Subscriber Agreement

last updated on 15-09-2024

PLEASE READ THIS AGREEMENT BEFORE ACCESSING OR USING CYVER’S PROPERTIES OR SERVICES, INCLUDING BUT NOT LIMMITED TO “CYVER CORE”. BY ACCESSING OR USING CYVER’S PROPERTIES OR SERVICES, THE SUBSCRIBER IS SIGNIFYING AN APPOINTED REPRESENTATIVE OF THE SUBSCRIBER HAS READ AND AGREED TO THIS ORDER, WHICH IS A LEGALLY BINDING CONTRACT.

This subscription agreement is entered into by Cyver on behalf of the property “CYVER CORE” and with the user, who agree that the following conditions will apply to the Services and Properties under this contract.

1. SAAS SERVICES

Cyver shall provide access to its Services and Properties on a WhiteLabel subscription basis. During the Subscription Term, the Subscriber shall receive a non-exclusive, non-assignable, non-transferable royalty-free license to access the Cyver Core platform and Support Services and Properties.

1.1 SAAS

The Subscriber acknowledges that this agreement is a Services Contract and Cyver will not be delivering any copies of Software to the Subscriber. Furthermore, the Subscriber acknowledges that Cyver Services and Properties are fully and exclusively owned by Cyver and any copy or attempt to copy, modifications or attempts to modify outside of White Label provisions integrated into Services is a breach of contract under the Terms of Service and this Agreement. Breaches will result in Termination under Section 1.2 C of this Agreement.

1.2 USE RESTRICTIONS

  1. A) The Subscriber acknowledges that this agreement is a Services Contract and grants no right nor license to any Cyver Properties or Services beyond access to said Properties or Services. The Subscriber acknowledges and agrees that Cyver owns all rights and licenses to all materials.
  2. B) The Subscriber will not, and shall not permit anyone to: I) copy or republish Services or Properties, ii) Modify or create derivative works of any kind of the Services or Properties, or iii) attempt to translate or reverse engineer the Services of Properties, pursuant to the agreements made under the Terms of Service
  3. C) The Subscriber shall not license, sell, rent, lease, or transfer any rights in or to Cyver Properties or Services or any element or elements thereof. Properties and Services remain the full intellectual property of Cyver. Furthermore, Cyver reserves the right to immediately terminate full access to Cyver Core platform and Services, without notice, following such a breach. Cyver reserves the right to sue for damages to a minimum value of a total of all rates charged by the Subscriber to its customers in the event of such a breach.
  4. D) The Subscriber will not remove, obscure, alter, or otherwise obfuscate any copyright, trademark, or other proprietary rights mark or notice on the Property or Services. Cyver reserves the right to integrate a “Powered by Cyver Core” tag on all Properties and Services.
  5. E] The Subscriber acknowledges that Cyver owns all right, title, and interest in Properties and Services including Software, Services, and Properties including but not limited to Documentation and all Deliverable Products. Furthermore, the Subscriber acknowledges that Cyver owns full intellectual copyright to all deliverables provided through its Cyver Core Platform and Services including notifications, modifications, improvements, feedback, and derivative works thereof and intellectual copyright therein. the Subscriber hereby agrees to forego any and all right, title, and interest in the foregoing.

1.3 WHITE LABEL

A) Cyver Core is provided on a white label basis, meaning that the Subscriber has full right and title to update the Specific Cyver Core Properties and Services provided to them with their own branding. WhiteLabel products include the subdomain provided to the Subscriber and specific elements of the Software, which can be updated with the Subscriber’s logos, branding, and colors. Small customizations may be made by the Subscriber to update Cyver Core Properties and Services to its own Processes. Under no circumstances and under no conceivable Order will the Subscriber update, edit, or modify Cyver Core source code, Services, or Properties.

B) Cyver reserves the right to retain CyvervCore in code on White Label subdomains and software. the Subscriber agrees to this stipulation and will under no circumstance modify Cyver Core source code to implement their own branding.

2. TERMS AND PAYMENT

The Term of this Agreement commences effective on the Date Hereof. The Term extends for no less than one (1) year. The Term will continue until the one-year anniversary of the Effective Date and will automatically renew for additional terms of one year unless either party gives the other party written notice of its intention not to renew at least 30 days in advance. Cyver reserves the right to increase fees at the time of renewal. However, increases will never be more than 2% without written approval by the Subscriber.

2.2 TERMINATION FOR CAUSE

Either party can Terminate this notice for Cause upon written notice to the other party.

  1. A) if the Subscriber fails to pay any delinquent amounts owed to Cyver within 10 days of written notice specifying the amount owed
  2. B) Immediately upon any breach of confidentiality obligations owed to either party by the other party
  3. C) If either party has committed a material breach of its obligations under any written Order, including but not limited to this Agreement, the Terms and Conditions, the Privacy Policy, etc., and failed to rectify or resolve such issue within 30 days of receiving written notice by the non-breaching party specifying in reasonable detail the nature of the breach, or if such a breach is not reasonably resolvable within 30 days, has failed to begin diligent measures in good faith to correct such a breach.

