Terms & Conditions

THE FOLLOWING TERMS AND CONDITIONS SET FORTH THE RIGHTS BEING LICENSED TO YOU FOR USE OF THE
Kandalu Software VIDEO PLAYER SOFTWARE. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT,
YOU HAVE NO RIGHT TO USE THE Kandalu Software PLAYER.

These Terms and Conditions, together with any online order for service submitted by you (each, an “Order”)
comprise the entire agreement (the “Agreement”) by and between Kandalu/Jime SA (“Kandalu” or “us”)
and the entity or individual (“you” or “User” or “Client”) identified in your Order. If you are an individual and are entering into
this Agreement on behalf of an entity, you represent that you have the authority to bind such entity to all of the
terms and conditions of this Agreement.

1. Definitions
1. 1.1 “Content” means all User’s content that is distributed, published, publicly represented or broadcast by (i)
  User while using the Service.
2. 1.2 “License” means the rights granted to User by Kandalu pursuant to Section 5 of these Terms and Conditions.
3. 1.3 “Software” means Kandalu’s Kandalu Software video player software, scripts and programs together with any related documentation, and all version thereof. The Software can be embedded into User’s website and web pages, and therefore automatically downloaded from Kandalu’s content delivery network when such web pages are loaded,
  pursuant to Client’s use of the Service. The Content delivery network is administered by Kandalu, its suppliers or agents,
  and hosted on Kandalu’s suppliers’ servers.
4. 1.4 “Service” means Kandalu’s Kandalu Software service that enables Client to Use the Software for the purpose of publishing, publicly representing, distributing and broadcasting Client’s Content.
5. 1.5 “Use” means any act of User, with respect to the Software or Service, which, if not authorized by these
  Terms and Conditions, would amount to an infringement of Kandalu rights, including intellectual property rights.
6. 1.6 “User Account” means a single point of entry into the Website through which User(s)
  registers and manages its profile, and access and use the Service.
7. 1.7 “Website” means the website(s) administered by Kandalu, its suppliers or agents,
  from which (i) User registers a User Account and place Orders, and (ii) Kandalu delivers Services to Users,
  and includes Kandalu’s suppliers’ servers hosting Kandalu’s content delivery network.
2. Acceptance and Modification of Terms and Conditions
1. 2.1 Your Use of the Website, Service and Use of the Software and any other programs developed and/or distributed
  by Kandalu or its agents, is subject to these Terms and Conditions.
2. 2.2 By clicking “I agree” below and by registering a User Account on the Website (“User Account”),
  you agree that (i) this Agreement is a legally binding and valid contract, (i) you have read, understood and accepted
  with no exception this Agreement either for yourself or on behalf of your employer or another entity, (ii) agree to abide
  by this Terms and Conditions and (iii) agree to take all necessary steps to ensure that no person or entity under your
  control or in your service violates these Terms and Conditions.
3. 2.3 Kandalu reserves the right to change these Terms and Conditions at any time by posting changes
  to this page of the Website.
  In the event of modifications of the Terms and Conditions, the version published on the Website is the only evidence. As a consequence, you are invited to frequently consult these Terms and Conditions in order to be informed
  about possible modifications.
3. Order and User Account
1. 3.1 You are entitled to register a User Account on the Website for the purpose of placing and managing Orders for Service.
2. 3.2 Access to User’s Account(s) shall be limited by use of name(s), first name(s), username(s) and password(s)
  (“Credentials”) selected by User. Except where Kandalu has actual notice of loss, theft or unauthorized use
  of User’s Credentials (i) Client is responsible for all activity occurring in User’s Account(s) and (ii)
  Kandalu shall have the right, without further inquiry,
  to rely on the provision of User’s Credentials as sufficient to authenticate User’s.
