By using the products and (online) services of Kuika (collectively the “Service”), You signify and agree to be bound by these Terms of Use, unless an executed agreement already exists as stated above. Conditions of purchase or other conditions of You and/or third parties or additions to or deviations from these Terms of Use shall only apply when explicitly agreed in writing between the Parties. These Terms of Use apply to all Services of Kuika and all Services included therein.If You are entering into these Terms of Use on behalf of a company or other legal entity, You represent that You have the authority to bind such entity to these Terms of Use or any other terms and conditions, in which case the terms “You” or “Your” shall refer to such entity.
1. License
Kuika hereby grants You a non-exclusive, non-transferable right to use the Service, solely for Your own internal business purposes, subject to these Terms of Use. All rights not expressly granted to You are reserved by Kuika and its Partners. You may not use the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes, or disclose the results of any such benchmark to any third party.
You shall not,
1. License, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit the Service in any way;
2. Modify or make derivative works based upon the Service;
3. Remove or modify any markings or notices of proprietary rights in the Service;
4. Reverse engineer the Service;
5. Send spam or otherwise duplicative or unsolicited messages in violation of applicable laws;
6. Send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights;
7. Send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs;
8. Interfere with or disrupt the integrity or performance of the Service or the data contained therein;
9. Attempt to gain unauthorized access to the Service or its related systems or networks. You consent to use the Service in accordance with any technical-and usage limitations, including but not limited to the number of users, number of applications, disk storage, RAM, number and type of integrations, geography and traffic.
During the term of the Agreement and for a period of three years following its termination, Kuika may, after 30 days advance written notice, inspect and audit Your records to verify compliance with the Agreement, these Terms of Use and other terms and conditions. You agree to cooperate with the audit, provide us with reasonable assistance and access to information.If required to enable authorities or Kuika to conduct export control checks, You, upon request by Kuika, shall promptly provide Kuika with all information pertaining to the particular end customer, the particular destination and the particular intended use of goods, works and services provided by Kuika, as well as any export control restrictions existing.
2. Your Responsibilities
You are responsible for all activity occurring under Your accounts. You shall abide by all applicable laws, treaties and regulations in connection with Your use of the Service, including, without limitation, those related to export control, data privacy, international communications and the transmission of technical or personal data.
3. Your Intellectual Property Rights
As between Kuika and You, You own all rights, title and interest, including all related intellectual or industrial property rights, in and to any Customer Data & Customer Deliverables and Kuika hereby assigns and transfers to You any rights, title or interest Kuika may acquire in any Customer Deliverables upon receipt of payment in full from You. Subject to these Terms of Use, and during the term for which You have a right to use the Service, Kuika hereby grants You a limited, non-exclusive, non-transferable and terminable license to use any Content incorporated in the Customer Deliverables, solely in connection with Your authorized use of the Service.
4. Kuika’s Intellectual Property Rights
Kuika alone, and its Partners where applicable, shall own all right, title and interest, including all related intellectual or industrial property rights, in and to all Services of Kuika (including all its algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) and any Feedback. The Kuika name, the Kuika logo, and the product names associated with the Service are trademarks of Kuika or third parties, and no right or license is granted to use them. Kuika may use Your logos and reference Your name and the nature of the Services provided hereunder in Kuika marketing efforts, including on the Kuika web site.
5. Export control
Kuika’s obligations under these Terms of Use are conditioned upon Your compliance with, and for which You agree to comply with, all applicable export and re-export controls, embargoes, and economic and trade sanctions laws and regulations, including in any event, those of the United States and the European Union (“Export Laws”) , also considering the limitations of domestic business and prohibitions of by-passing those embargos.
You represent that Your content is non-controlled and that any Service made available hereunder and any derivatives thereof will not be
1. Used or accessed by a Sanctioned Person,
2. Exported, re-exported (including any ‘deemed exports’), shipped, distributed, delivered, sold, resold, supplied, or otherwise transferred, directly or indirectly, to any Sanctioned Person or otherwise in a manner contrary to the Export Laws,
3. Used for any purpose prohibited by the Export Laws, or Unless expressly authorized by Kuika in writing, used for non-civilian purposes (e.g. armaments, nuclear technology, weapons, any other usage in the field of defense and military). Without limiting the foregoing, You represent and warrant that
4. It is not a Sanctioned Person, and It will not download or otherwise access, or facilitate a third party’s download or access of, any offering delivered by Kuika or works and services (including all kinds of technical support) performed by Kuika from a Sanctioned Country.