2.3 OBLIGATIONS ON TERMINATION

Cyver shall immediately terminate all access to its Services and Properties following Termination.

  1. A) The Subscriber shall pay all amounts owed to Cyver within the timelines stipulated under the contract. Termination of Services does not void the obligation of payment.
  2. B) Cyver will retain the Subscriber data on its servers for no less than 30 days following Termination to ensure the Subscriber can migrate data to their own servers. Cyver reserves the right to void these rights at any time, at its own discretion, with notice to the Subscriber depending on the nature of the breach of Order.
  3. C) The Subscriber acknowledges that Cyver is under no obligation to either maintain data or provide it to the Subscriber on request following account Termination.

2.4 BILLING AND PAYMENT

The Subscriber shall pay Cyver a Subscription fee in an amount agreed upon based on the Subscription Package, and for a Term of not less than one (1) year.

  1. A) The Subscription Fee for access to Cyver Services and Properties is paid on a monthly or yearly basis, for a full term of a minimum of 12 months. This Subscription Fee shall be paid on the Effective Date. The Subscription Fee for all subsequent Subscription Periods shall be paid to Cyver on the first date of each new Subscription Period, pursuant to subsection B. The Subscriber may purchase additional add-ons or upgrade the Subscription Package at any time. Subscription upgrades may constitute either one-time payments or be bound under the same terms as the initial Subscription Package.
  2. B) The Subscriber shall provide valid payment information such as credit card, bank account information authorized for automatic billing, or other acceptable method of payment and shall take all steps to authorize automatic payments of the Subscription Fee. By signing this Order, the Subscriber hereby authorizes Cyver to automatically charge said method of payment at each subsequent Subscription Period during the Term. The Subscriber agrees to pay this invoice in full within 30 days of receipt. If, for any reason, the payment should be denied or unpaid on the last day of the month received, the client will pay the Subscription Fee as well as an additional €50 late fee no later than fifteen (15) days after receiving written notice. 
  3. C) The Subscriber shall always maintain and keep their payment and contact data up to date. the Subscriber is fully liable for any fees, fines, or termination of service resulting from incorrect data.
  4. D) The Subscriber takes on full responsibility for any bank or transfer fees, currency conversion fees, or additional fees generated by their method of payment.
  5. e) The Subscriber may make additional in-app purchases inside the Cyver Portal. These purchases are incorporated into this Subscription Agreement and are bound under the same Terms and Payment Agreements as your Active Cyver Subscription. The first payment will be prorated to the duration of the remainder of the current Subscription Period and thereafter billed coterminously with the primary Subscription.

3. WARRANTY AND LIABILITY

  1. A) The Subscriber acknowledges that Cyver licenses its properties and services are provided “As-Is”, to the maximum extent provided by Applicable Law, without any representations or warranties of any kind. Cyver makes no claims that the properties, services, or information will meet the Subscriber’s needs, will be available on an uninterrupted, secure, or error-free basis, or will provide satisfaction. Furthermore, Cyver makes no warranty regarding the quality of programs, applications, or tooling provided either as part of the Platform or Services or through Third Parties. Cyver disclaims any representations or warranties that the Subscriber’s use of the Properties or Services will satisfy or ensure compliance with any legal obligations, laws, or regulations.
  2. B) Cyver will assume all reasonable precautions to ensure the availability, security, and quality of the Cyver Core Platform and Services provided by the Subscription Fee.
  3. C) The Subscriber acknowledges that Cyver bears no liability in any way for any provision, failure to provision, quality, lack of quality, service, lack of service, support, lack of support, or other incident resulting in damages.
  4. D) the Subscriber acknowledges that Cyver bears no liability in any way for any provision, failure to provision, quality or lack thereof including loss of profits, loss of data, loss of goodwill, service interruption, technical damage or failure, personal or bodily injury, or emotional distress arising out of or in connection with any Order including this Agreement, the Terms of Services, the use or inability to use the Services or Properties, or from any communications with Cyver or its representatives. The Subscriber acknowledges that no event will result in Cyver’s total aggregate liability arising out of or relating to the Subscriber’s usage of the properties or services.
  5. E) the Subscriber acknowledges and understands that the Subscriber is wholly liable for themselves, their actions, and any damages that might result thereof.
  6. F) Cyver’s liability for (i) gross negligence or willful misconduct, or (ii) breaches of section 4 (Confidentiality) or obligations related to data protection will not exceed the maximum coverage provided by Cyver’s liability insurance policy.

