TERMS OF SERVICE OF KYKLO CORPORATION
1. BINDING EFFECT. This is a binding agreement. By using the Internet site located at https://www.kyklo.co/ (the “Site”) or end-to-end sales operation service, software as a service platform (“Platform”), products, software and other services (the “Service”) provided by Kyklo Corporation (“Company”), you (“you” or “Customer”) agree to abide by these Terms of Service (“Terms”), as they may be amended by Company from time to time in its sole discretion. Company will post a notice on the Site any time these Terms have been changed or otherwise updated. It is your responsibility to review these Terms periodically, and if at any time you find these Terms unacceptable, you must immediately leave the Site and cease all use of the Service and the Site. YOU AGREE THAT BY USING THE SERVICE YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OLD AND THAT YOU ARE LEGALLY ABLE TO ENTER INTO THIS AGREEMENT.
3. SUBSCRIPTION ACCOUNT. When you are required to open an account to use or access the Site or Service (“Subscription Account”), you must complete the registration process by providing the complete and accurate information requested on the registration form. After you complete the registration, you will receive a limited, revocable, non-transferable, non-sublicensable, non-exclusive license to use the Services and access the Platform solely for the purposes of selling the manufacturer products described on the Platform/Site (“License”). You will also be asked to provide a user name and password. You are entirely responsible for maintaining the confidentiality of your password. You may not use the account, username, or password of someone else at any time. You agree to notify Company immediately on any unauthorized use of your Subscription Account, user name, or password. Company shall not be liable for any loss that you incur as a result of someone else using your password, either with or without your knowledge. You may be held liable for any losses incurred by Company, its affiliates, officers, directors, employees, consultants, agents, and representatives due to someone else’s use of your account or password.
4. PAYMENT TERMS. By creating an Subscription Account and subscribing for the Service or renewing subscription for the Service, you indicate you agree to the payment terms and subscription fee charged by Company as maybe modified by the Company in its sole discretion from time to time. You may be required to pay Company in advance and/or an annual, half yearly, quarterly or monthly basis to use the Service. Your subscription may be renewed automatically on or close to its expiry at the subscription rates applicable at the time of renewal. However, even if a facility to renew your subscription automatically exists, it is solely your responsibility, and not that of Company to ensure that your subscription is renewed prior to its expiry, failing which your ability to use the Service shall expire automatically. Company may not give you prior notice of an automatic renewal. If Company is unable to effect this automatic renewal for any reason whatsoever, your subscription will expire automatically. If you choose to pay by credit card, subscription fees for renewal may be charged to the credit card on record unless Company is notified of a change or cancellation in writing. The subscription fees quoted by the Company may be exclusive of any goods and services tax, or any other taxes that may be levied on the subscription or charges levied by Company. You agree that Company may charge you and/or the credit card on record for any taxes or charges that Company is required by any applicable law or regulation to levy on your subscription fees.
5. TERM AND TERMINATION. Your Subscription Account shall be automatically renewed for successive one (1) year terms thereafter (each a “Renewal Term”) until and unless either party provides the other party with ninety (90) days prior written notice to terminate the Subscription Account. Your License shall also automatically terminate upon the expiry of the subscription and your Subscription Account shall be terminated. After termination of a Subcription Account, Company shall, within a reasonable timeframe, to the extent reasonably possible, delete or return any information directly or indirectly relating to an identifiable natural person or or is protected as personal data or personally identifiable information under GDPR or other applicable data protection laws (“Personal Information”), unless compliance with laws of the European Union and other applicable law requires storage of the Personal Information. For User Content excluding Personal Information, after termination of these Terms, Company may, at its sole discretion, maintain any User Data you have uploaded into its Platform. However, you agree that other than any obligations expressly stated in these Terms, Company has no responsibility to you to maintain your User Content after termination and you shall hold Company harmless and free from any fees, damages, or claims Company may suffer in relation to the same or any claims or actions you may have or face in relation to the same. If termination is due to your failure to renew your Subscription Account on a timely basis, you may reactivate your account and access your User Content if renewal under such circumstances is enabled by the Company. To do so, you may have to pay any subscription fees or charges that may be imposed by Company, including reactivation fees (if any), within any period that may be stated by Company, failing which Company may permanently remove and delete your User Content from the Platform.
6. USER CONTENT. You grant Company a license to use the materials you post to the Site or Service. By posting, downloading, displaying, performing, transmitting, or otherwise distributing information or other content (“User Content”) to the Site or Service, you are granting Company, its affiliates, officers, directors, employees, consultants, agents, and representatives a license to use User Content in connection with the operation of its Platform and Services, including without limitation, a right to copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate, and reformat User Content. You will not be compensated for any User Content. You agree that Company may publish or otherwise disclose your name in connection with your User Content. By posting User Content on the Site or Service, you warrant and represent that you own the all the rights, title and interest in and to the User Content or are otherwise authorized to post, distribute, display, perform, transmit, or otherwise distribute User Content.
