THIS USER AGREEMENT IS A LEGAL CONTRACT BETWEEN YOU AND KAISPE LLC GOVERNING YOUR USE OF ALL SOFTWARE HOSTED BY KAISPE LLC AND THE SERVICES OUTLINED IN THIS USER AGREEMENT. KAISPE LLC IS UNWILLING TO LICENSE OR OTHERWISE AUTHORIZE YOUR USE OF THE SOFTWARE LICENSED OR THE OTHER SERVICES PROVIDED HEREIN EXCEPT ON THE TERMS CONTAINED IN THIS USER AGREEMENT. YOUR USE OF THE SOFTWARE SHALL CONSTITUTE AN ACCEPTANCE BY YOU OF THE TERMS OF THIS USER AGREEMENT. IF YOU DO NOT WISH TO AGREE TO THE TERMS OF THE USER AGREEMENT, DISCONTINUE ALL USE OF THE SOFTWARE.
In the License Agreement a number of terms is used, in singular or plural form, that start with a capital letter and are defined as the words that are written in italic in this article.
1 Organization: The Organization which makes (portions of) the Software available to Licensee (e.g. because the Licensee works at the Organization which bought the license from (a Partner of) Licensor)
2 Material: To the Software linked material in digital form, including, yet not exclusively: texts, questions, images, videos and animations.
3 License Agreement: this agreement between Licensee and Licensor.
4 Licensor: KAISPE LLC, established in New York, USA or a to this company affiliated venture that makes use of present conditions.
5 Licensee: the natural person who installs the Software and uses the Software and the Material.
6 Software: software made available by the Organization to the Licensee, not being Third Party Software, including documentation.
7 Third Party Software: software of third party suppliers which during the Software installation is installed by Licensee, which software is necessary for using the Software.
- In General. Subject to the terms and conditions of this User Agreement, KAISPE LLC agrees, through a third party vendor, to host the Software and provide certain support services. Use of the Software depends on your compliance with this User Agreement. Subject to the terms and conditions of this User Agreement, the scope of your use of the Software depends on the subscription you purchase.
- Software License. KAISPE LLC hereby grants to you, and you accept, a limited, nonexclusive license to use the Software in object code form only, and the KAISPE LLC Documentation, only as authorized in this Agreement.
- Support Software Licenses.Certain programs contained in the Support Software may be provided with their own license agreements and are licensed under the terms of the agreements provided with them.
Limitation on use of KAISPE LLC Services and Software.
- you are responsible for the evaluation and selection of, as well as for the results obtained from, the KAISPE LLC Software;
- you are responsible for complying with all rules and regulations relating to the KAISPE LLC services sent to you by email or other electronic means as they may be amended from time to time;
- to use the KAISPE LLC services and the Software only for processing your business data and in accordance with the terms and conditions of this User Agreement;
- to permit only authorized users, who possess rightfully obtained usernames and passcodes, to use the Software or to view the KAISPE LLC Documentation;
- not to make the Software, the KAISPE LLC Documentation, or any username or passcode available to any third party, including, without limitation, in any form by rental, service bureau, hosting, time sharing arrangement, or demonstration of the Software to any third party;
- to use your best efforts to cooperate with and assist KAISPE LLC in identifying and preventing any unauthorized use, copying, or disclosure of the Software, the KAISPE LLC Documentation, or any portion thereof;
- not to reverse assemble, reverse compile, or otherwise translate any Software;
- not to use the KAISPE LLC Services in any way that is unlawful, or which harms a KAISPE LLC Party, as determined by KAISPE LLC in its sole discretion;
- not to interrupt, or attempt to interrupt, the operation of the KAISPE LLC Services in any way;
- not to restrict, in any way, any other authorized user from using the KAISPE LLC Services;
- not to attempt to breach the security of the KAISPE LLC Services or the Software;
- not to access, or attempt to access, data belonging to third parties;
- to ensure that anyone who uses the Software (accessed either locally or remotely) does so only for your authorized use and complies with the terms of this User Agreement;
- to notify KAISPE LLC, in writing, as soon as is reasonably possible, if you learn of any actual or threatened infringement or piracy of the Software, or if any infringement or piracy claim is made against you by a party other than KAISPE LLC in connection with your use of the Software;
- to provide accurate, current, and complete information on your legal name, address, email address, phone number, and other information reasonably requested by KAISPE LLC, and to keep such information updated; and
- to be responsible for all electronic communications sent by you to KAISPE LLC
Updates and Upgrades to Software. KAISPE LLC reserves the right to, but shall not be obligated to, provide error corrections, enhancements, upgrades, modifications, and new versions for the Software
Facilities. Except as otherwise expressly stated herein, you are responsible for obtaining, installing, configuring and maintaining all equipment, (including, without limitation, gateways and firewalls), network, software, wiring, power sources, telephone connections, and communications services necessary for inter-connection with KAISPE LLC Services or otherwise for use in conjunction with the KAISPE LLC Services (“Facilities”). You are responsible for ensuring that the Facilities are compatible with KAISPE LLC’s requirements and the Software. KAISPE LLC is not responsible for the availability, capacity, or condition of any Facilities.
