Terms of Service and Licence Agreement

Galaxkey Terms of Service and Licence Agreement

Last updated 11 April 2018

 

  1. ACCEPTANCE OF TERMS

Please read this End User Licence Agreement (‘EULA’) and Terms of Service carefully. This EULA is an agreement between you and Galaxkey Limited.  By choosing to click the accept button, installing and using the software and services you, for yourself or, where there is a company or other legal entity’s details on the order confirmation, for and on behalf of such company or legal entity (the person or entity whose details on the order confirmation being hereinafter referred to as the “Customer” “You” or “Your” or “User”) agree to the terms and conditions of this EULA and agree that it is an enforceable contract between you and Galaxkey Limited as if it were a written negotiated agreement signed by the customer. If you are not the customer, you hereby confirm that you are authorised to enter into this agreement on behalf of the customer.

Galaxkey reserve the right to modify this Agreement from time to time.  We will date and post the most current version of this Agreement at www.Galaxkey.com.  Any changes will be effective upon posting the revised version of this Agreement.  If in Galaxkey’s discretion, we deem a revision to this Agreement to be material, we will notify you via the Services and/or by email to the email address associated with your account. It is your responsibility to keep your email contact information updated at all times and to review the most recent version of this Agreement once you have been notified of the changes.  By continuing to access or use the Services or Software after the effective date of any revision to this Agreement, you agree to be bound by the revised Agreement for your use of the Services and Software. If you do not agree to the terms and conditions of this EULA and Terms of Service or if you are not authorised to enter into legally binding contracts on behalf of the customer DO NOT INSTALL AND USE THIS GALAXKEY SOFTWARE, SERVICES AND WEB INFRASTRUCTURE.

  1. DEFINITIONS

Software: Refers to all the Galaxkey licensed applications and services and infrastructure or the Galaxkey licensed applications and services and web infrastructure supplied by Galaxkey or its authorised representatives or partners and is subject to this EULA and Terms of Service.

Galaxkey: Refers to Galaxkey Limited with offices located in the United Kingdom, Galaxkey Limited, 2 Falcon Gate, Shire Park, Welwyn Garden City, United Kingdom, AL71TW.

Use, using: Refers to accessing, installing, or obtaining value from the Galaxkey applications, and services and Web Infrastructure functioning on your device/s and infrastructure.

Computer:  Refers to any device that the Galaxkey Limited application or services and web Infrastructure is running on to achieve the results of that application and service.

You, user, customer, corporate: Refers to the company or individual accepting this EULA and using the Galaxkey application, services and web infrastructure as set forth in this EULA and Terms of Service.

Licences, Services and Software

  1. DESCRIPTION OF SERVICES

Galaxkey provides you with Galaxkey licensed services, software, services and web infrastructure (collectively “Services”). The Services, including any updates, enhancements, new features, and/or the addition of any new software or configurations of Galaxkey systems, services and software, are subject to the EULA and Terms of Service.

  1. REGISTRATION

Galaxkey reserves the right to accept registrations from any user or potentially paying customer.

Any user of the Galaxkey system hereby warrants that the information provided to Galaxkey is accurate and correct. The Customer agrees to inform Galaxkey of any changes to any details provided previously as to keep their details current and accurate in accordance with the GDPR 95/46/EC.

Galaxkey users and customers will select a login username, commonly the user’s email address and password (a set of credentials not known to Galaxkey) to facilitate its use of Galaxkey software and Services. Any user of Galaxkey software and services is responsible for keeping the login(s) and password(s) confidential and secure at all times, these credentials under the terms of this agreement will not be shared. Without prejudice to Galaxkey, Galaxkey reserves the right to promptly disable the customer’s login and suspend the customer’s and any end user’s access to the Services if Galaxkey reasonably believes that the customer has breached this clause.

The customer agrees to notify Galaxkey immediately of any unauthorised use of your Galaxkey account or any other breach of security. Galaxkey will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. However, you could be held liable for losses incurred by Galaxkey or another party due to someone else using your account or password. You may not use anyone else’s account at any time, without the permission of the account holder.

  1. TERM AND TERMINATION

This agreement is effective from the date the Galaxkey software is installed by you and the date the account is activated. The agreement is set forth in a contract between you and Galaxkey Limited or a Galaxkey Limited authorised representative or partner.

