[{"data":1,"prerenderedAt":13},["ShallowReactive",2],{"page-managed-uxp-terms-of-use":3},{"slug":4,"title":5,"subTitle":6,"excerpt":6,"pixelVideo":6,"pageBlocks":7,"metaData":12},"managed-uxp-terms-of-use","Managed UXP Terms of Use",null,[8],{"__typename":9,"introContent":10,"type":11},"ComponentPageComponentsIntroContent","This document contains the standard terms and conditions (hereinafter “Terms of Use”) that govern all use of a secure data exchange platform called Unified eXchange Platform (hereinafter “UXP”) delivered in a software-as-a-service architecture using Cloud Hosting („Managed UXP“, as defined hereunder). UXP is a technology developed by Cybernetica AS, an R&D-intensive ICT company established and located in Estonia whose contact details you may find at www.cyber.ee (hereinafter ”Company”).\n\nThis document shall govern any instances of using Managed UXP. Please read these Terms of Use carefully because they form a part of the legal contract which refers to these Terms of Use.\n\nWithout acceptance of these Terms of Use, it is prohibited to install, have installed, subscribe to or otherwise use Managed UXP or the related services.\n\n##### 1. Definitions\n\n1.1.\tThe capitalised words and phrases used throughout these Terms of Use shall have the meanings ascribed to them in this section below. Any other words and phrases may be defined ad hoc in the respective section of the Terms of Use.\n\n1.2.\t“Additional Components” may include the following components: the UXP Connector, UXP Certificate Authority, UXP Time-Stamping Service, UXP Directory, UXP Privacy, and potential other components of the UXP Technology which may be added to the Core Components.\n\n1.3.\t“Affiliate” means any legal entity that directly or indirectly owns, is directly or indirectly owned by, or that is directly or indirectly under common ownership with a Party.\n\n1.4.\t„Cloud Hosting” means the provision of products and services in a hosted, virtualised environment, accessible via the internet.\n\n1.5.\t“Company” means Cybernetica AS, an R&D-intensive ICT company established and located in Estonia whose contact details are available at www.cyber.ee.\n\n1.6.\t“Core Components” are the UXP Registry, UXP Security Server and UXP Monitoring Server as the central interdependent components of Managed UXP which are a prerequisite for setting up and running a Managed UXP Deployment.\n\n1.7.\t“Copyrights” mean the economic rights of author’s rights (copyrights) and neighbouring rights (including sui generis database rights).\n\n1.8.\t„Customer“ is the entity who has entered into a Customer Agreement with the Company and who governs the roles, responsibilities and coordination between Users in a Managed UXP Deployment.\n\n1.9.\t“Customer Agreement” is a separate agreement between the Customer and the Company, which contains customised terms and conditions and technical specifications related to accessing and using Managed UXP and the Managed UXP Deployment the Customer is governing. When accepted by the Customer, these Terms of Use also become an inseparable part of the Customer Agreement.\n\n1.10. “Customer Content” means all applications, data, data files and software (other than Managed UXP) that the Customer or a User creates, installs, uploads to or transfers in or through Managed UXP or provides in the course of using Managed UXP.  \n\n1.11. “Documentation” means user manuals, technical guidelines, training materials and other written documents regarding operation and use of Managed UXP, as well as any updated, improved or modified version(s) of such documents, as may be delivered to the Customer by the Company according to the Customer Agreement.\n\n1.12. „Hosting Provider“ means a third party entity providing Cloud Hosting, including for hosting the components of Managed UXP, whereas the Hosting Provider may be appointed by the Customer or the Company, as separately agreed in the Customer Agreement. \n\n1.13. „Managed UXP“ means the software and infrastructure of UXP in a hosted environment provided and maintained by the Company to which the Customer is being granted access under a Customer Agreement as a software as a service, via a web site or another designated IP address. \n\n1.14. “Managed UXP Deployment” means an instance of Core Components and Additional Components, if applicable, of Managed UXP as specified in the Customer Agreement. \n\n1.15. „Managed UXP Subscription“ means the Customer’s right to access and use Managed UXP during the Subscription Term, as specified in the the Customer Agreement.\n\n1.16. “Party” or “Parties” means (a) the Customer or the Company individually or (b) the Customer and the Company jointly, as the context may require.\n\n1.17. “Price List” means the current standard prices for Managed UXP as set by the Company.\n\n1.18. “Private Data” means all values that are considered personal data, trade secrets, confidential data, or otherwise sensitive information in the context of a Managed UXP Deployment.\n\n1.19. “Service” means an arrangement of peer-to-peer data exchange using Customer Content in the Service Provider’s application.\n\n1.20. “Service Agreement” means the agreement between the Service Provider and the Service Client, which contains the access rules, Security Level Agreement, data processing requirements, security requirements and other terms for using a Service.\n\n1.21. “Service Client” means a User using a Service.\n\n1.22. “Service Level Agreement” means the agreement between the Service Provider and the Service Client, which regulates the particular aspects of the Service such as its quality, availability, issue management and other responsibilities.\n\n1.23. “Service Provider” means a User providing a Service.