These terms and conditions (“Terms and Conditions”) explain the general terms that govern the access and use of the different websites, products and services offered by KALEIDOS INC SUCURSAL EN ESPAÑA S.L. (“Kaleidos”, “we”, “our”).
Our identification data are as follows:
- Tax ID number: ESW0249639F
- Address: Calle Diego de Leon 16, 2 - 7, 28006, Madrid, Spain
- Email address: email@example.com
Additionally, depending on the Kaleidos’ Products & Services that you are accessing and using, certain particular conditions may apply. In such a case, the applicable particular conditions will be informed to you at the time of your subscription. In the event of conflict between these general Terms and Conditions and the particular conditions applicable to the specific Kaleidos’ Products & Services you are accessing and using, the latter shall prevail.
In case Kaleidos and the User have agreed different terms on a separate document (such as purchase order), the terms of that separate agreement will prevail in the event of conflict with these Terms and Conditions.
1. CLOUD AND ON-PREMISE KALEIDOS’ PRODUCTS & SERVICES
1.1 - We may offer Kaleidos’ Products & Services both on a cloud and on an on-premise basis.
1.2 - These Terms and Conditions apply to both our cloud and our on-premise Kaleidos’ Products & Services. However, please note that on-premise Kaleidos’ Products & Services may be subject to particular terms and conditions. In that case, any particular terms and conditions will be informed to you and/or separately agreed with you at the time of your subscription. Said particular terms and conditions will prevail in the event of conflict with these general Terms and Conditions.
1.3 - Additionally, please note that Kaleidos’ Products & Services may be built on open-source software (as further explained in Section 6) which may be freely accessible in one or more open-source repositories (for example, in the case of Penpot, you may find our open-source project here). On top of that open-source software, we have developed Kaleidos’ Products & Services, which allow us to provide our Users with extra functionalities and services.
2. TYPES OF USERS
2.1 - Users of Kaleidos’ Products & Services can be classified into different categories, depending on their role. You can find a broad description of the main roles and their major permissions below:
- “Customer”: the Customer is a User that has acquired a free or a paid subscription to Kaleidos’ Products & Services. The Customer is responsible for adding End Users to its different workspaces (for now Penpot teams) and for appointing Administrators for each of its workspaces. The Customer can be either a natural or a legal person, provided that they are acting in their professional capacity.
- “End User”: the End User is a User that has been added to a Customer’s workspace or a specific project (for instance, when your employer subscribes to Kaleidos’ Products & Services and adds you to a workspace, your employer will be, for the purposes of these Terms and Conditions, the Customer, while you will be an End User). As an End User, you acknowledge that you may be removed from a workspace or project by your Customer and/or by an Administrator. If you are removed from a project, you will no longer have access to it or to any of its content, including content that may have been uploaded by you (except in the event the project is a public project, in which case you may have access to certain information of the project).
- “Administrator”: an Administrator is an End User that has been appointed by the Customer as having admin rights to a specific workspace.
2.2 - Additionally, please note that each of the main roles described above may have small variations. By way of example, the Customer of a paid subscription may be referred to (for instance, on the dashboard of our tools and on our websites) also as an “Organization Owner”.
2.3 - For the purposes of these Terms and Conditions, Customers, End Users and Administrators are collectively referred to as Users.
3. TERMS OF ACCESS
3.1 - To access and use Kaleidos’ Products & Services you must be at least fourteen (14) years of age.
3.2 - By accessing and using Kaleidos’ Products & Services you represent and warrant that you have the legal authority to bind yourself or the third-party on whose behalf you are acting (for instance, the entity or company you work for) to these Terms and Conditions.
3.3 - Additionally, when acting on behalf of a third-party, you represent that you have the legal authority to make decisions (such as moving from a free subscription to a paid subscription, increasing the number of End Users, etc.) on behalf of said third-party.
3.4 - In order to be able to fully access and use the functionalities of Kaleidos’ Products & Services, you must register a User account.