4. CONFIDENTIALITY

  1. A) Cyver acknowledges the Subscriber’s right to confidentiality regarding its clients, customers, tools, services, offerings, and rates. Cyver agrees to respect that confidentiality, taking every reasonable precaution to protect Personal and Business Data. See our Privacy Policy for more information.
  2. B) Cyver agrees to respect the Subscriber’s right to business confidentiality. Cyver will not communicate with, share, export, or initiate contact with the Subscriber’s customers or clients for the purpose of competition with the Subscriber. Cyver retains the right to contact the Subscriber’s customers or clients for special circumstances, when we have consent of the Subscriber. Cyver also retains the right to sell upgrades and Subscription packages for Cyver Core and application to the Subscriber’s clients and customers, on the condition that Cyver receives consent from the Subscriber to do so. In the case that the Subscriber leverages Cyver’s database or Support Center for its clients and customers, those clients and customers will by necessity be in contact with Cyver, in which case, support takes priority. Cyver will refrain from any and all business activities that directly compete with the Subscriber, leaving the Subscriber in full control of its own business environment.
  3. C) Cyver will not share, lease, redistribute, license, or otherwise disseminate the Personal or Business Data of the Subscriber.
  4. D) the Subscriber agrees to respect the confidentiality of Cyver’s software and intellectual property, and will take every reasonable step to prevent the copy, theft, duplication, reverse engineering, resale in whole or in part, or modification of Cyver’s Properties or Services by its employees, customers, or clients.
  5. E) In the unlikely event of a sale or merger, Cyver Core will attempt to protect the Subscriber’s confidentiality and transfer the full existing terms and conditions to the (new) owner. In addition, Cyver Core will notify the Subscriber at least 3 months in advance of change of ownership, giving the Subscriber ample time to cancel their contract and request full deletion of Data or to agree on new Terms with the new owner(s).

5. SUBSCRIBER INTELLECTUAL PROPERTY RIGHTS

  1. A) Any and all ownership, proprietary, or intellectual property rights, including but not limited to patent rights, copyrights, trademarks, and trade secrets, in and to any reports or other materials developed by the Subscriber, shall be and remain exclusively vested in the Subscriber and Cyver shall not have any right, title, or interest in or to any such reports or other materials.
  2. B) The execution of this Agreement does not involve the transfer of any intellectual property rights belonging to the Subscriber.
  3. C)As such, Cyver is not liable for the Ownership of Data the Subscriber processes through Cyver services. This remains the sole responsibility and liability of the Subscriber and all Data processed through Cyver by the Subscriber will be treated as the Property of the Subscriber.
  4. D) Cyver shall indemnify, defend and hold harmless Subscriber, its Affiliates and users against any third-party claims alleging that the Services infringes such third-party’s Intellectual Property Rights.

6. SUPPORT

  1. A) Cyver will make all reasonable efforts to provide technical support for the duration of the Subscription Term. Cyver assumes no responsibility or liability for service support for the Subscriber’s customers or clients.
  2. B) Cyver will strive for compliance with standards necessary for the Subscriber’s compliance with regulatory standards. Cyver is not obliged to offer this compliance but is obliged to fully disclose compliance status including revision of or loss of compliance certification. the Subscriber may request compliance status updates at any reasonable time, with reasonable reply periods, by contacting [email protected]

7. PROVISIONS

  1. A) This Agreement, along with other Orders including the Service Level Agreement, Terms of Service, and Privacy Policy constitute the entire understanding between Cyver and the Subscriber.
  2. B) This agreement may not be amended without the full consent and signature of both parties.
  3. C) Neither party may assign this agreement or any of their rights or obligations under this agreement without the other party’s written consent

8. NOTICE

  1. A) the Subscriber acknowledges that where possible, any dispute, claim, or controversy arising out of or relating to this Agreement or its breach, termination, enforcement, interpretation, or validity will be settled by binding arbitration, with the exception that each party retains the right to seek injunctive or equitable relief in the case of actual or threatened infringement, of a party’s intellectual property rights.
  2. B) Cyver and the Subscriber acknowledge and agree that this Agreement will be interpreted in accordance with the Laws of the Netherlands. Cyver and the Subscriber agree to submit to the personal jurisdiction of a court located in Noord Holland, The Netherlands for any actions which the parties retain the right to seek an injunction or equitable relief.
  3. C) Cyver and the Subscriber agree to submit any and all notices by registered mail to the party’s address specified for the purpose of this agreement, to be noted as received 5 days following the signature of receipt.
  4. D) Cyver and the Subscriber acknowledge and agree that if any part of this Agreement is declared to be unenforceable or invalid, the remainder will continue to be enforceable and valid. Furthermore, Cyver and the Subscriber agree that any clause declared to be unenforceable or invalid will be pursued to the fullest extent allowable by Applicable Law.
  5. E) Cyver and the Subscriber acknowledge and agree that any failure to enforce any part of this Agreement does not constitute a waiver of that party’s rights or their ability to pursue or enforce that part of the Agreement in the future.
  6. F) Cyver and the Subscriber acknowledge and agree that no party shall be liable for any failure or delay in the performance of this agreement for the delay that the period that such a delay or failure is i) beyond the reasonable control of the party, ii) materially affects the performance of any of its obligations under this Agreement, or iii) could not reasonably have been foreseen or provided against, but with the acknowledgement that they will not be excused from failures relating to economic conditions or general market effects.

By subscribing to Cyver services and properties, you agree to this order and the terms within.