IMPORTANT: PLEASE READ THIS DOCUMENT CAREFULLY. BY DOWNLOADING, ACCESSING AND/OR USING ALL OR ANY PART OF THE SERVICES YOU ACCEPT AND AGREE TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU CANNOT OR DO NOT AGREE TO ALL TERMS OF THE AGREEMENT, DO NOT PROCEED AND DO NOT USE OR ACCESS THE SERVICES. PLEASE ALSO NOTE THAT THIS AGREEMENT CONTAINS TERMS WHICH LIMIT OUR LIABILITY TO YOU AND WHICH AFFECT YOUR LEGAL RIGHTS.
Last Updated: August 19, 2019
- WHO WE ARE
- We are Cyclonis Limited, a company incorporated under the laws of Ireland with company registration number 574974, whose registered office is at 3 Castle Street, Dublin 2, Ireland ("we", "us", or "our").
- YOUR AGREEMENT WITH US
- Cyclonis World Time is a software solution that allows you to access the time of the location(s) you choose. This Agreement governs your access and use of the Cyclonis World Time services, software, website, apps, and related technology we offer ("Services"). You should therefore read this Agreement carefully and in its entirety. By accessing or using the Services you are agreeing to comply with and be legally bound by this Agreement. If you represent an organisation and are accessing or using our Services for that organisation, you are agreeing to this Agreement on behalf of the organisation, and you represent that you are a proper agent of the organisation with full authority to bind the organisation. As long as you comply with the terms of the Agreement, you may access and use the Services on your compatible device.
- We may change this Agreement as needed in our sole discretion from time to time to update it or make other modifications that we consider necessary. For example, we may need to makes change due to changes in applicable law or regulations, due to changes to our business or operations, or due to enhancements or additions to the Services.
- If we believe a change will materially impact your legal rights as a user of the Services, or your use of the Services, we will notify you prior to the effective date of the change by sending an email to the email address associated with your account or by an in-app notification. The latest version of the Agreement is always accessible on our website at https://www.cyclonis.com.
- If you do not agree to the change it is your responsibility to stop using the Services and fully uninstall it from your device. Your continued access or use of the Services after the effective date of the change will constitute your acceptance of the change and your agreement to be bound by the revised Agreement.
- The Services or features may be updated automatically. If you are not using the latest version of the Services, service functionality may be significantly degraded and not all features or functions may be available.
- The Services may enable you to download software ("Software"). As long as you comply with the terms of this Agreement, we grant to you a personal, limited, revocable, non-transferable, non-sublicensable and non-exclusive license to use the Software for the sole purpose of accessing the Services.
- Open source and other third party code may be aggregated or distributed with our proprietary and copyrighted Software. The copyright notices and license terms for such third party code are described https://www.cyclonis.com/additional-terms-conditions/. Please note that the provisions of those licences may expressly override some of the terms of this Agreement and the developers of this third party code may modify their licensing terms from time to time.
- By using and/or accessing the Services you represent and warrant that: (a) you are of legal age to form a binding contract; (b) you are not a person barred or restricted from using the Services; and (c) your use of the Services does not violate any applicable law or regulation.
- You are responsible for all activities that occur through your use and/or access of the Services.
- You are responsible for making all arrangements necessary for you to have access to the Services. You are responsible for ensuring that all persons who access the Services on your behalf have been provided with a copy of this Agreement, and that they comply with it in full.
- ACCEPTABLE USE
- When using or accessing the Services you must: (a) comply with the Agreement; (b) comply with all applicable laws, including, without limitation, privacy and data protection laws, intellectual property laws and other rights of any third party, tax laws, and other regulatory requirements in connection with your use of the Services; and (c) only access the Services as permitted by the laws applicable to you in the jurisdiction you are located, including export control laws and regulations.
- When using or accessing the Services you must not: (a) violate any law, statute, ordinance or regulation; (b) promote or engage in any fraudulent, illegal or otherwise objectionable use in connection with the Services; (c) sell, reproduce, transfer, rent, assign, lease, sublicense, lend or transfer any versions or copies of the Services; (d) (and must not attempt to) copy, modify, adapt or translate, reverse engineer, decompile, disassemble, decipher, translate, or otherwise attempt to obtain the source code or underlying ideas or information of or relating to the Services or any related technology, or any part thereof, except to the extent, if any, that you may be expressly permitted to do so under applicable law; (e) use or access the Services in any manner which could interfere with the operation of, places an unreasonable load on, damage, disable, overburden or impair the Services or any other party’s computer systems or hack or gain unauthorised access to the Services; (f) violate the rights of others, including, patents, trademarks, trade secrets, copyrights or any other intellectual property rights; (g) violate the security of any computer network, or compromises any passwords or security encryption codes or processes; (g) use any automated system or software to extract data or code from the Services; (h) override any security feature of the Services or jeopardise the security of your account or someone else’s account; i) obtain or attempt to obtain the password, username, or other credentials of any other person; (j) use manual or automated software, devices or other means or processes to access, scrape or crawl the Services or Our Content or information; (k) engage in ‘framing’, ‘mirroring’, or otherwise simulating the appearance or function of the Services; (l) remove any copyright, trademark or other proprietary rights notices contained in or on the Services, Our Content or the content of others; (m) modify, create derivative works or copies or store any portion of the Services or of Our Content or any related technology (unless allowed by law or expressly authorised by us in writing); (n) access the Services except as provided by us, such as through our website, Software and apps; (o) attempt to mislead anyone about your identity or the origin of any content or communication, or impersonate or misrepresent your affiliation with any other person or entity; (p) incorporate, integrate or otherwise include the Services (or any portion thereof) into any other software, program, product or technology; and/or (q) monitor the Services' operation, availability, performance or functionality for any competitive purpose.
