- We want to take good care of you.
Last modified: August 29, 2019
In plain English
The Cyclopt App analyzes source code that you, as the user, submit to us by pointing the Cyclopt App at yourGitHub repository. By doing so, you enter into an agreement with the Cyclopt PC, the company that designedand operates the Cyclopt App.
Code is used for analysis only.To analyze your source code and issues, we need to copy it from GitHub. By using the CycloptApp, you give us permission to do so. You only give us permission to make onecopy for every run or re-run of our analysis, just to analyze it and nothingelse. If someone tells you that we become the owner of your source code or repository, orthat you’re giving us permission to do whatever we want with your code, thatsomeone is mistaken.
Speaking of permission: by submitting your source code and repository data to the Cyclopt App, you guarantee that you have the right do so.If we get into trouble because you do not have permission to submit your source code and repository data, we’ll pass the bill to you.
Code is kept only until the analysis is done.We are not a backup service. In fact, we keep the source code and repository data we copied from yourGitHub repository only until the analysis is done. After that, we delete our copy(we only keep the names of your files). All code snippets and info that you can view inthe Cyclopt App user interface are downloaded from GitHub only at the moment yourequest them. We don’t keep those, either. So please keep a copy of the datayourself, because we don’t.
Analysis results may be used to study trends.We do keep analysis results, so you may log in later to review the results of the last analysisyou ran on a particular GitHub repository. We also provide you with badges to show the Cyclopt ratingon other websites. We’re keeping such results until you ask us to delete them. You agree that this data is ours.If you want to share the results of an analysis with anyone, that’s fine, as long as you don’t change them.We may keep anonymized, aggregated analysis results to study trends in source code quality and analytics indefinitely, andyou do not have the right to review these anonymized, aggregated results.
Personal data is kept to stay in touch, not shared with others. We keep limited personal data about you, because we need to be able to contact you from timeto time. We keep your personal data only to enable us to comply with our obligationstowards you. We will not share your personal data or your analysis resultswith anyone. We do use third party Data Processors that provide us withthe infrastructure to operate Cyclopt. We have Data Processing Agreementswith those third parties. This ensures that they do not share your personaldata either (provided they manage to bypass our encryption in the first place).In case you are a company: the fact that you are using the Cyclopt Appis not confidential: we can use your name, and you can use ours.
Fair play.While we do our utmost best to provide correct analysis results to you 24 hours per day,7 days per week and all days of the year, and to ensure that only you can view your ownanalysis results, our liability to you is limited to the amount you paid to us in the 12-monthperiod preceding the event for which we are liable towards you. We expect you to use our service fairly.If we detect abuse, we may revoke access to the Cyclopt App immediately.
Below are our official terms of service in what we call “contract language”. They should say the same as the above,but in more precise language. If there’s nevertheless a difference in interpretation, the official terms below have precedenceover the explanation in plain English above.
The binding version of our Terms of Service - the Agreement
This Cyclopt App Terms of Service text (the “ToS”) contains the terms and conditions applicable to theprovision respectively use of the Service (as defined hereinafter). If and when accepted by Customer (as defined hereinafter),the ToS constitutes an agreement (the “Agreement”) made and entered into by and between Cyclopt P.C., a private companyincorporated under Greek law, with offices at Egnatias 154, 54636, Thessaloniki, Greece, and registered at the GeneralElectronic Commercial Registry under number 144335006000 (“Cyclopt PC”) and the entity agreeing to these terms(“Customer”). Hereinafter we further refer to the term “Agreement”.
This Agreement is effective as of the date Customer clicks to accept the Agreement (the “Effective Date”). If you are acceptingon behalf of Customer, you represent and warrant that: (i) you have full legal authority to bind Customer to this Agreement;(ii) you have read and understand the terms of this Agreement; and (iii) you agree, on behalf of Customer, to this Agreement.If you do not have the legal authority to bind Customer, please do not click to accept. This Agreement governs Customer’saccess to and use of the Service.
1. Provision of the Service.
1.1. Service Use and License. Subject to the other provisions of this Agreement, Customer is herewith granted, and Customerherewith accepts, for the Term of this Agreement, a limited, revocable, non-exclusive, non-sub licensable, non-transferable,non-assignable and worldwide license to access and use the Service for its own internal use and benefit. Customer may notsublicense, assign or transfer these rights except as permitted under Section 16.2 of this Agreement. Cyclopt reserves allrights not specifically granted to Customer under this Agreement.
