Krzana Terms and Conditions
(the “Software Licence”)
1.1 For the purpose of this Agreement the term “Software” shall mean the software provided by Krzana together with all updates of the same made available for use by or on behalf of Krzana (“the Supplier”) pursuant to this Agreement. Further, the term “Users” shall mean the Customer’s employees who have been assigned valid Licences.
1.2 In consideration of Customer’s payment of the Licence Fee (as indicated below), the Supplier grants to the Customer on the following terms and conditions a non-exclusive, non-transferable licence to use during the Term the Software and the Documentation (together the “Products”). The Products may only be used by the Customer to enable the provision of the Services.
1.3 The Products shall only be for the Customer’s internal use and only by the number of Users specified on the Software Licence Order Form. The Customer may not share or permit to be shared any account or login details for the Software with any person who is not a User.
1.4 The Customer may request an extension to the number of the Users or software add-ons available to them from the Supplier. The Supplier shall notify details of appropriate fees for any extension granted which shall then be payable under this Agreement.
1.5 The licence granted above is personal to the Customer and the Customer shall not be entitled to grant access to the Software to any third party, consultant, group company or affiliate without prior written consent of the Supplier.
1.6 The Customer agrees that it takes full responsibility and liability for ensuring that all Users comply fully with the Customer’s obligations under this Agreement. The Customer agrees to immediately notify the Supplier upon discovery or reasonable suspicion of any breach of this Agreement by its employees or any third party and give all reasonable assistance to the Supplier in investigating and ending such breach. The Customer warrants and undertakes that it will maintain up to date and accurate records of the Users of the Products and will promptly supply these to the Supplier on its request.
1.7 The Customer will permit the Supplier to check the use of the Products by the Customer at all reasonable times to ensure compliance with this Agreement.
2. Term and Termination
2.1 This Agreement and the licence granted within it shall commence on the current date and shall continue indefinitely until either party terminates this Agreement on giving not less than one months’ notice in writing of termination.
2.2 Upon expiration or termination of this Software Licence the following shall occur:
- the licence granted above shall immediately terminate;
- the Customer shall immediately cease use of the Products; and
- the Customer shall immediately pay all outstanding invoices for the Licence Fee and all expenses due to the Supplier except on termination by Customer for breach by the Supplier.
3. Copying or Modifying
3.1 Other than as expressly permitted by applicable law, the Customer shall not make any copies of the Software or Documentation.
3.2 The Customer shall not reverse engineer, decompile, modify, adapt or disassemble the Software or any portion thereof, nor otherwise attempt to create or derive the source code to the Software except to the extent that the Supplier is prevented from restricting the Customer from so doing under applicable UK and EC laws.
3.3 Any modifications or improvements made or proposed by the Customer to the Products shall belong to the Supplier.
4.1 The Supplier warrants that it has full authority to licence the Products to the Customer.
4.2 Customer acknowledges that software in general is not error free and agrees that the existence of any errors in the Products shall not constitute a breach of this Agreement.
4.3 The Customer acknowledges that access to the Services is provided using the Internet and that such usage cannot be guaranteed to be uninterrupted.
5. Intellectual Property Rights
5.1 The Customer shall not during or at any time after the completion, expiry or termination of this Agreement in any way question or dispute the ownership by the Supplier of the Intellectual Property Rights in the Software or any modifications or adaptations made to the same.
5.2 The Customer shall promptly report to the Supplier full details of any known or suspected unauthorised use of the Products.
7. Licence Fee
The Customer shall pay the Supplier the Licence Fee shown within the “Billing” section of the Krzana Product.
8. No Refunds
Refunds will not be provided for any license. Monthly usage payments are estimated in advance and pro-rated by the Supplier. In the event of a significant decrease in usage or termination mid-month, causing monthly usage to be less than estimated, no refund will be provided, but the Customer’s credit will be counted against their License Fee in future months.