LICENCE.txt

Talaikis Ltd. Terms of Service

Revised: June 27th, 2020

IMPORTANT - THIS AGREEMENT ("AGREEMENT") IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR ENTITY) ("LICENSEE", "YOU" OR "YOUR") AND Talaikis Ltd. ("Talaikis Ltd."). BY USING THE SERVICES and/ or ANY SOFTWARE HEREIN DESCRIBED, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT TO Talaikis Ltd. THAT YOU HAVE LEGAL AUTHORITY TO BIND THAT ENTITY.

1. Your Agreement with Talaikis Ltd.

You are agreeing to use one or more of Talaikis Ltd.'s services, which may be referred to individually or collectively herein as the "Service(s)", and/ or Talaikis Ltd.'s software ("Software"). The Service and the Software may not be error free. Therefore, You are advised to safeguard important data, to use caution and not to rely on the correct functioning or performance of the Service or Software. Although Talaikis Ltd. will use reasonable efforts to provide technical support (assuming you have paid any applicable fees), it provides no assurance that any specific errors in the Service or Software will be corrected.

2. License Grant and Restrictions

Subject to the terms and conditions of this Agreement and depending upon whether during sign-up and/ or purchase process you have agreed to use the Service and/ or the Software on a subscription basis or to receive a perpetual license to use the Software, Talaikis Ltd. grants to You:

* a non-exclusive, non-transferable license (without right to sublicense) to use the Service and/ or Software for the term of this Agreement; and/ or
* a non-exclusive, non-transferable, perpetual license (without right to sublicense) to use the Software.

Except as otherwise specifically permitted in this Agreement, You may not:

* modify or create any derivative works of the Service or Software;
* copy any portion of the Service or Software;
* sublicense or, unless You have signed up for an account that permits more than one user (in which case You agree not to exceed the permitted number of users), permit use of the Service or Software by more than one user;
* reverse engineer, decompile, or disassemble or otherwise attempt to derive the source code for the Software (except to the extent applicable laws specifically prohibit such restriction); or
* use the Service or Software in a timesharing, hosting or service bureau arrangement, or otherwise transfer rights to the Service or Software.

Any update to the Software provided to You is made on a license exchange basis such that You agree, as a condition for receiving an update, that You will terminate Your use any previous version of the Software. Talaikis Ltd. may automatically check the Service and/ or Your version of the Software and may automatically update the Service and/ or Software from time to time. You agree to accept such updates subject to this Agreement.

3. Your Account and Use of the Service or Software.

You may be required to create an account to participate in the Service and/ or use the Software. If You are entering into this Agreement on behalf of an entity, You represent and warrant that the entity will utilize the Services and/ or Software under a single account. You agree not to impersonate any person or entity or misrepresent Your identity or affiliation with any person or entity, including using another person's username, password or other account information. You are responsible for the security of Your password and for any use of Your account. You also agree to notify us promptly at info@talaikis.com of any unauthorized use of Your username, password, other account information, or any other breach of security that You become aware of involving or relating to the Service or Software.

If there is a fee associated with your use of the Service or Software, You agree to pay that fee. The fee charged excludes all applicable taxes and currency exchange settlements, unless stated otherwise. You are solely responsible for paying such taxes or other charges. Talaikis Ltd. may suspend or cancel Your access to the Service or Software if Talaikis Ltd. does not receive payment from You. Suspension or cancellation for non-payment may result in a loss of access to and use of Your account. To pay any fees, You will be asked to provide a payment method at the time you sign up with Talaikis Ltd.. You agree to keep your billing account information current at all times. By providing Talaikis Ltd. with Your payment method, You (a) represent that You are authorized to use the payment method that You provided and that any payment information You provide is true and accurate; and (b) authorize Talaikis Ltd. to charge You using Your payment method and to charge You for any paid feature that You choose to sign up for or use while this Agreement is in effect. You acknowledge and agree that Talaikis Ltd. may bill you on a recurring basis for Services that You purchase on a subscription basis. If You take part in any trial offer, You must cancel the Services by the end of the trial period to avoid incurring charges, unless Talaikis Ltd. notifies You otherwise. Talaikis Ltd. may change the price it charges for the Services at any time and will notify You in advance of such changes. If You do not agree to the price change, You must cancel and stop using the Services before the price change takes effect. If there is a fixed term and price for your Services offer, that price will remain in force for that term. Unless otherwise provided by law or by a particular Service offer, all purchases are final and non-refundable.

