CUBEAC - General Terms and Conditions


Last Updated: January 12th, 2017


Introduction

Avansys Consulting Ltd. (“CUBEAC” or “we”) provides software, applications and other related tools and services to manage Enterprise Performance Management systems. These offerings are provided by CUBEAC at the Internet site cubeac.com and its sub-domains (the “Site” and, together with any related software, tools and services provided in connection with the Application or Site, the “CUBEAC Service”). 

The following terms and conditions (“Terms of Service”) and our Privacy Policy, highlighted on our website at http://www.cubeac.com /privacy and which is incorporated herein by reference into these Terms of Service. These Terms of Service govern your access to and use of the CUBEAC Service and all Site Content and constitute a binding legal agreement between you and CUBEAC.

This Service Agreement is entered into, and effective as of the day of your “Acceptance” (“Effective Date”), by and between Avansys Consulting Ltd. (company register number 01-09-207339) , Nadorliget u.8/B, 1117 Budapest, Hungary (referred to as: CUBEAC”) and the Company or entity you represent (“Client” or “Client” or “You”).

Acceptance

YOU ACKNOWLEDGE AND AGREE THAT, BY CLICKING ON THE “ACCEPT TERMS” BUTTON, REGISTERING FOR A CUBEAC ACCOUNT, DOWNLOADING OF THE APPLICATION OR ANY APPLICATION UPGRADES, BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE, APPLICATION AND OR SERVICE YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE. 

If you accept or agree to these Terms of Service on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms of Service and, in such event, “you” and “your” will refer and apply to that company or other legal entity.

Definitions
  • “CUBEAC Content” means Content that CUBEAC makes available through the Site or CUBEAC Service, including any Content licensed to CUBEAC from a third party, but excluding Client Content.
  • “Client” means a person or entity who completes CUBEAC’s account registration process, as described under “Account Registration” below.
  • “Corporate Client” means a Client that is a company or other legal entity, rather than an individual.
  • “Client Content” means Content that a Client posts, uploads, publishes, submits or transmits to be made available through the CUBEAC Service, including, without limitation, comments to the CUBEAC blog.
  • “Site Content” means CUBEAC Content and Client Content.
  • “Client Data” all data, works and materials uploaded to or stored on the System by Client; transmitted by the System at the sole discretion of the Client; supplied by the Client to CUBEAC for uploading to, transmission by, or storage on the System; or generated by the System as a result of the use of the CUBEAC Services by the Client.
  • Benchmark Data: means data that may be derived from Client Data by CUBEAC, nevertheless Benchmark Data means aggregate data that does not contain any specific Client data based on which it could be reasonably reconstrued by any third party that the data was directly derived from Client Data. By the use of CUBEAC Services, Client unconditionally accepts that Client Data may be used by CUBEAC to construct aggregate Benchmark Data, which constitutes sole ownership of CUBEAC IP,
  • “Account” means an account enabling a party to access and use the CUBEAC Services, including both administrator accounts and user accounts.
  • “CUBEAC Services” means both the CUBEAC Software (used either through the cloud, as Software as a Service or On Premise) and Services (related to the CUBEAC Software, including customisation and enhancement of the CUBEAC Software / Service), which will be made available by CUBEAC to You as a service in accordance with this Agreement.
  • “System” means the platform managed by CUBEAC and used by CUBEAC to provide the CUBEAC Services, including the application and database software for the CUBEAC Services, the system and server software used to provide the CUBEAC Services, the computer hardware on which that application, database, system and server software are installed, and for purposes of clarity the CUBEAC source code, application files, install files and all related software developed by CUBEAC, including the original and all whole or partial copies, and all related licensed materials (including without limitation keys and the Documentation) and any improvements and updates if and when they become available
  • CUBEAC IP: defined at part „Intellectual Property” referred below
  • Licensed content and software components: CUBEAC uses software components potentially governed by different licenses other than CUBEAC licence. The respective authors of licenced content and software components used by CUBEAC Services are published on our website at http://www.cubeac.com/licensed-content.
Eligibility

By accessing or using the CUBEAC Service you represent and warrant to CUBEAC that: (i) you are of legal age to form a binding contract, (ii) all registration information you submit is accurate, current and complete; (iii) you will maintain the accuracy and completeness of such information; (iv) if you are accepting these Terms of Service on behalf of a company or other legal entity, you have the authority to bind that company or legal entity to these Terms of Service.

