These Terms of Use are brought by Koye Corp. (Registered Office of the corporation in the United States of America, State of Delaware, County of New Castle, City of Wilmington, 251 Little Falls Drive Street, Zip Code 19808) (COMPANY), the owner of KOYE Software ("KOYE Software").
1. ACCEPTANCE OF TERMS OF USE FOR KOYE SOFTWARE
1.1 You must read these KOYE Software Terms of Use ("Terms") carefully. These terms are entered into by and between COMPANY and You, and You accept them by: (a) installing KOYE Software; (b) using KOYE Software in any other manner; and/or (c) acknowledging agreement with these terms. If You do not agree to all of these terms, do not start any use of KOYE Software.
1.2 KOYE Software includes without limitation: (a) various audio recording, transmission, reproduction and call services accessible via KOYE Software ("Services"); (b) information such as technical, contractual, product, program, pricing, marketing, and other valuable information ("Information"); and (c) content such as data, text, sound, geolocation, software or other materials ("Content"). COMPANY controls and operates its KOYE Software from various locations and makes no representation that KOYE Software is appropriate or available for use in all locations. COMPANY's products and services may not be available in Your location, and deliverables may vary with locations. In the event that You are using KOYE Software on behalf of Your employer, you represent and warrant that You are authorized to accept these Terms on Your employer's behalf, and that Your employer agrees to indemnify You and COMPANY for violations of these Terms.
2. YOUR OBLIGATIONS AND CONDUCT
2.1 In consideration of Your use of KOYE Software, You agree to: (a) sign-up to KOYE Software using pre-existing account on some other social network such as Google, Facebook, Instagram, etc. (the "Initial Network") which is used each time you are accessing KOYE Software (the "User Account"). Please keep in mind that Your User Account is linked to one account on the Initial Network and that if You are using accounts from two or more Initial Networks such account shall be treated as a separate User Account provided that these accounts in Initial Networks do not use the same e-mail address (the "Linked Accounts"). Likewise, if you have more than one account on one Initial Network, each of such account shall be treated as a separate User Account (b) respect all rules, obligations, and limitations related to Your User Account as determined by the terms of use on the Initial Network. For instance, Your Initial Network may have certain restrictions in respect to user features (such as age) and You must comply to such restrictions in order to have viable User Account that shall be used for access to KOYE Software; (c) provide accurate, current, and complete information about Yourself as it may be prompted by a registration form in your Initial Network (the "Registration Data"); (d) accept all risks of unauthorized access to information and Registration Data. You have sole responsibility for adequate protection and backup of data and/or equipment used in connection with Initial Network and/or KOYE Software; (e) access KOYE Software by using Your User Account on a maximum of 8 different devices simultaneously. Please note that it is not possible to log in KOYE Software using Your User Account and/or Linked Accounts on more than 8 devices simultaneously; (f) not use KOYE Software if you are not at least 13 years old. Furthermore, You should keep in mind that depending on the country of Your residence legal age for use of KOYETO Software may differ and You therefore are obliged to respect such limitations and not use KOYETO Software unless You are of appropriate legal age in Your jurisdiction.
2.2 You are entirely responsible for all Content that You upload, post, or otherwise transmit via KOYE Software. You agree not to upload, post, or otherwise transmit via KOYE Software Content that: (a) is inaccurate, harmful, obscene, pornographic, defamatory, racist, violent, offensive, harassing, or otherwise objectionable to COMPANY or other users of KOYE Software; (b) includes unauthorized disclosure of personal information and unauthorized disclosure of sensitive personal data or personal data related to children; (c) relates to third party and such third party has not given consent for the use of such Content; (d) violates or infringes anyone's intellectual property rights; or (e) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment. COMPANY reserves the right to edit or remove Content that violates these Terms or that contains third-party commercial advertisements.
