Purpose of this Agreement
This agreement sets out the terms of business agreement between you, the customer, and us, Kirmada, and your use of our subscription software product(s) and services.
It defines the scope and limitations of the levels of service you can expect from us and the limits of your rights under this agreement and outlines the boundaries of the contract between us. The terms of this agreement should be read in conjunction with Kirmada’s EULA which will be presented to you when you install our software.
How to Contact Kirmada
For support enquiries, please use the Help facility within the software itself or visit https://kirmada.com/help.
For all other enquiries, please use the contact page on our website.
Acceptance of These Terms & Conditions
By downloading and installing our software you are deemed to have accepted to be bound by the terms of this agreement and the EULA. If you do not accept these terms, you may not use our software or services.
Definition of Terms
“Kirmada”, “Company”, “We” and “Us” all refer to Kirmada Ltd.
“User”, “You”, “Your” all refer to you, the user of Kirmada’s software and services.
“Fees”, “Price” and “Subscription” all refer to our current monthly subscription fee you need to pay in order to access Our Services.
“The Service”, “Our Services”, “Service” and “Software” all refer to the software and services provided by Us to You. These include, but are not limited to:
- The web browser supplied in a Workspace environment;
- The ability to link, post, manage and analyse content in supported Social Media platforms;
- Use of the cloud file-storage system known as the Resource Centre;
- Use of collaborative team tools within Kirmada.
- “Our Content” refers to all our copyrighted material and intellectual property, whether online or contained within our software.
Subscription and Payment Terms
Kirmada is a subscription software service which requires you to pay a monthly or annual subscription fee in advance of receiving the Service. We will automatically charge your credit / debit card on a monthly or annual recurring basis as described below:
- Monthly subscription fees will be payable monthly in advance, on the the same day of each month on the anniversary of your initial payment, or on the last day of the month in the case of shorter months;
- Annual subscription fees will be payable annually in advance, on the anniversary date each year, or on the last day of the month in the case of a shorter month;
- If our subscription fees have changed, we will apply the new fees to your subscription upon renewal. We will give you at least thirty (30) days’ notice of any price changes.
- Automatic Renewals: Your subscription will automatically renew at the end of its term and the monthly or annual charge applied to the credit / debit card we have on file.
- If you do not wish to renew your subscription, you can cancel the renewal from the account area on our website or from the account area in the Kirmada software at any time before your renewal occurs. Your existing subscription will continue to be active until its expiration.
- If your card is declined we will email you an alert and give you three days grace period to update your card details and make payment. If you do not update your card, we will make a second attempt to take payment at the end of the grace period and, if that fails, your account will be suspended. You can reactivate your account by logging into the account area of the website and updating your payment details. Suspended accounts and all associated content will be deleted after 12 months of inactivity.
- Applicable sales taxes will be applied where necessary.
To register for a Kirmada subscription, you must provide the following information:
- Your real name
- Your Company or Trading name if applicable
- Your primary email address
- Your billing address
- A valid credit / debit card registered to the above address
Free Evaluation Period
You may evaluate Kirmada by signing up for a free trial. After your trial period expires, you may continue to use Kirmada by paying for a monthly subscription or as otherwise permitted by Kirmada. If you decide not to subscribe, you must remove the Software from all of your devices.
You may only take advantage a single free evaluation trial period unless you have been invited, in writing, to an extended evaluation. In this instance, you must use the same account login details you originally signed up with.
To qualify for a free trial, you must register using:
- Your real name;
- Your main primary email address. Temporary email addresses will not be accepted;
- Your telephone number
Additional Service Fees
If you sign up for extra optional services, such as additional cloud storage or the Professional Social Media Analytics package, these charges will be applied automatically as follows:
- The first fee you pay for your extra service will be charged pro-rata, e.g., if you sign up exactly mid-way through the month (or year for annual plans), the first fee charged will be exactly 50% of the recurring cost;
- The full recurring charge will thereafter be taken automatically from your credit / debit card at the same time as your main subscription until cancelled
Sponsoring Accounts (Organisational Licences)
You may opt to sponsor the subscription fees of other users (for example, users in your organisation) via your account page on our website or within the Kirmada application:
- If you link your account in this way, you become responsible for paying the subscription renewal fees of these accounts, which will be taken as a single payment on a combined renewal date;
- You can add or remove accounts you pay for from your Account page on the website at any time;
- If you add create new sponsored accounts part-way through a subscription term, you will pay the pro-rata cost for that account to take you to your usual billing date, at which point you will be charged the full renewal amount along with your existing accounts;
- If you adopt an existing active account which was being paid for by another user, their existing subscription will continue until its expiration, and your payment will be taken in accordance with 3) above;
- If you remove a sponsored user from your account, their subscription will continue to be active until their renewal falls due unless you request immediate termination;
- We will communicate with the user to instruct them on how they can assume control over their subscription and continue as Kirmada customers should they wish to. After termination, the user will need to respond to a verification email sent to the email address we have on file for them to prove their email account is not owned by a sponsoring organisation. It is your responsibility to ensure they are unable to access email addresses belonging to you after termination;
- When the user’s sponsorship is terminated, they will lose access to all Workspaces and Projects for which they are not the Owner
Teams – Credential Sharing
When creating “teams” or shared projects within Kirmada, it is your responsibility to ensure that the people you share the Workspace with (invitees) are authorised to use the websites and accounts you share.
