Terms of Service for Kyklo, Ltd. Subscribers

Whereas:

Definitions:

  1. Changes to Terms of Service
    1. Subscribers can review the most current version of these terms of service at any time at this page. (http://www.kyklo.co/terms-of-service)
    2. Kyklo, Ltd. reserves the right, at its sole discretion, to update, change or replace any part of these terms of service by posting updates and changes to the Site.
    3. It is Subscribers’ responsibility to check Kyklo, Ltd. website periodically for changes.
    4. Subscribers’ continued use of or access to the Site following the posting of any changes to these terms of service constitutes acceptance of those changes.
  2. Kyklo, Ltd. Service Use
    1. Kyklo, Ltd. hereby grants to its Subscribers a limited, non-exclusive, non-transferable right to use the Service, provided that they agree to the following:
      • Kyklo, Ltd. may, at its sole and absolute discretion, without prior notice to the Subscribers and without liability, reject, prevent, discontinue or suspend Subscribers’ account and/or use of the Service if, at its sole discretion, Kyklo, Ltd. is of the opinion that Subscribers’ use does not meet Kyklo, Ltd. specifications or guidelines, or which Kyklo, Ltd. may consider to be inappropriate, illegal or harmful to its interests. If Kyklo, Ltd. exercises its absolute discretion, it shall have no liability to refund any portion of Subscribers’ pre-paid subscriptions, if applicable. Without limiting or waiving any right against Subscribers, which Kyklo, Ltd. may have under the law or these terms of service in relation to any inappropriate, illegal or harmful use, Kyklo, Ltd. reserves the right to deduct any costs, damages or expenses that it may have incurred in relation to such inappropriate, illegal or harmful use from Subscribers’ unused pre-paid subscriptions, if any, or to claim the same from Subscribers by any other means.
      • Subscribers agree to comply with any policies or guidelines that Kyklo, Ltd. may introduce or amend from time to time. Kyklo, Ltd. policies or guidelines may relate to technical specifications, privacy, acceptable content, and any other matter, as the same may be amended by Kyklo, Ltd., at its absolute discretion, from time to time.
      • Subscribers agree that they will not provide access to or furnish any part of the Service to any third party; modify, disrupt or interfere with the Service, supporting servers, or networks either manually or through the use of scripts, viruses, or worms; reproduce, duplicate, copy, deconstruct, sell, trade or resell the Service; or excessively overload the systems that Kyklo, Ltd. uses to provide the Service.
      • Kyklo, Ltd. may, at its sole and absolute discretion and without prior notice to Subscribers, amend, suspend, vary or withdraw the Service, these terms of service and/or its website at any time and from time to time.
      • Kyklo, Ltd., without prior notice to Subscribers, may deny, at any time and from time to time, the access, which has previously been granted to the Subscribers, to any data stored in sequences of bytes or bits containing the number of records (hereinafter referred to as “the Data Blocks”), in case it appears that the Subscribers have not been duly authorised by the manufacturers to resell and distribute the products manufactured by these latter.
      • Subscribers hereby represent, warrant and covenant to Kyklo, Ltd. that, at all times, (a) they have all rights, consents, licenses and permits that may be necessary or desirable for them to have in order to use the materials, graphics, logos, videos, data or information (“the Uploaded Data”) which Subscribers input into the Service in the manner and the purpose for which Subscribers use their Uploaded Data; (b) all Subscribers’ Uploaded Data comply with all applicable laws and regulations and do not violate the rights (including, but not limited to, intellectual property rights) of any third party.
      • Subscribers hereby agree that Kyklo, Ltd. may, but is not obliged to, use their name and refer to Subscribers as users of the Service in any publicity, press release, advertising or marketing material, throughout the world and using any form of media. If Subscribers wish to use or display Kyklo, Ltd. trademarks or mention Kyklo, Ltd. in any publication, website, press release or in any other manner, Subscribers must obtain the prior written consent of Kyklo, Ltd.
