"Affiliate" means any entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with CACTUS.
"Client" means any authorized user utilizing the Site to request Services to be performed by Kolabtree either in-house or through a Freelancer. "Client" means any authorized user utilizing the Site to request Services to be performed by Kolabtree either in-house or through a Freelancer.
"Client Content" means any data, feedback, reviews, information, content, text, video, music, or other information that you post to any part of the Site.
"Client Materials" means documents, instructions, requests, intellectual property, and any other information that Kolabtree receives from a Client for a particular Service.
"Confidential Information" means Client Materials, Work Product, and any other information provided to, or created by, a Client for performing Services, regardless of whether in tangible, electronic, verbal, graphic, visual, or other form. Confidential Information does not include material or information that: (a) is generally known by third parties as a result of no act or omission of Kolabtree or Freelancer or Client; (b) subsequent to disclosure hereunder, was lawfully received without restriction on disclosure from a third party having the right to disseminate the information; (c) was already known by Kolabtree or Freelancer working on behalf of Kolabtree prior to receiving it from the other party and was not received from a third party in breach of that third party's obligations of confidentiality; (d) was independently developed or discovered by Kolabtree without use of Client’s Confidential Information; (e) has been uploaded by Client in the public mode instead of private mode on the Site; or (f) is or becomes generally available to the public through no fault of, or without violation of any duty of confidentiality by Kolabtree or Freelancer.
"Freelancer" means any person registered on the Site to perform services for Kolabtree’s Clients.
"Payment Method" means payment through a valid debit card or credit card issued by a bank acceptable to Kolabtree or direct bank transfer or through any payment gateway or such other method of payment as Kolabtree may accept from time to time in our sole discretion.
"Proprietary Rights" means any and all rights, title, ownership, and interest in and to copyrights, mask works, industrial designs, trademarks, service marks, trade names, trade secrets, patents, and any other rights to intellectual property, recognized in any jurisdiction, whether or not perfected.
"Services" means all services performed for or delivered to Clients by Kolabtree through the Site.
"Work Product" means any tangible or intangible results or deliverables that Kolabtree agrees to create for, or actually delivers to, Client as a result of performing the Services.
1. DIGITAL SIGNATURE
1.1 Registration and Acceptance
By registering for a Kolabtree account on the Site (an "Account") and/or accepting our Agreement you hereby agree to have executed this Agreement electronically, effective on the date you register your Account, pursuant to applicable laws including the Information Technology laws in UK. Your Account registration constitutes an acknowledgement that you are able to refer and print this Agreement.
1.2 Existing Client
If you are an existing Client of Kolabtree Ltd, UK, and are accepting this Agreement since Kolabtree Ltd has undergone a business transition (such as merger or an acquisition or sale of all or a portion of its assets to CACTUS) you hereby agree to have executed this Agreement electronically, effective from the date of acceptance of this Agreement. You consent to migrate all your data, information, records, invoices, personal information, etc. to CACTUS. If you have any ongoing projects, CACTUS will continue to provide services for completing your ongoing project. If you have any advances pending with Kolabtree Ltd., you consent to transfer the same to CACTUS. In a similar manner, if there are any pending payments from your end to Kolabtree Ltd., you consent Cactus to collect the same.
2.1 Your Consent and your right to withdraw Consent
By registering for an Account, you consent to electronically receive and access, via email or the Site, all records, information and notices for the Services provided to you under this Agreement that we would otherwise be required to provide to you in paper form. However, we reserve the right, in our sole discretion, to communicate with you via postal service, and other third-party mail services using the address under which your account is registered. You should retain a copy of all of the records, information and notices we send to you electronically.
2.2 You Must Keep Your Email Address Updated with Us
In order to ensure that we are able to provide records, information and notices to you electronically, you must notify us of any change in your email address by updating your Account information on the Site or by contacting Customer Support.
2.3 Hardware and Software You Will Need
To access and retain the records, information and notices we provide to you electronically, you must have: (a) a valid email address; (b) a computer system that operates on a platform like Windows or Mac environment or better; (c) a connection to the internet; (d) Current Versions of the software, browsers, plug-ins, or other computer applications and programs identified on the Site (Clients utilizing other browsers may experience compatibility difficulties); (e) a Current Version of a program that accurately reads and displays PDF files, such as Adobe Acrobat Reader version 7 or higher; (f) a computer or device and an operating system capable of supporting all of the above; and (g) a printer to print out and retain records and notices in paper form or electronic storage to retain records and notices in an electronic form. By "Current Version," we mean a version of the software that is currently being supported by its publisher.