Access to KAISPE LLC Services. KAISPE LLC reserves the right to deny access to the KAISPE LLC Services to anyone at any time.
Transmission of Data. You understand that the technical processing and transmission of electronic communications is fundamentally necessary to your use of the KAISPE LLC Services. You expressly consent to KAISPE LLC’s interception and storage of electronic communications, and you acknowledge and understand that your electronic communications will involve transmission over the Internet, and over various networks, only part of which may be owned, operated, or both by KAISPE LLC. You acknowledge and understand that changes to your electronic communications may occur in order to conform and adapt such data to the technical requirements of connecting networks or devices.
Reservation of Rights.
All rights not expressly granted to you pursuant to this User Agreement are reserved to KAISPE LLC.
To the maximum extent permitted by applicable law, you grant KAISPE LLC the right to monitor the Software, the KAISPE LLC Services, and your use of each, and to disclose such information in the event that KAISPE LLC, in good faith, believes it is necessary for purposes of ensuring your compliance with this User Agreement, and protecting the rights, property, and interests of KAISPE LLC Parties.
The subscription fees paid by you are paid in consideration of the license granted and services provided under this User Agreement. Except as stated in Article 7 and Article 8, KAISPE LLC does not refund subscription fees. By accepting this User Agreement you fully understand that once subscription fee payment is made to KAISPE LLC you will have no recourse for receiving a refund of any part of the fees.
Proprietary Protection of the Software.
You acknowledge that the KAISPE LLC Software and the KAISPE LLC Documentation are proprietary to KAISPE LLC, and the KAISPE LLC Software and the KAISPE LLC Documentation are protected under US copyright, trade secret, patent, and trademark laws, and international treaties. You further acknowledge and agree that, as between you and KAISPE LLC, KAISPE LLC owns and shall continue to own all right, title, and interest in and to the KAISPE LLC Software and the KAISPE LLC Documentation, including associated intellectual property rights under copyright, trade secret, patent, or trademark laws. This User Agreement does not grant you any ownership interest in or to the KAISPE LLC Software or the KAISPE LLC Documentation, but only a limited right of use that is revocable in accordance with the terms of this User Agreement.
You may not use, display, reproduce, create derivative works of, re-license, sell, or distribute the Software, or any portion thereof, except as otherwise provided in this User Agreement.
You acknowledge that KAISPE LLC does not grant any license or other right to use any of its trademarks, service marks, copyrightable material, or other intellectual property, except as expressly provided in this User Agreement.
You acknowledge that, in the event of your breach of any of the provisions of this Section, KAISPE LLC will not have an adequate remedy at law. Therefore, KAISPE LLC shall be entitled to obtain an injunction against such breach from any court of competent jurisdiction immediately upon request. KAISPE LLC’s right to obtain injunctive relief shall not limit its right to seek further remedies.
By KAISPE LLC. KAISPE LLC will, at its expense, indemnify and hold you harmless against any claims made by an unaffiliated third party that the KAISPE LLC Software infringes its patent, copyright, or trademark, or misappropriates its trade secret; provided (i) you notify KAISPE LLC, in writing, not later than 20 days after you receive notice of the claim, (ii) you give KAISPE LLC sole control of the defense and any settlement negotiations, and (iii) you cooperate with KAISPE LLC in defending against or settling the claim. KAISPE LLC’s obligation of indemnification will not apply to the extent that the claim is based on (i) your use of the KAISPE LLC Software after KAISPE LLC notifies you to discontinue use due to such a claim; (ii) your combining the KAISPE LLC Software with non-KAISPE LLC product, data, or business process, including third party add-ons or programs; (iii) damages attributable to the value of the use of a non-KAISPE LLC product, data, or business process; (iv) your altering or modifying the KAISPE LLC Software, including any modifications by third parties; or (v) your use of the KAISPE LLC Software in violation of this Agreement. You will reimburse us for any costs or damages that result from these actions.
If KAISPE LLC receives information concerning an infringement or misappropriation claim related to the KAISPE LLC Software, KAISPE LLC may, at its expense and without obligation to do so, either (i) procure for you the right to continue to run the KAISPE LLC Software or (ii) modify the KAISPE LLC Software or replace it with a functional equivalent to make it non-infringing, in which case you will stop using the allegedly infringing KAISPE LLC Software immediately. If, as a result of an infringement or misappropriation claim, your use of the Software is enjoined by a court of competent jurisdiction, KAISPE LLC will, at its option, either procure the right to continue its use, replace it with a functional equivalent, modify it to make it non-infringing, or refund the amount paid and terminate the license granted in this Agreement. This Section 7.a. constitutes your exclusive remedy for third party infringement and trade-secret misappropriation claims.