\n\n1.24. “Subscription Term” means the period of time determined according to the Customer Agreement for which Managed UXP subscription is valid.\n\n1.25. “Terms of Use” means these standard terms and conditions for using Managed UXP.\n\n1.26.  “User” is an entity to whom the Customer has granted access to Managed UXP.\n\n##### 2. Customer Agreement\n\n2.1.\tA Customer Agreement incorporates these Terms of Use by reference hereto, subject to the Customer’s acceptance. In case of conflict between these Terms of Use, from the one side, and any customised terms and conditions or technical specifications contained in the Customer Agreement, from the other side, the latter shall prevail.\n\n2.2.\tAccess to and use of Managed UXP is granted to the Customer subject to the Customer’s acceptance of these Terms of Use without modification, unless agreed otherwise in the Customer Agreement. Acceptance of these Terms of Use occurs either by:\n\n(a) accessing, subscribing to, or starting to use any components of Managed UXP,\n\n(b) concluding a Customer Agreement which refers to these Terms of Use,\n\n(c) expressly confirming the Customer’s acceptance of these Terms of Use at least in a format which can be reproduced in writing (e.g. by email or by concluding a Customer Agreement), or\n\n(d) paying the invoice for subscription or use of Managed UXP,\nwhichever of the events listed in points (a) - (d) above occurs first.\n\n2.3.\tAll the Users of Managed UXP which the Customer governs are considered as third party beneficiaries under these Terms of Use.\n\n2.4.\tThe Company has the right to unilaterally and at its own discretion modify the Price List at any time.\n\n##### 3. Obligations of the Company\n\n3.1.\tThe Company shall:\n\n(a) maintain the software and licenses, if any, for Managed UXP, as well as provide related services to the Customer and the Users as agreed in a Customer Agreement; \n\n(b) make available and grant access to Managed UXP to the Customer and the Users during the Subscription Period;\n\n(c) make updates for Managed UXP, if deemed necessary by the Company;\n\t\n(d) make available Managed UXP for 24 hours a day, 7 days a week, except for (i) maintenance downtimes planned and pre-announced to the Customer by the Company; or (ii) maintenance downtimes planned and pre-announced by the Hosting Provider;\n\n(e) follow the best industry practices for data security to the extent not determined by the Hosting Provider;\n\n(f) if applicable under the Customer Agreement, arrange hosting (which may be Cloud Hosting) for Managed UXP;\n\n(g) if applicable, use a Hosting Provider that is independently audited and certified;\n\n(h) provide certification and time-stamping services as trust services for Managed UXP Deployment;  \n\n(i) monitor the Managed UXP Deployment in order to detect and debug possible problems and collect data for planning purposes;\n\n(j) use the contact and transaction information that the Customer and the Users provide to the Company only for the purposes of performing the Company’s obligations under these Terms of Use and the Customer Agreement.\n\n##### 4. Obligations of the Customer\n\n4.1.\tThe Customer shall:\n\n(a) analyse and decide upon the general setup and configuration of Managed UXP Deployment;\n\n(b) use Managed UXP Deployment in accordance with these Terms of Use, the Customer Agreement and the Documentation;\n\n(c) pay the Company for the subscription of Managed UXP provided to it under the Terms of Use or the Customer Agreement in accordance with the Price List;\n\n(d) if applicable under the Customer Agreement, arrange hosting (which may be Cloud Hosting) for Managed UXP;\n\n(e) enter into agreements with the Users whereby the Customer makes arrangements for the Users to access and use Managed UXP only in accordance with these Terms of Use and the Documentation;\n\n(f) create, distribute and enforce standardised security policies in the Managed UXP Deployment (e.g. requirements for user authentication and security requirements for joining the Managed UXP Deployment, procedures for managing membership of the Managed UXP Deployment, defining and assigning security categories to Users etc);\n\n(g) create, distribute and enforce standardised privacy policies in the Managed UXP Deployment (e.g. requirements for keeping Private Data secret), unless the Customer has delegated this task to Service Providers;\n\n(h) optionally, maintain the directory of Services offered by Service Providers;\n\n(i) provide technical support to Users;\n\n(j) provide Users with the necessary guidelines and specifications for using Managed UXP Deployment;\n\n(k) optionally, define the templates for Service Agreements and Service Level Agreements;\n\n(l) act as an arbitrator in case of disputes between Users in the Managed UXP Deployment.\n\n##### 5. Subscription\n\n5.1.\tThe Company will provide Customer with access to Managed UXP for the Subscription Term on the conditions stipulated in the Customer Agreement. \n\n5.2.\tIn case of a Managed UXP Subscription, the Company assigns the Customer unique login and authentication credentials to access Managed UXP. The credentials shall be delivered to the Customer in a manner specified in the Customer Agreement. It is the sole responsibility of the Customer to keep the credentials confidential and the Company shall not be held liable for any unauthorised disclosure of or access to the credentials.  \n\n5.3.\tThe fee for Managed UXP Subscription, including the fees for any licences, is provided in the Price List, unless agreed differently between the Parties in the Customer Agreement.\n\n##### 6. License\n\n6.1.