1.1 WildKey Ltd trading as WildKnowledge (“WildKnowledge”) agrees to provide you (“You”) with software (the "Product") which can be used in conjunction with a web community service (the "Service"), provided by WildKnowledge, which amongst other matters will grant you access to additional software including data files, written text, music, audio files or other sounds, photographs, videos or other images,  forms, keys, and maps known as the content (the “Content”) of the Service. You may copy the Product solely for the purpose of evaluating or utilising the Service. Any other use is strictly prohibited

1.2 By accepting or using the Product or by using the Service, You acknowledge that you do not own them. Only under the terms of this Contract, in consideration of the fees You pay to WildKnowledge.

1.3 You specifically agree not to make any attempt to modify, decompile or reverse engineer the Product or the Service or otherwise discover the source code or underlying processes or algorithms of the Product or the Service. You also agree that you are responsible for ensuring that any of your employees, students, customers, associates etc to whom you grant access to the Product or Service will comply will the Terms and Conditions of this Agreement

1.4 Acceptance of this agreement constitutes Your express written consent to the transfer of any personal data outside the countries of the European Economic Area. As required by Schedule 1, Part II of the Data Protection Act 1998 WildKnowledge shall comply with the obligations set out in the seventh principle of Schedule 1 in respect of all processing carried out on your behalf.

1.5 You agree not to use the Service to store photographs, pseudo-photographs, films, articles, sound records, messages, or any other material that may be stored in a computer that may be described as indecent or obscene or is otherwise illegal.

1.6 You acknowledge and agree that while WildKnowledge may not currently have set a fixed amount of storage space used for the provision of the Service, such fixed upper limits may be set by WildKnowledge at any time, at WildKnowledge’s discretion.

Use of the Service by you 

2.1 In order to access certain elements of the Service, You may be required to provide information about yourself (such as identification or contact details) as part of the registration process for the Service, or as part of Your continued use of the Service. You agree that any registration information you give to WildKnowledge will always be accurate, correct and up to date.

2.2 You agree to use the Service only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the UK or other relevant countries).

2.3 You agree not to access (or attempt to access) the Service by any means other than through the interface that is provided by WildKnowledge, unless You have been specifically allowed to do so in a separate agreement with WildKnowledge.

2.4 You agree that you will not engage in any activity that interferes with or disrupts the Service (or the servers and networks which are connected to the Service).

2.5 Unless You have been specifically permitted to do so in a separate agreement with WildKnowledge, You agree that you will not reproduce, duplicate, copy, sell, trade or resell the Product or the Service or the Content for any purpose.

2.6 You agree that you are solely responsible for (and that WildKnowledge has no responsibility to You or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which WildKnowledge may suffer) of any such breach.

2.7 You understand that Content which You may have access to as part of, or through Your use of, the Service are the sole responsibility of the person or organisation from which such Content originated.

2.8 WildKnowledge reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all Content from any Service.

2.9 You understand that by using the Service you may be exposed to Content that You may find offensive.

2.10 You agree that you are solely responsible for (and that WildKnowledge has no responsibility to you or to any third party for) any Content that you create, transmit or display while using the Service and for the consequences of your actions (including any loss or damage which WildKnowledge may suffer) by doing so.

Warranty Provisions

3.1 WildKnowledge warrants that the Product and Service will perform substantially in accordance with the description of the Product on the WildKnowledge website for the duration of Your use of the Service. WildKnowledge reserves the right to charge for any technical support, which the user may need, over and above what is available on the website.

3.2 If the Product or Service fails to perform as promised in this Contract, Your sole and exclusive remedy shall be the return of fees paid for use of the Product or Service during the period for which the Product or Service failed to perform as promised.

3.3 Notwithstanding the foregoing, if any failure of the Product or Service has resulted from abuse, misapplication, or unauthorized use, the limited warranty provided by this Contract is and shall be void.

3.4 Under no circumstances will WildKnowledge be liable for data that was either sent or never sent by You, using the Product, to the Service. You are therefore advised to check your online account to ensure that the desired files have been transmitted and received.

