This End User License Agreement (“Agreement”) regarding SQLEARN’s e-learning ‘Dolphin Library’, software and SQLEARN-related programs and add-ins as referenced below (“Licensed Products”) which MARELEARNING Ltd. is lawfully entitled to upload and further exploit via its digital platform, is made by and between MARELEARNING LIMITED, located at 393 Lordship Lane, London, United Kingdom N17 6AE (“MARELEARNING”), and you (“Licensee”). Licensee should carefully read the terms and conditions of this Agreement BEFORE purchasing and accessing the Licensed Product(s). By clicking to accept or by its electronic signature, Licensee agrees to be bound by such terms and conditions. This is a license agreement and not an agreement for sale.
MARELEARNING hereby grants to Licensee a non-transferable and non-exclusive license, for the duration defined below, to use the Licensed Product(s) and any associated Support Services solely in accordance with this Agreement. For purposes of this Agreement, “Support Services” means the maintenance, enhancement and other support services referred to herein. The Licensed Product(s) may be accessed only by Licensee on hardware belonging to it (“Machines”) and, in case the Licensee is a legal entity, by Licensee’s employees, consultants or subcontractors who access the Licensed Program(s) on the Machines, and may not be executed or accessed by any other means, including, without limitation, via a network unless Licensee has been granted a network license by MARELEARNING pursuant to the terms and conditions of this Agreement. Licensee is not allowed to make copies of the applicable Licensed Program(s) for installation or back-up pursuant to this Agreement. No rights, including any right to use, reproduce or display, other than those specifically described in this Agreement, are granted to Licensee. Licensee may not modify or make works derivative of the Licensed Product(s) or make compilations or collective works that include the Licensed Product(s). Except to the extent permitted by applicable law, Licensee shall not analyze for purposes competitive to MARELEARNING or its affiliates (and its providers such as SQLEARN S.A.), reverse-engineer, decompile, disassemble, or otherwise translate all or part of the Licensed Product(s). Licensee is not allowed to achieve or maintain interoperability between the Licensed Product(s) and other computer software or equipment in accordance with this Agreement.
2.DESCRIPTION OF LICENSED PRODUCTS
- Content of Licensed Products. A series of e-learning courses titled “Dolphin Library”, composed of more than seventy (70) titles which are addressed to the shipping sector and, more specifically, to seafarers in order to cover their training and educational needs
- Form of End-User License. The Licensed Product(s) shall be provided to end-users in the form of user license, which is defined as the unique credentials of the end-user for this specific e-learning course which, being exclusively intellectual property of SQLEARN S.A., no concession or exploitation either of the whole licensed product(s) or part of it, may be performed by the Licensee other than those described in this Agreement. It is clarified that end-user license shall be deemed to have been used when the user has attended the course but the final self-assessment has not been successfully completed, as well as when the user has attended part of the course without completing it.
- Reservation of rights. MARELEARNING, while acting as a legal representative of SQLEARN S.A., reserves the absolute right to update, upgrade, add, amend and/or in any way modify the Licensed Product(s) from its platform at and in its sole discretion.
3.TERM & TERMINATION
- This Agreement shall come into full force and effect for a total duration six (6) months initiating from the Effective Date, which shall mean the date of Licensee’s (i) acceptance of these terms and conditions, where acceptance is indicated via a user interface presenting this Agreement, (ii) access of the Licensed Product(s), or (iii) acceptance of another agreement that incorporates this Agreement by reference. Renewal of this Agreement is not allowed. Any following agreement concluded at a later date between the contracting parties hereto shall be deemed to be a new license agreement and not a renewal of this Agreement.
- This Agreement may be terminated at any time by MARELEARNING for any fundamental reason and, especially, for any breach hereof upon notice to Licensee. Periodic activation may be required by Licensee to continue use of the Licensed Product(s). Use of the Licensed Product(s) may be interrupted until necessary activation steps are taken by Licensee. Upon termination hereof, Licensee shall be denied access to the Licensed Product(s) immediately and shall, if applicable, uninstall and delete all copies of the Licensed Product(s) and discontinue use of the Licensed Product(s). Sections 4, 5, 6, 7, 8, and 9 of this Agreement shall survive termination hereof.
