This version is in effect since 2 April 2021
In the event of a conflict, the order of precedence is as set out above in descending order.
7.1. The Licensed Products provided by Cumul.io to the Customer can be supplemented by the following Additional Services and Add-On Modules, that will be delivered by Cumul.io upon separate request from Customer and after payment of the relevant Add-On Fees detailed in Article 12.1.1.
Credits may not be exchanged for, or converted to, any monetary compensation.
In addition, the Customer shall pay all costs incurred by Cumul.io as a result of the (extra)judicial enforcement of the Customer's payment obligations hereunder.
Notwithstanding the foregoing, Cumul.io will be entitled to immediately terminate the Agreement (or alternatively suspend its obligations) in the event the Customer breaches the license terms as set forth in the Agreement or infringes Cumul.io's Intellectual Property Rights.
The licenses and user rights with respect to the Licensed Products granted to the Customer pursuant to this Agreement shall automatically terminate and the Customer shall return to Cumul.io or destroy all copies (in whatever form or medium) of the Licensed Products and the Confidential Information of Cumul.io that are in the possession or under control of the Customer. Cumul.io's obligation to provide any further services to Customer under this Agreement will immediately terminate, except any such services that are expressly to be provided following the expiration or termination of this Agreement.
If to the Customer to: the address of the Customer's registered seat
All notices shall be deemed to have been given either (i) by email, or (ii) if by hand, at the time of actual delivery thereof to the receiving Party at such Party's address as provided above, as reasonably demonstrated by the Party serving notice, or (ii) if sent by registered or certified mail, twenty-four (24) hours following the day such mailing is made.
"Acceleration Storage (AS)"
means all data storage - excluding e.g. metadata, user info, and dashboard definitions - on Licensor's secured datawarehouse, accessible via manual data upload, data push via Licensor's API, or Licensor's webservice data connectors;
means an affiliate (verbonden vennootschap) as defined in article 1:20 of the Belgian Companies and Associations Code;
means the agreement defined under article 1.4;
means an Article of the Agreement;
means one individual natural person, whether an employee, business partner, contractor, or client of Customer or its Affiliates who is designated by Customer to use the Licensed Products. An Authorized User must be identified by a unique e-mail address or a unique set of parameters defined by Customer in a temporary token, and two or more persons may not use the Licensed Products as the same Authorized User. Authorized Users can be either Viewers or Designers depending on their user rights. The number of Authorized Users is limited by the Plan purchased by Customer under the relevant Order Form;
means the information of a Party which (i) is explicitly marked as confidential or proprietary, or (ii) should reasonably be considered confidential given its nature or the circumstances surrounding its disclosure, regardless of whether or not it is expressly marked as confidential, including without being limitative, information and facts concerning a Party and its Affiliates business plans, clients, prospects, personnel, suppliers, Cumul.ios, Customers, partners, investors or others training methods and materials, financial information, marketing plans, sales prospects, client lists, ideas, discoveries, inventions, specifications, models, programs, standards, designs, techniques, methods, drawings, sketches, processes, trade secrets, product information, formulae, recipes, samples, prototypes, selection of materials, systems and components, plans, financial data (including cost and pricing data) and all Intellectual Property Rights embodied therein, that is disclosed in writing, orally, in machine-readable form or in any other form pursuant to the Agreement by a Party;
means tools provided by Cumul.io for the gathering and visual representation of data in order to gain actionable insights from this data. Dashboards can be used by Authorized Users and shared with other Authorized Users and can be embedded in websites and/or apps;
means (i) any content, data, information or material provided or submitted by the Customer (and/or any of its Affiliates) or on its behalf to Cumul.io in the course of utilizing the Licensed Products, (ii) any content, data, information or material that is collected or generated by the Licensed Products that result from queries made by the Customer, and (iii) any content, data, information or material provided or submitted by Authorized Users when using the Licensed Products;
"Data Processing Agreement"
means the agreement entered into by the Parties for the purpose of the provision of the Licensed Products and services provided under this Agreement in order to ensure that each entity is complying with the Data Protection Regulation and made available through this page
"Data Protection Regulation"
means the EU Regulation 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation), together with the codes of practice, codes of conduct, regulatory guidance and standard clauses and other related legislation resulting from such Directive or Regulation, as updated from time to time;
means an Authorized User who has the most user rights, including full access to the dashboarding features of the Licensed Products and editing rights. These rights are further detailed on the following website: https://blog.cumul.io/2018/04/09/adding-viewer-accounts/
means the period of 30 consecutive seconds during which Cumul.io fails to respond successfully to all automatic status checks, as tested by a third party monitoring service (like e.g. Pingdom) on behalf of Cumul.io from multiple locations or regions worldwide. The results of these tests are published on Cumul.io's status page. A detailed report of downtime periods can be made available on demand;
means the earlier of: (i) the start date of an Order Form, as indicated therein and (ii) the date of activation of the Licensed Products by Customer;
