Terms of Service
Jun 26, 2023
Welcome to the website, products, application programming interface, software tools, integrations, data, documentation and online services (collectively, our “Service”) of kapa.ai, Inc. (“kapa”, we”, “our” or “us”). Our Service includes all content, data, information, reports, or other output transmitted by or through the Service from kapa to you (“kapa Data”), as well as various integrations with third party programs that you may install and utilize. This page explains the terms and conditions by which you may use our Service (the “Terms”). The Terms (or, if applicable, your written agreement with us) and any Order Form(s) (defined below) together with all documents referenced herein form the “Agreement” between you and us. When you access or use our Service, or by clicking a button or checking a box marked “I Agree” (or something similar), you signify that you have read, understood, and agree to be bound by the Agreement whether or not you are a registered user of our Service. You also acknowledge that you have read and understood how your personal information will be collected, used, and shared, as set forth in our Privacy Notice available at https://www.kapa.ai/privacy (“Privacy Notice”). We reserve the right to modify these Terms and will provide notice of these changes as described below. These Terms apply to all visitors, users, and others who access our Service (“Users”).
PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THESE TERMS CONTAIN A MANDATORY INDIVIDUAL ARBITRATION AGREEMENT IN SECTION 13.2 (THE “ARBITRATION AGREEMENT”) AND CLASS ACTION/JURY TRIAL WAIVER PROVISION IN SECTION 13.3 (THE “CLASS ACTION/JURY TRIAL WAIVER”) THAT REQUIRE, WITH ONLY SPECIFIED EXCEPTIONS IN SECTIONS 13.1 AND 13.2 OR UNLESS YOU OPT OUT PURSUANT TO THE INSTRUCTIONS IN SECTION 13.2, THE EXCLUSIVE USE OF FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS ONLY TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS, COLLECTIVE, PRIVATE ATTORNEY GENERAL OR REPRESENTATIVE ACTIONS OR PROCEEDINGS.
Please note that if you are an individual and you access or use our Service on behalf of a company or other entity, such as your employer (together with its affiliates, an “Organization” or “Customer”)), then: (i) the Agreement is a contract between us and you and us and that Organization; (ii) you represent and warrant that you have the authority to bind that Organization to the Agreement (and if you do not have that authority, you may not access or use our Service); (iii) your acceptance of the Agreement will bind such Organization to the terms of this Agreement; (iv) your individual right to access and use our Service may be suspended or terminated (and ownership and administration of your Service Account may be transferred) if you cease to be associated with, or cease to use an email address associated with or provisioned by, that Organization; (v) we may disclose information regarding you and your use of our Service with such Organization; and (vi) the terms “you” and “your”, as used in these Terms, refer to both you and such Organization. If you sign up for our Service using an email address associated with or provisioned by an Organization, or if an Organization pays fees due in connection with your access to or use of our Service (or reimburses you for payment of such fees), or otherwise, then, we may deem you to be accessing and using our Service on behalf of that Organization in our sole discretion.
1. How We Administer our Service.
This is a contract between you and kapa. You must read and agree to these Terms before using the Service. If you do not agree, you may not use the Service. You may use our Service only if you can form a legally binding contract with us (and on behalf of your Organization, as applicable), and only in compliance with the Agreement and all applicable local, state, national and international laws, rules and regulations. To use our Service, you must be at least thirteen (13) years of age. You represent and warrant that you meet the applicable age requirements and are competent to agree to the Agreement. If you are a minor (which is under the age of eighteen (18) in most states), you may use our Service only with the involvement of a parent or legal guardian and their consent and acknowledgement to the Agreement. If you are under 18, you represent and warrant that you have your parent or guardian’s permission to use our Service and that your parent or guardian is consenting to the Agreement. If you are a parent or legal guardian of a User under the age of 18, by allowing your child to use our Service, you are subject to these Terms and responsible for your child’s activity on our Service. Our Service is not available to any Users we previously removed from our Service.
