1.1 By accessing, or otherwise using the Knowork Platform, you or the individual, company or other entity that you represent (“you”/”your”/”yours”) expressly agree to these terms (the “App Terms”) with Knowork Knowledge Networks B.V a company registered under the laws of The Netherlands with its registered office at Van Beuningenstraat 115-1, 1051 XM, represented by its CEO, Gregory Marschall. (“we”/”us”/”our”).
1.2 You represent and warrant to us that you have the authority to accept these App Terms on behalf of yourself, a company, and/or other entity as applicable
1.3 We may change, amend or cancel these App Terms at any time. Please regularly check for updates and changes to these App Terms. Your use of the Knowork App after the changes become effective means you agree to the new App Terms.
1.4 If you disagree with any of the terms of these App Terms, we do not grant you a licence to use the Knowork App. By using the Knowork App, including but not limited to requesting authentication credentials and/or creating a password, you unconditionally consent and agree to be bound by these App Terms.
(We and you individually referred to as a “Party” and together as the “Parties”.)
Unless defined otherwise in these App Terms, the following terms shall have the meaning described below for the purposes of these App Terms:
"App Documentation”: means the documentation accompanying the Knowork App and such other instructions as we may notify you of from time to time in relation to your use of the Knowork App.
“Confidential Information”: means any information, however conveyed or presented, that relates to the business affairs, operations, customers, processes, budgets, pricing policies, product information, strategies, developments, trade secrets, know-how, personnel and suppliers of the disclosing party, together with all information derived by the receiving Party from any such information and any other information clearly designated by a Party as being confidential to it (whether or not it is marked “confidential”) or which ought reasonably be considered to be confidential.
“Group”: Any companies within our group of companies, for the avoidance of doubt this concerns any entity which: a) is directly or indirectly controlled by us; b) is under the same direct or indirect ownership or control as we are; or c) is directly or indirectly owned or controlled by us. For the purposes of this definition, a company or we shall be controlled by an entity if that entity has fifty per cent (50%) or more of the votes in such company or us and/or is able to direct its or our affairs and/or control the composition of its or our board of directors or equivalent body.
“Knowork App”: means the digital facilities management application that we make available to you and through which we may provide you access to Knowork Data and or the Knowork Platform including all elements, components and executables of the Knowork App.
“Knowork Account”: Your user account on the Knowork App.
“Knowork Data”: means all information stored in and retrieved from our databases, servers and/or the Knowork Platform that we, in our sole discretion, may share with you, including any software code, analytics data and the App Documentation but excluding any information that you obtain lawfully and independently of us.
“Knowork Platform”: means the digital facilities management platform created and owned by us to facilitate communication within co-working spaces.
“Term”: means the period commencing upon your acceptance of these App Terms and ending with the termination of these App Terms by either Party.
“Data”: means information and content provided, generated, transmitted or displayed via the Knowork App by you.
3. UPDATES AND CHANGES TO THE APP
3.1 We may, in our sole discretion and without any liability to you, modify the Knowork App and Knowork Data, the permitted uses under these App Terms or any of the benefits and/or features provided in connection with your use of the Knowork App at any time with or without notice to you.
4. KNOWORK APP LICENCE
4.1 Subject to these App Terms, We grant you a worldwide, personal, non-exclusive, non-transferable, revocable, and non-sub-licensable licence to do the following: a) create your personal Knowork Account on the Knowork Platform; b) modify your Knowork Account by including Personal Data such as your full name, demographic information, job title and place of occupation, writing a personal profile about yourself; c) connect with other users and organizations through the Knowork Platform; d) to access the Knowork App to retrieve Knowork Data only insofar as needed to, use, view or process any data related to Your use of the Knowork Platform, provided that you shall not: i) sell, rent or otherwise trade or assign Knowork Data to any third party; or ii) make Knowork Data available to any third party; or iii) use or otherwise process Knowork Data or the Knowork App in any way that conflicts with applicable laws and regulations.
