We want you to enjoy and use KISO as much as possible, so we offer several licensing tiers. But please remember, we're a small business, privately owned and operated and if you give away our code by open sourcing it, you're making it harder if not impossible for us to keep going. Please don't do that.
Preamble: This Agreement, signed on July 15th, 2019 [hereinafter: Effective Date] governs the relationship between Licensee, a private person, (hereinafter: Licensee) and Kantan Designs Inc. (doing business as KISO), a duly registered company in British Columbia, Canada whose principal place of business is Suite 200 - 911 Yates Street, Victoria, BC, V8V 4X3, Canada (Hereinafter: Licensor). This Agreement sets the terms, rights, restrictions and obligations on using KISO Properties and Source Code (hereinafter: The Software) created and owned by Licensor, as detailed herein
Licensor May Discontinue The Services
Licensor may choose to modify or discontinue the Services, including any portions of the Services as we update our offerings and add more features. We may stop, suspend, or modify the Services at any time without prior notice to Licensee. Licensor may terminate this agreement with Licensee, all users or any user, for any reason or no reason, at its full discretion and without any prior written notice.
Licensor May Modify These Terms
Licensor may update these Terms from time to time. The most current version of these Terms will be posted on the Site. Any changes to the Terms will be effective immediately. Please check the Site regularly to view our then-current Terms.
In registering for the Services, Licensee agree to (1) provide true, accurate, current and complete information about themself (as part of your User Data) prompted by our registration form; and (2) maintain and promptly update the User Data to keep it true, accurate, current and complete. Licensee agrees not to create an account using a false identity or information. It is Licensee's responsibility to safeguard the login and password that Licensee uses to access the Services and Licensee agrees not to share their login and password with any third party, including not sharing Licensee's login amongst two or more users. Licensee is responsible for any activity originating from Licensee's account, regardless of whether such activity is authorized by Licensee. Licensee should notify Licensor immediately of any unauthorized use of Licensee's account.
In general, Licensee's e-mail, address, website, phone number, and any other contact related data Licensee submit to us (Licensee's “User Data”) is used either to respond to requests that Licensee make, or to aid us in serving Licensee better. Licensor uses Licensee's User Data in the following ways: to facilitate the creation of and secure Licensee account on our network; identify Licensee as a user in our system; provide improved administration of our website, products, and related services; improve the quality of experience when Licensee interact with our website, products, and related services; send Licensee a welcome e-mail; send Licensee administrative e-mail notifications, such as security or support and maintenance advisories; respond to Licensee's inquiries related to employment opportunities or other requests; send promotional communications; provide Licensee with hardcopy or electronic newsletters, or surveys; send upgrades and special offers related to our products and related services and for other marketing purposes of Licensor, should Licensee request to receive such communications from us.
Licensor shall use reasonable efforts to provide Support for the Services as during the length of the contract. Customer Support shall be open during business hours (9AM - 5PM, PST) and shall be performed via email. Live chat and or phone support services are not guaranteed. Outside those hours, Licensor shall not be held accountable for any delay. Additional support is provided with our user guides and documentation at https://kiso.io/docs (“Documentation”). Nothing in this Agreement shall require Licensor to provide Licensee with support or fixes to any bug, failure, mis-performance or other defect in The Services, Source Code or other Licensor Properties.
Upgrades, Updates and Fixes:
Licensor may provide Licensee, from time to time, with Upgrades, Updates or Fixes, as detailed herein and according to the sole discretion of Licensor. Licensee hereby warrants to keep The Software up-to-date and install all relevant updates and fixes, and may, at his sole discretion, purchase upgrades, according to the rates set by Licensor. Nothing in this Agreement shall require Licensor to provide Updates or Fixes.
For the purpose of this license, an Upgrade shall be a material amendment in The Software, which contains new features and or major performance improvements and shall be marked as a new version number. For example, should Licensee purchase The Software under version 1.X.X, an upgrade shall commence under number 2.0.0.
For the purpose of this license, an update shall be a minor amendment in The Software, which may contain new features or minor improvements and shall be marked as a new sub-version number. For example, should Licensee purchase The Software under version 1.1.X, an upgrade shall commence under number 1.2.0.
For the purpose of this license, a fix shall be a minor amendment in The Software, intended to remove bugs or alter minor features which impair the The Software's functionality. A fix shall be marked as a new sub-sub-version number. For example, should Licensee purchase Software under version 1.1.1, a fix shall commence under number 1.1.2.
