and terms and conditions, commonly abbreviated as TOS or ToS, ToU or T&C)
are the legal agreements between a service provider and a person who wants to
use that service. The person must agree to abide by the terms of service in
order to use the offered service. Terms of service can also be merely a
disclaimer, especially regarding the use of websites.
- Agreement Between You and Kaiten.
- General Terms & Conditions.
- User Accounts.
- Subscriptions & Fees.
- Service Availability & Support.
- Kaiten’s Proprietary Rights.
- Service Use Restrictions.
- Your Content & License from You.
- Exclusion of Warranties.
- Limitation of Liability.
- Changes to Service.
- Termination of Service.
- Governing Law and Venue.
- Third Party Websites.
- Miscellaneous Legal Terms.
1. Agreement Between You and Kaiten
- 1.2 In order to use the Service you must agree to these Terms. You may agree to the terms by clicking the “I Accept” box, or by actually creating an account and using the Service.
You acknowledge and agree that Kaiten will treat your use of the Service as acceptance of these Terms from the time you first use the Service.
- 1.3 Please note that we offer the Services “AS IS” and without warranties. If you create an account or use the Services on behalf of an individual or entity other than yourself, you represent that you are authorized by such individual or entity to accept this Agreement on such individual’s or entity’s behalf.
- 1.4 Please note that while we make reasonable efforts to provide you with accurate content, we make no guarantees, representations or warranties, whether expressed or implied, with respect to information, quality of content, benefit information, or any other content available through the services or the website. in no event shall we be liable to you or anyone else for any decision made or action taken by you in reliance on any such content. furthermore, we do not in any way endorse or recommend any individual or entity listed or accessible through the services.
2. General Terms & Conditions
- 2.1 Our company is registered legally in Cyprus. and we have the required governmental permissions to provide our services.
- 2.3 You are responsible for maintaining the security of your usage to this website. The Company cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.
- 2.4 You agree that to the extent you provide personal information to Kaiten it will be true, accurate, current, and complete and that you will update all personal information as necessary. The use of company logos, advertisements, web addresses, contact information, pictures of celebrities or the unauthorized use of images owned by others is prohibited.
- 2.5 You are responsible for all content posted and activity that occurs under your identity.
- 2.6 You may not use the Service for any illegal purpose or to violate any laws in your jurisdiction (including but not limited to copyright laws).
- 2.7 You must provide your legal full name, a valid email address, and any other information requested in order to complete the signup process.
- 2.8 You can seek removal of content posted on our website, by contacting us.
- 2.9 If you request to delete any personal information that you have provided. Within 30 days we will review and proceed your request, and this information will be permanently removed from our database.
The removal of the information may be deletion or a completely irreversible disfiguring for the information.
- 2.10 The Company reserves the right to refuse service to anyone for any reason at any time.
- 2.11 We may collect the needed information to provide the requested service through our bots, email, text.
- 2.12 While most individuals who use Kaiten have successful experiences, from time to time we do receive reports of people attempting to scam or defraud the community.
- 2.13 Your use of the Service is at your sole risk. The service is provided on an “as is” and “as available” basis.
- 2.14 You understand that the Company uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service.
- 2.15 You must not modify, adapt or hack the website.
- 2.16 You must not modify another website or Website so as to falsely imply that it is associated with the Service or the Company.
- 2.17 You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission by the Company.
- 2.18 Verbal, physical, written or other abuse (including threats of abuse or retribution) of any Service customer, Company employee or officer will result in immediate action by the company.
- 2.19 You understand that the technical processing and transmission of the Service, including your content, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
- 2.20 You expressly understand and agree that the Company shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if the Company has been advised of the possibility of such damages), resulting from: (i) the use or the inability to use the service; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the service; (iii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct of any third party on the service; (v) or any other matter relating to the service.
- 2.22 The failure of the Company to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service constitutes the entire agreement between you and the Company and governs your use of the Service, superseding any prior agreements between you and the Company (including, but not limited to, any prior versions of the Terms of Service).
- 2.23 Any new features that augment or enhance the current Service, including the release of new tools and resources, shall be subject to the Terms of Service. Continued use of the Service after any such changes shall constitute your consent to such changes.
