End User License Agreement
Splash Media Group Inc. Digital Goods End User License Agreement
Last update January 1, 2023
ACKNOWLEDGEMENT
This End User License Agreement (the “Agreement”) forms a legal and binding agreement between you (“you” or “your”) and Splash Media Group Inc. (“we” or “us”). This Agreement is made available to you to guide and govern your use of our products and services, including our software, web applications, plugins and add-ons (collectively, the “Products”).
READ THIS AGREEMENT CAREFULLY. YOUR ACCESS TO AND USE OF OUR PRODUCTS ARE GOVERNED BY THIS AGREEMENT. BY USING OUR PRODUCTS, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, THEN YOU ARE PROHIBITED FROM USING OUR PRODUCTS. OUR PRODUCTS ARE LICENSED, NOT SOLD, TO YOU BY US FOR USE STRICTLY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.
OUR PRODUCTS
WordPress Plugins
Our plugins are stand-alone products that can be installed on a WordPress website. Our plugins must be ordered individually and used on a single WordPress website. For use on multiple, individual websites, licenses must be ordered for each additional website.
- Kraken Careers
- Kraken Teams
- Kraken Projects
- Kraken Products
Web Applications
Our web applications are stand-alone products that are hosted by Splash Media Group Inc. on third party servers. Each web application must be ordered individually.
- Kraken Simple HR
- Kraken Simple CRM
PRODUCTS LICENSE
Scope of License
We grant you a revocable, non-exclusive, non-transferable, limited license allowing you to use the Products you order from us, pursuant to one or more orders (each, an “Order”) and the related documentation in accordance with this Agreement. Additional End User License Agreement terms and conditions that apply to each type of Product may be set forth in the Order as well as in the description of our Products, which will be published on our website or otherwise made available to you. We reserve the right to refuse to provide you with our Products in our sole discretion and without notice.
You may only use our Products on a device that you own, control or have been granted access to by Splash Media Group Inc., and as permitted by our terms and conditions.
License Restrictions
You agree not to, and you will not permit others to:
- License, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit our Products or make our Products available to any third party.
- Remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of Splash Media Group Inc. or our affiliates, partners, suppliers or the licensors of our Products. If you are under 18, you may use our Products only with the involvement of a parent or guardian.
YOUR RESPONSIBILITY AND PRODUCT USE RESTRICTIONS
You assume complete responsibility for your and your user’s use of our Products, and you are responsible for all acts and omissions of your users in connection with the use of our Products. You shall use our Products only for legitimate business and commercial purposes. You shall not use our Products for any activities which, in Splash Media Group Inc.’s sole discretion, may be illegal, offensive, abusive, or in a way that interferes with or adversely affects our Products or use of our Products, including using our Products in a way that promotes hate, violence, discrimination, or intolerance. You agree to compensate, hold harmless, and defend Splash Media Group Inc. from any claims, damages, losses, liabilities, costs, and expenses, including attorneys’ fees, resulting from your use or misuse of our Products.
You and your users must use our Products in compliance with all applicable laws, rules and regulations, including but not limited to all data protection and privacy laws, as well as laws relating to unsolicited commercial electronic messages.
INTELLECTUAL PROPERTY
Our Products, including without limitation all copyrights, patents, trademarks, trade secrets and other intellectual property rights are, and shall remain, the sole and exclusive property of Splash Media Group Inc.
YOU, YOUR USERS, OR ANY OTHER THIRD PARTY SHALL NOT DECONSTRUCT, RE-ENGINEER, RE-PROGRAM, MODIFY, OR ALTER OUR PRODUCTS IN ANY WAY FOR ANY PURPOSE.
We shall not be obligated to indemnify or defend you with respect to any third party claim arising out of or relating to our Products. To the extent Splash Media Group Inc. is required to provide indemnification by applicable law, we shall be solely responsible for the investigation, defense, settlement and discharge of any claim that our Products or your use of them infringes any third party intellectual property rights.
MODIFICATIONS TO OUR PRODUCTS
Splash Media Group Inc. reserves the right to modify, suspend or discontinue, temporarily or permanently, any of our Products or any service and/or Third-Party Service to which it connects to and/or uses for the functioning of our Products, with or without notice and without liability to you.
UPDATES TO OUR PRODUCTS
During the term of your use of our Products, Splash Media Group Inc. may from time to time provide enhancements or improvements to the features/functionality of our Products, which may include patches, bug fixes, updates, upgrades and other modifications.
Updates may modify or delete certain features and/or functionalities of our Products. You agree that Splash Media Group Inc. has no obligation to (i) provide any updates, or (ii) continue to provide or enable any particular features and/or functionalities of our Products to you.
You further agree that all updates or any other modifications will be (i) deemed to constitute an integral part of our Products, and (ii) subject to the terms and conditions of this Agreement.
SUPPORT
During the term of your use of our Products, we will provide you with limited product support, as determined solely by us, and we may charge a support fee based on the situation as determined by us. Support is only available to the customer named as the licensee; we have no obligation to provide support to any other party. Support does not include assistance with Third Party Products. The “Knowledgebase” on the Splash Media Group Inc. website provides information about our Products, how to use them, and how to request additional training.
THIRD-PARTY SERVICES
“Third-Party Services” means any services or content (including data, information, applications and other products or services) provided by a third-party that may be displayed, included, used or made available by our Products.
Our Products may display, include or make available third-party content (including data, information, applications and other products and services) or provide links to third-party websites or services.