\tIf the Customer has a Managed UXP Subscription and has paid all the fees due under the Customer Agreement, the Company grants to Customer, solely for the purposes of Customer’s and, as the case may be, the Users’ internal business operations, subject to the restrictions stipulated in Section 7, a non-transferable, non-exclusive and revocable license to use the components of Managed UXP and exercise the Copyrights attached thereto as follows:\n\n(a) load data into the licensed component of the Managed UXP as well as display, view or extract output results from it or otherwise operate any portion of it;\n\n(b) generate and publish Results (as defined below), subject to conditions in this Section below; \n\n(c) build and publish Applications (as defined below), subject to conditions in this Section below.\n\n6.2.\tThe Customer is allowed to make copies of the Documentation up to a reasonable amount needed to use Managed UXP and perform these Terms of Use and the Customer Agreement as well as make available such copies internally.\n\n6.3.\tWhen using the Core Component or Additional Component and the related Documentation, you may end up (a) producing new data by means of learning from the Documentation, (b) using that data to create new information (e.g. databases, analyses, whitepapers, research papers, publications etc) and (c) building new applications for using that information (e.g. software applications, systems of software, business models, value chains etc), all of which are herein referred to collectively as “Results”. The Customer is free to create any Results. The Customer shall own the Results, as well as all Copyrights attached thereto. However, if the Customer includes or interfaces any parts or versions of any components of Managed UXP in its Results, the Company shall retain ownership of any and all parts and versions of such components.\n\n6.4.\tIf the Customer has a Managed UXP Subscription and it is necessary to create software applications for using Managed UXP Deployment (herein “Applications”), the Customer may do so. The Customer shall own the Applications, as well as all Copyrights attached thereto. However, the Company shall retain ownership of any and all parts and versions of any and all components of Managed UXP contained or incorporated in the Applications.\n\n6.5.\tLimitations:\n\n(a) Internal Use Only: the Customer and Users may use Managed UXP for their own business operations and not for distributing or otherwise sharing with third parties.\n\n(b) Purpose of Use: the Customer may use Managed UXP in a Managed UXP Deployment which the Customer governs for the purposes of building a proof of concept\u002Fdemonstration\u002Ftrial\u002Fpilot solution for generating Results, developing an Application, testing or using any of the aforementioned and internal training regarding the use of Managed UXP.\n\n(c) License Fee: unless agreed otherwise in the Customer Agreement, the fee for the license is included in the Managed UXP Subscription fee.\n\n(d) Territory: unless agreed otherwise in the Customer Agreement, there are no geographical limitations to the Customer’s use of Managed UXP.\n\n(e) No Support for Results and Applications: the Company is not obliged to provide any support services for any Results or Applications.\n\n(f) No Liability for Results and Applications: the Company is not required to perform any obligations or incur any liability not previously agreed to between the Parties. The Customer shall take all responsibility and liability for all use of Managed UXP, any creation and use of the Results and Applications, including making sure that they do not infringe on any individual’s rights to privacy and personal data protection.\n\n##### 7. General Restrictions\n\n7.1. The Customer acknowledges and agrees that Managed UXP and any necessary software used in connection with Managed UXP contain proprietary and confidential information that is protected by applicable intellectual property and other laws. The Customer further acknowledges and agrees that the content or information presented to the Customer through Managed UXP may be protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws.  Except where expressly provided otherwise by the Company, nothing in Managed UXP, the Documentation or the Customer Agreement shall be construed to confer any license to any of the Company's or its third party manufacturer’s, author’s, developer’s, vendor’s, and service provider’s intellectual property rights.\n\n7.2.\tThe Customer acknowledges and agrees that the technical processing and transmission of Customer Content is necessary for the Customer to be able to use Managed UXP. The Customer consents to the Company’s storage of and access to Customer Content and Private Data. Further, the Customer acknowledges and understands that using Managed UXP will involve transmissions over the internet and other networks, only part of which may be owned and\u002For operated by the Company. The  Customer agrees that the Company is not responsible for any Customer Content or Private Data which are lost, altered, intercepted or stored without the Customer’s authorisation during the transmission of any data whatsoever across networks not owned and\u002For operated by Vendor.\n\n7.3. The performance of Managed UXP  will vary depending on the Customer’s hardware platform, software interactions, the configuration of the software and other factors. Managed UXP is neither fault tolerant nor free from errors, conflicts or interruptions.\n\n7.4. The Company does not make any representation, endorsement, guarantee or assurance:\n\n(a) of the suitability of Managed UXP for the Customer’s business;\n\n(b) that any Results or Applications created, implemented, supported and\u002For serviced by, for or on behalf of the Customer or any third party will meet the Customer’s business needs or operate successfully with Managed UXP.