PLEASE READ THE FOLLOWING CAREFULLY BEFORE ACCEPTING THESE TERMS AND REGISTERING FOR, ACCESSING AND/OR USING UTILITONOMY.COM
By creating an Account UTILITONOMY.COM and/or by joining an existing Account and/or by accepting an invitation to join an existing Account inUTILITONOMY.COM as an Authorized user (as defined below) and/or by accessing and using the UTILITONOMY.COM or any other website that we operate (each, together with its sub-domains, content and services, the “Site”), you accept these terms of service (the “Terms”), and you acknowledge that you, on your own behalf as an individual and on behalf of your employer or another legal entity (collectively, “you” or “your”), have read and understood and agree to comply with the terms and conditions below, and are entering into a binding legal agreement with Krypton Solutions Ltd. (“UTILITONOMY”, “us”, “we” or “our”). If you are creating an account (“Account” as defined below) (A) you are entering into these Terms as individual, (B) you represent and warrant that you have or you were granted full authority to bind the aforesaid Organization to these Terms. If you do not agree to comply with and be bound by these Terms or do not have authority to bind the Organization or any other entity, please do not accept these Terms or access or use the Site and do not provide Personal Data to us. You hereby waive any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law. For clarity, these Terms also apply on each Authorized User (defined below) and as an Authorized User, upon the creation of a User Account (defined below), you hereby agree to any terms that apply to you and that are specified hereunder.
“Visitor” means any individual who has visited the website to receive more information about the company.
“Personal Data” means any information relating to an identified or identifiable natural person (‘Data Subject’); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person and/or any data considered “personal data” and/or “personally identifiable information” by any data protection or privacy law or regulation.
- Description of the Site
2.1. Site. The Site UTILITONOMY.COM is intended to provide you with information about UTILITONOMY products and services, to enable you to purchase a subscription to the Service. For clarity, the term “Site” includes all Content (defined above) on the Site, but excludes the Service, unless otherwise specified herein.
- Ability to Accept Terms
3.1. If you, access and use the Site and/or the Service, you represent and warrant that you are at least 18 years old. The Site and/or Service are only intended for individuals aged sixteen (16) years or older. If you are under 16 years please do not visit, access or use the Site and/or Service. If you are between 16 and 18 years of age, then you must review these Terms with your parent or guardian before visiting, accessing or using the Service and the Site make sure that you and your parent or guardian understand these Terms and agree to them by sending a written communication to UTILITONOMY.COM stating such agreement to these Terms. We reserve the right to request proof of age at any stage so that we can verify compliance with this paragraph. In the case that it comes to our knowledge that a person breaches this paragraph, we may prohibit and block such user from accessing and/or using Service or the Site. You may not access and use the Service if you are, and you represent and warrant that you are not, a competitor of UTILITONOMY.COM.
- Subscription to the Service
4.1. Subscription. Subject to your, as an Authorized User, compliance with these Terms, and the payment of applicable Fees (defined below), UTILITONOMY.COMhereby grants you, and you accept, a non-exclusive, non-transferable, non-sublicensable, and fully revocable subscription (“Subscription”) to access and use the Service during the Subscription Period (defined below).
- Using the Service
5.1. UTILITONOMY.COM provides the following service functionalities as a part of the Service. UTILITONOMY.COM may add other functionalities and/or modify some of the functionalities at its own discretion and without further notice, however, if we make any changes in the functionality of the Service that we find to be material, then we will notify you by posting an announcement on the Site and/or via the Service or by sending you an email.
- Site Access
6.1. We hereby grant you permission to visit and use the Site for your information and personal use only, subject to these Terms and your compliance with applicable law.
7.1. Except as expressly permitted in these Terms, you may not, and shall not allow an Authorized User or any third party to: (i) give, sell, rent, lease, timeshare, sublicense, disclose, publish, assign, market, sell, display, transmit, broadcast, transfer or distribute any portion of the Service or the Site to any third party, including, but not limited to your affiliates, or use the Service in any service bureau arrangement; (ii) circumvent, disable or otherwise interfere with security-related features of the Site or Service or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Service or Site; (iii) reverse engineer, decompile or disassemble, decrypt or, attempt to derive the source code of, the Service or Site, or any components thereof; (iv) copy, modify, translate, patch, improve, alter, change or create any derivative works of the Service or Site, or any part thereof; (v) use any robot, spider, scraper, or other automated means to access or monitor the Service or Site for any purpose; (vi) take any action that imposes or may impose (at UTILITONOMY.COM sole discretion) an unreasonable or disproportionately large load on the UTILITONOMY.COM. infrastructure or infrastructure which supports the Site or Service; (vii) interfere or attempt to interfere with the integrity or proper working of the Service or Site, or any related activities; (viii) remove, deface, obscure, or alterUTILITONOMY.COM or any third party’s identification, attribution or copyright notices, trademarks, or other proprietary rights affixed to or provided as part of the Service or Site, or use or display logos of the Service or Site without UTILITONOMY.COM prior written approval; (ix) use UTILITONOMY.COM Marks without our prior written consent; (x) use the Service or Site to develop a competing service or product; (xi) use the Service or Site to send unsolicited or unauthorized commercial communications; and/or (xii) use the Service or Site in any unlawful manner, for any harmful, irresponsible, or inappropriate purpose, or in breach of these Terms, any terms and conditions of any third-party product or service you use, or agreement you have entered into with any third party.