3. 3.3 Each of your Order will become effective after (i) you have selected, on the “My Sites” section of the Website,
  a valid web page or web site managed by You as identified by its Internet Domain Name identifier (“IDN”), and (ii)
  you have received from Kandalu a software code specific to the Service and IDN (“Embedded Code”)
  for use with the IDN only, and (iii) You have embedded the Embedded Code on the IDN page code.
  Each Order is limited to a single IDN,
  as identified by you on the “Add your site” section of the Website.
4. 3.4 In the event of non-compliance with the instructions, with the Licence and restrictions of Use related to the Software,
  Services or in the event of non- compliance with these Terms and Conditions, Kandalu RESERVES ITSELF
  THE RIGHT TO SUSPEND OR CLOSE ANY USER ACCOUNT, TO CLOSE ACCESS TO ITS WEBSITE
  AND TERMINATE ANY OF ITS SERVICES WITHOUT ANY PRIOR NOTICE NOR COMPENSATION.
4. Proprietary Rights
1. 4.1 Kandalu RIGHTS. Kandalu owns all rights that may exist in the Software, Service and Website,
  in any other jurisdiction, whether foreign or domestic, under any law related to patent, copyright
  including moral rights, trade secret,
  trademark and competition or other similar protections, regardless of whether or not such rights
  or protections are registered or perfected (the “Intellectual Property Rights”).
  ALL INTELLECTUAL PROPERTY RIGHTS IN AND TO
  THE SOFTWARE ARE AND SHALL REMAIN IN Kandalu.
2. 4.2 TRADEMARKS. “Kandalu” and “Kandalu Software” are trademarks of Kandalu and cannot be
  used without the expressed prior consent of Kandalu.
3. 4.3 USER CONTENT. As between the parties, User owns all right, title and interest in and to its own Content.
5. License
1. 5.1 LICENSE. Further to your Order for Service being effective, Kandalu hereby grants to You a personal,
  limited, revocable (as set forth in this Agreement), non-transferable, non-assignable, non-exclusive,
  worldwide license to use the Software, allowing you to embed a script on each User’s registered website and web pages,
  and to download the Software from the
  Website to any said web page, when loaded online.
2. 5.2 NO ASSIGNMENT. The foregoing license (i) is solely provided to you on the condition that you adhere
  to these Terms and Conditions, (ii) is an express limited use license and not an assignment, sale, or other
  transfer of the Software or any Intellectual Property Rights of Kandalu. All rights not expressly granted to
  You are reserved by Kandalu.
3. 5.3 RESTRICTIONS OF USE:
  1. You are prohibited from using the Software for any purpose whatsoever, but your Use of the Service.
  2. You are prohibited from copying, modifying, merging, selling, leasing, redistributing, assigning,
    or transferring in any matter, the Software or any portion thereof.
  3. You are prohibited from reverse engineering, decompiling, translating, disassembling, deciphering, decrypting,
    or otherwise attempting to discover the source code of the Software. You may not otherwise modify, alter, adapt, port,
    or merge the Software.
  4. You may not remove, alter, deface, overprint or otherwise obscure Kandalu patent, trademark, service mark or
    copyright notices.
  5. You may not publish or distribute in any form of electronic or printed communication
    the materials within or otherwise related to the Software, including but not limited to the script, object
    code and documentation.
4. 5.4 REVOCATION. Your Licence and any rights granted to you by Kandalu hereunder will be revoked with
  immediate effect and without prior notice of Kandalu provided you have behaved in a manner that breaches
  any of the Restrictions of use above, or more generally, any of the clauses of this Agreement.
5. 5.5 USER CONTENT LICENCE. Further to your Order for Service being effective, You hereby grant to
  Kandalu a limited, revocable, non-transferable, non-exclusive, royalty- free, worldwide license to perform all
  such acts with respect to the
  Content as are necessary for Kandalu to provide the Service in accordance with this Agreement.
  For avoidance of doubt, although Kandalu shall have the right hereunder to reproduce (meaning playing)
  the Content (among other things)
  in order to provide the Service in accordance with this Agreement, the parties expressly agree that
