Terms and Conditions of Use
If you continue to use Kumulos, you are agreeing to comply with and be bound by the following terms and conditions of use.
‘Kumulos’ or ‘us’ or ‘we’ refers to Kumulos Ltd, whose registered office is River Court, 5 West Victoria Dock Road, Dundee, United Kingdom DD1 3JT.
“Kumulos Platform” refers to the products and services that Kumulos invites you to subscribe for.
‘You’ refers to the user or viewer of the Kumulos System or, if the Services are being used on behalf of an organization, such as an employer, “you” means such organization. In the latter case, the person accessing or using the Services represents and warrants that he or she has the authority to do so and to bind such organization to these Terms.
“Free Trial” refers to the period of time that Kumulos agrees to give you free use of the system.
“Expiry” refers to the end of the free trial period after which you will be required to pay to continue to use the service.
“Service” related to any products or features that is part of the Kumulos portfolio of services.
“Production Mode” refers to the action of setting the Kumulos service from in development mode to being ready to be approved by the App Store that the mobile app is to be distributed from.
“App Store” refers to the platform from which the mobile app is being distributed from, be that a public store that includes but is not exclusive to GooglePlay and Apple AppStore.
“Subscription” refers to the fees you are required to pay promptly each month to be granted the rights to use the Kumulos service.
“App Account” refers to the individual mobile apps that are added to the Kumulos Platform.
PLEASE READ THE TERMS CAREFULLY. YOU AGREE THAT BY REGISTERING AS A USER, BY ACCESSING OR USING THE SERVICES OR BY DOWNLOADING ANY KUMULOS SOFTWARE (WHETHER FROM THE SITE OR FROM A THIRD PARTY WEBSITE HOSTING SUCH SOFTWARE) YOU ARE BOUND BY THE TERMS.
- During the free trial period, typically but not exclusively defined as the period during which your mobile app is in developed and immediately prior to your app being set to “Production Mode”, Kumulos agrees to offer you full access to all publicly available features of the Kumulos System. For some features this will be for the time your app is in development. For other features this will be time bound by a specific period of time. The terms of the free trial period may be changed at any time at the discretion of Kumulos Limited. Currently the Kumulos Platform offers 60 calendar days free trial period for its mBaaS feature. All other features a 30 day free trial period applies.
- Fees for Service. You agree to pay Kumulos any fees for each service you purchase or use (including any overage fees) in accordance with the pricing and payment terms presented to you for that service. You will be billed using the billing method you select through the Payment Information section of the Kumulos system. If you cancel the service part way through the period for which you have already paid (called the “billing cycle”), Kumulos reserve the right to treat payments as non-refundable.
- Subscriptions. All of Kumulos services are billed on a subscription basis. Individual subscriptions apply to each app you have on the Kumulos Platform and each service that you have initiated under the Kumulos Platform. Your subscription will be due when your free trial period has expired for the feature that you are trialing, you have connected more than 25 devices to each individual app account, your app status is changed to Production mode, or your app is listed and available for download from any public or private app store, whichever happens first. You will be billed in advance of using the service. This is called the Billing Cycle. Billing cycles are monthly. Your subscription will automatically be renewed each billing cycle unless you cancel ahead of time. See Cancellation of Service below.
- Use of the Service, your account and termination of the service – In using the Services, you must abide by the Terms, use the Services in accordance with the Terms any documentation or policies we make available to you, and comply with applicable local, state, national and foreign laws, including those related to data privacy and intellectual property. You may not use your Account in a misleading or unlawful manner, including in a manner intended to trade on the name or reputation of others.
- Cancelling the service – you are able to cancel at any time. You can cancel all services or just individual services that are being provisioned by Kumulos for each individual app. To cancel you can either contact Support at [email protected], raise a support ticket under the Support section within your Kumulos Console. Alternatively, for the services that this applies to, you can simply switch your service out of “Production” mode and your subscription cancellation will be applied for the next billing cycle.
- Changes – We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material will try to give at least 30 days notice prior to any new material terms taking effect. What constitute a material change will be determined at our sole discretion.
- Governing Law – These Terms shall be governed and construed in accordance with the laws of the United Kingdom, without regard to its conflict of law provisions. Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements we might have between us regarding the Service.
- Neither we nor any third parties provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the Kumulos Platform for any particular purpose. You acknowledge that such information and materials may contain inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law.
- Your use of any information or materials within the Kumulos platform and supporting documentation and tutorials is entirely at your own risk, for which we shall not be liable. It shall be your own responsibility to ensure that any products or services you consume from Kumulos Ltd meet your specific requirements.