1.2. Facilities. All facilities used to store and process Customer Data will adhere to reasonable security standards no lessprotective than the security standards at facilities where Cyclopt processes and stores its own information of a similar type.Cyclopt has implemented at least industry standard systems and procedures with the objective to (i) ensure the security andconfidentiality of Customer Data, (ii) protect against anticipated threats or hazards to the security or integrity of CustomerData, and (iii) protect against unauthorized access to or use of Customer Data.
1.3. Data Location. Cyclopt may process and store the Customer Data anywhere Cyclopt or its agents maintain facilities, as longas the storage location adheres to General Data Protection Regulation requirements. By using the Service, Customer consents tothis processing and storage of Customer Data.
1.4. Accounts. Customer must have an account at a third-party service (specifically, GitHub.com) to use the Service, and isresponsible for the information it provides to create the Account and its passwords for the Account, and for any use of itsAccount. If Customer becomes aware of any unauthorized use of its password, its Account, Customer will notify Cyclopt aspromptly as possible. Customer is responsible for all activities that occur under its Account, regardless of whether theactivities are undertaken by Customer, Customer’s employees or a third party (including Customer’s contractors or agents) and,except to the extent caused by Cyclopt’s breach of this Agreement, Cyclopt and Cyclopt’s Affiliates are not responsible forunauthorized access to Customer’s account.
1.5. New Features and Service. Cyclopt may: (i) make new features or functionality available from time to time through theService and (ii) add new services to the “Service” definition from time to time, the use of which may be contingentupon Customer’s agreement to additional terms.
1.6. Modifications.
a. To the Service. We may change, discontinue, or deprecate any part of the Service (including the Service as a whole) orchange or remove features or functionality of the Service from time to time. If Cyclopt makes a material change to the Service,Cyclopt will inform Customer, provided that Customer has subscribed with Cyclopt to be informed about such change.
b. To the ToS. Cyclopt may make changes to these ToS, including pricing (and any linked documents) from time to time. Unlessotherwise noted by Cyclopt, material changes to these ToS will become effective 30 days after they are posted, except if thechanges apply to new functionality in which case they will be effective immediately. If Customer does not agree to the revisedToS, please stop using the Service. Cyclopt will post any modification to these ToS to the Terms URL.
c. To the Privacy and Security Terms. Cyclopt may only change the privacy and security terms where such change is required tocomply with applicable law, applicable regulation, court order, or guidance issued by a governmental regulator or agency, wheresuch change is expressly permitted by the Privacy and Security Terms, or where such change: (i) is commercially reasonable; (ii)does not result in a degradation of the overall security of the Service; (iii) does not expand the scope of or remove anyrestrictions on Cyclopt’s processing of Customer Personal Data, as described in Section 5.2 (Scope of Processing) of thePrivacy and Security Terms; and (iv) does not otherwise have a material adverse impact on Customer’s rights under the Privacyand Security Terms. If Cyclopt makes a material change to the Privacy and Security Terms in accordance with this Section 1.6c,Cyclopt will post the modification to the URL containing those terms.
1.7. Service Level. Cyclopt shall use commercially reasonable efforts to perform and provide the Services with due care. TheServices provided or performed shall be of a good and workmanlike manner, consistent with generally accepted industry standardsfor the performance of services of a similar nature. Cyclopt warrants that the Software will perform substantially inaccordance with the specifications in the Agreement. Cyclopt shall maintain the software underlying the Service on a regularbasis. Subject to Section 6.2, Cyclopt may provide help desk support in relation to the Services.
1.8. Privacy and Security Terms. The Privacy and Security Terms shall be applicable and in so far as necessary are incorporatedherein by reference.
2. Payment Terms.
2.1. Free Quota. Certain parts of the Service are provided to Customer without charge up to the Fee Threshold. Customer is notallowed to use the Cyclopt App under the Fee Threshold to directly generate revenue, including but not limited to using Cycloptunder the Fee Threshold as part of delivering software development training for paying trainees.
2.2. Billing. Cyclopt or any of its wholly-owned subsidiaries will issue an electronic invoice to Customer for usage of the CycloptApp above the Fee Threshold. Cyclopt has no obligation to provide multiple invoices. Customer is responsible for payment inadvance of 12 times the monthly fee in the currency set forth in the invoice and in accordance with the payment term stated inthe invoice. In the case of Termination in conformance with Section 9 of these ToS, Cyclopt will restitute the fees for monthsnot consumed, in the same currency and to the same account as used for the invoice payment.
