These Software Use & Contribution License Terms (these “Terms”) are a binding agreement between you and Flux Network Inc. (“Kor”).
1.1 Your use of the Kor service is governed by this agreement (the "Terms"). "Kor" means Flux Network Inc., 199 Drake St. Vancouver, British Columbia, V6Z 2T9, Canada, and its subsidiaries or affiliates involved in providing the Kor Service. The “Kor Services” means the services Kor makes available through this website, including this website, the Kor Application, The Kor Desktop, the Kor Framework, the Kor Dashboard and any other software or services offered by Kor in connection to any of those.
1.2 In order to use the Kor Services, you must first agree to the Terms. You can agree to the Terms by actually using the Kor Services. You understand and agree that Kor will treat your use of the Kor Services as acceptance of the Terms from that point onwards.
1.3 You may not use the Kor Services if you are a person barred from receiving the Kor Services under the laws of Canada or other countries, including the country in which you are resident or from which you use the Kor Services. You affirm that you are over the age of 13, as the Kor Services are not intended for children under 13.
1.4 You agree your purchases of Kor Services are not contingent on the delivery of any future functionality or features or dependent on any oral or written public comments made by Kor or any of its affiliates regarding future functionality or features.
2.1 You must provide accurate and complete registration information any time you register to use the Kor Services. You are responsible for the security of your passwords and for any use of your account. If you become aware of any unauthorized use of your password or of your account, you agree to notify Kor immediately.
2.2 Your use of the Kor Services must comply with all applicable laws, regulations and ordinances, including any laws regarding the export of data or software.
2.3 You agree not to (a) access (or attempt to access) the administrative interface of the Kor Services by any means other than through the interface that is provided by Kor in connection with the Kor Services, unless you have been specifically allowed to do so in a separate agreement with Kor, or (b) engage in any activity that interferes with or disrupts the Kor Services (or the servers and networks which are connected to the Service).
2.4 Your account has “hard” and “soft” usage limits, as further explained here (or such URL as Kor may provide). The Kor Services does not permit you to exceed the hard usage limits. Kor reserves the right to enforce soft usage limits in its sole discretion, which may result in Kor serving a “quota exceeded” page to you or users to whom you serve web pages via the Kor Services (“End Users”). Repeated exceeding of the hard or soft usage limits may lead to termination of your account.
2.5 You may not access the Kor Services for the purpose of bringing an intellectual property infringement claim against Kor or for the purpose of creating a product or service competitive with the Kor Services.
3.1 You agree to comply with the Kor Acceptable Use Policy available at acceptable use policy (the "Acceptable Use Policy") which is incorporated herein by this reference and which may be updated from time to time.
3.3 You agree that you will protect the privacy and legal rights of the End Users of your application. You must provide legally adequate privacy notice and protection for End Users. If End Users provide you with user names, passwords, or other login information or personal information, you must make the users aware that the information will be available to your application and to Kor.
4.1 Subject to the Terms, the Kor Services is provided to you without charge up to certain limits. Usage over this limit may result in rate limiting, reduced performance or termination of your account.
5.1 You understand that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) to which you may have access as part of, or through your use of, the Kor Services are the sole responsibility of the person from which such content originated. All such information is referred to below as the "Content." The term Content shall specifically exclude the web application that you create using the Kor Services and any source code written by you to be used with the Kor Services (collectively, "Applications").
5.2 Kor reserves the right (but shall have no obligation) to remove any or all Content from the Kor Services. You agree to immediately take down any Content that violates the Acceptable Use Policy, including pursuant to a takedown request from Kor. In the event that you elect not to comply with a request from Kor to take down certain Content, Kor reserves the right to directly take down such Content or to disable Applications.
5.3 In the event that you become aware of any violation of the Acceptable Use Policy by an End User of Applications, you shall immediately terminate such end user's account on your Application. Kor reserves the right to disable Applications in response to a violation or suspected violation of the Acceptable Use Policy.
5.4 You agree that you are solely responsible for (and that Kor has no responsibility to you or to any third party for) the Application or any Content that you create, transmit or display while using the Kor Services and for the consequences of your actions (including any loss or damage which Kor may suffer) by doing so.