\n\n7.5. Unless an applicable law or a separate written contract with the Company gives the Customer more rights despite these limitations, the Customer may not, nor shall the Customer permit any third party to:\n\n(a) modify, make derivative works of, reverse engineer, reverse engineer, decompile or disassemble UXP, in whole or in part, or otherwise attempt to derive the source code of UXP in whole or in part;\n\n(b) subject UXP and the related Documentation, in whole or in part, to any license obligations associated with open source software, including combining UXP or the related Documentation with open source software, in a manner that subjects the Company to any license obligations of the open source software;\n\n(c) work around any technical limitations in Managed UXP and the related Documentation;\n\n(d) circumvent the validation functions of Managed UXP, if any;\n\n(e) use Managed UXP for commercial software hosting services;\n\n(f) run or arrange any security assessment, penetration testing, performance testing or similar activity with regard to UXP or Managed UXP without the prior written approval from the Company and the hosting service provider, if applicable.\n\n7.6.\tThe Customer further undertakes that it shall not, nor shall it permit others to:\n\n(a) reproduce, distribute, republish, sell, offer for sale, lease, lend or rent any parts of UXP nor grant any sub-licenses to third parties, unless agreed differently in the Customer Agreement;\n\n(b) alter, hide or remove any and all legends, trademarks, trade names, copyright notices and other identification and proprietary notices related to UXP and the Company displayed anywhere in Managed UXP, relevant Documentation or affixed to any copies of any parts of UXP;\n\n(c) apply for or register any right, title or interest, including any intellectual property rights, in and to any parts of UXP or appear or present itself as an owner or developer of any parts of UXP;\n\n(d) use any of the Company’s trademarks, logos, product names and other types of marks or trade dress of the Company without the Company’s prior approval.\n\n7.7. Permitted downtime. The Company has the right, at its own discretion, to temporarily suspend the Customer’s and the User’s access to and\u002For use of Managed UXP without the Customer’s consent, for maintenance, upgrades or enhancements to Managed UXP or any of its components or related services, only in case such maintenance, upgrade or enhancement is unavoidable for the continued secure functioning of Managed UXP. The Company shall use its best efforts to notify the Customer thereof in advance.  \n\n7.8. Transfer of components of UXP. Any parts of UXP may not be transferred to a third party without the Company’s prior written consent. If permitted, there may be additional charges for transferring any parts of UXP to a third party.\n\n7.9. Test Results. Disclosure to a third party of the results of any test of UXP (security, benchmark, penetration testing etc), is only permitted upon the Company’s prior written approval.\n\n7.10. Export Laws and Regulations. The Customer and all the Members must comply fully with all relevant export laws and regulations to assure that neither any parts of UXP, nor any Results or Applications, are exported, directly or indirectly, in violation of applicable laws.\n\n##### 8. Processing of Private Data\n\n8.1.\tIf for the purposes of the  Managed UXP Deployment, it is required that Private Data be kept secret, then it is the Customer’s sole responsibility to  make sure that the Customer and the Users do:\n\n(a) make sure that any Results or Applications do not disclose or publish Private Data to any unauthorised third parties; \n\n(b) keep the Customer’s systems necessary for using Managed UXP up-to-date with regard to software and especially security patches;\n\n(c) not modify UXP or interfere with its functioning during the processing of Private Data.\n\n8.2.\tParties agree and understand that the Customer acts as a controller with regard to any personal data that is being processed under the Customer’s instructions using Managed UXP. The Customer hereby appoints the Company as its processor with regard to such personal data, with the right to appoint sub-processors. The Customer as a controller and the Company as a processor shall comply with the the requirements of any applicable data protection laws. Prior to starting the processing of personal data via Managed UXP, the Parties shall enter into a data processing agreement, \n\n8.3.\tThe Company acts as an independent controller with regard to the personal data of the Customer’s representatives for the following purposes:\n\n(a) establishing and managing relationship with the Customer;\n\n(b) managing, operating and maintaining Managed UXP;\n\n(c) informing the Customer of the Company’s products, services, offers and events.  \n\n8.4.\tThe Company shall not accept any liability or claims from third parties regarding any Customer Data processing via Managed UXP, as arranged and regulated by the Customer and\u002For Service Providers in the relevant agreements, rules and regulations.\n\n##### 9. Third Party Licenses\n\n9.1.\tComponents of UXP may contain or incorporate third party material which is licensed to the Customer under a separate license [as identified in (a) the Documentation (e.g. document titled “LICENSES.txt” or similar) or (b) via a supplemental list].\n \n9.2.