8.1. Creating your User Account, you acknowledge and agree: (i) to provide accurate and complete User Account and login information; (ii) to keep, and ensure that, your User Account login details and password are secured at all times; and (iii) to remain solely responsible and liable for the activity arising out of any failure to keep your User Account details confidential; and (iv) to promptly notify UTILITONOMY.COM in writing if you become aware of any unauthorized access or use of your User Account or the Service. You further represent and warrant that in creating your User Account you were not previously blocked byUTILITONOMY.COM from having a User Account or otherwise using the Service.
- Customer Data
9.1. License. While using the Service, Authorized Users may submit certain content, data or information to the Service (either to Public, Private or Shareable Boards), such as (i) images and/or text and/or videos used in creating content through the service, as well as comments; (ii) images or videos retrieved from third parties in such items; (iii) description, text and information processed through the Service; (iv) submissions made through the Service or any other data which is stored on, or otherwise processed by the Service (“Customer Data”). You, as the Authorized User hereby grant us a royalty free, worldwide, non-exclusive license to use, process, access, modify, display, copy and store Customer Data in order to provide the Service to you, perform our obligations, and enable you to share the Customer Data or interact with other people, to distribute and publicly perform and display Customer Data as you direct or enable through the Service.
9.3. Security. UTILITONOMY.COM agrees during the Term to implement reasonable security measures to protect Customer Data and will, at a minimum, utilize industry standard security procedures. However, because of the nature of the Service, which combines public and private information that is conveyed over the public internet, to the maximum extent permitted by law: (i) UTILITONOMY.COM shall not be held liable for any damage caused as a result of your use of the Service, their unavailability, any error or faults in the Service and (ii) You alone shall be responsible and liable for the maintenance and backup of all your Customer Data.
- User Submissions.
10.1. Responsibility. The Site may permit the publishing of certain data, information or content by you and other users (“User Submissions”). For clarity, the term User Submissions in this Section 10 shall not apply to any Customer Data. You understand that whether or not such User Submissions are published, we do not guarantee that other users will not copy or redistribute User Submissions. You shall be solely responsible for your User Submissions and the consequences of posting, publishing or uploading them. We reserve the right in our sole discretion and without further notice to you, to remove, delete, and/or remove any and all User Submissions posted on the Site at any time and for any reason.
10.2. Ownership. You as an Authorized User represent and warrant that you own or have the necessary rights and permissions to use and authorize us to use all Intellectual Property Rights (defined below) in and to your User Submissions, and to enable inclusion and use thereof as contemplated by the Site and these Terms. “Intellectual Property Rights” means any and all rights, titles and interests, whether foreign or domestic, in and to any and all trade secrets, patents, copyrights, service marks, trademarks, know-how, or similar intellectual property rights, as well as any and all moral rights, rights of privacy, data protection, publicity and similar rights of any type under the laws or regulations of any governmental, regulatory, or judicial authority, foreign or domestic. You retain all of your ownership rights in and to your User Submissions.
10.3. License to User Submissions. By submitting the User Submissions to the Site, you hereby grant us a worldwide, irrevocable, non-exclusive, royalty-free, perpetual, sublicensable and transferable license to host, use, reproduce, distribute, prepare derivative works of, and display the User Submissions in connection with the Site and our business, including without limitation for publishing and redistributing part or all of your User Submissions (and derivative works thereof) in any media formats and through any media channels and, and you hereby waive any moral rights in your User Submissions, to the extent permitted by law. You also hereby grant each user of the Site or other viewer or user of the User Submissions a non-exclusive right to use, reproduce, distribute, prepare derivative works of, and display such User Submissions, all in accordance with these Terms.
10.4. Prohibited Content. You agree that you will comply with subsections 9.2(ii)(a)-(e), except that any reference thereof applying to Customer Data, shall be deemed to apply to User Submissions.