2.3. Taxes. Customer is responsible for any Taxes, and Customer will pay Cyclopt for the Service without any reduction forTaxes. If Cyclopt is obligated to collect or pay Taxes, the Taxes will be invoiced to Customer, unless Customer providesCyclopt with a timely and valid tax exemption certificate authorized by the appropriate taxing authority. If Customer isrequired by law to withhold any Taxes from its payments to Cyclopt, Customer must provide Cyclopt with an official tax receiptor other appropriate documentation to support such withholding.
2.4. Invoice Disputes & Refunds. To the fullest extent permitted by law, Customer waives all claims relating to Fees unlessclaimed within sixty days after charged (this does not affect any Customer rights with its credit card issuer). Refunds (if any)are at the discretion of Cyclopt. Nothing in this Agreement obligates Cyclopt to extend credit to any party.
2.5. Delinquent Payments. Late payments may bear interest at the rate of 1.5% per month (or the highest rate permitted by law,if less). Cyclopt reserves the right to suspend Customer’s Account, for any late payments. In addition to the foregoing,Cyclopt may engage a collection agency, in which case Customer shall be due all judicial and extrajudicial costs in full,including but not limited to all costs charged by (external) experts and/or mediators in addition to the costs determined atlaw related to collection of this claim or of enforcement otherwise, the amount of which is a minimum of 15% of the totalamount due.
3. Customer Obligations.
3.1. Compliance. Customer is solely responsible for its use of the Service and its Customer Data and for making sure its use ofthe Service and Customer Data comply with the provisions of Article 3.3 of this Agreement. Cyclopt reserves the right to reviewthe Customer Data for compliance with the provisions of this Agreement. Cyclopt reserves the right, but does not assume theobligation, at any time during the time of this Agreement and one year thereafter, to investigate any (suspected) violation byor under control of Customer of this Agreement or misuse of the Services.
3.2. Privacy. Customer will obtain and maintain any required consents necessary to permit the processing of Customer Data underthis Agreement.
3.3. Restrictions. Customer will not, and will not allow third parties under its control to: (a) copy, modify, alter, tamperwith, create a derivative work of, reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any orall of the source code of the Service (subject to Section 3.4 below and except to the extent such restriction is expresslyprohibited by applicable law); (b) use the Service for the operation of nuclear facilities, air traffic control, or lifesupport systems, where the use or failure of the Service could lead to death, personal injury, or environmental damage. ; (c)sublicense, resell, or distribute any or all of the Service; (d) create multiple Accounts or Repositories to simulate or act asa single Account or Repository (respectively) or otherwise access the Service in a manner intended to avoid incurring Fees; (e)use the Service to operate or enable any telecommunications service or in connection with any Application that allows Customeror a third party to place calls or to receive calls from any public switched telephone network; (f) process or store anyCustomer Data that is subject to the International Traffic in Arms Regulations maintained by the Department of State of theUnited States of America; (g) use the Service to violate, or encourage the violation of, the legal rights of others; (h) usethe Service to engage in, promote or encourage illegal activity; (i) to use the Service for any unlawful, invasive, infringing,defamatory or fraudulent purpose (for example, this may include phishing, creating a pyramid scheme or mirroring a website);(j)to use the Services to intentionally distribute viruses, worms, Trojan horses, corrupted files, hoaxes, or other items of adestructive or deceptive nature; (k) interfere with the use of the Service, or the equipment used to provide the Service, bycustomers, authorized resellers, or other authorized users; (l) disable, interfere with or circumvent any aspect of the Service;to generate, distribute, publish or facilitate unsolicited mass email, promotions, advertisings or other solicitations (“spam”(m) use the Service, or any interfaces provided with the Service, to access any other Cyclopt product or service in a mannerthat violates the terms of service of such other Cyclopt product or service, or (n) analyze a public GitHub repository that isremoved from GitHub within fourteen days after analysis by the Cyclopt App. Unless otherwise specified in writing by Cyclopt,Cyclopt does not intend uses of the Service to create obligations under HIPAA, and makes no representations that the Servicesatisfies HIPAA requirements. If Customer is (or becomes) a Covered Entity or Business Associate, as defined in HIPAA, Customerwill not use the Service for any purpose or in any manner involving Protected Health Information (as defined in HIPAA) unlessCustomer has received prior written consent to such use from Cyclopt.
3.4. Third Party Components. Third party components (which may include open source software) of the Service may be subject toseparate license agreements. To the limited extent a third party license expressly supersedes this Agreement, that third partylicense governs Customer’s use of that third party component. At request of Customer, Cyclopt will provide to Customer suchthird party license terms.
3.5. Documentation. Cyclopt may provide Documentation for Customer’s use of the Service. The Documentation may specifyrestrictions on how the Service may be used and Customer will comply with any such restrictions specified.