7. PERSONAL INFORMATION. If Company processes any Personal Information on your behalf while providing the Servcies, the parties record their intention that you will be the data controller and Company shall be a data processor of such Personal Information and in any such case:
- You shall own any and all Personal Information and shall be solely responsible for the accuracy and quality of any and all Personal Information and for establishing all terms and conditions applicable to the your own customers.
- You shall ensure that you are entitled to transfer the Personal Information to Company so that Company may lawfully use, process and transfer the Personal Information in accordance with these Terms your behalf.
- You shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by General Data Protection Directive (GDPR) and all other applicable data protection legislation.
- Company shall process the Personal Information only in accordance with the terms of these Terms and any lawful documented instructions reasonably given by you from time to time including with regard to transfers of Personal Information to a third country unless the laws of the state to which Company is subject require Company to process the data; in such a case, Company shall inform the you of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest.
- Each party shall take appropriate technical and organizational measures in such a manner that processing will meet the requirements of GDPR and ensure the protection of your rights.
- Company shall not engage another processor or sub-processor to process Personal Information without prior specific or general written authorization from you. In the case of general written authorization, Company shall inform the you of any intended changes concerning the addition or replacement of other processors, thereby giving the you the opportunity to object to such changes.
- Parties shall implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, in accordance with Article 32 of GDPR.
- Company shall ensure that persons authorized to process the Personal Information have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
- Company shall make available to you all information necessary to demonstrate compliance with the obligations laid down for data processors under GDPR and allow for and contribute to audits, including inspections, conducted by you or another auditor mandated by you. Company shall immediately inform the Customer if, in its opinion, an instruction infringes GDPR or other European Union or state data protection provisions.
9. COMPANY’S INTELLECTUAL PROPERTY RIGHTS. You hereby agree that Company is the owner of the Platform, software, documents, know-how, Enriched Data, any data developed by or on behalf of the Company from analyzing or aggregating User Content, methodologies and other materials developed or acquired by Company for performance of the Services (collectively “Company Data”). Company data shall not include any User Content other than any data developed by or on behalf of the Company from analyzing or aggregating User Content. Company data shall also not include any third party advertising or promotional material, or any link to third party websites made available on the Company website. Company may use all of Company Data in any way it chooses including to improve or adapt its services, or to create or design new products and services.These Terms do not grant Customer any right, title, and interest in and to the Services (except to the extent Customer is granted a license hereunder), or to any trademarks, logos, or other brand features which are part of the Services. It is expressly understood, acknowledged and agreed that if you provide Company with suggestions, comments and feedback regarding its products and services, including, but not limited to, usability, bug reports, new services, new business model and test results (collectively, “Feedback”), such Feedback shall be considered the property of, and may be used by, Company without any obligation to you. Customer waives any right, title, and interest in and to such Feedback.
10. COMPLIANCE WITH INTELLECTUAL PROPERTY LAWS. When accessing the Site or using the Service, you agree to obey the law and to respect the intellectual property rights of others. Your use of the Service and the Site is at all times governed by and subject to laws regarding copyright ownership and use of intellectual property. You agree not to upload, download, display, perform, transmit, or otherwise distribute any information or User Content violation of any third party’s copyrights, trademarks, or other intellectual property or proprietary rights. You agree to abide by laws regarding copyright ownership and use of intellectual property, and you shall be solely responsible for any violations of any relevant laws and for any infringements of third party rights caused by any User Content you provide or transmit, or that is provided or transmitted using your User ID. The burden of proving that any User Content does not violate any laws or third party rights rests solely with you.
11. CONFIDENTIAL INFORMATION. For performing these Terms both parties may share their confidential information, including, but not limited to business and industrial plans, marketing data, target customers, customer data, cost and pricing data, product applications, corporate practices, reports, personnel, customers, and existing sellers, services and/or products yet to be launched, trade secrets, know-how, inventions, processes, methods, products, patent applications, and any other intellectual property right, specifications, drawings, sketches, models, samples, tools, computer programs, technical, commercial and operational information concerning the services offered by Company or any other related information required for providing such Services (all the above are referred to as “Confidential Information”). Both you and Company agree to hold all Confidential Information strictly confidential and shall not disclose it to any third party, unless so required by a government authority or a court. In such case, the party which has to do so agrees to give the compliant party a reasonable advance notice in the manner that it may contest the disclosure or seek a protective order. You shall not use the Confidential Information for their benefit or the benefit of any other company or entity and for any other purpose other than the use of this Site. The parties shall ensure that each of their employees, officers, directors, or agents who has access to Confidential Information disclosed under these Terms is informed the confidential nature of the information and is required to abide by these Terms. All the Confidential Information provided by the parties under these Terms shall be and remain the property of the disclosing party, and nothing contained in this agreement shall be construed as granting or conferring any rights to such Confidential Information to the other party. The other party, at request of the disclosing party, shall promptly return or destroy all the copies of the Confidential Information disclosed under these Terms and all notes related to such Confidential Information.