10.5. Exposure. You understand and acknowledge that when accessing and using the Site: (i) you may be exposed to User Submissions from a variety of sources, and that we are not responsible for the accuracy, usefulness, safety, or Intellectual Property Rights of, or relating to, such User Submissions; and (ii) you may be exposed to User Submissions that are inaccurate, offensive, indecent, or objectionable. You hereby agree to waive, and hereby do waive, any legal or equitable rights or remedies you may have against UTILITONOMY.COM with respect to (i) and (ii) herein.
- Intellectual Property Rights.
11.1. Site and Service. The Service, Site and the API, including all Content contained or displayed on the Site or Service (excluding Customer Data and User Submissions), are the property of UTILITONOMY.COM and may be protected by applicable copyright or other intellectual property laws and treaties. As between You and UTILITONOMY.COM, title and full, exclusive ownership rights in the Service and the Site (and all parts of either, including the Content), and all reproductions, corrections, modifications, enhancements and improvements, and all related patent rights, copyrights, trade secrets, trademarks, service marks, related goodwill, including data related thereto and to your usage of the Service and the Site (excluding Customer Data and User Submissions), andUTILITONOMY.COM intellectual property rights, and any rights therein not explicitly granted to you hereunder, are reserved to and shall remain solely and exclusively proprietary to UTILITONOMY.COM (its licensors, or its third party providers), the UTILITONOMY.COM logo, and other marks are Marks of UTILITONOMY.COMor its affiliates. All other trademarks, service marks, and logos used on the Site or Service are the trademarks, service marks, or logos of their respective owners. We reserve all rights not expressly granted herein in relation to the Service, Site and the Content.
11.2. Customer Data. The intellectual property and all other rights, title and interest of any nature in and to Customer Data contained are and shall remain the exclusive property of the Authorized User and the Authorized User shall have the right at its sole discretion to access, and/or limit your access and/or remove and/or assign the ownership to any of the Customer Data you have generated. Except as expressly set forth herein, nothing in these Terms shall be construed as transferring any rights, title or interests of Customer Data to UTILITONOMY.COM or any third party.
11.3. Feedback. It is anticipated that you, as an Authorized User may provide suggestions, comments or other feedback to the UTILITONOMY.COM Service, the API and/or the Site (“Feedback”). Feedback shall be deemed the sole property of UTILITONOMY.COM without restrictions or limitations of any kind. Without derogating from the above, UTILITONOMY.COM will be free to adopt such Feedback for any of its products or services, use it in any other manner, disclose, reproduce, license or otherwise distribute and exploit the Feedback provided to it as it sees fit, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise. You hereby waive any right to the Feedback, including but limited to, moral rights and any right for royalties or any other consideration. Without derogating from the above, you hereby grant us a worldwide, irrevocable, non- exclusive, royalty-free, perpetual, sublicensable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform any information and/or content that you post, disclose, publish.
- Anonymous Information.
12.1. Notwithstanding any other provision of these Terms, we may collect, use and publish Anonymous Information (defined below) relating to your use of the Service and/or Site, and disclose it to provide, improve and publicize our products and services and for other business purposes. “Anonymous Information”means information which does not enable identification of an individual, such as aggregated and analytics information. UTILITONOMY.COM owns all Anonymous Information collected or obtained by UTILITONOMY.COM.
13.1. Payment Terms. The payments made to UTILITONOMY.COM shall be made on a recurring basis, and shall be changed in accordance to your usage of the Service. All billing cycles are renewed automatically for the same billing cycle. Fees for the current cycle (monthly, annual or bi-annual) (the “Billing Cycle”) are based on the prevailing rate on the first date of such cycle according to the service selected. All Fees are stated, and shall be paid, in the currency selected by you, are non-refundable and exclusive of all taxes, levies, or duties, which are your responsibility. If you are located in a jurisdiction which requires you to deduct or withhold taxes or other amounts from any amounts due to us, you must notify us in writing. In such a case, we reserve the right to assess the withheld amount or to increase the gross amount of the applicable payment so that, after the deduction or withholding for taxes, the net amount paid to us will not be less than the amount we would have received without the required deduction or withholding.
- Warranty Disclaimer.
14.1. The Site and the service are provided on an “as is” and “as available” basis, and without warranties of any kind either express or implied. You assume all responsibility for accessing and using the Site and Service and for the selection of the service to achieve your intended results. UTILITONOMY.COM hereby disclaims all warranties, express or implied, including without limitation, implied warranties of merchantability, title, fitness for a particular purpose, and non-infringement.
14.2. UTILITONOMY.COM does not warrant that the service or access to and use of the Site or Service will be uninterrupted, error free, that defects will be corrected, or that the Site or Service is free from viruses or other harmful code.