  Kandalu does not hereby take legal title to any Content supplied by You.
6. Registration, Plans and Charges
1. 6.1 SERVICE PLANS. The Service is provided to you by Kandalu on a “pay as you go” basis,
  which includes a defined number of hits on your IDN (“Usage”). From time to time, Kandalu may offer
  one or more service plan to Users (each, a “Plan”). The usage entitlements, the features and the access
  fees or Usage fees for each
  Plan shall be described on the Website or otherwise communicated to you by Kandalu.
2. 6.2 TRIALS. Kandalu may, from time to time, offer free-of-charge trial Plans that are limited by Usage and/or be effective
  for a period of 10 days or more (“Trials”). Any Trial will be deactivated by Kandalu when you reach the then
  defined Usage limit,
  unless You place an Order with Kandalu. You will receive an Order offer and Trial termination notice
  by email once you reach your Usage limit. Kandalu may terminate any free-of- charge Plan at any time in its sole discretion.
  NOTWITHSTANDING SECTION 10 OF THESE SERVICE TERMS, THE Kandalu SERVICE IS
  PROVIDED “AS-IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY DURING USE OF FREE-OF-CHARGE PLAN.
3. 6.3 CREDIT CARD CHARGES. By submitting an Order for a Plan using the “Billing information” section of the Website,
  User agrees that Kandalu is and will continue to be authorized to charge a monthly usage fees to the credit card
  User provided in connection with its Order until this Agreement is terminated. User acknowledges
  and agrees that the amount
  charged may vary from month to month due to the Usage fees incurred by User pursuant to its Plan. User authorizes Kandalu
  to charge User’s credit card for such varying amounts. All fees are payable in US dollars or any other currency
  selected by User when available on the “Billing information” section of the Website.
  1. Charges period. Kandalu will charge User’s credit card the applicable service usage fees
    identified in User’s Order, once a month and every calendar month, on or around the day of the
    calendar month following the same
    day of the month in which such service usage fees (i) are incurred by User or (ii) the Order become effective pursuant to paragraph 3.3 herein (“Billing Period”). Kandalu does not guarantee that User’s credit card will be
    charged by a specific day of the month.
  2. Fees Charged by User’s Credit Card Issuer, Bank or Financial Institution.
    User is solely responsible for any and all fees charged to User’s credit card by User’s credit card issuer,
    bank or financial institution including, without limitation, membership, overdraft, insufficient funds
    and over-the-credit-limit fees.
  3. Changes to User’s Plan. User may change to a different Plan at any time through the Website.
    Changes to User’s Plan will be effective upon submission of the completed change request through the Website.
    User’s credit card will, at the time the change request is completed, be billed the price difference between User’s old
    Plan and its new Plan.
  4. Order Information. User agrees to provide Kandalu with true, accurate and complete information in connection
    with its Order, including, without limitation, User’s legal name, address, telephone number, email address
    and billing information (i.e., credit card number and expiration date) (“Order Information”). User agrees,
    throughout the Term, to maintain and promptly update User’s Order Information and any other information
    User provides to Kandalu in connection with its use of the Kandalu Service.
  5. Change to Billing Information. User may change User’s credit card information or its billing information
    by updating the “Billing Information” section within the Website. Only the User who initially provided the credit
    card information is entitled to access and change User’s credit card information in the Website.
    User acknowledges and agrees that Kandalu may (though is not required to) contact User from
    time to time to verify User’s Order Information,
    including credit card expiration date, provided, however, that User remains solely responsible for providing