This agreement will become void with immediate and automatic effect and without notice if you neglect to conform to the EULA and Terms of Service.

On termination of the agreement or on the expiration of the term of the agreement the Galaxkey software must be deleted and you must refrain from using it with immediate effect. All documentation and software linked to Galaxkey Limited must be destroyed.

If you are a paying subscriber of Galaxkey this agreement shall continue for successive subscription period for terms of 12 months unless and until the customer gives ninety (90) days written notice to Galaxkey that the subscriber wishes to terminate the agreement.

In the event that the corporate subscription is not paid in accordance with the agreement between the customer and Galaxkey, this agreement shall terminate and Galaxkey shall cease to provide the services. This applies to users of the software and services that use Galaxkey platforms for commercial use only. (Free subscribers or personal use is exempt).

Galaxkey or our appointed authorised representatives or partners or official resellers may increase the subscription charges upon thirty (30) days prior notice to the customer after the initial 12-month period.

  1. CUSTOMER OBLIGATIONS AND WARRANTIES

The Galaxkey system will report periodically how many users a corporate has on our Galaxkey platform and this information is used for billing purposes automatically.

  1. LICENCE AGREEMENT AND GRANT

Galaxkey Limited grants to you a non-transferrable and non-exclusive licence to install and use the Galaxkey Software Services subject to the purchase of the Galaxkey software and the payment of any licence fees and subject to you accepting the EULA and Terms of Service of Galaxkey Limited. Galaxkey Limited grants you a licence to use its software, services and web infrastructure for the term of the agreement subject to you accepting the EULA and Terms of Service of Galaxkey Limited.

  1. OWNERSHIP RIGHTS

The software is owned by Galaxkey Limited.  The software is licensed to you under the terms and conditions in this EULA and Galaxkey Terms of Service, it is not sold.  The licence granted to you to install and use the software does not entitle you to any rights to the software or entitlement to the intellectual property except the rights expressed in this EULA and Terms of Service.  The software is protected by the United Kingdom’s copyright laws and international treaties and intellectual property laws. Galaxkey reserves all rights not specifically approved to you within this EULA and Terms of Service.

  1. EVALUATION SOFTWARE TERMS

The issuing of evaluation software is under the discretion of Galaxkey Limited. Under no circumstances is Galaxkey Limited required to issue evaluation software, services or web infrastructure; this is an option that Galaxkey Limited can choose to offer under circumstances that Galaxkey Limited feel this may be of benefit.  If you receive a Galaxkey licensed service, software, services or web infrastructure for evaluation this section applies. The term of software evaluation will be decided between you and Galaxkey limited or an Authorised representative or partner.  On expiration of this evaluation term, you must remove and destroy all evaluation Galaxkey software and documentation.  Galaxkey limited disclaims any warranty or liability to you of any kind. The evaluation software, services and web infrastructure are issued to you ‘AS IS’. Galaxkey Limited does not guarantee that the software, services and web infrastructure are error free or fit for your particular purpose. You acknowledge that Galaxkey Limited will not be liable to you for any damages whatsoever including loss of data or information, system failure and business interruptions through the use of the Galaxkey evaluation or proof of concept software, services and web infrastructure.

  1. SOFTWARE UPDATES AND PATCHES

This licence is restricted to the version of software issued by Galaxkey Limited and does not include updates and patches unless you have purchased a managed service agreement entitling you to updates and patches for this version of the software for the term allocated in the service agreement. At the time that the term of the service agreement expires, any rights to updates and patches will also expire.

  1. SOFTWARE RESTRICTIONS

You may not rent, lease, lend, loan, license, sell, resell or transfer the software.

  1. SOFTWARE RESTRICTIONS AND THIRD-PARTY MANAGEMENT

If you enter into an agreement with a third-party Managing Group to manage your information technology resource’s you can transfer all your rights to use the software, the Galaxkey services and Galaxkey Web Infrastructure to the Managing Group. You must inform Galaxkey Limited in writing of your intentions to transfer your rights to use the software to a third-party Managing Group to use on your behalf for your internal benefit. The Managing Group is restricted to use the software, the Galaxkey services and the Galaxkey Web Infrastructure solely for your internal use. The managing group is prohibited from using your licensed Galaxkey software for any other third-party use. The Managing Group may install and use the software on your behalf for your internal use only if the Managing Group conforms to the terms and conditions in the EULA and Galaxkey Terms of Service. You may not allow the third-party Managing Group to benefit from the Galaxkey software, Galaxkey services and Galaxkey Web Infrastructure by any means.