In Your use of the Service or Software, You agree to comply with all applicable laws and regulations. You shall, in connection with Your use of the Service or Software, comply with all applicable import, export and re-export control laws and regulations. For clarity, You are solely responsible for compliance related to the manner in which You choose to use the Service or Software, including Your transfer and processing of Your content via the Service or Software.

You agree that You will not:

* violate, infringe, or misappropriate other people's intellectual property, privacy or other legal rights;
* post or share anything that is illegal, abusive, harassing, or otherwise objectionable;
* transmit any viruses or other computer instructions or technological means that disrupt, damage, or interfere with the use of computers or related systems; or
* attempt to circumvent any technological measure implemented by Talaikis Ltd.

You represent that You have either reached the age of "majority" where You live or have valid parent or legal guardian consent to be bound by the terms of this Agreement. If You do not know whether You have reached the age of majority where You live, or do not understand this section, please do not create an account with Talaikis Ltd. before You have asked your parent or legal guardian for help. If You are the parent or legal guardian of a minor that creates an account with Talaikis Ltd., You accept this Agreement on the minor's behalf and agree to be responsible for all use of the corresponding account.

Talaikis Ltd. will treat Your data and information regarding your use of the Service and/ or Software in accordance with this Agreement and its Privacy Policy published at http://talaikis.com/privacy-policy, as may be amended from time to time.

You may not access the Service other than through the interfaces provided by Talaikis Ltd. or interfere with or disrupt the proper operation of the Service.

4. Support and Updates

Subject to Licensee's payment of the corresponding fees (if any), Talaikis Ltd. shall provide reasonable technical support. Licensee shall provide Talaikis Ltd. with such technical information and assistance as Talaikis Ltd. may reasonably request in order for it to provide support. Subject to Licensee's payment of the corresponding fees (if any), Talaikis Ltd. shall provide the Licensee with updates, enhancements and maintenance modifications as they become available.

5. Feedback/ Use of Licensee's Name

You agree, at your sole discretion, to provide to Talaikis Ltd. suggestions, comments and feedback regarding the Service or Software, including but not limited to usability and bug reports (collectively, "Feedback"). If You provide such Feedback to Talaikis Ltd., You hereby grant Talaikis Ltd. the following worldwide, non-exclusive, perpetual, irrevocable, royalty free, fully paid up rights to: make, use, copy, modify, sell, distribute, publicly perform or display, sublicense (including the right to sublicense to further third parties), and create derivative works of the Feedback as part of any Talaikis Ltd. product, technology, service, specification or documentation (individually and collectively, "Talaikis Ltd. Products"). You warrant that Your Feedback is not subject to any license or other terms that would purport to require Talaikis Ltd. to comply with any additional obligations with respect to any Talaikis Ltd. Products that incorporate any Feedback.

Talaikis Ltd. may use Licensee's name and/ or logos to identify Licensee as a Talaikis Ltd. licensee in its general marketing materials or otherwise.

6. Unauthorized Use

You agree to use reasonable efforts to cooperate with and assist Talaikis Ltd. in identifying and preventing any unauthorized use, copying, or disclosure of the Service or the Software.