4.2 You shall not distribute, commercialise, monetise, sell, or otherwise generate or receive consideration (of any form, whether cash or in-kind) for the Knowork App.
4.3 By submitting, posting or displaying any of your Data on the Knowork App, You give us a perpetual, worldwide, non-exclusive licence to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and create derivative works of your Data only for the purposes of enabling us to provide you with the Knowork App.
5. KNOWORK APP PASSWORD
5.1 In order to use the Knowork App, you are required to create a unique password.
5.2 You may access (or attempt to access) the Knowork App only by the means of your password.
5.3 You are responsible for maintaining the secrecy and security of your password. You are fully responsible for all activities that occur using your password, regardless of whether such activities are undertaken by you or a third party. You may not share, sell, transfer, sublicense or otherwise disclose your password to any other person unless authorised in writing by us to do so.
5.4 If you learn of any unauthorised use of your password, then you must contact us immediately at firstname.lastname@example.org
6. YOUR COMPLIANCE WITH LAWS AND THESE APP TERMS
6.1 You agree to use the Knowork App only: a) as permitted by applicable laws (including, without limitation, applicable laws regarding privacy and data protection and intellectual property rights) and for purposes that are lawful and proper under applicable law; and b) in accordance with and as authorised by these App Terms.
6.2 You agree: a) that you are solely responsible for your use of the Knowork App and for any consequences arising from that use; and b) to comply with all applicable laws and your representation, warranties and obligations contained in these App Terms.
7. RESTRICTIONS ON YOUR USE
7.1 When using the Knowork App, in addition to the other restrictions in these App Terms, you agree that you will not, directly or indirectly, and will not procure another person to do any of the following: a) use the Knowork App in a way that could impair, harm or damage us, any of our services or applications (including the Knowork App), or anyone´s use of the Knowork App, service or application; b) use the Knowork App to disrupt, interfere with, or attempt to gain unauthorised access to services, servers, or networks connected to or which can be accessed via the Knowork App; c) use the Knowork App in a way that violates applicable law, including: i) illegal activities, such as piracy, violating copyright, trademark or other intellectual property laws, ii) violating applicable privacy laws, data protection laws and regulations; iii) reverse engineer, decompile or disassemble the Knowork App, except and only to the extent that applicable expressly permits, despite this limitation; iv) use the Knowork App in any way that threatens the integrity, performance or reliability of the Knowork App or any product or service we offer, including performance or stress testing, or in any manner that works around any technical limitations in the Knowork App; v) request from a Knowork App more than the minimum data which you require; vi) request from the Knowork App any information outside any permissions granted; vii) re-distribute, re-sell or sub-license access to any of our services or the Knowork Data; viii) falsify or alter any unique referral identifier in, or assigned to you, or otherwise obscure or alter the source of queries coming from you; ix) create and application which performs substantially the same use or function as the Knowork App; x) interfere with or disrupt services or servers or networks connected to the Knowork App, or disobey any of our requirements, procedures, policies or regulations of networks connected to the Knowork App, or disobey any of our requirements, procedures, policies or regulations of networks connected to the Knowork App, or interfere, or attempt to interfere, in any manner with the functionality or proper working of the Knowork App; xi) circumvent or modify or seek to circumvent or modify any passwords or such security mechanisms or limits on number of the Knowork App; xii) use any robot, spyder, scraping, site search/retrieval application or other device to retrieve, index, access or use any portion of the Knowork App to obtain any information beyond what we provide to you under these App Terms; or xiii) transmit any malware, spyware, viruses, worms, defects, trojan horses, malicious or harmful code or use any disruptive commercial messages or advertisements.
8.1 You agree that we may (but are not obliged to) monitor the activities relating to your use of the Knowork App. You agree, throughout the Term of these App Terms, to monitor content generated by you through your use of the Knowork App to install and continually use reasonably appropriate software or moderate any such content to ensure your compliance with these App Terms.
