End-user License Agreement
Last update: 23 December 2024
IMPORTANT – READ CAREFULLY BEFORE YOU USE THIS SOFTWARE: this End User License Agreement is a legal agreement between you (an End User) and Ceeyu. By checking the “I agree” checkbox, accessing, installing, downloading or otherwise using the Software, you agree to be bound by this End User License Agreement (hereinafter referred to as the “EULA”). If you do not agree to this EULA, then you are not allowed to use, download or otherwise access the Software and Ceeyu does not grant you a license to use the Software.
1 DEFINITIONS
The following definitions shall apply in this EULA regardless of whether they are used in their plural or singular form:
“Client Company” means a legal entity that grants you access to the Software and that has entered into a legal agreement with Ceeyu for the purchase of the Software.
“Documentation ” means the technical and functional product information that Ceeyu (at its sole discretion), generally makes available from time to time to the Client Company or the End Users.
“Domain” means a specific digital domain (including IP addresses and other encountered resources where applicable) of the Client Company or its End User, onboarded by the Client Company for the purpose of having its digital footprint, supplier risk management and/or security rating evaluated in accordance with this Agreement.
“End User” or “you” means the individual accessing and/or using the Software. For the avoidance of doubt, you can be either (i) a user directly via the Client Company, or (ii) a supplier of the Client Company.
“End User Data” means all data proprietary to or held by the End User or the Client Company which is inputted or uploaded by the End User when using the Software and as processed or stored by Ceeyu as a result of the End User using the Software.
“EULA” means this End User License Agreement, as may be amended from time to time by Ceeyu.
“Hosting Partner ” means Digital Ocean (or such other provider of hosting services Ceeyu might contract in the future, as will be notified to the Client Company from time to time).
“Intellectual Property Rights” means any and all now or hereafter existing (a) rights associated with works of authorship, including copyrights, copyrightable or mask work rights, neighboring rights and moral rights; (b) trademark or service mark rights; (c) trade secret rights; (d) patents, patent rights, rights to know-how and trade secrets, and industrial property rights; (e) layout design rights, design rights, topographic right (f) Internet domain names, (g) rights to software and computer software programs (including but not limited to source code and object code), rights to data, database sui generis right and documentation thereof; and other proprietary rights of every kind and nature other than trademarks, service marks, trade dress, and similar rights; whether registered or not and (h) all registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction throughout the world.
“Software” means the proprietary software as a service and related services, features, content, programs or applications, developed and owned by Ceeyu, namely the innovative workspace aggregator software solution developed by Ceeyu, which enables the mobile enterprise, consisting of a broker platform that gives users secure access to corporate IT resources such as company applications and data, and which is licensed by Ceeyu to the Client Company, including updates (but excluding upgrades). Although some of the Software components may work together with, rely on, or be relicensed as open source software components by Ceeyu, such open source software components are subject to their respective separate licenses as specified in the Documentation and shall not be deemed as part of the Software, provided that the Client Company shall agree to be bound by such separate licenses (if any) as are identified in the Documentation;
“Ceeyu” means Ceeyu BV, a company organized and existing under the laws of Belgium, with its registered offices at Rouaanse Kaai 1-3, Belgium, registered with the company number BE 0753.427.407.
“Third Party Technology” means any software, hardware or other technology owned and provided by entities other than Ceeyu but may be necessary or appropriate for the use of the Software.
“User Role” means one of the various roles assigned to the End Users by the Client Company. Each User Role may include different access rights and authorizations in the Software. Please contact your Client Company for more information about the specific access rights and authorizations granted to a specific User Role.
2 GENERAL & SCOPE
This EULA is applicable to your use of the Software and describes your rights and obligations with regard to the Software and the Documentation and any related services.
3 LICENSE GRANT
Ceeyu grants you a limited, personal, non-transferable, revocable, non-exclusive, worldwide, without the right to sublicense, license to access and use the Software and the Documentation, strictly in accordance with this EULA and any accompanying written Documentation. This license is granted to you solely for the purposes of facilitating your personal duties towards your Client Company and you may not use the Software for any other purposes.