7. Talaikis Ltd. Proprietary Rights

Talaikis Ltd. and any of its licensors own all proprietary rights in and to the Service and the Software. The Service and any Software provided to you is licensed and not sold. Except as expressly provided herein, Talaikis Ltd. retains all rights and does not grant any express or implied right to You under any Talaikis Ltd. patents, copyrights, trademarks, or trade secret information.

8. Modification and Termination of the Service

Talaikis Ltd. may place limits on, modify, suspend or terminate the Service generally, may remove or disable access to any content posted by You in using the Service and may suspend or terminate Your use of the Service or terminate this Agreement at any time, including as a result of Your use of the Service that Talaikis Ltd. reasonably deems to be excessive, which may include usage that substantially and repeatedly exceeds the typical levels of usage by other users of same category/tier of Service. Notwithstanding anything else in this Agreement, this suspension or termination may result in the immediate deletion of Your documents, information, files, and other previously available content. Talaikis Ltd. is under no obligation to return any content to you. If Talaikis Ltd. terminates the Service, Your use of the Service or this Agreement, the rights and licenses granted to You under this Agreement shall immediately terminate (except that You may continue to use any Software as provided in Section 2 in all instances other than termination of this Agreement as a result of Your breach) and You shall immediately cease using the Service. In addition to those provisions that survive according to their terms, Sections 3 through 15 shall continue to be effective after termination of this Agreement. If Talaikis Ltd. terminates the Service, Your use of the Service or this Agreement, the rights and licenses granted to You under this Agreement shall immediately terminate (except that You may continue to use any Software licensed on a perpetual basis as provided in Section 2 in all instances other than termination of this Agreement as a result of Your breach) and You shall immediately cease using the Service. In addition to those provisions that survive according to their terms, Sections 3 through 15 shall continue to be effective after termination of this Agreement.

9. Changes to this Agreement

Talaikis Ltd. may change this Agreement and will post the modified agreement (which shall then become the Agreement) on Talaikis Ltd.'s website. Therefore, Talaikis Ltd. encourages you to check the terms of this Agreement from time to time to see if they have been updated. If You do not agree to the modified agreement, Your sole recourse is to stop using the Service and/ or Software. Your continued use of the Service or Software after the date the modified agreement is posted will constitute Your acceptance of the modified agreement.

10. Indemnification by Talaikis Ltd.

During the Term, Talaikis Ltd. shall defend, indemnify and hold harmless Licensee and its officers, directors, employees, Users, successors and assigns, from and against any and all losses, damages, liabilities, settlements, reasonable costs and expenses resulting from or arising out of any third-party claim, demand, or cause of action which alleges that the Licensed Products infringe any duly issued patent, copyright or trademark or misappropriate any trade secret right of a third party ("Claim"). Licensee shall provide Talaikis Ltd. with prompt written notice of any Claim and permit Talaikis Ltd. to control the defense, settlement, adjustment or compromise of such Claim. Licensee shall have no authority to settle any Claim on behalf of Talaikis Ltd.. In addition, in the event use of the Licensed Products during the Term becomes, or in Talaikis Ltd.'s reasonable opinion is likely to become, the subject of a claim of infringement as outlined in this Section 10, Talaikis Ltd. may, at its option and expense: (a) obtain for Licensee the continuing right to use such Licensed Products; or (b) modify the Licensed Products or replace them with a substantially functional equivalent so that they no longer infringe; or (c) if neither (a) nor (b) is reasonably practicable, terminate Licensee's license to such allegedly infringing Services and/ or Software and refund to Licensee any unused pre-paid fees paid to Talaikis Ltd., in which case this Agreement and Licensee's right to use the Services and/ or Software will terminate. This Section 10 states Talaikis Ltd.'s entire liability and Licensee's exclusive remedy with respect to any claim of intellectual property infringement.

11. Indemnification by Licensee

You will defend, indemnify and hold harmless Talaikis Ltd., its affiliates, and their respective officers, directors, employees, agents, licensors and any third-party providers, from and against all claims, losses, damages and costs, including reasonable attorneys' fees, arising from any third-party claim against Talaikis Ltd. related to Your use of the Service or Software, including any document or content You submit to the Service.

