The access to KNOLYX app is restricted and conditioned by the conclusion of a Licensing Contract for the usage of this app. The following Terms and Conditions represent a Licensing Contract between the company that you represent, as Licentiate, and GENTLAB S.R.L company, as Licensor.
In order to confirm the comprehension and the acceptance of the Terms and Conditions, click on the „I agree” button, after reading their entire content carefully, and if you do not approve of all or only of a part of the content of the Terms and Conditions, click on the „I do not agree” button.
KNOLYX – secured name as brand for the Licensor’s proprietary software program, which is available on this link.
KNOLYX App – represents the Licensor’s proprietary software program, available here on the website, which eases the uploading, promotion, sharing, commercialisation, access and downloading online courses for the interested professionals, according to the type of subscription they have chosen (it will be named „The App” in the following).
The Licensor – GENTLAB S.R.L company, with its social headquarters on Politehnicii Alley, no. 2, 5A block, 3rd staircase , 4th floor, apartment 104, 6th sector, Bucharest, registered in the Trade Register under the number of J40/8683/2011, having CUI RO 28877104 and being legally represented by Mr. Sita Adrian – as manager, e-mail: email@example.com
The Licentiate – the company for and on the behalf of which the Licensing Contract is concluded, on the basis of which it will acquire the right of nonexclusive usage of the KNOLYX app.
The representative – is the individual who works as the Licentiate’s representative during the conclusion of the contract. As representative, you have the obligation to read carefully the Terms and Conditions and to make sure that you have the legal or the conventional right to represent the Licentiate during the conclusion of the contract.
Subscription – is one of the “GLOBAL VENDOR”, “TRAINING PARTNER” or “BUSINESS CLIENT” options for which the Licentiate owns the right of nonexclusive license. The information related to the technical specifications suitable for each subscription can be accessed on the following website: www.knolyx.com.
Administrator Account – consists in an e-mail address and a password which grant the Licentiate, after the conclusion of the Licensing Contract, the access to the services and to the facilities of the App, according to the chosen type of subscription.
Subsequent Account – represents any of the accounts which have been created by the Licentiate on the basis of the Administrator Account. The owner of each Subsequent Account will be granted access to all the services and facilities from the Administrator Account or to some of them, according to the authorisation granted by the Licentiate. Each subsequent account will be assigned to only one individual and the usage of the same subsequent account by two or more people is completely forbidden.
Active account – represents a subsequent account which has not been deactivated by the owner of the Administrator Account and which is susceptible to be used according to the authorizations granted by the owner of the Administrator Account, even if the account has been used neither by the Licentiate, nor by the beneficiaries of this service, as a result of some reasons which are beyond the fulfilment of the Licensor’s obligations.
Available Content – consists in all the information, documents, files, images, video files or software programs which are uploaded, provided, promoted or offered by the Licentiate or by a third party, other than the Licensor on the App.
2. Description, registratiton and access
Art.1. The Subject of the Contract
1.1. The subject of the contract is represented by the acquirement of the Licentiate’s right from the Licensor of nonexclusive usage for the KNOLYX app, which is available as a software program on the app website, as well as for the additional services, according to the Terms and Conditions of the contract.
Art. 2. The necessary age to access the App
2.1. In order to agree to the Terms and Conditions, the Representative has the obligation to confirm that he is at least 18 years old and that he has the attribution to accept the contractual rights and obligations on the Licensor’s behalf and responsibility.
2.2. The app is available even to people under the age of 18, through the Subsequent Accounts, but the entire responsibility related to their access to the Available Content on the App devolves upon the Licentiate and upon the provider of the Available Content.
Art. 3. The Registration
3.1. In order to be granted access to the App, the Representative has the obligation to provide the Licensor with the data related to the Licentiate, as well as to the Representative, as it follows: the name of the company, the social headquarters, the last name, the first name, the representative’s post, the identification number of the company and the tax code, the e-mail address and the phone number of the company/of the contact person of the company, as well as with other identification information.
3.2. Furthermore, according to the chosen payment method, the Representative has the obligation to deliver certain information related to the Licentiate’s credit card or Paypal account.
3.3. The representative takes responsibility for the fact that all the provided information corresponds to the truth, that he owns the right to represent the Licentiate and that he does not register using a pseudonym or other false information or information which he does not have the right to use.