4.INDUSTRIAL AND INTELLECTUAL PROPERTY RIGHTS
- Industrial property rights – Trademarks. Licensee hereby acknowledges that SQLEARN S.A. and MARELEARNING’s trademarks are and will remain the sole property of the initial owner. Licensee, or any other person on his behalf, undertakes not to register any of the trademarks or any other symbol that is similar to those that SQLEARN S.A. and MARELEARNING own as his own before the competent authorities of the region operating and may cause confusion to future licensees about the property rights on the trademarks. Licensee shall notify SQLEARN S.A. and MARELEARNING in any event that he becomes aware of, that infringes or in any way violates the use of the trademarks.
- Intellectual property rights. All intellectual property rights in the Licensed Product(s), including any copies, if applicable, made by or for Licensee, in whole or in part, are the sole property of SQLEARN S.A. and/or its licensor(s). MARELEARNING has been lawfully granted the right to upload and further exploit the Licensed Product(s) via its digital platform. Thus, SQLEARN S.A. and/or its licensors shall retain all title, copyright and other intellectual property rights in the Licensed Product(s) and all modifications, enhancements or other works derivative of the Licensed Product(s).
Licensee is not allowed to preserve and reproduce any copyright, patent and trademark notices that may appear in the Licensed Product(s), in whole or part. Licensee is not allowed to keep copies of the Licensed Product(s).
Licensee hereby agrees that it shall not obtain nor will maintain any kind of intellectual property right, or claim such intellectual property right over the Licensed Product(s) or any of their components, contents, topics, themes, titles and characteristics.
Licensee recognizes that methodologies, techniques, expressions, ideas and concepts contained in or expressed within the Licensed Product(s) are proprietary information and may be trade secrets of SQLEARN S.A. or its licensor(s).
Should SQLEARN S.A. create, develop or execute novel modules either on similar or other nature and topic as long as this Agreement is effective or after its termination/expiration in any way, the Licensed Product(s) as well as the new products developed shall remain in the exclusive ownership of SQLEARN S.A., including all intellectual property rights, copyrights, trade secrets, trademarks, and patents.
SQLEARN S.A. reserves the right to write, in a prominent place within the services or products provided to third parties, information on copyright ownership.
Licensee is solely responsible for supervising, managing and controlling the use of the Licensed Product(s) in compliance with this Agreement, and shall take all appropriate measures to ensure such compliance by itself and/or any users of the Licensed Product(s), including, without limitation, compliance with its authorized use and confidentiality obligations. Licensee hereby certifies and warrants to MARELEARNING that all Licensed Products available hereunder shall not be used in violation of any applicable laws. All rights to use the Licensed Product(s) are granted on condition that such rights are forfeited for failure to comply with the terms of this Agreement. Neither MARELEARNING nor SQLEARN S.A. as its provider shall have liability whatsoever toward Licensee if such authorizations, licenses or approvals are not obtained. Licensee shall not export or re-export any Licensed Product(s), either directly or indirectly and when such export or re-export requires an export license or other governmental approval, without first obtaining such license or approval by MARELEARNING (and its providers such as SQLEARN S.A.).
6.WARRANTY AND DISCLAIMER OF WARRANTY, RISK OF USE, LIMITATION OF LIABILITY AND INDEMNITY
THE LICENSED PRODUCT(S) ARE MADE AVAILABLE ON AN “AS IS” BASIS, AND WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, AND ALL SUCH WARRANTIES, CONDITIONS, UNDERTAKINGS, AND TERMS ARE HEREBY EXCLUDED TO THE EXTENT PERMITTED BY LAW.
Each party is independently and exclusively responsible for obligations undertaken by it under this Agreement. No party can be held jointly and severally liable with another pursuant to this Agreement. No party shall be deemed an agent of another party pursuant to this Agreement.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MARELEARNING’s (and its providers as SQLEARN S.A.) POTENTIAL LIABILITY TO LICENSEE, FOR ANY AND ALL CLAIMS IN ANYWAY ARISING FROM OR IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT, WHETHER BASED IN CONTRACT, OR OTHER THEORY OF LIABILITY, IS LIMITED AS FOLLOWS:
MARELEARNING’s (and its providers as SQLEARN S.A.) AGGREGATE LIABILITY FOR DIRECT DAMAGES SHALL NOT EXCEED IN THE AGGREGATE THE AMOUNT CORRESPONDING TO FEES ACTUALLY PAID BY LICENSEE IN RELATION TO THE PRECEDING TWELVE (12)-MONTH PERIOD PRIOR TO THE OCCURRENCE OF THE CAUSE OF ACTION GIVING RISE TO THE CLAIM FOR THE USE OF THE SERVICE(S) OR LICENSE(S) THAT CAUSED THE DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSEE EXPRESSLY AND IRREVOCABLY WAIVES, AND MARELEARNING (and its providers as SQLEARN S.A.) SHALL HAVE NO LIABILITY IN RESPECT OF, ANY AND ALL CLAIMS FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, CLAIMS FOR LOST PROFITS, BUSINESS INTERRUPTION AND LOSS OF DATA, THAT IN ANY WAY RELATE TO THIS AGREEMENT, SERVICE(S) OR LICENSES, WHETHER OR NOT MARELEARNING (and/or its providers as SQLEARN S.A.) HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY.
