Terms of use

Last Updated: May 24, 2022

These Terms of Use apply to everyone that has signed up to use any Services that Koalitix. provides. By using the products and (online) services of Koalitix (collectively the “Service”), You signify and agree to be bound by these Terms of Use.

There may be other agreements that are made (in writing) between You and Koalitix. In that case, those agreements will have priority over these Terms of Use.

If You are entering into these Terms of Use on behalf of a company or other legal entity, You represent that You have the authority to bind such entity to these Terms of Use or any other terms and conditions, in which case the terms “You” or “Your” shall refer to such entity. 

 

1. Definitions

“Administrators”: the personnel designated by you who administer the Services to End Users on your behalf.

“Agreement”, “Contract”: the arrangements agreed in a form or a document or in some other way, under which Koalitix will deliver the Services or any other products or services defined therein.

“Content”: the audio and visual information, documents, software, products, services, proprietary tools,  generic templates and reusable components, libraries, know-how, techniques and expertise, contained or made available to you in the course of using the Service

“Customer Data”, “Your Data”: any data, information or material, including posts, comments, documents, organization information, models, application data, user information and account information, provided, submitted, created, saved, added, uploaded or made available by You to the Service in the course of using or accessing the Service, except Services (or parts thereof) and Feedback.

“End User”: an individual you permit or invite to use the Services. For the avoidance of doubt:  (a) individuals invited by your End Users and (b) individuals interacting with a Service as your customer are also considered End Users.

“End User Account”: an account established by you or an End User to enable the End User to use or access a Service.

“Feedback”: any suggestions, ideas, enhancement (requests), recommendations or other feedback provided by You or any other party relating to the Services.

“Koalitix”, “Us”, “Our”, “We”: any activity of “Koalitix Technology B.V.”( a private limited liability companies under Dutch law), or any affiliated or subsidiary company doing business as Koalitix.

“Party”, “Parties”: You or Koalitix individually (‘Party’) or together (‘Parties’).

“Sanctioned Country” means a country or territory that is itself the subject or target of any comprehensive trade or economic sanctions (currently Cuba, Iran, North Korea, Syria, and the Crimea region of Ukraine).

“Sanctioned Person” means any person (i) listed in the Specially Designated Nationals and Blocked Persons List maintained by the U.S. Department of Treasury’s Office of Foreign Assets Control or in any Export-Control-Related list of designated persons maintained by the U.S. Department of Commerce, the U.S. Department of State, the United Nations Security Council, the European Union, any Member State of the European Union, or the United Kingdom; (ii) operating, organized, or resident in a Sanctioned Country; (iii) the government of, or acting for or on behalf of the government of, Venezuela or a Sanctioned Country; or (iv) owned or controlled by one or more such persons

“Service”, “Services”: means all products, services of Koalitix, including but not limited to our online Software as-a Service product offering and our websites, Content (as defined above), other software, Support Portal, documentation and manuals, except Customer Data.

“Terms of Use”: these Terms of Use, together with the documents referred to in these Terms of Use.

“You”, “Your”, “User(s)”: anyone who entered into an Agreement with Koalitix or uses or accesses a Service of Koalitix, including Your employees, representatives, consultants, contractors or agents who are authorized to use or access the Service of Koalitix or have been supplied user identifications and passwords by You (or by Koalitix at Your request), even if no charge is due or registration is needed.

 

2. Account eligibility

  • You may only use the Services if you are old enough to consent (by yourself and not by a parent or guardian) to share your data under applicable law. For example, you must be 13 years or older under United States law, or 16 years or older under European Union law.

 

3. Right to use service

  • Subject to the terms and conditions of these Terms of Use, we hereby grant you a limited, non-exclusive, non-transferable, non-sublicensable license worldwide (with the exception of (i) jurisdictions that are embargoed or designated as supporting terrorist activities by the United States Government and (ii) jurisdictions whose laws do not permit engaging in business with Koalitix or use of the Services) for you to access and use the Services in connection with your internal business operations.