Privacy

See CUBEAC’s Privacy Policy at http://www.cubeac.com/privacy for information and notices concerning CUBEAC’s collection and use of your personal information.

Software licence agreement

The CUBEAC Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. 

Modification

CUBEAC reserves the right, at its sole discretion, to modify, discontinue or terminate the CUBEAC Service or to modify these Terms of Service, at any time and without prior notice. If we modify these Terms of Service, we will post the modification on the Site or provide you with notice of the modification. We will also update the “Last Updated Date” at the top of these Terms of Service or on the Site or Application. By continuing to access or use the CUBEAC Service after we have posted a modification on the Site or Application or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms of Service. If the modified Terms of Service are not acceptable to you, your only recourse is to cease using the CUBEAC Service.

Account Registration

In order to access the CUBEAC Service, you must register to create an account (“Account”) and become a Client. When registering with CUBEAC you agree to: (a) provide true, accurate, current and complete information about yourself (or, if applicable, the Corporate User you represent) as prompted by the CUBEAC Service’s registration form (such information being the “Registration Data”) and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we may suspend or terminate your account and refuse any and all current or future use of the CUBEAC Service (or any portion thereof).

You may not authorize any third party (other than, if applicable, the employees, consultants or agents of the Corporate Client you represent) to access or use the CUBEAC Service on your behalf. You are responsible for maintaining the confidentiality of the user ID and password, and are fully responsible for all activities that occur under your user ID or password. You agree to immediately notify CUBEAC of any unauthorized use of your user ID or password or any other breach of security. CUBEAC cannot and will not be liable for any loss or damage arising from any unauthorized use of your account.

By providing us with your email address, you agree to receive all required notices electronically, to that email address. From time to time, CUBEAC will use this email address to send you notifications about product updates and improvements, company news.

Fees and Payment

Signing up for an CUBEAC account might entail certain free use (i.e. trial use). In the event you choose to upgrade to paid services, start using paid services or to provide payment information to CUBEAC after being prompted to do so, you agree to the pricing, payment and billing policies as set forth (a) herein, (b) on the CUBEAC Site and/or if applicable, in a separately executed and accepted purchase order. All fees paid for the CUBEAC Service are non-refundable except as expressly provided in these Terms of Service.

All fees under this Agreement are exclusive of any taxes, duties or other such additional sums and are payable in European Union euros.

If your selected CUBEAC Service package requires a recurring subscription fee, your CUBEAC Service package will automatically renew, unless we terminate it, or you notify us by email (help@cubeac.com ) of your decision to terminate your current CUBEAC Service package. You must cancel any such CUBEAC Service package before it renews in order to avoid billing of subscription fees for the renewal term. All fees and charges are nonrefundable and there are no refunds or credits for partially used periods.

The invoicing and period of performance of CUBEAC Services („service period”) is 12 (twelve) months, whereas the Fee of CUBEAC Services is payable in advance at the start of CUBEAC service period.

Intellectual Property

CUBEAC Service: CUBEAC shall own and retain all right, title, and interest in and to the CUBEAC Service (except for any licensed content and software components included therein). Client agrees not to reverse engineer, decompile, distribute, license, sell, transfer, disassemble, copy, alter, modify, or create derivative works of the CUBEAC Service or otherwise use the CUBEAC Service in any way that violates the use restrictions contained in these Terms of Service. CUBEAC does not grant to Client any license, express or implied, to the intellectual property of CUBEAC or its licensors. Client further acknowledges and agrees that any information regarding the design, “look and feel”, specifications, components, functionality or operation and payment terms and pricing (if applicable) of the CUBEAC Service is considered the confidential and proprietary information of CUBEAC (collectively “CUBEAC Confidential Information”).