3.6. DMCA Policy. Cyclopt cannot determine whether something is being used legally or not without the input of copyrightholders. Cyclopt responds to notices of alleged copyright infringement and terminates accounts of repeat infringers accordingto the process set out in the U.S. Digital Millennium Copyright Act. If Customer thinks somebody is violating Customer’scopyrights and wants to notify Cyclopt, submit a notice to support@cyclopt.com. Please note that Customer will be liable fordamages (including costs and attorneys’ fees) if Customer materially misrepresent that a product or activity is infringingCustomer’s copyrights. The provider of affected content may make a counter notification pursuant to sections 512(g)(2) and(3) of the Digital Millennium Copyright Act. When Cyclopt receives a counter notification, Cyclopt may reinstate the materialin question.
4. Suspension and Removals.
4.1. Suspension/Removals. If Customer becomes aware that any Repository or Customer Data violates the provisions of Article 3.3of this Agreement, Customer will immediately remove the relevant Customer Data (as applicable). If Customer fails to suspend orremove as noted in the prior sentence, Cyclopt may specifically request that Customer do so. If Customer fails to comply withCyclopt’s request to do so within twenty-four hours, then Cyclopt may disable analysis of the Repository, and/or disable theAccount (as may be applicable) until such violation is corrected. Notwithstanding the foregoing, as set forth in Section 2.5,Cyclopt reserves the right to suspend Customer’s Account, for any late payments.
4.2. Emergency Security Issues. Despite the foregoing, if there is an Emergency Security Issue, then Cyclopt may automaticallysuspend the offending Repository and/or Account. Suspension will be to the minimum extent required, and of the minimum duration,to prevent or resolve the Emergency Security Issue. If Cyclopt suspends a Repository or the Account, for any reason, withoutprior notice to Customer, at Customer’s request, Cyclopt will provide Customer the reason for the suspension as soon as isreasonably possible.
4.3. Effect of Suspension. If Cyclopt suspends Customer’s right to access or use any portion or all of the Service: (a)Customer remains responsible for all fees and charges Customer has incurred through the date of suspension; (b) Customerremains responsible for any applicable fees and charges for any Service to which Customer continues to have access, as well asapplicable data storage fees and charges, and fees and charges for in-process tasks completed after the date of suspension; (c)Customer will not be entitled to any credits for any period of suspension; and (d) Cyclopt will not erase any of Customer Dataas a result of the suspension, except as specified elsewhere in this Agreement. Cyclopt’s right to suspend Customer’s right toaccess or use the Service is in addition to Cyclopt’s right to terminate this Agreement pursuant to Section 9.2.
5. Intellectual Property Rights; Use of Customer Data; Feedback.
5.1. Intellectual Property Rights. Except as expressly set forth in this Agreement, this Agreement does not grant either Partyany rights, implied or otherwise, to the other’s content or any of the other’s intellectual property. As between the Parties,Customer owns all Intellectual Property Rights in Customer Data and the contents of a Repository (if applicable), and Cycloptowns all Intellectual Property Rights in the Service, in any design and structure of reports generated under the Service and inthe related software used by Cyclopt to provide the Service, unless in the latter case a third party is the owner of suchsoftware, in which case Cyclopt is licensed by such third party to use such software.
5.2. Use of Customer Data. Customer hereby grants to Cyclopt a non-exclusive license to copy, reproduce, store, distribute,publish, export, adapt, edit and translate the Customer Data to the extent reasonably required for the performance of Cyclopt’sobligations and the exercise of Cyclopt’s rights under this Agreement. Notwithstanding the foregoing, Cyclopt will not access,copy or use Customer Data, except as necessary to provide the Service to Customer, and except to acquire aggregated, anonymizedsoftware quality data. Customer warrants to Cyclopt that the Customer Data will not infringe the Intellectual Property Rightsor other legal rights of any third party.
5.3. Customer Feedback. If Customer provides Cyclopt Feedback about the Service, then Cyclopt may use that information withoutobligation to Customer, and Customer hereby for now and for then irrevocably assigns to Cyclopt all right, title, and interestin that Feedback.
6. Technical Support Service.
6.1. By Customer. Customer is responsible for technical support of the software embodied by the contents of any Repository ofthe Customer.
6.2. By Cyclopt. Subject to payment of applicable support Fees, Cyclopt will, during the Term, either provide best-efforttechnical support to Customer, or, in accordance with the service levels separately and explicitly agreed between the Parties.
7. Deprecation of Service
7.1. Discontinuance of Service. Subject to Section 7.2, Cyclopt may discontinue the Service or any portion or feature for anyreason at any time without liability to Customer.