  • All rights not expressly granted to You are reserved by Koalitix and its licensors.

  • You consent to use the Service in accordance with any technical- and usage limitations that may exist, including but not limited to the number of users, geography and traffic.

  • Koalitix shall be entitled to suspend, terminate, or limit Your access to, and use of, the Service, at any time and for any reason or no reason. Your access to, and use of, the Service may also be suspended for the duration of any scheduled or unscheduled maintenance or downtime, including as a result of power outages, system or Internet failures or other interruptions, or any other acts, omissions, or failures on the part of Koalitix' third-party providers.

 

4. No-charge products

  • Koalitix may offer a portion or specific editions of the Service at no charge including our free tier, trial use and beta versions (collectively ‘No-charge products’).

  • We may modify or terminate your right to use No-charge Products at any time and for any reason in our sole discretion, without liability to you.

  • You understand that any beta product, and any beta features within generally available products, that we make available are still under development, may be inoperable or incomplete and are likely to contain more errors and bugs than generally available products. We make no promises that any beta versions will ever be made generally available. 

  • To the maximum extent permitted by applicable law, we disclaim all obligations or liabilities with respect to No-charge Products, including any support, warranty and indemnity obligations. NOTWITHSTANDING ANYTHING ELSE IN THESE TERMS, OUR MAXIMUM AGGREGATE LIABILITY TO YOU IN RESPECT OF NO-CHARGE PRODUCTS WILL BE US$100.

 

5. Responsibilities

  • In our product, you may be able to specify certain End Users as Administrators, who will have important rights and controls over your use of the Services and End User Accounts. This may include creating, de-provisioning, monitoring or modifying End User Accounts, and setting End User usage permissions; and managing access to Your Data by End Users or others. 

  • You are responsible for whom you allow to become Administrators and any actions they take, including as described above. You agree that our responsibilities do not extend to the internal management or administration of the Services for you.

  • You are responsible for all activity occurring under Your accounts. You shall abide by all applicable laws, treaties and regulations in connection with Your use of the Service, including, without limitation, those related to export control, data privacy, international communications and the transmission of technical or personal data. You shall treat the account information, access and identification codes as confidential and with due care and shall not share any production, confidential or personal data. 

  • You shall: (i) notify Koalitix immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Koalitix immediately and use reasonable efforts to stop immediately any copying or distribution of (parts of) Services that is known or suspected by You (iii) not impersonate another Koalitix User or provide false identity information to gain access to or use the Service.

 

6. Restrictions

  • You may not use the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes, or disclose the results of any such benchmark to any third party, without explicit written approval from Koalitix.

  • You shall not:

    • license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit the Service in any way

    • modify or make derivative works based upon the Service 

    • remove or modify any markings or notices of proprietary rights in the Service

    • reverse engineer the Service

    • send spam or otherwise duplicative or unsolicited messages in violation of applicable law; 

    • send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights

    • send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs

    • interfere with or disrupt the integrity or performance of the Service or the data contained therein; 

    • attempt to gain unauthorized access to the Service or its related systems or networks

  • We may consult with and disclose unlawful conduct to law enforcement authorities; and pursuant to valid legal process, we may cooperate with law enforcement authorities to prosecute users who violate the law.

  • We reserve the right (but are not required) to remove or disable access to the Service at any time and without notice, and at our sole discretion, if we determine that Your use of the Service is objectionable or in violation of these Terms of Use. We have the right to investigate violations of these Terms of Use and any conduct that affects the Service.

 

7. Your Intellectual Property rights

  • As between Koalitix and You, You own all rights, title and interest, including all related intellectual or industrial property rights, in and to any Customer Data.

  • Subject to these Terms of Use, and during the term for which You have a right to use the Service, Koalitix hereby grants You a limited, non-exclusive, non-transferable and terminable license to use any Content incorporated in the Customer Data, solely in connection with Your authorized use of the Service.

 

8. Our Intellectual Property rights

  • Koalitix alone, and its licensors where applicable, shall own all right, title and interest, including all related intellectual or industrial property rights, in and to all Services of Koalitix (including all its algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) and any Feedback. 