4 USE OF THE SOFTWARE
4.1 End User obligations
While using the Software, you are obliged to:
- comply with this EULA and the relevant Documentation;
- comply with any applicable local, national or international regulations;
- use the Software only in accordance with the User Role that has been assigned to you;
4.2 End User restrictions
While using the Software, you may not (directly or indirectly):
- use the Software in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this EULA;
- act fraudulently or maliciously (for example, by hacking into the Software inserting malicious code, such as viruses or harmful data, into the Software or any operating system);
- violate privacy and data protection rights of other End Users or try to collect personal data of other End Users either manually or automatically by using a ‘robot’, ‘spider’, ‘crawler’, search or retrieval applications, or by using any other (automatic) tools, processes or methods to access the Software and any data or information;
- use the Software in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other End Users;
- impersonate as another person or entity;
- try to access an account from another person;
- distribute fake information via the Software;
- collect or harvest any information or data from the Software or our systems or attempt to decipher any transmissions to or from the servers running the Software.
5 OWNERSHIP OF THE SOFTWARE
All Intellectual Property Rights vested in the Software and the Documentation and any related services are the sole and exclusive property of Ceeyu (or its licensors) and are protected by the applicable copyrights and other applicable rights in accordance with local, national and international legislation.
Ceeyu does not grant you any other rights to the Software and the Documentation than granted pursuant to this EULA. The rights in the Software and the Documentation described in this EULA are licensed (not sold) to you and you shall not in any way acquire any title, rights of ownership, copyrights, Intellectual Property Rights or other proprietary rights of whatever nature in the Software or the Documentation.
Except as otherwise provided in this EULA, you shall not (directly or indirectly), without the written consent of Ceeyu:
- arrange or create derivative works based on the Software or the Documentation;
- assign, distribute, sub-license, transfer, sell, lease, rent out the Software or Documentation on behalf of any third party or make them available to any third party, nor allow or permit any third party to do any of the same;
- modify, copy, duplicate, reverse engineer, decompile, disassemble, record or otherwise reproduce the Software, the Documentation or any part of them, nor allow or permit any third party to do any of the same;
- extract or attempt to extract any source code, algorithms, methods, ideas, techniques, workflows or hierarchies from or embodied in the Software or any portion thereof
- remove or alter any copyright or other proprietary notice on the Software or Documentation.
6 PROVISIONS RELEVANT IF YOU ARE A SUPPLIER OF THE COMPANY
6.1 General provisions
Ceeyu shall allow you to access the Software in accordance with this EULA for the following purposes:
- completion of a self-assessments initiated by the Client Company;
- access to the digital footprint map, resulting from the periodic (by default monthly) attack surface scan, starting from your primary Domain;
- view of conclusions of your security assessment performed by Ceeyu (security rating). Access to the details is reserved to paid subscription tiers.
The Software shall send you a registration request to access the software at the (e-mail) address of the contact provided by the Client Company which onboarded you. In order to obtain access to the Software, your contact must configure a strong password.
The access to the Software is provided free of charge to you.
If you experience technical difficulties to access the Software (including if you forget your password), you must contact Ceeyu at [email protected]. In case of repetitive or unreasonable (in Ceeyu’s sole opinion) requests for technical assistance made by you, Ceeyu reserves the right to charge you for this assistance in accordance with Ceeyu’s then current rates.
When you enter information or data into the Software (including when completing the self-assessment), you warrant that the information and data entered is accurate and complete. You assume sole liability for the completeness, accuracy and adequacy of the information entered in the Software by any person accessing the platform under its account.
You accept that Ceeyu periodically performs an automated non-intrusive security scan starting from its primary Domain.
You accept that the data resulting from the periodic automated scans from your primary Domain can be accessed by the Client Company, however, only through the Client Company’s account on the Ceeyu platform.
6.2 Calculation of the security rating
At any time and upon its sole discretion, Ceeyu may modify the algorithm for calculation of the security ratings and interpretation of self-assessment forms. This modification may be based on:
- Data collected by CEEYU during the term proceeding the modification;
- Developments in ICT security, such as the development of new technologies, evolution of systems, knowledge, etc., that might influence security scores or that allow to take account of additional (types of) data;
- In-house knowledge and expertise.
The fact that changes will be made to the algorithm and the likewise effects thereof on certain crucial functionalities, will be announced directly to the Client Company at least three (3) months in advance. During such term, Client Company will have the opportunity to communicate to CEEYU any questions or issues that may arise in relation hereto. Ceeyu has no obligation to communicate this directly to the End User. The Client Company, however, may choose to forward the communication to the End User and to involve the End User in formulating questions.