- 2.24 The Company reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, any part of the Service with or without notice.
Questions about the Terms of Service should be sent to firstname.lastname@example.org.
3. User Accounts
- 3.1 In order to use the Service, you must register with us to open a Kaiten account (“Account”). By opening an Account, you represent and warrant that: (a) you are 18 years of age or older, and that if you are less than 18 years old, your parent or legal guardian has agreed to stand behind any agreement you enter into as a participant on Kaiten; (b) all information you submit in connection with your opening and use of your Account is true, accurate, current, and complete; (c) you will promptly notify us if your information changes so that we can update our records; and (d) your use of the Service does not violate any applicable law, rule or regulation. You are responsible for maintaining this information current.
- 3.2 You are solely responsible for maintaining the security and confidentiality of the information you hold for your Account, including, without limitation, your username and password, and for any and all activity that occurs through your Account as a result of your failure to keep this information secure and confidential. You hereby agree to notify Kaiten immediately if you become aware of any unauthorized use of your Account, user name or password, or any other breach of security in connection therewith. You may be held liable for losses incurred by Kaiten or any third party due to someone else using your Account, user name or password as a result of your failing to keep your Account information secure and confidential. You are strictly prohibited from using anyone else’s Account, user name or password at any time and for any reason. Kaiten is not liable to you or any third party for your failure to comply with your obligations under this paragraph.
4. Subscriptions & Fees
- 4.1 The fees, if any, that you are required to pay to use the Service, and the corresponding usage limitations (the “Quota”) that will be made available to you.
- 4.2 You can pay the fees through 2 methods: wire transfer or bank card. Plan initiated upon request, not upon payment, no matter what payment method was chosen.
- 4.3 In the case of a prepaid option - there is a 2 weeks period to pay the invoice. This period can be changed on our end, and you should consult an invoice via Billing section to check what exact due date for the invoice is. Invoice has to be paid if requested, since a plan is activated upon request. Once invoice is paid and processed by our billing system, receipt is generated and available from the same billing section where invoice is.
- 4.4 The postpaid option is only available for the bank card payments.
- 4.5 In the case of postpaid option - the 1st of each month an invoice is generated for the previous month. Amount of an invoice is based on the period when the user license was activated. If postpaid plan was initiated not on the first day of month, invoice amount will be adjusted for the period of days since initiation.
- 4.6 Cancellation of postpaid plan – You are able to cancel your postpaid optioned tariff plan. Once cancelled - account goes to the Free tariff plan and invoice is generated for the period to the day of cancellation. Cancellation is not automated, if Kaiten is not used by a client - this is not a reason to perform auto cancellation on a paid plan.
- 4.7 Additional licenses on a prepaid plan - You can request more licenses (minimum - 1) on a prepaid plan. Invoice is generated for the period from request date to the end of current tariff period cycle (is defined by the first invoice in each period).
- 4.8 Debt - expired invoices that are not paid considered as debt and has to be paid by client. If debt is generated, Kaiten has rights to put an account in read-only mode or deactivate it until debt is paid.
- 4.9 Unless otherwise agreed by Kaiten and you. Fees are exclusive of taxes or other charges. All fees are exclusive of, and you will be responsible for payment of, taxes, levies, duties or similar local, state, provincial, federal or foreign jurisdiction governmental assessments on the Services.
- 4.10 Kaiten reserves the right to suspend or terminate your use of the Service (and access to your Content) if you fail to pay any fees due in connection with your use of the Service. Any outstanding fees are immediately due and payable upon termination of your use of the Service for any reason.
- 4.11 Refunds. In the event the Customer chooses to cancel the subscription, Kaiten shall not provide refunds. But certain refund requests for Subscriptions may be considered by Kaiten on a case-by-case basis and granted in sole discretion of Kaiten.
