Terms of Service

1. Acceptance of Terms

By downloading, installing, or using the Software WorktreeX, you agree to be bound by the terms of this End User License Agreement (the “Agreement”). If you do not agree to these terms, do not install or use the Software.

This Agreement constitutes a binding agreement between you (the “Customer”) and Kleverin (the “Company”).It represents the entire understanding between the parties regarding the Software and Services and supersedes any prior oral or written agreements, communications, or conflicting terms contained in any purchase order, invoice, or other non-Company document. Any such third-party terms are hereby expressly rejected and shall have no effect.

The Company may modify, supplement, or amend this Agreement from time to time. If you have an account with us, you will be notified of any changes by email and given an opportunity to review and accept the updated terms.

2. License Grant

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Subject to your compliance with this Agreement and your payment of any applicable fees, the Company grants you a non-transferable, non-exclusive, worldwide right to access and use the purchased Services in accordance with the terms set out in this Agreement (the “License”).

The License is granted on a per-user basis and is valid for use on all supported operating systems. A License may be used on multiple computers and operating systems, provided that only the proper registered user of such License accesses or makes use of the applicable Services.

Licenses are non-transferrable and may not be distributed, sold, rented, leased or otherwise assigned or transferred to any third party(ies).

License Reassignment
Master users may reassign purchased licenses to different email addresses within their account. The total number of active licenses may not exceed the number of licenses purchased. Reassigned emails must belong to legitimate users. Abuse of this feature, including sharing or duplicating licenses outside your account, may result in suspension or termination of access.

3. Subscription, Fees, Free Trials, and Access
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If access to the Software is provided via subscription, your license to use the Software is valid only while your subscription remains active and in good standing.
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Free Trials

We may, at our sole discretion, offer free trial periods for the Software or Services. The duration and terms of any free trial will be specified at the time of sign-up. At the end of the trial period, you will be required to subscribe and pay the applicable fees to continue using the Software or Services. If you do not subscribe before the trial ends, your access may be suspended or terminated. We reserve the right to modify or cancel free trial offers at any time without notice.
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Fees

You agree to pay all fees as specified in the applicable Access Agreement. All fees are non-cancellable and non-refundable, and are based on Services purchased, not on actual usage. Unless otherwise agreed in writing, all payments must be made in British Pounds Sterling (GBP) or another currency agreed upon in writing, and without set-off or deduction.
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Payment Terms

Unless otherwise set out in the Access Agreement, all fees are due upon entering into the Access Agreement. Acceptable payment methods include credit card, electronic funds transfer, or bank/wire transfer, unless otherwise agreed.

All fees are exclusive of VAT or other applicable taxes. You are responsible for paying any taxes, levies, or duties (excluding taxes based solely on the Company’s income), even if such amounts are not itemised in the Access Agreement.
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Refunds and Cancellation Rights

If you are a consumer(i.e., not acting in the course of a business), you may have the right to cancel your subscription and request a refund within 14 days of purchase, in accordance with your rights under the Consumer Contracts Regulations 2013.However, this right may be lost if you begin downloading or using the Software before the end of the cancellation period, with your express consent.

For business customers, all payments are final. No refunds will be issued for unused Services or remaining subscription periods, unless required by law or otherwise expressly agreed in writing by the Company.
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Auto-Renewal

Unless otherwise stated in the Access Agreement or disabled by you, subscriptions will automatically renew at the end of each billing cycle for successive periods of equal duration. By continuing your subscription, you authorise us to charge the applicable renewal fees using your chosen payment method. You may cancel auto-renewal at any time through your account settings or by contacting us before the renewal date.
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Billing Notices

We will make reasonable efforts to notify you in advance of upcoming charges, fee changes, or renewal dates, typically via the email address associated with your account. You are responsible for keeping your contact and billing information accurate and up to date.
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Suspension or Termination of Access

We reserve the right to suspend or terminate your access to the Software or Services in the event of non-payment, payment failure, expired trial periods, or suspected abuse, fraud, or breach of this Agreement.

