End User License Agreement (EULA)

Please read this End User License Agreement (the "Terms") carefully before signing up for the products and using the tool Suite (as defined below). By accessing or using the solutions You (the "End User" or "You" or "Your") are accepting and agreeing to be bound by all the terms set forth herein, including those additional terms and conditions and policies referred to here and/or available by hyperlink. These terms are between You and Cyberdise AG  which shall include but not be limited to Cyberdise AG ("Cyberdise"). By using the platform, You acknowledge that You have reviewed and agreed to the Cyberdise Privacy Policy available on https://support.cyberdise-awareness.com/Privacy-Policy as updated from time to time. These terms form a legally binding contract between You and Cyberdise in relation to Your use of the platform, and may be updated by Cyberdise at any time at its sole discretion. If You do not agree to these terms and/or the terms of the Privacy Policy, do not access or use the Suite and its products in any manner whatsoever.

1. General. Cyberdise develops a cybersecurity testing and training solution that delivers skills-based attack exercises and training to organizations and educational institutions via its proprietary tools (the "Products"), with the aim of training users to develop skills against emerging cybersecurity threats (the "Suite ", "Products " are part of the “Suite ”, collectively, the "Suite "). You have purchased through Your organization or through one of Cyberdise's Ecosystem partners (the "Partner"), a limited right to access and use the Suite subject to the Terms, and now require access to the Suite. The Suite is provided to You on either Cyberdise’s proprietary software as a service basis (SaaS) platform or by the Partner and potentially its own infrastructure. Use of the Suite for any commercial purposes (including, without limiting the foregoing, for purposes of gathering information and/or using content published on the Suite) other than for Your own personal use, is absolutely prohibited. As the Suite is being continually evaluated and refreshed to ensure that You shall receive cybersecurity knowledge that remains relevant in an evolving cybersecurity landscape, Cyberdise may provide You with certain updates and upgrades to the Suite as they become generally commercially available. Cyberdise is not responsible for any information linked to from the Suite and/or which appears on websites or any other medium reachable through the Suite and/or for any information you relay to third parties linked to or which appears on the Suite .

2. Account. In order to access and use the Suite, You will also be required to open an account and subscribe with Cyberdise under a personal account designated to You; You must complete the subscription process by providing current, complete and accurate information as prompted by the applicable subscription form. You will be also required to choose a password and a username. You are entirely responsible for maintaining the confidentiality of Your password and account. You are entirely responsible for any and all activities that occur under your account. You agree to notify Cyberdise immediately of any unauthorized use of your account/s or any other breach of security. Cyberdise will not be liable for any loss that You may incur as a result of someone else using your password or account, either with or without your knowledge. You may not use anyone else's account at any time. You may not share or transfer your subscription. You agree not to provide your username and/or password information to any other party without Cyberdise's express written permission. You must keep your account information updated and accurate at all times, including a valid email and address. You may not transfer or sell your account and user ID on the Suite to any other party. Cyberdise does not allow multiple users (networked or otherwise) to access the Suite through a single account and may cancel or suspend Your access to the Suite if you do this or breach any of these Terms without further obligation to You. Cyberdise reserves the right, in Cyberdise's sole discretion, to cancel unconfirmed or inactive accounts, or such accounts whose relevant subscription period with the applicable Partner has expired.

3. Grant of Rights. Subject to the terms and conditions herein, including but not limited to the receipt by Cyberdise of the Fees (as defined below) from the Partner, Cyberdise hereby grants to You, and End User accepts, during the applicable subscription period, a limited, revocable, worldwide, non-exclusive, non-transferable, non-sublicensable, right to access the Suite, and use it for cyber educational purposes in accordance to the applicable subscription period, training schedule and program identified under the applicable Agreement (as defined below).

4. Partner Liability Disclaimer. Without derogating any other provision stipulated hereunder, You acknowledge that in the event You subscribe to the Suite as part of your engagement with a Partner, Cyberdise shall have no responsibility to actually deliver or otherwise provide You with access to the Suite and that any and all liability, rights or obligations other than those set out herein shall be solely and exclusively between You and the Partner. Cyberdise shall have no liability with regard to any terms other than those set out herein.