3.5 - Please, note that if you register a User account with an email address controlled by a third-party (such as a corporate email that is controlled by your employer), you acknowledge that you will be considered as an End User of that third-party. Said third-party will be able to request access to your User account and all the content and data of your User account, with or without prior notice to you and without any liability to Kaleidos.
3.6 - You (and, where applicable, the third-party that, according to Section 4.6, has access to and control over your User account) are solely responsible for choosing a secure password, as well as for keeping said password (together with any other log-in information, such as your username) confidential. Your log-in information is non-transferable.
3.7 - You are solely responsible for any activity carried out through your User account, including any and all losses, damages, liability, expenses and attorneys’ fees incurred by Kaleidos or a third party due to your use (or somebody else’s use, whether authorized or non-authorized) of your User account.
3.8 - If you become aware or suspect that a third party may be accessing your User account, you must promptly notify Kaleidos by sending an email to firstname.lastname@example.org. Please, note that even if you had advised Kaleidos of an unauthorized use of your User account, Kaleidos shall not be liable for any loss, damages, liability, expenses or attorneys’ fees arising out of or in connection with a third-party access or use of your User account.
3.9 - You represent that, when registering a User account, you will provide truthful and up to date information and that you will not use a false identity or the identity of a third party. 3.10 - Fair use policy means not more data usage than 10x of the median. We reserve the right to limit your data usage.
4. INTELLECTUAL PROPERTY
4.1 GENERAL RULES
At Kaleidos, we are aware of the importance of the open-source movement, and we firmly believe in the advantages it offers to the whole Internet and programming community. For that reason, most of the modules of Kaleidos’ Products & Services are offered under an open-source license. However, please, note that certain modules of Kaleidos’ Products & Services are proprietary, and we offer them under our own license.
4.2 Kaleidos’ Intellectual Property Rights
Kaleidos’ Products & Services open-source modules are licensed under open-source licenses (such as Mozilla Public License 2.0 (MPL 2.0) and other licenses endorsed by the Open-Source Initiative). Please, note that, when accessing and using our open-source modules you must comply with the terms of the corresponding open-source license.
4.3 User content
- You (or the Customer in which projects you are working) will remain the sole owner of the content you upload to Kaleidos’ Products & Services.
- Notwithstanding the foregoing, you grant Kaleidos (and all its authorized service providers) a worldwide, non-exclusive and non-transferable (except in the context of Kaleidos’ business sale or transfer) license to host, copy, access, process and transmit the content you upload to Kaleidos’ Products & Services in order for Kaleidos to be able to: (i) provide you with the services and functionalities of Kaleidos’ Products & Services; (ii) improve Kaleidos’ Products & Services, including for analyzing metadata related to the User’s dashboard and generating statistics that allow Kaleidos to make Users recommendations on how to make the most of Kaleidos’ Products & Services and improve their working efficiency. For the sake of clarity, we will only analyze metadata (such as the length of a task title, the number of Users assigned to a task, the size of the attachments, etc.), but we will not analyze the text and contents themselves (such as the name of the task title, the name of the Users assigned to a task, the content of an attachment, etc.).
- You warrant that you have all rights and authorizations necessary to use any and all content that you upload to Kaleidos’ Products & Services, and, in particular, any third-party personal data.
- You are solely responsible and agree to defend, indemnify, and hold Kaleidos harmless (and its affiliates, employees, officers and directors) for any claim that the content or data uploaded to Kaleidos’ Products & Services by you infringes third-party rights or any applicable law, or that has, for any other reason, caused injury to Kaleidos or any other third party.
- If you provide any feedback (including any ideas and suggestion) to Kaleidos, you agree that Kaleidos will be free to use, disclose, reproduce, modify, sublicense, transfer, distribute and exploit said feedback in any manner and without compensating you.
- Kaleidos does not pre-screen the content (including any data or feedback) uploaded by Users. Notwithstanding the foregoing, Kaleidos has the right (but not the obligation) to remove, in its sole discretion, any content that Kaleidos reasonably believes breaches this Terms and Conditions, any applicable law or any third-party rights.