You acknowledge and agree that Splash Media Group Inc. shall not be responsible for any Third-party Services, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, accessibility, privacy, or any other aspect thereof. Splash Media Group Inc. does not assume and shall not have any liability or responsibility to you or any other person or entity for any Third-party Services.
You must comply with applicable Third parties’ Terms of agreement when using our Products. Third-party Services and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third-parties’ Terms and conditions.
Term and Termination
This Agreement shall remain in effect until terminated by you or Splash Media Group Inc. Splash Media Group Inc. may, in its sole discretion, at any time and for any or no reason, suspend or terminate this Agreement with or without prior notice.
This Agreement will terminate immediately, without prior notice from Splash Media Group Inc., in the event that you fail to comply with any provision of this Agreement. You may also terminate this Agreement by uninstalling and/or deleting our Products and all copies thereof from your device that can access our Products such as a computer, a cellphone or a digital tablet.
Upon termination of this Agreement, you shall cease all use of our Products and when applicable, uninstall and/or delete all copies of our Products from your device.
Termination of this Agreement will not limit any of Splash Media Group Inc.’s rights or remedies at law or in equity in case of breach by you (during the term of this Agreement) of any of your obligations under the present Agreement.
INDEMNIFICATION
You agree to indemnify and hold Splash Media Group Inc. and its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (if any) harmless from any and all claims, demands or losses, including reasonable attorneys’ fees, due to or arising out of your: (a) use of our Products; (b) violation of this Agreement or any law or regulation; (c) your negligence or willful acts or omissions; (d) claims by a third party arising out of or related to your use or misuse of our Products; or (e) claims relating to any information or materials you provide or otherwise make available to us; or (f) violation of any right of a third party.
In the event of a claim or threatened claim by a third party, we may, at our sole option, (a) revise our Products so that they are no longer infringing, or (b) obtain the right for you to continue using our Products, and/or any third-party features or services our Products access, or (c) remove any of our Product’s features and/or functionality for infringement issues which we determine can not be resolved reasonable, at our sole determination.
No Warranties
OUR PRODUCTS ARE PROVIDED TO YOU “AS IS” AND “AS AVAILABLE” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. To the maximum extent permitted under applicable law, Splash Media Group Inc., on its own behalf and on behalf of its affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to our Products, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, we provide no warranty or undertaking, and make no representation of any kind that our Products will meet your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.
Without limiting the foregoing, neither Splash Media Group Inc. nor any of the company’s providers makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of our Products, or the information, content, and materials or products included thereon; (ii) that our Products will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through our Products; or (iv) that our Products, its servers, the content, or e-mails sent from or on behalf of Splash Media Group Inc. are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.
Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to you. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law. To the extent any warranty exists under law that cannot be disclaimed, Splash Media Group Inc. shall be solely responsible for such warranty.
LIMITATION OF LIABILITY
Notwithstanding any damages that you might incur, the entire liability of Splash Media Group Inc. and any of its suppliers under any provision of this Agreement and your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by you for our Products.
To the maximum extent permitted by applicable law, in no event shall Splash Media Group Inc. or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use our Products, third-party software and/or third-party hardware used with our Products, or otherwise in connection with any provision of this Agreement), even if Splash Media Group Inc. or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.
Some provinces/jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.
You expressly understand and agree that Splash Media Group Inc., its subsidiaries and affiliates, and its licensors shall not be liable to you under any theory of liability for any direct, indirect, incidental, special consequential or exemplary damages that may be incurred by you, including any loss of data, whether or not Splash Media Group Inc. or its representatives have been advised of or should have been aware of the possibility of any such losses arising.
SEVERABILITY AND WAIVER
Severability
If any provision of this Agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
Waiver
Except as provided herein, the failure to exercise a right or to require performance of an obligation under this Agreement shall not effect a party’s ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute a waiver of any subsequent breach.
PRODUCT CLAIMS
We do not make any warranties concerning our Products. To the extent you have any claim arising from or relating to your use of our Products, Splash Media Group Inc. is responsible for addressing any such claims, which may include, but not limited to: (i) any product liability claims; (ii) any claim that our Products fails to conform to any applicable legal or regulatory requirement; and (iii) any claim arising under consumer protection, or similar legislation.
CANADA LEGAL COMPLIANCE
You represent and warrant that (i) you are not located in a country that is subject to the Canadian government embargo, or that has been designated by the Canadian government as a “terrorist supporting” country, and (ii) you are not listed on any Canadian government list of prohibited or restricted parties.
CHANGES TO THIS AGREEMENT
Splash Media Group Inc. reserves the right, at its sole discretion, to modify or replace this Agreement at any time. If a revision is material we will provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at the sole discretion of the Company.
By continuing to access or use our Products after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use our Products.
GOVERNING LAW
The laws of Canada, excluding its conflicts of law rules, shall govern this Agreement and your use of our Products. Your use of our Products may also be subject to other local, provincial, national, or international laws.
ENTIRE AGREEMENT
The Agreement constitutes the entire agreement between you and Splash Media Group Inc. regarding your use of our Products and supersedes all prior and contemporaneous written or oral agreements between you and Splash Media Group Inc.
You may be subject to additional terms and conditions that apply when you use or purchase other Splash Media Group Inc. products or services, which Splash Media Group Inc. will provide to you at the time of such use or purchase.
CONTACT US
If you have any questions about this Agreement, you can contact us:
● By sending us an email: mike@splashmg.ca