1.2 The Service and Service Accounts.
Your account on our Service (your “Service Account”) gives you access to our Service that we may establish and maintain from time to time. We may maintain different types of Service Accounts for different types of users. You acknowledge that you do not own your Service Account. A subscription allows you to access the Services. A subscription may be procured through the Services interface, or in some cases, via an order form entered into between you and kapa (each an “Order Form”).
You may not use another User’s Service Account without such User’s permission. You are solely responsible for the activity that occurs on your Service Account, and you must keep your Service Account password(s) strong and secure. You should notify us immediately of any breach of security or unauthorized use of your Service Account. Any individual with administrator-level access to your Service Account can modify your Service Account settings, access and billing information. We will not be liable for any losses caused by any unauthorized use of your Service Account, or for any changes to your Service Account, including your ability to access your Service Account or Your Content (defined below), made by any individual with administrator-level access to your Service Account.
You may control certain aspects of your Service Account profile and how you interact with our Service by changing the settings in your settings page and by emailing our support team at email@example.com. By providing us with your email address, you consent to our using the email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other marketing or advertising messages, such as changes to features of our Service and special offers. If you do not want to receive such email messages, you may opt out or change your preferences by contacting our Service support team at firstname.lastname@example.org or by clicking the unsubscribe link within each marketing or advertising message. Opting out will not prevent you from receiving Service-related notices.
1.3 kapa.ai Service.
Our Services, including our kapa.ai service, are dependent upon understanding User inputs (including but not limited to typed text inputs) and providing an output that can assist Users. These inputs may be performed, and an output provided, through third party integrations that utilize the Service. To provide the Service, kapa reads and stores your conversations and inputs in real time, enabling our Services to provide prompt answers to your questions and to ensure that we can verify that the Service is working as intended. By using the Service, you acknowledge and agree that kapa may store communications and inputs initiated on, through or involving our Service, and that kapa may use these communications and inputs to monitor, develop and improve our Service and any other products and services that we may develop. You hereby grant to kapa a non-exclusive, worldwide, royalty-free right and license to process your communications, inputs and responses to provide the Services to you and your Users, including to prevent or address service or technical problems therein.
1.4 Your Interaction with Other Users.
YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS AND SHARING OF INFORMATION WITH OTHER USERS. WE RESERVE THE RIGHT, BUT HAVE NO OBLIGATION, TO MONITOR DISPUTES BETWEEN YOU AND OTHER USERS. WE EXPRESSLY DISCLAIM ALL LIABILITY ARISING FROM YOUR INTERACTIONS WITH OTHER USERS, OR FOR ANY USER’S ACTION OR INACTION, INCLUDING RELATING TO USE OF YOUR CONTENT.
1.5 Beta Products.
Occasionally, we look for beta testers to help us test our new features. These features will be identified as “beta” or “pre-release,” or words or phrases with similar meanings (each, a “Beta Product”). Beta Products are made available on an “as is,” and “as available” basis and, to the extent permitted under applicable law, without any warranties or contractual commitments we make for other Services.
2. What Is Inclued in Your Service Subscription, and What are the Restrictions.
2.1 Access to our Service.
Subject to your compliance with the Agreement and during the applicable Subscription Term, you may access and use our Service for your own business purposes or personal use, as applicable, except as may be limited by your Organization as described above, all in accordance with the Agreement and associated documentation we provide you.
2.2 Software License.
To the extent you receive any scripts, pixels, cookies (collectively, “Scripts”), or downloadable software, agents, SDKs, APIs, or other code provided by us in connection with our Services (together with the Scripts, the “Downloadable Software”), we grant to you a non-sublicensable, non-transferrable, non-exclusive, limited license to use the object code version of the Downloadable Software solely as reasonably necessary for your use of our Services in accordance with the Agreement. For clarity, except for the Downloadable Software, our software products are provided on a remote, software-as-a-service basis only. Unless expressly stated otherwise, all licenses to Downloadable Software are to machine-readable object code of such Downloadable Software. No license is granted in the source code of any Downloadable Software.
To the extent you receive any Kapa Data from us, we grant you and your Authorized Representatives a non-sublicensable, non-transferrable, non-exclusive, limited license to use the Kapa Data solely for your internal use and subject to the Agreement.