4.4 Other Users’ Content
When you access other Users’ public projects, you agree to contribute to said public projects in good faith, which means that you shall refrain from accessing public projects with the sole purposes of boycotting them, making them useless or damaging them in any way.
4.5 Fonts Licensing and Usage
By uploading third party-owned fonts from your local machine to Penpot you understand that you will direct and cause Penpot to store such fonts on its servers. Penpot also allows you to activate font providers that might call to third party-owned web fonts which are hosted on such third parties’ services. In either case, you will be able to share these fonts with other users with whom you are collaborating on a team. It is ultimately your sole responsibility to ensure that you or your organization possess sufficient rights to use, store on Penpot, and redistribute the fonts for use by your team members, and all users with whom you share the content stored at Penpot. Bear in mind that some of these uses may require you to get extended rights from the font licensor. Before uploading a font to Penpot or using a font from a third-party font provider, it is recommended that you consult the font licensor’s license agreement. Penpot holds the right to restrict or remove the use or storage of fonts that could bring any type of licensing conflicts. You can learn more about licensing and usage of third party-owned fonts at https://www.typography.com/faq
5. USER OBLIGATIONS
5.1 - By accessing or using Kaleidos’ Products & Services the User undertakes to comply with the provisions of these Terms and Conditions as well as with any applicable law.
5.2 - The following list includes some of the obligations that you, as a User, undertake to comply with, without prejudice to any other obligation that may be applicable to you under these Terms and Conditions and any applicable law:
- Not to use Kaleidos’ Products & Services in any manner that may cause damage, interruptions, inefficiencies, or defects in Kaleidos’ Products & Services’ operation, or in your own or a third party's devices, including by using “bots” or other automated systems to send unreasonable requests to our servers.
- Not to use Kaleidos’ Products & Services for the transmission, installation or publication of any viruses, malicious code or other harmful programs or files, as well as not to use Kaleidos’ Products & Services for spamming or mail bombing Kaleidos or any other third-party.
- Not to use the Kaleidos’ Products & Services for purposes contrary to good faith, good morals, and public order.
- Not to access any section of Kaleidos’ Products & Services or its connected systems, networks or servers, whose access is restricted.
- Not to breach, or attempt to breach, the security or authentication measures of Kaleidos’ Products & Services or any network connected to Kaleidos’ Products & Services, or the security or protection measures inherent in the content offered on Kaleidos’ Products & Services.
- Not to replicate, reverse engineer, decompile or disassemble Kaleidos’ Products & Services, except in those circumstances authorized by law. Please note that in the case of our open-source modules, where so required by the applicable open-source license, Kaleidos will provide Users access to Kaleidos’ Products & Services source code at no additional cost (subject to the terms of the relevant license).
5.3 - The User undertakes to defend, indemnify, and hold Kaleidos harmless (and its affiliates, employees, officers and directors) for any judicial or extrajudicial claim, damage or penalty related to the User’s obligations under these Terms and Conditions.
6. TERM AND CANCELLATION
6.1 Term and cancellation rules applicable to cloud Kaleidos’ Products & Services
- The User can cancel their subscription to Kaleidos’ Products & Services at any time accessing their User account. Cancellation will take place immediately.
- We have the right, in our sole discretion, to permanently or temporary suspend your access to and use of Kaleidos’ Products & Services (including our right to delete your User account), under the following circumstances: (i) for scheduled or emergency maintenance to Kaleidos’ Products & Services, or any part thereof; (ii) in the event Kaleidos ceases to provide, for any reason, access or any of the services associated to Kaleidos’ Products & Services; (iii) if we reasonably believe that you are using Kaleidos’ Products & Services in violation of these Terms and Conditions or any applicable law; (iv) if we reasonably believe that your use of Kaleidos’ Products & Services poses a security risk to us or to any third party; (v) if required by law enforcement or by a government agency, or otherwise in order to comply with applicable law or regulation; (vi) if you are using Kaleidos’ Products & Services for purposes other than those specified in these Terms and Conditions.