3.1 Account Eligibility
To use certain Services on the Site, you must register for an Account. Kolabtree offers the Services on the Site for your business purposes, and not for personal, household, or consumer use. To register for an Account, you must be and represent that you are, a legal entity or an individual 18 years or older who can form legally binding contracts. In the event you are an individual below 18 years, you should be accompanied by an adult who is 18 years or over and for the purposes of this Agreement, such adult shall be construed as party to this Agreement on your behalf until you attain 18 years of age. By registering for an Account, you agree to be financially responsible for your use of the Site and the purchase of Services. Kolabtree reserves the right, in our sole discretion, to refuse, suspend, or terminate your access to the Site and Services upon discovery that any information you provided on any form or posted on the Site is not true, accurate, or complete, or otherwise violates this Agreement, or for any other reason or no reason in Kolabtree's sole discretion.
You agree that you are not a citizen or resident of a geographic area in which access or use of the Site is prohibited by applicable law, decree, regulation, treaty, or administrative act.
3.2 Account Registration
You agree to provide true, accurate, and complete information on all registration and other forms you access on the Site or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You must not provide misleading information about your location. You must not register for more than one Client Account without express written permission from us. Solely for purposes of the foregoing sentence, "You" means you, any member of your immediate family, and any entity directly or indirectly controlled by you or any member of your immediate family.
3.3 Identity Verification
When you register for an Account and from time to time thereafter, your Account may be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity. You authorize Kolabtree, directly or through third parties, to make any inquiries necessary to validate your identity and confirm your ownership of your email address or financial accounts, subject to applicable law. Failure to provide us information about you and your business when requested is a violation of this Agreement.
3.4 Usernames and Passwords
When you register for an Account, you will be asked to choose a username and password for the Account. You are entirely responsible for safeguarding and maintaining the confidentiality of your Account username and password. You authorize Kolabtree to assume that any person using the Site with your username and password either is you or is authorized to act for you. You agree to notify us immediately by contacting Customer Support if you suspect or become aware of any unauthorized use of your Account.
3.5 Feedback and Ratings
Kolabtree encourages you to leave objective balanced feedback about Kolabtree or Freelancers with whom you have transacted. You acknowledge and agree that the Site contains public feedback for Kolabtree and its Freelancers with whom you have transacted. You acknowledge and agree that feedback provided by you will not include any content/language that is foul, offensive, discriminatory, disrespectful, obscene, maliciously harmful or defamatory. You may be held legally responsible for damages suffered by Kolabtree or Freelancers as a result of your remarks if a court finds that your remarks are legally actionable or defamatory.
4. PURPOSE OF THE SITE AND SERVICES
4.1 The Site is a platform where Clients can obtain Services online. Subject to the terms of this Agreement, Kolabtree provides various Services to Clients through its registered panel of Freelancers. The Client can add the Service request on the Site and Kolabtree will provide certain options of Freelancers along with their ratings, experience, qualifications and fees in the statement of work (“SOW”). The Client can select Freelancer and Kolabtree will provide the Service to the Client through Freelancers.
4.2 Delivery of physical Work Products
The transit cost including insurance for delivery of physical Work Products, if any, shall be borne by You. Delivery will be made in accordance with the terms of this Agreement and to the address specified by You. Delivery shall be made after receipt of your approval on the Work Product. We shall make reasonable efforts to deliver the Work Product on the date specified in the SOW, if any, or as mutually agreed. We will remain liable for any damages, losses, or defects to the Work Product until the Work Product is delivered to you, after which you will be solely liable.
If you are unhappy with the service quality, we will make efforts to improve it by revising the deliverable once or twice, if deemed reasonable. If we fail to meet your satisfaction after these attempts, you have an option to receive a refund. The amount of the refund will depend on the extent of the service discrepancy, either partially or in full.