    accurate and current payment information to Kandalu throughout the Term and if such
    information is not received by Kandalu, Kandalu may suspend User’s use of the Kandalu Service.
  6. Locked Accounts for Payment Failure. If Kandalu is unable to charge User’s credit card for any reason,
    Kandalu may, in addition to any other rights Kandalu may have, suspend User’s use of the
    Service until such time as all applicable charges are successfully applied to User’s credit card.
  7. Cancellations. The monthly Usage fees for User’s Plan will continue unless and until this
    Agreement is terminated pursuant to Section 7 or cancelled pursuant to this section. For clarity and avoidance of doubt,
    if User is subject to more than one Order, any cancellation of an Order pursuant to this section
    shall terminate this Agreement with respect to such Order only.
    1. Cancellation by User. User may cancel any User Order at any time pursuant to the
      procedures described in the “Support” section of the Website. User’s cancellation
      must be finalized prior to 11:59 pm (Central European Time) on the last day of the then-current
      Billing Period in order to avoid charges for the following Billing Period. Any final charges that have
      not been charged to User’s credit card prior to cancellation will be charged to User’s
      credit card following cancellation.
      Kandalu is not responsible for User’s failure to properly cancel an Order, nor is Kandalu responsible
      for any credit card charges and fees User may incur as a result of such failure.
    2. Cancellation by Kandalu. In addition to any other termination right Kandalu has under these
      Terms and Conditions, Kandalu may, with at least 30 days prior notice to User, cancel
      User’s Order at any time in its sole discretion. Any final charges that have not been charged
      to User’s credit card prior to cancellation will be charged to
      User’s credit card following cancellation.
  8. User’s Credit Card Information. User agrees that Kandalu may share User’s Order Information with
    third-party credit card processing companies for the purpose of verifying the accuracy of User’s Order Information and
    processing and charging User’s credit card for User’s Order.
  9. Changes to Fees and the Agreement. With at least 30 days prior notice to User, Kandalu may,
    in its discretion, change the terms (including the fees) and/or Entitlements of User’s Plan. If User does
    not agree to such changes, User will have an opportunity to cancel or change its Order prior to such
    changes going into effect. If User does not cancel or change its Order within such time, User hereby
    acknowledges and agrees that its failure to cancel or change its Order shall constitute User’s affirmative acceptance of the changes.
  10. Penalty for late payments. Late payments may be subject to fees at the rate of 1.5% per month or, if lower,
    the maximum rate allowed by law. If User fails to pay applicable fees when payment is due, then in addition
    to any other rights Kandalu may have, Kandalu shall have the right to suspend delivery of all or a
    portion of any Service to User.
    If Kandalu pursues collection efforts against User due to User’s failure to pay fees due under this Agreement,
    User shall pay Kandalu’s reasonable costs of collection, including any attorneys’ fees related thereto.
4. 6.4 PRIVACY. Any data and information likely to personally identify corporate bodies or natural persons
  forwarded to the Website,
  are protected and processed under our Privacy Policy, available at Privacy; please read it.
7. Term and Termination
1. 7.1 TERM. This Agreement shall become effective, with regard to each User Order, on the day such
  Order as been validated and accepted by Kandalu (“Term”). The Term shall continue until the Agreement is terminated
  by either
  User or Kandalu in accordance with the provisions of the Agreement.
2. 7.2 TERMINATION. Unless otherwise prohibited by law, either party may terminate this Agreement: (a) if the other
  party is adjudicated bankrupt or otherwise seeks to avoid its performance obligations under
  applicable bankruptcy or insolvency laws, (b) upon the occurrence of a material breach of this Agreement by
