End User Licence Agreement
1.1 The following terms (and their grammatical variants provided the initial letter is capitalised), when used in this Agreement will have the following meanings:
“Customer Data” means data uploaded by you, or collected or produced by, the Services.
“Documentation” means the printed and digital instructions, on-line help files, technical documentation and user manuals made available by Kosy for the Services, including any specification, as amended by Kosy from time to time.
“Fair Usage Policy” means the fair usage policy made available by Kosy, as amended by Kosy from time to time.
“Intellectual Property” means all patents, rights to inventions, copyright and related rights, moral rights, database rights, trade marks and trade names, rights to goodwill and to sue for passing off, rights in designs, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered, and including all applications (and rights to apply) for, and renewals and extensions of and rights to claim priority from such rights and all similar or equivalent rights and forms of protection which subsist or will subsist now or in the future in any part of the world.
“Liable” and “Liability” means any liability arising under, out of or in connection with this Agreement, whether or not foreseeable or in the contemplation of the parties at any time, in or under contract, tort (including negligence), breach of statutory duty, misrepresentation, indemnity, restitution or otherwise.
“Services” means the SaaS-based virtual office platform made available to you by Kosy.
“System Data” means anonymised or aggregated data and other data collected by Kosy regarding your use of the Services.
1.2 Kosy may modify or vary the Services and this Agreement, at any time. You may also be required to comply with the end user terms of Kosy’s licensors, which Kosy will notify to you from time to time. Your sole remedy if you do not accept any change to the Services or this Agreement, or if you do not agree with Kosy’s licensors’ end user terms, is to cease using the Services.
This Agreement will commence on the date you are first given access to the Services and will continue until terminated in accordance with its terms (the “Term”).
3.1 Provision of the Services. Subject to your compliance with this Agreement, Kosy will make the Services available to you pursuant to this Agreement and hereby grants you a non-exclusive, non-transferable, non-sublicensable right and limited licence to access and use the Services for the Permitted Purpose.
3.2 Login Details. You will keep all login and password details in respect of your access and use of the Services confidential, and you will not allow anyone else to access or use the Services using any login or password details assigned to you. In addition, you will use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and will promptly notify Kosy upon becoming aware of any such unauthorised access or use.
3.3 Permitted Purpose. You may only use the Services internally in connection with undertaking day to day tasks made available by the virtual office environment that the organisation you work for operates (“Permitted Purpose”).
3.4 License Restrictions. The rights granted herein are subject to the following restrictions (the “License Restrictions”). You will not directly or indirectly: (a) reverse engineer, decompile, disassemble, modify, create derivative works of or otherwise create, attempt to create or derive, or permit or assist any third party to create or derive, the source code underlying the Services; (b) remove or alter the conditions of use, any copyright notices and other identification disclaimers as they may appear on the Services or the Documentation; (c) make copies, electronic or otherwise, of Customer Data for any external purpose; (d) frame or mirror any part of the Services; (e) attempt to probe, scan or test the vulnerability of the Services, breach the security or authentication measures of the Services without proper authorisation or wilfully render any part of the Services unusable for any user; (f) use or access the Services or Intellectual Property of Kosy: (i) to develop a product or service that is competitive with Kosy’s products or services; or (ii) to engage in competitive analysis or benchmarking against products or services provided by third parties that are similar to the Services; (g) transfer, distribute, resell, lease, license, or assign the Services; (h) allow the Services to become the subject of any charge, lien or encumbrance; or (i) otherwise use the Services: (i) in violation of applicable law; (ii) to infringe or violate third party rights; or (iii) other than in accordance with this Agreement and for the Permitted Purpose.
