Legal & Terms
Standard End-User License Agreement (EULA) for selected Apps distributed via Nuvla
Please carefully read the following terms and conditions of this Standard End-User License Agreement (EULA) before using, downloading and installing any application (Application) and user guides, and online or electronic materials (Documentation) on the Nuvla website https://nuvla.io, a business-to-business (B2B) digital platform for containerised applications operated by SixSq SA (Platform). This EULA is a legal agreement between the person or entity described as the provider of the application on the Platform (Vendor) and the person or entity using, installing, accessing and/or purchasing the Application (Customer or you).
By clicking “accept” during the Nuvla Platform launch process, or by installing and/or using the Application, you are agreeing to be bound by this EULA from the date of such action (Effective Date). If you register for a free trial of the Platform, this EULA will also govern that trial. If you do not accept this EULA, then you must not use the Application.
Please note SixSq provided this EULA to facilitate contracting between Vendors and Customers. Vendors and Customers acknowledge that (1) SixSq is not a party to this EULA; (2) SixSq is not responsible for any of the relevant parties’ actions, obligations or liabilities under this EULA; (3) the EULA is provided on an “as is” and “as available” basis without warranty of any kind from SixSq; and (4) the parties’ use of this EULA is at their own risk.
1.1 Use of the Application. To use, access or deploy the Application, the Customer must create an account on the Platform. Customers are responsible for (a) keeping their account safe; (b) all account activities; and (c) any other actions connected with their account. Vendors are not responsible for unauthorised access to Customer’s account. Customer will immediately notify Vendor if it believes there has been unauthorised access to or use of such Customer’s account or account information.
1.2 Vendor Support. Vendors are solely responsible for any support required by the Customer in relation to the Applications, and for any information provided to their Customers. All support requests should be made directly to the Vendor by the Customer. SixSq may provide Vendors with support description and examples, but SixSq does not provide any support for the Applications provided by Vendors. If the Vendor provides Application support this will be reference on the Platform and such support will be provided in accordance with Vendor’s applicable support policy and business hours. Note that not all Applications listed on the Platform include support.
1.3 Service Level Agreement. If the Vendor provides a service level agreement (SLA) for the Application this will be specified on the Platform. Vendor will provide the service in accordance with its applicable SLA, and inform the Customer accordingly. Note that not all Application listed on the Platform includes a SLA.
2.1 License. Vendor hereby grants the Customer a personal, non-transferable, non-exclusive licence to use the Application on their devices on the Platform, in accordance with this EULA. No license of the Application’s source code is given hereunder. If you breach this EULA, Vendor may immediately and without notice to you terminate this EULA and any associated licenses and your right to use the Application is terminated immediately. In such cases, the Vendor might request the Platform operator (SixSq) to terminate the Customer’s account, or limit its access to the Platform.
2.2 Use. You are permitted to deploy the Application (for example on an edge device, IoT device, server, PC, or cloud infrastructure) under your control. You are responsible for ensuring your device meets the minimum requirements of the Application.
2.3 Coupons and free trials. You may be offered coupons, credits, free trials or free versions to enable access to the Application. However, the Vendor reserves the right at any time to cancel, modify or charge the conditions of such coupons or credits, and to cancel, modify or charge for further use of the Application under free trial or free versions options. Please note the functionality of the Application may be limited during such periods.
3.1 Payment. The Customer shall pay for the Application as described on the Application page on the Platform. All payments must be made by the Customer via the Platform. Vendors and Customers must not transfer or collect any fees or charges for the Application outside the Platform for any reason, except if expressly authorised by SixSq.
