1. PARTIES, STATUS AND FORMATION
This Data License Agreement (the "Agreement") is entered into between Starux GmbH, a Swiss limited liability company registered at St. Gallen, Switzerland under company number CHE-172.944.998 ("Licensor"), and Example Research GmbH of DE, represented by Max Mustermann ([email protected]) ("Licensee"). The Agreement takes effect on yyyy-mm-dd (the "Effective Date").
Licensee declares that it enters into this Agreement in a commercial, professional, academic or public-sector capacity and is not a consumer for the purposes of Swiss or European Union consumer-protection law. Where Licensee is a natural person acting on behalf of an organisation, that person represents that they are authorised to bind the organisation.
Formation by payment (click-through acceptance): Licensee is presented with the full text of this Agreement on Licensor's website before checkout. Licensee concludes the Agreement by completing payment for the Dataset through Licensor's authorised payment provider (Stripe). Completion of payment constitutes Licensee's unconditional acceptance of this Agreement in its entirety and, under articles 1, 6 and 11 of the Swiss Code of Obligations, creates a binding contract. No handwritten or electronic signature from Licensee is required to form or prove this Agreement; Licensor has countersigned the delivery copy for its own records and for Licensee's convenience.
2. DEFINITIONS
"Dataset" means Security Reasoning Corpus (CTF-ZD-001), the version current as of the Effective Date, comprising the structured records, the schema, the taxonomy, the documentation and any enrichment artifacts delivered by Licensor.
"Records" means the individual entries within the Dataset.
"Research Output" means models (including weights, adapters and checkpoints), evaluation reports, academic publications, demonstrations and analyses produced by Licensee using the Dataset.
"Derivative Work" has the meaning given in section 3 where applicable to this tier.
"Affiliate" means any legal entity that directly or indirectly controls, is controlled by, or is under common control with Licensee, where "control" means ownership of more than 50% of the voting interests.
3. GRANT OF LICENSE - RESEARCH
Subject to continuing compliance with this Agreement, Licensor grants Licensee a non-exclusive, non-transferable, non-sublicensable, worldwide, perpetual license to:
(a) access, store and use the Dataset on Licensee's internal systems;
(b) use the Dataset to train, fine-tune, evaluate and study machine-learning models strictly for non-commercial research purposes;
(c) produce Research Output, including derived artifacts such as model weights and evaluation reports, provided such artifacts do not reconstruct or enable the reconstruction of Records.
For the purposes of this tier, "non-commercial research" means research not primarily intended for or directed at commercial advantage or monetary compensation. Use by individual researchers at for-profit organisations is permitted only where the individual research is disseminated publicly and not embedded in a commercial product.
4. PERMITTED USE
Licensee may (i) use the Dataset solely within the single academic or non-profit research institution identified above, and may extend access to individual Researchers formally affiliated with that institution; (ii) cite the Dataset in peer-reviewed publications and academic reports; (iii) share anonymised aggregate statistics about model performance; and (iv) retain the Dataset indefinitely for reproducibility of previously-published Research Output. Licensee shall not use the Dataset, or any Research Output, for any commercial purpose, including embedding in commercial products, providing services to paying customers, or licensing to third parties.
5. PROHIBITED USE
Licensee shall not:
(a) redistribute, sell, sublicense, publish, mirror or otherwise make the Dataset, in whole or in part, available to any third party except as expressly permitted by section 3;
(b) publish any Record, or any substantial portion of any Record, verbatim outside Research Output;
(c) use the Dataset to target, probe, exploit or otherwise attack any system, network, service or asset that Licensee or its personnel is not expressly authorised in writing to test; any such use is also prohibited under articles 143-147 of the Swiss Criminal Code and corresponding laws in other jurisdictions;
(d) use the Dataset or any Research Output to develop offensive cyber-weapons, malware-as-a-service, or any product or service whose primary purpose is to facilitate unauthorised access to computer systems;
(e) attempt to identify any natural person referenced in the Dataset beyond publicly-known authorship attributions already present in the Records;
(f) remove, obscure or alter any proprietary notices or attribution embedded in the Dataset.