- You are responsible for safeguarding the Access Credentials that you use to access the Services. You agree to: (1) keep your Access Credentials secure and confidential and don’t allow any of your Admin Users to provide their Access Credentials to anyone else; (2) not permit others to use your account; (3) refrain from using other users’ accounts; and (4) refrain from charging anyone for access to any portion of the Services, your account, or any information therein. You acknowledge that if you wish to protect your transmission of data and/or files to Kumulos, it is your responsibility to use a secure encrypted connection to communicate with and/or utilize the Services.
- We rely on the Access Credentials as a method to differentiate one user from another. If someone else is using your Access Credentials, we will assume they are you and we’ll give them access. (Don’t forget, “you” includes your Admin Users for whom you are responsible). You will be responsible for all activity carried out under your Account using Access Credentials made available to you and anything that happens through your account, whether or not you have authorized such activities or actions, until you close your account or prove that your account security was compromised due to no fault of your own. If you know or suspect that someone has gained access to Access Credentials made available to you, you agree to immediately let us know. We’ll turn off the compromised Access Credentials and issue new Access Credentials. We reserve the right to take any action we deem necessary or reasonable to ensure the security of the Services and your Account, including terminating your access or the access of any of your Admin Users or App Users, changing passwords, or requesting additional information to authorize activities related to your Account. In no event and under no circumstances will we be held liable to you for any liabilities or damages resulting from or arising out of: (i) any action or inaction on our part under this provision, (ii) any compromise of the confidentiality of your Account, and (iii) any unauthorized access to or use of your Account.
- You understand and acknowledge that the software, code, tools, libraries, links, proprietary methods and systems, know-how, and other technology used to provide the Services or made available to you as part of the Services (collectively, “Our Technology”): (i) copyrighted by us and/or our licensors under United Kingdom and international copyright laws; (ii) subject to other intellectual property and proprietary rights and laws; and (iii) owned by us or our licensors. Except as expressly provided in the documentation accompanying the Services, Our Technology may not be copied, modified, reproduced, republished, posted, displayed, transmitted, sold, offered for sale, or redistributed in any way, and you may not make any derivative works of our Technology, without our prior written permission. You must abide by all copyright notices, information, or restrictions contained in or attached to any of Our Technology. Nothing in these Terms grants you any right to receive delivery of a copy of Our Technology or to obtain access to Our Technology except as generally and ordinarily permitted through the Services according to this EULA.
- In the event that you provide us any ideas, thoughts, criticisms, suggested improvements or other feedback related to the Our Technology (collectively “Feedback”), including in response to any product plans or roadmaps we share with you, you hereby grant to Kumulos a worldwide, royalty-free, fully paid, perpetual, irrevocable license to use, reproduce, modify, translate, distribute, perform, display, import, sell, license, offer for sale, make, have made and otherwise exploit the Feedback in any form, media, or technology, whether now known or hereafter developed, and to allow others to do the same without restriction or obligation of any kind, on account of confidential information, intellectual property rights or otherwise, and may incorporate into its services any service, product, technology, enhancement, documentation or other development (“Improvement”) incorporating or derived from any Feedback with no obligation to license or to make available the Improvement to you or any other person or entity. This is true whether you provide the Feedback on the Site or through any other method of communication with us, unless we have entered into a separate agreement with you that provides otherwise.
- Use of any information, materials, tools, libraries, software development kits, software code and associated documentation that is made available to you in connection with your use of the Services or otherwise through the Services (including on the Kumulos website or third party websites) (“Software”) is governed by the terms of the license agreement that accompanies or is included with the Software, or by the license agreement expressly stated on the website page(s) accompanying the Software. These license terms may be posted with the Software downloads on the page where the Software can be accessed. Further, you agree as follows:
- License Restrictions. You shall not use, download or install any Software that is accompanied by or includes a license agreement unless you agree to the terms of such license agreement. Unless the accompanying license agreement expressly allows otherwise, any copying or redistribution of the Software is prohibited, including any copying or redistribution of the Software to any other server or location, or redistribution or use on a service bureau basis. If there is any conflict between this EULA and the license agreement, the license agreement shall take precedence in relation to that Software; provided, however, that if no license agreement accompanies use of the Software, use of the Software will be governed by this EULA and the following license grant: subject to your compliance with the EULA, the Company grants you a non-assignable, non-transferable, non-sublicensable, revocable, non-exclusive license to use the Software for the sole purpose of enabling you to use the Services in the manner permitted by this EULA.