You acknowledge that by sharing Workspaces, you are sharing credentials with the invitees, giving them access to any password protected accounts which the shared Workspace has previously been signed in to.
For the avoidance of doubt; When you share a Workspace, the passwords you have entered are not made known to the invitees, but credentials will be filled in automatically when they visit these account’s login pages unless you explicitly create the share without credentials.
Third Party Services
During the normal course of using our Software, you will use the products and services of third parties such as websites and social media platforms.
When you use such third parties, you will be responsible for reviewing, understanding, and abiding by their terms of service and acknowledge that Kirmada has no responsibility for the content or your usage of these third-party sites.
We are not responsible for, and do not warrant, the suitability or performance of any third-party services. Our Content may contain links to third party services, and any such links do not imply an approval, endorsement, or recommendation of such services.
We reserve the right to terminate your account without notice or compensation if you breach the terms of this Agreement. Additionally, we will cancel your account immediately if:
- It is being used to promote or conduct hate speech;
- It is being used to promote or conduct unlawful activities;
- We receive notification from linked social media platforms that content you post through our Software is in serious or continuing breach of their terms and conditions;
- Your use of the Service causes, or is likely to cause, harm to Kirmada’s goodwill or reputation;
- You attempt to circumvent payment for your subscription by any means;
- You attempt to create multiple free trial accounts to extend a trial beyond the evaluation period we originally offered you;
- You provide us with false or inaccurate information when registering your account
You may cancel your Subscription by visiting your account settings accessed through our website or the application at any time. Your subscription will continue to be active until its expiration on the renewal date, at which point it will lapse.
Your account will be preserved ready for reactivation for 12 months, after which it will be deleted from our systems.
If you cancel your subscription(s), no refund will be made for partial or unused months of your subscription.
Copyright and Intellectual Property (IP)
Except where expressly stated otherwise, all right, title and interest in and to Our Content, source code, processes, designs, technologies, URLs, domain names, marks, and logos forming any part of Our Content are:
- Fully vested in Us, our licensors, or our suppliers
- Protected by applicable copyrights, trademarks, patents, trade secrets, database rights, or other proprietary rights and laws
You agree that access and use of Our Content is subject to these Terms, including the disclaimers and limitations of liability herein. Nothing in your use of Our Content grants you any right, title or interest in or to Our Content except your limited rights to use Our Content as set out in these Terms.
Third-Party Copyright and IP
You will not use our Software or Services to post content online for which you do not own the copyright or have a verifiable licence to use.
We will investigate any claims of breach of copyright and, where applicable, remove such content if the claim is upheld.
If you believe your copyright or IP is being breached through our Service, please email email@example.com with the following information:
- A description of the copyrighted material being infringed;
- Information which will allow us to locate the material in question online;
- Why you believe a user of our Services is responsible for the infringement, and why you believe the infringement took place through the use of our services;
- Evidence to support that you are the owner or representative of the copyrighted material in question;
- Evidence to allow us to confirm you are the person stated in (4) above;
- Your full contact details, including you email address, telephone number and street address. While we can act against users of our Services who breach third party copyright whilst using our Services, we do not have the ability to remove the content from websites or social media platforms where the content was posted. You may need to make further representations to those websites to have your content taken down
Use of Kirmada Software
Kirmada is a professional web browser which combines advanced tools for productivity, time keeping, social media integration and collaboration and must only be used for the purposes for which it was designed.