By You. You hereby agree to indemnify, defend, and hold harmless KAISPE LLC from and against any and all claims, proceedings, damages, liability, and costs (including reasonable attorney’s fees) incurred by KAISPE LLC in connection with any claim arising out of (i) any breach or alleged breach of any of your obligations set forth in this User Agreement, and (ii) your use of the Software, or the use by any party related to you, or any party acting upon your authorization in a manner that is not expressly authorized by this User Agreement, regardless of the type or nature of the claim. You shall cooperate as fully as reasonably required in the defense of any claim. KAISPE LLC reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without the written consent of KAISPE LLC.
Limited Warranties; Disclaimer of Warranties.
KAISPE LLC Software Limited Warranty; Exclusive Remedy. KAISPE LLC warrants to you that the performance and functionality of the KAISPE LLC Software, in all material respects, meet the specifications set forth in the KAISPE LLC Documentation for the KAISPE LLC Software licensed by you. KAISPE LLC does not warrant that the KAISPE LLC Software will be error-free. Your sole and exclusive remedy for KAISPE LLC Consulting’s breach of this limited warranty shall be that KAISPE LLC shall use commercially reasonable efforts to modify the KAISPE LLC Software to meet the performance and functionality specifications, in all material respects, described in the KAISPE LLC Documentation, and if KAISPE LLC is unable to restore such performance and functionality, you shall be entitled to terminate this User Agreement and shall be entitled to receive a pro-rata refund of the subscription fees paid for under this User Agreement for your use of the Software and KAISPE LLC Services for the terminated portion of the term. KAISPE LLC shall have no obligation with respect to a warranty claim unless notified of such claim within 60 days of the first instance of any material performance or functionality issue. Any notice required to be sent pursuant to this Section 8 must be provided electronically to KAISPE LLC at firstname.lastname@example.org
No Virus Warranty. KAISPE LLC warrants that the KAISPE LLC Software and KAISPE LLC Services shall be free of viruses, Trojan horses, worms, spyware, or other malicious code or components.
Warranty of Title. KAISPE LLC warrants to you that KAISPE LLC is the owner of the Software or otherwise has the right to grant to you the license to use the Software as set forth in this User Agreement without violating any proprietary rights of any third parties.
All limitations on liability, damages, and claims are intended to apply without regard to whether other provisions of this User Agreement have been breached or have proven ineffective.
No third party is authorized by KAISPE LLC to make any representation or warranty to you regarding the KAISPE LLC Services or the Software.
You agree that, regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the KAISPE LLC Services and the Software, or this User Agreement, must be filed within one year after such claim or cause of action arose or be forever barred.
Term and Termination.
This User Agreement is effective upon your acceptance of this User Agreement, or upon your accessing and using the Software or the KAISPE LLC Services, even if you have not expressly accepted this User Agreement. This User Agreement shall continue in effect until terminated. Without prejudice to any other rights, this User Agreement will terminate automatically if you fail to comply with any of the limitations or other requirements described in this User Agreement. If you fail to pay the applicable subscription fees, KAISPE LLC shall have the right to restrict, suspend, or terminate your access to the KAISPE LLC Services and the Software in whole or in part, without notice and without liability. You may terminate this User Agreement at any time by providing written notice of your decision to terminate the User Agreement to KAISPE LLC. KAISPE LLC may terminate this Agreement if you breach any term of the Agreement by giving you written notice of your breach and KAISPE LLC decision to terminate the User Agreement. If this User Agreement is terminated, KAISPE LLC reserves the right to refuse to provide access to the KAISPE LLC Services and the Software to you in the future. Once access to the KAISPE LLC Services and the Software has been denied as a result of termination of this User Agreement, KAISPE LLC reserves the right to impose a charge for access to the KAISPE LLC Services and the Software.
Amendment to User Agreement.
KAISPE LLC reserves the right, in its sole discretion, to amend this User Agreement from time to time. If there is a conflict between this User Agreement and the most current version of KAISPE LLC User Agreement, posted at http://www.kaispe.com/license-agreement/, the latter will prevail. Your continued use of the KAISPE LLC Services and the Software following any amendment to this User Agreement shall be conclusively deemed an acceptance of all such amendments.
This License Agreement shall be interpreted and construed according to, and governed by US Law. Disputes or controversy arising out of, or relating to this License Agreement shall be brought before the district court where the Licensor is established.
Unless differently provided, certain obligations, which because of their nature are intended to last after termination of the License Agreement, remain to be effective after its termination. The termination of the License Agreement explicitly does not dismiss Licensee of the provisions concerning liability, intellectual property, governing rights and forum choice.
With regard to Third Party Software the supplier’s (license) conditions of their software applies.