- Open Source. Some Software or components embedded or incorporated therein may be offered under an open source license (such as the GNU General Public License, the GNU Lesser General Public License, the Apache License, the Berkeley Software Distribution License, and the Sun Public License) that we will make available to you. Such software is licensed separately pursuant to the terms and conditions of its respective open-source software licenses. You agree to comply with the terms and conditions of such open-source software license agreements. You will have only such rights and/or licenses, if any, to use and distribute the open source license as are set forth in the relevant agreements listed on the “about” page of the Software.
- Pre-Release. If the Software is a pre-release version, then, notwithstanding anything to the contrary included within an accompanying license agreement, you are not permitted to use or otherwise rely on the Software for any commercial or production purposes.
- Right of Access, Restrictions, code, changes. On the condition that you comply with all your obligations under the Terms, Kumulos hereby grants to you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access through a generally available web browser or mobile device or application (but not through scraping, spidering, crawling or other technology or software used to access the Services without the express written consent of Kumulos) and use the Services, solely for purposes of developing Apps and setting up and maintaining a cloud backend for your Apps in accordance with the Terms. Any other use of the Services is strictly prohibited and a violation of the Terms. We reserve all rights not expressly granted in this EULA.
- Your use of the Services is limited by the usage restrictions set forth in on our website at the time you purchase the Services, and any use of the Services in ways that exceed the usage restrictions could result in additional costs, we will make best endeavors to let you know ahead of time that you could be exceeding your usage allowances, but cannot guarantee we will be able to do that. You may have the ability to create and upload onto the Services certain software code and integration scripts (expressly excluding any of Our Technology, the”Code”). Subject to the terms and conditions of this Agreement, you hereby grant Kumulos a non-exclusive license to inspect the Code to ensure its compliance with our Services and to use and modify the Code as necessary or desired to provide and improve the Services. We may modify or disable any Code at our discretion. You represent and warrant that the Code will not contain any open source software that is governed by a license that imposes a requirement or condition that any Kumulos software:
(1) be disclosed or distributed in source code form;
(2) be licensed for the purpose of making modifications or derivative works;
(3) be redistributable at no charge.
You have the right to access and use the Services as they exist on any given day and Kumulos has no other obligation with respect to updating, improving, maintaining, or making available the Services. Further, Kumulos may update, modify, revise, replace, refuse access to, suspend or discontinue the Services, partially or entirely, or change and modify prices for all or part of the Services in Kumulos’ sole discretion. All of these changes shall be effective upon their posting on our site or by direct communication to you unless otherwise noted. If you object to any such changes, your sole recourse will be to cease use of the Services. Continued use of the Services following notice of any such changes will indicate your acknowledgement of an agreement to such changes. You agree that we, in our sole discretion, may immediately terminate your access to the Services at any time, for any reason. YOU AGREE THAT WE WILL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY TERMINATION OF YOUR ACCESS TO THE SERVICES OR FOR ANY CHANGES WE MAY MAKE.
- DISCLAIMER OF WARRANTIES. THE SERVICES, CONTENT, AND SOFTWARE, AND THIRD PARTY CONTENT, SOFTWARE AND SERVICES, INCLUDED WITH OR OTHERWISE MADE AVAILABLE TO YOU VIA THE SERVICES ARE PROVIDED BY KUMULOS “WITH ALL FAULTS” AND ON AN “AS IS” AND “AS AVAILABLE” BASIS. KUMULOS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, AS TO THE OPERATION OF THE SERVICES, CONTENT, AND SOFTWARE, AND THIRD PARTY CONTENT, SOFTWARE AND SERVICES, INCLUDED WITH OR OTHERWISE MADE AVAILABLE TO YOU VIA THE SERVICES, AND WE EXPRESSLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT, QUIET ENJOYMENT, TITLE AND ACCURACY. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES, CONTENT, AND SOFTWARE, AND THIRD PARTY CONTENT, SOFTWARE AND SERVICES, INCLUDED WITH OR OTHERWISE MADE AVAILABLE TO YOU VIA THE SERVICES IS AT YOUR SOLE RISK. We make no warranty that the Services will meet your requirements, or that the Services will be uninterrupted, timely, secure, or error free; nor do we make any warranty as to the results that may be obtained from the use of the Services, or that defects in the Services will be corrected.
KUMULOS DISCLAIMS ANY RESPONSIBILITY FOR THE DELETION, FAILURE TO STORE, MISDELIVERY, OR UNTIMELY DELIVERY OF ANY INFORMATION, CONTENT, CODE OR OTHER MATERIAL. KUMULOS DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR ANY HARM RESULTING FROM DOWNLOADING OR ACCESSING ANY INFORMATION, CONTENT, CODE OR OTHER MATERIAL THROUGH THE SERVICES, INCLUDING, WITHOUT LIMITATION, FOR HARM CAUSED BY VIRUSES, MALICIOUS CODE OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. You understand and agree that you will be solely responsible for any damage to your computer or loss of data that results from the use of or download of any material, content, or code from the Services. No advice or information, whether oral or written, obtained by you from us through the Services or otherwise will create any warranty, representation or guarantee not expressly stated in this EULA.