2.3 You agree that You will not use KOYE Software to: (a) transmit spam, bulk or unsolicited communications; (b) pretend to be COMPANY or any other natural or legal person, or spoof COMPANY's identity or identity of any other natural or legal person; (c) forge headers or otherwise manipulate identifiers (including URLs) in order to disguise the origin of any Content transmitted through KOYE Software; (d) misrepresent your affiliation with any person or entity; (e) disrupt the normal flow of dialogue or otherwise act in a manner that negatively affects other users' ability to use KOYE Software; (f) engage in activities that would violate any fiduciary relationship, any applicable national or international law, or any regulations having the force of law, including but not limited to attempting to compromise the security of any networked account or site, operating an illegal lottery or gambling operation, stalking, or making threats of harm; or (g) collect or store personal data about other users unless specifically authorized by such users.
2.4 If You do not use Your User Account for accessing KOYE Software for more than 90 days in a row, Your User Account shall be deleted as well as all Your user data. Please note that deletion of your User Account cannot in any way affect your account on Initial Network.
3. CONFIDENTIALITY OF KOYE SOFTWARE INFORMATION
3.1 You may obtain direct access via KOYE Software to certain confidential information of COMPANY and its suppliers and affiliates, including without limitation to technical, contractual, product, program, pricing, marketing and other valuable information that should reasonably be understood as confidential ("Confidential Information"). You must hold Confidential Information in strict confidence. Title to Confidential Information remains with the COMPANY and its suppliers and affiliates.
3.2 Your obligations regarding Confidential Information will remain in force upon deletion of your User Account and/or upon expiry or termination of these Terms for as long as the Confidential Information remains confidential. Upon termination of the Terms or upon COMPANY's written request, You must cease the use of the Confidential Information and return it to the COMPANY or destroy it.
3.3 The Terms impose no obligation upon You with respect to Confidential Information that You can establish by legally sufficient evidence: (a) You possessed prior to Your receipt from COMPANY, without an obligation to maintain its confidentiality; (b) is or becomes generally known to the public through no act or omission by You, or otherwise without violation of these Terms; (c) You obtained from a third party who had the right to disclose it, without an obligation to keep such information confidential; (d) You independently developed without the use of Confidential Information and without the participation of individuals who have had access to it, or (e) in response to a valid order by a court or other authority, as required by law, or as necessary to establish the rights of either party under these Terms and as disclosed after prior notice to COMPANY and with time adequate to afford COMPANY the opportunity to object to the disclosure. Each disclosure of Confidential Information provided in section 3.3 (e) must be minimal and sufficient for achieving the requested purpose and in the event that such purpose may be achieved by other means, You are obliged to use those other means.
4. CONTENT SUBMITTED TO KOYE SOFTWARE
4.1 COMPANY does not claim ownership of the Content You place in KOYE Software and shall have no obligation of any kind with respect to such Content. Unless otherwise stated herein, any Content You provide in connection with KOYE Software shall be deemed to be provided on a non-confidential basis. You agree that COMPANY is free to use or disseminate such Content on an unrestricted basis for any purpose, and You grant COMPANY and all other users of KOYE Software an irrevocable, worldwide, royalty-free, nonexclusive license to use, reproduce, modify, distribute, transmit, display, perform, adapt, resell and publish such Content (including in digital form). You represent and warrant that you have proper authorization for the worldwide transfer and processing among COMPANY, its affiliates, and thirdparty providers of any information or Content that You may provide in KOYE Software.
4.2 COMPANY reserves the right, but under no circumstances has an obligation, to monitor, restrict access to, edit or remove any Content that is available via KOYE Software.
4.3 You are entitled to delete the Content that you have placed in KOYE Software at any moment.
5. DELIVERY OF COMMUNICATIONS
5.1 COMPANY will provide reasonable attempt to deliver all communications received via KOYE Software that are addressed to You using the contact information in KOYE Software or otherwise provided by You. However, the COMPANY cannot guarantee delivery of any communications and will be held harmless from any claim or demand related to undelivered communications.
6. INDEMNITY
6.1 You acknowledge and agree to indemnify and hold COMPANY and its subsidiaries, affiliates, shareholders, officers, directors, agents, licensors, suppliers, alliance members, other partners, employees and representatives harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Your Content, Your use of or connection to KOYE Software (including any use by You on behalf of Your employer), Your violation of the Terms, or Your violation of any rights of other users of KOYE Software.
