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Kinesis CI

Legal Policies

End User License Agreement (“Agreement”)

IMPORTANT NOTICE

PLEASE READ THE BELOW TERMS OF THIS AGREEMENT CAREFULLY BEFORE PROCEEDING. ALL INTELLECTUAL PROPERTY RIGHTS SUBSISTING IN THE SOFTWARE, INCLUDING DOCUMENTATION ARE OWNED BY US. THE SOFTWARE CAN ONLY BE DOWNLOADED UNDER THE CONDITION THAT YOU ACCEPT ALL TERMS CONTAINED IN THIS LICENCE AGREEMENT. IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, PLEASE DO NOT DOWNLOAD THE SOFTWARE. BY DOWNLOADING AND USING THE SOFTWARE YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS IN THIS AGREEMENT. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN AGREEMENT SIGNED BY YOU AND LEGALLY BINDING BETWEEN YOU AND KINESIS CI LTD. IF YOU WISH TO USE THE SOFTWARE AS AN EMPLOYEE, CONTRACTOR, OR AGENT OF A CORPORATION, PARTNERSHIP OR SIMILAR ENTITY, THEN YOU MUST BE AUTHORIZED TO SIGN FOR AND BIND THE ENTITY IN ORDER TO ACCEPT THE TERMS OF THIS AGREEMENT AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT AND AUTHORITY TO DO SO.

You acknowledge and agree that Kinesis CI may modify the terms and conditions of this Agreement at any time in accordance with Clause 18 below.

1. DEFINITIONS

1.1 “The Software” or “Software” means the software program and related documentation covered by this Agreement.

1.2 “We”“us” and “our” means Kinesis CI Ltd.

1.3 “You” means the individual or entity seeking to use the Software (the licensee).

1.4 “Third Party Code”means software components which are licensed from third parties, including components subject to the terms and conditions of “open source” software licenses (“Open Source Software”). To the extent required by the license that accompanies the Open Source Software, the terms of such license will apply in lieu of the terms of this Agreement with respect to such Open Source Software, including, without limitation, any provisions governing access to source code, modification or reverse engineering.

1.5 “Effective Date” means the date of you first ordering the Software via the Order Form or the initial Delivery date of the Software, whichever is earlier.

1.6 “Authorised User” means those individuals for whom the applicable license fees have been paid and are authorised by you to install and/or use the Software.

1.7 “Contractor” means third parties who perform services related to this Agreement for you.

1.8 “Affiliate” means each legal entity that is directly or indirectly controlled by you on or after the Effective Date and for as long as such entity remains directly or indirectly controlled by you.

1.9 “Documentation” means the applicable documentation of the technical specifications and any product help provided by us, published on our website or other any other domain and updated from time to time.

1.10 “Order Form” means any ordering documents, online registration, order descriptions or order confirmations referencing this Agreement.

2. SOFTWARE PLANS

We make available the Software through evaluation version (“Evaluation Version”) and paid plans (“Paid Plan”). Current plans are described at Kinesis CI’s website and your specific plan will be identified in the Order Form presented when you order or pay for the Software. Your permitted scope of use, such as features available, and the number of Authorised Users as well as Support and Maintenance, depends on your selected plan and will be specified on the applicable Order Form.

3. LICENCE

3.1 This Licence Agreement contains the terms on which we permit you to use the Software.

3.2 You only have the right to use the Software if the Software has been licensed to you by us or by our authorised distributor or if you have received a valid assignment from someone else (a “Former Owner”).

3.3 If you do not have a right to use the Software as set out above, you must not use it, or attempt to assign or grant any licence to anyone else. If you attempt to do so, you will be breaking the law and you may be subject to criminal proceedings.

3.4 If you received the Software from a Former Owner, you cannot obtain any greater rights to use the Software than they themselves had. If you fail to obtain the rights you expected, your remedy will be to issue proceedings against the Former Owner. For example, if the Former Owner did not hold a valid licence you will obtain no rights to use the Software from him or her.