  1. RESTRICTIONS ON SOFTWARE MODIFICATION, DISASSEMBLY, DECOMPILING AND REVERSE ENGINEERING

You may not modify, enhance, reverse engineer, decompile or disassemble the Galaxkey software partly or as a whole. You may not create derivatives or products based on the Galaxkey software. With the exception, if such action is expressly permitted under applicable law.

  1. EXPORT RESTRICTIONS

You are aware and acknowledge that the software is subject to export laws and controls of the United Kingdom. You are prohibited from exporting or re-exporting the Galaxkey software or using the Galaxkey Services and Web Infrastructure in countries that are subject to United Kingdom Export Restrictions. You acknowledge that you are prohibited from installing and using the Galaxkey software or using the Galaxkey services and Web Infrastructure in countries where encryption software is prohibited under that countries laws and regulation. You acknowledge that you are prohibited from using the Galaxkey software, services and web Infrastructure for any illegal activities set out in the laws and regulations of the United Kingdom and any other country where the Galaxkey software, Galaxkey services and Web infrastructure is being used, including but not limited to, the development, design, manufacture or production of nuclear, or chemical or biological weapons.  It is your responsibility to adhere to the encryption, data protection and data encryption export laws. Any violation of the export restrictions will result in the termination of your account and any use of the Galaxkey software will be revoked.

Data, Data Security and Confidentiality

  1. CONTENT

We do not take ownership of any data, file, document (Content) owned by you, which is encrypted or processed using Galaxkey Services. You are responsible for the nature, quality and accuracy of your Content and you represent and warrant that the Content, use or transfer of your Content does not violate any applicable laws or the terms of this Agreement. We strongly recommend that you maintain appropriate backup copies of your Content. You understand that the Services enable only you to control access to your Content. We do not control or endorse any Content that you may make available using the Services.

  1. CONFIDENTIAL INFORMATION.

“Confidential Information” means all confidential or proprietary information disclosed by one of us to the other whether in any way, that is labelled as confidential or that practically should be understood to be confidential given the type of the information and the conditions surrounding such disclosure.

Confidential Information includes: software (including trade secrets embodied therein), Content, product roadmaps and pricing, among others. Each Party (Galaxkey and Customer) agrees to: protect the other Party’s Confidential Information with at least an appropriate amount of care, treat the other Party’s Confidential Information as confidential, not disclose the other Party’s Confidential Information to any other person or Party without prior consent, not use the other Party’s Confidential Information other than to fulfil the requirements of the terms of this Agreement. This will not apply to the extent that disclosure is required by law. Each Party will notify the other prior to disclosing such information to the extent required if legally permitted.

Confidential Information shall not include information: that is already publicly known officially prior to disclosure by the Party, is already in the Party’s possession or known prior to disclosure by the other Party, is received from a third party lawfully, is established independently by the Party without contact or access to the Confidential Information of the other Party.

Galaxkey shall not copy, store, disclose or use the Customer Data except as necessary for the performance by Galaxkey of its obligations under this EULA and Terms of Service or as otherwise expressly permitted by the Customer.

Galaxkey shall use every reasonable action to safeguard the integrity of Customer Data and inhibit the corruption or loss of the Data and Galaxkey shall ensure that any system on which Galaxkey holds any Customer Data, including backup data, is a secure system that complies with Galaxkey’s own security policy.

If Galaxkey believes that the Customer Data has or may become corrupted, lost or degraded in any way for any reason, then Galaxkey shall notify the Customer as soon as they become aware.

Confidential Information shall be protected for a period of 3 years and removed from our systems on request following termination of the Agreement; trade secrets shall be protected indefinitely.