2.3 Restrictions and Acceptable Use.
Except to the extent a restriction is prohibited by law, you agree not to do, and not to assist, permit or enable any third party to do, any of the following:
(a) disassemble, reverse engineer, decode or decompile any part of our Service;
(b) use any robot, spider, scraper, data mining tool, data gathering or extraction tool, or any other automated means, to access, collect, copy or record our Service or to access the Service in a manner that sends more request messages to the Kapa servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that Kapa grants the operators of public search engines revocable permission to use spiders to copy publicly available materials from the Service for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials);
(c) copy, rent, lease, sell, loan, transfer, assign, sublicense, resell, distribute, modify, alter or create derivative works of any part of our Service, the Kapa Data, or any of our Intellectual Property (defined below) including without limitation by any automated or non-automated “scraping”;
(d) use our Service, including any Kapa Data, in any manner that impacts (i) the stability of our servers, (ii) the operation or performance of our Service or any User’s use of our Service, or (iii) the behavior of other applications using our Service;
(e) use our Service, Kapa Data, or any of our intellectual property in any manner or for any purpose that (i) violates or promotes the violation of any applicable law, regulation, legal requirement, contractual obligation or right of any person including, but not limited to, Intellectual Property Rights (as defined below), rights of privacy, or rights of personality, (ii) is fraudulent, false, deceptive or defamatory, (iii) promotes hatred, violence or harm against any individual or group, or (iv) otherwise may be harmful or objectionable (in our sole discretion) to us, our providers, our suppliers, our Users, or any other third party;
(f) use or display our Service, including any Kapa Data, in competition with us, to develop competing products or services, for benchmarking or competitive analysis of our Service, or otherwise to our detriment or disadvantage;
(g) access any content on the Service, including any Kapa Data, through any technology or means other than those provided or authorized by the Service;
(h) bypass the measures we may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein;
(i) attempt to interfere with, compromise the system integrity or security of, or decipher any transmissions to or from, the servers running our Service;
(j) transmit spam, chain letters, or other unsolicited email;
(k) transmit viruses, worms or other software agents through our Service;
(l) impersonate another person or misrepresent your affiliation with a person or entity, hide or attempt to hide your identity, or otherwise use our Service for any invasive or fraudulent purpose;
(m) collect or harvest any personally identifiable information, including account names, from the Service;
(n) share passwords or authentication credentials for our Service, or otherwise circumvent the measures we may use to prevent or restrict access to our Service or enforce limitations on use of our Service; or
(o) identify or refer to us or our Service in a manner that could reasonably imply an endorsement, relationship or affiliation with or sponsorship between you (or a third party) and us, without our prior express written consent.
3. Terms Applying to Your Content
As between us and you, you (or your licensors) will own any and all information, data, documentation and other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly, from you (or on your behalf) by or through our Service (“Your Content”). For an Organizational account, we may assume, in our sole discretion, that all of Your Content belongs to that Organization.
WE CLAIM NO OWNERSHIP RIGHTS OVER YOUR CONTENT. However, you understand that certain portions of our Service may allow certain other Users in connection with their use and access to your own products and/or services, to view, and/or otherwise interact with Your Content. By providing or sharing Your Content through our Service, you agree to allow such Users to view, and/or interact with Your Content in accordance with your settings and the Agreement. You agree to mark any sensitive or proprietary content as confidential prior to making such content available to any such User. We have the right (but not the obligation) in our sole discretion to remove any of Your Content that is shared via our Service. You hereby grant each such User a non-exclusive license to access Your Content through our Service, and to use, reproduce, distribute, display and perform Your Content, which you make available to such User through our Service. For clarity, if you are an Organization, kapa will not share Your Content with another Organization without both parties’ consent.
