These Terms of Service (the “Terms”) govern access to and use of the K9 Share file sharing and document editing service (the “Service”) operated by K9 Share (“K9 Share”, “we”, “us”). By using the Service, the organisation that subscribes to it (the “Customer”) and each individual it authorises (“Users”) agree to these Terms. If you use the Service on behalf of an organisation, you confirm that you are authorised to bind it.
These Terms apply together with the order form, proposal or other written agreement between K9 Share and the Customer (the “Order Form”). If they conflict, the Order Form prevails for the matters it covers.
2. The Service
K9 Share provides a private, white-label platform, hosted in a datacenter in Dubai, UAE, that allows the Customer’s Users to store and share files with internal users and groups and through public links, to co-edit Word, Excel and PowerPoint documents in real time in a web browser, to search document contents including text recognised from scanned PDFs and images in Arabic and English, and to use features such as approval workflows, electronic signatures, retention policies, version history, team folders and guest accounts. The interface is available in English and Arabic and can be branded with the Customer’s logo, colours and domain.
We may improve and update the Service from time to time. We will not make changes that materially reduce its core functionality during the term of an Order Form without reasonable notice.
3. Accounts and security
The Customer is responsible for the accounts it creates and for all activity under them. The Customer and its Users must:
provide accurate account information and keep it up to date;
keep credentials confidential and use the two-factor authentication and password controls the Service provides;
configure sharing, public links, guest access and retention settings appropriately for the content stored; and
notify us promptly at support@elitevad.com of any suspected unauthorised access to the Service.
4. Acceptable use
The Customer and its Users must not use the Service to:
store, share or transmit content that is unlawful, infringing, defamatory, obscene or that otherwise violates the rights of others or the laws of the United Arab Emirates;
upload malware or attempt to circumvent the antivirus scanning or the blocking of executable uploads;
attempt to gain unauthorised access to the Service, to other accounts or to the systems and networks it runs on, or probe, scan or test their vulnerability without our written permission;
interfere with or disrupt the Service, including by automated means that place an unreasonable load on it;
resell, sublicense or make the Service available to third parties other than as agreed in the Order Form; or
reverse engineer, decompile or attempt to extract the underlying code of the Service, except to the extent that the law permits despite this restriction.
5. Customer content
As between the parties, the Customer retains all rights in the files, documents and other material it or its Users upload, create or share through the Service (“Customer Content”). The Customer grants K9 Share a limited, non-exclusive licence to host, store, copy, process and transmit Customer Content solely to provide the Service to the Customer, including for scanning, text recognition, search indexing and support.
The Customer is responsible for the legality, accuracy and appropriateness of Customer Content and for having the rights and permissions necessary to store and share it. We do not access Customer Content except as needed to provide and secure the Service, to provide support at the Customer’s request, or as required by law. Our handling of personal data in Customer Content is described in our Privacy Policy.
6. Confidentiality
Each party must keep the other’s confidential information confidential, use it only to perform or receive the benefit of these Terms, and disclose it only to personnel and advisers who need to know it and who are bound by equivalent obligations. Customer Content is the Customer’s confidential information. These obligations do not apply to information that is or becomes public through no fault of the receiving party, was already lawfully known to it, is independently developed, or is lawfully received from a third party. A party may disclose confidential information where required by law or by a competent authority, after giving the other party notice where the law permits.
7. Availability and support
We will use reasonable skill and care to operate the Service and to keep it available. The Service may be unavailable from time to time for maintenance, updates or reasons beyond our reasonable control. Except as expressly stated in an Order Form, we make no commitment to a specific level of availability, response time or performance. Support is available by email at support@elitevad.com.
8. Fees and payment
The Customer will pay the fees set out in the Order Form, in the currency and at the times stated there. Unless the Order Form states otherwise, fees are exclusive of applicable taxes, which the Customer must pay in addition. Undisputed invoices are payable within the period stated in the Order Form. We may suspend the Service for non-payment after giving reasonable written notice.
9. Term, suspension and termination
These Terms start when the Customer first uses the Service or signs the Order Form, whichever is earlier, and continue for the term stated in the Order Form.
Either party may terminate for the other’s material breach if the breach is not remedied within a reasonable period after written notice.
We may suspend access, in whole or in part, where it is reasonably necessary to protect the Service, other customers or any person, where required by law, or where the Customer or its Users breach the acceptable use terms.
On termination or expiry, the Customer’s right to use the Service ends. We will make Customer Content available for export for the period stated in the Order Form and will then delete it, unless the law requires us to retain it.
Provisions that by their nature should continue, including those on confidentiality, disclaimers, limitation of liability, indemnity and governing law, survive termination.
10. Disclaimers
To the fullest extent permitted by law, the Service is provided “as is” and “as available”. Except as expressly stated in these Terms or the Order Form, we disclaim all warranties, express or implied, including any implied warranties of merchantability, fitness for a particular purpose and non-infringement. We do not warrant that the Service will be uninterrupted or error-free, that text recognition will be accurate in every case, or that all malware or unauthorised access will be prevented. Nothing in these Terms excludes any warranty or liability that cannot be excluded under applicable law.
11. Limitation of liability
To the fullest extent permitted by law, neither party is liable to the other for any indirect, incidental, special or consequential loss, or for loss of profit, revenue, goodwill or anticipated savings, arising out of or in connection with these Terms, even if advised of the possibility of such loss.
To the fullest extent permitted by law, the total liability of K9 Share to the Customer arising out of or in connection with these Terms, whether in contract, tort (including negligence) or otherwise, is limited to the fees paid or payable by the Customer for the Service in the twelve months preceding the event giving rise to the claim.
Nothing in these Terms limits liability for fraud, gross negligence, wilful misconduct, or any other liability that cannot be limited under applicable law.
12. Indemnity
The Customer will indemnify and hold harmless K9 Share from and against third-party claims, and the resulting losses, damages and reasonable costs, arising from Customer Content or from the Customer’s or its Users’ breach of the acceptable use terms or of applicable law, provided that K9 Share promptly notifies the Customer of the claim, allows the Customer to control its defence and settlement, and gives reasonable assistance at the Customer’s expense.
13. Governing law and jurisdiction
These Terms, and any dispute or claim arising out of or in connection with them or the Service, are governed by the laws of the United Arab Emirates as applied in the Emirate of Dubai. The courts of Dubai have exclusive jurisdiction over any such dispute or claim.
14. Changes to these Terms
We may update these Terms from time to time. The effective date at the top of this page shows when they were last updated. Where a change is material, we will give the Customer reasonable notice, and the updated Terms will apply from the date stated in the notice. Continued use of the Service after that date means the Customer accepts the updated Terms. Changes to an Order Form require the written agreement of both parties.
15. General
These Terms and the Order Form are the entire agreement between the parties on their subject matter. If any provision is held to be unenforceable, the remainder continues in effect. A failure to enforce a right is not a waiver of it. Neither party may assign these Terms without the other’s written consent, except to a successor to substantially all of its business. Neither party is liable for delay or failure caused by events beyond its reasonable control.