\tIf such third party licenses require the Company to inform the Customer of any notices related to the third party materials (e.g. open source software) which are contained or incorporated within the UXP Technology and which the Company is required to distribute together with such UXP Technology, then such notices are provided to you in at least one of the following ways at the Company’s sole discretion: (a) automatically installed with or included in the UXP Technology (b) in the Documentation, or (b) via a supplemental list.\n\n##### 10. Customer Content\n\n10.1. The ownership of all the Customer Content and all rights attached there to, including intellectual property rights, shall remain unchanged and shall belong to the Customer, the Customer’s clients, Users, or other third parties, including to their employees, as the case may be.\n \n10.2. The Company may share Customer Content with third parties only for the purposes of implementation of the Customer Agreement, including the Company’s contracted service providers for hosting services; or in case the Company is obliged to disclose Customer Content under any applicable legal act. The Company may share Customer Content with the Company’s professional advisers like lawyers, auditors and independent consultants. \n\n##### 11. Confidentiality\n\n11.1. Confidential Information. “Confidential Information” means data, information and knowledge disclosed between the Parties which is not generally known to the public and (a) is marked or specifically designated as confidential at the time of disclosure or (b) by its nature would be reasonably understood to be proprietary or confidential. The Parties understand and agree that the contents of the Customer Agreement, Managed UXP and any of its parts as well as the Documentation are the Confidential Information of the Company.\n \n11.2. Discloser and Recipient. Each Party shall be a “Discloser” with respect to Confidential Information, which that Party discloses to the other and shall be a “Recipient” with respect to Confidential Information, which that Party receives from the other. A Discloser shall not identify as Confidential Information any information that the Discloser does not, in good faith, consider to be proprietary and\u002For confidential.\n \n11.3. Confidentiality Obligations. It is anticipated that each of the Parties will disclose to the other proprietary and confidential information. The Recipient shall maintain the secrecy and confidentiality of Confidential Information of the Discloser by way of efforts at least equivalent to the efforts that Recipient normally applies to its own property that it maintains secret and confidential, but in any event using no less than a reasonable degree of care.\n \n11.4. Permitted Purpose and Users. The Confidential Information may be used and disclosed only for the purposes of implementation the Customer Agreement and only to the Recipient’s employees, professional advisers and subcontractors with a need to know, provided that each such person has previously been advised of the proprietary and confidential nature of the Confidential Information and has entered into a mutually signed written agreement with the Recipient that provides no less protection of the Confidential Information of the Discloser than the terms of this Section “Confidentiality”.\n \n11.5. Infringements. Recipient shall notify the Discloser immediately upon discovery of any unauthorised use or disclosure of Confidential Information or any other breach of this Section “Confidentiality” by the Recipient or any of its representatives or by third parties and cooperate with the Discloser in every reasonable way to remedy the situation and prevent any unauthorised use or disclosure of the Confidential Information.\n \n11.6. No Warranties. Neither the Discloser nor any of its representatives make any representation or warranty, expressed or implied, as to the accuracy or completeness of the Confidential Information of the Discloser, unless specifically agreed otherwise in writing. Neither the Discloser nor any of its representatives shall be liable to the Recipient or any of its representatives relating to or resulting from the Recipient’s use of any of the Discloser’s Confidential Information or any errors therein or omissions therefrom.\n \n11.7. No Ownership\u002FLicense. The disclosure of Confidential Information shall not be construed to grant to the Recipient any ownership or other proprietary interest in the Confidential Information, unless agreed otherwise in the Customer Agreement. The Recipient agrees that it does not acquire any title, ownership, or other intellectual property right or license by virtue of such disclosure. The Recipient shall not use the Discloser’s Confidential Information to obtain any intellectual property rights in any country.\n \n11.8. Exemptions. A Recipient has no obligation with respect to any Confidential Information disclosed under the Customer Agreement which: (a) was in Recipient’s possession before receipt from Discloser other than through prior disclosure by Discloser; or (b) is or becomes a matter of general public knowledge through no breach of the Customer Agreement; or (c) is rightfully received by Recipient from a third party without an obligation of confidentiality; or (d) is independently developed by Recipient without access or reference to the Confidential Information of Discloser; or (e) is disclosed under operation of law, governmental regulation, or court order, provided Recipient first gives Discloser notice and a reasonable opportunity to secure protection of such Confidential Information.