3.2 Restrictions. Customer will not, and will not allow any third party to: (a) use the Application in violation of laws or regulations; (b) copy (except to the limited extent permissible under applicable law or for normal operation of the Application), reproduce, translate, adapt, vary, or modify the Application or the Documentation, nor communicate it to any third party, without Vendor’s prior written consent; (c) reverse engineer, decompile, disassemble, create derivative works based in whole or any part of, the Application, or otherwise decipher, or tamper with any portion of the Application, nor attempt to do any such things unless this restriction is permitted by the licensing terms governing use of any open-sourced components; (d) use the Application to violate the rights of others; (e) use the Application in high-risk, hazardous environments requiring fail-safe performance, or any other application in which the failure of the Application could lead to severe damages; (f) rent, lease, resell or sublicense the Application; (g) use the Application to perform any malicious activity, including to violate the security or integrity of any network, computer or communications system, software application, or network or computing device; (h) remove, adapt, or otherwise tamper with any copyright notice, legend or logo which appears in or on the Application and the Documentation or on the medium on which it resides; and (i) request, make or accept a request of any payment outside of the Platform to avoid paying fees, or for any other reason, unless expressly authorised by SixSq.
4.1 Ownership. Except as expressly stated in this EULA, this EULA does not grant either Customer or Vendor any rights to each other’s content or any of the other’s IPR. As between Customer and Vendor, Customer owns all IPR in the Customer data, and Vendor owns all IPR in the Application and the Documentation.
4.2 Vendor’s IPR. Vendor shall at all times retain ownership of its Application as originally accessed or downloaded by you and all subsequent downloads of the Application by you. The Application (and the copyright, and other IPR of whatever nature in the Application, including any modifications made thereto) are and shall remain the property of the Vendor. The Vendor reserves the right to grant licences to use the Application to third parties as applicable.
4.3 IPR. You agree not to infringe Vendor’s IPR in the Application and the Documentation (and those of any owner of third party technology contained in the Application and Documentation) and to comply with the laws of Switzerland and all other applicable laws (including export controls) concerning the Application and the Documentation. You agree not to ship or re-export any portion of the Application and the Documentation to any destination to which it could not lawfully have been exported originally under any export control law.
4.4 Third party technologies. Before using the Application, you should check the listing of third party technologies contained in the Application and Documentation, and the copyright and patent notices applicable to such technologies. The Application and the Documentation are protected by copyrights as well as other IPR.
4.5 Copyright violation. If Customer believes a Vendor, or any person or entity is violating Customer’s copyrights, Customer can notify Vendor at Vendor’s email address provided on the listing page on the Platform.
4.6 While the Platform’s operator (SixSq) takes measures to protect the IPR of the Vendor, it is ultimately the responsibility of the Vendor to protect its Application and any related rights.
5.1 Mutual. Vendor and Customer represent and warrants that: (a) it has full power and authority to enter into the EULA; and (b) it will comply with all laws and regulations applicable to its provision, or use, of the Application, as applicable.
5.2 Vendor Performance Warranty. Vendor warrants that the Application will perform substantially in accordance with the Documentation. If Vendor is providing support, Vendor warrants that it will perform the support in a diligent manner consistent with industry standards.
5.3 Customer. Customer represents and warrants that: (a) it owns or has the necessary rights and licenses to provide the Customer data to the Application; and (b) the provision or use of the Customer as contemplated in this EULA will not infringe any third party’s rights, including IPR. If Customer is entering into this EULA on behalf of an entity, then it also represents and agrees that it has the legal authority to bind that entity to this EULA.
6.1 Except as otherwise stated in this EULA, the Application and, if applicable, Documentation and support are provided on an “as-is” basis. To the fullest extent permitted by law, Vendor and its affiliates make no representations or warranties with respect to the Application and Documentation and or parts thereof whether express, implied, or statutory, including but not limited to, implied warranties of satisfactory quality and fitness for a particular purpose. Specifically, without limiting the generality of the foregoing, Vendor and its affiliates make no representation or warranty that: (i) the Application has been developed to meet your requirements. It is your responsibility to ensure that the functions of the Application as described in Vendor’s specification or Documentation meet your requirements and needs; (ii) the use of the Application and Documentation and or parts thereof will be uninterrupted or error free; or (iii) any use of the Application and Documentation and or parts thereof are free from infringement of any third party’s IPR. It shall be your sole responsibility to make such determination as is necessary with respect to the acquisition of licenses under patents and other IPR of third parties. Consequently, Vendor and its affiliates disclaim any liability in case any use by you or your contractors infringes any third party’s IPR. Furthermore, Vendor and its affiliates disclaim any warranty and liability whatsoever for any development created by or for you or your organisation.