9. CORRECTIVE SOLUTION
9.1 If, in our sole discretion, we believe that you have breached these App Terms, including but not limited to Clause 7 above, or that you have engaged in fraudulent activity, We may take any and all steps we deem appropriate, including issuing a warning, investigate or suspend your Knowork Platform license. In addition to any other available remedies, we may, at our sole discretion, seek specific performance, injunctive relief or legal fees. We reserve the right to take other corrective action as we see fit in the event that we receive complaints from any other users about your use of the Knowork App or your actions.
10. INTELLECTUAL PROPERTY RIGHTS
10.1 All rights not expressly granted herein are reserved by us. As between you and us: a) We retain all rights, title and interest in and to all intellectual property rights embodied in or associated with the Knowork App and any content we create or derive therefrom; and b) You retain all rights, title and interest in and to all intellectual property rights embodied in or associated with your Data.
10.2 If you acquire any rights in the Knowork App, by operation of law or otherwise, you will, at no expense to us, immediately effectuate an assignment of such rights to us.
10.3 If you provide feedback or suggestions about the Knowork App, then we may use such information without obligation to you.
11.1 You shall immediately notify us of: a) any actual, attempted or reasonably suspected breach of security of your Knowork Account; b) any actual, attempted or reasonably suspected unauthorised access to or acquisition, use, loss, destruction, alteration, compromise or disclosure of any part or content of the Knowork App (each, a “Security Breach”). In the event of a Security Breach, you shall: a) promptly provide us a detailed description of the incident, the data accessed and such other information as we may request; b) assist us with investigating, remedying and taking any other action reasonably requested by us regarding any Security Breach; and c) take prompt action that such Security Breach will not recur.
12. CONFIDENTIAL INFORMATION
12.1 You and we agree and warrant that all Confidential Information shall remain confidential in perpetuity and each Party shall not disclose any Confidential Information to any third-party without the prior written consent of the Party whose Confidential Information may be disclosed.
12.2 The foregoing obligations shall not apply to any Confidential Information that: a) becomes known to the general public without fault or breach by the receiving Party; b) the receiving Party receives from a third-party without breach of a non-disclosure obligation and without restriction on disclosure; c) was in possession of the receiving Party prior to disclosure by the disclosing Party; or d) is required to be disclosed by law or a court of competent jurisdiction.
13. DATA PROTECTION AND INFORMATION SECURITY
13.1 You understand that we are Processing your Personal Data for such purposes as we deem necessary in relation to the administration of our business and the provision of the services to you. For the purposes of this Clause 15 the terms ´Processing` and ´Personal Data` shall be given the meanings as defined in the ´General Data Protection Regulation (GDPR)` (as amended from time to time).In order for us to Process your Personal Data for such purposes as we deem necessary in relation to the administration of your use of the Knowork App, we may disclose your Personal Data to any company in the Group, to anyone that we propose to transfer any of your rights and/or responsibilities under any agreement we may have with you, to comply with any legal or regulatory requirement of us, to anyone to whom you authorise us to give your Personal Data to.
13.2 To Process your Personal Data as We deem necessary in relation to the administration of your use of the Knowork App, we may transfer your Personal Data outside of the European Economic Area.
13.3 You understand that we are Processing your Personal Data in accordance with the GDPR for any administrative or security function required by, or in order to maintain, the legitimacy of our business.
13.4 You agree to strictly observe any data protection policy, information security policy and/or any instructions issued by us with regards to any aspect of data protection, privacy or information security activity undertaken by us and you agree not to do anything or permit anything to be done which might jeopardise or contravene our liability under the GDPR (as amended from time to time).You shall ensure that where your personal details change, you shall provide us as soon as is reasonably possible with all updated personal details in order for us to maintain the accuracy of your Personal Data.
13.5 You may not collect personally identifying information (as may be defined by applicable law) relating to end-users of the Knowork App or these App Terms.
14.1 Either Party may terminate these App Terms at any time, without notice and without liability to you for any reason, or for no reason including, but not limited to, if you breach any provision of these App Terms.