3.5 To the maximum extent permitted by applicable law you acknowledge that  WildKnowledge's obligations and liabilities in respect of the Product are exhaustively defined in this Contract. You agree that the express obligations and warranties made by WildKnowledge in this Agreement are in lieu of and to the exclusion of any warranty, condition, term, undertaking or representation of any kind, express or implied, statutory or otherwise relating to anything supplied or services provided under or in connection with this Contract including (without limitation) as to the condition, quality, performance, or fitness for the purpose of the Product or any part of it.

3.6 You are responsible for the consequences of any use of the Product. WildKnowledge will not be liable for any indirect or consequential loss, damage, cost or expense of any kind whatsoever and however caused, whether arising under contract, tort (including negligence) or otherwise, including (without limitation) loss of production, loss of or corruption to data, loss of profits or of contracts, loss of operation time and loss of goodwill or anticipated savings, even if WildKnowledge has been advised of their possibility.

3.7 WildKnowledge accepts liability to the extent it results from the negligence of WildKnowledge and its employees for:

3.7.1 Death or injury without limit

3.7.2 Physical damage to or loss of Your tangible property up to the amount of the fees paid,  in respect of each incident or series of connected incidents.

3.8 In all other cases not falling within clause 3. 7 WildKnowledge’s total liability (whether in contract, tort, including negligence, or otherwise) under or in connection with this Contract or based on any claim for indemnity or contribution will not exceed the fees paid.

3.9 You agree that, except as expressly provided in this clause 3 WildKnowledge will not be under any liability of any kind whatsoever and however caused arising directly or indirectly in connection with this Contract. You will indemnify WildKnowledge in respect of any third party claim for any injury, loss, damage or expenses occasioned by or arising directly or indirectly from your possession, operation, use or modification of the Product except and in so far as WildKnowledge is liable as expressly provided in this Agreement.

3.10 You acknowledge and agree that the allocation of risk contained in this clause 3 is reflected in the fees paid paid for the Product and Service and is also recognition of the fact that inter alia it is not within WildKnowledge’s control how and for what purpose the Product and the results of the Service are used by the Customer. 

Term

4.1 When You agree to the terms of this Contract, you acquire a license to use the Product on the number of hardware platforms for which you have agreed to pay. Your license to use the Product is valid only for the period for which you have chosen to pay.  At no time and under no circumstances do you acquire an ownership interest in the Product. WildKnowlege reserves the right to remove Your Content on the expiry of Your license.

4.2 The license provided by this contract will roll-over unless WildKnowledge receives actual written notice from you that you wish to cancel the license 14 days or earlier before the expiry of the current term. In the absence of such written notice, the renewal fee will become payable within 30 days from the start date of the new term.

4.3 Your license will also terminate without further action or notice by WildKnowledge if you become bankrupt, go into liquidation, suffer or make any winding up petition, make an arrangement with your creditors, have an administrator, administrative receiver or receiver appointed or suffer or file any similar action in consequence of debt.

4.4 Following termination of your license for whatever reason:

4.4.1 You will destroy Your copy of the software together will all copies in any form, including copies on your hard and backup disks.

4.4.2 Any use of any copies of the software will be unlawful; and WildKnowledge shall have the right to delete your stored Content without liability for loss or damage.

4.5 Wildkey reserves the right to upgrade the Product and or Service during the lifetime of Your license without notice.

General Provisions for any product 

1.1 In these Conditions of Sale:
"WildKnowledge" means Wildkey Ltd Limited, " You" means the person, firm, organisation or company ordering or buying the Goods from WildKnowledge;
"The Goods" means the goods the subject matter of the relevant order or contract for sale.
1.2. (a) Each order or acceptance of a quotation for Goods by  You from WildKnowledge shall be deemed to be an offer by the You to purchase Goods subject to these conditions.
(b) No contract in respect of the Goods between WildKnowledge and You shall exist until  Your order has been accepted by WildKnowledge. WildKnowledge may accept Your order by formal order acknowledgement or by despatch of the Goods to You (whichever is earlier).
(c) You shall be solely responsible for the accuracy of  Your orders.
(d) You can only cancel an order (or any part of an order) which WildKnowledge has already accepted, with WildKnowledge's prior agreement in writing.
(e) The contract between WildKnowledge and You for the sale and purchase of Goods shall be on these conditions and the general provisions above that are relevant to your Goods, to the exclusion of all other terms and conditions (including any terms or conditions which  You purport to apply under any purchase order, confirmation of order, specification or other document).
(f)No conditions or terms stipulated in any other communication or document shall vary
any of those conditions except insofar as the same are expressly consented to in writing by WildKnowledge.