6. INTELLECTUAL PROPERTY
Licensor retains all right, title and interest in and to the Dataset, the schema, the taxonomy, all associated documentation and any goodwill attaching to them. No rights are granted by implication or by estoppel. Research Output that does not reproduce Records in a form from which the Dataset could be reconstructed is Licensee's property, subject to the attribution obligation set out in section 14.
7. DATA PROTECTION
In connection with the purchase, Licensor processes limited personal data about Licensee (name, company name, billing email, billing country, tax identification) as a controller under the Swiss Federal Act on Data Protection (FADP) and, where applicable, the EU General Data Protection Regulation (GDPR), for the purposes of concluding and performing this Agreement, invoicing, fraud prevention and statutory record-keeping. The Dataset itself does not contain personal data intended to identify natural persons. Licensor's privacy notice at https://hqdata.com/privacy applies.
8. WARRANTIES AND DISCLAIMER
Licensor warrants that (a) the Dataset is delivered substantially as described on the CTF-ZD-001 page at the time of purchase and (b) Licensor has the right to grant the license described in section 3. Except for the warranties expressly stated in this Agreement, THE DATASET IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY OR COMPLETENESS. STATUTORY WARRANTIES UNDER ARTICLES 197 ET SEQ. OF THE SWISS CODE OF OBLIGATIONS, AND ANY CORRESPONDING PROVISIONS UNDER OTHER APPLICABLE LAWS, ARE EXCLUDED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
9. LIMITATION OF LIABILITY
Subject to the carve-outs below, Licensor's aggregate liability under or in connection with this Agreement, whether in contract, tort (including negligence), misrepresentation, restitution or otherwise, shall not exceed the fees paid by Licensee for the Dataset under this Agreement. Licensor shall not be liable for any indirect, incidental, consequential, special or punitive damages, or for loss of data, profits, revenue, goodwill or anticipated savings, however caused.
The limitations in this section do not apply to: (a) liability for unlawful intent or gross negligence, which cannot be excluded under article 100(1) of the Swiss Code of Obligations; (b) liability for death or personal injury caused by Licensor's negligence; (c) liability arising from Licensor's fraud or fraudulent misrepresentation; or (d) any liability that cannot lawfully be limited or excluded under applicable law. For claims arising from slight negligence, the parties agree that the exclusion in this section is reasonable given the fees paid and the nature of the Dataset.
10. INDEMNIFICATION
Licensee shall indemnify, defend and hold harmless Licensor and its officers, employees and agents from and against any claim, demand, loss, damage, cost or expense (including reasonable legal fees) arising out of or relating to (a) Licensee's breach of this Agreement, (b) Licensee's use of the Dataset outside the scope of the License Grant, or (c) any Research Output published, distributed or deployed by Licensee.
11. TERM, TERMINATION AND NO RESCISSION
This Agreement takes effect on the Effective Date and continues perpetually for the Dataset version delivered, unless terminated under this section. Either party may terminate this Agreement for material breach upon written notice that is not cured within thirty (30) days of receipt, except that a breach of section 5 (Prohibited Use) permits immediate termination without cure, and entitles Licensor to seek injunctive relief without posting bond. This Agreement terminates automatically if Licensee (i) becomes insolvent, (ii) files for bankruptcy or enters composition or liquidation proceedings, or (iii) undergoes a change of control (direct or indirect transfer of more than 50% of voting interests) without Licensor's prior written consent.
Licensee may cease using the Dataset at any time, but is not entitled to a refund of fees already paid: the Dataset is a non-returnable digital work delivered in full upon execution of the secured download URL provided at delivery. Licensee acknowledges that Swiss law does not confer a statutory cooling-off or rescission right in respect of digital content supplied to a non-consumer Licensee and, to the extent any such right might otherwise apply, Licensee waives it by accepting this Agreement.
Sections 5, 6, 7, 8, 9, 10, 12, 13, 14, 16, 17, 19, 20 and 21 survive termination.
12. CONFIDENTIALITY
The Dataset is Licensor's confidential information. Licensee shall protect the Dataset with at least the same degree of care Licensee uses to protect its own confidential information of similar sensitivity, and in no case less than a reasonable standard of care. This obligation survives termination of this Agreement.