Art. 4. The Access to the App
4.1. The Licentiate will be informed about the technical specifications related to the type of subscription he has chosen at the conclusion of the contract, from the description of all the available types of subscription and of the specific functions/facilities, on the website.
4.2. The Licentiate’s access to the app is activated at the same time when he is provided with the user name and with the password by the Licensor in order to access the administrator account.
4.3. The Licentiate is responsible to respect the privacy and the security of the data related to the Administrator Account and to the Subsequent Accounts. The Licensor is not responsible for any loss or damage which results from the unauthorised access or usage of the Administrator Account or of the Subsequent Accounts, except for the case when the access or the usage has happened as a result of neglecting the contractual obligations which devolve upon the Licensor.
Art. 5. The date of the conclusion of the Contract and the term
Art. 5.1. The contract is concluded on the date when the Licentiate expressed his agreement to the content of the Terms and Conditions.
3. Free trial & technical assistance
Art. 6. “Free trial” term
Art. 6.1. The licentiate may choose a 14 day term of „Free trial”, which grants him free and limited access to the services and to the functions of the App.
Art. 6.2. During the „Free trial” term, the Licentiate has the possibility of terminating the contract, without having the obligation to respect a notice period.
Art. 6.2. All the other obligations mentioned in the Contract, including those related to the responsibility of the Licentiate in case some stipulations from the content of the Terms and Conditions are not respected, are applicable inclusively during the „Free trial” term.
Art. 7 License fee
Art. 7.1. In order to be granted the right of nonexclusive usage of the App, the Licentiate will pay the sums mentioned on the website, including the royalty payment, at the moment of the registration, whose quantum differs according to the chosen type of subscription and to the extra services.
Art. 7.2. The entire quantum of the Royalty payment consists in a constant monthly sum and a sum which may vary according to the following agents:
the maximum number of Active Accounts which are available simultaneously during a one-month interval, corresponding to the billing period;
the storage capacity of data (Storage) which the Licentiate has access to;
the amount of uploaded / downloaded data using the Streaming service;
the number of hours that was used for certain services which require a calculation method, such as the training of the employees (training).
Art. 7.3. During the contractual term, the Licentiate may choose extra services which are offered by the Licensor or he may renounce some of his previously chosen services. The Licentiate’s choice will not lead to any changes on the sums which are owed until that moment.
Art. 8 Technical assistance
8.1. During the contractual term, the Licensor has the obligation to assure the Licentiate’s technical assistance which is necessary for the usage of the App in safe conditions.
8.2. The technical assistance consists in the solving of any issues, which are not under the incidence of the art. 8.7. related to the service and which the users mentioned in the art. 8.4. may encounter after the usage of the App, and of the difficulties caused by inserting the wrong data, by the erroneous file manipulation, operating difficulties or of any other issue which may be included in the technical specifications available on the website.
8.3. The licensor will provide free technical assistance within the number of hours which are mentioned on the website, according to the chosen type of subscription.
8.4. The technical assistance service will be used only by the owner of the Administrator Account, as well as by the owners of the Subsequent Accounts who have been granted access to this service by the Licentiate through the accounts setup. The Licentiate will have the obligation to pay for the equivalent of the technical assistance services which have been requested both through the Administrator Account and through the Subsequent Accounts, if he has expressed his approval in this regard.
8.5. The technical assistance will be granted according to the cause and to the urgency of the issue, through phone or e-mail, within 48 hours from the request of the assistance.
8.6. In order to establish the number of technical assistance hours which will be billed according to the art. 8.3., the following criteria will be taken into consideration, according to how the technical assistance has been granted: (i) on the phone – the duration of the call; (ii) e-mail – firstname.lastname@example.org minutes/page or the time which has been necessary to write the e-mail.
8.7. During the contractual term, the Licensor will grant for free any maintenance services which are necessary to solve any dissimilarities between the technical specifications provided by the Licensor and the actual operation of the App.
Art. 9. Term and method of payment
9.1. Should the Licentiate not pay on time for the invoices which have been issued by the Licensor, delay penalties will be estimated in amount of 0,01% from the debit for each day of delay, and, this way, the penalties may be even higher than the initial debit.