You further grant, and you represent and warrant that you have all rights necessary to grant, to us an irrevocable, perpetual, transferable, sublicensable (through multiple tiers), fully paid, royalty-free, and worldwide right and license to use, copy, store, modify, distribute and display Your Content: (i) to maintain and provide our Service to you and your Organization, including any Users that you direct to the Services; (ii) solely in de-identified form, to improve our products and services and for our other business purposes, such as data analysis, customer research, developing new products or features, and identifying usage trends (and we will own such de-identified data); and (iii) to perform such other actions as described in our Privacy Notice or as authorized by you in connection with your use of our Service.
For the purposes of these Terms, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
In connection with Your Content, you affirm, represent and warrant the following:
• You have the written consent, where required by applicable law of each and every identifiable natural person accessing the Services on your behalf, in the manner contemplated by our Service and the Agreement, and each such person has released you from any liability that may arise in relation to such use;
• You have obtained and are solely responsible for obtaining all consents as may be required by law to post any of Your Content relating to third parties;
• Your Content and our use thereof as contemplated by the Agreement and our Service will not violate any law or infringe any rights of any third party, including but not limited to any Intellectual Property Rights and privacy rights;
• Your Content does not include any information or material that a governmental body deems to be sensitive or classified information, and by providing Your Content to or through our Service, you are not violating the confidentiality rights of any third party; and
• We may exercise the rights to Your Content granted under the Agreement without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise.
Notwithstanding the foregoing, you agree that we may collect, analyze, use and disclose, during or after the Subscription Period, data derived from Your Content, which is anonymized and/or aggregated in a manner, that makes the identification of you or any third party impossible, for any business purpose, including without limitation, to operate, analyze, improve, and market the Services and our other products and services and share such anonymized data with our affiliates and business partners. You further agree that we will have the perpetual right to use, store, transmit, distribute, modify, copy, display, sublicense, and create derivative works of such derived data.
WE ARE NOT RESPONSIBLE FOR YOUR CONTENT OF ANY DATA OR THE WAY YOU OR YOUR AUTHORIZED REPRESENTATIVES CHOOSE TO USE THE SERVICES TO STORE OR PROCESS ANY OF YOUR DATA. YOU ARE RESPONSIBLE FOR ENSURING COMPLIANCE WITH ALL LAWS IN ALL JURISDICTIONS THAT MAY APPLY TO YOUR DATA PROVIDED HEREUNDER, INCLUDING BUT NOT LIMITED TO ALL APPLICABLE INTERNATIONAL, FEDERAL, STATE, PROVINCIAL AND LOCAL LAWS, RULES, AND REGULATIONS RELATING TO DATA PRIVACY AND SECURITY. UNLESS OTHERWISE AGREED TO IN WRITING, YOU MAY NOT SUBMIT ANY DATA OR USE THE SERVICES TO COLLECT ANY DATA THAT INCLUDES A SOCIAL SECURITY NUMBER, PASSPORT NUMBER, DRIVER’S LICENSE NUMBER, GOVERNMENT IDENTIFICATION NUMBER, OR SIMILAR IDENTIFIER, CREDIT CARD, DEBIT CARD NUMBER OR ANY FINANCIAL ACCOUNT NUMBER, HEALTH OR MEDICAL INFORMATION, LOGIN AND PASSWORD COMBINATION, OR ANY OTHER INFORMATION WHICH MAY BE SUBJECT TO SPECIFIC DATA PRIVACY AND SECURITY LAWS INCLUDING, BUT NOT LIMITED TO, THE GRAMM-LEACH-BLILEY ACT (GLBA), THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT (HIPAA), THE HEALTH INFORMATION TECHNOLOGY FOR ECONOMIC AND CLINICAL HEALTH ACT (HITECH), THE FAMILY EDUCATIONAL RIGHTS AND PRIVACY ACT OF 1974 (FERPA), THE CHILDREN’S ONLINE PRIVACY PROTECTION ACT (COPPA), OR ANY OTHER DATA WHICH COULD BE CONSIDERED TO BE SENSITIVE OR WHICH COULD GIVE RISE TO NOTIFICATION OBLIGATIONS UNDER ANY DATA BREACH NOTIFICATION LAWS . WE DO NOT MAKE ANY REPRESENTATIONS AS TO THE ADEQUACY OF THE SERVICES TO PROCESS YOUR CONTENT OR TO SATISFY ANY LEGAL OR COMPLIANCE REQUIREMENTS WHICH MAY APPLY TO YOUR CONTENT, OTHER THAN AS DESCRIBED HEREIN.