- OUR CONTENT
- The Services are the intellectual property of and are owned by us and our and licensors. The structure, organization, databases, and code of the Services are the valuable trade secrets and confidential information of us and our licensors.
- We, and our licensors, retain all right, title and interest, including, but not limited to, all copyrights, trade secret rights, patent and trademark rights, whether domestic or international, in and to the information, text, communications, apps, software, source or object code, scripting, photographs, text, video, animations, graphics, audio, music, sounds, images, trademarks, trade names, logos, brand features, and other materials and services found in the Services, including their look and feel (collectively, "Our Content").
- The Services and Our Content are protected by copyright, including without limitation by copyright laws, trademark, database right, sui generis rights and other intellectual property laws (as the case may be), under national laws and international treaties.
- Except as otherwise stated in this Agreement, you are not granted any right, title or interest in the Services, Our Content, or the content of others. You may not make alterations, copies, extractions, modifications, or additions to Our Content, or sell, copy, disseminate or re-licence it, or misuse Our Content in any way. If you want to re-publish, extract, reproduce, disseminate or otherwise use Our Content, you must contact us in advance and obtain our written permission.
- INDEMNITY & FEEDBACK
- Indemnity. You shall indemnify and hold us (including our parent companies, affiliates, related companies and subsidiaries, and our and their officers, directors, agents, partners, contractors, consultants, employees and subcontractors) and our licensors and suppliers harmless from any damages, liabilities, claims and demands (including costs and attorneys’ fees) due to or arising under or in connection with: (a) your access or use of the Services; (b) your breach of this Agreement; and (c) your infringement of the rights of any person or entity (including but not limited to confidentiality, privacy, trademark, copyright, patent or any other intellectual property rights of any person or entity). We reserve the right, at your expense, to assume the exclusive defence and control of any matter for which you are required to indemnify us in full and you agree to cooperate with our defence of such claims. You agree not to settle any such claim without our prior written consent. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
- Feedback. We welcome your comments, feedback, suggestions, ideas, submissions, proposals, recommendations, concepts or other communications ("Suggestions") about any aspect of our Services, but note that you waive all rights that may now or in future exist (including moral and equivalent rights) in the Suggestions and you agree that we may use the Suggestions as if they are the property of ours in any way without any restriction, obligation, notice, reimbursement or compensation to you.
- LIMITED WARRANTY
- Service Limitations. This Services are provided "as is" and we make no undertaking, representation or warranty: (a) in connection with the security, completeness or accuracy, reliability or timeliness of the Services; and/or (b) that the Services or any server they are hosted on is uninterrupted, free from defects, errors, viruses, bugs or other harmful elements. You acknowledge that use of the Services is entirely at your own risk and you assume full responsibility and risk of loss resulting from the use of, access to, relying on or downloading of the Services. You further acknowledge that any unavailability or the existence of any errors shall not constitute a breach of the Agreement by us, or our parent companies, affiliates, related companies and subsidiaries, or our and their officers, directors, agents, partners, contractors, consultants, employees and subcontractors (the "Cyclonis Party").
- Reliance on Information. Information, opinions, commentary, and any other materials posted, provided, generated or displayed on the Services by us or our trusted partners are not intended to amount to advice on which reliance should be placed. We therefore disclaim all liability and responsibility arising from any reliance placed on, or conclusions drawn from, such materials by any visitor to, or user of, the Services, or by anyone who may be informed of any of its contents. You are solely responsible for determining the suitability of any such information or materials.
- Beta Versions. If the Services, or certain features of the Services, are a beta, early access, evaluation, preview, or test version, you acknowledge and agree that: (a) the Services may contain errors and defects and may not be reliable or function as intended or in accordance with its specifications; and (b) you assume all risk in using such Services and agree to take due care in the installation, running and testing on your device.
