CYBERCUBE ACADEMY TERMS AND CONDITIONS

PLEASE READ THESE TERMS CAREFULLY

This agreement ("Agreement") is made by and between CyberCube Analytics Inc., a company registered in the State of Delaware and having its place of business at 58 Maiden Lane, 3rd Floor, San Francisco, California CA94108 ("CyberCube" or "we") and you as employee of the entity with whom CyberCube has an agreement ("you" or "your") for your access to and use of CyberCube’s proprietary cyber risk training and educational programmes ("CyberCube Academy "). By accessing and using CyberCube Academy Programmes, you warrant that you have the right to enter into and to bind your employer to the terms of this Agreement.

 

YOUR ACCESS AND USE

  1. In consideration of you agreeing to abide by the terms of this Agreement, CyberCube hereby grants you a non-exclusive, non-transferable right to access, use and participate in the training programme made available on CyberCube Academy for a period as agreed between your employer and CyberCube strictly for your personal and professional development purposes.
  2. CyberCube is responsible for the hosting and the provision of content and training materials for CyberCube Academy. CyberCube may from time to time such content and materials to reflect the evolving nature and development of the cyber risk modelling and insurance industry. 

 

RESTRICTIONS

Except as expressly set out in this Agreement or as permitted by applicable law, you hereby undertake: 

  1. not to reproduce CyberCube Academy or any of the training materials, except where it is  incidental to normal use or where it is necessary for the purposes of back-up or operational security;
  2. not share your login details to third parties or in any way make available CyberCube Academy to unauthorised users;
  3. not to rent, lease, sub-license, loan, translate, merge, adapt, vary, alter or modify the training materials or any other programme provided via CyberCube Academy nor permit any part of it to be combined with, or become incorporated in any other programme;
  4. not to disassemble, decompile, reverse engineer or create derivative works based on the whole or any part of CyberCube Academy and training materials;
  5. not to disclose the training materials or any other programme provided via CyberCube Academy to unauthorised users;
  6. not to make commercial use including to resell CyberCube Academy;
  7. to keep all login details secure and confidential and not to disclose or make available to unauthorised users without the prior written consent of CyberCube; 
  8. to keep confidential, safe and secure all copies of materials downloaded from CyberCube Academy and to use them strictly as permitted under this Agreement. You must not remove CyberCube copyright notices and disclaimers on CyberCube Academy and training materials; and
  9. to comply with all applicable technology control or export laws and regulations.

 

  • INTELLECTUAL PROPERTY RIGHTS AND CONFIDENTIALITY
  •  
  1. You acknowledge that all copyright, patents, design right, trademarks, logos and all other intellectual and proprietary rights in and to content, materials and the CyberCube Academy platform throughout the world belongs to CyberCube and that you have shall not have any intellectual or proprietary  rights in or to the content, training materials and the CyberCube Academy platform other than the rights expressly set forth in this Agreement. 
  2. You shall keep confidential content and training materials provided to you through your access to and use of CyberCube Academy unless your disclosure of the same has been approved in writing by CyberCube.

 

  • LIABILITIES
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  1. All warranties, representations, guarantees, conditions and terms, other than those expressly set out in this Agreement whether express or implied by statute, common law, trade usage or otherwise and whether written or oral, in each case is hereby expressly excluded to the fullest extent permissible by law. 
  2. CyberCube Academy provides content and training materials on an "as is" basis and is strictly for information and educational purposes only and is not intended to be relied upon to make or refrain from any course of action. Any reliance shall be made at your own risk and without liability to CyberCube.
  3. Nothing in this Agreement shall limit or exclude the liability of a party in respect of (a) fraud or gross negligence of that party; (b) death or personal injury resulting from that party’s negligence; and (c) that party’s breach of confidentiality pursuant to clause 6 or contravention of applicable laws.
  4. In no event shall either party including its respective agents, representatives and subcontractors be liable for (a) loss of profits; (b) loss of sales or business; (c) loss of agreements or contracts; (d) loss of anticipated savings; (e) loss of use or corruption of software, data or information; (f) loss of or damage to goodwill and reputation; (g) lasted management time and expenditure; and (h) additional costs of procuring and implementing replacements for, or alternatives to CyberCube Academy and (i) indirect or consequential losses of any nature whatsoever, in each case, whether or not caused by or resulting from its negligence or a breach of its statutory duties or a breach of its obligations howsoever caused even if it is advised of the possibility of such loss.
  5. Subject to clause 4.2, the maximum aggregate liability of each party including its respective agents, representatives and subcontractors, under, arising from or in connection with this Agreement, whether arising in contract, tort (including negligence) or otherwise, shall not exceed USD$1,000.

 

  • TERMINATION
  •  
  1. We may terminate this Agreement (a) upon expiry of our agreement with your employer or (b) immediately by written notice to you if you commit a material or persistent breach of this Agreement which you fail to remedy (if remediable) within 10 days after the service of written notice requiring you to do so. 
  2. Upon termination for any reason all rights granted to you under this Agreement shall cease forthwith and you must immediately cease or remove any training materials obtained via CyberCube Academy in your possession or control and immediately destroy or return to CyberCube and provide certification to CyberCube of the same.

 

  • HOW WE MAY USE YOUR PERSONAL INFORMATION 

Under data protection legislation, CyberCube is required to provide you with certain information about who we are, how we process your personal data and for what purposes and your rights in relation to your personal data and how to exercise them. This information is provided in the CyberCube Academy Privacy Notice and it is important that you read that information.

 

  • GENERAL
  •  
  1. We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract. 
  2. This Agreement constitutes the entire agreement between the parties and supersedes any previous agreements and terms in respect of the same subject matter. 
  3. Each of the sections under this Agreement operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
  4. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.
  5. This Agreement shall be governed by and construed in accordance with the laws of the State of California without giving effect to any conflicts of laws principles and the parties hereby consent to the jurisdiction and venue in the state and federal courts located in San Francisco, California. The United Nations Convention on Contracts for the International Sale of Goods does not apply.