4. Restrictions
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You may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, use, or sell the Software or any portion thereof except as expressly permitted in this Agreement. You must not alter, build upon, block, or interfere with any portion or functionality of the Software.

We grant you a limited, revocable, non-transferable, non-sublicensable, non-exclusive license to install and use the Software solely for your internal use in accordance with the terms of this Agreement and any applicable Access Agreement.

You shall not (and shall not permit others to):

1.       License, sub-license, sell, rent, lease, transfer, assign, distribute, or otherwise commercially exploit the Software or make it available to any third party.

2.       Modify, adapt, translate, create derivative works of, or otherwise attempt to derive the structure or organization of the Software.

3.       Disassemble, reverse engineer, decompile, or attempt to access or discover the source code, object code, or underlying algorithms or structure of the Software.

4.       Use the Software to develop or distribute a competing product or service.

5.       Use the Software to operate a service bureau or provide hosting or services to third parties.

6.       Remove, alter, or obscure any proprietary notices or labels on the Software.

7.       Upload, store, send, or distribute malware, viruses, or other malicious code using the Software.

8.       Interfere with or disable any security features or digital rights management mechanisms implemented in the Software.

9.       Use the Software in violation of any applicable law, regulation, or the rights of others.

10.    Attempt to gain unauthorised access to any systems, networks, or data related to the Software.

11.    Cause any damage to computer systems, software, data, or infrastructure through use of the Software.

The license granted under this Agreement will automatically terminate if you fail to comply with any of these terms.
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5. Ownership and Intellectual Property
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The Software is licensed, not sold. All rights, title, and interest in and to the Software —including all intellectual property rights — are and will remain the exclusive property of Kleverin and its licensors.

This Agreement does not grant you any ownership rights in the Software. We grant you only a limited license to use the Software as expressly permitted herein.

The Software may include components or libraries licensed under separate third-party or open-source licenses. To the extent required, any such components are provided to you subject to the terms of their respective licenses.

The Software is protected by applicable intellectual property laws, including copyright, trademark, patent, and trade secret laws. All rights not expressly granted are reserved by the Company and its licensors.

6. Updates and Modifications
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The Licensor may, at its sole discretion, provide updates, patches, or modifications to the Software. These may include bug fixes, security patches, feature enhancements, or the addition or removal of functionality.

You acknowledge that the Licensor is under no obligation to provide updates or to continue to support any particular version or feature of the Software.

The Licensor reserves the right to modify, suspend, or discontinue any feature or functionality of the Software at any time, without notice and without liability.

Your continued use of the Software following the release of any updates or modifications will constitute your acceptance of those changes and any updated terms that may accompany them.

We reserve the right to discontinue or modify any feature or functionality at any time without liability.

7. Termination
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We reserve the right to terminate this Agreement and your license at any time without notice if you breach any term. Upon termination, you must cease all use and delete all copies of the Software.

Sections 5, 8, 9, 10, and 11shall survive termination.

8. Disclaimer of Warranties
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THE SOFTWARE IS PROVIDED “ASIS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE COMPANY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT THE SOFTWARE WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS, BE ACCURATE, COMPLETE, OR PRESERVED WITHOUT LOSS, OR THAT IT WILL OPERATE TIMELY, SECURELY, UNINTERRUPTED, OR ERROR-FREE. THE COMPANY DOES NOT GUARANTEE THAT SECURITY MEASURES WILL BE ERROR-FREE AND SHALL NOT BE LIABLE FOR UNAUTHORIZED ACCESS OR BREACHES BEYOND ITS REASONABLE CONTROL. CUSTOMER ACKNOWLEDGES THAT THE COMPANY IS NOT A BUSINESS ASSOCIATE OR SUBCONTRACTOR. THE DISCLAIMERS IN THIS SECTIONAPPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NOTWITHSTANDING ANY CONTRARY PROVISIONS HEREIN. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS, BUT ANY STATUTORILY REQUIRED WARRANTIES SHALL BE LIMITED TO THE SHORTEST PERIOD AND MAXIMUM EXTENT PERMITTED BY LAW.