  • These Terms of Use are not a sale and does not convey to You any rights of ownership in or related to the Service or the intellectual property rights owned by Koalitix. 

  • The Koalitix name, the Koalitix logo, and the product names associated with the Service are trademarks of Koalitix or third parties, and no right or license is granted to use them. 

 

9. Maintenance

  • Our Services may be temporarily unavailable for scheduled or for unscheduled emergency maintenance, either by Koalitix or by third-party providers, or because of other causes.

 

10. Data protection / Security / Privacy

  • We implement and maintain physical, technical and administrative security measures designed to protect Your Data from unauthorized access, destruction, use, modification, or disclosure. 

  • We collect certain data and information about you and your End Users in connection with your and your End Users’ use of the our Services and otherwise in connection with these Terms of Use. We collect and use all such data and information in accordance with our Privacy Policy, which you acknowledge.

  • Koalitix reserves the right to modify its privacy and security policies in its discretion from time to time. 

  • By providing Koalitix with Your email address You consent to our using the email address to send You Service-related notices, including any notices required by law, changes to features of the Service and special offers. 

  • Koalitix’ implementation, development and operations teams shall have the right to access and use Your account information, and Customer Data for the purpose of delivery of the Service, respond to service or technical problems, on Your request. Koalitix shall be entitled to change the account, access- and identification codes assigned.

 

11. Term & termination

  • You agree that Koalitix may terminate the providing of any gratuitous Services at any time, for any reason and without prior notice. 

  • You agree that Koalitix shall not be liable to You and/or any third party for any modification, suspension, or termination of the Service. 

  • The following Sections shall survive the termination and/or expiration of this Agreement: Sections 7 (Your Intellectual Property Rights); 8 (Our Intellectual Property Rights); 12 (Warranties); 13 (Indemnity); 14 (Limitation of Liability); 16 (Governing law and jurisdiction); and 17 (Severance).

 

12. Warranties

  • Koalitix shall implement commercially reasonable technical and organizational measures to secure availability, confidentiality and integrity with respect to the Services, the Customer Data and personal information. 

  • However, unless explicitly otherwise agreed in writing between Parties, the Services are provided on an “as is” and “as available” basis, without warranties of any kind and the Services are accessed or used by You at Your own risk and without any right to support, maintenance, updates or any other services.

  • Koalitix and its licensors make no representation, warranty, or guaranty as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of the Service. 

  • Koalitix and its licensors do not represent or warrant that: 

    • (a) the use of the Service will be secure, timely, uninterrupted or error-free of operate in combination with any other hardware, software, system or data 

    • (b) the Service will meet Your requirements or expectations, 

    • (c) any stored data will be accurate or reliable, 

    • (d) the quality of any products, services, information, or other material purchased or obtained by You through the Service will meet Your Requirements or expectations, 

    • (e) errors or defects will be corrected

    • (f) the Service or the server(s) that make the Service available are free of viruses or other harmful components. 

  • All conditions, representations and warranties, whether express, implied statutory or otherwise, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third party rights, are hereby disclaimed to the maximum extent permitted by applicable law by Koalitix and its licensors. 

  • The Service may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. Koalitix is not responsible for any delays, delivery failures, or other damage resulting from such problems.

  • Koalitix shall not be responsible for any Customer Data. You, not Koalitix, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and Koalitix shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. 

  • Koalitix reserves the right to establish or modify its general practices and limits relating to storage of Customer Data. 

  • You represent and warrant that You have not falsely identified yourself nor provided any false information to gain access to the Service.

 

13. Indemnity

  • You shall defend, indemnify and hold harmless Koalitix, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents from and against any and all claims, proceedings, actions, fines, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: 

    • (i) any noncompliance with export control regulations 

    • (ii) a (alleged) claim that You violate any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights; 

    • (iii) a claim arising from the breach by You or Your Users of the Agreement or these Terms of Use or any law, rule, regulation or treaty; 

    • (iv) third-party claims on account of product liability due to a deficiency in a Service delivered by You to a third party that consisted in part of hardware, software, websites, databases or other materials supplied by Koalitix.