5. Service Availability & Support
- 5.1 Kaiten may temporarily suspend your access to any portion or all of the Service and your Content (as defined below) if Kaiten reasonably determines that: (a) there is a threat or attack on the Service (including a denial of service attack) or other event that may create a risk to the Service, you or any other Service user; (b) your use of the Service or your Content disrupts or poses a security risk to the Service or any other Service user, may harm Kaiten’s systems or any other Service user, or may subject Kaiten or any third party to liability; (c) you are using the Service for fraudulent or illegal activities; (d) subject to applicable law, you have ceased to continue your business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding; (e) you are using the Site, Service or other Kaiten property in breach of these Terms; (f) you are in default of your payment obligations hereunder; or (g) there is an unusual spike or increase in your use of the Service (collectively, ”Service Suspensions'”). Kaiten will make commercially reasonable efforts, circumstances permitting, to provide written notice of any Service Suspension to you (including notices posted on the Site or sent to your registered e-mail address) and to provide updates regarding resumption of the Service following any Service Suspension. Kaiten will have no liability for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that you may incur as a result of any Service Suspension.
- 5.2 Kaiten shall terminate your access to any portion or all of the Service and your Content upon termination of contract or non-renewal of Services.
- 6.1 Kaiten will comply with all applicable privacy and data security laws and regulations governing its processing and storage of Customer Content. During the Subscription Term, Kaiten shall maintain and conform to a security program in accordance with industry standards that is designed to secure the Customer Content and protect against unauthorized disclosure or access of Customer Content. Such security programs shall include the implementation of appropriate administrative, technical and physical safeguards.
7. Kaiten’s Proprietary Rights
- 7.1 You hereby acknowledge and agree that Kaiten (or its licensors) own all legal right, title and interest in and to the Site and Service, including, without limitation, any intellectual property or other proprietary rights which subsist in the Site and Service (whether such rights are registered or unregistered, and wherever in the world those rights may exist). As between you and Kaiten, all materials on the Site, including, but not limited to, graphics, user and visual interfaces, images, software, applications, and text, as well as the design, structure, selection, coordination, expression, “look and feel”, and arrangement of the Site and its content (except for your Content), and the domain names, trademarks, service marks, proprietary logos and other distinctive brand features found on the Site, are all owned by Kaiten or licensors.
- 7.2 Kaiten shall fully own and retain all rights to anonymous usage data derived from your use of the Service (“Usage Data”) as aggregated with usage data from Kaiten’s other customers for its own business purposes such as support, operational planning, product innovation and sales and marketing of Kaiten’s services. For purposes of clarification, such Usage Data may not include any data that could reasonably identify you.
- 7.3 Nothing in these Terms gives you any right to use any of Kaiten’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features. All rights not expressly granted by Kaiten under these Terms are reserved.
- 7.4 Subject to your compliance with these Terms, including, without limitation, your payment of all applicable fees, Kaiten hereby grants you a limited, personal, worldwide, royalty-free, non-transferable, sublicensable and non-exclusive license to use the Service for your internal business use, to store and manage your Content in such manner as permitted and/or specified by Kaiten from time-to-time in any applicable documentation or Service descriptions made available by Kaiten. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Service as provided by Kaiten, in the manner permitted by these Terms.
- 7.5 You may be allowed to sub-license the Services to third-parties with written permission from Kaiten identifying the sub-licensee third-parties.
- 7.6 During, and after the termination of, your use of the Service, you will not assert, nor will you authorize or assist any third party to assert, against Kaiten or any of Kaiten Parties (as defined below), any patent infringement claim with respect to the Service.