3.5 If you downloaded the Software from our website and ordered a trial license (“Trial License”) to the Evaluation Version (“Evaluation Version”) of the Software, you may install and use one copy of the Evaluation Version Software solely for the purpose of evaluating the Software to determine whether to purchase a non-Evaluation Version copy of the Software. You may not use

the Evaluation Version for any other purposes, including but not limited to competitive analysis, commercial, professional, or for-profit purposes. You may only use the Evaluation Version for thirty (30) days from the date you activate and/or register the Trial License. Unless you pay the applicable license fee for the Software, the Evaluation Version may become inoperable and, in any event, your right to use the Evaluation Version Software automatically expires at the end of the Evaluation Period. Notwithstanding any other provision of this Agreement, the Evaluation Version Software is provided “as is” without warranty or support of any kind, express or implied.

4. GRANT OF LICENSE

4.1 If you have a valid right to use the Software as set out above, you may use the Software providing the use falls within the permitted use set out below and for no other purpose. Your licence, for which you have been issued a Licence File by us or an authorised distributor is limited, non-transferable and non-exclusive and does not permit you to sub-license.

4.2 The Software may be used in accordance with the Documentation, the number of Authorised Users, on the platforms and configurations or any other restrictions mutually agreed upon by you and us. You may allow your Contractors and Affiliates to use the Software in accordance with this Agreement, provided you shall remain liable for all acts and omissions of your Affiliates and Contractors as if their acts or omissions were your own.

4.3 Licenses are granted on an Authorized User basis and may be reassigned between uniquely identified individuals over time, but may not be reassigned so frequently as to enable the sharing of a single license between multiple users. The total number of Authorised Users who can use the Software must not exceed the number of licenses purchased.

5. ELECTRONIC DELIVERY

All Software shall be delivered by electronic means. Software shall be deemed delivered when it is made available for you to download (Delivery).

6. PERMITTED USE

6.1 This Licence Agreement authorises you to load the Software into and use it on a single computer which is under your control. If you wish to transfer the Software from one computer to another, you must erase the Software from the first hard drive before you install it onto a second hard drive.

6.2 You may copy the Software for backup, archival and other security purposes provided that you keep the original and each copy in your possession, that your installation and use of the Software falls within the permitted use set out in this Licence Agreement and that all copyright notices and any other proprietary notices found on the original are reproduced on any such copies or partial copies.

6.3 This Licence Agreement allows you to transfer the Software to another person, on a permanent basis only, provided that all copies of the Software are transferred to that person and/or copies not transferred are destroyed and that the other person agrees to the terms of this Licence Agreement. In this event the licence of the Software to you will automatically terminate.

7. RESTRICTIONS OF USE

You may not, nor permit others to:

7.1 rent, lease, sub-license, assign, transfer or distribute the licence or the Software except as permitted by this Licence Agreement;

7.2 create derivative works based upon the Software or any part of it or remove, obscure or vary any proprietary notices on or in the Software;

7.3 disassemble, decompile, reverse engineer, modify or otherwise tamper with the Software; or attempt to reconstruct any source code, underlying ideas, algorithms, file formats or programming interfaces of the Software or Third Party Code by any means whatsoever, except to the extent expressly permitted by applicable law (and then only upon advance notice to us)

7.4 publicly disseminate performance information or analysis relating to the Software;

7.5 circumvent or remove any form of Licence File or copy protection used by us in connection with the Software by any means, or use the Software together with a Licence File or other copy protection not supplied by us

7.6 use the Software to develop a product which is competitive with any of our products

7.7 remove any product identification, proprietary, copyright trademark, service mark, or other notices contained in the Software

7.8 enable access to the Software for a greater number of Authorised Users than the total quantity of licenses purchased or reassign license rights between Authorised Users so frequently as to enable a single license to be shared between multiple users

8. UNDERTAKINGS

8.1 You undertake to ensure that any third party is made aware of the terms of this Licence Agreement before using the Software.