6. PAYMENT TERMS
6.1 Service Fee
You agree to pay the Service fee to Kolabtree as per the terms and fees agreed between both the parties in a separate SOW. Any changes to the SOW shall be mutually discussed and agreed between the parties in writing (either over email or through revised SOW). The last agreed email or SOW will supersede all the previous discussions, arrangements, agreements between the parties pertaining to that project.
6.2 Service Acceptance
The Client shall provide acceptance on the Work Product within 7 days of receipt of the Services unless otherwise agreed in the SOW, post which it will be deemed to be accepted by the Client, and Kolabtree shall not entertain any concerns on such completed project.
6.3 Formal Invoices and Taxes
We will issue you a valid tax invoice in respect of each Service. You will be required to pay all fees as agreed upon in SOW. Any discrepancy in the tax invoice must be reported to us within seven (7) days from the date the Invoice was issued. Except as specified herein or in the SOW (a) fees are based on the Services requested and not actual usage, (b) payment obligations are non-cancellable, and fees are non-refundable.
Payment shall be made: (a) in full without set-off, counterclaim or withholding of any kind (save where and to the extent that this cannot by law be excluded); and (b) in the currency mentioned in the SOW.
You are responsible for providing complete and accurate billing and contact information to us and notifying us of any changes to such information.
6.4 Payment Methods
In order to use certain Services, you must provide account information for at least one valid Payment Method.
You hereby authorize Kolabtree to run necessary authorizations on the Payment Method provided by You, to store such details as Client's method of payment for Services, and to charge such Payment Method in accordance with the terms of this Agreement.
By providing Payment Method information through the Site, you represent, warrant, and covenant that: (a) You are legally authorized to provide such information to us; (b) You are legally authorized to perform payments using the Payment Method(s); and (c) such action does not violate the terms and conditions applicable to Client's use of such Payment Method(s) or applicable law. (d) sufficient funds or credit are available in your account to complete the payment using the designated Payment Method. To the extent that any amounts owed under this Agreement cannot be collected from Client's Payment Method(s), You are solely responsible for paying such amounts by other means.
We reserve the right to seek reimbursement from you, and you will reimburse us if we discover erroneous transactions, or we receive a chargeback from your Payment Method for any reason. You agree that we have the right to obtain such reimbursement by deducting amounts from future payments or withdrawals, charging your Payment Method(s), or obtaining reimbursement from you by any other lawful means. Without limiting any of our other rights or remedies, we may also charge interest and/or terminate your Account immediately upon your failure to reimburse us for chargebacks or other amounts owed under this Agreement. A chargeback in breach of the foregoing obligation is a material breach of this Agreement. If Client initiates a chargeback in violation of this Agreement, Client agrees that Kolabtree shall be entitled to the full amount that has been improperly charged back plus interest on the outstanding amount at the lesser of one and one-half percent (1.5%) per month or the maximum interest allowed by applicable law, plus attorneys' fees and other costs of collection to the extent permitted by applicable law.
6.5 Membership Fees
Kolabtree reserves the right to introduce a new component in, or convert any present component of, the Service into a paid service and introduce a subscription-based mechanism. Kolabtree shall ensure that before implementing the subscription-based services, the existing Clients shall be notified in advance.
If Client fails to pay the Service Fees or any other amounts due under this Agreement, whether by cancelling Client's credit or debit card, initiating an improper chargeback, or any other means, Kolabtree may suspend or terminate Client's Account and any Services in progress. The work will be commenced only after the receipt of the advance payment. Kolabtree will not be responsible for delay by You in funding the project or providing the approval on Work Product.
You agree not to circumvent the Payment Methods offered by the Site. By way of illustration and not in limitation of the foregoing, you must not:
i. Submit proposals, discuss fees, solicit Freelancer identified through the Site or exchange personal information to contact, hire, manage, or pay outside the Site, on the Site or through any other mode.
ii. Invoice or report on the Site an amount lower than that actually agreed on the Site.
You agree to notify Kolabtree immediately if another person improperly contacts you or suggests making or receiving payments outside of the Site. If you are aware of a breach or potential breach of this non-circumvention policy, please submit a confidential report to Kolabtree by sending an email message to us at customer support on email@example.com.