You acknowledge and agree that the CUBEAC Services and the System whereas the Software (any software component provided by CUBEAC to carry out the service including Improvements, customisations, enhancements to the Software/Service and including but not limited to any images, graphs, reports, summaries, data-management systems or solutions, photographs, animations, video, audio, music, text, and “applets” incorporated into the Software and the accompanying printed materials, and any copies of the Software except for any licensed content and software components included therein) and all CUBEAC’ Benchmark Data, quotes, training and marketing materials, brochures, copyrights, names, trademarks, trade names, know-hows, service marks, or any other identifying characteristics are proprietary intellectual property (collectively the “ CUBEAC IP”) of significant value and goodwill to CUBEAC.

You acknowledge and agree that CUBEAC shall be the sole owner of any Improvements, customisations, updates, upgrades, new versions, or new releases of the CUBEAC Services and/or the System that are developed by CUBEAC (including Benchmark Data) during the term of this Agreement and thereafter, all of which shall be CUBEAC IP.

Client Data

Client understand that utilization of the CUBEAC Services requires your input and transmission of Client Data to CUBEAC and for storage on the Cloud by the System. Accordingly, Client hereby grants to CUBEAC a non-exclusive license to copy, reproduce, store, export, adapt, edit and translate the Client Data to the extent reasonably required for the performance of CUBEAC’ obligations and the exercise of CUBEAC’ rights under this Agreement, together with the right to sublicense these rights to its hosting connectivity and telecommunications service providers to the extent reasonably required for the performance of CUBEAC’ obligations and the exercise of its rights under this Agreement.

Client Data: Client shall retain all right, title and interest in and to (a) all graphics, images, files, data and other information transmitted by Client to CUBEAC in connection with its use of the CUBEAC Service and (b) reports and other materials generated by the CUBEAC Service following such transmission (collectively, “Client Data”), provided, however, that Client hereby grants to CUBEAC a worldwide, royalty-free, non-exclusive license to use (i) data generated as a result of Client’s use of the CUBEAC Service solely for purposes of maintaining and improving the CUBEAC Service, and to use (ii) Client Data by CUBEAC in order to generate Benchmark Data becoming sole and integrated CUBEAC IP legal ownership, which Benchmark Data may be further used and/or sold by CUBEAC as part of CUBEAC Service to any other Client .

Client warrants to CUBEAC that the Client Data or the use of the Client Data by CUBEAC in accordance with this Agreement will not (a) breach the provisions of any law, statute or regulation; (b) infringe the Intellectual Property Rights or other legal rights of any person; or © give rise to any cause of action against CUBEAC in any case in any jurisdiction and under any applicable law.

Data Protection

Providing CUBEAC services may Process Client Information that can be linked to specific individuals (“Personal Data”), whereas we will Process the Personal Data in accordance with applicable law

You warrant that you have the authority to provide the Personal Data to CUBEAC in connection with the performance of CUBEAC Services and that the Personal Data provided to CUBEAC has been Processed in accordance with applicable law.

CUBEAC CONFIDENTIALITY OBLIGATIONS

CUBEAC will: a. Keep the Client Confidential Information strictly confidential; b. Not disclose the Client Confidential Information to any person without the Client’s prior written consent; and c. Not use any of the Client Confidential Information for any purpose other than the performance of the CUBEAC Services under this Agreement

Notwithstanding the above, CUBEAC may disclose the Client Confidential Information to the CUBEAC’ employees, agents and subcontractors who have a need to access the Client Confidential Information for the performance of their work with respect to the CUBEAC Services and who are bound by a written agreement or professional obligation to protect the confidentiality of the Client Confidential Information.