LICENSEE WAIVES ANY AND ALL CLAIMS FOR ANY DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, FOR ANY REASON AND ON ANY BASIS, AGAINST MARELEARNING’S PROVIDERS (SHCH AS SQLEARN S.A.) OR SUBCONTRACTORS OR ANY COMPANY OTHER THAN MARELEARNING.
All legal actions against MARELEARNING (and/or its providers as SQLEARN S.A.) must be filed with the appropriate judicial jurisdiction within two (2) years after the cause of action has arisen.
The Licensed Products are e-learning courses intended for educating and training purposes of attendants and are not substitutes for professional judgment or independent testing of physical prototypes for product stress, safety and utility. Licensee and its users are solely responsible for any results obtained from using the Licensed Products.
MARELEARNING (and/or its providers as SQLEARN S.A.) do not warrant that the content of the Licensed Product(S) should produce any kind of specific results, nor will assume responsibility for any future performance, execution, action or omission of Licensee whose conduct may result in the loss, delay or breakdown of businesses or any other behavioral consequence that the Licensee may detect in the future.
The guidance provided for the use of the Licensed Product(s) is not a substitute for applicable legal requirements. It is not intended to nor does it impose legally-binding requirements on any party. It is issued for guidance purposes to outline methods of best practice for compliance to applicable laws. Alternative approaches shall be adopted in case such approaches more effectively satisfy legal obligations.
7.GOVERNING LAW AND JURISDICTION
Except as expressly permitted herein, this Agreement may be modified only by written amendment signed by the parties and no other act, document, usage or custom shall be deemed to amend or modify this Agreement, including but not limited to Licensee’s terms and conditions. This Agreement shall be governed, construed, and enforced in accordance with the substantive laws of the Hellenic Republic, without regard to its conflicts-of-law principles or to the United Nations Convention on Contracts for the International Sale of Goods, and will be deemed a contract under seal. The English-language version of this Agreement shall be the authorized text for all purposes, despite translations or interpretations of this Agreement into other languages. If for any reason a court of competent jurisdiction finds any provision of this Agreement, or a portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible and the remainder of this Agreement shall remain in full force and effect. Licensee acknowledges and agrees that the terms in this Section 7 shall not prevent, restrict or otherwise limit in any manner MARELEARNING’s (and/or its providers as SQLEARN S.A.) rights to seek equitable remedies, including injunctive relief, before any competent court in any jurisdiction.
- Definitions– Definitions for this Section 8:
Applicable Data Protection Legislation means as from 25 May 2018, the Regulation (EU) 2016/679 (General Data Protection Regulation) and any delegated and implementing acts adopted in accordance with the General Data Protection Regulation and the member state’s laws specifying the provisions of the General Data Protection Regulation applicable to the Processing implemented. Controller, Data, Subject, Personal Data, Process/Processing, Processor and Personal Data Breach each shall have the same meaning as in the Applicable Data Protection Legislation. Sub-Processor means any Processor appointed by MARELEARNING or by any other Sub-Processor of MARELEARNING that receives, from MARELEARNING or from any other Sub-Processor of MARELEARNING, Personal Data for the sole and exclusive purpose of processing activities to be carried out on Licensee’s behalf in accordance with the terms of this Agreement and the terms of a written subcontract, if applicable.
- Data Privacy. Licensee acknowledges and agrees that Licensee is and shall at all times remain the sole data controller of the Personal Data that will be processed as part of Licensee’s access to and use of a Licensed Product(s), and therefore, shall be responsible for complying with all Applicable Data Protection Legislation including, but not limited to (i) transfer of Personal Data, (ii) information of data subjects, and (iii) access, modification, and deletion rights of data subjects. MARELEARNING (and its providers as SQLEARN S.A.), as the data processors, will collect, store and process the Personal Data in accordance with this Agreement and as long as this is necessary for the effective provision of services.
