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Terms and Conditions

Important: Please read these terms and conditions carefully when purchasing or accessing Dinamiks® from Dinamiks Limited

These terms and conditions govern the use and licensing by Dinamiks Limited of the Cloud-based service: DINAMIKS®.

By using DINAMIKS® or otherwise indicating acceptance of these terms, you and any party or entity that you are using/purchasing DINAMIKS® on behalf of represent and warrant that:

You are authorised to bind yourself and any other party on whose behalf you use DINAMIKS®. You agree to be bound by all of these terms (including the disclaimer of warranty and limitation of liability sections set forth below) to the exclusion of any rights and obligations, such as any rights, obligations or other terms listed on a purchase order or the like that you may provide Dinamiks Limited, and you agree that any such rights, obligations or other terms are hereby null and void

You understand and agree that when ordering or accessing DINAMIKS® from countries located outside of the United Kingdom you are entering into a binding contract with Dinamiks Limited and shall serve as the seller of record to you.

1. Sign up Process

To use DINAMIKS®, you must provide certain limited information about yourself as requested to do so during the sign up process and thereafter to maintain and update this information as required to keep it current, complete and accurate. Dinamiks Limited may have limited access to data that may be stored, created, or displayed through DINAMIKS®, solely for the purpose of delivering DINAMIKS®.

1.1. Personal Information

When using DINAMIKS® hereunder, it may be possible for you to exchange limited personal information with Dinamiks Limited. Your assent to these Terms constitutes an express understanding and agreement that when Personal Information is provided to Dinamiks Limited in connection with your use of DINAMIKS® under these Terms, such Personal Information may be maintained and/or processed in the United Kingdom by Dinamiks Limited, as DINAMIKS®, software and website are provided via equipment and other resources located in the United Kingdom. To ensure that your Personal Information is handled with due care, Dinamiks Limited annually certifies that it adheres to the Data Protection Act

2. License Grant

Dinamiks Limited hereby grants you a non-exclusive, worldwide, non-transferable, right and license to access and use DINAMIKS® for the applicable subscription term subject to the restrictions set forth in these Terms. DINAMIKS® is owned and operated by Dinamiks Limited and provided to you on an annual subscription basis; Dinamiks Limited is not transferring ownership or title to DINAMIKS® to you.

DINAMIKS® is made available for use by you and only according to these Terms. Any reproduction, resale or redistribution of DINAMIKS® that is not in accordance with these Terms is expressly prohibited, and may result in civil and criminal penalties. Violators will be prosecuted to the maximum extent possible. The license granted hereunder may not be transferred by you to any third party and is non-exclusive.

You acknowledge that DINAMIKS® is proprietary to Dinamiks Limited and is protected by copyrights, trademarks, and/or other proprietary rights and laws. You may not alter, modify, redistribute, sell, auction, decompile, reverse engineer, disassemble or otherwise reduce any of DINAMIKS® to a human-readable form. You may not reproduce, distribute or create any derivative works based on DINAMIKS® without expressly being authorised in writing to do so by Dinamiks Limited. All rights not expressly granted in these Terms are reserved to Dinamiks Limited and its suppliers.

The license granted hereunder entitles you to receive any and all standard updates and support that Dinamiks Limited provides to all users of DINAMIKS®, generally. Notwithstanding the previous sentence, Dinamiks Limited reserves the right to charge all of its users fees for any future versions of, or premium (i.e., charged for) upgrades to, DINAMIKS®. You understand that Dinamiks Limited may update or modify any of DINAMIKS® at any time, but is under no obligation to inform you of any such updates or modifications. For the avoidance of doubt, unless Dinamiks Limited chooses to provide such updates or modifications to all of its users, these Terms do not grant you any right, license or interest in or to any premium or "VIP" support, maintenance, improvements, modifications, enhancements or upgrades to DINAMIKS®. To the extent that Dinamiks Limited supplies any updates or upgrades to you, they will be deemed to be subject to these Terms, unless Dinamiks Limited indicates otherwise.