9.2. Should the Licentiate delay the payment of the invoice for 10 days after the due date, the Licensor has the right to limit or to suspend the right of usage of the App by the Licentiate at any time, without any notification or without performing any other procedures, until the full payment of the initial debit and of the delay penalties which have been caused by the delay of the payment. The Licentiate has the obligation to pay all the sums which have been mentioned in the art. 6 and art. 7 of the Contract, inclusively for the month when the cessation / the interruption of the right of usage of the App has occurred, as a result of the non-payment.
9.3. The invoices which have been issued by the Licensor will be sent to the Licentiate on e-mail, as the Licensor has expressed his approval to be sent the invoices electronically.
9.4. The Licentiate devolves upon the payment of any extra costs which may be caused by the payment of the equivalent of the Royalty payment and of the technical assistance services, which include, but which are not limited to the currency conversion fee and to the bank transfer fee.
5. Terms of usage & property rights
Art. 10 Using the App
Art. 10.1. The Licentiate has the obligation to respect the integrity of the App, not to cause any kind of changes, as he is not allowed to carry out any decompilation, decryption, piracy, modification, creation of derivative products, permutation, deactivation activities or any other operations which may have as effect or purpose the obtaining or the alteration of the source code, and not to try any of these or allow, consent or authorize a third party, as these represent the violation of the Licensor’s right of intellectual property.
Art. 10.2. The Licentiate is forbidden the unauthorized access to other accounts on the App, which he has not been granted the access password for by the Licensor or that has not been created by the Licensor, and he is also not allowed to try to get hold of any data or information which is available on other administrator accounts or subsequent accounts of other Users.
Art. 10.3. The Licentiate takes the risk in connection with the quality and the performance of the App, as the Licensor is not responsible, in any circumstances, for any kind of damage, including direct or indirect damages, caused by the quality or by the performance of the App.
Art. 10.4. The Licentiate is responsible that every user of the Subsequent Accounts should respect the integrity of the App as it has been previously described and any violation of the rights related to the integrity of the App, as a result of the access or of the usage of a Subsequent Account, will have the same consequences as if it had been caused by the Licentiate.
Art. 10.5. The Licentiate will only use the App for personal interest, without having the right to transfer, to sell, to license, to estrange the access to the app under any circumstances, inclusively to transfer the username and the password which were granted by the Licensor under any name.
Art. 10.6. The Licentiate is responsible for all the collecting, registration, organization, processing and storage of the data activities on the App.
Art. 11. The Available Content
Art. 11.1. On the App, the Licentiate has the possibility to upload, promote, share, commercialise, access, use or download (which are collectively called „Use”) the Available Content, according to the chosen type of Subscription. The Licensor does not check or control the Available Content on the App and he is not responsible for any damages caused by its usage.
Art. 11.2. The Licentiate is responsible for the entire Available Content which he uses and which infringes copyright, brand right, trade secret, patents or any other intellectual property rights of a third party. The Licentiate has the obligation to compensate the Licensor for any damages or charges (including the lawyer’s fee) which have been caused directly or indirectly by the usage of the Available Content by the Licentiate, while violating the rights of a third party.
Art. 11.3. Through the App, the Licentiate has the opportunity to conclude other license contracts with a third party regarding the Available Content. The Licensor is not a part of these contracts and he operates neither as an agent, nor as a middleman regarding the conclusion of such contracts. The contracting parties take the entire responsibility for the rights and for the obligations which are established in these contracts.
Art. 12 The Feedback
Art. 12.1. By sending any piece of information, idea, document or file (which are collectively called „Feedback”) to the Licensor in connection with the functioning of the App, including but without being limited to technical issues or suggestions regarding solutions to the current issues, or any other changes which may make a difference to the App, the Licentiate offers to the Licensor a nonexclusive, transferable, permanent and free license right regarding the content of the Feedback, on the basis of which the Licensor has the right to copy, share, adjust, transform, translate, create derivative works, publish and commercialise the result of the implementation of the Feedback which has been sent by him.
Art. 13 The property rights over the data on the App
13.1. The Licentiate will introduce on the App, after accessing the Administrator Account, precise data which corresponds to the available fields, including personal data related to the users of the Subsequent Accounts, as the Licentiate is the owner and the responsible one of this data, starting with the date when they were created. Any access, modification, processing or sending activity of the data to a third party will be carried out only with the Licentiate’s approval.