Without limiting Kolabtree's other remedies, if you engage in actions or activities that circumvent the Site or otherwise reduce fees owed to Kolabtree under this Agreement, you must pay Kolabtree for all fees owed to Kolabtree and reimburse Kolabtree for all losses and costs (including any and all time of Kolabtree's employees) and reasonable expenses (including attorneys' fees) related to investigating such breach and collecting such fees. In addition, violations of this Agreement may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions.
8. INTELLECTUAL PROPERTY RIGHTS
8.1 Client Materials
Client grants Kolabtree a limited, non-exclusive, revocable (at any time, at Client's sole discretion) right to use the Client Materials as necessary solely for the performance of the Services under the applicable Service.
8.2 Ownership of Work Product
Upon Kolabtree's receipt of full payment from Client, the Work Product, including without limitation all intellectual property rights in the Work Product, will be the sole and exclusive property of Client, and Client will be deemed to be the author thereof. If Kolabtree/Freelancer has any intellectual property rights to the Work Product that are not owned by Client, upon Kolabtree's receipt of payment from Client, Kolabtree hereby automatically irrevocably assigns to Client all right, title and interest worldwide in and to such intellectual property rights. Neither Kolabtree nor any of its Freelancer retains any rights to use and will not challenge the validity of Client's ownership in, such intellectual property rights. Kolabtree and its Freelancer hereby waives any moral rights, rights of paternity, integrity, disclosure and withdrawal or inalienable rights under applicable law in and to the Work Product.
8.3 License to or Waiver of Other Rights
If Kolabtree has any right to the Work Product, including without limitation any intellectual Property Right, that cannot be assigned to Client, Kolabtree hereby automatically, upon receipt of full payment from Client, unconditionally and irrevocably grants to Client during the term of such rights, an exclusive, irrevocable, perpetual, worldwide, fully-paid and royalty-free license to such rights, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform and publicly display in any form or medium, whether now known or later developed, make, use, sell, import, offer for sale and exercise any and all such rights.
Kolabtree will assist Client in every way, including by signing any documents or instruments reasonably required, both during and after the term of the Agreement, to obtain and enforce intellectual property rights relating to Work Product in all countries.
9. LICENSES AND THIRD-PARTY CONTENT
9.1 Site License and Proprietary Rights
Subject to and conditioned on your compliance with this Agreement and Terms of Service, Kolabtree grants you a limited license to access and, if you have created an Account, to use the Site for the purpose using the Services. You must not access (or attempt to access) the Site or Services by any means other than the interface provided, and you will not use information from the Site or Services for any purposes other than the purposes for which it was made available. You agree not to use the Site or Services for offering any goods or services other than obtaining Services as permitted by this Agreement. You must not sell, reproduce, distribute, modify, display, publicly perform, prepare derivative works based on, repost, or otherwise use any content of the Site in any way for any public or commercial purpose without Kolabtree's prior written consent. You must not use any content of the Site on any other website or in a networked computer environment for any purpose except your own viewing. You must not frame or link to the Site except as permitted in writing by Kolabtree. You must not attempt to reverse engineer, modify, adapt, translate, prepare derivative works from, decompile, attempt to interfere with the operation of, or otherwise attempt to derive source code from any part of the Site or Services unless expressly permitted by applicable law. The Site or any portion of the Site may not be reproduced, duplicated, copied, sold, resold, or otherwise exploited for any commercial purpose that is not expressly permitted by us. You shall not access Site or Services in order to build a similar service or application, or publish any performance, or any benchmark test or analysis relating to the Site or Services. Kolabtree and our licensors retain all rights, title, and interest in and to all Proprietary Rights related in and to the Site and the Services. Kolabtree logos and name are trademarks of Kolabtree and may be registered in certain jurisdictions. All other product names, company names, marks, logos, and symbols on the Site or Services may be the trademarks of their respective owners. Except as expressly stated in this Agreement, nothing in this Agreement confers any license under any of Kolabtree's or any third party's Proprietary Rights, whether by estoppel, implication, or otherwise.