7 SUPPORT AND AVAILABILITY
7.1 Support
For support related matters, you should in first instance contact your Client Company (or the person assigned by your Client Company). However, if you encounter problems when using the Software Ceeyu shall provide the support services on a best effort-basis via an online ticketing system.
7.2 Availability
Ceeyu will make commercially reasonable efforts to ensure a continued availability of the Software. However, we do not guarantee that the Software shall be accessible or available at any time, any place or on any End User device. The Software may for example not be available during periods of maintenance carried out by Ceeyu or its hosting provider (which can be either planned or unplanned). If feasible, maintenance by Ceeyu shall be carried out outside of regular business hours and Ceeyu shall inform you as soon as reasonably possible of any such maintenance.
Ceeyu and the Hosting Provider reserve the right to conduct any unplanned maintenance at any time if necessary for security reasons or other reasons requiring immediate maintenance. Ceeyu or the Hosting Partner will not be held liable for any damages resulting from such unavailability of the Software. Ceeyu shall inform the Client Company of the unplanned maintenance as soon as possible and the Client Company shall be able to monitor the status of the Software via [URL] (or such successor URL as may be notified by Ceeyu from time to time).
8 MODIFICATIONS
Ceeyu reserves the right to modify or update the Software and the Documentation from time to time to improve performance, enhance functionality, reflect changes to the operating system or address security issues.
9 USAGE CONTROL
Ceeyu has the right to verify the End User’s usage of the Software, including by keeping logs containing data concerning the Users’ use of the Software, including access, volume usage and account usage. These logs are kept for invoicing, service monitoring and improvement as well as security purposes. The End User agrees that these logs can be used as evidence to demonstrate compliance or breach of this EULA or any agreement between Ceeyu and the Client Company and all rights and obligations thereunder. The logs shall be construed as evidence unless proof to the contrary.
10 THIRD PARTY TECHNOLOGY AND HOSTING
10.1 End User’s Third Party Technology
The End User acknowledges that in order to use the Software, it may need appropriate hardware, networks, operating systems, data transmittal lines with appropriate communication applications or environments.
The End User acknowledges that, if applicable now or in the future, in order to use the Software, it may need to obtain, at its own expense, the right to use any software owned by third parties.
For the avoidance of doubt, any Third Party Technology purchased by the End User or otherwise included in the Software shall exclusively be governed by the service offering of the applicable Third Party Technology.
10.2 Ceeyu’s or the Client Company’s Third Party Technology
Third Party Technology, whether provided by Ceeyu or involved by the Client Company, are subject to the delivery conditions, guarantees, maintenance conditions and any other contractual terms ("Third Party Warranties") of the supplier concerned ("Third Party Supplier"). The End User explicitly accepts the applicability of the specific conditions for Third Party Technology. The End User shall, where possible, address any claims exclusively to the Third Party Supplier in view of obtaining the repair of any visible and/or hidden defects in the Third Party Technology in accordance with such Third Party Warranties.
The End User acknowledges and agrees that, to the extent permitted by applicable law, Ceeyu does not accept obligations, nor provide any warranties, with respect to the Third Party Technology in addition to the Third Party Warranties.
10.3 Hosting
The Software will be hosted in the datacenters of Ceeyu’s Hosting Partner and such hosting is subject to the applicable service offering of the Hosting Partner. The hosting services shall be subject to the applicable terms and conditions of the Hosting Partner as available on https://www.digitalocean.com/legal and as may be changed by the Hosting Partner from time to time.
11 WARRANTIES
The Software, the Documentation and any related services are made available to you “as is”. Ceeyu disclaims all warranties of any kind, either express or implied, including but not limited to implied warranties of accuracy or completeness of data, merchantability and fitness for a particular purpose, or non-infringement with respect to the Software and the accompanying Documentation.
12 LIMITATION OF LIABILITY
Ceeyu cannot guarantee that the results of its automated scans performed on the Client Company and its End Users are correct. Anomalies may be reported to [email protected], but Ceeyu cannot guarantee that it will be able to address them.
Ceeyu is not responsible for the quality nor the accuracy of data shared by End Users to the Client Company using the platform through, for example, but not limited to, self-assessments.
Ceeyu’s obligations are obligations of means. Ceeyu shall use reasonable care in the provision of the Software to the End User.