3.5 Your Responsibilities. You acknowledge that Kosy’s provision of the Services is dependent on you providing all reasonably required cooperation (including the prompt provision of access and materials as reasonably required and any other requirements as may be specified by Kosy from time to time), and you will provide the same in a diligent and timely manner. You will: (a) be responsible for all use of the Services under your account; (b) use all reasonable endeavours to prevent unauthorised access to or use of the Services and Customer Data and notify Kosy promptly of any unauthorised access or use of the same; (c) comply with Kosy’s Fair Usage Policy; and (d) be responsible for obtaining and maintaining any equipment, software and ancillary software, services or data needed to connect to, access or otherwise use the Services, including as set forth in the Documentation. You will be solely responsible for your failure to maintain such equipment, software and services, and Kosy will have no Liability for such failure.
3.6 Withdrawal or Changes. Without prejudice to Section 6, Kosy may withdraw any Services and terminate the part(s) of any agreement governing such Services in the event that Kosy ceases to make such Services available to its clients generally. Furthermore, Kosy may modify, supplement, enhance, or otherwise change (including through routine upgrades and bug fixes) the Services (in whole or part) including the technical, functional, administrative and operative methods of supply of the same wherever Kosy deems necessary (in its sole discretion) to: (a) comply with applicable law; (b) address unforeseen or imminent dangers or risks (including fraud, malware, spam, data breaches, cybersecurity or other risks); or (c) address actual or potential changes in the organisation of its business, technical systems or requirements. You hereby agree that nothing shall limit Kosy in any way from determining in its sole discretion how to provide the Services.
3.7 Suspension. Kosy shall be entitled to suspend or restrict access to all or part of the Services: (a) where it is entitled to terminate this Agreement pursuant to Section 6; (b) to carry out scheduled or emergency maintenance; and (c) if you breach this Agreement.
4. Proprietary Rights
4.1 Proprietary Rights. As between the parties, Kosy exclusively owns all right, title and interest in and to the Services (including all System Data) and Kosy’s confidential information.
4.2 Third Party Information. The Services may contain Intellectual Property owned by third parties. Such third party Intellectual Property may be licensed by the third party to you under separate or different legal terms (“Third Party Terms”) and are not licensed to you under this Agreement. Such Third Party Terms are available on the platform for the Services and you hereby agree to comply with such Third Party Terms. You agree to indemnify Kosy in respect of any losses, damages, liabilities, costs, charges, and expenses, including reasonable legal fees and/or penalties Kosy incurs as a result of your breach of any Third Party Terms.
5. Disclaimer and Liability
5.1 Disclaimers. Except as expressly set forth herein, the Services are provided on an “as is” and “as available” basis and Kosy disclaims all warranties and conditions express or implied, including those of satisfactory quality, title, non-infringement, and fitness for a particular purpose. In particular, Kosy does not warrant that the Services: (a) will be provided free from interruption; (b) will run on any particular computer system or browser; (c) is accurate, complete, reliable, secure, useful, fit for purpose or timely; (d) will be tested for use; or (e) will be suitable for or be capable of being used by you or any third party.
5.2 Liability. To the fullest extent permitted by law, Kosy shall have no Liability to you in respect of this Agreement and the Services and you agree that your sole and exclusive remedy for any problems or dissatisfaction with the Services is to stop using the Services. Nothing in this Agreement excludes Kosy’s Liability for death or personal injury caused by Kosy’s negligence, for fraud or fraudulent misrepresentation or for anything else that cannot be limited or excluded by law.
6.1 Termination. Kosy may immediately suspend or terminate this Agreement and your access to the Services by providing written notice if (a) you use or Kosy suspects that you have used or are using the Services in any manner that does not comply with this Agreement, or that is contrary to any applicable law; or (b) Kosy knows or suspects that any Customer Data submitted to the Services by you infringes any applicable law, third party rights or materially breaches this Agreement.
6.2 Termination with your organisation. This Agreement and your access to the Services will immediately terminate if the agreement between Kosy and the organisation that you work for expires or is terminated for any reason.
6.3 Consequences of Termination. Following termination of this Agreement or your access to the Service: (a) all rights and subscriptions granted to you under this Agreement will immediately terminate and you will cease using the Services and Kosy’s confidential information; (b) you will destroy any items relating to the Services (including but not limited to data, software and documentation) in your possession or control, and will remove any Kosy software and purge all data supplied by us, or obtained through the Services from all electronic media; and (c) any rights, remedies, obligations or liabilities of Kosy that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination will not be affected or prejudiced.