\n \n11.9. Effects of Termination and Survival. Upon termination of the Customer Agreement, the Recipient shall (a) immediately cease using the Confidential Information, (b) promptly return to the Discloser all tangible embodiments of the Confidential Information received from the Discloser, and (c) promptly destroy all other copies. The confidentiality obligations of a Recipient under the Customer Agreement shall continue in effect for a period of five (5) years after such return and destruction of Confidential Information, which shall be evidenced by written records of the Recipient. The confidentiality obligations of a Recipient under the Customer Agreement shall continue in effect indefinitely for any Confidential Information which qualifies as personal data or trade secret of the Discloser or information subject to any government security classification.\n \n11.10. Equitable Relief. In the event that a Recipient breaches the provisions of this Section “Confidentiality”, monetary damages may not provide an adequate remedy to the Discloser. Therefore, in the event of a breach or threat of breach, the Discloser shall be entitled to specific performance and injunctive and other equitable relief to restrain such breach or threat of breach, in addition to any other relief available at law or in equity.\n\n##### 12. Defence against Third Party Claims\n\n12.1. Company’s Indemnification\n \n(a) The Company will defend the Customer against any claims made by any unaffiliated third party that UXP infringes its patent, Copyright, trademark or infringes its trade secret rights, and will pay the amount of any resulting adverse final judgment or settlements to which the Company consents.\n\n(b) The Customer shall notify the Company promptly in writing of the claim and give the Company sole control over its defence or settlement. The Customer agrees to provide the Company with reasonable assistance in defending the claim and the Company will reimburse the Customer for reasonable out of pocket expenses that the Customer incurs in providing that assistance.\n\n(c) The Company’s obligations to defend the Customer will not apply to the extent that the claim or adverse final judgment is based on:\n\ni. the Company’s use of UXP after the Company has notified the Customer to discontinue use due to such a claim;\n\nii. the Customer combining UXP with a non-Company product (hardware, software or service), data or business processes, \nincluding third party add-ons or programs;\n\niii. damages attributable to the value of the use of a non-Company product, data or business process;\n\niv. the Customer altering or modifying UXP, including any modifications by third parties;\n\nv. the Customer distributing UXP to, or their use for the benefit of, any third party;\n\nvi. the Customer’s use of the Company’s trademark(s) without express written consent to do so;\n\nvii. for any trade secret claim, the Customer acquiring a trade secret (a) through improper means, (b) under circumstances giving rise to a duty to maintain its secrecy or limit its use, or (c) from a person (other than the Company or its Affiliates) who owed to the party asserting the claim a duty to maintain the secrecy or limit the use of the trade secret.\n\n(d) The Customer will reimburse the Company for any costs or damages that result from the actions listed in Section 12.1.c.\n\n(e) If the Company receives information concerning an infringement or misappropriation claim related to a licensed component of UXP, the Company may, at its expense and without obligation to do so, either:\n\ni. procure for the Customer the right to continue to run your licensed component of UXP, or\n\nii. modify the licensed component of UXP or replace it with a functional equivalent to make it non-infringing.\n\n(f) If, as a result of an infringement or misappropriation claim, the Customer’s use of UXP is enjoined by a court of competent jurisdiction, the Company will, at its option, either procure the right to continue its use, replace it with a functional equivalent, modify it to make it non-infringing, or refund the amount paid and terminate the Customer Agreement.\n\n(g) If any other type of third party claim is brought against the Customer regarding the Company’s intellectual property, you must notify the Company immediately in writing. The Company may, at its option, choose to treat these claims as being covered by this Section 11.1. This Section 11.1 provides the Customer’s exclusive remedy for third party Copyright, trade secret and other intellectual property rights’ infringement and misappropriation claims.\n\n12.2. Licensee’s Indemnification. The Customer agrees to hold harmless and indemnify the Company and its officers, employees, agents and representatives from and against any claims, demands, or causes of action whatsoever, including without limitation those arising on account of any injury or death of persons or damage to property caused by, or arising out of, or resulting from, the use of Managed UXP, the exercise or practice of the licenses granted to the Customer under your Customer Agreement by you, your Affiliates or Members, including their officers, employees, agents or representatives.\n\n##### 13. Warranties\n\n13.1. The Customer warrants that: \n \n(a) it has the authority to bind itself to the Customer Agreement;\n\n(b) it accesses and uses Managed UXP in accordance with the Documentation and the Customer Agreement.\n\n13.2. The Company represents and warrants that:\n \n(a) it has the right and authority to grant the Customer with the access rights and licenses as agreed in the Customer Agreement;\n\n(b) Managed UXP will operate in a manner consistent with general industry standards and in all material respects as described in the Customer Agreement and any applicable Documentation until the end of Subscription Term.