13.2. The Licentiate has the right to save the data on the App or to carry out any changing, processing or deleting activity of this data.
13.3. The Licentiate has the obligation to save the information which is introduced on the App during the contractual term and to safely archive or delete the information, according to the rules regarding the security of personal data.
13.4. Within 60 days from the termination of the contract, the Licensor will delete all the data which has been entered by the Licensor through the responsible representatives from the App, except for the situation when the parties do not establish another method.
13.5. The Licentiate claims that he respects the applicable legislation and that he owns all the agreements and the authorisations which are necessary for the usage of the app and for the creation of the database on the app, inclusively those which are mentioned in the Law No. 677/2001 in connection with the safety of the personal data and with free circulation of this data, implementing appropriate technical and organisational procedures, in order to respect the privacy and the integrity of the personal data, as he has the responsibility to respect the rights of the individuals whose data is analysed, the privacy and the safety of the data outside the app. The Licentiate has the obligation to show to the Licensor, at his request, anytime during the contractual term, as well as after the termination of the contract, the written agreement of the users of the Subsequent Accounts or of their legal representatives. Should the Licentiate not get hold of or show this agreement, he will be responsible to cover the damages which have been caused to the certain individual, as well as to the Licensor.
Art. 14 The safety and the privacy of the data
14.1 The Licensor agrees to the fact that the data and the information on the App represent the possession of the Licentiate and that they are private, and he will access them only to guarantee the functionality of the App or to grant access to the owners of the Subsequent Accounts.
14.2. The Licensor will sign various privacy agreements, in connection with the data and the information which may be accessed by the Licensor during the contractual term, with the staff that is involved in the fulfillment of the contractual obligations.
14.3. The Licensor has the obligation not to reveal any passwords, access codes or any other data or information which has been sent by the Licentiate and to assure himself that these are used by the employees only for the fulfillment of the contractual obligations.
Art. 15 The Intellectual property rights over the App
15.1. The Licensor is the sole owner of all the rights over the app, meaning over the programs, the apps, the up-dates, the brands, the drawings, the know-how and the copyright elements.
15.2. The Licentiate is offered a right of nonexclusive usage of the app by the Licensor through the terms of this contract.
15.3. The Licentiate is forbidden to carry out or to allow the carrying out of any decompilation, copying/unauthorized usage, modification, translation, creation of derivative products, permutation activities or any other unauthorized interventions which may have as an effect the acquirement/alteration of the source code, as these are all considered to be violations of the Licensor’s intellectual property rights.
15.4. The Licentiate will not use the programs, the data and/or the pieces of information which are included in the app in order to lease them to a third party or for any other services of direct exploitation by the third party, unless a separate agreement is signed with the Licensor.
15.5. The Licensor states that:
he is the sole owner of the patrimonial intellectual property rights over the App;
the App presents the particularities of a genuine creation, which is sensitive to meeting the public and able to be expressed concretely according to the Law No. 8/1996 regarding the copyright and the related rights, and the Licentiate is cleared of any responsibilities regarding the litigation which is caused by the violation of the intellectual property rights by a third party;
the right of usage of the App which is granted to the Licentiate does not come into collision with any other commitment, agreement or contract which has been previously concluded by the Licensor;
the App does not include any other hidden collecting/processing/delivery of information functions or any other follow-up codes which may cause the deliberate damage of the data, of the programs or of the equipment/system which is used to access the app.
15.6. The Licensor guarantees that the app was created using a fair level of experience and qualification regarding the ordinary operations in this particular field.
15.7. The Licensor does not guarantee and is not responsible for any delays of delivery or for not receiving the data and the information, as a result of the lack of connection or because of any other reasons that are related to the virtual environment, which is used for the delivery, or to its security.
15.8. The Licensor cannot be considered responsible for any kind of direct, indirect, subsequent or accidental damages which have appeared as a result of the exploitation or of the incapacity of proper usage of the App.
15.9. Under no circumstances will the Licensor’s responsibility exceed the amount of money which has been paid for the App by the Licentiate.