      • Subscribers agree that they are solely responsible to obtain or provide any hardware or software that they may need to gain access to and use the Service, and for any damage or loss that Subscribers suffer as a result of the operation of such hardware or software, including incompatibility with any platforms used by Kyklo, Ltd. in providing the Service.
      • Subscribers agree that Kyklo, Ltd. is the sole owner of and has the right to use any feedback Subscribers provide on the Service in any way whatsoever, including to improve existing or create new products and services.
    2. Kyklo, Ltd. reserves all rights in the Service not granted to Subscribers expressly in these terms of use.
    3. Subscribers hereby agree to grant Kyklo, Ltd. a worldwide, royalty-free, non-exclusive license to publish, alter, adapt, compile, host and use (a) Subscribers’ Content (including, without limitation, to reproduce in a material form, publish, perform, communicate to the public, and to make an adaptation of Subscribers’ Content) for the purpose of providing Subscribers with the Service, and, (b) if Kyklo, Ltd. provides any community forum for users of the Service to exchange user tips and publish their comments and opinions, any comments, opinions and other material Subscribers upload or publish on such a forum.
  3. Payment Terms
    1. By creating an account and subscribing for the Service or renewing Subscribers’ subscription for the Service, Subscribers indicate they agree to the charges imposed by Kyklo, Ltd. for the particular services or products Subscribers have requested.
    2. Subscribers agree to comply with any payment terms that Kyklo, Ltd. may impose from time to time. For instance, Subscribers may be required to pay Kyklo, Ltd. in advance and/or an annual, half yearly, quarterly or monthly basis to use the Service. Subscribers’ 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 Subscribers’ subscription automatically exists, it is solely Subscribers’ responsibility, and not that of Kyklo, Ltd., to ensure that Subscribers’ subscription is renewed prior to its expiry, failing which Subscribers’ ability to use the Service shall expire automatically.
    3. Kyklo, Ltd. may not give Subscribers prior notice of an automatic renewal. If Kyklo, Ltd. is unable to effect this automatic renewal for any reason whatsoever, Subscribers’ subscription will expire automatically.
    4. For Subscribers choosing to pay by credit card, subscription fees for renewal may be charged to the credit card on record unless Kyklo, Ltd. is notified of a change or cancellation in writing using the tools or means made available by Kyklo, Ltd.
    5. All sums payable by Subscribers to Kyklo, Ltd. may be quoted exclusive of any goods and services tax, or any other taxes that may be levied on the subscription or charges levied by Kyklo, Ltd.. As such, Subscribers agree that Kyklo, Ltd. may charge Subscribers and/or the credit card on record for any taxes or charges that Kyklo, Ltd. is required by any applicable law or regulation to levy on the subscription or charges.
  4. Duration and Termination
    1. Kyklo, Ltd. shall have the right to terminate, without prior notice, its relationship with those Subscribers, which breach or fail to comply with any provision of these terms of service. This Agreement and Subscribers’ ability to use the Service shall also automatically terminate upon the expiry of their subscription.
    2. After termination, Kyklo, Ltd. may, at its sole discretion, maintain any data Subscribers have uploaded into its systems. However, Subscribers agree that other than any obligations expressly stated in these terms of service, Kyklo, Ltd. has no responsibility to Subscribers to maintain Subscribers’ user account or any of Subscribers’ data after termination and Subscribers shall hold Kyklo, Ltd. harmless and free from any fees, damages, or claims Subscribers may suffer in relation to the same or any claims or actions Subscribers may have or face in relation to the same.
    3. If termination is due to Subscribers’ failure to renew their subscription on a timely basis, Subscribers may reactivate their account and access their data if renewal under such circumstances are enabled by Kyklo, Ltd.. To do so, Subscribers may have to pay any subscription fees or charges that may be imposed by Kyklo, Ltd., including reactivation fees (if any), within any period that may be stated by Kyklo, Ltd., failing which Kyklo, Ltd. may permanently remove and delete Subscribers’ user account(s) and any data Subscribers have uploaded into its systems.