\n\n##### 14. Liability\n\n14.1. Suspension. If the Customer does not comply with the terms and conditions of Sections 2-12, the Company has the right to suspend the Company’s access rights to Managed UXP or the validity of any licenses granted under the Customer Agreement until such non-compliance has been stopped or cured, as the case may be.\n \n14.2. Limitations of liability\n \n(a) No Liability for the Customer’s Use. Except to the extent prohibited by law, the Customer assume all liability for damages which may arise from the access and use of Managed UXP, Results, and Applications. The Company shall not be liable for:\n\ni. any problems, loss, damages or other consequences suffered by the Customer or third parties due to access and use of Managed UXP, Results, AND APPLICATIONS, including consequences caused by third party hardware or software;\n\nii. any claim or demand made by the Customer, or made against the Customer by any third party, due to or arising from the access and use of Managed UXP, Results, AND APPLICATIONS, including consequences caused by third party hardware or software.\n\n(b) Liability Cap. THE COMPANY’S LIABILITY ARISING OUT OF OR RELATED TO A CUSTOMER AGREEMENT WILL NOT EXCEED THE LICENSE FEES PAID TO IT FOR MANAGED UXP BY THE CUSTOMER UNDER THAT CUSTOMER AGREEMENT.\n\n(c) Exclusion of Consequential Damages. IN NO EVENT WILL THE COMPANY BE LIABLE TO THE CUSTOMER FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THE CUSTOMER AGREEMENT.\n\n(d) Clarifications & Disclaimers. THE LIABILITIES LIMITED BY THIS SECTION “LIABILITY” APPLY: (a) TO LIABILITY FOR NEGLIGENCE; (b) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (c) EVEN IF THE COMPANY IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (d) EVEN IF YOUR REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. If applicable law limits the application of the provisions of this Section “Liability”, the Company’s liability will be limited to the maximum extent permissible. For the avoidance of doubt, the Company’s liability limits and other rights set forth in this Section “Liability” apply likewise to the Company’s Affiliates, licensors, suppliers, advertisers, agents, sponsors, directors, officers, employees, consultants, and other representatives.\n\n(e) Exceptions to Limitation of Liability. Sections “Liability Cap” and “Exclusion of Consequential Damages” above do not apply to: (a) claims pursuant to any provision of the Customer Agreement calling for liquidated damages; (b) claims pursuant to Section “Licensee’s Indemnification”; or (c) claims for attorneys’ fees and other litigation recoverable by the prevailing Party in any action.\n\n14.3. Force Majeure. Neither of the Parties shall be considered responsible for any contractual non-fulfilment or breach of the Customer Agreement caused by Force Majeure. Force Majeure includes situations, where the Company’s employees, contractors and partners are subject to events similar to Force Majeure. Non-fulfilment or breach of the Customer Agreement due to such factors must be fully evidenced between the Parties. In case of a situation of Force Majeure: (1) the suffering Party notifies the other Party of the situation of Force Majeure immediately, (2) as soon as reasonably feasible, the Parties start negotiations in order to find best solutions to avoid, minimise or overcome the negative effects of the situation of Force Majeure, (3) either Party may postpone the performance of its obligations under the Customer Agreement until the situation of Force Majeure has ceased or, if that is not reasonably feasible, until three (3) months after the cessation of the situation of Force Majeure. If Parties do not reach an agreement as a result of the negotiations or if the situation of Force Majeure does not cease within six (6) months, either Party may terminate the Customer Agreement by sending a written notice to the other Party, in which case the Customer Agreement shall be considered terminated as of the receipt of the written notice by the other Party.\n \n14.4. Equitable Relief. The Parties agree that any breach of the Customer Agreement by the Customer may cause irreparable damage to the Company, and that, in event of such breach, in addition to any and all remedies at law, the Company may have the right to an injunction, specific performance or other equitable relief to prevent the continuous violations of the terms of the Customer Agreement.\n\n##### 15. Term and Termination\n\n15.1. The Customer Agreement will terminate automatically if the Customer’s subscription for Managed UXP terminates or expires.\n \n15.2. The Company has the right to terminate the Customer Agreement:\n \n(a) if the Customer is in breach of Sections “Obligations of the Governing Authority” or “Obligations of the Members”, Section “License”, any of the restrictions in Section “General Restrictions”;\n\n(b) if the Customer is in breach of any other Sections of the Customer Agreement and:\n\ni. such breach is incurable, or\n\nii. such breach has not been cured within 30 (thirty) days as of the Company’s request to do so.\n\n15.3. The Customer has the right to terminate the Customer Agreement, if the Company is in breach of Section “Defence against Third Party Claims” and such breach has not been cured within 30 (thirty) days as of the Customer’s request to do so.