5. Fees. Any failure to make timely payment of the fees owed to Cyberdise by a Partner or your organization for access to the Suite, shall entitle Cyberdise to immediately terminate or suspend Your access to the Suite (either temporarily or indefinitely).

6. Relationship with Partner. In the event the Partner is no longer a Partner of Cyberdise, for any reason whatsoever, Cyberdise shall be entitled, at its sole discretion, to continue to provide You access to the Suite, provided that You pay Cyberdise directly or any third party so designated by Cyberdise the applicable Fees for the Suite in accordance with Cyberdise’s then applicable pricelist, commencing as of the date on which such Partner is no longer a Partner of Cyberdise. For the avoidance of doubt, Cyberdise shall not be liable or responsible for any claim, action, damage or loss incurred by the End User with respect to access to the Suite in the event that the Partner is no longer a Partner of Cyberdise.

7. Limitations. Other than the rights explicitly granted in these Terms, You shall have no other rights, express or implied, in or to the Suite. Without limiting the generality of the foregoing, You agree and undertake not to, and to not permit any third party to; (i) sell, lease or distribute the Suite, or any part thereof, or otherwise transfer any right to the Suite; (ii) reverse engineer, decompile, disassemble, or otherwise reduce to human-perceivable form the Suite’s source code and/or any third party software provided by Cyberdise; (iii) modify, revise, enhance, or alter the Suite; (iv) copy or allow copies of the Suite to be made; (v) place the Suite onto a server accessible for use by any third party; (vi) use the Suite on any device that You do not own or control, and You may not distribute or make the Suite available over a network where it could be used by multiple devices at the same time except as required for its proper use and operation; (vii) represent that You possess any proprietary interest in the Suite; (viii) use the Suite in any illegal manner or for unlawful purposes; (ix) incorporate into the Suite any malicious code; (x) use the Suite beyond the scope of the right granted to You under Section 3 of these Terms; or (xi) provide any other person, including any subcontractor, independent contractor, or service provider of the End User, with access to or use of the Suite.

8. Disclaimer.

8.1. The solution is provided to you on an "as is" basis, and Cyberdise disclaims any and all other warranties, whether express or implied, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose and any warranty of noninfringement of third parties rights or that it will be provided error-free, without interruption or that the solutions will meet your requirements or expectations; Cyberdise specifically disclaims any and all warranties and representations with respect to accuracy. No third party, distributor, reseller, agent, or employee is authorized to make any modifications, extensions, or additions to this warranty.

8.2. Under no circumstances will Cyberdise, its directors, officers, consultants, employees, shareholders or any other party on its behalf be liable for any damage, loss or expense (including physical injuries) which may be caused to you, anyone acting on your behalf, or to any third party in connection with the use of or reliance on the solution, as the case may be, including without limitation any damage, expense or loss caused as a result of your use of the solution.

8.3. Under no circumstances whatsoever will Cyberdise be liable in any way for any damage or liability arising from (i) any content (whether provided by Cyberdise or uploaded by you), including, without limitation, for any errors or omissions in any content, or for any infringement of third party's right, loss or damage of any kind incurred as a result of the use of the content and/or the solution; (ii) solution defects resulting from the use of third party products or software; or (iii) the unauthorized use of the solution or use of the solution in a manner inconsistent with these terms or the agreement.

9. Indemnity and Release. You shall indemnify, defend, and hold harmless Cyberdise, and its directors, officers, consultants and employees from and against all finally awarded costs, damages, losses and expenses, including reasonable attorneys’ fees and other legal expenses, due to a third-party claim; (i) arising from Your use of the Suite; or (ii) alleging that your Content infringes any right or interest of such third party. Without derogating the below, upon any dispute You have with one or more third parties (including but not limited to a Partner), you release Cyberdise (and its subsidiaries, and Cyberdise' and their respective officers, directors, employees and agents) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release, you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

10. Title & Ownership. Any and all intellectual property rights, including but not limited to materials, computer software (in object code and source code form), data or information employed by Cyberdise pursuant to these Terms, and any know-how, methodologies, equipment, or processes used by Cyberdise in connection with the Suite, including without limitation all patent, copyright, trademarks, content, trade secret and any other proprietary rights, are and shall remain the sole and exclusive property of Cyberdise and/or licensed by Cyberdise. These Terms and any Agreement do not convey to You an interest in or to the Suite, but only a limited right of use in accordance with the terms herein. Nothing in these Terms or any Agreement constitutes a waiver of Cyberdise's intellectual property rights under any law. In addition, without derogating from the foregoing, Cyberdise shall solely own any and all media, text, images, games, music, sounds, graphics, video, or other materials and content of any kind that is made available to You by the Suite .