Termination and Account Cancellation

If you breach any of these Terms of Service, CUBEAC will have the right to suspend, disable or terminate your Account or terminate these Terms of Service, at its sole discretion and without prior notice to you. CUBEAC reserves the right to revoke your access to and use of the CUBEAC Service at any time, with or without cause. In the event CUBEAC terminates these Terms of Service for your breach, you will remain liable for any and all amounts due hereunder. You may cancel your Account at any time on the Site, or by sending an email to help@cubeac.com .

No refund of the Service Fee paid (or any portion thereof) shall be payable upon termination of this Agreement.

Upon termination of this Agreement, You must stop using the CUBEAC Services and must return or destroy all copies of the Documentation in Your possession or control. You consent, and shall procure the necessary consent in respect of Your employees, agents and sub-contractors, to such inspections and audits as may be reasonably required by CUBEAC to ensure compliance with this clause.

Disclaimers

THE CUBEAC SERVICE AND SITE CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, CUBEAC EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. CUBEAC MAKES NO WARRANTY THAT THE CUBEAC SERVICE OR SITE CONTENT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. CUBEAC MAKES NO WARRANTY REGARDING THE QUALITY OF ANY PRODUCTS, CUBEAC SERVICE OR SITE CONTENT PURCHASED OR OBTAINED THROUGH THE CUBEAC SERVICE OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE CUBEAC SERVICE.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM CUBEAC OR THROUGH THE CUBEAC SERVICE, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE CUBEAC SERVICE AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE CUBEAC SERVICE. YOU UNDERSTAND THAT CUBEAC DOES NOT SCREEN OR INQUIRE INTO THE BACKGROUND OF ANY USERS OF THE CUBEAC SERVICE, NOR DOES CUBEAC MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE CUBEAC SERVICE. CUBEAC MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE CUBEAC SERVICE OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE CUBEAC SERVICE. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE CUBEAC SERVICE AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE CUBEAC SERVICE, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON.

Indemnity

You agree to defend, indemnify, and hold CUBEAC, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with your access to or use of the CUBEAC Service, or your violation of these Terms of Service, including breach of any representations or warranties herein.

Limitation of Liability

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE CUBEAC SERVICE AND SITE CONTENT REMAINS WITH YOU. NEITHER CUBEAC NOR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE CUBEAC SERVICE OR SITE CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, CUBEAC SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR CUBEAC SERVICE, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF CUBEAC SERVICE OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR SITE CONTENT, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE CUBEAC SERVICE OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE CUBEAC SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT CUBEAC HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

IN NO EVENT WILL CUBEAC’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF CUBEAC SERVICE OR FROM THE USE OF OR INABILITY TO USE THE CUBEAC SERVICE OR SITE CONTENT EXCEED THE AMOUNTS YOU HAVE PAID TO CUBEAC FOR USE OF THE CUBEAC SERVICE OR CONTENT. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN CUBEAC AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

Miscellaneous

Neither of us may assign any of our rights, obligations or claims under this Agreement.

If any provision of this Agreement (in whole or part) is held to be illegal, invalid or otherwise unenforceable, the other provisions shall remain in full force and effect.

Neither you nor we shall be liable for breach of this Agreement caused by circumstances beyond your or our reasonable control.

You may not rent, lease, or lend the CUBEAC Software to any third party.

Governing Law

This agreement shall be construed in accordance with the laws of Hungary (a Member State of the European Union).

Any dispute relating to this Agreement or the Services shall be subject to the exclusive jurisdiction of the courts of Hungary (a Member State of the European Union).

Contacting CUBEAC

If you have any questions about these Terms of Service, please contact CUBEAC at info@cubeac.com or Avansys Consulting Ltd., Nadorliget u.8/B, 1117 Budapest, Hungary.