Restrictions of Use
The User must not:
- Modify, translate, reverse engineer, decompile, disassemble, create derivative works based on, or duplicate or copy the Software or any portion thereof;
- Sublicense, loan, rent, transfer or grant any rights in the Software to any third party;
- Remove any proprietary notices, labels or marks in or on the Software;
- Use the Software for any unlawful purpose or intent;
- Use the Software to access online resources for which you do not have rightful permission to use;
- Access or attempt to access the Resource Centre in the Software by any means other than through the supplied user interface in the Software;
- Attempt to breach Our security measures or attempt to gain access to other users’ accounts;
- Use the Software to post copyrighted content for which you do not have permission to use;
- Use the software to send spam or unsolicited content;
- Use the Resource Centre to store anything illegal, obscene, pornographic or material likely to incite hatred;
- Use the Software in violation of GDPR;
- Use the software in any manor that we deem puts Kirmada’s reputation or intellectual property at risk;
- Use our social media integrations to publish more than 100 posts, per platform, per day.
Limitation of Liability
- We make no warranty that our Software, Services or Our Content is suitable, applicable or appropriate for the usage of any individual User, and you agree that your use our of Software, Services and Content is entirely at your own risk.
- In no event will Kirmada or its suppliers be liable to you or any third-party for any direct, indirect, incidental, special, consequential, or punitive damages arising out of or relating to your use, inability to use, or access, our Software, Services or Our Content.
- In no event shall Kirmada be liable to any user for any loss of business or loss of anticipatory profits through the use of, or inability to use, or non-performance of, our Software, Services, or Our Content, even if such losses were foreseeable or if Kirmada has been advised of the possibility of such loss, damage or expense.
- You acknowledge that Kirmada has no control over the reliability of data connections across the Internet and we make no guarantees that data entered into or through our Services will arrive at its intended destination, and that Kirmada accepts no responsibility for the loss, or the consequences of such loss, should they occur. Although Kirmada takes commercially reasonable efforts to ensure such connections are available and reliable, you acknowledge that service outages do occur from time to time and agree to not hold Kirmada responsible for any damages resulting from such outages whatsoever.
- You acknowledge that because we use third-party cloud providers to store and transmit files associated with our databases and file storage, and particularly with reference to files you store in the Resource Centre, that we do not have ultimate control over the performance of these services or their immediate or continued availability. Further, you acknowledge that we cannot guarantee that files you store in the Resource Centre will be available at any given time or at all and you agree that it is your responsibility to keep backup copies of all your files as a precaution against permanent loss of files in the Resource Centre.
- If you share the credentials for third-party websites or with other users by inviting them into a team or shared project (invitees), you acknowledge that it is your sole responsibility to ensure the invitees’ have permission to access such third-party accounts and that we accept no responsibility for any breaches of third-party services’ security or their terms and conditions as a result of the invitations you send. Furthermore, we will accept no responsibility for damages caused through your invitees’ criminal acts or other poor conduct.
- You acknowledge and agree that Our responsibilities do not extend to the content you post online through use of our Services and that we are only a data-processor in this context. We do not exercise editorial control or review the content or nature of your posts or activity, or any other transmission or other material created or accessible over or through the Service.
Kirmada Affiliate Program Terms & Conditions
“We”, “Us”, “Our” and similar pronouns refer to the issuer of this policy, Kirmada Ltd.
“You” and “Affiliate” refers to you, the person or entity agreeing to be bound by this policy.
“Customer”, “User” and “Referral” refers to the person or entity you sold our software product to in order to claim your commission.
“Agreement” refers to this document, the Kirmada Affiliate Program Terms & Conditions as defined by us and agreed to by you.
“Fee” refers to the amount the customer pays us for their subscription.
To join the Kirmada Affiliate Program, you must submit a completed application via Reditus at https://getreditus.com. We reserve the right to approve or reject any application at our discretion. We may revoke approval or cancel your participation in the program if we determine that your website or promotional methods are unsuitable.
Affiliates will earn a percentage of the total recurring sales generated by their referred customers (new account), with the specific commission rate to be defined at the time of signup.
If changes are made to our commission structures, existing referral commissions will continue to be paid at the rate in force at the time the customer subscribed, but new referrals will be at the new commission rate.
Commission payments are calculated on the net sale amount, excluding taxes and any other applicable fees.
For clarity, this means that when your referral renews their subscription (monthly or annually), you will be awarded the agreed percentage of the fee. If the user does not renew their subscription then the affiliate payments associated with the user will cease.