6.2 Vendor shall not be liable to the maximum extent permitted under applicable law whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, sales, revenues or savings, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising or otherwise resulting from your use of the Application or your inability to use the Application. Vendor shall not be liable for any of the losses even if you have informed Vendor of the possibility of such losses.
6.3 In no event shall Vendor’s liability exceed the amount Vendor received for the Application from you in the calendar year the claim is made. In the event of any liability to you, you agree that in full satisfaction of such liability, Vendor may at its discretion: (i) refund the price you or your organisation paid to Vendor for the Application: (ii) repair the Application; or (iii) replace the Application. In all cases Vendor will not be liable for any loss or damage that was not reasonably foreseeable.
6.4 Nothing in this EULA shall limit Vendor’s liability for losses which may not be lawfully limited or excluded by applicable law.
6.5 In no event shall Vendor be liable if any failure of/or defect in the Application is the result of misuse or abuse, or otherwise if the Application has not been used in accordance with the specification for the Application.
7.1 Termination rights. This EULA is effective from the Effective Date and shall continue until terminated. You may terminate it at any time upon 14 days written notice to the Vendor. Vendor may also terminate this EULA at its discretion upon 14 days written notice to you. This EULA will also terminate immediately if you fail to comply with any term of this EULA.
7.2 Termination effects. Upon termination of this EULA: (i) all rights granted to you under this EULA and any associated licenses shall immediately cease and Vendor may use technical means to block your use or access to the Application; (ii) your right to use the Application immediately ends and you agree to stop all access and use of the Application; (iii) you must immediately pay any sums due pursuant to the purchase of the Application license or any support/maintenance service or otherwise; (iv) you must immediately delete or remove any Application from all computer equipment (if applicable) in your possession, and at Vendor’s option, immediately destroy or return to Vendor all copies of the Application and the Documentation, and, in the case of destruction, certify to Vendor that you have done so; (v) any accrued rights, remedies, obligations, and liabilities of the parties as at expiry or termination shall not be affected; and (vi) clauses that by their nature continue and survive will survive any termination of this EULA.
8.1 Governing law and applicable law. This EULA is subject to material Swiss law, without regard to conflict-of-law provisions. All claims arising out of or relating to this EULA shall be exclusively brought to the courts of Geneva, Switzerland.
8.2 No waiver and severability. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this EULA. If any term (or part of a term) of this EULA is invalid, illegal, or unenforceable, the rest of the EULA will remain in effect.
8.3 Changes to this EULA. The Vendor reserves the right to update, change or replace any part of this EULA in its sole discretion.
8.4 Notices. All notices under this EULA must be in writing and addressed to the other party’s email address provided at the time of registration on the Platform. Email address for notices sent to the Vendor is provided on the Platform. The notice will be treated as given on receipt as verified by written or automatic receipt or by electronic record (as applicable). 8.5 Assignment: This EULA is personal to you, and you may not assign, sublicense, or transfer your rights and/or obligations under it. This EULA does not confer any benefits on any third party unless it expressly states that it does. The Vendor may transfer its rights and obligations under this EULA to another business without your consent, but it will notify you of the transfer and make sure that your rights are not adversely affected as a result.
8.6 No agency. This EULA does not create any agency, partnership or joint venture between the parties or between the parties and SixSq.
8.7 Force Majeure. Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.
8.8 Conflicting languages. If this EULA is translated into any language other than English, and there is a discrepancy between the English text and the translated text, the English text will govern unless expressly stated otherwise in the translation.
