Combined End User License Agreement (EULA) for Cloud and On-Premise Versions of the Cymph platform

Last updated: 22 October 2024

Introduction

This End User License Agreement ("EULA") is a legal agreement between you (“User”, "you") and Cymph OÜ (“Cymph”, "we", "us", or "our") governing your use of the Cymph software, either as a Cloud-based Service ("SaaS") or as an On-Premise Solution. By installing, accessing, or using the software in any form, you agree to be bound by the terms and conditions of this EULA.

1. Grant of License

  • Cloud Version (SaaS): Cymph grants you a limited, non-exclusive, non-transferable license to access and use the Cymph software via the cloud. The software is hosted on our servers, and access is granted as a subscription-based service.
  • On-Premise Version: Cymph grants you a term-based, non-exclusive, non-transferable license to install and use the Cymph software on your infrastructure. You are responsible for managing and maintaining the hardware and environment in which the software is installed.

2. Hosting, Access, and Availability

  • Cloud Version (SaaS):
    • Hosting: The software and data are hosted on Cymph servers, and we are responsible for maintaining the infrastructure.
    • Service Level Agreement (SLA): Please refer to the SLA documentation for your specific deployment, available at https://www.cymph.io/sla.
    • Automatic Updates: Cymph will automatically update the software with patches, new features, or security updates without requiring user intervention.
  • On-Premise Version:
    • Customer-Managed Infrastructure: You are responsible for the installation, maintenance, and security of the hardware and environment in which the software is deployed.
    • Service Level Agreement (SLA): Please refer to the SLA documentation for your specific deployment.
    • Manual Updates: Software updates are provided periodically, and it is your responsibility to install them. Failure to install updates may result in degraded performance or security vulnerabilities.

3. Data and Privacy

  • Cloud Version (SaaS):
    • Data Processing: We are the data processor for any personal data you store in the software. All data processing complies with applicable laws, including GDPR.
    • Data Security: Cymph employs industry-standard security measures to protect your data. However, we cannot guarantee absolute security due to the nature of internet-based services.
  • On-Premise Version:
    • Data Responsibility: You are fully responsible for data security, privacy, and compliance with applicable regulations. Cymph is not responsible for any data breaches or compliance issues arising from the use of the on-premise software.

4. Licensing and Fees

  • Cloud Version (SaaS):
    • Subscription-Based License: Access to the software is provided through a subscription model, billed periodically according to the frequency selected by the user at the time of subscription. Subscription fees are subject to change with prior notice.
    • Termination: If the subscription is not renewed, you may have limited access to the software, and data will be deleted or retained in accordance with our data retention policy.
  • On-Premise Version:
    • Term-based License: The license is granted for a specific period of time upon purchase. However, ongoing access to updates and support is subject to the payment of an annual maintenance fee.
    • License Transfer: You may not transfer or assign the license without Cymph's written consent.

5. Intellectual Property

The software, including its features, updates, and all associated content, remains the intellectual property of Cymph or its licensors. You may not copy, modify, distribute, or create derivative works from the software without prior written consent.

6. Intellectual Property and Licensing of Playbooks

  • Copyright of Imported Playbooks: Any playbooks that are imported from public sources, such as those provided by other third-party creators, remain the intellectual property of their respective creators. By making these playbooks available on our platform, we do not claim ownership of them, and all rights, including copyright, are retained by their original creators. Users are required to respect the copyright terms set forth by the originators of these playbooks.
  • Publicly Posted Playbooks: Playbooks that are posted or shared publicly on our platform by users may be subject to similar copyleft licensing terms, which allow others to freely use, modify, and distribute the playbooks, provided that any derivative works are also made available under the same terms. By posting a playbook as public, you agree to license it under such conditions, ensuring that future iterations or adaptations of the playbook remain open and accessible.

7. Restrictions on Use

You agree not to:

  • Reverse-engineer, decompile, disassemble, or exploit the software.
  • Use the software for illegal activities or purposes.
  • Resell, rent, lease, sublicense, or otherwise distribute the software to third parties without prior written consent from Cymph.
  • Share access to the software with unauthorised users or third parties.

8. Data Backup and Recovery

  • Cloud Version (SaaS):
    • Data Backup: Cymph performs regular backups of your data.
  • On-Premise Version:
    • Customer Backup: You are responsible for backing up all data stored on your infrastructure. Cymph is not responsible for any data loss resulting from third-party software issues or hardware failures on your premises.

9. Support and Maintenance

  • Cloud Version (SaaS): Cymph offers technical support for cloud users, including help with software issues and access to new features.
  • On-Premise Version: Support and maintenance are available with the purchase of an annual maintenance contract. Without this contract, you may not be entitled to software updates or support services.

10. Third-Party Hosting and Infrastructure

We utilise third-party cloud infrastructure providers to host and operate certain aspects of our services. While we carefully select and work with reputable providers that comply with industry-standard security practices, we do not own or control these third-party servers. As such, we cannot guarantee the availability, security, or performance of these external servers beyond our control. However, we make reasonable efforts to ensure our third-party providers maintain appropriate safeguards to protect your data.

By using our services, you acknowledge and agree that your data may be processed and stored by third-party providers located in various jurisdictions, and that these providers may be subject to local laws and regulations. We remain committed to maintaining the confidentiality and integrity of your data as outlined in our Privacy Policy.

11. Warranty Disclaimer

To the maximum extent permitted by law, Cymph provides the software "as is" without any warranties, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, or non-infringement. We do not warrant that the software will be free of defects or errors.

12. Limitation of Liability

To the maximum extent permitted by Estonian law, including the Estonian Law of Obligations Act, Cymph shall not be liable for any indirect, incidental, or consequential damages arising out of or in connection with your use of the software. In no event shall Cymph's total liability exceed the amount you paid for the software or service in the previous 12 months.

13. Termination

  • Cloud Version (SaaS): Cymph reserves the right to terminate your access to the service if you violate any terms of this EULA. Upon termination, your access to the services will cease, and any data associated with your account may be deleted or retained as required by law.
  • On-Premise Version: If you violate any terms of this EULA, Cymph may revoke your license, and you must immediately cease using the software and destroy all copies in your possession.

14. End-of-Life (EOL) Policy

Cymph reserves the right to determine the lifecycle of the software, including its End-of-Life (EOL) date. At the EOL, Cymph will cease providing updates, patches, and technical support for the software. You acknowledge that once the software reaches its EOL, you are solely responsible for any continued use, and Cymph bears no further responsibility for the functionality or security of the software. Cymph will provide reasonable notice to you of the EOL date through appropriate communication channels.

15. Governing Law

This EULA is governed by the laws of Estonia. Any disputes arising under this agreement shall be resolved in the Harju County Court or other relevant courts in Estonia.

16. Entire Agreement

This EULA constitutes the entire agreement between you and Cymph regarding the use of the software and supersedes any prior agreements or understandings, whether written or oral.

17. Contact Information

For any questions regarding this EULA, please contact us at: