"Charges" means charges to be paid by You calculated according to the prices and rates set out in our Price List or otherwise notified to You;
"Minimum Period" means the minimum amount of time the Agreement will last before You are able to terminate the Agreement;
"Price List" means the material published by Us from time to time, particularly on our website (www.okya.co.uk) which includes the prices and rates for the Service;
"Service" means the OKYA service provided to You from the start date;
"Start Date" the day we activate the Service for Your usage;
"Us" or "We" means the provider (OKYA) named in our agreement with You;
"You" means the customer(s) We make this agreement with and includes a person who We reasonably believe is acting with Your authority or knowledge.
2. The License.
Please read this End User License Agreement ("Agreement") carefully before agreeing to the terms and conditions therein. By checking the "I Agree" box, You are agreeing to be bound by the terms of this Agreement. If You do not agree to the terms of this Agreement, then Positive Change Creations Ltd is unwilling to license the Service to You. If You do not agree to these terms and conditions, You are not authorised to, and may not, use the Service.
The Service is the current version of the OKYA Service. This Agreement also applies to, but is not limited to, all future updates and modifications to the OKYA Service and software, all executables, all documentation, and logos, trademarks, Service marks and trade names. The Service is copyrighted and owned by OKYA. The Service is licensed to You only under the terms set forth in this Agreement. OKYA reserves any right not expressly granted in this Agreement. You own or may own the media on which the Service is used, and You own or may own the content which You use alongside the Service, but OKYA retains title to the Service. By registering for, and/or using the Service, You assume sole responsibility for the results obtained from the use of the Service.
This Agreement is only a license to use our Service. It is not a transfer of title to the Service. OKYA grants You a limited, non-exclusive license to do only the following:
Use the Service You registered, signed, or otherwise applied for, only upon successful application by You to the particular Service; made successful entirely at our discretion.
3. Provision of Services.
3.1 We shall provide and You shall use the Service subject to the terms of this Agreement. We will provide the Service to You from the date We activate it and will continue to do so unless this Agreement is terminated as set out below.
3.2 The terms of this Agreement will apply jointly and severally to all those agreeing to take the Service under this Agreement, and the word "You" shall be understood accordingly.
3.3 The Service may contain technical inaccuracies or typographical errors. Accordingly, changes and/or updates may be affected without notice to You. We may also make improvements and/or changes to the Service at any time without notice to You. You acknowledge that We may from time to time issue upgraded versions of the Service, and We may automatically electronically upgrade the version of the Service that You are using. You consent to such automatic upgrading, and agree that the terms and conditions of this Agreement (as may be amended from time to time by posting notice on our Website, without prior warning or notice to You, for any reason) will apply to all such upgraded versions. If You do see a technical inaccuracy or error, You will let Us know immediately so that We can fulfil our responsibility to You by fixing the error or fault.
4. Use of Service.
4.1 Restrictions. You must not sell, rent, lease, license, sub-license, translate, transfer, loan, reproduce or otherwise assign or distribute the Service, except as expressly provided in this Agreement. You must not reverse engineer, decompile, disassemble, or otherwise manipulate the Service, except to the extent permitted by applicable law. You must not make error corrections to, or otherwise adapt or modify, or create derivative works based upon the Service. You must not remove any copyright notice, trademark, or proprietary legend included in the Service, and must not violate any applicable laws or regulations, including any patent, trademark, trade secret, or other proprietary rights of a third party. You must not impersonate any person or entity falsely stating or otherwise misrepresenting Your identity, affiliation or any other misrepresentation. You must not transmit any material that contains a virus or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software, hardware or telecommunications equipment, nor interfere with or disrupt the service, servers, or network that this Service connects with by posting false information or data.
4.2 Using the Service. We respect the rights of copyright owners
to control commercial uses of their material. By using the Service, You acknowledge
that You are responsible for complying with all applicable local, national and
international laws relating to the content You upload, including copyright laws.
Unauthorised copying, distribution, modification, public display, or performance
of copyrighted works may be an infringement of the copyright holder's rights
in certain circumstances. You acknowledge that any liability for such infringements
lies solely with You. You agree to indemnify Us, our parents, subsidiaries,
affiliates, successors, officers, directors, employees, or other representatives
harmless from any claim, demand, or damage, including reasonable solicitor's
fees, asserted by any third party due to or arising out of Your use of the Service.
As a condition to the license granted under this Agreement, You agree that You
will not use the Service to infringe the copyrights or other intellectual property
rights of others in any way. We reserve the right to terminate the license granted
under this Agreement in appropriate circumstances upon any single infringement
of the rights of others in conjunction with use of the Service or if We believe
that Your conduct is harmful to our interests, our affiliates, or other users;
or for any other reason at our discretion, with or without cause.
4.3 Protection and Security. You agree to use Your best efforts and to take all reasonable steps to safeguard the Service to ensure that no unauthorised person(s) shall have access thereto and that no unauthorised copy, publication, disclosure or distribution in whole or in part, in any form, shall be made. You acknowledge that the Service contains valuable confidential information and trade secrets and that unauthorised use and/or copying are harmful to Positive Change Creations Ltd.
5.1 You must pay all the Charges for the provision of the Service for which We bill You (whether you use the service or someone else does), together with any Value Added Tax and any other taxes (at applicable rates from time to time) which apply in relation to any charges payable under this Agreement. You must pay Your bill by the date specified. You will be liable for the Charges from the day on which We first make the Service available to You unless We notify You otherwise.
5.2 We may vary our Charges from time to time but will publish any change on our website (www.okya.co.uk) prior to the change taking affect. Your rights to cancel the Service if We increase our Charges are set out in condition 6.1.6 and 6.2. If You request a change in the Service supplied to You, We may need to alter the Charges to reflect those changes.
5.3 You are required to pay your bills in full using the method You have chosen in this Agreement or as We have otherwise agreed. You will allow Us to recover the Charges under any direct debit/credit card / standing order instruction You have given Us. If You have chosen to pay by monthly direct debit and your bank or building society is unable to make payment in any one month We will contact You. We reserve the right to immediately cancel any direct debit facility and demand a different method of payment. If You have agreed to pay by direct debit but then do not maintain payments by this method We may charge You an administration charge.
5.4 If You do not make your payments on time We may withdraw any discount We have given to You for payment in advance or payment by a particular means (e.g. standing order). We may also charge daily interest on amounts not paid until We receive your payment in full at a rate equal to 4% each year above the Base Lending Rate of National Westminster Bank Plc whether before or after Judgement. Interest will continue to accrue even if the Agreement has been terminated, as long as this termination is not due to a breach by Us.
5.5 All domain names registered on behalf of OKYA.co.uk members will be made in the name of OKYA.co.uk.
5.6 If you wish to cancel your subscription and your domain name is still registered with time before it expires, this can be transferred out of OKYA.co.uk by paying an admin fee of £10.00 and the Nominet Fees which is a legal requirement for UK .co.uk domains. Please note: This charge may vary depending on the policies set by Nominet and have no involvement with OKYA.co.uk.
6. Duration and Termination of the License and/or Agreement.
6.1 Termination of the license. The license granted under this Agreement is effective until terminated. However, this license will terminate immediately without notice from Us if You fail to comply with any of the provisions of this Agreement. Upon termination of this license the Agreement will also be void and invalid. We reserve the right to terminate the license granted under this Agreement for any reason at our discretion, with or without cause, at any time, including in the Minimum Period. As well as our other rights, We have the right to terminate this Agreement without notice and to claim for any losses or expenses incurred by Us or to suspend the provision of the Service until further notice without notifying You if:
6.1.1 You do not make payments to Us when they are due;
6.1.2 You do not perform or observe any other obligation under this Agreement (a "breach") and where You have breached this Agreement and that breach can be remedied, You fail to remedy the breach within the reasonable time specified by Us in our written notice requiring You to do so;
6.1.3 We are required to comply with an order, instruction or request of Government, or other competent administration or regulatory body;
6.1.4 A voluntary arrangement is proposed, or a bankruptcy petition is presented or a bankruptcy order is made against You in the United Kingdom.
6.1.5 As well as your other rights, You shall have the right to terminate this Agreement by notice to Us in writing if We fail to perform or observe any obligation under this Agreement and (in the case of a breach capable of a remedy) We fail to remedy the breach within the reasonable time specified by You in your written notice requiring Us to do so.
6.1.6 You may cancel the Service without penalty in the following circumstances:
(i) If We increase Charges You may cancel the Service in respect
of which the Charges have increased by giving Us one month's notice in writing
within 30 days of the earlier of:
(a) Such price increase being notified to you under condition 5.2.
(b) The date of your first bill following such price increase, irrespective of whether the minimum period in respect of the Service has expired.
6.2 Duration of the license. The Minimum Period of the Agreement to license the Service to You is 12 months from the Start Date. You can only terminate the Agreement during that minimum period if clauses 6.1.5 or 6.1.6 apply otherwise we may charge You a cancellation charge which will be the Charges which would have been payable to the end of the minimum period. After the minimum period, You may terminate the Agreement on one month's written notice.
7. Disclaimer of Warranties.
TO THE FULLEST EXTENT PERMITTED AT LAW, OKYA IS PROVIDING THIS WEB SITE, ITS CONTENTS AND THE SERVICE ON AN "AS IS" BASIS AND MAKES NO (AND EXPRESSLY DISCLAIMS ALL) REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THIS WEB SITE OR THE INFORMATION, CONTENT, MATERIALS OR PRODUCTS INCLUDED IN THIS SITE INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN ADDITION, OKYA DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ACCESSIBLE VIA THIS WEB SITE IS ACCURATE, COMPLETE OR CURRENT. Price and availability information is subject to change without notice.
Except as specifically stated on this website, to the fullest extent permitted at law, neither OKYA nor any of its parents, subsidiaries, affiliates, successors, officers, directors or employees, or other representatives will be liable for damages arising out of or in connection with the use of this website or the information, content, materials or products included on this site. This is a comprehensive limitation of liability that applies to all damages of any kind, including (without limitation) compensatory, direct, indirect or consequential damages, loss of data, income or profit, loss of or damage to property and claims of third parties. For the avoidance of doubt, OKYA does not limit its liability for death or personal injury to the extent only that it arises as a result of the negligence of OKYA, its parents, subsidiaries, affiliates, successors, officers, directors, employees or other representatives.
8. Governing Law.
We make no representations that the Service is appropriate or available for use in locations outside the United Kingdom. Those who apply for, apply to, register, sign-up to, or otherwise request the use of our Service from other jurisdictions do so at their own volition and are responsible for compliance with local law. You may not use or export our Service in violation of U.K. export laws and regulations. This Agreement and any and all claims relating to the Service shall be governed and construed in accordance with the laws of the United Kingdom, without regard to or application of choice of law rules or principles. By using the Service, You agree that any dispute, controversy or claim arising out of or relating to this Agreement or its breach, termination, avoidance or invalidity, shall be resolved by a court of competent jurisdiction in the United Kingdom. By using the Service, You agree to submit to the jurisdiction of the courts located in the United Kingdom in connection with any legal proceeding relating to use of the software.
This Agreement constitutes the entire Agreement between the parties with respect to the subject matter hereof, and all prior proposals, Agreements, representations, statements and undertakings are hereby expressly cancelled and superseded. This Agreement may not be changed or amended except by a written instrument executed by a duly authorised officer of our choosing and decision.
We may amend the terms and conditions of this Agreement at any time by a notice on our Website (www.okya.co.uk) , which shall be binding upon You; accordingly, You are urged to visit our website periodically to review the then current and effective terms and conditions for use of the Service.
A determination that any provision or part of any provision in this Agreement is invalid or unenforceable shall not invalidate or impair any other provision in this Agreement.
10. Intellectual Property.
Copyright in the Service is owned exclusively by OKYA and is protected by law and international treaty.