Last update: April 4, 2021
Welcome to KARALYTE and our Terms of Use (“Agreement”). This Agreement is an agreement between you or the organization that you represent in agreeing to the provisions of this Agreement (“user”, “you”, “your” or “yours”), on one side, and Karalyte Limited (“Karalyte Limited”, “we”, “us” or “our”), company incorporated and existing under the law of England and Wales, company’s code 6400203, on the other side.
This Agreement governs your use of the products you purchase from us, i.e. brand strategy framework, content strategy framework, brand personality cards (digital), content cards (digital) (“Product” and collectively referred to as “Products”).
By purchasing or using our Products in any way, you unconditionally agree to be bound by this Agreement. If you do not agree to the provisions of this Agreement, you are not permitted to purchase or use our Products.
Products
1. All copyright and other intellectual property rights in all content and other materials contained in our Products or on our website or provided in connection with the Products, including, without limitation, our logos and all designs, texts, graphics, pictures, information, data, software, video and sound files, other files and the selection and arrangement thereof are the proprietary property of Karalyte Limited or our licensors or suppliers and are protected by copyright laws and other intellectual property rights laws. In addition, any metatags or other “hidden text” utilizing any trademark, product or service name of Karalyte Limited and the look and feel of our Products, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of Karalyte Limited and are protected by copyright laws and other intellectual property rights laws.
2. We respect the intellectual property rights of others and expect users of our Products to do the same. We grant you a limited, non-exclusive, non-transferable, and non-sub-licensable right (license) to use our Products for your personal or your internal business use only.
You can modify our Products provided you credit Karalyte Limited as the original author of the Product.
You are not entitled to rent, sell, lease, sublicense or otherwise publicly display, distribute or transfer our Product, or any access to or use of our Product, to any third party.
3. The Product is provided on an “as is” and “as available” basis. Karalyte Limited expressly disclaims any warranty that: (a) Products will meet all your requirements and expectations; or (b) Products will provide results that are accurate or reliable or consistent with your expectations. Any support, updates, enhancements, or modifications to the Products may be provided only upon separate mutual agreement by the user and Karalyte Limited. Furthermore, no advice or information (whether oral or written) obtained from us, or through our services or any of the Products, will create any guarantee or warranty by us to achieve your desired result. You are solely responsible for, and assume sole risk arising out of, any use of or reliance on any of our Products. You acknowledge that Karalyte Limited takes no responsibility for and will not be liable for any losses, damages or claims arising from the use of our Products.
Eligibility
4. If you are purchasing our Product on behalf of a legal entity or other organization, you further represent and warrant that you are duly authorized by such legal entity to act on its behalf and you have authority to bind that legal entity or other organization to this Agreement. In these cases, “user”, “you”, “your” or “yours” will refer to that legal entity or other organization.
5. If you are purchasing our Product as a natural person, you shall be bind by this Agreement.
Prices
6. Prices of our Products are specified on our website.
7. All amounts of the Price shall be paid in advance by the user.
User Responsibility
8. When accessing or using our Products, you agree that you will not violate any law, contract, intellectual property or other third-party right, including, but not limited to, any copyright, trademark right, patent right, and that you are solely responsible for your conduct while using our Product.
Disclaimer of Warranties
9. To the maximum extent permitted under applicable law, we expressly disclaim, and you waive, all warranties of any kind, whether express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose and non-infringement as to our Products, including the information, content and materials contained therein. No advice or information, whether oral or in writing, obtained by you from us shall create any warranty on behalf of us in this regard. Any use of our Products is at your own risk only. These provisions on disclaimer of warranties shall survive any termination or expiration of this Agreement.
Limitation of Liability
10. To the maximum extent permitted by applicable law, in no event shall Karalyte Limited, our affiliates, shareholders, directors, members, licensors, licensees, assigns or successors, employees or agents be liable to you or any third party for any special, indirect, incidental, punitive or consequential damages, or any other damages of any kind, including but not limited to, loss of profits or pecuniary loss, whether in an action in contract, tort (including but not limited to negligence) or otherwise, arising out of or in any way connected with the use of or inability to use our Products, including without limitation any damages caused by or resulting from reliance by any user on any information obtained from us. These provisions on limitation of liability shall survive any termination or expiration of this Agreement.
Indemnity
11. You agree to defend, indemnify and hold harmless Karalyte Limited (and each of our officers, directors, members, employees, agents and affiliates) from any claim, demand, action, damage, loss, cost or expense, including without limitation reasonable attorneys’ fees, arising out or relating to (a) your use of, or conduct in connection with, our Products; (b) your violation of this Agreement; or (c) your violation of any rights of any other person or entity. Your indemnification provided in this Agreement will survive this Agreement and your use of our Products.
Miscellaneous
12. User hereby grants Karalyte Limited permission to use user’s name, trademark, service mark and/or logo in Karalyte Limited advertising, literature and websites solely in connection with the marketing of Products.
13. Privacy. We may obtain various types of information (such as your name and contact information) from you that (a) you may directly provide to us or (b) that we will automatically collect during your visit to the site as part of our normal operation. We may also collect information from and about the devices you use to access our website. This includes things like IP addresses, the type of browser and device you use, etc. This helps us provide you with better services. We use technologies such as cookies to provide, improve, protect and promote our Products.
14. Compliance with the provisions of this Agreement is essentially important. Any rights or licenses contained in this Agreement will terminate automatically and without notice if you fail to comply with them.
15. The invalidity or unenforceability of any provisions of this Agreement will not affect the validity or enforceability of any other provisions of this Agreement, all of which will remain in full force and effect. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable for any reason, that provision will be enforced to the maximum extent permitted, and this Agreement will otherwise remain in full force and effect.
16. This Agreement will be binding on your successors and assigns, but you are not allowed to assign, transfer or sublicense this Agreement or any right or obligation under this Agreement without our prior written consent. This Agreement, and all rights granted to or reserved by us under this Agreement, will benefit and be enforceable by our successors and assigns.
17. You and we are independent contractors under this Agreement. No agency, partnership, joint venture, employment, sales representative, trustee or franchise relationship is created or implied by this Agreement or your use of our Products.
18. Nothing in this Agreement will prevent us from complying with any applicable law or regulation.
19. The section titles in this Agreement are for convenience only and have no legal or contractual effect.
20. The failure or delay of Karalyte Limited in exercising any right, power or privilege under this Agreement will not operate as a waiver thereof. No delay or failure by us to exercise or enforce any right or provision of this Agreement will be considered a waiver. No right or remedy under this Agreement will be considered waived by us unless the waiver is in writing and signed by our representative who intends and is duly authorized to agree to the waiver on our behalf. No single or partial exercise by us of any right or remedy under this Agreement will prevent us from exercising any other right or remedy.
21. You may not assign or transfer any of your rights or obligations under this Agreement without prior written consent from Karalyte Limited, including by operation of law or in connection with any change of control. Karalyte Limited may assign or transfer any or all of its rights under this Agreement, in whole or in part, without obtaining your consent or approval.