12. INAPPROPRIATE CONTENT. You shall not make the following types of User Content available. You agree not to upload, download, display, perform, transmit, or otherwise distribute any User Content that (a) is libelous, defamatory, obscene, pornographic, abusive, or threatening; or, (b) advocates or encourages conduct that could constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or foreign law or regulation. Company reserves the right to terminate your receipt, transmission, or other distribution of any such material using the Service, revoke your License, and, if applicable, to delete any such material from its servers. Company intends to cooperate fully with any law enforcement officials or agencies in the investigation of any violation of these Terms or of any applicable laws.
13. COPYRIGHT INFRINGEMENT. Company has in place certain legally mandated procedures regarding allegations of copyright infringement occurring on the Site or with the Service. Company has adopted a policy that provides for the immediate suspension and/or termination of any Site or Service user who is found to have infringed on the rights of Company or of a third party, or otherwise violated any intellectual property laws or regulations. Company’s policy is to investigate any allegations of copyright infringement brought to its attention. If you have evidence, know, or have a good faith belief that your rights or the rights of a third party have been violated and you want Company to delete, edit, or disable the material in question, you must provide Company with all of the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) identification of the material that is claimed to be infringed or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Company to locate the material; (d) information reasonably sufficient to permit Company to contact you, such as an address, telephone number, and if available, an electronic mail address at which you may be contacted; (e) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. For this notification to be effective, you must provide it to Company’s designated agent at:
32 West Loockerman Street
Dover, Delaware 19904
14. ALLEGED VIOLATIONS. Company reserves the right to terminate your use of the Service and/or the Site. To ensure that Company provides a high quality experience for you and for other users of the Site and the Service, you agree that Company or its representatives may access your account and records on a case-by-case basis to investigate complaints or allegations of abuse, infringement of third party rights, or other unauthorized uses of the Site or the Service. Company does not intend to disclose the existence or occurrence of such an investigation unless required by law, but Company reserves the right to terminate your account or your access to the Site immediately, with or without notice to you, and without liability to you, if Company believes that you have violated any of these Terms, furnished Company with false or misleading information, or interfered with use of the Site or the Service by others.
15. NO WARRANTIES. COMPANY IS MAKING THE SITE AVAILABLE “AS IS” WITHOUT WARRANTY OF ANY KIND. YOU ASSUME THE RISK OF ANY AND ALL DAMAGE OR LOSS FROM USE OF, OR INABILITY TO USE, THE SITE OR THE SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SITE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE SITE OR THE SERVICE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SITE OR THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. YOU UNDERSTAND THAT THE USE OF THE ENRICHED DATA IS AT YOUR OWN RISK, THAT COMPANY PROVIDES ENRICHED DATA TO SUBSCRIBER ON AN “AS IS” BASIS “WITH ALL FAULTS” AND “AS AVAILABLE.” IN NO EVENT WILL COMPANY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT, STRICT LIABILITY, AND OTHERWISE, FOR ANY (A) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED OR PUNITIVE DAMAGES, (B) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS, (C) LOSS OF GOODWILL OR REPUTATION, (D) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY ENRICHED DATA OR BREACH OF DATA OR SYSTEM SECURITY, OR (E) COST OF REPLACEMENT GOODS OR SERVICES.
16. LIMITED LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY BE LIABLE FOR DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR LOST DATA, REGARDLESS OF THE FORESEEABILITY OF THOSE DAMAGES) ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SITE OR ANY OTHER MATERIALS OR SERVICES PROVIDED TO YOU BY COMPANY OR ANY BREACH OF THE REPRESENTATION AND WARRANTIES MADE BY YOU IN THESE TERMS. THIS LIMITATION SHALL APPLY REGARDLESS OF WHETHER THE DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT, OR ANY OTHER LEGAL THEORY OR FORM OF ACTION. NOTWITHSTANDING THE FOREGOING, THE COMBINED AGGREGATE LIABILITY OF COMPANY FOR A CLAIM RELATING TO THESE TERMS SHALL IN NO EVENT EXCEED THE AGGREGATE SUBSCRIPTION FEE S PAID BY YOU TO THE COMPANY IN THE LAST TWELVE (12) MONTHS PRECEDING THE CLAIM. THE FURTHER, COMPANY’S LIABILITY TO YOU IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, UNDER STATUTE OR OTHERWISE WILL BE REDUCED TO THE EXTENT, IF ANY, TO WHICH YOU CONTRIBUTED TO THE LOSS OR DAMAGE.