Affiliate Cookie Attribution
Affiliate referral cookies will be valid for 90 days. If you refer a visitor to us using your affiliate link and that referral signs up for a trial within 90 days of that visit, you will be assigned the sales commission associated with the referral.
In the event the same lead is referred by multiple affiliates, the last affiliate cookie associated with that referral will be awarded the sale.
The minimum payment threshold for a commission pay-out is GBP £50. For clarity, this means your commission due must have reached this threshold to trigger a payment.
We will process commission payments on the 20th of each month. A referral payment will be released 30 days after the customer has made a payment.
For clarity, commission payments will be authorised once 30 days have elapsed following a confirmed sale. Commissions are not payable for lead generation or trial sign-ups, only on trial sign-ups which result in a sale.
Fraudulent Activity and Chargebacks
We monitor for fraudulent activity and where fraud is suspected the affiliate account in question may be suspended pending investigation. No payments will be made to suspended affiliate accounts until the investigation is complete and we have satisfied ourselves to the good conduct of the account.
In the case that the affiliate account is reinstated, any missed commission payments will be authorised to be paid on the next payment cycle.
If the affiliate is found to be acting fraudulently, all pending payments will be voided and legal action will be taken against the fraudulent parties to the maximum extent permitted by law.
If an affiliate who is acting in good-faith refers a customer who makes a chargeback, the commission will be deducted from the next payment. If the volume or source of chargebacks triggers our anti-fraud algorithms your account may be suspended automatically pending review.
Taxes and Nexus States
We will collect all state, federal, sales and other applicable taxes directly from the customer based on their billing country and zip / postal codes at the point of purchase, in accordance with local and federal laws.
There is no requirement for the affiliate to take extra actions in order to comply with Nexus state tax legislation.
Trademarks and Intellectual Property
Affiliates may use Kirmada’s approved marketing materials, including logos, banners, and other promotional assets, provided that they do not alter or modify them in any way.
Affiliates may not use Kirmada’s trademarks, brand name, or intellectual property in any manner that may be misleading, confusing, or detrimental to Kirmada’s brand and reputation.
Affiliates may only use ethical and legal promotional methods to market Kirmada.
The use of spam, unsolicited emails, or any other fraudulent or misleading tactics is strictly prohibited. Affiliates must also comply with all applicable laws and regulations, including, but not limited to, the Federal Trade Commission’s guidelines on endorsements and testimonials.
It is at Kirmada’s sole discretion what constitutes “ethical promotion” and whether a particular advertising campaign or promotion is in violation of it. Any campaign or promotion we view as unethical must be taken down and removed immediately, and certainly within 24 hours, or the Affiliate’s account may be terminated in accordance with this agreement.
The affiliate may use PPC advertising to promote our software, provided it is not in competition with our PPC advertising and is conducted in accordance with this agreement.
You may not purport to be an employee of Kirmada or to represent Kirmada in any legal capacity and it must be clear that you are a 3rd-party agent of Kirmada in your terms and conditions.
We reserve the right to terminate an Affiliate’s participation in our affiliate program at any time, for any reason. If an affiliate is found to be in violation of these terms and conditions, their account may be terminated immediately, and any unpaid commissions may be forfeited.
Changes to Affiliate Terms and Conditions
We reserve the right to update or modify these terms and conditions at any time without notice. Affiliates are responsible for periodically reviewing these terms and conditions to ensure compliance.
If a material change is made to these terms, Affiliates will be notified by email and your continued use of our Affiliate Program will be deemed as acceptance of any such changes.
By submitting an application and participating in the Kirmada Affiliate Program, you acknowledge that you have read, understood, and agree to these terms and conditions.
Modifications to This Agreement
We may revise these terms from time to time as required by law or to reflect changes to our business or Services.
If we make changes to this agreement, we will inform you no less than 30 days prior to the new terms taking effect, using the email address that we have on file for you.
If you continue to use our Software or Services after the new terms have come into force, you will be deemed to have accepted the new terms. If you do not agree to the new terms, you must cancel your recurring subscription before the new terms take effect and remove all instances of Kirmada from your devices.
The terms of this agreement are interpreted, enforced, and governed by the laws of England and Wales. Any legal action or dispute arising from this agreement shall be brought exclusively in the courts of England & Wales and all parties expressly consent to be bound by the decisions and jurisdiction of such courts.