Terms of Service for Kopano

Terms and conditions for Kopano
The service “Kopano” is offered over the internet by the company Kopano BV. The use of Kopano is subject to the below terms and conditions. Using Kopano constitutes acceptance of these terms and conditions. Deviations from these terms and conditions is possible only by means of written confirmation by Kopano BV.

Kopano consists of three aspects:
a) The Kopano dashboard, a hosted service enabling quality of service monitoring of your software and gathering recommendations (“the Dashboard”);
b) The Kopano support subscription, entitling you to receive user and technical support from Kopano BV (“Support”);
c) The Kopano shop, where individual apps, providing functionality or access to services such as support, for use with the Kopano Dashboard can be acquired either free or for a charge (“the Shop”).

Article 1. Use of Kopano as a whole

1.1 The service Kopano is an online service and a software platform, enabling access to the Dashboard and to the Shop where apps and services are made available.

1.2 To use Kopano, you first need to register. After completing registration, you can directly log into your account and use the service.

1.3 Your credentials are provided on a personal basis, even when you register on behalf of a company or other legal entity. Kopano BV may assume that all actions undertaken from your account after logging in with your credentials is authorized and supervised by you, until you have notified Kopano BV that your credentials have been compromised.

Article 2. Use of apps

2.1 The Shop enables you to download various apps for business services. Unless stated otherwise prior to download for a specific app, to each app the terms and conditions of this article apply.

2.2 All apps are copyrighted by Kopano and/or its licensors and are licensed for use by a single individual.

2.3 You may make backup copies of each app as necessary for your continued use of the software.

2.4 Unless the license of an app states otherwise, you may not:

• modify or adapt apps or merge them into another program;
• distribute or make available apps to third parties without prior written permission from Kopano BV, including without limitation through rental and Software-as-a-Service;
• reverse engineer, disassemble, decompile or make any attempt to discover the source code of apps, except and to the extent allowed by mandatory law;
• sublicense, sell, rent or lease any portion of apps.

2.5 KOPANO, ALSO ON BEHALF OF ITS LICENSORS AND PARTNERS, DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS, INCLUDING ANY IMPLIED WARRANTY OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE TO THE APPS, unless and to the extent forbidden by mandatory law.

2.6 Some apps are wholly or partially licensed under an open source license. This agreement does not limit rights under, or grant rights that supersede the license terms that apply to such open source part of an app, unless stated otherwise in the Store.

Article 3. Usage and support

3.1 You are solely responsible for configuring and u sing the Dashboard as well as any apps. No maintenance is provided except as noted in article 6.

3.2 From time to time Kopano and its licensors may provide updates to apps, which will become available through the Shop. You will be notified about such updates and be given an opportunity to have these updates installed.

3.3 You can purchase Support through the Shop, providing you with usage and technical support on configuration and usage of the Dashboard and Kopano apps. Support is measured in blocks, each entitling you to one support request of at most thirty (30) minutes during the subscription period.

3.4 A Support block can only be used if you provide Kopano BV with sufficient information to validate the support request. Sufficient knowledge of the software components involved (both Kopano and third party) is required. This requires at least a Kopano Certified Administrator certification. Apps may set additional training requirements for support and troubleshooting assistance.

3.5 In case Customer has authorized a certified Kopano partner to handle his support blocks, the partner shall provide the support to Customer rather than Kopano. The partner can contact Kopano Support for assistance with installation, usage and problem diagnosis for the applicable Software according to the same support block model.

3.6 Kopano will use its best efforts to deliver the support needed. No guarantees can however be given because the correct functioning of a service or software depends on more than just the software as provided by Kopano.

3.7 The Support offered by Kopano includes suppo rt on apps, unless in the Shop an app is identified as being delivered without support. Support on apps is limited to first-level usage support and facilitating contact with the developer, if the app is not made available by Kopano BV.

Article 4. Terms of use

4.1 It is not permitted to use Kopano for any pu rpose that violates applicable law or regulation or these terms of service, or that is not in line with the general purposes of Kopano.