8.2 You undertake to hold all data (including object and source codes), specifications and all other information relating to the Software, confidential and not disclose it, during the term of this Licence Agreement or after its expiry directly or indirectly, to any third party without our written consent.

9. OWNERSHIP

We have and will retain all rights, title and interest (including, without limitation all copyright, trademark and other intellectual property rights) to the Software and all copies, modifications and derivative works thereof. For the avoidance of doubt this shall include any changes which incorporate any of your ideas, feedback or suggestions. You acknowledge that you are obtaining only a limited license right to the Software and that irrespective of any use of the words “purchase”“sale” or similar terms hereunder no ownership rights are being conveyed to you under this Agreement or otherwise.

10. PAYMENT

You shall pay all fees associated with the Software licensed and any services purchased. All payments shall be made in the currency noted on the applicable electronic invoice issued by us to you within thirty (30) days of the invoice date. Except as expressly set forth herein, all fees are non-refundable once paid.

11. INTELLECTUAL PROPERTY

We own the copyright, trademark and other intellectual property rights in connection with the Software, including all documentation and all copies which you are authorised to make by this Licence Agreement.

12. WARRANTY

12.1 We warrant that for a period of fourteen (14) days the copy of the Software in this package will materially conform to the documentation that accompanies it. The above warranty shall not apply: (i) if the Software is used with hardware or software not authorized in the Documentation; (ii) if any modifications are made to the Software by you or any third party; (iii) to defects in the Software due to accident, abuse or improper use by you; (iv) to any Software provided on a no charge basis

12.2 The Software, including without limitation the Third Party Code and any services are provided “as is”

12.3 We do not warrant that this Software will meet your requirements or that its operation will be uninterrupted or error free

This Licence Agreement does not affect your statutory rights.

13. LIABILITY

13.1 Our entire liability to you in respect of any claim whatsoever or breach of this Licence Agreement, whether or not arising out of negligence, shall be limited to the amount you paid for the Software.

13.2 In no event shall we be liable to you for any damages, including loss of business, loss of opportunity, loss of data, loss of profits or for any other indirect or consequential loss or damage whatsoever arising out of the use of or inability to use the Software, even if we have been made aware of the possibility of such damages. In particular, we accept no liability for any programs or data made or stored with the Software nor for the costs of recovering or replacing such programs or data.

14. TERM AND TERMINATION

14.1 This Agreement commences on the Effective Date and expires at such time as all License Terms and service subscriptions hereunder have expired in accordance with their own terms (the “Term”).

14.2 Unless sooner terminated as provided herein, your license to Software expires at the end of the applicable License Term. License Terms may be renewed if mutually agreed by the parties.

14.3 This Agreement will terminate automatically if you breach of any of its terms or if you destroy the Software and any copies or return the Software to us or your supplier voluntarily.

14.4 Upon termination all rights you have to use and assign the Software will cease and you must destroy or delete all copies of the Software from all storage media in your control.

15. SUPPORT

Subject to the terms and conditions of this Agreement, during the License Term, you may purchase support and maintenance services for the Software as set forth our then-current Support and Maintenance Policies (“Support and Maintenance Services”) and as specified in your Order Form and the scope of the Paid Plans. All Support and Maintenance Services renewals will be subject to the terms and conditions of this Agreement including the then-current Support and Maintenance Policies. An up-to-date copy of the Support and Maintenance Policy is available on our website.