13. EXPORT CONTROLS, SANCTIONS AND ETHICAL USE
The Dataset contains security research content that may be subject to the Swiss Goods Control Act (GKG) and corresponding dual-use export regulations. Licensee represents and warrants that (a) it will comply with all applicable export, re-export, sanctions and trade-control laws, including Swiss SECO measures and United Nations Security Council resolutions; (b) it is not located in, under the control of, or a national or resident of any country subject to comprehensive Swiss or UN sanctions, and is not listed on any applicable denied-party list; and (c) it will use the Dataset only for defensive, academic, research, model-training and evaluation purposes and only within lawful jurisdictions.
14. ATTRIBUTION
Public Research Output that relies on the Dataset shall cite Licensor and the Dataset call number (CTF-ZD-001). Recommended citation: "Built on CTF-ZD-001 (Starux GmbH)." Licensor's attribution templates are included with the Dataset documentation.
15. AUDIT
Licensor may, upon at least ten (10) business days' written notice and no more than once per twelve-month period, audit Licensee's compliance with this Agreement, either remotely or at Licensee's premises during business hours. Audits are conducted at Licensor's cost unless a material breach is confirmed, in which case Licensee bears reasonable audit expenses. An audit may not exceed what is necessary to verify compliance and shall not require disclosure of third-party confidential information.
16. FORCE MAJEURE
Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including acts of state, war, terrorism, civil unrest, epidemics, natural disasters, failures of telecommunications infrastructure, or internet-wide outages. The affected party shall promptly notify the other and use reasonable efforts to mitigate. Payment obligations for services already delivered are not excused.
17. NOTICES
Notices under this Agreement shall be in writing and sent by email to the addresses below, and are deemed received upon successful transmission absent a bounce or non-delivery report received within two business days:
Licensor: [email protected] (with copy to [email protected])
Licensee: [email protected]
18. ASSIGNMENT AND THIRD-PARTY RIGHTS
Neither party may assign this Agreement without the other party's prior written consent, except to a successor by merger, acquisition or sale of substantially all assets; any purported assignment in violation of this section is void. Subject to the exception in the preceding sentence, this Agreement is for the exclusive benefit of the parties and their permitted successors; no third party shall have any right to enforce any term. To the extent article 112 of the Swiss Code of Obligations would otherwise confer such rights on third parties, the parties expressly exclude its application.
19. EXECUTION
Licensee's acceptance of this Agreement is effected by completing payment as described in section 1; no signature from Licensee is required for formation, validity or evidentiary purposes. Licensor has countersigned the delivery copy (including by scanned signature embedded in the PDF issued to Licensee). Where applicable, the parties' records (Stripe payment receipt, delivery email, and this countersigned PDF) together constitute sufficient proof of the contract in the written form contemplated by article 11 of the Swiss Code of Obligations. Amendments to this Agreement after formation must be agreed in writing (including by email or electronic signature) by an authorised representative of each party.
20. GOVERNING LAW, JURISDICTION AND LANGUAGE
This Agreement is governed exclusively by the substantive laws of Switzerland, without regard to its conflict-of-laws rules and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). The competent courts of St. Gallen, Switzerland have exclusive jurisdiction over any dispute arising out of or in connection with this Agreement, subject to any mandatory consumer-protection rules that may apply in Licensee's country of residence. This Agreement is drawn up in English; in case of any translation, the English text prevails.
21. MISCELLANEOUS
This Agreement constitutes the entire agreement between the parties regarding the Dataset and supersedes all prior or contemporaneous understandings. Any amendment must be in writing and signed by both parties, including by electronic means as permitted in section 19. If any provision is held unenforceable, the remaining provisions continue in full force and the parties will negotiate in good faith a substitute provision that most closely reflects the original intent. Neither party's failure to enforce any right constitutes a waiver of that right. This Agreement may be executed in counterparts, each of which is an original and all of which together are one instrument.
22. FEES AND REFERENCE
Licensee has paid USD 1,990.00 corresponding to the tier stated in section 3. Payment reference: cs_live_SAMPLE. Tax identification of Licensee, where provided: DE123456789.
23. LICENSE IDENTITY
License ID: HQD-2026-SAMPLE
Dataset: CTF-ZD-001 (Security Reasoning Corpus)
Tier: Research License
Version of Dataset: Current at Effective Date
Issued: yyyy-mm-dd