- Location of Data Processing. For MARELEARNING (and its providers as SQLEARN S.A.) to provide Support Services, Licensee hereby appoints MARELEARNING (and its providers as SQLEARN S.A.) as Processors and agrees that Personal Data provided by Licensee (“Customer’s Personal Data”) may be transferred to and stored, accessed, and Processed in any country in which MARELEARNING (and its providers as SQLEARN S.A.) or their affiliates or subcontractors are located. MARELEARNING (and its providers as SQLEARN S.A.) will ensure that the same data protection obligations as set forth in this Agreement shall be imposed on the Sub-Processors by way of a contract and/or the standard contractual clauses from the European Commission in such a manner that the Processing will meet the requirements of the Applicable Data Protection Legislation.
- MARELEARNING’s Obligations. MARELEARNING, as a Processor, will:
To the maximum extent permitted by applicable law or for the duration of licensed use of the Licensed Product(s), whichever is longer, process Customer’s Personal Data in accordance with this Agreement and Licensee’s written reasonable instructions, which shall in all circumstances be consistent with this Agreement;
Ensure that any and all persons who are authorized to Process Customer’s Personal Data are bound by appropriate obligations of confidentiality;
Reasonably assist Licensee in ensuring compliance with Licensee’s obligations as a Data Controller regarding sections 32 to 36 of the General Data Protection Regulation, taking into account the nature of Processing as described in this Agreement. If MARELEARNING (and/or its providers as SQLEARN S.A.) has reason to believe that a Personal Data Breach affecting Licensee has occurred, MARELEARNING (and/or its providers as SQLEARN S.A.) will (i) notify Licensee of the Personal Data Breach promptly after MARELEARNING (and/or its providers as SQLEARN S.A.) becomes aware of such Personal Data Breach, and (ii) provide Licensee with all relevant and available information to allow Licensee to comply with Licensee’s notification obligations with competent supervisory authority;
Reasonably assist Licensee to fulfill Licensee’s obligations in response to requests from Data Subjects to exercise their rights under Applicable Data Protection Legislation in a manner consistent with the use of the MARELEARNING’s Licensed Product(s) and MARELEARNING’s role as a Processor;
Make available to Licensee all information in MARELEARNING’s (or its providers) possession needed to demonstrate Licensee’s compliance with Licensee obligations as required by the Applicable Data Protection Legislation and reflected in this section and, in the event compliance with Applicable Data Protection Legislation cannot be evidenced through the appropriate documentation provided by MARELEARNING’s (or its providers), allow for an audit. Licensee shall notify MARELEARNING’s (and its providers) in writing of any such audit at least thirty (30) days in advance by indicating the audit’s scope, which shall be limited to assessing Licensee’s compliance when the documentation provided by MARELEARNING’s (or its providers) does not demonstrate such compliance. Such audit shall be conducted by an independent auditor chosen by Licensee at Licensee’s cost and shall be performed not more than once every twelve (12) months;
Keep a list of the Sub-Processors that will be involved in the Processing of Customer’s Personal Data due to the Processing activities implemented on Licensee’s behalf and inform Licensee of any intended changes concerning the addition or replacement of other Sub-Processors, thereby giving Licensee the opportunity to object to such changes. Licensee will be notified at least fifteen (15) days in advance before authorizing any new Sub-Processor to Process Customer’s Personal Data with a mechanism to obtain notice of that update, except in case of emergency. Licensee may reasonably object to MARELARNING’s use of a new Sub-Processor if (i) such new Sub-Processor Processes Customer’s Personal Data, and (ii) Licensee demonstrates that it has a legitimate interest and notifies MARELEARNIG (and its providers) in writing, within fifteen (15) days after Licensee’s receipt of the notice, it being understood and accepted that, in the absence of an objection from Licensee, Licensee shall be deemed to have accepted the Sub-Processor. If Licensee notifies MARELEARNING (and its providers) of Licensee’s objection related to the new Sub-Processor within the above timeframe, Licensee may terminate the Licensed Product(s) affected by this change of Sub-Processor within fifteen (15) days after MARELEARNING’s (and its providers) receipt of such notice; and
Upon termination or expiration of this Agreement, delete or return all Customer’s Personal Data to Licensee, at Licensee’s option, and delete all existing copies, except where applicable law requires retention of such Licensee’s Personal Data or where such Licensee’s Personal Data is necessary for proof purposes during the applicable statute of limitation.
- Purchase Orders. Licensee’s purchasing terms and conditions shall not in any way supersede, modify, vary or otherwise supplement the terms of this Agreement.