6.4 Survival. Upon termination of this Agreement, all rights and obligations will immediately terminate except any terms that by their nature should survive such termination, will survive.
7.1 Assignment. You may not assign or otherwise transfer this Agreement, in whole or in part, without Kosy’s prior written consent.
7.2 Waiver. No waiver of any rights hereunder, will be effective unless agreed to in writing by Kosy. Any such waiver will be only to the specific provision and under the specific circumstances for which it was given and will not apply with respect to any repeated or continued violation of the same provision or any other provision. Failure or delay by Kosy to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.
7.3 Relationship. Nothing contained herein will in any way constitute any association, partnership, agency, employment or joint venture between the parties hereto, or be construed to evidence the intention of the parties to establish any such relationship. Neither party will have the authority to obligate or bind the other in any manner, and nothing herein contained will give rise or is intended to give rise to any rights of any kind to any third parties and pursuant to the Contracts (Rights of Third Parties) Act 1999 or otherwise.
7.4 Unenforceability. If a court of competent jurisdiction determines that any provision of this Agreement is invalid, illegal, or otherwise unenforceable, such provision will be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of this Agreement will remain in full force and effect and bind the parties according to its terms.
7.5 Governing Law and Jurisdiction. Each party irrevocably agrees that this Agreement (and any non-contractual obligations arising out of or in connection with them and any claim or dispute in relation to their formation) shall be interpreted and governed by the laws of England, and subject to the exclusive jurisdiction of the courts of London, England.
7.6 Notices. Any notice required or permitted to be given hereunder will be given by email to firstname.lastname@example.org for notices sent to Kosy, and to your email address specified during the setup of your account for access to the Services.
7.7 Entire Agreement. This Agreement constitutes the entire agreement and understanding between the parties relating to their subject matter and supersedes any previous agreements, discussions, correspondence, negotiations, drafts, promises, assurances, warranties, representations and/or undertakings between the parties including any usage or custom and any terms arising through any course of dealing relating to such subject matter.
7.8 Non-Reliance. You agree that in entering this Agreement all statements, representations, warranties and undertakings on which you relies are incorporated into this Agreement and you do not rely on (and shall have no remedy in respect of) any statement, representation (including any misrepresentation), warranty or undertaking (whether negligently or innocently made) of any person (whether party to this Agreement or not) (in each case whether contractual or non-contractual) which is not expressly set out in this Agreement.
7.9 Force Majeure. Kosy will not be deemed in breach hereunder for any cessation, interruption, delay or failure in the performance of its obligations due to causes beyond its reasonable control (“Force Majeure Event”), including earthquake, flood, or other natural disaster, act of God, labour controversy, civil disturbance, terrorism, war (whether or not officially declared), pandemic, cyber-attack (including denial of service attacks), failure of any software, hardware or communications network provided by the organisation you work for or any other third party, or any change in or the adoption of any law, regulation, judgment or decree. Other than as expressly required herein, Kosy shall not be obliged to take any action to prevent or mitigate Force Majeure Events.
7.10 Interpretation. Any words following the terms ‘including’, ‘include’, ‘in particular’, ‘for example’, ‘i.e.’, ‘other’ and ‘otherwise’ or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms. References to Sections are to sections in this Agreement and headings shall not affect the interpretation of this Agreement. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established. A reference to a party includes that party’s personal representatives, successors and permitted assignees. Unless the context requires otherwise, words in the singular include the plural and vice versa and a reference to one gender shall include a reference to the other genders. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and includes all subordinate legislation made from time to time under that statute or statutory provision. A reference to this Agreement or to any other agreement or document referred to in this Agreement is a reference to this Agreement or such other agreement or document as varied or novated (in each case, other than in breach of the provisions of this Agreement) from time to time. A reference to writing or written includes e-mail but not fax.