8. Service Use Restrictions
- 8.1 You hereby represent and warrant that you will not, and will not permit any third party to: (a) attempt to disable or circumvent any security mechanisms used by the Site or Service or otherwise attempt to gain unauthorized access to any portion or feature of the Site or Service, or any other systems or networks connected to the Site or Service, or to any Kaiten server, by hacking, password “mining”, or any other illegal means; (b) use any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any comparable manual process, to access, acquire, copy, or monitor any portion of the Site or Service; (c) use any device, software or routine to interrupt or interfere, or attempt to interrupt or interfere with, the proper operation and working of the Site or Service or any transaction being conducted on the Site or through the Service, or with any other person’s use of the Site or Service; (d) breach any security measures implemented on the Site or in the Service; (e) track or seek to trace any information on any other person who visits the Site or uses the Service; (f) forge headers or otherwise manipulate identifiers in order to disguise your identity, or the origin of any message or other communication that you send to Kaiten in connection with the Service; (g) pretend that you are, or that you represent, someone else, or impersonate any other person; (h) use the Service in the design, development, production, or use of missiles or the design, development, production, stockpiling, or use of chemical or biological weapons; (i) use the Service or Site for any illegal purpose, for soliciting the performance of any illegal activity, or as otherwise prohibited by these Terms or applicable laws, rules or regulations, including, without limitation, laws applicable to the export of software and data; (j) upload or otherwise process any malicious content to, or through, the Service; (k) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the any Kaiten proprietary software used to provide, maintain, or otherwise applicable to, the Service, or made available to you in connection with the Service; or (l) provide Kaiten access to or upload or send through the Services any of the following sensitive personal information: social security numbers; passport or visa numbers; driver’s license numbers; taxpayer or employee ID; financial account or payment card information; passwords; medical or health records or information reflecting an individual’s medical treatment or the payment or provisioning of such treatment. You hereby agree that you will notify Kaiten if you become aware that the Site or Service is being used for any illegal or unauthorized purpose.
- 8.2 You hereby agree that you will notify Kaiten if you become aware that the Site or Service is being used for any illegal or unauthorized purpose.
9. Your Content & License from You
- 9.1 You hereby agree that you are solely responsible and liable for any and all information, data files, written text, computer software, music, audio files or other sounds, photographs, videos, images, and other content (collectively” Content”) that you store, transmit, display, or otherwise use in connection with the Service, and for the consequences of your actions in connection with such Content and your use of the Service. You agree that Kaiten has no responsibility to you or to any third party in connection with such Content. You are solely responsible for any losses or damage suffered by Kaiten in connection with your Content. You hereby represent and warrant that you will not store or otherwise use any Content in connection with the Service that: (a) violates these Terms; (b) is defamatory, libelous, abusive, illegal, profane, indecent, pornographic, obscene, hateful, offensive, harassing, or threatening in any way; (c) constitutes or encourages conduct that would be considered a criminal offense or give rise to civil liability, or otherwise intentionally or unintentionally violate any law, rule or regulation; (d) violates any third party’s copyright, trademark, patent, trade secret, or other personal or proprietary right; (e) invades or interferes with the rights of privacy or publicity of any person; or (f) contains a virus, malicious code or any other harmful component.
- 9.2 Kaiten reserves the right, at any time in its sole discretion and without notice to you, to pre-screen, review, monitor, flag, filter, modify, refuse or remove any or all Content from the Service, but Kaiten has no obligation to do so. You agree to immediately take down, delete or modify any Content that is stored by you through the Service that violates these Terms or any applicable laws, rules, or regulations, including pursuant to a take down, deletion or modification request from Kaiten. In the event that you elect not to comply with a request from Kaiten to take down, delete or modify certain Content, Kaiten reserves the right to directly take down, delete or modify such Content. Kaiten assumes no liability or responsibility arising from your activities in connection with the Service, including, without limitation, Content that you store or otherwise use in connection with Service.
- 9.3 Kaiten claims no ownership or control over your right, title and interest in your Content. You retain copyright and any other intellectual property and other proprietary rights you already hold in your Content, and you are solely responsible for protecting those rights, as you deem appropriate. By submitting, storing, displaying, or otherwise using your Content in connection with the Service, you hereby grant Kaiten a worldwide, royalty-free, fully-paid-up, non-exclusive license to reproduce, perform, modify, display, distribute, and otherwise use such Content for the purpose of enabling Kaiten to provide the Service to you, including, without limitation, storing and retrieving the Content, making the Content available through the Service, adapting the Content for technical display and transmission, conforming the Content to the limitation and terms of the Service, and any other use related to the maintenance, provision and improvement of the Service.
- 9.4 Kaiten will not disclose any of your Content, except: (a) if you expressly authorize us to do so in connection with your use of the Service; (b) as necessary to provide the Service to you; or (c) to comply with the request of any governmental or regulatory body, subpoenas or court orders, or as otherwise required by applicable law, rule or regulation. If we receive a subpoena, court order, or other request from a governmental or regulatory body requesting the disclosure of any of your Content, we will use good faith efforts to provide you with reasonable notice to allow you to seek a protective order or other appropriate remedy (except to the extent Kaiten’s compliance with the foregoing would cause it to violate a court order or other legal requirement).