 

14. Limitation of liability

IN NO EVENT SHALL KOALITIX’S LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THE SERVICE AND/OR THESE TERMS OF USE AND/OR ANY AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY YOU TO KOALITIX TO USE THE SERVICE DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE OF THE CLAIM. IN NO EVENT SHALL KOALITIX AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OR COSTS OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, GOODWILL, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICE AND/OR THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, EVEN IF KOALITIX AND/OR ITS LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR COULD HAVE REASONABLY FORESEEN THEM. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS.

 

15. Assignment

  • Neither Agreements nor (the rights delivered from) these Terms of Use may be transferred or assigned by You without the prior written approval of Koalitix. 

  • The obligations arising from these Terms of Use and/or Agreements may be assigned by Koalitix without notice to You and without Your consent. 

  • Any transfer or assignment in violation of this section shall be null and void. 

  • Any actual or proposed change in control of You that results or would result in a direct competitor of Koalitix directly or indirectly owning or controlling 50% or more of You shall entitle Koalitix to terminate the Agreement or (any rights delivered from) these Terms of Use for cause immediately upon written notice.

 

16. Governing law and jurisdiction

  • Dutch law shall govern Agreements and these Terms of Use. 

  • The application of the United Nations Convention on Contracts for the International Sale of Goods 1980 is excluded under all circumstances. 

  • Any disputes between Parties arising from or related to Agreements or or these Terms of Use shall be exclusively submitted to a court of law with jurisdiction in Rotterdam, The Netherlands. 

 

17. Force Majeure

  • Koalitix shall not be bound to fulfill any obligation if prevented from doing so by force majeure. 

  • Insofar as not already included, force majeure shall further mean instances of strikes, company sit-ins, blockades, embargoes, government measures, war, revolution and/or any similar state, power failures, faults in electronic communication lines, cable breaks, fires, explosions, water damage, lightning damage, natural disasters, flooding and/or earthquake, shortage of and/or sickness of personnel and non-fulfillment by suppliers of Koalitix or force majeure on the part of suppliers of Koalitix.

 

18. Notice

  • Koalitix may give notice by means of a general notice on the Service, electronic mail to Your e-mail address on record in Koalitix’s account information, or by written communication sent by first class mail or pre-paid post to Your address on record in Koalitix’s account information. 

  • Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). 

  • You may give notice to Koalitix (such notice shall be deemed given when received by Koalitix) at any time by a letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Koalitix at the following address: Koalitix Technology B.V., Over de Vesten 1, 3116 AD, Schiedam, Netherlands, addressed to the attention of: The Management Team.

 

19. Modification of terms

  • Koalitix reserves the right to modify these Terms of Use and its policies relating to the Service at any time and without notice, effective upon posting of an updated version of these Terms of Use on the Service. 

  • You are responsible for regularly reviewing these Terms of Use. Continued use of the Service after any such changes shall constitute Your consent to such changes.

 

20. Severance

  • These Terms of Use, together with any other legal notices and Agreements shall constitute the entire Agreement between You and Koalitix concerning the delivery of Services. 

  • If (parts of) provisions in these Terms of Use, Agreements or annexes are or become unlawful, invalid or unenforceable, the surviving provisions or the valid part of the invalid provision shall remain fully in force and enforceable, without any consequences for the other obligations of Parties. 

  • The unlawful, invalid or unenforceable provision shall be deemed replaced by a provision that as far as possible has the same legal and commercial purport.

 

21. Audit

  • During the term of the Agreement and for a period of three years following its termination, Koalitix may, after 30 days advance written notice, inspect and audit Your records to verify compliance with the Agreement, these Terms of Use and other terms and conditions. You agree to cooperate with the audit, provide us with reasonable assistance and access to information.

 

22. Questions or Additional Information

If You have questions regarding these Terms of Use or wish to obtain additional information, please contact us via