  the other party if such breach is not cured within 30 days after written notice identifying the matter constituting
  the material breach or © by following the cancellation instructions set forth herein. In the event of a
  termination of this Agreement, the Licence granted
  under this Agreement shall terminate automatically. Upon an early termination of this Agreement for any reason (other than a termination resulting from a material, uncured breach of this Agreement by Kandalu), all fees and expenses
  payable under this Agreement shall become immediately due and payable unless otherwise indicated.
3. 7.3 DESTRUCTION OF MATERIAL. Upon any termination, you agree to destroy all copies of the Software,
  any accompanying documentation, and all other associated materials.
8. Obligations of Kandalu
1. 8.1 SERVICE. Kandalu agrees to operate and make available to User the Service in accordance with
  User Order and with this Agreement.
2. 8.2 BEST EFFORT. Kandalu agrees to ensure the availability of its Website and Service under
  a best effort basis and to the extent of its resources, programs and services at its disposal. Kandalu cannot
  be held responsible for an interruption of the Service, even when extended, particularly in the field of support or capacity of downloading, access to its Website or any other activity requiring a connection with said Website.
3. 8.3 GENERAL. Kandalu agrees to perform any other obligations expressly identified in this Agreement.
9. User Obligations and Representations
1. 9.1 USE. You agree and represent that you will not (i) use the Service in any illegal or unlawful manner or for
  any illegal or unlawful purpose or (ii) perform any act which interferes with or disrupts the Website or Service.
  1. Kandalu will not review or screen Content used by User, for compliance with this
    Agreement or applicable law, and Kandalu shall have no obligation to do so, provided, however,
    that in addition to any other right Kandalu may have, Kandalu reserves the right to suspend
    User’s access to and/or use of the Service to the extent that Kandalu determines, in good faith,
    that such suspension is necessary
    to comply with applicable law or to prevent significant harm to any end user or the Service;
    provided further, however, that in such event, Kandalu shall only suspend that portion of the
    Service as is reasonably necessary to prevent the occurrence or continuation of such violation and/or harm.
2. 9.2 OBLIGATION TO PAY. You agree to pay Kandalu the Usage fees set forth in this Agreement,
  including any applicable Order, in accordance with the payment terms set forth herein. User shall
  be responsible for and shall pay any applicable sales, use or other taxes or duties, tariffs or the like
  applicable to User’s Order (except for taxes on Kandalu’s income). All payments shall be made
  without deduction for withholding taxes.
3. 9.3 COMPLIANCE WITH LAWS. You agree that in using of the Software and Service, you will abide by
  all applicable laws, including without limitation intellectual property laws and export control laws.
4. 9.4 CONTENT. You represent and warrants that (i) you either owns fully and outright or otherwise
  possesses and have obtained all rights, approvals, licenses, consents and permissions as are necessary
  to use the Content and to perform your obligations hereunder, exercise your rights hereunder, as enabled by User,
  directly or indirectly, does not, and shall not, infringe, violate or misappropriate any third party’s rights.
5. 9.5 INDEMNIFICATION. You agree to indemnify, defend and hold harmless Kandalu and Kandalu’s officers,
  employees, directors, agents, affiliates, subsidiaries, successors and assigns from and against
  any and all third party claims, damages, liabilities, loss, government fines, costs and expenses
  (including reasonable attorney’s fees and litigation expenses), arising out of or related to your use of any
  Content and to any alleged or actual breach of any representation, warranty or covenant made by User in this Agreement.
10. Warranties and Disclaimer
1. 10.1 EXCEPT AS EXPRESSLY SET FORTH HEREIN, AND TO THE MAXIMUM EXTENT PERMITTED BY