4.2 In addition, on Kopano it is forbidden to

• use indecent language;
• publish information where it is unwanted (off topic);
• publish information that is pornographic or erotic (even if legal under applicable law); or
• publish information in violation of copyright or hyperlinks to such information.

4.2 Your use of Kopano may not be excessive or disproportionate; that is your use should not exceed average use of Kopano to an extent that other users or the continued functioning of Kopano as a service is negatively hampered.

4.3 Should Kopano BV discover that you violate any of the above, or receive a complaint alleging the same, Kopano BV may intervene to end the violation. Kopano BV will strive to notify you in advance, and if applicable invite you to end the violation yourself, but may take any step necessary at its discretion to end the violation.

4.4 If in the opinion o f Kopano BV the continued functioning of the computer systems or network of Kopano BV or third parties is actually or under threat of being damaged or jeopardized, for example through excessive transmission of e-mail or other data, leaks of personal data or virus activity, Kopano BV may take all steps it deems reasonably necessary to end or avert such damage or jeopardy. Kopano BV in particular is entitled to change your contributions at its own discretion.

4.5 Kopano BV is at all times entitled to file a criminal complaint for any offenses committed through or using the service. Kopano BV will not supply identifying data to any third party, unless required to do so by law.

4.6 Kopano BV may recoup from you all damages it suffers as a result of your violation of these terms of use. You agree and hold harmless Kopano BV from all third-party claims arising out of your violation of these terms of use.

Article 5. Processing of personal data

5.1 When you use software with the Kopano service, Kopano may collect data about this usage and transmit this data to Kopano via the Internet. Kopano may use this data to generate statistics about usage and quality of the Kopano service or apps and to provide recommendations to you for improvements of your software usage.

5.2 The data collected by Kopano is limited to performance metrics, configuration data and anonymous usage data. Kopano has made every effort to remove personally identifiable information from this data prior to transmission. You can access the data collected and transmitted through the Dashboard. Further, an opt-out is available through the Dashboard.

5.3 The data related to your account, system and installations, stored on the Kopano service can be deleted upon request.

5.4 You can authorize a Kopano partner of your choosing to access data stored or processed through the Kopano service. This partner may use this data to provide and improve its support obligations towards you under a strict obligation of confidentiality. You have the option to opt-out of this data sharing at any time.

Article 6. Availability and maintenance

6.1 Kopano BV uses its best efforts to have Kopano available at all times but makes no guarantees about uninterrupted availability.

6.2 Kopano BV actively maintains Kopano. In case maintenance is reasonably expected to negatively impact availability, Kopano BV shall carry out such maintenance in off-hours (between 20:00 and 07:00 UTC). Maintenance is announced in advance whenever possible. Emergency maintenance can take place at any time and without prior announcement.

6.3 Kopano BV may from time to time adapt Kopano. Your feedback and suggestions are welcome but ultimately Kopano BV decides which adaptations to carry out (or not).

Article 7. Intellectual property

7.1 Unless noted otherwise, Kopano, the underlying software as well as all information and images on the website is the intellectual property of Kopano BV and its licensors. None of these items may be copied or used without prior written permission of Kopano BV, except and to the extent permitted by mandatory law.

7.2 Information you store or process using the service is and remains your property (or the property of your suppliers or licensors). Kopano BV receives a limited license to use this information to the extent strictly necessary for its delivery of the service.

7.3 If you send information to Kopano BV, for example a bug report or suggestion for improvement, you grant Kopano BV a perpetual and unlimited license to use this information for the service. This does not apply to information you expressly mark as confidential.

7.4 Kopano BV shall refrain from accessing data you store or transfer using Kopano, unless this is necessary for a good provision of the service or for improving the quality of service for you or unless Kopano BV is forced to do so by law or order of competent authority. In these cases Kopano BV shall use its best efforts to limit access to the information as much as possible.