5.5 You agree that Kor has no responsibility or liability for the deletion or failure to store any Content and other communications maintained or transmitted through use of the Service. You further acknowledge that you are solely responsible for securing and backing up your Applications and any Content.
6.1 You acknowledge and agree that Kor (or Kor's licensors) own all legal right, title and interest in and to the Kor Services, including any intellectual property rights which subsist in the Kor Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist).
6.2 Except as provided in Section 8, Kor acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any Content or Applications that you create, submit, post, transmit or display on, or through, the Kor Services, including any intellectual property rights which subsist in that Content and the Application (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with Kor, you agree that you are responsible for protecting and enforcing those rights and that Kor has no obligation to do so on your behalf.
7.1 Kor gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you by Kor as part of the Kor Services as provided to you by Kor. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Kor Services as provided by Kor, in the manner permitted by the Terms.
7.2 You may not (and you may not permit anyone else to): (a) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Kor Services or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by Kor, in writing (e.g., through an open source software license); or (b) attempt to disable or circumvent any security mechanisms used by the Kor Services or any applications running on the Kor Services.
7.3 Open source software licenses for components of the Kor Services released under an open source license constitute separate written agreements. To the limited extent that the open source software licenses expressly supersede these Terms, the open source licenses govern your agreement with Kor for the use of the components of the Kor Services released under an open source license.
7.4 Kor hereby grants you a limited, non-exclusive, royalty-free, non-transferable license, with no right to sub-license, to display the Kor trademarks and/or logos (“Marks”) for the sole purpose of promoting or advertising that you use the Kor Services and solely in accordance with Kor’s then current Trademark Usage Guidelines, which may be found Here (or such other URL Kor may provide from time to time). You agree that all goodwill generated through your use of the Kor Marks shall inure to the benefit of Kor.
8.1 Kor claims no ownership or control over any Content or Application. You retain copyright and any other rights you already hold in the Content and/or Application, and you are responsible for protecting those rights, as appropriate. By submitting, posting or displaying the Content on or through the Kor Services you give Kor a worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such Content for the sole purpose of enabling Kor to provide you with the Kor Services. Furthermore, by creating an Application through use of the Kor Services, you give Kor a worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such Application for the sole purpose of enabling Kor to provide you with the Kor Services.
8.2 By adding a collaborator to your Application, you hereby grant to that user a non-exclusive, royalty-free, non-transferable license, with no right to sub-license, to use, display, perform, reproduce, modify, publish, distribute, list information regarding, edit, translate and analyze such Application(s) and Content as permitted by the relevant Kor Services functionality or features for the sole purpose of collaborating on development of the Application(s).
8.3 You may choose to or we may invite you to submit comments or ideas about the Kor Services, including without limitation about how to improve the Kor Services or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Kor under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone.
8.4 You agree that Kor, in its sole discretion, may use your trade names, trademarks, service marks, logos, domain names and other distinctive brand features in presentations, marketing materials, customer lists, financial reports and Web site listings (including links to your website) for the purpose of advertising or publicizing your use of the Kor Services.
9.1 Kor may, and you grant us permission to, make recommendations via the Kor Services for products or services we think may be of interest to you based on your Application(s), Content, and/or use of the Kor Services. We will never make recommendations directly to your End Users
10.1 Kor is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Kor Services which Kor provides may change from time to time without prior notice to you, subject to the terms in Section 4.3. Changes to the form and nature of the Kor Services will be effective with respect to all versions of the Kor Services; examples of changes to the form and nature of the Kor Services include without limitation changes to fee and payment policies, security patches, added functionality, and other enhancements.
10.2 You may terminate these Terms at any time by canceling your account on the Kor Services. You will not receive any refunds if you cancel your account.
10.3 You agree that Kor, in its sole discretion and for any or no reason, may terminate your account or any part thereof. You agree that any termination of your access to the Kor Services may be without prior notice, and you agree that Kor will not be liable to you or any third party for such termination.
10.4 You are solely responsible for exporting your Content and Application(s) from the Kor Services prior to termination of your account for any reason, provided that if we terminate your account, we will provide you a reasonable opportunity to retrieve your Content and Application(s).