16. CONFIDENTIAL INFORMATION

16.1 Parties agree that all any information, including but not limited to any kind of business, financial, commercial or technical information, know-how and data which has been or will be disclosed by the disclosing party (“Disclosing Party”) to the receiving party (“Receiving Party”) in connection with the Software, constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that at the time of disclosure the information has been identified as confidential by the Disclosing Party, or due to the nature of the information or the circumstances surrounding the disclosure, should be known as be confidential by the Receiving Party, acting reasonably. For the avoidance of doubt Confidential Information includes pricing, documentation or technical or performance information disclosed by us, relating to the Software, and the terms of this Licence Agreement.

16.2 Confidential Information may not be distributed, disclosed, or disseminated in any way or form by you to anyone.

16.3 The nondisclosure obligation shall not apply to information that is (a) at the time of disclosure already in the public domain or becomes available to the public through no breach of any duty to confidentiality, (b) is received by you from a third party free to lawfully disclose such information to the recipient; (c) was in your lawful possession prior to receipt from us as evidenced by written documentation; (d) is independently developed by you without the benefit of any of the Confidential Information as evidenced by written documentation or (e) is required to be disclosed by law, regulation or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to us). You acknowledge that disclosure of Confidential Information would cause substantial harm and we may seek damages.

17. CO-MARKETING

You agree to participate in reasonable marketing activities that promote the benefits of the Software to other potential customers and to use of your name and logo on our website and in promotional materials. You agree that Kinesis CI may disclose you as a customer of Kinesis CI.

18. MODIFICATIONS TO THIS AGREEMENT

18.1 We may modify the terms and conditions of this Agreement (including pricing and plans) from time to time, with notice given to you by email or through the Software. If you have an Evaluation Version, then any modifications will become effective immediately, and if you disagree with the modifications, your exclusive remedy is to terminate this Agreement and cease using the Software.

18.2 If you have a Paid Plan, you must notify us within thirty (30) days of notice of the modifications in writing that you do not agree to such changes, and we (at our choice and as your exclusive remedy) may either: (a) permit you to continue under the prior version of this Agreement until expiration of the then-current License Term (after which time the modified Agreement will apply) or (b) allow you to terminate this Agreement and receive a pro-rated refund of any fees you have pre-paid for use of the Software for the terminated portion of the applicable License Term. Upon any changes to this Agreement, your continued use of the Service after the modifications take effect constitutes your acceptance of the modifications.

19. SEVERABILITY

If any provision of this Licence Agreement is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if this Licence Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.

20. ENTIRE AGREEMENT

This Licence Agreement contains the entire Agreement between us relating to the subject matter and supersedes all proposals, representations, understandings and prior agreements, whether oral or written, and all other communications between us relating to the subject matter.

21. ASSIGNMENT

If you assign this licence you are advised to give the licence certificate to the assignee and to give them evidence that you are a valid assignor. Once you have assigned this licence, you no longer have a right to use the Software and you should destroy any copies you have of the Software (or give them to the assignee) as you will be in breach of copyright by using them.

22. AUDIT RIGHTS

Upon our written request, you shall certify in writing that your use of the Software is in full compliance with the terms of this Agreement and provide a current list of Authorized Users. With reasonable prior notice, we may audit your use of the Software, software monitoring system and records, provided such audit is during regular business hours. If such inspections or audits disclose that you have installed, accessed or permitted access to the Software in a manner that is not permitted under this Agreement, then we may terminate this Agreement pursuant to Clause 14 and you are liable for the reasonable costs of the audit in addition to any other fees, damages and penalties we may be entitled to under this Agreement and applicable law.

23.FORCE MAJURE

Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events that occur after the signing of this Agreement and that are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency.

23. SURVIVAL

Provisions regarding warranties, limitations of liability, governing law, confidentiality and severability will survive the expiration or termination of this Agreement.

25. GOVERNING LAW AND JURISDICTION

This agreement shall be governed by and construed in accordance with the law of England and Wales and the parties submit to the exclusive jurisdiction of the courts of England and Wales.

KINESIS CI CONTACT INFORMATION

Kinesis CI Ltd.
77 High Street
Littlehampton
BN17 5AG
United Kingdom