9.2 Client Content License
When you post Client Content on the Site or through the Services, you represent and warrant that you have the right, power, and authority to post that Client Content and grant the licenses specified below. You further represent and warrant that by posting such Client Content you will not violate third-party rights of any kind, including, without limitation, any Proprietary Rights, rights of publicity, and privacy rights. To the extent your Client Content may be copyrightable, you represent, warrant, and covenant that you are the owner of all the copyright rights to such Client Content and that Kolabtree may exercise the rights to your Client Content granted under this Agreement without any liability or obligation for any payment.
You retain all ownership rights in any Client Content you post on Kolabtree. You hereby grant us permission to use the Client Content to provide you with the Services.
The licenses to Client Content granted by you in this Agreement will terminate within a commercially reasonable time after you remove or delete your Client Content from the Site, except that you grant Kolabtree the irrevocable and perpetual license to retain and use, but not publicly display or distribute, server or archival copies of all Client Content that you have removed or deleted to the extent permitted by applicable law.
You may submit comments or ideas about the Site and Services, including without limitation about how to improve the Site or Services (collectively, "Ideas"). By submitting any Ideas, you agree that: (a) your disclosure is gratuitous, unsolicited, and without restriction and will not place Kolabtree under any fiduciary or other obligation, (b) your Ideas do not contain the confidential or proprietary information of third parties, and (c) we are free to use the Ideas without any additional compensation to you and to disclose the Ideas on a non-confidential basis or otherwise to anyone. You further acknowledge and agree that, by acceptance of your submission, Kolabtree does not waive any rights to use similar or related ideas known or developed by Kolabtree or obtained from sources other than you.
9.3 Unauthorized Access and Use; Site Interference; Malicious Software
The Site contains robot exclusion headers. You will not access the Site for any illegal purpose including, without limitation,: (a) not take any action that imposes or we believe may impose (in our sole discretion) an unreasonable or disproportionately large load on the Site's infrastructure; (b) not copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (other than content you have submitted to the Site) from the Site, without the prior express written permission of Kolabtree and/or the appropriate third party, as applicable; (c) interfere or attempt to interfere with the proper operation of the Site or any activities conducted on the Site; (d) transmit spam, chain letters, or other unsolicited communications; (e) collect or harvest any personally identifiable information, including Account names, from the Site; (f) access any content on the Site through any technology or means other than those provided or authorized by the Site; or (g) directly or indirectly, advertise or promote another website, product, or service or to solicit other Clients for other websites, products, or services.
Additionally, you agree that you will not post or introduce any invalid data, virus, worm, or other harmful or malicious software code, agent, hidden procedure, routine, or mechanism through or to the Site or the Site software that is designed to cause to cease functioning, disrupt, disable, harm, or otherwise impair in any manner, including aesthetic disruptions or distortions, the operation of (or to allow you or any other person to access or damage or corrupt data, storage media, programs, equipment, or communications or otherwise interfere with operations of or on) the Site or any other software, firmware, hardware, computer system, or network of Kolabtree or any third party.
9.4 Third-Party Verification and Monitoring
The Site makes available various services provided by third parties to verify a Client's credentials, providing testing services and provide other information. Any information or content expressed or made available by these third parties, or any other Clients is that of the respective author(s) or distributor(s) and not of Kolabtree. Kolabtree neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information, or statement made on the Site by anyone other than Kolabtree's authorized employees acting in their official capacities.
9.5 Links and Applications
The Site may contain links to third-party websites. Such third-party websites are owned and operated by the third parties and/or their licensors. Your access and use of third-party websites will be governed by the terms and policies of the applicable third-party websites. The inclusion of any link or application on the Site does not imply that we endorse the linked site or application. You use the links and third-party websites at your own risk and agree that your use of an application or third-party website via the Site is on an "as is" and "as available" basis without any warranty for any purpose.
9.6 Mobile and Other Devices
When using our mobile applications, please be aware that your carrier's normal rates and fees, such as text messaging and data charges, will still apply. Our mobile applications may not contain the same functionality available on the Site.
We may from time to time in our sole discretion develop and provide updates, which may include upgrades, bug fixes, patches, and other error corrections and/or new features (collectively, including related documentation, "Updates"). Updates may also modify or delete in their entirety certain features and functionality. You agree that we do not have any obligation to provide any Updates or to continue to provide or enable any particular features or functionality. You shall promptly download and install all Updates and acknowledge and agree that Site or Services or portions thereof may not work properly should you fail to do so. You further agree that all Updates shall be subject to the terms of this Agreement, unless otherwise provided in terms associated with such Update. Kolabtree reserves the right, at any time, to modify, suspend, or discontinue the Site or Services or any part thereof without notice. You agree Kolabtree will not be liable to you or any third party for any modification, suspension, or discontinuance of Site or Services or any part thereof.