14.3. UTILITONOMY.COM offers no warranty regarding the reliability of the performance of the service, including without limitation any warranty: (i) that the service, including any anti-virus or anti-spam features, will detect, block or prevent all viruses, spam or other harmful or unwanted code or intrusions; and (ii) regarding the backup or storage of customer data on or by the service.
14.4. UTILITONOMY.COM does not offer a warranty or make any representation regarding any content, information, reports or results that you obtain through the Service and/or the Site. Your use of and reliance upon Service or Site, or content and your data (including customer data) is entirely at your sole discretion and risk, and UTILITONOMY.COM, its affiliates and third-party providers, shall have no responsibility or liability whatsoever to you in connection with any of the foregoing.
14.5. You agree that we will not be held responsible for any consequences that may result from technical problems including without limitation in connection with the internet (such as slow connections, traffic congestion or overload of our or other servers) or any telecommunications or internet providers.
14.6. Applicable law may not allow the exclusion of certain warranties, so to that extent such exclusions may not apply.
- Limitation of Liability.
15.1. Notwithstanding anything to the contrary and to the fullest extent permissible by law:
15.1.1. In no event will, UTILITONOMY.COM its affiliates and third-party providers, be liable under, or otherwise in connection with these terms for: (i) any direct, indirect, exemplary, special, consequential, incidental or punitive damages; (ii) any loss of profits, business, or anticipated savings; (iii) any loss of, or damage to data, reputation, revenue or goodwill; and/or (iv) the cost of procuring any substitute goods or services.
15.1.2. In no case shall the total aggregate liability of UTILITONOMY.COM, its affiliates or its third-party providers, under, or otherwise in connection with, these terms (including the Site and the Service), exceed the total amount of fees actually paid by you (if any) for in the six (6) months immediately prior to the event giving rise to such liability. This limitation of liability is cumulative and not per incident.
15.1.3. The foregoing exclusions and limitations on liability set forth in this section 21 shall apply: (i) even if UTILITONOMY.COM, its affiliates or third-party providers, have been advised, or should have been aware, of the possibility of losses or damages; (ii) even if any remedy in these terms fails of its essential purpose; and (iii) regardless of the theory or basis of liability (such as, but not limited to, breach of contract or tort).
15.1.4. No action, regardless of form, may be brought by you after the earlier of (a) 12 months after the date on which you become aware that a cause of action has arisen, or (b) the period set forth under the applicable statute of limitations.
16.1. You and you hereby warrant, represent and agree to indemnify, hold UTILITONOMY.COM harmless and to indemnify UTILITONOMY.COM and its respective affiliates, officers, directors, employees and agents from and against any and all claims, damage, obligations, liabilities, loss, expense, legal expense (including but not limited to attorney’s fees) or cost incurred as a result of (i) your use of or inability to use the Services; (ii) your violation of these Terms, including any false representation; and/or (iii) your Customer Data and/or data protection laws, regulations or obligations.
17.1. We reserve the right to access, read, preserve, and disclose any information that we obtain in connection with the Service and/or the Site as we reasonably believe necessary to: (i) satisfy any applicable law, regulation, legal process, subpoena or governmental request, (ii) enforce these Terms, including to investigate potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to your support requests, and/or (v) protect the rights, property or safety of UTILITONOMY.COM, its users or the public.
- Governing Law and Disputes.
18.1. These Term sand any disputes between you and UTILITONOMY.COM shall be governed by the laws of the Cyprus, without reference to its conflict of laws rules.
18.2. The exclusive jurisdiction and venue for all disputes between you and UTILITONOMY.COM shall be the courts located in Nicosia, and each party hereby irrevocably consents to the jurisdiction of such courts.
19.1. We reserve the right to discontinue or modify any aspect of the Site or Service at any time. These Terms represent the complete agreement concerning the Service and the Site between you and UTILITONOMY.COM and supersede all prior agreements and representations related to the subject matter hereof. To the extent of any inconsistency or conflict these Terms shall prevail. Section headings are provided for convenience only and have no substantive effect on construction. Except for your obligation to pay UTILITONOMY.COM, neither party shall be liable for any failure to perform due to causes beyond its reasonable control. Nothing herein shall be construed to create any employment relationship, partnership, joint venture or agency relationship or to authorize any party to enter into any commitment or agreement binding on the other party. If any provision of these Terms is held to be unenforceable, these Terms shall be construed without such provision. The failure by a party to exercise any right hereunder shall not operate as a waiver of such party’s right to exercise such right or any other right in the future. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term.
Last update: Nov 26th, 2018