should contact our sales to buy an appropriate Subscription plan. Violation of these Terms is subject to legal action.
4.6. CENOS at any time may revoke your CENOS license if you do not comply with the rules set out in these Terms.
5. TRIAL USE
5.1. Before committing to one of the Subscription Plans, you may try the CENOS Software for free during a Trial period as a Trial User.
5.2. Beta Users have the right to use the Platform for free of charge during the trial period, which is defined by CENOS and provided to the Trial user together with the User's license key per email or any other form of communication (hereinafter referred to as the "Trial Period").
5.3. The Trial user has the right to use the Platform after expiration of the Trial Period only for a subscription fee or being accepted as an Academic User, which is subject to a prior agreement between the Parties.
5.4. The Trial User is prohibited to transfer the Platform or its license key to any other person. In this case, the Trial User violates the prohibition indicated in the relevant section of the Terms and the Trial User shall pay a subscription fee for each person as for the User, to whom the license key was transferred. In such case the subscription fee is defined by CENOS and should be paid by the corresponding Trial User starting from the day the license key was transferred to a person that is not the Trial User.
5.5. The Trial User shall have no right to hack the code of the Platform and/or make any changes in it.
5.6. The copyright for all user cases and models created by the Trial User using the Platform shall belong to the Trial User.
5.7. CENOS may provide the support service to the Trial User during the Trial Period starting with the day of the first use of the Platform.
5.8. The Trial User shall have the right to contact CENOS by email, telephone and/or chat services mentioned in these Terms or on the Website as the "contacts for support service".
5.9. The content of all communication between the Trial User and CENOS is confidential unless the Parties agree otherwise.
5.10. CENOS shall have the right to publicly disclose the fact that the Trial User uses the Platform as well as any part of the oral feedback, which does not contain any Confidential information, sensitive information, or any trade secret of the Trial User provided by the User in the communication with third-party persons. CENOS shall have the right to use the logo of the Trial User for marketing purposes.
6. USER BEHAVIOR
6.1. If you use the Platform or the CENOS Software, you are bound to comply with these Terms. There are certain conducts which are strictly prohibited while using the Software and the Platform. Your failure to comply with the provisions set forth may result herein (at CENOS’s sole discretion) in the termination of your access to the CENOS Software and Platform, and may also expose you to civil and/or criminal liability.
6.2. By using the CENOS Software and / or Platform, you 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 with the use of the CENOS Software and / or Platform.
6.3. In respect to the use of the CENOS Software and / or Platform, you shall not, whether by yourself or anyone on your behalf, execute or shall refrain from action or omission in cases, which might lead to the following:
6.3.1. 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;
6.3.2. The use of any tools to violate the Terms;
6.3.3. The use of the CENOS Software or Platform, in ways not explicitly permitted within the
framework of the Terms;
6.3.4. Copying, saving or getting access to any sort of information by other means within the framework of the CENOS Software or Platform not explicitly permitted by the Terms;
6.3.5. 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;
6.3.6. Creating obstructions to the work or causing the Platform or CENOS Software, as well as CENOS any damages resulting from any type of tools or activities;
6.3.7. The use of the Platform or CENOS Software in order to transfer, distribute, place or forward any sort of information related to other natural or legal person;
6.3.8. The use of the Platform in relation to distributing non-requested commercial electronic links ("spam") or advertisements;
6.3.9. The pursuit, threat or other unwanted attempt to contact another User or any third parties;
6.3.10. The providing CENOS with false information about the User;
6.3.11. The creation of circumstances, products, mechanisms, content dangerous for life or health
or that could cause harm and losses to CENOS or any third-party;
6.3.12. The use of the Platform and / or CENOS Software for planning, carrying out or covering up any violations of the law;
6.3.13. 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 offence, 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;
6.3.14. Obtaining access to the material and the information on CENOS and other persons, which the User is not allowed to have access to;
6.3.15. Carrying out a sale of the CENOS Software without an explicit notarized written consent of authorized representatives of CENOS;
6.3.16. Referring to other Users 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;
6.3.17. The use of automated scripts in order to collect information or to interact with the Platform or CENOS Software in other similar ways.
6.3.18. 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;
6.3.19. Violation of copyright and other applicable intellectual property rights of CENOS;
6.3.20. Using, reflecting or creating a "mirror" or frames of CENOS Software or Platform or any other separate element of CENOS Software or Platform;
6.3.21. Attempts of scanning or checking the loopholes of CENOS, CENOS Software or the Platform;
6.3.22. 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 and/or the Platform;
6.3.23. Attempts to adopt, translate, decipher, decompile, disassemble or create a reverse engineering of any kind of platform, aimed at the ensuring the functioning of the CENOS Software, or the Platform, or;
6.3.24. Assistance, encouragement, abetting or contribution towards any third-party with an aim of completing any of the above-mentioned actions.