You will, at least once per year, review and update your list of Users who have access to an account and confirm that no such User is a Sanctioned Person and that all such Users may continue to access the Service in compliance with Export Laws. Kuika may conduct the necessary Export Laws checks and, upon request, You will promptly provide Kuika with any necessary information.
In the event You fail to comply with any provision of this Section or violate any Export Laws in connection with the Service Kuika will have the right to take action in accordance with these Terms of Use and as required by U.S. law or the applicable law.
6. Privacy & Security
Kuika’s privacy and security policies may be viewed at https://www.kuika.com/privacy. Kuika reserves the right to modify its privacy and security policies in its discretion from time to time. By providing Kuika Your email address You consent to our using the email address to send You Service-related notices, including any notices required by law, changes to features of the Service and special offers.
Kuika’s implementation, development and operations teams shall have the right to access and use Your account information, and Customer Data for the purpose of delivery of the Service, respond to service or technical problems, on Your request, or to provide Professional Services. Kuika shall be entitled to change the account, access- and identification codes assigned.
7. Free Edition
Kuika may offer a portion or specific editions of the Service free of use. It is under sole discretion of Kuika to specify the conditions for free use and Kuika deems the right to modify these conditions of free use at any time.
8. Representations & Warranties
Kuika shall implement commercially reasonable technical and organizational measures to secure availability, confidentiality and integrity with respect to the Services, the Customer Data and personal information. However, unless explicitly otherwise agreed in writing between Parties, the Services are provided on an “as is” and “as available” basis, without warranties of any kind and the Services are accessed or used by You at Your own risk and without any right to support, maintenance, updates or any other services.
All conditions, representations and warranties, whether express, implied statutory or otherwise, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third party rights, are hereby disclaimed to the maximum extent permitted by applicable law by Kuika and its Partners. The Service may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. Kuika is not responsible for any delays, delivery failures, or other damage resulting from such problems.
Kuika shall not be responsible for any Customer Data. You, not Kuika, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and Kuika shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. Kuika reserves the right to establish or modify its general practices and limits relating to storage of Customer Data. You represent and warrant that You have not falsely identified yourself nor provided any false information to gain access to the Service.
9. Limitation of Liability
IN NO EVENT SHALL KUIKA’S LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THE SERVICE AND/OR THESE TERMS OF USE AND/OR ANY AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY YOU TO Kuika TO USE THE SERVICE DURING THE ONE (1) MONTHS PRIOR TO THE DATE OF THE CLAIM.
IN NO EVENT SHALL KUIKA AND/OR ITS PARTNERS BE LIABLE TO ANYONE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OR COSTS OF ANY TYPE OR KIND ARISING OUT OF, OR IN ANY WAY CONNECTED WITH
10. Indemnification
You shall defend, indemnify and hold harmless Kuika, its Partners and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents from and against any and all claims, proceedings, actions, fines, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with : (i) any noncompliance with export control regulations (ii) a (alleged) claim that You violate any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights; (iii) a claim arising from the breach by You or Your Users of the Agreement or these Terms of Use or any law, rule, regulation or treaty; (iv) third-party claims on account of product liability due to a deficiency in a Service delivered by You to a third party that consisted in part of hardware, software, websites, databases or other materials supplied by Kuika.
11. Notice
Kuika may give notice by means of a general notice on the Service, electronic mail to Your e-mail address on record in Kuika’s account information, or by written communication sent by first class mail or pre-paid post to Your address on record in Kuika’s account information. You may give notice to
Kuika at any time by any of the following:
315 Montgomery Street 9th Floor San Francisco, CA 94104
Telefon: 1-650-690-2844
E-posta: kuika@kuika.com
12. Assignment; Change in Control
Neither Agreements nor (the rights delivered from) these Terms of Use may be transferred or assigned by You without the prior written approval of Kuika. The obligations arising from these Terms of Use and/or Agreements may be assigned by Kuika without notice to You and without Your consent.