14.2 Any termination of these App Terms shall also terminate the licences granted hereunder and we reserve the right to terminate.
14.3 Upon termination of these App Terms for any reason, you agree to: a) immediately stop using the Knowork App; b) destroy your password; and c) return to us or destroy and remove from all computers, hard drives, networks, and other storage media, all copies of the Knowork App and any Confidential Information in your possession, and shall certify to us that such actions have occurred.
14.4 When these App Terms are terminated, the terms in it that by their nature are intended to continue indefinitely will continue to apply.
15. LIABILITY FOR THE KNOWORK APP
15.1 You warrant and represent to us that: a) You will comply with all applicable laws including, without limitation, applicable property and data protection laws, in connection with your use and storage of the Knowork App and processing of your Data; b) You will obtain and maintain any and all necessary licences, consents and permissions in connection with your use of the Knowork App; c) you have assessed the suitability of the Knowork App for Your needs; and d) you are responsible for your own protection from viruses and maintaining effective anti-virus screening software.
16. PROVISION OF THE APP “AS IS”
16.1 We do not make any specific promises about the Knowork App. We do not provide any warranty about the quality of the Knowork App or the content accessed through the Knowork App, or their reliability, availability or ability to meet your needs or that the Knowork App is virus free or free of defects. The Knowork App is provided to you on an “as is” basis. Any implied warranties or conditions under any applicable law as to suitability or fitness for a particular purpose are excluded by us to the maximum extent permitted by applicable laws.
17. LIMITATION OF LIABILITY
17.1 To the maximum extent permitted by applicable laws, you expressly understand and agree that we, our affiliates and directors, officers, employees and agents, shall not be liable to you for any direct, indirect, incidental, special, consequential or exemplary losses or damages, including, but not limited to, losses or damages for loss of profits, goodwill, reputation, use, data, cover or any intangible losses (even if we have been advised of the possibility of such loss or damage).To the maximum extent permitted by law, our total liability and Our suppliers or distributors for any claim under these App Terms is limited to EUR 1,000. In all cases, to the maximum extent permitted by law, we will not be liable for any loss or damage that is not reasonably foreseeable.
17.2 Nothing in these App Terms: a) limits your responsibility for infringement by you of our or other´s intellectual property rights; or b) limits you or us for any liability for: i) death or personal injury caused by either our or your negligence or by the negligence of our or your employees, agents or sub-contractors; ii) fraud; iii) breach of any obligations as to title implied by any applicable law; or iv) any other act or omission, liability for which may not be limited under applicable law.
18.1 You agree to hold us, our affiliates, officers, employees and agents harmless and indemnify us and our affiliates, officers, employees and agents from and against any third party claim arising from or in any way related to these App Terms and your use of the Knowork App.
19. GENERAL PROVISIONS
19.1 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time. A reference to ´writing` or ´written` excludes email unless expressly set forth otherwise. Any words following the terms ´including`, ´include`, in particular ´for example` or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
19.2 Unless stated otherwise, these App Terms are all terms agreed between the Parties relating to its subject matter. In the event that any of the terms of these App Terms is determined to be illegal or unenforceable, such term or provision will be deemed deleted and all other terms and provisions will remain in full force and effect.
19.3 You may not assign these App Terms, nor any of its rights and/or responsibilities under these App Terms without our prior written consent. Unless expressly provided in these App Terms, no provision of these terms is enforceable by any person or entity who is not a party to it.
19.4 All legal notices required or permitted hereunder shall be in writing and deemed to have been duly given at the time of receipt if delivered personally or via overnight express, at the time of transmission if sent by email, or seven (7) business days after being mailed if sent by registered or certified mail, postage prepaid, return receipt requested. Notices shall be addressed to the address for each party listed or to such other addresses as the parties may designate from time to time in writing.
19.5 These App Terms shall be subject to and construed in accordance with the laws of The Netherlands and all disputes (including non-contractual disputes or claims) relating to these App Terms shall be brought solely in the courts of Amsterdam or any higher court as relevant jurisdiction.