  APPLICABLE LAW, THE SOFTWARE IS PROVIDED “AS IS” AND THE SERVICE IS PROVIDED ACCORDING TO THEIR AVAILABILITY,
  AND WITHOUT ANY GUARANTEE, EITHER EXPLICIT OR IMPLICIT. NO ADVICE OR INFORMATION
  OBTAINED BY CLIENT FROM Kandalu SHALL CREATE ANY REPRESENTATION OR WARRANTY
  NOT EXPRESSLY STATED IN THIS AGREEMENT.
2. 10.2 Kandalu DOES NOT GUARANTEE THAT ITS WEBSITE WILL MEET YOUR EXPECTATIONS, WHETHER THEY ARE UNINTERRUPTED, CONVENIENT, SAFE OR ERROR-FREE. Kandalu DOESN’T ASSUME ANY RESPONSABILITY
  FOR POSSIBLE INTERRUPTION OR SUSPENSION OF WHOLE OR PARTS OF THE FEATURES IN
  ITS WEBSITE RESULTING
  FROM ACTIONS OR OMISSIONS BY Kandalu OR A THIRD PARTY.
3. 10.3 UNDER NO CIRCUMSTANCES SHALL Kandalu OR ITS AGENTS BE LIABLE TO CLIENT UNDER ANY
  THEORY OF LIABILITY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES) ARISING OUT OF OR IN CONNECTION
  WITH THIS AGREEMENT, THE PERFORMANCE OF THE SOFTWARE OR Kandalu’S PERFORMANCE OF
  THE SERVICE OR OF ANY OTHER OBLIGATIONS RELATING TO THIS AGREEMENT OR TO THE SOFTWARE,
  WHETHER OR NOT Kandalu HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,
  SUCH AS, WITHOUT LIMITATION, ANY DAMAGES
  RESULTING FROM LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS, LOSS OF USE,
  LOSS OF DATA OR ANY OTHER COMMERCIAL OR ECONOMIC LOSS OF ANY KIND WHATSOEVER. UNDER NO CIRCUMSTANCES WILL Kandalu BE LIABLE TO CLIENT FOR DAMAGES IN EXCESS OF THE PRICE
  PAID BY CLIENT UNDER THE SERVICE.
4. 10.4 SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR
  LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE LIMITATIONS ABOVE MAY NOT APPLY TO
  YOU OR MAY ONLY APPLY TO YOU IN PART. IF SWISS LAW IS NOT HELD TO APPLY TO THIS
  AGREEMENT FOR ANY REASON, THEN IN JURISDICTIONS WHERE WARRANTIES, GUARANTEES,
  REPRESENTATIONS, AND/OR CONDITIONS OF ANY TYPE MAY NOT BE DISCLAIMED,
  ANY SUCH WARRANTY, GUARANTEE, REPRESENTATION AND/OR CONDITION IS: (1)
  HEREBY LIMITED TO THE PERIOD OF EITHER (A) THIRTY (30) DAYS FROM DOWNLOADING THE SOFTWARE OR (B) THE SHORTEST PERIOD ALLOWED BY LAW IN THE APPLICABLE
  JURISDICTION IF A THIRTY (30) DAY LIMITATION WOULD BE UNENFORCEABLE; AND (2) LICENSOR’S
  SOLE LIABILITY FOR ANY BREACH OF ANY SUCH WARRANTY, GUARANTEE, REPRESENTATION,
  AND/OR CONDITION SHALL BE TO PROVIDE YOU WITH A NEW COPY OF THE SOFTWARE.
11. Miscellaneous
1. 11.1 ENTIRE AGREEMENT. This Agreement represents the totality of the agreement between you and Kandalu with
  regard to your use of the Software and Service. Any other measures taken by Kandalu to manage its relations with you
  and particularly its provisions complement the Terms and Conditions; in case of contradiction between them,
  the priority is given to these Terms and Conditions.
2. 11.2 SEVERABILITY. In the event any provision of this Terms and Conditions is found to be invalid, illegal or unenforceable,
  the validity, legality and enforceability of any of the remaining provisions shall not in any way be affected or
  impaired and a valid, legal and enforceable provision of similar intent and economic impact shall be substituted therefore.
3. 11.3 TITLES. The headers and titles used for each section of these Terms and Conditions is indicative only and
  cannot be interpreted as to modify or diminish the effect of the substantive terms or conditions in any manner whatever.
4. 11.4 APPLICABLE LAW. These Terms and Conditions of Use shall be governed by and construed in accordance with UK Law applicable at the place of jurisdiction of Kandalu.
5. 11.5 JURISDICTION. In case of dispute, you agree to be arbitrated by the exclusive jurisdiction of courts in the UK.
6. 11.6 EFFECT OF WAIVER. The fact for Kandalu of tolerating a breach of trust of one of its users in the
  Terms and Conditions, or of not applying any right which is granted to them by said Condition or by the law, cannot under no circumstances being interpreted as a renunciation of their ability to prevail themselves of their rights.

Terms & Conditions

1. Definitions

2. Acceptance and Modification of Terms and Conditions

3. Order and User Account

4. Proprietary Rights

5. License

6. Registration, Plans and Charges

7. Term and Termination

8. Obligations of Kandalu

9. User Obligations and Representations

10. Warranties and Disclaimer

11. Miscellaneous