7.2. Deprecation Policy. Cyclopt will announce if it intends to discontinue or make backwards incompatible changes to theService specified at the URL in the next sentence. Cyclopt will use commercially reasonable efforts to continue to operatethose Service versions and features identified at https://platform.cyclopt.com/deprecation without these changes for at least oneyear after that announcement, unless (as Cyclopt determines in its reasonable good faith judgment): (i) required by law orthird party relationship (including if there is a change in applicable law or relationship), or (ii) doing so could create asecurity risk or substantial economic or material technical burden. The above policy is the “Deprecation Policy”.
8. Confidential Information.
8.1. Obligations. The recipient will not disclose the Confidential Information, except to Affiliates, employees, agents orprofessional advisors who need to know it and who have agreed in writing (or in the case of professional advisors are otherwisebound) to keep it confidential. The recipient will ensure that those people and entities use the received ConfidentialInformation only to exercise rights and fulfill obligations under this Agreement, while using the same care as it uses toprotect its own Confidential Information but at least reasonable care, to keep it confidential. The discloser shall be deemedto be the owner of all Confidential Information disclosed by it hereunder and recipient does not acquire any IntellectualProperty Rights under this Agreement except the limited license necessary to use the Confidential Information for the provisionrespectively use of the Service. The Confidential Information disclosed under this Agreement is delivered “as is”, and allrepresentations or warranties are hereby disclaimed, provided however, that the discloser shall not disclose ConfidentialInformation that discloser knows or reasonably should know to be incorrect.
8.2. Required Disclosure. Notwithstanding any provision to the contrary in this Agreement, the recipient may also discloseConfidential Information to the extent required by applicable Legal Process; provided that the recipient uses commerciallyreasonable efforts to: (i) promptly notify the other Party of such disclosure before disclosing; and (ii) comply with the otherParty’s reasonable requests regarding its efforts to oppose the disclosure. Notwithstanding the foregoing, subsections (i) and(ii) above will not apply if the recipient determines that complying with (i) and (ii) could: (a) result in a violation ofLegal Process; (b) obstruct a governmental investigation; and/or (c) lead to death or serious physical harm to an individual.As between the Parties, Customer is responsible for responding to all third party requests concerning its use and Customer EndUsers’ use of the Service.
9. Term and Termination.
9.1. Agreement Term. The “Term” of the Agreement will begin on the Effective Date and continue until the Agreement isterminated as set forth in this Section 9.
9.2. Termination for Breach. Either Party may terminate the Agreement for breach if: (i) the other Party is in material breachof this Agreement and fails to cure that breach within thirty days after receipt of written notice; (ii) the other Party ceasesits business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within ninety days;or (iii) the other Party is in material breach of this Agreement more than two times notwithstanding any cure of such breaches.In addition, Cyclopt may terminate any, all, or any portion of the Service or Repositories, if Customer meets any of theconditions in Section 9.2(i), (ii), and/or (iii).
9.3. Termination for Inactivity. Cyclopt reserves the right to terminate the Service for inactivity, if, for a period exceedingone hundred and eighty days, Customer: (a) has failed to access the Service; and (c) no electronic bills are being generated.
9.4. Termination for Convenience. Customer may stop using the Service at any time. Customer may terminate his Agreement withCyclopt for its convenience at any time on prior written notice and upon termination, must cease use of the applicable Service.Cyclopt may terminate the Agreement with Customer for its convenience at any time without liability to Customer.
9.5. Effect of Termination. If the Agreement is terminated, then: (i) the rights granted by one Party to the other willimmediately cease; (ii) all Fees owed by Customer to Cyclopt are immediately due upon receipt of the final electronic bill;(iii) Customer will delete any Repository and any Customer Data; and (iv) upon request, each Party will use commerciallyreasonable efforts to return or destroy all Confidential Information of the other Party.
10. Publicity.
10.1. Permitted Use by Customer. Customer is permitted to state publicly that it is a customer of the Service and may displayCyclopt Brand Features, provided Customer: (a) does this exclusively in connection with its use of the Service; (b) may nottransfer, assign or sublicense this right; (c) is in good standing; (d) will not display the Cyclopt Brand Features in anymanner that implies that Customer is related to, affiliated with, sponsored or endorsed by Cyclopt; (e) only uses the CycloptBrand Features in a manner designed to maintain the highest standard, quality and reputation that is associated with Cycloptand the Cyclopt Brand Features and Customer will not use the Cyclopt Brand Features to disparage Cyclopt or Cyclopt’s productsor services; (f) does not display any Cyclopt Brand Feature as the largest or most prominent trademark in any materials; and (g)does not remove, distort or modify any element of the Cyclopt Brand Features, including font, spacing and color.