\n \n15.4. Upon expiry or termination of the Customer Agreement: \n \n(a) the Company shall be entitled to remove any access rights of the Customer and the Users to Managed UXP;\n\n(b) the Company shall destroy all the Customer Content it may have acquired during the validity of the Customer Agreement, except as may be necessary to be retained for the sole purpose of establishment, exercise or defence of legal claims, whether in court proceedings or in an administrative or out-of-court procedure;\n\n(c) the Customer shall stop and cause the Users to stop using Managed UXP;\n\n(d) the Customer  shall fully destroy and cause the Users to fully destroy the Documentation;\n\n(e) the Customer shall provide a written certificate to the Company regarding destruction of the Documentation within 7 (seven) calendar days as of the date of expiry or termination of the Customer Agreement.\n\n15.5. Any Sections and Sub-Sections of the Customer Agreement which by their nature regulate the rights and obligations of the Parties after the expiry or termination of the Customer Agreement shall remain in force after the expiry termination of the Customer Agreement. For avoidance of doubt, this includes Sections “Confidentiality”, “General Restrictions” and the provisions regulating dispute resolution, governing law, proprietary rights and liability of the Parties.\n\n##### 16. Miscellaneous\n\n16.1. Modification of the Terms of Use. The Company has the right to unilaterally modify these Terms of Use in the following occasions:\n \n(a) changes in applicable laws or in their interpretation by the courts and other competent authorities which affect Managed UXP;\n\n(b) introduction of updates or upgrades in Managed UXP;\n\n(c) feedback and demands from the Customer and the Users;\n\n(d) a valid court judgment or administrative act which obliges the Company to change these Terms of Use;\n\n(e) new technological developments which affect Managed UXP, including a resulting need to enhance the protection of Private Data and improve the quality of Managed UXP;\n\n(f) changes in the organisation, ownership or management of the Company.\n\n16.2. Notification of changes. The Customer will be notified of any changes in these Terms of Use and in the Price List at least thirty (30) days in advance by email or via the Company’s web site. If the Customer does not agree to the changes, the Customer may terminate the Customer Agreement with immediate effect by sending a written notice of termination to the Company within thirty (30) days as of the date of notification from the Company. If the Customer continues using Managed UXP after the thirty (30) days notification period, the Customer will be considered as having accepted the changes.\n \n16.3. Updates to Managed UXP. Unless explicitly stated otherwise, any new features or updates that augment or enhance Managed UXP will be subject to these Terms of Use and the Customer Agreement.\n \n16.4. Governing Law. The Customer Agreement is governed by, and is to be construed in accordance with, the substantive law of the Republic of Estonia without regard to the conflicts of law principles thereof. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.\n \n16.5. Jurisdiction. Any differences between Parties in the interpretation or application of the Customer Agreement shall be settled amicably by mutual consultation. In case an amicable settlement cannot be reached, then any dispute, controversy or claim arising out of or in connection with the Customer Agreement, or the breach, termination or invalidity thereof, shall be finally settled in Harju County Court, Estonia.\n \n16.6. Independent Contractors. The Customer and the Company are independent entities and the Company is not liable for nor bound by any of the Customer’s acts. \n \n16.7. No Assignment. None of the Parties may assign or transfer the Customer Agreement as a whole, or any of its rights or obligations under it, without first obtaining the written consent of the other Party. That consent may not be unreasonably withheld or delayed. Notwithstanding the foregoing, the Company, or its permitted successive assignees or transferees, may assign or transfer this Customer Agreement or delegate any rights or obligations under the Customer Agreement without consent:\n \n(a) to any entity which is:\n\ni. directly or indirectly controlling the Company, \n\nii. under the same direct or indirect ownership or control as the Company, or \n\niii. directly or indirectly owned or controlled by the Company,\nwhereas “Control” and “own” means possessing a fifty percent (50%) or greater interest in an entity or the right to direct the management of the entity;\n\n(b) in connection with a merger, reorganisation, transfer, sale of assets or product lines, or change of control or ownership of the Company, or its permitted successive assignees or transferees.\n\n16.8. Notices. Any notice to be given under the Customer Agreement must be in writing, unless the Customer Agreement explicitly requires the notice to be signed by own hand, by electronic signature or equivalent. Any reference to a “written form” or “in writing” means at least in a format which can be reproduced in writing (e-mail or other electronically verifiable means, document print-out, etc). Notice shall be deemed served and received by the notified Party,\n \n(a) if hand delivered, at the time the notice is delivered in person to the individual or member or officer of the notified Party for whom it was intended,\n\n(b) if sent by courier, at the date of signature of the notified Party,\n\n(c) if sent by registered letter, at the date three (3) days after the registered sending,\n\n(d) if sent by facsimile, at the date such notice is transmitted by facsimile, provided that such transmission is subsequently confirmed by telephone,\n\n(e) if sent by email, at the date after the email was sent, provided the sender does not receive a notice of error or failure to complete the transmission to the correct email address.\n","default",{"metaTitle":5,"metaDescription":6,"shareImage":6},1788355356673]