Article 8. Compensation for the service

8.1 The use of Kopano and the Apps available in the Store is subject to various fees, which are due every month or year as indicated prior to incurring such fees. In addition, Support is offered to you only for the duration of the Support subscription package you elected.

8.2 Payment is possible through direct debit order, by creditcard, by PayPal money transfer, or as explained further on the website.

8.3 Should you fail to pay a particular fee, Kopano may limit or suspend the associated part of Kopano, an app or Support until your payment has been received. Kopano shall never be liable for any damages as a result of non-availability of data or a service as a result of your non-payment, regardless of the reason why the payment was not received by Kopano.

Article 9. Limitation of liability

9.1 Except in case of intentional misconduct or gross negligence the liability of Kopano BV shall be limited to the amount paid by you in the three months prior to the moment the cause of the damage occurred.

9.2 Kopano BV in no event is liable for indirect damages, consequential damages, lost profits, missed savings or damages through business interruption.

9.3 Damages may only be claimed if reported in writing to Kopano BV at most two months after discovery.

9.4 In case of force majeure Kopano BV is never required to compensate damages suffered by you. Force majeure includes among others disruptions or unavailability of the internet, telecommunication infrastructure, power interruptions, riots, traffic jams, strikes, company disruptions, interruptions in supply, fires and floods.

Article 10. Term and termination

10.1 This agreement enters into force as soon as you first use the service and then remains in force until you cancel your account or until Kopano BV terminates your access to the Dashboard.

10.2 Your subscriptions enter into force on the day you purchase them through the Store and remain in force for the period indicated in the Store. Subscriptions are silently renewed unless indicated otherwise.

10.3 You may cancel any subscription at any time prior to the date of renewal. However, subscriptions with annual periods must be canceled at least one month prior to the date of renewal.

10.4 You may cancel this agreement at any time with effect at the end of the current month, provided at the end of that month no active subscriptions remain.

10.5 Kopano BV may terminate this agreement in case of violation of any provision of this agreement, but only if you do not cure the violation within a reasonable period after Kopano BV has notified you of the violation. Further, Kopano BV is entitled to terminate the agreement if you have not used the service at all in the last 12 months. In such an event Kopano BV shall first send a reminder mail to the e-mail address connected to your account. Further, Kopano BV is entitled to terminate the agreement when it ceases the service.

Article 11. Changes to terms

11.1 Kopano BV may change or add to these terms and conditions as well as any prices at the start of a new payment period (as defined in 5.1).

11.2 Kopano BV shall announce through the Dashboard changes or additions at least thirty days before their taking effect.

11.3 If you do not want to accept a change or addition, you can terminate the agreement until the date the changes take effect. Use of Kopano after the date of effect shall constitute your acceptance of the changed or added-to terms and conditions. Changes to prices shall have no effect until the next applicable subscription term begins.

Article 12. Miscellaneous provisions

12.1 Use of Kopano and these Terms and Conditions shall be governed by the laws of The Netherlands, without regard to its conflict of law provisions.

12.2 Except to the extent determined otherwise by mandatory applicable law all disputes arising in connection with Kopano shall be brought before the competent Dutch court for the principal place of business of Kopano BV.

12.3 For any clause in these terms and conditions that demand that a statement must be done “in writing” to be legally valid, a statement by e-mail or communication through the Kopano service shall be sufficient provided with sufficient certainty the authenticity of the sender can be established and the integrity of the statement has not been compromised.

12.4 The version of any communication of information as recorded by Kopano BV shall be deemed to be authentic, unless you supply proof to the contrary.

12.5 In case any part of these terms and conditions are declared legally invalid, this shall not affect the validity of the whole of the agreement. The parties shall in such an event agree on one or more replacement provisions that approximate the original intent of the invalid provision(s) within the limits of the law.

12.6 Kopano BV is entitled to transfer its rights and obligations under this agreement to a third party in any case including but not limited to name changes, acquisitions or mergers as part of an acquisition of Kopano or the associated business activities.