12. Exclusion of Warranties

LICENSEE ACKNOWLEDGES AND UNDERSTANDS THAT THE SERVICE AND ANY SOFTWARE MAY CONTAIN ERRORS, OMISSIONS, AND PROBLEMS. LICENSEE HEREBY ACCEPTS THE SERVICE AND SOFTWARE, "AS IS" AND WITH ALL FAULTS, DEFECTS AND ERRORS AND LICENSEE UNDERSTANDS THAT IT ASSUMES ALL RISKS OF USE, QUALITY, AND PERFORMANCE. NEITHER Talaikis Ltd. NOR ANY OF Talaikis Ltd.'S LICENSORS MAKE ANY EXPRESS WARRANTIES, AND EACH OF THEM DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

13. Limitation of Liability

LICENSEE AGREES AND ACKNOWLEDGES THAT NEITHER Talaikis Ltd. NOR ANY OF ITS LICENSORS MAY BE HELD LIABLE FOR ANY CLAIM, LOSS, DAMAGES, EXPENSES OR COSTS OF AN INDIRECT NATURE, INCLUDING CONSEQUENTIAL OR SPECIAL DAMAGES, LOST PROFITS OR OTHERWISE AND IN NO EVENT SHALL THEY BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE AMOUNT OF FEES PAID TO Talaikis Ltd. BY LICENSEE (IF ANY) UNDER THIS AGREEMENT DURING THE IMMEDIATELY PRECEDING SIX MONTHS. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION OR CLAIMS IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, INDEMNITY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION AND OTHER TORTS. THE LIMITATIONS IN THIS SECTION APPLY TO YOU ONLY TO THE EXTENT THEY ARE LAWFUL IN YOUR JURISDICTION.

THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE OR IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. YOU ACKNOWLEDGE THAT IF THE ABOVE LIMITATION WERE NOT INCLUDED HEREIN, Talaikis Ltd. WOULD NOT LICENSE THE SERVICE OR SOFTWARE TO YOU.

14. Ethical Business Conduct

Talaikis Ltd. is committed to integrity and high standards of business conduct in everything it does, especially in its dealings with its customers, suppliers and contractors. As a result, Talaikis Ltd. supports and agrees to abide by the following principles:

* to obey the applicable laws and regulations governing its business conduct worldwide, including in its hiring practices and laws and regulations related to anti-discrimination and forced, compulsory or child labor;
* to be honest, fair and trustworthy in its relationships and not to engage in corruption in any form, including extortion and bribery; and
* to strive to create a safe workplace and to protect the environment and through leadership at all levels, to sustain a culture where ethical conduct is recognized and valued.

15. General Legal Terms

This Agreement is the entire agreement between You and Talaikis Ltd. related to the Service and/ or Software, replacing any prior agreements. Talaikis Ltd.'s licensors may be third party beneficiaries to this Agreement. There are no other third-party beneficiaries to this Agreement. The parties to this Agreement are independent contractors, and nothing in this Agreement creates an agency, partnership, or joint venture. You shall not assign this Agreement, by operation of law or otherwise. Talaikis Ltd. may assign this Agreement, subject to all of the terms of this Agreement.

Failure to enforce any provision will not constitute a waiver of that provision. If any provision of this Agreement is found unenforceable, it and any related provisions will be interpreted to best accomplish the unenforceable provision's essential purpose and, in any event, the remainder of the Agreement shall be unaffected. The prevailing party in any action or proceeding to enforce its rights hereunder shall be entitled to recover reasonable attorneys' fees and other reasonable costs incurred in the action or proceedings.

You may only resolve disputes with Talaikis Ltd. on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action.

This Agreement shall be governed by the law of the United Kingdom without regard to any conflict of laws principles.