11. Limitation of liability. In no event shall Cyberdise’s liability, under, arising out of, or relating to these terms, the agreement, the solutions or the solution (even if Cyberdise has been informed of the possibility of such damages), or for any claim by any other party, exceed the amounts paid by you or the partner, as applicable, to Cyberdise during the six (6) months preceding the date of the occurrence which gave rise to the claim. In no event will Cyberdise be liable for lost profits, loss of use, loss of content or data, cost of procurement of substitute goods or solutions, or any other special, incidental, indirect, or consequential damages, however caused, and on any theory of liability, whether for breach of contract, tort (including negligence and strict liability), or otherwise, whether or not Cyberdise has been advised of the possibility of such damages.

12. Term and Termination. Subject to these Terms, the Agreement, and the receipt by Cyberdise of the Fees, Cyberdise shall provide You access to the Suite for a limited subscription period continuing for the term specified in Your applicable Agreement with the Partner. Without prejudice to any other rights, these Terms and your right to use the Suite automatically terminates if You fail to comply with any provision of these Terms or if Your Agreement is terminated or expires, for any reason whatsoever.

13. Suite Updates and Support.

13.1. Cyberdise may, at its sole discretion from time to time, but has no obligation to do so, release Updates (as defined below) or new versions of the Suite. The Partner and the End User understands that it is their responsibility to regularly check for Updates and install them promptly. If the End User does not install at least 1 in every 5 Updates released by Cyberdise, Cyberdise may, at its sole discretion, choose to discontinue technical support and assistance for the Suite. Cyberdise will provide notice to the End User of such discontinuation of support at least 30 days in advance.

13.2. Nothing in these Terms entitles You to receive any support, maintenance, updates, upgrades, content, or new versions of the Suite. Cyberdise reserves the right to designate any Updates, additional content, or features as requiring a separate payment or purchase of a separate subscription at any time. Cyberdise specifically reserves the right to cease providing, updating, or maintaining the Suite at any time, in its sole discretion.

13.3. Cyberdise has no obligation to provide maintenance and support services, including Updates:

    13.3.1. for any but the most current or three immediately preceding versions or release of the Suite;

    13.3.2. if the End User is in breach under these Terms; or

    13.3.3. for any Suite that has been modified other than by or with the authorization of Cyberdise, or that is being used with any hardware, software, configuration, or operating system not expressly authorized by Cyberdise in writing.

13.4. For the purposes of these Terms, "Updates" means any updates, bug fixes, patches, or other error corrections to the Suite Cyberdise generally makes available to all licensees of the Suite.

14. Export Regulation. You acknowledge and agree that the Suite may be subject to export control laws and regulations in various countries, including but not limited to the United States, United Kingdom, and European Union, and that you will comply with all applicable laws and regulations. You agree not to export, re-export, or transfer the product or service to any prohibited country, person, or entity, or for any prohibited end-use, without obtaining the necessary licenses and approvals from the relevant authorities. You understand that failure to comply with applicable export control laws and regulations may result in civil and criminal penalties, including fines and imprisonment, and that Cyberdise may terminate the license if you violate these laws or regulations. You further acknowledge that the Suite may contain encryption technology, and that you are responsible for complying with any applicable encryption laws and regulations in your jurisdiction.

15. General. These Terms along with Cyberdise’s Privacy Policy constitute the entire agreement between the parties and may not be modified except by a written agreement signed by Cyberdise. If a court of competent jurisdiction finds any provision of these Terms to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of these Terms shall continue in full force and effect. You may not assign these Terms without Cyberdise’s prior written approval. Cyberdise shall be entitled to assign these Terms at its sole discretion. No waiver of any breach shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provision, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.

These Terms shall be governed by and construed in accordance with Swiss Law and their courts in Zurich or Zug. Sections 4, 5, 6, 8, 9, 10, 11, 12, 13, 14 and 15 shall survive termination of these Terms and Agreement.