10.2. Permitted Use by Cyclopt. Cyclopt may include Customer’s name or Brand Features in a list of Cyclopt customers, online orin promotional materials. Cyclopt may also verbally reference Customer as a customer of the Service.
10.3. Benefit and Revoke Rights. Any use of a Party’s Brand Features will inure to the benefit of the Party holdingIntellectual Property Rights to those Brand Features. A Party may revoke the other Party’s right to use its Brand Featuresunder this Section with written notice to the other Party and a reasonable period to stop the use.
11. Representations and Warranties.
Each Party represents and warrants that: (a) it has full power and authority to enter into this Agreement with the other Party;and (b) it will comply with all laws and regulations applicable to its provision, or use, of the Service, as applicable.
12. Disclaimer.
Except as expressly provided for in this Agreement, to the maximum extent permitted by applicable law, Cyclopt and itssuppliers do not make any other warranty of any kind, whether express, implied, statutory or otherwise, including warranties ofmerchantability, satisfactory quality, fitness for a particular use and noninfringement. Cyclopt and its suppliers are notresponsible or liable for the deletion of or failure to store any Customer Data and other communications maintained ortransmitted through use of the services. Customer is exclusively responsible for securing and backing up Repository, andCustomer Data. Neither Cyclopt nor its suppliers, warrants that the operation of the software or the services will beerror-free or uninterrupted. Neither the software nor the services are designed, manufactured, or intended for high-riskactivities.
13. Limitation of Liability.
13.1. Exclusion of Indirect Liability. To the maximum extent permitted by applicable law, neither Party, nor either Party’s suppliers, will be liable under this Agreement for lost revenues, lost savings, lost profits, reduced goodwill or any otherindirect, special, incidental, consequential, exemplary, or punitive damages, even if the Party knew or should have known thatsuch damages were possible and even if direct damages do not satisfy a remedy. Further, neither Cyclopt nor any of Cyclopt’sAffiliates or Licensors will be responsible for any compensation, reimbursement, or damages arising in connection with: (a)Customer’s inability to use the Service, including as a result of any (i) termination or suspension of this Agreement orCustomer’s use of or access to the Service offerings, (ii) Cyclopt’s discontinuation of any or all of the Service offerings, or,(iii) without limiting any obligations under the SLAs, any unanticipated or unscheduled downtime of all or a portion of theservices for any reason, including as a result of power outages, system failures or other interruptions; (b) the cost ofprocurement of substitute goods or services; (c) any investments, expenditures, or commitments by Customer in connection withthis Agreement or Customer’s use of or access to the Service; or (d) any unauthorized access to, alteration of, or the deletion,destruction, damage, loss or failure to store any of Customer Data or other data.
13.2. Limitation on Amount of Liability. To the maximum extent permitted by applicable law, neither Party, nor either Party’ssuppliers, may be held liable under this Agreement for more than the amount paid by Customer to Cyclopt under this Agreementduring the twelve months prior to the event giving rise to liability.
13.3. Exceptions to Limitations. These limitations of liability do not apply to breaches of confidentiality obligations,violations of a Party’s Intellectual Property Rights by the other Party, indemnification obligations, or Customer’s paymentobligations.
14. Indemnification.
14.1. By Customer. Unless prohibited by applicable law, Customer will defend and indemnify Cyclopt and its Affiliates againstIndemnified Liabilities in any Third-Party Legal Proceeding to the extent arising from: (i) any Repository, Customer Data orCustomer Brand Features; or (ii) Customer’s use of the Service in violation of this Agreement.
14.2. By Cyclopt. Cyclopt will defend and indemnify Customer and its Affiliates against Indemnified Liabilities in anyThird-Party Legal Proceeding to the extent arising solely from an Allegation that use of (a) Cyclopt’s technology used toprovide the Service (excluding any open source software) or (b) any Cyclopt Brand Feature infringes or misappropriates thethird party’s patent, copyright, trade secret, or trademark.