- In addition to the above, if the User is using a free trial or free subscription to Kaleidos’ Products & Services, Kaleidos may cancel the User’s subscription at any time, with or without prior notice, and with no liability to Kaleidos.
- If your User account is cancelled, blocked, or deleted by you or by us (under the circumstances stated in these Terms and Conditions), you may no longer have access to the information and data stored in or related to your User account.
- The fact that Kaleidos prevents the User from accessing or using Kaleidos’ Products & Services in accordance with the provisions of this Section shall not entail any liability for Kaleidos nor shall it entitle the User to make any kind of claim against Kaleidos, except for damages caused by Kaleidos’ willful misconduct, and provided that they are ruled by a court or tribunal.
7. DATA PROTECTION
7.1 - In order to have access to some functionalities of Kaleidos’ Products & Services, and, in particular, in order to register a User account, you must provide certain data and information.
7.3 - Kaleidos takes the utmost precautions when processing User's personal data.
7.4 - For further information on how your data will be processed when you access and navigate through our websites and platforms, please visit our Cookies Policy
8. WARRANTIES AND LIMITATION OF LIABILITY
8.1 - Kaleidos’ Products & Services are provided “AS IS” and “AS AVAILABLE”.
8.2 - Kaleidos’ Products & Services are provided without warranty of any kind, whether express or implied. Kaleidos specifically disclaims any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.
8.3 - You will be solely liable for any damages caused to third parties due to your use (or inability to use) Kaleidos’ Products & Services. Kaleidos shall be exempt from any liability in this regard, and you shall keep Kaleidos harmless from any claim arising in connection thereof.
8.4 - Other than as expressly stated in these Terms and Conditions (or as provided by law), Kaleidos does not warrant and shall not be liable for: (i) the vulnerability of Kaleidos’ Products & Services and/or the security measures adopted therein; (ii) the existence and/or transmission of viruses or other similar harmful components (you are responsible for implementing procedures and checkpoints that are adequate to guarantee your particular requirements for anti-virus protection, as well as for maintaining a means external to Kaleidos for any reconstruction of any lost data that may be needed); (iii) the lack of accessibility, availability, usefulness or performance of Kaleidos’ Products & Services; (iv) the unlawful access of a third party; (v) any compatibility problems between Kaleidos’ Products & Services and the User's device; (vi) failures of Kaleidos’ Products & Services caused by any type of technical or security failure affecting the servers of Kaleidos’ third party service providers; and (vi) any other failure that hinders, delays or prevents the proper functioning of Kaleidos’ Products & Services .
8.5 - Unless otherwise required by applicable law, in no event will Kaleidos be liable to you or to any third party for any loss of profits, loss of data, or any indirect, special, incidental, punitive or consequential damages of any kind arising out of, or in connection with these Terms and Conditions or with your use (or inability to use) Kaleidos’ Products & Services, even if Kaleidos has been advised or is otherwise aware of the possibility of such damages.
8.6 - In no event will Kaleidos’ total aggregate liability to you or to any third party arising out of or in connection to this Terms and Conditions or to your use of (or inability to use) Kaleidos’ Products & Services exceed the total amount of fees you (or, where applicable, your Customer) actually paid to Kaleidos during the twelve (12) months immediately prior to the accrual of the first claim.
8.7 - In the event that the applicable law does not allow the limitation or exclusion of certain liabilities as set forth herein, our liability shall be limited to the maximum extension permitted by the applicable law.
9. CUSTOMERS’ SPECIFIC DUTIES
In addition to any other term and obligation applicable to Users in general and to Customers in particular under these Terms and Conditions, the following terms shall apply to Customers:
- In the event you are a Customer, you will be responsible for any damages caused by your workspaces’ End Users’ use (or inability to use) Kaleidos’ Products & Services. Kaleidos shall be exempt from any liability in this regard, and you shall keep Kaleidos harmless from any claim arising in connection thereof.