- 9.5 Kaiten may use usage patterns, trends and other statistical data derived from your Content and use of the Service for purposes of providing, operating, maintaining, or improving the Service.
- 10.1 If you send or transmit any communications or materials to Kaiten by mail, electronic mail, telephone, or otherwise (“Feedback”), suggesting or recommending changes to our Site or Service, including without limitation, new features or functionality relating thereto, any comments, questions, suggestions, or the like, all such Feedback are, and will be treated as, non-confidential and non-proprietary. This means that you give up any claim that the use of such Feedback by Kaiten or its agents, violates any of your rights including moral rights, privacy rights, proprietary or other property rights, rights of publicity, rights to credit for material or ideas, or any other right, including the right to approve the way Kaiten uses such Feedback.
- 10.2 You hereby assign all right, title, and interest in, and Kaiten is free to use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. You agree and understand that Kaiten is not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution.
11. Exclusion of Warranties
- 11.1 YOUR USE OF THE SITE AND SERVICE IS ENTIRELY AT YOUR OWN DISCRETION AND RISK. THE SITE AND SERVICE ARE FURNISHED TO YOU “AS IS” AND WITHOUT WARRANTIES OR CONDITIONS, STATUTORY OR OTHERWISE, OF ANY KIND. KAITEN, ON BEHALF OF ITSELF, AND ON BEHALF OF ITS PARENTS, AFFILIATES, SUBSIDIARIES, LICENSORS AND THIRD PARTY SERVICE PROVIDERS, AND KAITEN’S AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, SUCCESSORS, AND ASSIGNS, (COLLECTIVELY, THE ”GOOD PARTIES”): (A) EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE; (B) DOES NOT WARRANT THAT THE SERVICE, OR DATA PROVIDED THROUGH THE SERVICE, WILL MEET YOUR REQUIREMENTS, OR THAT ITS OPERATION WILL BE TIMELY, UNINTERRUPTED, SECURE, OR ERROR-FREE OR THAT ANY DEFECTS WILL BE CORRECTED; AND (C) DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS OR CONDITIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICE IN TERMS OF ITS ACCURACY, RELIABILITY, TIMELINESS, COMPLETENESS, OR OTHERWISE. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE SERVICE.
- 11.2 THIS LIMITATION OF REMEDIES IS A PART OF THE BARGAIN BETWEEN YOU AND KAITEN. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY KAITEN OR ANY PERSON ON BEHALF OF KAITEN SHALL CREATE A WARRANTY OR CONDITION, OR IN ANY WAY CHANGE THIS EXCLUSION OF WARRANTY.
- 11.3 NOTHING IN THESE TERMS, THIS SECTION 11, OR SECTION 13 BELOW, SHALL EXCLUDE OR LIMIT KAITEN’S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.
12. Limitation of Liability
- 12.1 SUBJECT TO SECTION 12.3 ABOVE, IN NO EVENT WILL KAITEN OR KAITEN PARTIES BE LIABLE TO YOU, OR ANY THIRD PARTY, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, COMPENSATION, REIMBURSEMENT OR DAMAGES IN CONNECTION WITH, ARISING OUT OF, OR RELATING TO, THE USE, OR LOSS OF USE OF, THE SERVICE, LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF DATA OR CONTENT, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, SUBSEQUENT OR OTHER COMMERCIAL LOSS, OR FOR ANY OTHER REASON OF ANY KIND, WHETHER BASED ON CONTRACT OR TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE OR STRICT LIABILITY), EVEN IF KAITEN OR KAITEN PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- 12.2 KAITEN AND KAITEN PARTIES WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR DAMAGES FOR BREACH OF ANY EXPRESS OR IMPLIED WARRANTY OR CONDITION, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY RELATED TO THE SITE OR SERVICE. IF, NOTWITHSTANDING THE FOREGOING, KAITEN OR ONE OF KAITEN PARTIES IS FOUND TO BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGE OR LOSS WHICH ARISES UNDER OR IN CONNECTION WITH THESE TERMS OR THE SERVICE, KAITEN OR THE RELEVANT KAITEN PARTY’S TOTAL CUMULATIVE LIABILITY TO YOU OR ANY THIRD PARTY SHALL IN NO EVENT EXCEED THE AMOUNT OF FEES ACTUALLY PAID BY YOU TO KAITEN DURING THE ONE (1) YEAR PERIOD PRECEDING THE DATE OF THE EVENT GIVING RISE TO KAITEN’S LIABILITY.