Bug Notification: Licensee may provide Licensor of details regarding any bug, defect or failure in The Software promptly and with no delay from such event; Licensee shall comply with Licensor's request for information regarding bugs, defects or failures and furnish him with information, screenshots and try to reproduce such bugs, defects or failures.
Feature Request: Licensee may request additional features in Software, provided, however, that (i) Licesee shall waive any claim or right in such feature should feature be developed by Licensor; (ii) Licensee shall be prohibited from developing the feature, or disclose such feature request, or feature, to any 3rd party directly competing with Licensor or any 3rd party which may be, following the development of such feature, in direct competition with Licensor; (iii) Licensee warrants that feature does not infringe any 3rd party patent, trademark, trade-secret or any other intellectual property right; and (iv) Licensee developed, envisioned or created the feature solely by himself.
Licensor Proprietary Rights
Except with respect to Licensee's Application Data and any information, data, text, music, sound, photographs, video, messages or other materials submitted by Licensee or other users (“User Content”), Licensee agrees that Licensor and our suppliers own all rights, title and interest in the Licensor Properties and Content. Licensor’s Software and other technology that may be used to provide the Services are protected by copyright, trademark, and other laws of both Canada and foreign countries. These terms do not grant Licensee any right, title, or interest in any of the Licensor Properties or any Content other than Licenseer Application Data and Licensee's User Content. These Terms do not grant Licensee any rights to use the Licensor trademarks, logos, domain names, or other brand features.
THE SERVICE AND THE SOFTWARE IS AVAILABLE “AS-IS” AND WITHOUT WARRANTY
LICENSOR PROVIDES THE SOFTWARE “AS IS” AND ON AN “AS AVAILABLE” BASIS. LICENSEES USE OF THE LICENSOR PROPERTIES IS AT LICENSEE'S OWN RISK. LICENSOR PROVIDES THE SOFTWARE WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. WE ALSO DISCLAIM ANY WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. LICENSOR MAKES NO WARRANTY OR CONDITION THAT THE SOFTWARE WILL MEET LICENSEE REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE. LICENSOR MAKES NO WARRANTY OR CONDITION THAT RESULTS OBTAINED FROM LICENSEE USE OF THE LICENSOR PROPERTIES OR SOURCE CODE WILL BE ACCURATE OR RELIABLE OR THAT ANY ERRORS IN THE LICENSOR PROPERTIES OR SOURCE CODE WILL BE CORRECTED. LICENSOR WILL HAVE NO RESPONSIBILITY FOR ANY HARM TO LICENSEE COMPUTER SYSTEM, LOSS OR CORRUPTION OF DATA, OR OTHER HARM THAT RESULTS FROM LICENSEER ACCESS TO OR USE OF THE LICENSOR PROPERTIES OR SOURCE CODE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY LICENSEE IN CONNECTION WITH LICENSEE'S USE OF THE LICENSOR PROPERTIES OR SOURCE CODE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
LICENSOR'S LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL LICENSOR, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS) DAMAGES, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT LICENSOR HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
THE SOFTWARE IS PROVIDED UNDER AN AS-IS BASIS. LICENSOR SHALL NEVER, AND WITHOUT ANY LIMIT, BE LIABLE FOR ANY DAMAGE, COST, EXPENSE OR ANY OTHER PAYMENT INCURRED BY LICESEE AS A RESULT OF SOFTWARE'S ACTIONS, FAILURE, BUGS AND/OR ANY OTHER INTERACTION BETWEEN THE SOFTWARE AND LICESEE'S END-EQUIPMENT, COMPUTERS, OTHER SOFTWARE OR ANY 3RD PARTY, END-EQUIPMENT, COMPUTER OR SERVICES. &NBSP;MOREOVER, LICENSOR SHALL NEVER BE LIABLE FOR ANY DEFECT IN SOURCE CODE WRITTEN BY LICENSEE WHEN RELYING ON THE SOFTWARE OR USING THE SOFTWARE'S SOURCE CODE.
Licensee hereby states that they inspected The Software thoroughly and found it satisfactory and adequate to their needs, that it does not interfere with their regular operation and that it does meet the standards and scope of their computer systems and architecture. Licensee found that The Software interacts with their development, website and server environment and that it does not infringe any of End User License Agreement of any software Licensee may use in performing their services. Licensee hereby waives any claims regarding The Software's incompatibility, performance, results and features, and warrants that they inspected the The Software.