  1. DATA PROTECTION

With regards to any Personal Data which is processed by Galaxkey for providing the Services to the Customer and Users, Galaxkey and the Customer agree that the Customer is the Data Controller and Galaxkey is the Data Processor. Galaxkey does not have any access to the raw unprotected data (unencrypted data) nor does Galaxkey have the keys to the protected data. In effect, we don’t have access to your data at all.

Galaxkey will process Personal Data only in accordance with written instructions from the Customer or as necessary to provide the Services as per this EULA and Galaxkey Terms of Service.

Galaxkey will implement appropriate technical and organisational measures to protect Personal Data against unauthorised or unlawful processing and against accidental loss, destruction, damage, alteration or disclosure.

Galaxkey will inform the Customer within seven (7) Days if it receives a request from a Data Subject to have access to Personal Data regarding the individual or a complaint or request relating to the Customer’s obligations under the GDPR.

Galaxkey will co-operate and assist on any complaint or request made relating to Personal Data, including: providing the required details of the complaint or request, complying with a data access request and providing Personal Data Galaxkey holds on the individual (Data Subject).

Galaxkey will not cause or permit any Personal Data to be processed, stored, accessed or otherwise transferred outside the EEA without the prior written consent of the Customer.

The Customer shall conform to its obligations as a Data Controller under the GDPR, including, without limitation ensuring that the Customer has all necessary rights and permissions to authorise the processing of the Personal Data by Galaxkey as contemplated in this EULA and Terms of Service.

Galaxkey shall observe its obligations as a Data Processor under the GDPR.

  1. LIMITED WARRANTY

Galaxkey Limited guarantees that for 30 days from the date of purchase of any Galaxkey software in the form of media, downloads, that the software provided to you will be without defect in materials and workmanship and will perform in accordance with the Galaxkey services and Web Infrastructure.

  1. LIMITATIONS ON REMEDIES

Galaxkey Limited and its authorised representatives’ or partners’ entire liability and your exclusive remedy for any breach of the limited warranty or breach of the EULA and Terms of Service or for any other liability relating to the Galaxkey software or Galaxkey services or Galaxkey Infrastructure, will be at Galaxkey Limited’s discretion to undertake occasionally if subject to applicable law. Galaxkey Limited can choose to occasionally a) refund the purchase price you paid for the media b) Refund the purchase price you paid for the licence, c) Offer replacement of the defective media on which the software was purchased on, on condition that you return the defective media to Galaxkey Limited at your own expense along with your receipt of purchase. The limited warranty will be made void if the software is found to be defective through incorrect use, abuse, accident, misapplication, modification or a virus. Any replacement software from Galaxkey Limited will be warranted for the remaining original warranty term.

  1. WARRANTY DISCLAIMER

With the exception to the limited warranty stated above in this EULA and terms of service and the warranty permitted by applicable law, Galaxkey Limited and its authorised representatives and partners supply the Galaxkey licensed service, Galaxkey software, services and Galaxkey web infrastructure ‘as is’.

Galaxkey Limited makes no warranties as to its licensed service, software, services and web infrastructures’ functionality or performance. Galaxkey Limited does not make any warranties that its licensed service, software; services and web infrastructure are faultless.

Galaxkey Limited and its authorised representatives and partners disclaim all other warranties, conditions, representation or term, whether express or implied (by statute, custom, common law, usage), but not limited to these.

Galaxkey Limited and its authorised representatives and partners make no warranties of non-infringement of third-party rights, of conditions of merchantability, of fitness for particular purpose, of reliability, of availability, of uninterrupted service, of accuracy, of results, of lack of negligence, of lack of viruses and of integration of the Galaxkey licensed service, Galaxkey software, services and web infrastructure.

You expressly agree that you choose to use the Galaxkey licensed service, Galaxkey software, Galaxkey services and web infrastructure ‘as is’ and at your own risk to achieve your intended results. Galaxkey Limited makes no warranties that it’s software, services and web infrastructure will be fit for your purpose, will achieve your intended results, and will be faultless or free from interruption.

  1. LIMITATION OF LIABILITY

To the maximum extent permitted by applicable law, the provisions in this EULA and terms of service will be enforced by Galaxkey Limited. You acknowledge that under no circumstances and regardless of the theory of liability, whether in contract, tort or otherwise, Galaxkey Limited and its authorised representatives and partners be liable to you for any damages whatsoever including but not limited to any incidental damages, any special damages, any indirect damages and any consequential damages.