    4. This contract 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 the end of the Initial Term or the Renewal Term.
  5. Subscribers’ Data and Privacy Policy
    1. Subscribers agree that the data and specifications that they need to disclose – under the terms of this contractual agreement – for obtaining the services offered by Kyklo, Ltd. shall be used by this latter with a duty of care.
    2. Subscribers or Subscribers’ customers, partners or associates, whichever may be applicable, are the owners of any data Subscribers upload into the Service (hereinafter referred to as “Subscribers’ Data”) and shall remain exclusive owners of any transaction data and any data input. Subscribers hereby agree that Kyklo, Ltd. is the owner of all data other than Subscribers’ Data, including any system generated data generated by the Service or any data compiled from data inputted into the Service by all users of the Service on an aggregate basis (hereinafter referred to as “Kyklo, Ltd. Data”). Kyklo, Ltd. may use all of Kyklo, Ltd. Data in any way it chooses including to improve or adapt its services, or to create or design new products and services.
    3. Subscribers acknowledge and agree that the nature of the Internet is international and that Kyklo, Ltd. has Subscribers’ express consent to store and provide access to Subscribers’ personal or confidential information, and that of Subscribers’ users(s) and customers, in and from United States of America, and to transmit and deliver such information via the Internet which may involve its transmission across multiple jurisdictions.
  6. Subscribers’ Account
    1. Subscribers of Kyklo, Ltd. Service are responsible for maintaining the confidentiality of their account and password and for restricting access to their computer, and they agree to accept responsibility for all activities that occur under their account or password.
    2. Subscribers must be at least eighteen (18) years of age to use the Service and the Site or must be of the age of consent in their country of origin. Subscribers represent and warrant to Kyklo, Ltd. that they have the full corporate rights, power and authority to agree to these terms of service and perform the obligations agreed among them and Kyklo, Ltd., and that doing so do not and will not violate any agreement or obligation to which they are bound, or any applicable law, rule or regulation.
  7. Subscribers’ Use of Their Personal Account
    1. The responsibility to keep secure and confidential any password and Subscribers’ ID Kyklo, Ltd. may issue to access the Service and all the related services provided, shall be solely ascribed to the Subscribers and their employees, representatives and/or agents.
    2. If Subscribers become aware of any unauthorized access to their account, or any misuse of their password and user ID, they must activate the process put in place to disable their account and/or re-issue new password or user ID as soon as possible.
    3. Subscribers agree that they are the only responsible for the actions and omissions of the person they nominate as administrator of their account. In addition, Subscribers shall be liable for any and all use of their account by any persons, who are in possession of Subscribers’ ID or password.
    4. Subscribers also agree that Kyklo, Ltd. may accept instructions and requests from, and communicate with the abovementioned persons until and unless Kyklo, Ltd. receives notification that such persons are no longer Subscribers’ users or administrators, and such instructions, requests and communications are valid and legally binding on Subscribers. In addition, Subscribers are responsible for any and all use of their account by any persons who are in possession of their user ID or password.
  8. General Subscribers’ Responsibility
    1. Subscribers are responsible for the consequences of their own decisions as to the use of the information and material contained in Kyklo, Ltd. Site, and its possible application to any circumstances they may be facing. All information published on KYKLO SOM is provided as is without any representation or warranty of any kind either express or implied including but not limited to implied warranties for merchantability, fitness for a particular purpose or non-infringement. Any documentation may include technical inaccuracies or typographical errors. Changes and additions may be made by KYKLO from time to time to any information contained herein.
    2. Subscribers may only view, download or print content from the Site or KYKLO SOM for their non-commercial, personal or internal business use.