Liability for defective products

 4. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the contract between WildKnowledge and You for the sale and purchase of Goods.

Entire and Final Agreement and Governing Law

5. This agreement shall constitute the entire agreement and understanding between the parties with respect to all matters, which are referred to and shall supersede any previous agreement(s) between the parties in relation to the matters referred to in this agreement.

If any provision of the Contract is found by any court or body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable that part of the provision shall be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.

6. This Agreement will be construed in accordance with and governed by the law of England and Wales and each party agrees to submit to the non-exclusive jurisdiction of the Courts of England and Wales. 

Force Majeure

 7 Neither party shall be liable for any failure or delay in performance of this agreement, which is caused by circumstances beyond the reasonable control of that party. 

Supervening illegality and severance

8 Any provision of this Agreement which is held invalid or unenforceable in any jurisdiction shall be ineffective to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining provisions of this Agreement, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provisions in any other jurisdiction.

Dispute Resolution

9.1 WildKnowledge and You will use their best efforts to negotiate in good faith and settle any dispute that may arise out of or relate to this agreement or any breach of it. If any such dispute cannot be settled amicably through ordinary negotiations, the dispute shall be referred to the representatives nominated by each party who will meet in good faith in order to try and resolve the dispute. If the dispute or difference is not resolved as a result of such meeting either party may (at such meeting or within 14 days of its conclusion) propose to the other in writing that structured negotiations be entered into with the assistance of a neutral adviser or mediator ('Neutral Adviser') before resorting to litigation.

9.2 If the parties are unable to agree on a Neutral Adviser or if the Neutral Adviser agreed upon is unable or unwilling to act, any party may, within 14 days from the date of the proposal to appoint a Neutral Adviser or within 14 days of notice to any party that he is unable or unwilling to act, apply to the Centre for Dispute Resolution ('CEDR') in London to appoint a Neutral Adviser.

9.3 The parties will within 14 days of the appointment of the Neutral Adviser meet with him in order to agree a programme for the exchange of any relevant information and the structure to be adopted for the negotiation to be held in London. If considered appropriate the parties may at any stage seek assistance from CEDR to provide guidance on a suitable procedure.

9.4 All negotiations connected with the dispute will be conducted in complete confidence, and the parties undertake not to divulge details of such negotiations except to their professional advisers who will also be subject to such confidentiality, and will be without prejudice to the rights of the parties in any future proceedings.

9.5 If the parties accept the Neutral Adviser's recommendations or otherwise reach agreement on the resolution of the dispute, such agreement shall be reduced to writing and once, it is signed by their duly authorised representatives, shall be final and binding on the parties.

9.6 Failing agreement, any of the parties may invite the Neutral Adviser to provide a non-binding but informative opinion in writing as to the merits of the dispute and the rights and obligations of the parties. Such opinion will be provided on a without prejudice basis and will be private and confidential to the parties and may not be used in evidence in any proceedings commenced pursuant to the terms of this Agreement without the prior written consent of all the parties.

9.7 If the parties fail to reach agreement in the structured negotiations within 30 days of the Neutral Adviser being appointed, such a failure shall be without prejudice to the right of any party subsequently to refer any dispute or difference to litigation but the parties agree that before resorting to litigation structured negotiations in accordance with this clause (no) shall have taken place.

9.8 Nothing contained in this clause 9 shall restrict either party's freedom to commence legal proceedings to preserve any legal right or remedy or protect any proprietary or trade secret right. 
 

Assignment

 You accept that WildKnowledge reserves the right to assign or transfer this agreement and its provisions to an associate or subsidiary company without notice.