10.5 Upon any termination of the Kor Services or your account these Terms will also terminate, but Sections 6.1, 10, 11, 12, 13, and 17 shall continue to be effective after these Terms are terminated.
11.1 NOTHING IN THESE TERMS, INCLUDING SECTIONS 11 AND 12, SHALL EXCLUDE OR LIMIT KOR'S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.
11.2 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE KOR SERVICE IS AT YOUR SOLE RISK AND THAT THE KOR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."
11.3 KOR, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS MAKE NO EXPRESS WARRANTIES AND DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE KOR SERVICES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, KOR, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE KOR SERVICES WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE KOR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED THROUGH THE KOR SERVICES WILL BE ACCURATE.
12.1 SUBJECT TO SECTION 11.1 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT KOR, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS.
12.2 THE LIMITATIONS ON KOR'S LIABILITY TO YOU IN PARAGRAPH 12.1 ABOVE SHALL APPLY WHETHER OR NOT KOR HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
13.1 You agree to hold harmless and indemnify Kor, and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners (collectively "Kor and Partners") from and against any third party claim arising from or in any way related to (a) your breach of the Terms, (b) your use of the Kor Services, (c) your violation of applicable laws, rules or regulations in connection with the Kor Services, or (d) your Content or your Application, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature. In such a case, Kor will provide you with written notice of such claim, suit or action.
14.1 You agree to set up a process to respond to notices of alleged infringement that comply with the United States' Digital Millennium Copyright Act ("DMCA notices") or other infringement laws. It is Kor's policy to respond to DMCA notices or other applicable copyright laws and to terminate the accounts of repeat infringers. We reserve the right to take down content in your Application or, if necessary, the Application itself upon receipt of a valid DMCA notice. For more information, please go to here.
15.1 The Kor Services may include hyperlinks to other web sites or content or resources or email content. Kor may have no control over any web sites or resources which are provided by companies or persons other than Kor.
15.2 You acknowledge and agree that Kor is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.
15.3 You acknowledge and agree that Kor is not liable for any loss or damage which may be incurred by you or your End Users as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.
16.1 Kor may make changes to the Terms from time to time. If we change the Terms in any substantive way, we will give you at least seven (7) days notice before the changes take effect, during which period of time you may reject the changes by terminating your account.
16.2 You understand and agree that if you use the Kor Services after the date on which the Terms have changed, Kor will treat your use as acceptance of the updated Terms.
17.1 The Terms constitute the whole legal agreement between you and Kor and govern your use of the Kor Services (but excluding any services which Kor may provide to you under a separate written agreement), and completely replace any prior agreements between you and Kor in relation to the Kor Services.
17.2 There are no third party beneficiaries to these Terms. The parties are independent contractors, and nothing in these Terms creates an agency, partnership or joint venture.
17.3 If Kor provides you with a translation of the English language version of these Terms, the English language version of these Terms will control if there is any conflict.
17.4 You agree that Kor may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Kor Services. By providing Kor your email address, you consent to our using the email address to send you any notices required by law in lieu of communication by postal mail.
17.5 You agree that if Kor does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Kor has the benefit of under any applicable law), this will not be taken to be a formal waiver of Kor's rights and that those rights or remedies will still be available to Kor.
17.6 Kor shall not be liable for failing or delaying performance of its obligations resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances.
17.7 The Terms, and your relationship with Kor under the Terms, shall be governed by the laws of the Province of British Columbia without regard to its conflict of laws provisions. You and Kor agree to submit to the exclusive jurisdiction of the courts located within the City of Vancouver, British Columbia to resolve any legal matter arising from the Terms.
17.8 Neither party may assign any of its rights or obligations under these Terms, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign the entirety of its rights and obligations under these Terms, without consent of the other party, to its affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. A party’s sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party’s election, termination of your use of the Kor Services upon written notice to the assigning party.This document is an adaptation of the Heroku Terms of Service. The original work has been modified. Heroku Inc. is not connected with and does not sponsor or endorse Kor or its use of the work.
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