10. CONFIDENTIAL INFORMATION
To the extent a Client or Kolabtree provides Confidential Information to the other, the recipient shall protect the secrecy of the discloser's Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care, and shall not use or permit the use of another's Confidential Information, except as necessary for the performance of Services (including, without limitation, the storage or transmission of Confidential Information on or through the Site for use by registered Freelancer or Affiliates);
If and when Confidential Information is no longer needed for the performance of the Services for a Project and at Client's written request, Kolabtree and/or Freelancer, shall, at its expense, promptly destroy or return the Client's Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control. Kolabtree shall have the right to retain the copies of the Confidential Information in the back up as per the statutory requirements.
Without limiting subsection 10.1 (Confidentiality), Client and Kolabtree shall not publish, or cause to be published, any other party's Confidential Information or Work Product, except as may be necessary for performance of Services.
11. LIMITATION OF LIABILITY
Kolabtree is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with this Agreement, including, but not limited to:
a. your use of or your inability to use our Site or Services;
b. delays or disruptions in our Site or Services;
c. viruses or other malicious software obtained by accessing, or linking to, our Site or Services;
d. glitches, bugs, errors, or inaccuracies of any kind in our Site or Services;
e. damage to your hardware device from the use of the Site or Services;
f. the content, actions, or inactions of third parties' use of the Site or Services;
g. a suspension or other action taken with respect to your Account;
h. your reliance on the quality, accuracy, or reliability of Freelancer profiles, ratings, recommendations, and feedback (including their content, order, and display), or metrics found on, used on, or made available through the Site.
i. your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to this Agreement.
ADDITIONALLY, IN NO EVENT WILL KOLABTREE AND ITS AFFILIATES, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, SERVICE PROVIDERS, SUBCONTRACTORS, AND SUPPLIERS, BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION, PROFIT, OR BUSINESS OPPORTUNITIES. THE LIABILITY OF KOLABTREE AND IT’S DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, SERVICE PROVIDERS, SUBCONTRACTORS, AND SUPPLIERS TO ANY CLIENT FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE SERVICE FEES EARNED BY KOLABTREE UNDER A PARTICULAR PROJECT UNDER DISPUTE. THESE LIMITATIONS SHALL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.
You hereby agree to indemnify, defend, and hold harmless Kolabtree and its Affiliates, directors, employees, contractors, agents, licensors, service providers, subcontractors, and suppliers from and against any and all losses, liabilities, expenses, damages, and costs, including reasonable legal fees and court costs, arising or resulting from your use of the Site, any technical disruption caused by you on the Site and breach of this Agreement.
13. TERM, TERMINATION AND CONSEQUENCES
13.1 Term and Termination
This Agreement will become effective on the date of acceptance and will remain in effect for the duration of your use of the Site. Unless both you and Kolabtree agree otherwise in writing, either of us may terminate the contract represented by this Agreement in our sole discretion, at any time, with 15 days advance written notice.
Except as otherwise required by applicable law, we will notify you if we terminate your Account, unless we believe, in our sole judgment, which giving notice may cause damage.
13.2 Consequences of Termination
In the event of termination this Agreement, your right to use the Site, Account and other privileges are automatically terminated; however, (a) if you have any open projects when the Agreement is terminated you will continue to be bound by this Agreement until all such projects have been closed; (b) Kolabtree will continue to perform those Services necessary to complete any open projects; and (c) you will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the completion of any open projects, whichever is later, to Kolabtree for Services provided by Kolabtree. Without limiting any other provisions of this Agreement, the termination of this Agreement for any reason will not release you, from any obligations incurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination. Those Site policies, necessary to implement the foregoing, shall survive termination of this Agreement for any reason.
Those terms that by their nature are intended to survive this Agreement shall survive this Agreement.