6.4. CENOS shall have the right to initiate an investigation and pursue for the violation of any
clauses mentioned in these Terms, in its maximum capacity, within the framework of applicable law.
6.5. 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 Agreement, (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 the CENOS and the Users and the third parties, if this is necessary or obligatory according to the currently applicable law.
6.6. You agree that CENOS shall have the right to track your activity in order to manage the Platform and the CENOS Software, or in order to improve the 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.
6.7. CENOS shall have the right to cancel or block/limit your access to the Platform or the CENOS Software.
7. LIMITATIONS OF USE
7.1. You have no right to transfer the Platform by any means.
7.2. You have no right to use the Platform for any purposes forbidden by the applicable law.
7.3. You acknowledge and agree that in accordance with the applicable legislation you may be forbidden to use the Platform in relation with specific governments, individuals, entities and/or territories, including international sanctions and export bans that are directed to you or any related entity to the Customer. In case if you or any related entity to the Customer is a subject of international sanctions applicable to Latvia, you are obliged to inform us immediately.
8.1. 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, which you have provided to CENOS, such as trade secrets, proprietary information, calculations, models and other files, (“Confidential Information”).
8.2. CENOS will keep in confidence all Confidential Information received from you together with any and all notes, memoranda, analyses, compilations, studies or other documents prepared by you. CENOS will not use the Confidential Information for other purposes than contemplated in these Terms. CENOS agrees that it shall treat all Confidential Information of 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.
8.3. CENOS will not disclose, reproduce, summarize, and/ or distribute the Confidential Information in any form or through any medium except as necessary to fulfil its obligations under these Terms.
8.4. CENOS 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. CENOS 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 CENOS has disclosed the Confidential Information.
8.5. CENOS shall immediately notify you upon discovery of any unauthorized use or disclosure of Confidential Information, and cooperate with you in every reasonable way to help you regain possession of the Confidential Information and prevent its further unauthorized use or disclosure.
8.6. In the event that CENOS 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 8, CENOS will promptly (and, in any event if legally possible, before complying with any such requirement) notify you in writing of the same.
8.7. The Confidential Information furnished by you shall remain your property.
8.8. Upon written request from you, CENOS will return to you, or certify to the destruction of, all
original Confidential Information and all copies thereof made by CENOS.
8.9. CENOS shall have the rights to receive, store and process data of the journal of events.
8.10. CENOS shall have the right to use plug-ins, provided and controlled by the third parties.
8.11. CENOS shall have the right to access anonymized statistical information of the User’s behavior
in the Software.
8.12. All the correspondence between the Parties shall be considered Confidential information and shall not be made public without a prior written consent of all of the Parties.
9. INTELLECTUAL PROPERTY
9.1. Given that you do not violate the present Terms, CENOS provides you with a limited, nonexclusive, worldwide and non transferable license for using the Platform in accordance with applicable Subscription plan and given type of license.
9.2. Except as may be expressly provided in Clause 2.5 of these Terms and herein, neither Party shall have or obtained any rights in or to any intellectual property rights of the other Party in connection with these Terms. CENOS Software, the Platform and 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 (collectively, “Intellectual Property”) are exclusively owned by CENOS 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.
9.3. You may not use the CENOS Software and Platform except pursuant to the limited rights expressly granted in these Terms. Except otherwise explicitly permitted, you 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 the Platform, or in any other way exploit, in whole or in part, any Intellectual Property either by yourself or by anyone on your behalf.
9.4. You are prohibited to delete, adjust or hide the signs of secure copyrights, trademarks, designs, and signs, notifying about other rights, used by CENOS on the CENOS Software or Platform.
9.5. Intellectual property rights for the result or product gained by you in the result of using the Platform and CENOS Software belong to you.
9.6. You are prohibited to provide sublicenses for the licensed rights provided to you in accordance with these Terms.
9.7. You acknowledge and agree that you are personally liable and responsible for all the content that you make publicly available by means of the Platform.
9.8. You acquire only the right to use the Platform and CENOS Software 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.
10. PERSONAL DATA
10.1. All personal data, such as name, email address, phone number, company name or job, invoicing information that you provide to us in connection with your use of the Platform (“Personal Data”) is collected, stored, used, disclosed and otherwise processed by CENOS in accordance with our Data 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 Data Policy, the following Personal Data processing conditions apply specifically when you use CENOS Platform.
10.2. CENOS shall have the right to process the Personal Data including but not limited to the following cases:
10.2.1. For marketing purposes;
10.2.2. To transfer the Personal Data to the partners of CENOS to the related parties of CENOS and the employees of CENOS;
10.2.3. To ensure the execution of these Terms.
10.2.4. 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 the Third-Parties complaints addressed to you and/or the Payments Service, (II) fulfil 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, 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.
10.3. CENOS shall have the right to publish, disclose and use general information on the User and information that has no personal nature.
10.4. CENOS collects and stores on its server anonymous analytical data of the use of the Platform. If you do not wish that your data regarding your use of the Platform are collected, you may disable it at any time.