- You are responsible for promptly suspending the access of any End User who you or Kaleidos reasonably consider that is using Kaleidos’ Products & Services in breach of these Terms and Conditions.
- You represent that you are entitled to transfer the relevant data (and, in particular, any personal data, including your End Users’ personal data) in order for Kaleidos and its service providers to lawfully use, transfer and process said data for the provision of the services related to Kaleidos’ Products & Services.
11. USERS’ COMMENTS AND INTERACTION
11.1 - Some of Kaleidos’ Products & Services’ functionalities may allow Users to participate in chats, leave comments or interact with each other and/or with Kaleidos.
11.2 - Users agree not to upload, distribute, or otherwise publish any content that is libelous, defamatory, obscene, pornographic, threatening, invasive of privacy or publicity rights, abusive, illegal, or which is in violation of third-party’s copyright, trademarks or other proprietary rights.
11.3 - Kaleidos reserves the right to remove any comments or interactions of the User in the event Kaleidos considers such comments or interactions to be in breach of these Terms and Conditions.
12. SUGGESTIONS AND COMPLAINTS
Any User who wishes to address a complaint, question or suggestion may do so by sending an email to email@example.com.
13.1 - We may send notices to you by e-mail, by posting them on the websites and/or dashboards of the different Kaleidos’ Products & Services or by any other method we choose. Such notice will be effective on dispatch.
13.2 - If you want to send notices to us, please use our physical address (calle Fortuny, 19, 1º IZQ, 28010 Madrid, Spain) or our email address (firstname.lastname@example.org). Such notice will be effective when received.
14. FORCE MAJEURE
14.1 - For the purposes of these Terms and Conditions, a force majeure event means any event or occurrence beyond the reasonable control of Kaleidos, including a breakdown or interruption in public or private telecommunications networks, war, riots, disasters, strikes, civil disorder, terrorist acts, unforeseen events, fires, pandemics, explosions, or any action by the authorities, including any government regulation.
14.2 - Kaleidos will not be liable for any failure, delay, or suspension in the performance of any of its obligations under these Terms and Conditions caused by a force majeure event.
15.1 - Kaleidos reserves the right to make, at any time and without prior notice, improvements, replacements or modifications to any functionality or content of Kaleidos’ Products & Services, as well as to discontinue Kaleidos’ Products & Services and its related services, with or without notice, and with no liability to Kaleidos.
15.2 - No failure by Kaleidos to assert any right or provision under these Terms and Conditions will constitute a waiver of that right or provision, unless expressly stated in writing by Kaleidos.
15.3 - Each provision of these Terms and Conditions will be enforceable separately. If any of these provisions are found by any court or competent authority to be illegal, invalid, or unenforceable, but it is legal, valid or enforceable if any part of it is so removed or amended, the provision in question shall be enforced with such removal or amendment as is necessary to make it legal, valid or enforceable and the remaining terms shall continue in full force and effect.
15.4 - Kaleidos reserves the right to modify or amend these Terms and Conditions or any of our other policies or guidelines, at any time upon notice to you. We may provide that notice in a variety of ways, including, without limitation, sending you an email or posting the revised Terms and Conditions on the websites and/or dashboards of the different Kaleidos’ Products & Services. You acknowledge that your continued access or use of Kaleidos’ Products & Services following such notice constitutes your acceptance of the modified Terms and Conditions.
15.5 - The original version of these Terms and Conditions is drawn up in English, and the English version of this Terms and Conditions shall prevail in the event of any conflict with any version of these Terms and Conditions or portion thereof that has been translated into another language (including Spanish).
16. APPLICABLE LAW AND JURISDICTION
16.1 - These Terms and Conditions shall be governed by the Laws of Spain (both national Spanish laws and all EU applicable laws).
16.2 - Where allowed by law, you and Kaleidos waive you/our own jurisdiction and agree to submit any conflict, controversy and/or claim related to these Terms and Conditions to the exclusive jurisdiction of the Courts of the City of Madrid.
16.3 - Users have the right to file a claim through the European Commission's online dispute resolution platform, which can be accessed via this link.