- Force Majeure. Neither Licensee nor MARELEARNING (and its providers) shall be liable for any default in the performance of its obligations under this Agreement resulting from (i) a case of force majeure as defined by the law governing this Agreement and the courts in such jurisdiction and (ii) the following causes: strikes (whether previously announced), war (declared or not), riots, governmental action, acts of terrorism, acts of God (fire, flood, earthquake, etc.).
- Severability. If any part of this Agreement is found to be invalid, illegal or unenforceable in any respect, the remaining provisions shall nevertheless be binding with the same effect as if the invalid, illegal or unenforceable part was originally deleted.
- Transfer, Assignment & Subcontract. Licensee shall not subcontract, assign, delegate or otherwise transfer (including, without limitation, by way of merger or contribution) any or all of its rights, duties, benefits or obligations under this Agreement, or sublicense Licensed Program(s) to any third party without MARELEARNING’s (and its providers) prior written approval. Any approved transfer of licenses to another country may be subject to an adjustment in price, as prices are specific to each country or region. This Agreement shall be binding upon, and inure to the benefit of MARELEARNING and its successors and assigns. MARELEARNING may assign, delegate or otherwise transfer (including without limitation, by way of merger or contribution), any of its rights or obligations hereunder and/or otherwise subcontract any of its obligations hereunder, in whole or in part, to any third party, without Licensee’s consent.
- Amendments & Non-Waiver. No waiver, alteration, modification, or cancellation of any of the provisions of this Agreement shall be binding unless made by written amendment signed by both parties. A party’s failure at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce such provision.
- Audit. During the term of this Agreement and for a reasonable period, Licensee shall establish and maintain accurate information records relating to the use of the Licensed Product(s), including, without limitation, the list and location of accessing and using the Licensed Product(s). MARELEARNING shall have the right – at any time, at its own expense, and under reasonable conditions of time and place – to audit and copy these records and/or Licensee’s use of the Licensed Product(s). Licensee also hereby authorizes MARELEARNING to verify Licensee’s compliance with the terms of this Agreement. For such purpose, MARELEARNING may conduct an audit on Licensee’s premises (or on those premises where the Licensed Program is installed for Licensee’s use) during normal business hours, in a manner that minimizes disruption to Licensee’s business. MARELEARNING may require Licensee to provide it, or any third party that MARELEARNING engages to conduct such verification, with machine access, copies of system tools outputs, or other electronic or hard-copy system information as appropriate and allow execution of all appropriate tools generating audit records. If the audit reveals unauthorized use of the Licensed Product(s), Licensee shall promptly pay to MARELEARNING any amount(s) owed as a result of such unauthorized use at the Licensed Product(s)’ then-current list price. If such unauthorized use is five percent (5%) or greater of Licensee’s authorized use with respect to the applicable Licensed Product(s), then, in addition to Licensee’s paying the applicable charges, Licensee shall reimburse MARELEARNING for the cost of such audit. By invoking the rights and procedures described above, MARELEARNING does not waive its right to enforce this Agreement or to protect its intellectual property by any other means permitted by law.
- Export. Export to Licensee of Licensed Product(s) is subject to all applicable countries’ export and re-export laws and regulations. Licensee shall not export or re-export, either directly or indirectly, Licensed Product(s) when such export or re-export requires an export license or other governmental approval without first obtaining such license or approval. In the event Licensee violates any of the foregoing provisions, MARELEARNING may terminate this Agreement and all licenses hereunder upon written notice to Licensee.
- Entire Agreement; Order of Precedence. The terms and conditions of this Agreement and the terms incorporated herein by written reference (including terms referenced on a website) comprise the complete agreement between the parties relating to the subject matter of this Agreement and supersede all prior and contemporaneous proposals, agreements, understandings, representations, purchase orders and communications, whether oral or written. Licensee acknowledges that it has full knowledge of all terms herein and incorporated herein, agrees to be bound by and to comply with such terms, and has not relied on the future availability of functionality or product updates with respect to any Licensed Product(s) in entering into this Agreement. The terms and conditions of this Agreement shall have no force or effect with respect to any claim based on the use of any intellectual property rights of MARELEARNING (and/or its providers as SQLEARN S.A.) outside the scope of the licenses expressly granted herein. Licensee hereby acknowledges and agrees that all the Licensed Product(s), regardless of the agreement under which they were originally licensed, will be exclusively subject to the terms and conditions of this Agreement.
- Language. This Agreement is provided in English and may be provided, for informational purposes only, in a language other than English. In such case, if there is any discrepancy or inconsistency of meaning or interpretation between the English version and such other language version, the English-language version shall prevail and shall be the only binding and enforceable version of this Agreement.