LICENSEE HEREBY WARRANTS TO HOLD LICENSOR HARMLESS AND INDEMNIFY LICENSOR FOR ANY LAWSUIT BROUGHT AGAINST IT IN REGARDS TO LICENSEE'S USE OF THE SOFTWARE IN MEANS THAT VIOLATE, BREACH OR OTHERWISE CIRCUMVENT THIS LICENSE, LICENSOR'S INTELLECTUAL PROPERTY RIGHTS OR LICENSOR'S TITLE IN THE SOFTWARE. LICENSOR SHALL PROMPTLY NOTIFY LICENSEE IN CASE OF SUCH LEGAL ACTION AND REQUEST LICENSEE'S CONSENT PRIOR TO ANY SETTLEMENT IN RELATION TO SUCH LAWSUIT OR CLAIM.
Term & Termination:
The Term of this contract shall be until terminated. Licensor may terminate this Agreement, including Licensee's license in the case where Licensee :
became insolvent or otherwise entered into any liquidation process; or
exported The Software to any jurisdiction where licensor may not enforce his rights under this agreements in; or
Licensee was in breach of any of this license's terms and conditions and such breach was not cured, immediately upon notification; or
Licensee in breach of any of the terms of clause 4 to this license; or
Licensee otherwise entered into any arrangement which caused Licensor to be unable to enforce his rights under this License.
In consideration of the License granted under clause 4, Licensee shall pay Licensor a recurring monthly fee, via Stripe or any other mean which Licensor may deem adequate. Failure to perform payment shall construe as material breach of this Agreement.
Licensee warrants that they inspected The Software according to clause 3(3) and that it is adequate to their needs. Licensee can be, entitled to a refund of the most recent monthly recurring fee only, within 30 days of the fee being paid. Refunds for before the 30 days previous to the most recent recurring montly fee are not possible.
It is Licensee's responsibility to cancel their subscription if it is not longer needed. Licensor will not be held responsible for Licensee failing to cancel an un-needed subscription and will not be obliged to refund any amount other than the last processed subscription fee. If Licensee cancells their subscription within 48hrs of the subscription commencing, they will automatically be refunded the subscription fee.
Keeping The Proprietary Software Closed Source:
Licensee warrants that they will never allow The Software (except those third party libraries or code which parts may already be licensed under other open source licenses) to be published in any capacity online or otherwise, or that they will allow by action or inaction The Software to become Open Source.
Right of Publicity
The Licensee expressly, exclusively and irrevocably grants to KISO the rights to use Licensee's logo, wordmark, name, quotations and endorsements, or paraphrases of Endorser’s quotations and endorsements, however obtained.
Governing Law, Jurisdiction:
For the purposes of this Agreement, the Govenerning Laws shall be those of British Columbia, Canada. Licensee hereby agrees not to initiate class-action lawsuits against Licensor in relation to this license and to compensate Licensor for any legal fees, cost or attorney fees should any claim brought by Licensee against Licensor be denied, in part or in full.
Licensor hereby grants Licensee a Personal, Non-assignable & non-transferable, Commercial, Royalty free, Including the rights to create but not distribute derivative works, Non-exclusive license, all with accordance with the terms set forth and other legal restrictions set forth in 3rd party software used while running Software.
Limited: Licensee may use Software for the purpose of:
Running Software on Licensee's Website[s] and Server[s];
Allowing 3rd Parties to run Software on Licensee's Website[s] and Server[s];
Publishing Software's output to Licensee and 3rd Parties;
Distribute verbatim copies of Software's output (including compiled binaries);
Modify Software to suit Licensee's needs and specifications.
Licensee may sublicense Software as a part of a larger work containing more than Software, distributed solely in Object or Binary form under a personal, non-sublicensable, limited license. Such redistribution shall be limited to apps codebases.
Non Assignable & Non-Transferable:
Licensee may not assign or transfer his rights and duties under this license.
Commercial, Royalty Free:
Licensee may use Software for any purpose, including paid-services, without any royalties
Including the Right to Create Derivative Works: Licensee may create derivative works based on Software, including amending Software’s source code, modifying it, integrating it into a larger work or removing portions of Software, as long as no distribution of the derivative works is made