17. AFFILIATED SITES. Company has no control over, and no liability for any third party websites or materials. Company works with a number of partners and affiliates whose Internet sites may be linked with the Site. Because neither Company nor the Site has control over the content and performance of these partner and affiliate sites, Company makes no guarantees about the accuracy, currency, content, or quality of the information provided by such sites, and Company assumes no responsibility for unintended, objectionable, inaccurate, misleading, or unlawful content that may reside on those sites. Similarly, from time to time in connection with your use of the Site, you may have access to content items (including, but not limited to, websites) that are owned by third parties. You acknowledge and agree that Company makes no guarantees about, and assumes no responsibility for, the accuracy, currency, content, or quality of this third party content, and that, unless expressly provided otherwise, these Terms shall govern your use of any and all third party content.
18. PROHIBITED USES. Company imposes certain restrictions on your permissible use of the Site and the Service. You are prohibited from violating or attempting to violate any security features of the Site or Service, including, without limitation, (a) accessing content or data not intended for you, or logging onto a server or account that you are not authorized to access; (b) attempting to probe, scan, or test the vulnerability of the Service, the Site, or any associated system or network, or to breach security or authentication measures without proper authorization; (c) interfering or attempting to interfere with service to any user, host, or network, including, without limitation, by means of submitting a virus to the Site or Service, overloading, “flooding,” “spamming,” “mail bombing,” or “crashing;” (d) using the Site or Service to send unsolicited e-mail, including, without limitation, promotions, or advertisements for products or services; (e) forging any TCP/IP packet header or any part of the header information in any e-mail or in any posting using the Service; or (f) attempting to modify, reverse-engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by Company in providing the Site or Service. Any violation of system or network security may subject you to civil and/or criminal liability.
19. INDEMNITY. You agree to indemnify Company for certain of your acts and omissions. You agree to indemnify, defend, and hold harmless Company, its affiliates, officers, directors, employees, consultants, agents, and representatives from any and all third party claims, losses, liability, damages, and/or costs (including reasonable attorney fees and costs) arising from your access to or use of the Site, your violation of these Terms, or your infringement, or infringement by any other user of your account, of any intellectual property or other right of any person or entity. Company will notify you promptly of any such claim, loss, liability, or demand, and will provide you with reasonable assistance, at your expense, in defending any such claim, loss, liability, damage, or cost.
21. GOVERNING LAW. These Terms shall be construed in accordance with and governed by the laws of the United States and the State of Illinois without reference to their rules regarding conflicts of law.
22. DISPUTE RESOLUTION. Any dispute, controversy or claim arising out of or in connection with these Terms, or regarding any legal relations arising out of or in connection therewith, and/or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the arbitration rules and procedures of Judicial Arbitration and Mediate Services. Inc. (“JAMS”) then in effect. The place of arbitration shall be Chicago, Illinois where the award shall be rendered. The arbitration proceedings shall be conducted in the English language. The arbitration tribunal shall be composed of three (3) arbitrators selected from the appropriate list of JAMS arbitrators in accordance with the JAMS arbitration rules and procedures. Notwithstanding the foregoing, both you and the Company shall have the right to institute an action in a court of competent jurisdiction for injunction or other equitable relief. Except for the fees of the legal advisors, which shall be borne by each respective party, all other expenses and costs of arbitration shall be borne by either or both parties as the arbitration tribunal may award.
24. SEVERABILITY; WAIVER. If, for whatever reason, a court of competent jurisdiction finds any term or condition in these Terms to be unenforceable, all other terms and conditions will remain unaffected and in full force and effect. No waiver of any breach of any provision of these Terms shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.
25. NO LICENSE TO USE TRADEMARKS. Nothing contained on the Site should be understood as granting you a license to use any of the trademarks, service marks, or logos owned by Company or by any third party.
26. MODIFICATIONS. Company may, in its sole discretion and without prior notice, (a) revise these Terms; (b) modify the Site and/or the Service; and (c) discontinue the Site and/or Service at any time. Company shall post any revision to these Terms to the Site, and the revision shall be effective immediately on such posting. You agree to review these Terms and other online policies posted on the Site periodically to be aware of any revisions. You agree that, by continuing to use or access the Site following notice of any revision, you shall abide by any such revision.