7. NOTICES; MODIFICATION AND TERMINATION OF SERVICES; AMENDMENT OF TERMS
7.1 COMPANY may provide notice to You via KOYE Software, email, or any other address you have disclosed to the COMPANY. COMPANY reserves the right at any time to modify, suspend or terminate the Services (or any part thereof), and/or Your use of or access to them, with or without notice. COMPANY reserves the right at any time to terminate the Services if You make any breach of these Terms. COMPANY may also delete, or bar access to or use of, all related Information and files. COMPANY will not be liable to You or any third-party for any modification, suspension, or termination of the Services, or loss of related information. COMPANY may amend these Terms at any time by providing the amended terms within KOYE Software.
7.2 By downloading or using KOYE Software, You give COMPANY permission to download and install upgrades, updates, patches, hotfixes, and additional features to improve, enhance, and further develop KOYE Software.
8. ADVERTISEMENTS AND PROMOTIONS
8.1 KOYE Software may run advertisements and promotions from third parties in KOYE Software. Your correspondence or business dealings with, or participation in promotions of, advertisers other than COMPANY found in or through the KOYE Software, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between You and such advertiser. COMPANY is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such non- COMPANY advertisers in KOYE Software.
9. CONTENT PROVIDED VIA LINKS
9.1 You may find links to other resources in KOYE Software. You acknowledge and agree that COMPANY is not responsible for the availability of such external resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such resources. COMPANY will not be responsible or liable, directly or indirectly, for any actual or alleged damage or loss caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such resource.
10. INTELLECTUAL PROPERTY RIGHTS
10.1 Except as expressly authorized by the COMPANY or by Content providers, You agree not to reproduce, modify, rent, lease, loan, sell, distribute, mirror, frame, republish, download, transmit, or create derivative works of the Content of others, in whole or in part, by any means. You must not modify, decompile, or reverse engineer any software the COMPANY discloses to You, including KOYE Software and You must not remove or modify any copyright or trademark notice, any rights protection mechanism, or any other notice of ownership.
10.2 "COMPANY's Trademarks" means all names, marks, brands, logos, designs, trade dress, slogans, domain names, and other designations the COMPANY uses in connection with its products and services, including KOYE Software. You may not remove or alter any COMPANY's Trademarks, or co-brand your own products or material with COMPANY's Trademarks, without COMPANY 's prior written consent. You acknowledge the COMPANY's rights in COMPANY's Trademarks and agree not to use any of COMPANY's Trademarks without COMPANY's prior written consent. You agree not to incorporate any COMPANY's Trademarks into Your trademarks, service marks, company names, Internet addresses, domain names, or any other similar designations, for any use whatsoever.
10.3 COMPANY is committed to respecting others' intellectual property rights, and we expect our users to do the same. If You believe that Your work has been copied in a way that constitutes copyright infringement in KOYE Software, please contact COMPANY via email at: contact@koye.app.
10.4 Unless explicitly stated herein, nothing in these Terms shall be construed as conferring You any license to intellectual property rights. Permission is granted to display, copy, distribute and download Content owned by COMPANY in KOYE Software provided that: (a) the copyright notice pertaining to the Content remains, and a permission notice (e.g., "Used with permission") is added to such Content; (b) the use of such Content is solely for personal and non-commercial use; (c) such Content will not be copied or posted on any networked computer or published in any medium, except as explicitly permitted by valid permission or license covering such materials; and (d) no modifications are made to such Content. This permission terminates automatically without notice if You breach any of the terms or conditions in this Section 10.4. Upon termination, You must immediately destroy any downloaded, copied and/or printed Content.
11. DISCLAIMER OF WARRANTIES
11.1 Your use of KOYE Software is at Your sole risk unless otherwise explicitly stated. KOYE Software, including the Information, Services, and Content is provided on an "AS IS," "AS AVAILABLE," and "WITH ALL FAULTS" basis. COMPANY disclaims all express or implied conditions, representations, and warranties of any kind, including any implied warranty or condition of merchantability, satisfactory quality, fitness for a particular purpose, or noninfringement. COMPANY makes no representations, warranties, conditions or guarantees as to the usefulness quality, suitability, truth, accuracy or completeness of KOYE Software, Information, Services and/or Content.