Galaxkey Limited will not be liable to you for damages for loss of business profits, business interruption, loss of goodwill, loss of business, loss of information or data, computer failure or malfunction or any other commercial damages or loss related to or arising from installing and using or your inability to use the Galaxkey licensed services, software, services and web infrastructure. Galaxkey Limited will not be liable even if they have been made aware of these possible damages occurring and even in the event of a computer or human fault, or even in the event of breach of contract or warranty of Galaxkey Limited and its authorised representatives or partners.  Under all circumstances, Galaxkey Limited’s liability under this Agreement will be limited to the amount paid by you for the Galaxkey licensed services and software.

The law prohibits limitation to personal injury and death so this limitation does not apply to personal injury or death or to any other liabilities that cannot be excluded or limited by applicable laws.

  1. HIGH-RISK ACTIVITIES

Galaxkey Limited makes no warranties, express or implied, that the Galaxkey licensed service, software and web infrastructure will be functional and without fault if used in high-risk activities.

The Galaxkey licensed service, software, service and web infrastructure is not designed for use in high-risk environments where failure could result in death, personal injury, physical or property damage. High-risk activities include but are not limited to the operations of aircraft navigation, aircraft communication systems, air traffic control, weapons systems, direct life support machinery and nuclear facilities.

  1. PRIVACY AND PROTECTION OF PERSONAL INFORMATION

See the Galaxkey Privacy policy relating to the collection and use of your information.

You acknowledge that the Galaxkey Limited software; services and web infrastructure are based in the Cloud and that your data may be stored in the cloud if you opt for this option and not for the on-premise solution that can be offered as part of our default service.

By accepting this EULA and Terms of Service, you agree that Galaxkey Limited might keep and use your personal information, including your name, address, email address, or payment details to provide the Galaxkey services and web infrastructure services to you. This will only be with your prior consent and acknowledgement.  By accepting this Agreement, you accept that Galaxkey Limited may use other companies or individuals to undertake tasks on its behalf, including but not limited to payment processing and customer services, however, Galaxkey will not share any of your data without your knowledge or approval.  Galaxkey limited may be required to share your personal information with these companies when required to deliver our services and software or to perform these tasks or functions on behalf of Galaxkey Limited.

  1. GOVERNING LAW

This Agreement is governed by the law of the UK, English law. These terms and all of the subject matter are solely governed by English Law and not for the country in which the Galaxkey licensed services, software, services and web infrastructure is purchased, installed and used.

Anyone entering into this Agreement with Galaxkey agrees that any dispute will be handled exclusively in the jurisdiction of the courts of England.

  1. GENERAL

The Customer may not assign this Agreement, in whole or in part, without the written consent of Galaxkey.

The Customer consents Galaxkey using the Customer’s name in Customer lists and other publicity, including interviews, case studies, and conference discussions, provided that such publicity is an accurate description of the type of services provided by Galaxkey to the Customer.

Any notices to be served on Galaxkey under this EULA and Terms of Service may be served at Galaxkey Limited, 2 Falcon Gate, Shire Park, Welwyn Garden City, United Kingdom, AL71TW. Notices may be served on the Customer at the address given in the Order Confirmation.

If any provision of this EULA and Terms of Service is declared void, illegal, or unenforceable, the remainder of this the EULA and Terms of Service shall be valid and enforceable to the extent permitted by applicable law.  In such event, the parties agree to replace the invalid or unenforceable provision by a provision that, to the extent permitted by the applicable law, achieves the purposes intended under the invalid or unenforceable provision.

This EULA and Terms of Service stipulates all the user rights for the use of the Galaxkey licensed services, software, services and web infrastructure. This EULA and Terms of Service surpasses any other Agreements, communication, representation, or advertising relating to the Galaxkey licensed services, services, software and web manufacturer.

Nothing in this EULA and Terms of Service Agreement shall give, directly or indirectly, any third party any enforceable benefit or any right of action against Galaxkey and such third parties shall not be entitled to enforce any term of this EULA and Terms of Service Agreement against Galaxkey.