WE TAKE NO RESPONSIBILITY AND ASSUME NO LIABILITY FOR ANY OF YOUR CONTENT THAT YOU OR ANY OTHER USER OR THIRD-PARTY POSTS, SENDS, OR OTHERWISE MAKES AVAILABLE OVER OUR SERVICE. YOU SHALL BE SOLELY RESPONSIBLE FOR YOUR CONTENT AND THE CONSEQUENCES OF POSTING, PUBLISHING IT, SHARING IT, OR OTHERWISE MAKING IT AVAILABLE ON OUR SERVICE, AND YOU AGREE THAT WE ARE ONLY ACTING AS A PASSIVE CONDUIT FOR YOUR ONLINE DISTRIBUTION AND PUBLICATION OF YOUR CONTENT. YOU UNDERSTAND AND AGREE THAT ON OUR SERVICE YOU MAY BE EXPOSED TO CONTENT THAT IS INACCURATE, OBJECTIONABLE, INAPPROPRIATE FOR CHILDREN, OR OTHERWISE UNSUITED TO YOUR PURPOSE, AND YOU AGREE THAT WE SHALL NOT BE LIABLE FOR ANY DAMAGES YOU ALLEGE TO INCUR AS A RESULT OF OR RELATING TO ANY CONTENT ACCESSED ON OR THROUGH OUR SERVICE.
4. Our Intellectual Property
You acknowledge and agree that our Service, and all materials and content displayed or made available on our Service, other than Your Content, and all software, algorithms, code, technology and intellectual property underlying and included in or with our Service, and all Intellectual Property Rights therein and thereto throughout the world (collectively and individually, our “Intellectual Property”), are our (or our licensors’ as applicable) sole and exclusive property. Except as explicitly provided herein, nothing in the Agreement will be deemed to create a license in or under any Intellectual Property Rights, and you agree not to access, sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any of our Intellectual Property.
You may choose to, or we may invite you to submit, comments, feedback or ideas about our Service, including without limitation about how to improve our Service or our products (“Feedback”). By submitting any Feedback, you agree that we will own such Feedback, and that we are free to use the Feedback without any additional compensation to you, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, we do not waive any rights to use similar or related ideas previously known to us, or developed by our employees, or obtained from sources other than you.
5. Data Processing; Security
5.1 Personal Data.
“Personal Data” means any data or information that: (i) is linked or reasonably linkable to an identified or identifiable natural person; or (ii) is otherwise “personal data,” “personal information,” “personally identifiable information,” or similarly defined data or information under applicable privacy and data protection laws, rules, regulations, and governmental requirements, as they may be amended or otherwise updated from time to time. Except as otherwise outlined in an agreement between you and kapa, kapa will process Personal Data the provision of the Services in accordance with the Kapa privacy notice available at https://www.kapa.ai/privacy.
We have implemented commercially reasonable technical and organizational measures designed to secure your data and information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your data for improper purposes. You understand that internet technologies have the inherent potential for disclosure. You acknowledge that you provide your data at your own risk.
6. Payments, Billing and Subscription Plans
6.1 How We Bill for Our Service.
For Customers that purchase a subscription to use our Services, fees are specified through your online account or otherwise communicated to you by kapa — and must be paid in advance. For more information about the different tiers and pricing for a subscription, please visit our page at [LINK]. Payment obligations are non-cancelable once incurred subject to your cancellation rights in the Agreement. Except as expressly stated in the Agreement, fees paid are non-refundable. For clarity, in the event you downgrade any subscriptions or other recurring fees, you will remain responsible for any unpaid fees under the paid plan, and Services under the paid plan will be deemed fully performed and delivered upon expiration of the initial Subscription Period. Fees are stated exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). You will be responsible for paying all Taxes associated with its purchases, except for those taxes based on our net income.