To the extent that we may not, as a matter of applicable law, disclaim any implied warranty, the scope and duration of such warranty will be the minimum permitted under such applicable law. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, KUMULOS’S LIABILITY UNDER ANY IMPLIED OR STATUTORY WARRANTY, CONDITION, TERM, REPRESENTATION, UNDERTAKING OR GUARANTY WHICH CANNOT BE LEGALLY EXCLUDED IS LIMITED IN RESPECT OF THE SERVICES TO SUPPLYING THE SERVICES AGAIN.
LIMITATION OF LIABILITY. YOU ACKNOWLEDGE AND AGREE THAT WE ARE ONLY WILLING TO PROVIDE ACCESS TO THE SERVICES IF YOU AGREE TO CERTAIN LIMITATIONS OF OUR LIABILITY TO YOU AND TO THIRD PARTIES. YOU UNDERSTAND THAT TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL WE OR OUR OFFICERS, EMPLOYEES, DIRECTORS, AFFILIATES, AGENTS OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA, OPPORTUNITIES; COSTS TO PROCURE SUBSTITUTE GOODS OR SERVICES; OR BUSINESS INTERRUPTIONS ARISING OUT OF OR RELATED TO THE SERVICES, HOWEVER CAUSED, WHETHER ARISING UNDER STATUTE, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR WHETHER SUCH DAMAGE WAS FORESEEABLE OR IN THE CONTEMPLATION OF THE PARTIES. WE WILL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM THE TRANSACTIONS BETWEEN YOU AND THIRD PARTIES OR FOR ANY INFORMATION APPEARING ON THIRD PARTY SITES OR ANY OTHER SITE MADE AVAILABLE TO YOU VIA THE SERVICES. YOU SPECIFICALLY ACKNOWLEDGE THAT KUMULOS IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE, INFRINGING, HARMFUL, OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. FURTHER, KUMULOS WILL HAVE NO LIABILITY TO YOU OR TO ANY THIRD PARTY FOR ANY THIRD PARTY CONTENT UPLOADED ONTO OR DOWNLOADED OR THROUGH THE SERVICES, OR IF YOUR DATA IS LOST, CORRUPTED OR EXPOSED TO UNINTENDED THIRD PARTIES.
WITHOUT LIMITING THE FOREGOING, UNDER NO CIRCUMSTANCES WILL WE OR OUR LICENSORS BE HELD LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM ACTS OF NATURE, FORCES, OR CAUSES BEYOND OUR REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, INTERNET FAILURES, COMPUTER EQUIPMENT FAILURES, TELECOMMUNICATION EQUIPMENT FAILURES, OTHER EQUIPMENT FAILURES, ELECTRICAL POWER FAILURES, STRIKES, LABOR DISPUTES, RIOTS, INSURRECTIONS, CIVIL DISTURBANCES, SHORTAGES OF LABOR OR MATERIALS, FIRES, FLOODS, STORMS, EXPLOSIONS, ACTS OF GOD, WAR, GOVERNMENTAL ACTIONS, ORDERS OF DOMESTIC OR FOREIGN COURTS OR TRIBUNALS, OR NON-PERFORMANCE OF THIRD PARTIES.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS AND DISCLAIMERS MAY NOT APPLY TO YOU.
- You agree to indemnify, defend and hold harmless Kumulos, our parents, subsidiaries, affiliates, officers, directors, co-branders and other partners, employees, consultants and agents, from and against any and all claims, suits, proceedings, investigations, allegations, demands, damages, costs, expenses, amounts agreed to in settlement, losses and any and all other liabilities (including reasonable legal fees and court costs) arising out of or resulting from: (i) your use of the Services or Software; (ii) your Content, Code, or Apps, or any information, data, content, software or materials that you use with the Services, including without limitation any violation, misappropriation, or infringement of a third party’s intellectual property rights or rights of privacy or publicity; (iii) a breach or violation of this EULA or the Terms; (iv) a violation of any rights of any other person or entity; (v) your registration; (vi) any viruses, Trojan horses, worms, time bombs, spyware, malware, cancelbots or other similar harmful or deleterious programming routines input by you or your Content or Code into the Services or by any App.
If you have any questions or concerns about the Services, your registration, or anything else, please follow the Contact Us link on our website, or send an e-mail to [email protected]
Last updated 16 September 2016