6. Modification & termination of the contract
Art. 16. The Modification of the Contract
16.1. The Licensor is recognised to have the right to change the terms of the contract, inclusively those regarding the price or the services. In these circumstances, the Licensor has the obligation to inform the Licentiate in connection with the changes, at least 60 days before they come into operation.
16.2. Should the Licentiate not notify the Licensor that he does not desire the contract to be extended within 30 days from the notification, the changes which have been suggested by the Licensor are considered accepted by the Licentiate.
Art. 17. The Termination of the Contract
17.1. The contract may be terminated in any of the following methods:
a) through unanimous will of the Parties, on the basis of a written agreement on the date which is mentioned in the content of the agreement;
b) through the notification of any of the Parties, with a notice of at least 30 days;
c) through unanimous annulment without the release of a notice of the Contract by the Licensor, which is delivered if the Licentiate violates any of the obligations which are mentioned in Art. 10 regarding the integrity of the App. The annulment of the contract will be immediate, without any delays, without following any prior procedures and without the intervention of the court.
d) through unanimous annulment by the Licensor, if the Licentiate violates any of his contractual obligations (except for the one which is mentioned in Art. 17.1, point c), with a 10-day notice. The notice which is electronically sent by the Licensor is also considered a written notice. The annulment of the contract will be immediate, without any delays, without following any prior procedures and without the intervention of the court.
e) through the annulment of the contract by the Licentiate if the Licensor does not respect or if he only partially respects one of his obligations, by acting in accordance with the following method. The Licentiate will notify the other party regarding the obligation, which has not been respected or has been only partially respected or with a certain delay, is susceptible to the annulment of the contract, but he will also grant a 10-day remedial period. If, after the 10-day remedial period, the Licensor has not rectified the obligation which has not been respected or which has been improperly respected/with a certain delay, the Licentiate has the right to perceive the contract as terminated, without following any prior procedures and without the intervention of the court.
17.2. The annulment of the Contract, caused by any reason, does not modify the obligations which are due until the termination or the obligations which are available even after the termination of the contract.
17.3. Should the Contract be suspended through unanimous annulment from the Licensor or as a result of the annulment because of the Licentiate, the termination of the Contract will have the following consequences:
The Licentiate owes the royalty from that month, no matter what the date of the annulment is, and the cost of the offered technical assistance to the Licensor;
The Licentiate will immediately suspend the usage of the App and the Licensor has the unlimited and the unconditional right to block the access and the usage of the app by the Licentiate.
Art. 18 Notifications
18.1. Any notification related to this Contract which is sent from one Party to the other one will be considered validly fulfilled if it is sent through any of the following ways: by mail/by courier services with a proof of receival, by email or by fax, using the information which was mutually shared on the conclusion of the contract.
18.2. The Licensor may send valid notifications to the Licentiate even by posting them on the electronic system on the App.
18.3. Any changes regarding the contact details of the Parties will be made known to the other Party and, otherwise, the notifications made at any of the initial coordinates will be considered correctly done.
Art. 19 Final terms
19.1. Neither of the Parties will be considered responsible for the entire or the partial non-fulfilment or for the faulty or delayed accomplishment of the obligations which are accepted through the Contract, if this has been caused by a major situation. In major situations, the Party which cannot respect his contractual obligations will notify the other Party on paper as soon as possible and will take action in order to limit the damages which may appear.
19.2. Any obligation of a Party not to carry out a particular activity will be interpreted extensively and will include the obligation of the Party not to allow or to ease its execution by a third Party.
19.3. Should any of the clauses of the contract become null or irrelevant, its nullity or irrelevance will not cause any changes over the other clauses, as the clauses of the contract are perceived as divisible.
19.4. The Parties will try to solve in a peaceful way any misunderstandings regarding the availability of the obligations, the analysis, the carrying out or the termination of the Contract, and, otherwise, any litigation will be settled by the court from the Licensor’s headquarters.
19.5. The contract is controlled by the Romanian Law.
19.6. The Contract represents the agreement between the parties in connection with the clauses which are included and it will prevail over any previous agreement and over all the promises, statements, guarantees and other written or verbal allegations, which have been made by or in the name of the other party or which are included in any file that has been given to the other party regarding these aspects.
19.7. All the extensions to the Contract are an integral part of it.