14.1 Dispute Resolution Process
If a dispute arises between you and Kolabtree, our goal is to resolve the dispute quickly and cost-effectively. Accordingly, you and Kolabtree agree to resolve any claim or controversy at law or equity that arise out of or relate to this Agreement or the Services (each, a "Claim") by referring the Claim to binding arbitration. The arbitration shall be conducted by a sole arbitrator appointed by the London Court of International Arbitration (“LCIA”). The arbitration shall be conducted in London in accordance with the terms of the LCIA Arbitration Rules which are incorporated herein by way of reference.
14.2 Choice of Law and Forum for Disputes
Subject to arbitration, this Agreement including without limitation any dispute relating to the Services, shall be governed by and construed in accordance with the laws of the United Kingdom, without regard to its conflict of law provisions and the Courts of London shall have the sole jurisdiction in this regard. The parties hereby agree to expressly exclude the provisions of the United Nations Convention on Contracts for the International Sale of Goods hereby.
Economic and trade sanctions are administered by the UK government from time to time. Certain sanction programs broadly prohibit most transactions with people located in embargoed countries. These includes but are not limited to sanctions against countries like Iran, Iraq, North Korea, Syria, Sudan, Cuba, Cote D’lvoire (Ivory Coast), Democratic Republic of Congo, Liberia, Zimbabwe, Russia, Belarus, etc. Pursuant to these sanctions, Kolabtree does not collaborate with any Client from these sanctioned countries and reserves the right to refuse providing Services to Clients from such sanctioned countries.
15.1 Entire Agreement
This Agreement, together with the other Terms of Service, if any, SOWs and any other legal notices and agreements published by Kolabtree on the Site, sets forth the entire agreement and understanding between you and Kolabtree relating to the subject matter hereof and thereof and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and us, written or oral, to the extent they relate in any way to the subject matter hereof and thereof. The section headings in this Agreement are included for ease of reference only and have no binding effect. Even though Kolabtree drafted this Agreement, you represent that you had ample time to review and decide whether to agree to the terms of this Agreement. If an ambiguity or question of intent or interpretation of this Agreement arises, no presumption or burden of proof shall arise favoring or disfavoring you or Kolabtree because of the authorship of any provision of this Agreement.
15.2 Side Agreements
Kolabtree may enter into written agreements with Clients, the provisions of which shall supersede this Agreement except to the extent otherwise specified.
Client shall not violate any applicable foreign, federal, state, or local laws or third-party rights on or related to the Site. Without limiting the generality of the foregoing, Client agrees to comply with all applicable laws and regulations, including, but not limited to, import and export control laws and third parties' Proprietary Rights.
No modification or amendment to this Agreement shall be binding upon Kolabtree unless in a written instrument signed by a duly authorized representative of Kolabtree. For the purposes of this subsection, a written instrument shall expressly exclude electronic communications, such as email and electronic notices and facsimiles.
15.5 No Waiver
The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and shall in no way affect that party's right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorized representative of such party.
Client may not assign this Agreement, or any of its rights or obligations hereunder, without Kolabtree's prior written consent. Kolabtree may freely assign this Agreement without Client's consent as long as their rights are not getting affected. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, this Agreement will inure to the benefit of the successors and permitted assigns of the parties.
If and to the extent any provision of this Agreement is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof shall be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and shall be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction shall not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.
15.8 Force Majeure
Kolabtree will not be responsible for the failure to perform or any delay in performance of any obligation hereunder due to a Force Majeure event. The time for performance of such party will be extended by the period of such delay. Irrespective of any extension of time, if an event of Force Majeure occurs and its effect continues for a period of 60 days, either party shall have the right to terminate the Agreement.
Force Majeure for the purpose of this Agreement includes but not limited to labor disturbances, accidents, fires, floods, epidemics, natural calamities, embargoes, sanctions, other acts of God, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party.
15.9 Communications from you to Kolabtree
All notices to Kolabtree intended to have a legal effect must be in writing and delivered either (a) in person; (b) by a means evidenced by a delivery receipt, to the following address: Cactus Communications Limited, 6th Floor, 9 Appold Street, London, EC2A 2AP; or (c) in writing via email to firstname.lastname@example.org. All such notices are deemed effective upon receipt by Kolabtree.
15.10 Contacting us
If you have questions or need assistance, please contact Customer Support at email@example.com