11.2 COMPANY makes no warranty or representation that: (a) KOYE Software will be uninterrupted, timely, secure, or error-free; (b) the results that may be obtained from the use of KOYE Software will be accurate or reliable; (c) the quality of any products, Services, Content, Information, or other material purchased or obtained from KOYE Software will meet your expectations or requirements; or (d) any errors in KOYE Software will be corrected.
11.3 You assume all risk for any damage to Your computer system or loss of data that results from obtaining any Content from KOYE Software, including any damages resulting from computer viruses.
12. AUDIO RECORDINGS DISCLAIMER
12.1 You should always keep in mind that in certain jurisdictions, recording of audio files containing voice and/or Content of third parties may be illegal if such third parties are not properly informed in advance or if their consent is not sought.
12.2 Users are encouraged to always inform third parties and/or seek their consent for all recordings that might occur in their use of KOYE Software.
12.3. COMPANY shall not be held liable and shall not be responsible for any failure of any user to inform third parties or to seek consent from third parties in respect for all recordings made through KOYE Software. You acknowledge and agree to indemnify and hold COMPANY and its subsidiaries, affiliates, shareholders, officers, directors, agents, licensors, suppliers, alliance members, other partners, employees and representatives harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Your failure to inform third parties or to seek consent from third parties in respect for all recordings made through KOYE Software.
13. LIMITATION OF LIABILITY
13.1 To the full extent permitted by law, COMPANY is not liable for any direct, indirect, punitive, special, incidental, consequential, or exemplary damages (including, without limitation to, loss of business, revenue, profits, goodwill, use, data, electronically transmitted orders, or any other loss of economic advantage) arising out of or in connection with KOYE Software, even if the COMPANY has previously been advised of, or reasonably could have foreseen, the possibility of such damages, however they arise, whether in breach of contract or in tort (including negligence), including without limitation to damages due to: (a) the use of or the inability to use KOYE Software; (b) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained, or messages received or transactions entered into, through or from KOYE Software; (c) statements or conduct of any third party in KOYE Software, including without limitation to unauthorized access to or alteration of transmissions or data, malicious or criminal behavior, or false or fraudulent transactions; or (d) Content or Information you may download, use, modify or distribute.
14. COMPANY'S PRIVACY POLICY
14.1 You consent to the collection, processing, and storage by COMPANY of Your personal information in accordance with the terms of the COMPANY's Privacy Policy. You agree to comply with all applicable laws and regulations, and the terms of COMPANY's Privacy Policy, with respect to any access, use and/or submission by You of any personal information in connection with KOYE Software.
15. GENERAL TERMS
15.1 The Terms constitute the entire agreement between You and the COMPANY relating to their subject matter, and cancel and supersede any prior versions of the Terms. No modification to the Terms will be binding, unless in writing and provided in KOYE Software and/or on KOYE’s website. You must not assign or otherwise transfer the Terms or any right granted hereunder. You also may be subject to additional terms and conditions that may apply when You use KOYE Software or third-party products or services.
15.2 You agree that any material breach of Sections 2, 3, 4, 6, 10 and 12 of the Terms may result in irreparable harm to COMPANY for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available at law, COMPANY will be entitled to equitable relief, including both a preliminary and permanent injunction, if such a breach occurs. You waive any requirement for the posting of a bond or other security if COMPANY seeks such an injunction.
15.3 These Terms are construed in accordance with the laws of the State of California, United States of America, and the governing law for Terms is the law of the State of California, United States of America. Rules on conflict of law and the rules provided in United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms. Exclusive jurisdiction for all disputes between You and the COMPANY arising from or in connection with these Terms or its validity (including disputes relating to claims under the law of torts), shall have courts of State of California, United States of America.
15.4 Rights and obligations under the Terms which by their nature should survive will remain in full effect after termination or expiration of the Terms, including but not limited to rights and obligations stipulated in Sections 3, 4, 6, 10, 11, 12 and 13.
15.5 Any express waiver or failure to exercise promptly any right under the Terms will not create a continuing waiver or any expectation of non-enforcement. If any provision of the Terms is held invalid by any law or regulation of any government, or by any court or arbitrator, the parties agree that such provision will be replaced with a new provision that accomplishes the original business purpose, and the other provisions of the Terms will remain in full force and effect.