- Dependencies. Some parts of the Services are designed to work with external third-party applications, and in some instances, the continued functionality of the Services may be partially or wholly dependent on one or more third parties or their servers, systems or databases. This may require you to update the Services and/or other third-party applications to ensure compatibility, and we cannot and do not warrant that all currently supported third-party applications, systems or databases will remain compatible or available.
- Compatible OS. The particular operating systems upon which the Services have been designed to operate and be used will be published by us from time to time ("Compatible OS"). You agree that you will not use, execute or install the Services on any operating system other than a Compatible OS. You acknowledge and agree that the Services may not execute correctly and may interfere with other software or hardware if executed or used on an operating system, which is not a Compatible OS.
- Limited Warranty. In the event that any terms, conditions, representations or warranties are implied by statute, common law or equity ("Prescribed Terms") into the Agreement which cannot be excluded by the law applicable to you in your jurisdiction, the Prescribed Terms will apply to the Agreement, save that the liability of the Cyclonis Parties for breach of any Prescribed Terms will be limited, to the maximum extent permitted by law, at our option and sole discretion, to any one or more of the following: (a) the replacement of the Software to which the breach relates or the supply of equivalent Software; (b) the repair of the Software; (c) the payment of the cost of replacing the Software or of acquiring equivalent Software; or (d) the payment of the cost of having the Software repaired. If the liability of a Cyclonis Party for any breach of any Prescribed Terms is capable of exclusion, they are hereby excluded to the fullest extent permitted by law. Except to the extent provided by the Prescribed Terms (if any), which are not capable of exclusion or limitation by the law applicable to you in your jurisdiction, or as expressly set out in this Agreement, you will not under any circumstances have any cause of action against, or right to claim or recover from, the Cyclonis Parties for or in respect of any loss, damage or injury (including without limitation any loss of profit, loss of savings, indirect, incidental or consequential loss, damage or injury) arising from the supply or use of the Services or any breach of the Agreement.
- Independent Judgment. You acknowledge that you have exercised your independent judgment in acquiring the Services and have not relied upon any representations (whether written or oral) made by a Cyclonis Party which have not been stated expressly in the Agreement or upon any descriptions or illustrations or specifications contained in any document or website, including catalogues or publicity material produced by us.
- LIMITATION OF LIABILITY
- THE LIMITED WARRANTY IN SECTION 9.6 STATES THE SOLE AND EXCLUSIVE REMEDIES FOR A CYCLONIS PARTY’S BREACH OF WARRANTY. THE CYCLONIS PARTIES DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SERVICES. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, AND FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT TO WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO YOU IN YOUR JURISDICTION, THE CYCLONIS PARTIES MAKE NO WARRANTIES, CONDITIONS, REPRESENTATIONS OR TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE AS TO ANY OTHER MATTERS, INCLUDING BUT NOT LIMITED TO NON-INFRINGEMENT OF THIRD PARTY RIGHTS, INTEGRATION, SATISFACTORY QUALITY OR FITNESS FOR ANY PARTICULAR PURPOSE.
- TO THE EXTENT PERMITTED BY THE LAW APPLICABLE TO YOU IN YOUR JURISDICTION, IN NO EVENT WILL ANY CYCLONIS PARTY BE LIABLE TO YOU FOR: (A) ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR INCIDENTAL LOSSES, DAMAGES, CLAIMS OR COSTS WHATSOEVER; OR (B) ANY LOSS OF PROFITS, LOSS OF SAVINGS, LOSS OF OR CORRUPTION TO DATA, LOSS OF REVENUE, LOSS OF USE, LOSS OF CONTRACT, LOSS OF GOODWILL OR LOSS OF OPPORTUNITY, EVEN IF A CYCLONIS PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS; OR (C) ANY CLAIM BY ANY THIRD PARTY.
- OTHER THAN FOR THE TYPES OF LIABILITY THAT CANNOT BE LIMITED BY LAW, TO THE MAXIMUM EXTENT PERMITTED BY THE LAW APPLICABLE TO YOU IN YOUR JURISDICTION, THE TOTAL AGGREGATE LIABILITY OF ALL CYCLONIS PARTIES UNDER OR IN CONNECTION WITH THE AGREEMENT (WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), UNDER STATUTE, OR OTHERWISE) SHALL BE LIMITED TO THE TOTAL AMOUNT YOU HAVE PAID CYCLONIS FOR THE CYCLONIS WORLD TIME SERVICES IN THE PREVIOUS 12 MONTHS, AND IF YOU HAVE NOT PAID CYCLONIS ANY AMOUNT FOR THE CYCLONIS WORLD TIME SERVICES SHALL BE €0 (ZERO EUROS). We are acting on behalf of our suppliers, subcontractors, agents and licensors for the purpose of disclaiming, excluding and/or limiting obligations, warranties and liability as provided in the Agreement, but in no other respects and for no other purpose. For further information please contact Cyclonis’ customer support department.