13. Force Majeure
Kuika shall not be bound to fulfill any obligation if prevented from doing so by force majeure. Insofar as not already included, force majeure shall further mean instances of strikes, company sit-ins, blockades, embargoes, government measures, war, revolution and/or any similar state, power failures, faults in electronic communication lines, cable breaks, fires, explosions, water damage, lightning damage, natural disasters, flooding and/or earthquake, shortage of and/or sickness of personnel and non-fulfillment by suppliers of Kuika or force majeure on the part of suppliers of Kuika.
14. Termination
You agree that Kuika may terminate the providing of any gratuitous Services at any time, for any reason and without prior notice. You agree that Kuika shall not be liable to You and/or any third party for any modification, suspension, or termination of the Service.
15. Modification to Terms
Kuika reserves the right to modify these Terms of Use and its policies relating to the Service at any time and without notice, effective upon posting of an updated version of these Terms of Use on the Service. You are responsible for regularly reviewing these Terms of Use.
16. Final Provisions
American law shall govern Agreements and these Terms of Use. Any disputes between Parties arising from or related to Agreements or or these Terms of Use shall be exclusively submitted to a court of law with jurisdiction in Delawere, USA. These Terms of Use, together with any other legal notices and Agreements shall constitute the entire Agreement between You and Kuika concerning the delivery of Services.
17. Definitions
“Agreement”, “Contract”: the arrangements agreed in a form or a document or in some other way, under which Kuika will deliver the Services or any other products or services defined therein.
“Content”: the audio and visual information, documents, software, products, services, proprietary tools, source code samples, generic templates and reusable components, App Store content, libraries, know-how, techniques and expertise, (i) contained or made available to you in the course of using the Service, or (ii) used or developed by Kuika in the course of developing or delivering Customer Deliverables.
“Customer Data”: any data, information or material, including posts, comments, documents, project information, models, applications, templates, code, widgets, themes, application data, user information and account information, provided, submitted, created, saved, added, uploaded or made available by You to the Service in the course of using or accessing the Service, except Services (or parts thereof) and feedback.
“Kuika”, “Us”, “Our”, “We”: any activity of “Kuika” (a corporation under the law of the United States of America), but not limited to or any affiliated or subsidiary company doing business as Kuika.
“Party”, “Parties”: You or Kuika individually (‘Party’) or together (‘Parties’).
“Sanctioned Country” means a country or territory that is itself the subject or target of any comprehensive trade or economic sanctions (currently Cuba, Iran, North Korea, Syria, and the Crimea region of Ukraine).
“Sanctioned Person” means any person (i) listed in the Specially Designated Nationals and Blocked Persons List maintained by the U.S. Department of Treasury’s Office of Foreign Assets Control or in any Export-Control-Related list of designated persons maintained by the U.S. Department of Commerce, the U.S. Department of State, the United Nations Security Council, the European Union, any Member State of the European Union, or the United Kingdom; (ii) operating, organized, or resident in a Sanctioned Country; (iii) the government of, or acting for or on behalf of the government of, Venezuela or a Sanctioned Country; or (iv) owned or controlled by one or more such persons
“Service”, “Services”: means all products, services of Kuika, including but not limited to Sprintr and our websites, Business Modeler, Business Server, Team Server, Cloud Portal, App Store, Marketplace, (mobile) Apps, Content (as defined above), applications, other software, Support Portal, Forum, Partner Portal, (cloud) hosting services, platform as a service, documentation and manuals, except Customer Data.
“Terms of Use”: these Terms of Use, together with the documents referred to in these Terms of Use.
“You”, “Your”, “User(s)”: anyone who entered into an Agreement with Kuika or uses or accesses a Service of Kuika, including Your employees, representatives, consultants, contractors or agents who are authorized to use or access the Service of Kuika or have been supplied user identifications and passwords by You (or by Kuika at Your request), even if no charge is due or registration is needed.
18. Questions or Additional InformationIf You have questions regarding these Terms of Use or wish to obtain additional information, please contact us via https://kuika.com/contact-us
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