14.3. Exclusions. Section 14.2 will not apply to the extent the underlying Allegation arises from: a. the indemnified Party’sbreach of this Agreement; b. modifications to the indemnifying Party’s technology or Brand Features by anyone other than theindemnifying Party; c. combination of the indemnifying Party’s technology or Brand Features with materials not provided by theindemnifying Party; or d. use of non-current or unsupported versions of the Service or Brand Features;
14.4. Conditions. Sections 14.1 and 14.2 will apply only to the extent:
a. The indemnified Party has promptly notified the indemnifying Party in writing of any Allegation(s) that preceded theThird-Party Legal Proceeding and cooperates reasonably with the indemnifying Party to resolve the Allegation(s) and Third-PartyLegal Proceeding. If breach of this Section 14.4(a) prejudices the defense of the Third-Party Legal Proceeding, theindemnifying Party’s obligations under Section 14.1 or 14.2 (as applicable) will be reduced in proportion to the prejudice.
b. The indemnified Party tenders sole control of the indemnified portion of the Third-Party Legal Proceeding to theindemnifying Party, subject to the following: (i) the indemnified Party may appoint its own non-controlling counsel, at its ownexpense; and (ii) any settlement requiring the indemnified Party to admit liability, pay money, or take (or refrain from taking)any action, will require the indemnified Party’s prior written consent, not to be unreasonably withheld, conditioned, ordelayed.
14.5. Remedies.
a. If Cyclopt reasonably believes the Service might infringe a third party’s Intellectual Property Rights, then Cyclopt may, atits sole option and expense: (a) procure the right for Customer to continue using the Service; (b) modify the Service to makethem non-infringing without materially reducing their functionality; or (c) replace the Service with a non-infringing,functionally equivalent alternative.
b. If Cyclopt does not believe the remedies in Section 14.5(a) are commercially reasonable, then Cyclopt may suspend orterminate Customer’s use of the impacted Service.
14.6. Sole Rights and Obligations. Without affecting either Party’s termination rights, this Section 14 states the Parties’only rights and obligations under this Agreement for any third party’s Intellectual Property Rights Allegations andThird-Party Legal Proceedings.
15. U.S. Federal Agency Users.
The Service was developed solely at private expense and are commercial computer software and related documentation within themeaning of the applicable U.S. Federal Acquisition Regulations and their agency supplements.
16. Miscellaneous.
16.1. Notices. All notices must be in writing and addressed to the other Party’s legal department and primary point of contact.The email address for notices being sent to Cyclopt’s Legal Department is support@cyclopt.com. Notice will be treated as givenon receipt as verified by written or automated receipt or by electronic log (as applicable). Cyclopt may provide any notice toCustomer under this Agreement by: (i) posting a notice on the Cyclopt App Site; or (ii) sending a message to the email addressthen associated with Customer’s account. All communications and notices to be made or given pursuant to this Agreement must bein the English and/or Greek language.
16.2. Assignment. Customer may not assign any part of the Agreement without the prior written consent of Cyclopt, not to beunreasonably delayed or withheld, except to an Affiliate where: (a) the assignee has agreed in writing to be bound by thisAgreement; (b) the assigning Party remains liable for obligations under this Agreement if the assignee defaults on them; and (c)the assigning Party has notified the other Party of the assignment. Any other attempt to assign is void.
16.3. Change of Control. If Customer experiences a change of Control (for example, through a stock purchase or sale, merger, orother form of corporate transaction): (a) Customer will give written notice to Cyclopt within thirty days after the change ofControl; and (b) Cyclopt is entitled to immediately terminate this Agreement any time between the change of Control and thirtydays after it receives that written notice.
16.4. Force Majeure. Neither Party will be liable for failure or delay in performance to the extent caused by circumstancesbeyond its reasonable control.
16.5. No Agency. These ToS do not create any agency, partnership or joint venture between the Parties.
16.6. No Waiver. Neither Party will be treated as having waived any rights by not exercising (or delaying the exercise of) anyrights under this Agreement.
16.7. Severability. If any term (or part of a term) of this Agreement is invalid, illegal, or unenforceable, the rest of thisAgreement will remain in effect.
16.8. No Third-Party Beneficiaries. This Agreement does not confer any benefits on any third party unless it expressly statesthat it does.
16.9. Equitable Relief. Nothing in this Agreement will limit either Party’s ability to seek equitable relief.
16.10. Governing Law. All claims arising out of or relating to this Agreement or the Service will be governed by the laws ofGreece, without reference to conflict of law rules, and will be litigated exclusively in the court of Thessaloniki. The partiesconsent to personal jurisdiction in these courts.
16.11. Amendments. Except as set forth in Section 1.6(b) or (c), any amendment must be in writing, signed by both Parties, andexpressly state that it is amending these Terms.
16.12. Survival. The following Sections will survive expiration or termination of this Agreement: 5, 8, 9.5, 13, 14, and 16.