- No Cyclonis Party is liable for any failure of the Services resulting from: (a) an alteration, addition, adjustment or repair that is not performed by a Cyclonis Party; (b) misuse, damage or unlicensed use of the Services or User Content by you or a third party; or (c) use or access of the Services other than in accordance with the Agreement.
- LINKS TO THIRD PARTIES
- SUSPENSION AND TERMINATION
- Your Rights. You may terminate this Agreement at any time by completely uninstalling the Services from your device.
- Our Rights. We may at any time, in our sole discretion, suspend, cancel or terminate (in whole or in part) this Agreement or your access to any or all of the Services by providing notice to you if: (a) you violate any of this Agreement; (b) we suspect you are promoting or engaging in any fraudulent, illegal or otherwise objectionable use in connection with the Services; (c) we determine, in our sole discretion, that you pose a threat or risk to the Services, us, our staff, and/or any other person or entity; or (d) you have not accessed the Services for a period of 12 consecutive months. We are not liable to you or any third party for any suspension cancellation, or termination of this Agreement or your access to the Services
- Notice. We will endeavour to give you advance written notice under section 12.2 but we are not under an obligation to do so if it may result in a Cyclonis Party suffering legal or regulatory liability or in any way compromises our ability to provide our Services or operate our business.
- Discontinuing the Services or Features. We may at any time, in our sole discretion, discontinue (temporarily or permanently) all or any parts of the Services or Service features or functionality. For example, this may be in response to legal or regulatory requirements, our business requirements, or other external factors. In such circumstances, we will use reasonable endeavours, but are not obligated, to give you advance written notice.
- EXPORT CONTROL
- You agree that any software component of the Services will not be shipped, transferred or exported into any country or used in any manner prohibited by any applicable export laws, restrictions or regulations (collectively the "Export Laws"). In addition, if such software is identified as export controlled items under the Export Laws, you represent and warrant that you are not a citizen, or otherwise located within, any nation embargoed by the United Nations, the United States and/or the European Union, and that you are not otherwise prohibited under the Export Laws from receiving the software. All rights to use the software are granted on condition that such rights are forfeited if you fail to comply with the terms of the Agreement.
- GOVERNING LAW AND JURISDICTION
- The existence, formation, interpretation, operation and termination of the Agreement, and all matters and disputes (whether contractual or non-contractual) related to or connected with the Agreement or its subject matter, is subject to the laws of Ireland. The Agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. The Irish Courts will have exclusive jurisdiction over all matters and disputes (whether contractual or non-contractual) related to or connected with the Agreement or its subject matter. Nothing in this paragraph shall limit our right to bring enforcement proceedings in another jurisdiction or to seek interim, protective or provisional relief in the courts of another jurisdiction.
- If you are a European Union consumer you will benefit from any mandatory provisions of the law of the EU member state in which you are resident. Nothing in the Agreement, including the paragraph above, affects your rights as a consumer to rely on such mandatory provisions of local law.
If any term of the Agreement is found illegal, void or unenforceable by a court of competent jurisdiction: such term shall be excluded to the extent of such invalidity or unenforceability; all other terms of this Agreement shall remain in full force and effect; and, to the extent permitted and possible, the invalid or unenforceable term shall be deemed replaced by a term that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable term. Neither party's failure or neglect to enforce any of term or rights under the Agreement will be deemed to be a waiver of that party's rights. The Agreement shall not prejudice the statutory rights of any party dealing as a consumer. The Agreement may be modified by us in accordance with the ‘Changes’ section above. The Agreement may only be modified by you if agreed in writing and signed by an authorized officer of us. Updates may be licensed to you by us with additional or different terms. You may not transfer or assign any of your rights under the Agreement (or your account) to anyone, and any attempted transfer or assignment is void. We may at any time transfer or assign our rights under the Agreement to any successor or to any related company or affiliate of ours. The parties are independent contractors and nothing in the Agreement shall be deemed to constitute a partnership or joint venture between the parties or constitute any party to be the agent of the other party for any purpose. The Agreement constitutes the entire agreement between us and you relating to the Services and supersedes any prior representations, discussions, undertakings, communications or advertising relating to the Services. We will not be liable for any failure or delay in performance, due in whole or in part, to anything beyond our reasonable control. In the event of inconsistency or discrepancy between the English language version of this Agreement and any translation into another language, the English language meaning shall control.
- COMMUNICATION AT YOUR OWN RISK
Email and other methods of transmitting information over the Internet are subject to interference or scrutiny by third parties and should be independently verified. We cannot ensure security and privacy of such communications and all risk in transmitting such communications lies with you.
- NOTICE TO GOVERNMENT END USERS
The Services and related documentation are licensed to government end users: (a) only as commercial items; and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished rights under copyright law are reserved.