- 13.1. You hereby agree to indemnify, defend and hold harmless Kaiten and Kaiten Parties (each an ”Indemnified Party”), from and against any and all liability and costs (including, without limitation, attorneys’ fees and costs) incurred by the Indemnified Party(s) in connection with any actual or alleged claim arising out of: (a) your or your sub-licensee’s use of the Service; (b) any breach or alleged breach by you of these Terms; (c) any Feedback or Content provided by you; (d) any breach or alleged breach by you of a third party’s rights, including, without limitation, any intellectual property, privacy or publicity rights; (e) any damage caused by or alleged to have been caused by you to the Site or Service; or (f) any actual or alleged violation or non-compliance by you with any applicable law, rule or regulation, including, without limitation, the applicable spam laws.
- 13.2. Counsel you select for defense or settlement of a claim must be consented to by Kaiten and/or the Indemnified Party(s) prior to counsel being engaged to represent you and Kaiten and/or the Indemnified Party(s). You and your counsel will cooperate as fully as reasonably required, and provide such information as reasonably requested, by the Indemnified Party(s) in the defense or settlement of any claim. Kaiten and/or the Indemnified Party(s) reserves the right, at its own expense, to assume the exclusive defense or settlement, and control of any matter otherwise subject to indemnification by you. You shall not in any event consent to any judgment, settlement, attachment, or lien, or any other act adverse to the interest of Kaiten or any Indemnified Party(s) without the prior written consent of Kaiten and/or the Indemnified Party(s).
14. Changes to Service
- 14.1. Kaiten is constantly striving to provide the best possible experience for its Service users. You acknowledge and agree that the form and nature of the Service which Kaiten currently provides may change from time-to-time without prior notice to you, subject to the terms in Section 4.5. Changes to the form and nature of the Service will be effective with respect to all versions of the Service. Examples of changes to the form and nature of the Service include, without limitation, changes to fees and payment policies, security patches, additional functionality, reduced functionality, and other enhancements.
15. Termination of Service
- 15.1 You may stop using the Service at any time by providing a notice in writing or by email of at least fourteen (14) business days. In such an event, you will not be entitled to any refund of any fees that you have paid prior to you ceasing to use the Service as stated in Section 4.
- 15.2 Kaiten reserves the right in its sole discretion to cease or suspend providing all or any part of the Service immediately without any notice to you, if: (a) you breach, or threaten or intend to breach, these Terms; (b) your usage to our platform was only limited on storing files; (c) you test Kaiten for vulnerabilities or load-testing or any other cause which is not related to its definition without agreement with us for these types of usages; (d) Kaiten is required to do so under any applicable law, rule or regulation, including, without limitation, the applicable spam laws; (e) the Service relies on data, services or another business relationship between Kaiten and a third party service provider, and such relationship terminates or changes in such a way that affects Kaiten’s ability to continue providing the Service; (f) continuing to provide the Service could create a substantial economic burden on Kaiten as determined by Kaiten in its sole discretion; or (g) continuing to provide the Service could create a security risk or material technical burden as determined by Kaiten in its sole discretion.
- 15.3 If your use of the Service is terminated or suspended pursuant to Sections 15.1 or 15.2 above, except to the extent prohibited by any applicable law, rule or regulation, you will immediately lose access to, and the ability to export, your Content. Without limiting the foregoing, the rights set forth in this Section 15.3 are subject to your payment of any outstanding fees due upon and after termination of your use of the Service.
- 15.4 Any of your obligations under these Terms which by their nature are intended to survive the termination of your use of the Service, shall continue to apply to you after you cease to use the Service.