16.13. Entire Agreement. This Agreement, including the Privacy and Security Terms and the terms at any URL, sets out all termsagreed between the Parties and supersedes all other agreements between the Parties relating to the Service. Notwithstanding theforegoing, the applicability of purchase terms or other terms and conditions from Customer is hereby expressly excluded. Inentering into this Agreement, neither Party has relied on, and neither Party will have any right or remedy based on, anystatement, representation or warranty (whether made negligently or innocently), except those expressly set out in thisAgreement. The terms located at a URL referenced in this Agreement and the Documentation are incorporated by reference intothis Agreement. After the Effective Date, Cyclopt may provide an updated URL in place of any URL in this Agreement.
16.14. Conflicting Terms. If there is a conflict between the documents that make up this Agreement, the documents will controlin the following order: the provisions of the body text of the Agreement and the terms at any URL.
17. Definitions.
”Account” means Customer’s Cyclopt App account.
“Affiliate” means any entity that directly or indirectly Controls, is Controlled by, or is under common Controlwith a Party.
“Allegation” means an unaffiliated third Party’s allegation.
“Brand Features” means the trade names, trademarks, service marks, logos, domain names, and other distinctive brandfeatures of each Party, respectively, as secured by such Party from time to time.
“Confidential Information” means information that one Party (or an Affiliate) discloses to the other Party underthis Agreement,and which is marked as confidential or would normally under the circumstances be considered confidentialinformation. It does not include information that is independently developed by the recipient, is rightfully given to therecipient by a third party without confidentiality obligations, or becomes public through no fault of the recipient. Subject tothe preceding sentence, Customer Data is considered Customer’s Confidential Information.
“Control” means control of greater than fifty percent of the voting rights or equity interests of a Party.
“Customer Data” means content provided to Cyclopt by Customer (or at its direction) via the Service under theAccount.
“Privacy and Security Terms” means the terms set forth at: https://platform.cyclopt.com/privacy.
“Documentation” means the Cyclopt documentation (as may be updated from time to time) in the form generally madeavailable by Cyclopt to its customers for use with the Service.
“Emergency Security Issue” means either: (a) Customer’s use of the Service in violation of the provisions ofArticle 3.3, which could disrupt: (i) the Service; (ii) other customers’ use of the Service; or (iii) the Cyclopt network orservers used to provide the Service; or (b) unauthorized third party access to the Service.
“Fee Accrual Period” means a calendar month or another period specified by Cyclopt.
“Fee Threshold” means the threshold (as may be updated from time to time), as applicable for the Service, as setforth here: https://cyclopt.com/pricing.
“Feedback” means feedback or suggestions about the Service provided to Cyclopt by Customer.
“Fees” means the applicable fees for the Service and any applicable Taxes. The Fees for the Service are set forthhere: https://cyclopt.com/pricing.
“High Risk Activities” means uses such as the operation of nuclear facilities, air traffic control, or life supportsystems, where the use or failure of the Service could lead to death, personal injury, or environmental damage.
“HIPAA” means the U.S. Health Insurance Portability and Accountability Act of 1996 as it may be amended from timeto time, and any regulations issued under it.
“Indemnified Liabilities” means any (i) settlement amounts approved by the indemnifying Party; and (ii) damages andcosts finally awarded against the indemnified Party and its Affiliates by a court of competent jurisdiction.
“Intellectual Property Rights” means current and future worldwide rights under patent, copyright, trade secret,trademark, and moral rights laws, and other similar rights.
“Legal Process” means a data disclosure request made under law, governmental regulation, court order, subpoena,warrant, governmental regulatory or agency request, or other valid legal authority, legal procedure, or similar process.
“Repository” means a Git version control repository as provided on GitHub.com and analyzed by the Cyclopt App as awhole.
“Service” means Cyclopt App, a service to manage software projects and assess source code quality, as provided via https://platform.cyclopt.com.
“Taxes” means any duties, customs fees, or taxes (other than Cyclopt’s income tax) associated with thepurchase of the Service, including any related penalties or interest.
“Term” has the meaning set forth in Section 9 of this Agreement.
“Terms URL” means the following URL set forth here: https://platform.cyclopt.com/tos.
“Third-Party Legal Proceeding” means any formal legal proceeding filed by an unaffiliated third party before acourt or government tribunal (including any appellate proceeding).
The text of these Terms of Service is an adaption of the SIG’s Better Code Hub Terms of Service , which is published by SIG under a Creative Commons Attribution 3.0 License and which in turn are an adaption of the Google Cloud Platform Data Processing and Security Terms , which is published by Google under a Creative Commons Attribution 3.0 License.Cyclopt’s adaption of SIG’s text is itself licensed under a Creative Commons Attribution 3.0 License as well.