10.5. CENOS shall retain Personal Data in 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.
10.6. You 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 agree that CENOS is not liable and responsible for providing absolute security for your 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.
10.7. CENOS shall not be held liable and responsible for third-party websites.
10.8. 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 any such changes.
10.9. 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. In such cases CENOS shall notify you by sending a notification to your e-mail address registered in your profile, before the Personal Data becomes subject to different terms and conditions.
11. COOPERATION WITH THE GOVERNMENT, LOCAL AUTHORITIES
11.1. CENOS shall have the right to collect information provided by you and to pass it to the government and local entities in accordance with the applicable law.
11.2. In the event that CENOS receives a notification from the governmental and/or municipal public authorities pointing out that the User is held liable for the breach of law and/or may be prosecuted, cause 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 to the government and local authorities, if required and/or not forbidden under the applicable law.
12. WAIVING GUARANTEES
12.1.The User shall provide accurate and true information.
12.2.CENOS may carry out additional checks, researches, examinations, aimed at identifying the identities and information of the User. CENOS shall not provide any notices, permissions or guarantees in relation to any kind of the User or any individual or information about any User.
13. DISCLAIMERS AND WARRANTY
13.1. All CENOS Software, Platform, technology, and services are provided “as is” and on an “as available” basis. The Platform and CENOS Software are provided without any guarantees both immediate and secondary. No recommendation or information, communicated in writing or verbally, received from CENOS or by means of the CENOS Platform does not create any kind of a guarantee, which is not shown in these Terms.
13.2. 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 and Platform will meet your requirements or expectations, that your data will be accurate, complete, or preserved without loss, or that CENOS Software or Platform 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.
13.3. CENOS shall not be held liable for any harm or damage caused to any of your technological devices, including but not limited to computers, mobile phones, platform programs, operating systems and/or other harm, caused by the use of the Platform or the CENOS Software.
13.4. CENOS shall not be responsible or liable for actions of the third parties and your actions that have caused harm, losses or damage to another User, 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.
13.5. CENOS do not give any warranties in respect of the User's behavior within and in relation to the Platform and their compatibility with existing or future Users on the Platform.
13.6. CENOS shall not be held liable for supervising the User. CENOS shall not be liable in the event when the User violates his/her obligations before the third parties, as well as any laws, norms, bylaws and any other binding act.
13.7. CENOS, taking part in the creation or the provision of the Platform shall not be held liable or responsible for any losses, regardless of losses 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.
14. LIMITATION OF LIABILITY
14.1. 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.
14.2. The Platform may contain links to third-party websites and resources. You 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 kind of websites or resources, including content, goods and services, provided on such websites or resources. You take on personal responsibility and carry all the risk, related to using such websites or resources, contents, products and services provided by means of such websites and resources.
14.3. In case you use the Platform including through the intermediary, then you agree that you accept all the risks related to such use.
14.4. You 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 use of the Platform or violation of the Terms; (II) the User’s content.
14.5. CENOS shall not be held liable for any material or links of the third parties, published on the Website or the Platform, including through intermediaries.
14.6. Where a Force Majeure Event gives rise to a failure or delay in delivery of the CENOS Software or Platform those obligations of CENOS under these Terms will be suspended for the duration of the Force Majeure Event. Where CENOS 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 CENOS will notify you.
15. MODIFICATIONS OF THESE TERMS
15.1. CENOS reserves the rights at any time to amend these Terms.
15.2. In the event of amending of these Terms, CENOS shall announce the amendments on the Website and notify the Users about the amendments by means of notification via registered electronic addresses with CENOS.
15.3. Your continued use of the Platform and / or CENOS Software at least once within two weeks period after the modifications of these Terms constitutes your agreement to follow and be bound these Terms and all respective modifications.
16. TERM AND RENEWAL
16.1. These Terms are effective until your subscription has expired or terminated as expressly permitted in these Terms.
16.2. At the end of each Subscription Plan, CENOS will notify you about the expiration date of your subscription. If you do not notify CENOS within 14 days that you do not wish to renew your Subscription Plan and to continue to use the CENOS Software, the Subscription Plan renews automatically.
17.1. It is prohibited to assign any of the rights and/or the obligations of the User arising from these Terms.
17.2. Any assignment of rights and / or obligations of the User arising of these Terms or novation of Terms without 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.
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 on 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. All claims and disputes arising from or in relation to these Terms shall be resolved by way 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 courts of Latvia.
19.1. These Terms shall be considered a complete and exclusive agreement between the Parties regarding the use and liabilities of the CENOS Software by the Parties. All prior confidentiality agreements, software agreements are in force if not agreed otherwise between the Parties.
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 the CENOS Software installation. These Terms shall stay in force for an indefinite period of time.
21.1. 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 your indicated address or (II) 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.
20.3. You shall contact CENOS via emails: email@example.com.