    3. Subscribers must obtain our prior written consent if they wish to use or reproduce any content from the Site for any other reason. This does not allow Subscribers in any form or by any means to:
      • Use any part of the Site for an illegal purpose or in a way which is inaccurate or misleading or offensive, or which brings Kyklo, Ltd. or any of its partners and employees into disrepute;
      • Reproduce all or any material part of the content or design of the Site, adapt, store in a retrieval system, transmit, print, display, perform, or publish or create derivative works from, any part of the content or design of the Site and Service;
      • Cause any of the material on the Site to be framed or embedded in another website;
      • Commercialise any information, products or services on the Site.
      except with our prior written consent or as permitted by applicable copyright law.
    4. Kyklo, Ltd. reserves the right to exclude persons who do not respect the above-mentioned provisions.
  9. Subscribers’ Liability
    1. With reference to all the contents, specifications, documents and data, which the Subscribers to the Site will publish in their private account, the Subscribers remain fully liable both towards Kyklo, Ltd. and towards the internet users of this Site.
    2. In particular, by uploading their store content, Subscribers agree: (a) to allow other internet users to view Subscribers store content; (b) to allow Kyklo, Ltd. to display and store Subscribers’ store content; and (c) that Kyklo, Ltd. can, at any time, review all the store content submitted by Subscribers to its Service, (d) that Kyklo, Ltd. can enrich content and product data uploaded by the Subscribers, with exclusive reference to technical specification, SKUs, and related documents and with express exclusion of price lists and inventory levels, solely in order to improve search functions, and (e) that Kyklo, Ltd. can provide as a service enriched product data, data sheets and catalogues to other Kyklo, Ltd. Subscribers distributing these products.
    3. The disclaimer under Article 10 of these terms of service shall be totally applicable also regarding the above-mentioned case.
    4. Subscribers shall be solely responsible for their use of the Service and shall indemnify Kyklo, Ltd. for, and hold Kyklo, Ltd. harmless from, all loss, costs, and damages incurred by Kyklo, Ltd. in connection with any claims by third parties against Kyklo, Ltd. in relation to Subscribers’ use of the Service and in connection with Subscribers’ breach of these terms of service or any policies or guidelines that Kyklo, Ltd. may introduce from time to time.
  10. Use of The Site, KYKLO SOM and Disclaimer
    1. All the information and materials contained in the Site are for general business purposes and are produced by and exclusively property of Kyklo, Ltd. The application and impact of laws can vary widely based on the specific facts and figures involved. Given the changing nature of laws, rules and regulations, and the inherent hazards of electronic communication, there may be delays, omissions or inaccuracies in information contained in this site.
    2. Kyklo, Ltd. provides as part of KYKLO SOM, categorised products data from leading manufacturers to its users, upon which it performs a proprietary enrichment. The enriched data, including, but not limited to, descriptions, titles, product specifications, pictures, range overview page, search suggestions, is entirely the property of KYKLO. As such, the subscriber is not allowed to manually or automatically collect, as a bulk, this information and distribute to other parties than its own company. Upon the correctness and the accuracy of these products data Kyklo, Ltd. does not promise any warranty.
    3. Kyklo, Ltd. does not warrant that the Service, the Site, its servers or any e-mail sent from Kyklo, Ltd. is free of viruses or other harmful components.
    4. For the avoidance of doubt, Kyklo, Ltd. does not guarantee the effectiveness of the Service. Kyklo, Ltd. takes no responsibility for the security, confidentiality or privacy of the communications and/or data transmitted over the internet and does not warrant (and expressly excludes any and all express or implied warranties) that the Service will be without failure, delay, interruption, error or loss of content, data or information. In addition, Kyklo, Ltd. shall not be liable for any compatibility issues pertaining to Subscribers’ computers, applications or other software on any computers using the Service.
    5. Certain links in this Site connect to other websites maintained by third parties over whom Kyklo, Ltd. has no control. Kyklo, Ltd. makes no representations as to the accuracy or any other aspect of information contained in other websites.