Subject to the maximum extent permitted under applicable law and the below paragraphs, Ceeyu shall only be liable towards the End User for direct damages caused by Ceeyu that were foreseeable and Ceeyu’s maximum liability shall not exceed the amount actually paid out by Ceeyu’s insurer for the damage causing event related to the usage of the Software or the Documentation.
Subject to the maximum extent permitted by law, Ceeyu shall not be liable to you for any indirect, punitive, special, consequential, or similar damage (including damages for loss of profit, lost revenue, loss of business, loss of corruption of data, loss of goodwill, and reputational damage, (potential) investments and costs of restoring data) arising or incurred due to the usage of the Software or the Documentation. Ceeyu is not responsible for any actions taken or decisions made based on the information provided on the Software. End Users should always exercise their own judgement and are encouraged to verify the provided information and seek professional advice when appropriate . Users should never fully rely on the information generated in the Software.
In any case, Ceeyu shall not be liable for damages caused by you, your Client Company or any third parties (including third party service providers and providers of Third Party Technology).
13 PRIVACY AND DATA PROTECTION
During your use of the Software Ceeyu collects and processes your personal data as a data processor on behalf of your Client Company (as data controller) in accordance with the instructions, the legal basis and the purposes as determined by your Client Company (including to enable Ceeyu to perform its contractual obligations under the agreement concluded with your Client Company).
Please contact your Client Company (being the data controller) if you wish to receive more information about the legal basis and the purposes of the processing of your personal data.
To learn more about our use of personal data and how Ceeyu protects your personal data, please read our privacy policy.
14 CHANGES TO THIS EULA
Ceeyu reserves the right to change this EULA from time to time (e.g. to reflect changes in applicable law, best practices or to deal with additional feature(s) which we may introduce).
Any change will be notified to you by e-mail or advised to you on your next usage of the Software, thirty (30) days prior to entering into force, unless that change is needed to comply with relevant law (in which case, the change may be enforced immediately). The date of the most recent version is shown on the first page of this EULA. Please review this EULA periodically to stay informed of changes that may affect you.
By accessing or otherwise using the Software after the EULA has been changed in accordance with this clause, you agree to be bound by the amended EULA. If you do not agree with any of the amended provisions, you will have no right to access and use the Software.
15 TERM & TERMINATION
This EULA shall apply for as long as you remain an End User.
If you do not comply with this EULA, Ceeyu reserves the right to immediately terminate (or alternatively, at Ceeyu’s discretion, refuse or suspend) your access to the Software, without any formalities being required and without prejudice to any other right Ceeyu may have under applicable law.
In following circumstances your access to the Software may be refused:
- if you discontinue to work for that Client Company (for whatever reason);
- if that particular Client Company has terminated your User Role;
- if the agreement between Ceeyu and that particular Client Company terminates or expires.
The provisions of this EULA that are expressly or implicitly intended to survive termination, shall survive expiration or termination of your access and use of the Software, including without limitation, the provisions relating to Intellectual Property Rights and limitation of liability.
Ceeyu is not required to provide you with copies of End User Data nor continue to maintain copies of such End User Data on the Software. Ceeyu will not retain End User Data beyond a term of thirty (30) days after termination of the access to the Software.
16 MISCELLANEOUS
Ceeyu is not responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by force majeure or events outside of its control. In such case Ceeyu will inform you as soon as possible and shall undertake such steps to minimize the effects of force majeure or events outside of its control.
Without written approval of Ceeyu, you may not transfer your rights or your obligations under this EULA to another person. Ceeyu may assign, transfer and/or subcontract the rights and obligations under this EULA to its affiliates.
If any provision of this EULA is held to be unenforceable (in whole or in part), the other provisions shall nevertheless continue in full force and effect. The provisions found to be unenforceable shall be enforceable to the full extent permitted by applicable law.
This EULA may be waived only by a written document signed by the party entitled to the benefits of one or more provisions of this EULA. No such waiver or consent shall be deemed to be or shall constitute a waiver or consent with respect to any other terms or conditions, whether or not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given and shall not constitute a continuing waiver or consent.
17 CHOICE OF LAW AND FORUM
This EULA shall be governed by and construed in accordance with the laws of Belgium and the Parties hereto submit to the exclusive jurisdiction of the courts of Antwerp (Antwerp division), Belgium.
Before initiating proceedings before the competent courts, you shall exercise reasonable good faith efforts to amicably settle any disputes that might arise during the execution of this EULA.