means any reproducible material failure of the Software conform to the Documentation;
means any modification or addition to the Software, that brings the Software into material conformity with the Documentation;
means the non-automated, normal use by Customer's colleagues, consultants, or Authorized Users within a portal;
means the support services related to the OEM Products provided by Cumul.io to the Customer in first line as described in article 6;
means a hot-fix designed to correct an Error, or a temporary work-around, bypass or patch supplied by Cumul.io, or implementation of an operational procedure or routine by Customer to diminish or avoid the practical adverse effect of an Error;
"Intellectual Property Rights"
means any and all now known or hereafter existing (i) patents, patent applications, patent disclosures and inventions (whether patentable or not), (ii) trademarks, service marks, trade dress, trade names, logos, corporate names, internet domain names, registrations and applications for registration thereof together with all of the goodwill associated therewith, (iii) copyrights and copyrightable works, including mask works, and registrations and applications thereof, (iv) computer software programs, including Source Code and Object Code, databases and documentation thereof, (v) trade secrets and other confidential information, including ideas, formulas, compositions, inventions, improvements, know-how, manufacturing and production processes and techniques, research and development information, drawings, specifications, blueprints, flowcharts, schematics, protocols, programmer notes, designs, design rights, developments, discoveries, plans, business plans, proposals, technical data, financial and marketing plans and customer and supplier lists and information, and (vi) all other forms of intellectual property;
means the recurring fees payable by the Customer in respect of the user rights on the Licensed Products as specified in Article 11 of these GTC and the Order Form;
means the Software (including all add-on modules) and the Documentation;
means Cumul.io's Source Code, including but not limited to, all relevant commentary, compilation instructions, explanations and other documentation of the Source Code;
"Monthly Active Designers"
means Authorized Users logged onto and having access to the Licensed Products at any given point in time during a calendar month under a "Designer" or "Owner" permission profile. The number of monthly active viewers is limited by the Plan purchased by Customer under the relevant Order Form;
"Monthly Active Viewers"
means Authorized Users logged onto and having access to the Licensed Products at any given point in time during a calendar month under a "Viewer" permission profile. The number of monthly active viewers is limited by the Plan purchased by Customer under the relevant Order Form;
"Monthly Uptime Percentage"
means the total number of minutes in a calendar month minus the number of minutes of Downtime suffered from all Downtime Periods in such calendar month, divided by the total number of minutes in the calendar month;
means software assembled or compiled in magnetic or electronic binary form on software media that is readable and usable by machines but not generally readable by humans without reserve assembly, reverse compiling or reverse engineering;
means the Licensed Products as integrated in the portal provided by the Customer to the Authorized User;
means any order form executed by Customer and Cumul.io with respect to Customer's subscription to the Licensed Products and/or Additional Services provided under article 7;
means a party to the Agreement, i.e. Cumul.io or the Customer;
means any information relating to an identified or identifiable natural person. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person;
means the pricing plan(s) and the functionality and usage associated therewith (as detailed under point 11.1.1) for which Company subscribes with respect to the Licensed Products, as indicated in the Order Form;
means a secured connection between a Customer's Authorized User data storage and Cumul.io. The plugin allows the Customer to control in a scalable way which data is accessible to which Authorized User;
means the period commencing when a Support Case is reported by Licensee's Support Contact and ending when a member of the Licensor's technical support team logs the report and responds to the Licensee's Support Contact by telephone or e-mail;
means scheduled maintenance on Cumul.io's Licensed Products. A public notice will be made on Cumul.io's status page at least five (5) days prior to the commencement of such maintenance activities. There will be no more than twenty-four (24) hours of Scheduled Maintenance per calendar year;
"Severity 1 Support Case(s)"
means a Support Case that renders the Software completely inoperative;
means Cumul.io's technology integrated in the Customer's platform or used by the Customer as a separate (white labeled) platform;
means the Software written in programming languages including all comments and procedural code such as job control language statements, in a form intelligible to programmers trained in and knowledgeable of the Software, and capable of being translated into the Object Code form of the Software for operation on computer equipment through assembly or compiling;
means a single, reproducible issue or problem with the operation of the Software. Examples of Support Cases include, without limitation, Errors and problems encountered as a result of improper installation, configuration or operation of the Software;
means Customer's technical personnel that have been certified as a Cumul.io certified support specialist;
means the period defined in Article 17;
means a new release or version of the Software constituting a compendium of enhancements;
means an Authorized User who can only view dashboards of the Licensed Products. These rights are further detailed on the following website: https://blog.cumul.io/2018/04/09/adding-viewer-accounts/
means a virus, cancelbot, worm, logic bomb, Trojan horse or other harmful component of the Software or data;
means the websites for various Licensed Products and other websites that Cumul.io operates.