Third-Party Components

THE SOFTWARE MAY INCLUDE ORDEPEND UPON THIRD-PARTY SOFTWARE, LIBRARIES, OR MODULES, INCLUDING OPEN-SOURCE COMPONENTS LICENSED UNDER PERMISSIVE LICENSES SUCH AS THE MIT LICENSE. THESE THIRD-PARTY COMPONENTS ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND.

THE COMPANY DISCLAIMS ALL RESPONSIBILITY AND LIABILITY FOR THE OPERATION, PERFORMANCE, SECURITY, ORRELIABILITY OF ANY SUCH THIRD-PARTY COMPONENTS, WHETHER OR NOT THEY ARE BUNDLED WITH OR REQUIRED BY THE SOFTWARE.

CUSTOMER IS SOLELY RESPONSIBLEFOR REVIEWING AND COMPLYING WITH ANY APPLICABLE THIRD-PARTY LICENSE TERMS ASSOCIATED WITH SUCH COMPONENTS.

9. Limitation of Liability
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TO THE MAXIMUM EXTENT PERMITTEDBY APPLICABLE LAW, IN NO EVENT SHALL THE LICENSOR OR ITS SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY, BUSINESS INTERRUPTION, OR REPUTATIONAL HARM, ARISING OUT OF OR RELATED TO THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE LICENSOR’S TOTAL CUMULATIVE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SOFTWARE SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, FRAUD, FRAUDULENT MISREPRESENTATION, OR ANY OTHER LIABILITY THAT CANNOT BE LAWFULLY EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

THIS SECTION CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT AND WILL SURVIVE TERMINATION OR EXPIRATION OFTHIS AGREEMENT FOR ANY REASON.

10. Indemnification
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You agree to indemnify, defend, and hold harmless the Licensor, its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees and settlement costs) arising out of or related to:

1.    Your use or misuse of the Software;

2.    Your violation of this Agreement;

3.    Any violation of applicable law or the rights of any third party (including intellectual property or privacy rights);

4.    Any content, data, or materials submitted, transmitted, stored, or otherwise processed by you through or in connection with the Software; or

5.    Your failure to obtain appropriate consents or permissions where required by law.

This indemnification obligation will survive the termination or expiration of this Agreement and your use of the Software.

11. Governing Law and Disputes
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This Agreement shall be governed by and construed in accordance with the laws of Scotland. You agree that any dispute or claim arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the Scottish courts.

It is the express intention of the parties that this Agreement and all related documents be written in English.

12. Entire Agreement
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This Agreement constitutes the entire agreement between you and the Licensor with respect to the Software and supersedes all prior or contemporaneous understandings, communications, or agreements, whether written or oral, relating to its subject matter. No amendment or modification of this Agreement will be binding unless made inwriting and issued by the Licensor.

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13. Collection and Use of Personal Data
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By using the Software, you acknowledge and agree that the Licensor may collect and process certain personal data, including your name, email address, and other authentication-related information necessary for login and account validation. This data is used solely for: Authenticating and authorizing access to the Software, Managing your subscription and user account, Providing support and service improvements. Your personal data will not be sold or shared with third parties except: As required by law, With your explicit consent, or To trusted service providers under strict confidentiality agreements.

For more details, please refer to our Privacy Policy, which forms an integral part of this Agreement.

14. International Users
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The Software is controlled and operated by the Licensor from its offices in Scotland, United Kingdom, and is not intended to subject the Licensor to the laws or jurisdiction of any state, country, or territory other than that of Scotland. Users who access or use the Software from outside the UK do so at their own initiative and are responsible for compliance with all applicable local laws and regulations.

You are responsible for complying with all applicable export control and sanctions laws, including UK export laws and regulations, and any import or customs regulations in your jurisdiction. Additional charges such as taxes, duties, and customs fees may apply and are your responsibility.

The Licensor reserves the right to limit access to the Software in any location or to any person, at any time, at its sole discretion.

For questions or feedback about this Agreement, please contact: support@kleverin.com

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