3. End User Conduct

You are solely responsible for the content of your computer(s) and your DINAMIKS® instance and any transmissions made when using DINAMIKS®. Your use of DINAMIKS® is subject to the Terms set forth herein and all applicable laws, rules and regulations, including local, state, national and international laws, rules and regulations. When using DINAMIKS® you hereby agree: (i) to comply with all applicable laws, rules and regulations, including local, state, national and international laws, rules and regulations (ii) not to use DINAMIKS® to post, distribute, or otherwise make available or transmit any software or other computer files that contain a virus, Trojan horse, worm or other harmful or destructive component; (iii) not to use DINAMIKS® for any illegal purposes; (iv) not to delete from DINAMIKS® or its related software, documentation or any Dinamiks Limited website used in connection with DINAMIKS®, any legal notices, disclaimers, or proprietary notices such as copyright or trademark notices, or modify any logos that you do not own or have express permission to modify; (v) not to use DINAMIKS® to interfere or disrupt any other networks connected to DINAMIKS®; (vi) not to use DINAMIKS® to infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; and (vii) not to use DINAMIKS® to distribute any unlawful, harassing, libelous, defamatory, racist, indecent, abusive, violent, threatening, intimidating, harmful, vulgar, obscene, offensive or otherwise objectionable material of any kind or nature. You shall not access or use someone else's DINAMIKS® instance at any time, without first obtaining the permission of the Instance owner. You agree that you are responsible for all actions and inactions of your employees, consultants, or any other third party that you allow to access your DINAMIKS® instance, and you agree to use commercially reasonable efforts to monitor such third party users. Dinamiks Limited reserves the right to disable your instance or take any other action that Dinamiks Limited in its sole discretion deems necessary or appropriate in the event that Dinamiks Limited has reason to believe that your conduct while using DINAMIKS® has violated the terms of Section 2.

4. Passwords & Security

Use of DINAMIKS® hereunder requires you to use an email address to create a username and choose a password for access to your DINAMIKS® Instance (for security purposes, Dinamiks Limited recommends choosing a password for DINAMIKS® that is different from the username and password to your computer). Dinamiks Limited does not send emails asking for a user's DINAMIKS® username and/or password or any other username or password. To keep DINAMIKS® secure, you should keep all usernames and passwords confidential. Access to, and use of, password-protected and/or secure aspects of DINAMIKS® are restricted to authorised users only. Unauthorised individuals attempting to use any of DINAMIKS® may be subject to prosecution. You agree to carefully safeguard all of your passwords.

Dinamiks Limited does not maintain a database of user passwords so you are solely responsible if you do not maintain the confidentiality of your passwords and account information. Furthermore, you are solely responsible for any and all activity that occurs under your instance. Dinamiks Limited is not liable for any loss incurred by you resulting from another's use of your password as may be applicable, either with or without your knowledge. However, you may be held liable for losses incurred by Dinamiks Limited or another party due to another's use of your password as may be applicable, either with or without your knowledge. You agree to immediately notify Dinamiks Limited of any unauthorised use of your instance or any other suspected breach of security known to you, including if you believe that your password and/or instance information has been stolen or otherwise compromised.

5. Payment Terms, Fees and Renewals

Your subscription to DINAMIKS® is for a year and the initial payment is by cheque or credit transfer against an invoice from Dinamiks Limited, payment shall be due within thirty (30) days' of the date of invoice. Additionally, your subscription will automatically renew at the beginning of each subsequent anniversary year unless you or Dinamiks Limited give prior written notice of non-renewal at least sixty (60) days prior to the expiration of the current year subscription.

5.1. Free Trials

Notwithstanding the above, your subscription to any of Dinamiks Limited free trials does not require the payment of a subscription fee. Dinamiks Limited reserves the right, in its sole and absolute discretion, to restrict or limit the number of "free” versions of DINAMIKS® that may be used by any individual, entity or group of entities. In the event of an extended free trial period, then a nominal fee of £250 is charged. This fee is then offset against your license invoice when signing up for DINAMIKS®. In the event that you do not sign up following the extended trial period then the nominal fee of £250 is non-refundable

5.2. No Cancellations

Notwithstanding any provision of these Terms or any course of dealing between the parties, you may not cancel, terminate or rescind a subscription during its term. Any and all payments by you to Dinamiks Limited for access to DINAMIKS® are final.

5.3. Payment Due

Unless otherwise provided for herein, payment of all fees are due and payable to Dinamiks Limited without demand, invoicing or notice before the commencement of the subscription period to which those fees apply.

5.4. Taxes

You agree to be responsible for and to pay any applicable sales, VAT, or any other taxes that may be imposed, based on this license, or other product provided under these Terms. If you are exempt from paying any sales, VAT or other taxes, you must provide Dinamiks Limited with appropriate evidence of tax exemption for all relevant jurisdictions.

6. Disclaimers and Limitation of Liability

DINAMIKS® or the Site is provided "AS IS," and Dinamiks Limited expressly disclaims any implied or expressed warranties or conditions of any kind (except for the warranty provided in the software license agreement).

You specifically acknowledge that Dinamiks Limited is and will not be liable for any defamatory, offensive or illegal content or conduct by you or other third party as it relates to the Site and DINAMIKS®.

Dinamiks Limited and its associated companies and entities, suppliers and agents shall not be liable for any infection by any virus or damage to any computer that results from the use, access to DINAMIKS® or the Site.

Dinamiks Limited shall not be liable or responsible for any loss or damage caused in whole or in part by the occurrence of any contingency beyond the control of DINAMIKS®, including but not limited to fires, civil unrest, riots, rebellions, accidents, explosions, interruptions or imperfections in telephone cables or computer systems, network or internet disruptions, electrical disturbances, power failures, satellite malfunctions or interruptions, floods, storms or any similar act or act of God.

In no event shall Dinamiks Limited, its associated companies and entities, suppliers or agents be liable for any damages whatsoever, including without limitation, damages resulting from the use or reliance on the information presented, loss of profits or revenues or cost of replacement of goods.

Compliance with data protection laws applying in any jurisdiction where DINAMIKS® is used by you or otherwise applying to you shall be your sole responsibility and you hereby warrant to Dinamiks Limited that you have and will comply with all such data protection laws in connection with your use of DINAMIKS®.

7. Indemnification

You are responsible for maintaining the confidentiality of your account and password(s). You are also responsible for all activities that occur under your account. Therefore, you agree to indemnify, defend and hold Dinamiks Limited and its affiliates, employees, officers, directors, owners, information providers, agents, licensees, licensors harmless from and against any and all liabilities, claims, costs, including reasonable attorneys' fees, incurred by the Indemnified Parties in connection with any third party demand, claims, action, suit, or loss arising as a result of (a) any breach by you of these terms of use or claims arising from your account; (b) any fraud or manipulation by you; (c) a third-party claim, action or allegation of infringement based on information, data, files or other content submitted by you.

8. Right to Terminate

Dinamiks Limited may, in its sole discretion, immediately terminate your license and right to use DINAMIKS® if (i) You fail to make timely payments of license fees as required for access to your instance or you declare bankruptcy, are involved in any bankruptcy proceedings or are otherwise insolvent: (ii) you breach these Terms and Conditions; (iii) Dinamiks Limited is unable to verify or authenticate any information you provide to Dinamiks Limited; or (iv) Dinamiks Limited decides, in its sole discretion, to discontinue offering DINAMIKS to its users. Dinamiks Limited shall not be liable to you or any third party for termination of DINAMIKS® or your use of DINAMIKS®. Upon expiration or termination for any reason, you shall no longer be authorised to use DINAMIKS®. When your access to DINAMIKS® is terminated and/or your licence is cancelled, you will no longer have access to data and other material that you may have stored in connection with DINAMIKS® and that material may be deleted by Dinamiks Limited. All disclaimers, limitations of warranties and damages, and confidential commitments set forth in these Terms and Conditions or otherwise existing at law shall survive any termination, expiration or rescission of these Terms and Conditions.

On notification of the termination of DINAMIKS® it is the responsibility of you to download all the PDF archived appraisal files before the final date to your local computer and take an export of ALL your data that is in Dinamiks.

Your instance will be archived for 12 months in case of reference, after which it will be permanently deleted.

If for any reason you have not downloaded all the PDF files or taken an extract before the final date Dinamiks Limited can provide you with the Files. This will incur a cost at a daily rate of £500 plus VAT.

9. Title

Title, ownership rights and intellectual property rights in DINAMIKS® shall remain with Dinamiks Limited. DINAMIKS® is protected by copyright and other intellectual property laws and by international treaties. Title and related rights in the content accessed through DINAMIKS® is the property of the applicable content owner and is protected by applicable law. The licenses granted under these Terms give you no rights to such content. DINAMIKS® logos, and other names, logos, icons and marks identifying Dinamiks Limited are trademarks of Dinamiks Limited and may not be used without the prior written permission of Dinamiks Limited. All other product names mentioned are used for identification purposes only and may be trademarks or service marks of their respective holders. Nothing should be construed as granting, by implication, or otherwise, any license or right to use any Trademark without the written permission of Dinamiks Limited or such third party that may own the Trademarks. Your use of the Trademarks except as provided in these Terms is strictly prohibited.

10. Feedback

Dinamiks Limited shall have a royalty-free, worldwide, perpetual license to use or incorporate into DINAMIKS® any suggestions, ideas, enhancement requests, recommendations or other information provided by you relating to the operation of DINAMIKS®

11. Obligations

You shall (a) maintain in confidence all such information, including but not limited to DINAMIKS®, (b) not disclose any such information to anyone except your employees, agents, and consultants on a need-to-know basis (and who have been informed of and acknowledge their obligation to be bound by these Confidentiality Terms), and (c) not use Dinamiks Limited’s confidential information for any purpose other than that for which it is disclosed. All confidential information shall remain the sole property of Dinamiks Limited. You shall have no right, title, or interest in or to the confidential information.

12. Confidential Information

Information considered confidential by Dinamiks Limited includes, without limitation, information of Dinamiks Limited relating to (a) matters of a technical nature such as trade secret processes or devices, know-how, data, formulas, inventions (whether or not patentable or copyrighted), specifications and characteristics of products or services planned or being developed, and research subjects, methods and results, (b) matters of a business nature such as information about costs, profits, pricing, policies, markets, sales, suppliers, customers, product plans, and business concepts, plans or strategies, (c) matters of a human resources nature such as employment policies and practices, personnel, compensation and employee benefits, (d) other information of a similar nature not generally disclosed by Dinamiks Limited to the public or other information you should reasonably believe to be confidential given the circumstances, (e) information concerning your use of DINAMIKS®, and (f) DINAMIKS® itself and its associated software.

12.1. Exclusions

The obligations imposed by these Confidentiality Terms shall not apply to any information that (a) is proven by you to have been rightfully received from a third party without accompanying use or disclosure restrictions; (b) is or becomes generally publicly available through no wrongful act of you or any other person or entity with a confidentiality obligation; (c) is already known to you prior to the date of disclosure as evidenced by documentation bearing a date prior to the date of disclosure; (d) is approved for release in writing by an authorised representative of Dinamiks Limited; or (e) is required to be disclosed pursuant to a valid court order, duly authorised subpoena, or governmental authority (provided that you shall immediately give Dinamiks Limited written notice and an opportunity to contest such required disclosure).

12.2. Remedies

The remedy at law for any breach of any of the covenants and agreements set forth in these Confidentiality Terms may be inadequate, so in the event of any such breach or threatened breach, Dinamiks Limited shall, in addition to all other remedies which may be available to it at law, be entitled to equitable relief in the form of preliminary and permanent injunctions, without the necessity of proving damages. You further agree that these Confidentiality Terms shall in no way restrict or limit any other remedies Dinamiks Limited may have available at law and Dinamiks Limited may be entitled to recover the costs, including reasonable attorney's fees, to enforce its rights under these Confidentiality Terms.

12.3. Return of Confidential Information

Upon the written request of Dinamiks Limited, you shall return, or certify that you have destroyed, all information disclosed under these Confidentiality Terms and any memoranda, diagrams, or any other documents containing any information disclosed under these Confidentiality Terms.

12.4. Enforceability

In the event any one or more of the provisions of these Confidentiality Terms shall be deemed invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

13. Force majeure

A party, provided that it has complied with the provisions of clause 13.1, shall not be in breach of this agreement, nor liable for any failure or delay in performance of any obligations under this agreement arising from or attributable to acts, events, omissions or accidents beyond its reasonable control (Force Majeure Event), including but not limited to any of the following:

  1. Acts of God, including but not limited to fire, flood, earthquake, windstorm or other natural disaster;
  2. war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions;
  3. terrorist attack, civil war, civil commotion or riots;
  4. nuclear, chemical or biological contamination or sonic boom;
  5. voluntary compliance with any law (including a failure to grant any license or consent needed or any change in the law or interpretation of the law);
  6. fire, explosion or accidental damage;
  7. extreme adverse weather conditions;
  8. collapse of building structures, failure of plant machinery, machinery, computers or vehicles;
  9. any labour dispute, including but not limited to strikes, industrial action or lockouts;
  10. non-performance by suppliers or subcontractors; and
  11. interruption or failure of utility service, including but not limited to electric power, gas or water.

13.1.

In the event of either party being so hindered or prevented, the party concerned shall give notice of suspension as soon as reasonably possible to the other party stating the date and extent of the suspension and its cause, and the omission to give such notice shall forfeit the rights of that party to claim suspension. Any party whose obligations have been suspended as aforesaid shall resume the performance of those obligations as soon as reasonably possible after the removal of the cause and shall so notify the other party.

If the Force Majeure Event prevails for a continuous period of more than six months, either party may terminate this agreement by giving 60 days' written notice to the other party. On expiry of this notice period, this agreement will terminate. Such termination shall be without prejudice to the rights of the parties in respect of any breach of this agreement occurring prior to such termination.

14. Entire Agreement

These Terms represent the complete agreement concerning the subject matter of the license granted hereunder and your use of DINAMIKS®. Dinamiks Limited may amend these Terms at any time by (i) posting a revised Terms document on the Dinamiks.com website and/or (ii) sending information regarding the Terms amendment to the email address you have provided to Dinamiks Limited. You are responsible for regularly reviewing the site to obtain timely notice of such amendments. You manifest intent to accept these amended terms if you continue to use DINAMIKS® after such amended terms have been posted or sent to you. If you do not agree with any such amended terms you must notify Dinamiks Limited during the 30-day period after such amended terms have been posted and at the end of such 30-day period these Terms shall be deemed terminated unless Dinamiks Limited agrees to waive such amended terms to which you object.

15. Governing law and jurisdiction

This agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of England and Wales. The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any disputes or claims arising out of or in connection with this agreement, its subject matter or its formation (including non-contractual disputes or claims).

16. Severance

If any provision of this agreement (or part of a provision) is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions will remain in force.

If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision will apply with whatever modification is necessary to give effect to the commercial intention of the parties.

17. Publicity

Dinamiks Limited shall have the right to identify you as a user of DINAMIKS®. You agree that Dinamiks Limited may use any logo and/or name associated with you on Dinamiks Limited website and other materials in order to identify you as a Dinamiks Limited user.

18. Notices

Notices by Dinamiks Limited to you may be sent to the email address you provide on the Registration Form or otherwise by any means that Dinamiks Limited determines in its sole discretion as likely to come to your attention. All notices sent by you to Dinamiks Limited in connection with these Terms shall be in writing and sent by first class mail or certified mail (receipt being deemed 72 hours after postage and return receipt requested) or personally delivered at the address of Dinamiks Limited set forth herein.

19. Waiver

A waiver of any right under this agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given. Unless specifically provided otherwise, rights arising under this agreement are cumulative and do not exclude rights provided by law.

20. No Exclusivity

You acknowledge and agree that Dinamiks Limited is in the business of providing remote access, remote support, collaboration and data management solutions and that Dinamiks Limited may provide such services to third parties, including any competitors of you, which the same or similar to DINAMIKS® are provided to you hereunder.

 

21. Assignment

These Terms shall be binding upon and inure to the benefit of the parties and their permitted assigns. Neither party may assign this Agreement, assign its rights or delegate its duties hereunder (whether directly or indirectly, in whole or in part, by operation of law or otherwise), without the prior written consent of the other party, which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, Dinamiks Limited may assign this Agreement, without your prior written consent in connection with a merger, acquisition, change of control or sale of substantially all of its assets (or any substantially similar transaction). Additionally, Dinamiks Limited may assign all or any part of the performance of this Agreement to an Affiliate Entity without your prior written consent. For the purposes of this section, the term "Affiliate Entity" shall mean any entity that now or in the future controls, is controlled by, or is under common control with Dinamiks Limited.

Suite 5 Stocklund House, 21 St John’s Street, Chichester, West Sussex. PO19 1BU. United Kingdom info@dinamiks.com

Copyright © 2016 Dinamiks Limited. All rights reserved.