- 15.5 Kaiten may notify the relevant law enforcement authorities or other third parties, of any illegal or other prohibited conduct by you, including, without limitation, your violation of these Terms or unauthorized use of the Site or Service.
- 15.6 In the event Kaiten decides to stop offering any or all Services, Kaiten shall provide a notice in writing or email to you of not less than sixty (60) days.
16. Governing Law and Venue
- 16.1. These Terms will be construed and enforced in all respects in accordance with the laws of Cyprus without reference to its choice of law rules. Except as set forth below in Section 16.2, the courts seated in Cyprus shall have sole and exclusive jurisdiction for all purposes in connection with any action or proceeding that arises from, or relates to, these Terms and you hereby irrevocably waive any objection to such exclusive jurisdiction; provided however, that Kaiten may seek to enforce any judgment in its favor in any court of competent jurisdiction.
- 16.2. Notwithstanding the foregoing, Kaiten may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its proprietary and other rights. You agree that your breach of these Terms may result in immediate and irreparable damage to Kaiten for which there is no adequate remedy at law.
- 16.3. The United Nations Convention on Contracts for the International Sale of Goods in its entirety is expressly excluded from these Terms, including, without limitation, application to the Site or Service. Furthermore, these Terms (including without limitation, the Site and Service) will not be governed or interpreted in any way by referring to any law based on the Uniform Computer Information Transactions Act (UCITA) or any other act derived from or related to UCITA.
- 16.4. Any cause of action arising under these Terms must be commenced by you within one (1) year after the claim or cause of action arises.
17. Third Party Websites
- 17.1. The Site and Service may provide links to other websites and hosting servers that are not owned or operated by Kaiten (“Third Party Websites”). Kaiten provides these links to you as a convenience only, and Kaiten does not verify, make any representations concerning, or take responsibility for, such Third Party Websites, or the products or services offered through such third party websites, including, without limitation, the truthfulness, accuracy, quality, or completeness of the content of, or activities conducted on, such Third Party Websites. You should use your own independent judgment before accessing and using such Third Party Websites, or products or services offered through such third party websites.
- 17.3. Any reference on the Site, or through the Service, to any product, process, publication or service of any third party, by trade name, domain name, trademark, trade identity, service mark, logo, manufacturer or otherwise, does not constitute or imply Kaiten’s endorsement or recommendation thereof, and your use of any Third Party Websites and third party product, process, publication, or service is entirely at your own risk.
18. Miscellaneous Legal Terms
- 18.2. The failure of Kaiten to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
- 18.3. If any part of these Terms is held invalid, illegal or unenforceable, that provision shall be enforced to the maximum extent permissible so as to maintain the intent of these Terms, and the other parts will remain in full force and effect.
- 18.4. Any notice or other communications by Kaiten relating to the Service may be made by letter, e-mail or posting on the Site, and you hereby consent to receive notices and other communications in electronic form to the extent permitted by applicable law.
- 18.5. These Terms shall not be interpreted or construed to confer any rights or remedies on any third parties, except that each Indemnified Party shall be a third-party beneficiary hereunder and accordingly, shall be entitled to directly enforce and rely upon any provision of these Terms that confers a right or remedy in favor of it.
- 18.6. Kaiten may assign or transfer its rights, or delegate any performance, under these Terms to a third party in its sole discretion. You may not assign or otherwise transfer your rights, or delegate your performance, under these Terms to any third party without in each and every case, Kaiten’s express prior written consent.
- 18.7. Kaiten will 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 the common enemy, earthquake, fire, flood or other acts of God, the elements, epidemics, labor conditions, power failures, and Internet disturbances.
- 18.8. Kaiten may take any legal action against you to enforce these Terms or to prevent the breach of these Terms, including, without limitation, seeking equitable remedies or using technical means at its disposal. In addition to any other legal, equitable or technical rights and remedies that it may have, Kaiten may without limitation, immediately terminate or suspend your use of the Service and access to your Content, if Kaiten believes in its sole discretion that you are violating these Terms, or that you intend to do so.
- 18.10. You may not access the Service if you are a direct competitor of Kaiten’s, except with our prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.