  11. Limitation of Liability
    1. To the fullest extent permitted by law in no event shall Kyklo, Ltd. be liable for (i) any injury, loss, claim, damage, or any special, exemplary, punitive, indirect, incidental or consequential damages of any kind or for any lost profits or lost savings, whether based in contract, tort (including negligence), equity, strict liability, statute or otherwise, which arises out of or is in any way connected with the provisions found herein, (ii) any failure or delay (including, but not limited to the use of or inability to use any component of the service or this site), or (iii) the performance or non-performance by Kyklo, Ltd. even if Kyklo, Ltd. has been advised of the possibility of damages to such parties or any other party.
    2. If, notwithstanding the foregoing, Kyklo, Ltd. should be found liable for any loss or damage which arises out of or is in any way connected with any of the above described functions or uses of this Site, the Service or its content, to the full extent permitted by law the combined aggregate liability of Kyklo, Ltd. shall in no event exceed the value of the monthly subscription for the service paid by Subscribers, whichever is lower. Further, Kyklo, Ltd. liability to Subscribers in contract, tort, negligence, strict liability, under statute or otherwise will be reduced to the extent, if any, to which Subscribers contributed to the loss or damage.
  12. Intellectual Property Rights
    1. For performing these terms of service, Kyklo, Ltd. and the Subscribers (together hereinafter referred to as “the 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 Kyklo, Ltd. or any other related information required for providing such services (all the above are referred to as “Confidential Information”).
    2. The Parties 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.
    3. The Parties 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.
    4. The Parties shall ensure that each of their employees, officers, directors, or agents who has access to Confidential Information disclosed under these terms of service is informed the confidential nature of the information and is required to abide by the terms of this agreement.
    5. All the Confidential Information provided by the Parties under these terms of service 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 of service and all notes related to such Confidential Information.
  13. Copyright and Trade Marks
    1. Unless otherwise indicated and subject to applicable law, all rights (including copyright) in the content and design of the Site are reserved.
    2. All such copyright is owned by Kyklo, Ltd. or is used under license or applicable law. Copyright material on the website may be used only as set out in this terms of service section.
    3. “KYKLO” is a trademark and cannot be used without our prior written consent.
  14. Errors, Inaccuracies and Omissions
    1. Occasionally there may be information on the Site that contains typographical errors, inaccuracies or omissions that may relate in general to all the contents (which shall be intended to the full extent of their meaning) of this website. Kyklo, Ltd. reserves the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Site or on any related website is inaccurate at any time, without prior notice.
    2. Kyklo, Ltd. undertakes no obligation to update, amend or clarify information in this Site or on any related website, except as required by law. No specified update or refresh date applied in the Site or on any related website, should be taken to indicate that all information in the Site or on any related website has been modified or updated
  15. Applicable Law, Dispute Resolution and Arbitration Clause
    1. This arbitration clause, these terms of service and any dispute or claim arising out of or in connection with the website and Subscribers’ use of it, whether of a contractual or non-contractual nature, are governed by and are construed in accordance with the laws of Hong Kong and its case law. The application of the United Nations Convention on Contracts for the International Sale of Goods is hereby expressly excluded.
    2. These terms of service constitute the entire understanding and agreement between Kyklo, Ltd. and the Subscribers and supersedes any and all prior understandings and/or agreements between the parties in relation to the Service. No purported waiver by Kyklo, Ltd. of any of its rights hereunder or under any applicable law or regulation shall be valid unless made in writing by an authorised representative of Kyklo, Ltd.. No change, amendment or modification of any provision of these terms of use will be valid unless set forth in writing and mutually agreed to by the parties.
    3. Any dispute, controversy, difference or claim arising out of or relating to these terms of use, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to them, shall be referred to, and finally resolved by, an arbitration administered by the Hong Kong International Arbitration Centre (HKIAC), under the HKIAC Administered Arbitration Rules in force when the notice of arbitration is submitted.
    4. The seat of arbitration shall be Hong Kong. The number of arbitrators shall be one. The arbitration proceedings shall be conducted in English. The arbitral award is final and legally binding upon both Parties. The losing party shall refund all the legal expenses faced by the prevailing party for the entire duration of the arbitration proceeding.