6.2 Billing Policies.
If you elect to purchase a subscription to use our Services, or any other paid aspects of the Services, you agree to the pricing communicated to you by us. We may add new services for additional fees and charges, or add or amend fees and charges for existing services, at any time in our sole discretion, by giving to Customer at least thirty (30) calendar days' written notice, such increase to take effect at the beginning of the next billing cycle. If you are unhappy with the increase, you may give notice to terminate the Agreement, by giving at least thirty (30) calendar days' written notice to us prior to the next billing date, such notice to expire no later than the end of the then-current billing cycle. The fees will not increase during the notice period; otherwise, any change to such pricing shall become effective in the billing cycle following notice of such change as provided under the Agreement.
6.3 Billing and Cancellation.
To use the Services, you must provide one or more current, valid accepted payment card, as may be updated from time to time and which may include payment through your account with a third party (such method, a “Payment Method”). By providing a Payment Method, you agree that we or our Payment Processor (defined below) are authorized to periodically charge the applicable fees in addition to any applicable taxes and service fees on a recurring basis until you cancel your subscription or other such recurring fees. The fees for the Services and any other charges you may incur in connection with your use of the Services, such as taxes and possible transaction fees, will be charged to your Payment Method on the specific payment date indicated on your account. The length of your billing cycle will depend on the type of subscription that you choose when you signed up for the Services. Fees are fully earned upon payment. In some cases, your payment date may change, for example, if your Payment Method has not successfully settled, when you change your subscription plan or if your paid subscription began on a date not contained in a given month. We may authorize your Payment Method in anticipation of service-related charges through various methods, including authorizing it up to one month of service as soon as you register.
If you elect to cancel your subscription before the end of the Subscription Period, you will still be able to access the Service until the end of the Subscription Period. No refunds will be provided for an early cancellation of your subscription.
6.4 Payment Information.
We use a third-party payment processor (“Payment Processor”), currently Stripe, Inc., to process payments you make in connection with the Services. We or our Payment Processor will attempt to verify the Payment Method you provide, and may do so by processing an authorization hold, which is standard practice. Please see Payment Processor’s privacy statement available on its website for information on how Payment Processor collects and uses personal information. Payment must be received by Payment Processor before our acceptance of an order, and must use one of the payment methods accepted by the Payment Processor. We do not view or store your full credit card or other Payment Method information. For all payments, Payment Processor will collect your Payment Method details and charge your chosen Payment Method in connection with an order. You acknowledge and agree that we are not responsible for any breaches of credit card or other Payment Method security or privacy.
You represent and warrant that: (i) the account, order, and Payment Method information you supply to us or Payment Processor, as applicable, is true, correct, and complete; (ii) you are duly authorized to use such Payment Method; (iii) you will pay any charges that you incur in connection with the Services, including any applicable taxes; (iv) charges incurred by you will be honored by your Payment Method company; (v) you will pay all charges incurred by you at the posted prices, including all applicable taxes, if any; (vi) you will not allow anyone else to use your subscription; (vii) you will not transfer your subscription or password to anyone else; and (viii) you will report to us any unauthorized or prohibited access or use of your subscription or password.
If any of your account, order, or Payment Method information changes, you agree to promptly update this information, so that we or Payment Processor may complete your transactions and contact you as needed. We are not liable for any unauthorized use of your credit card, debit card, or other Payment Method by a third-party in connection with your use of the Services or your subscription.
YOU CAN CANCEL YOUR SUBSCRIPTION AT ANY TIME BY PROVIDING US WITH AT LEAST THIRTY (30) CALENDAR DAYS NOTICE PRIOR TO YOUR NEXT SUBSCRIPTION BILLING OF YOUR INTENT TO CANCEL. YOU CAN PROVIDE CANCELLATION NOTICE THROUGH OUR WEBSITE. YOU MUST CANCEL YOUR SUBSCRIPTION BEFORE IT RENEWS IN ORDER TO AVOID BEING CHARGED FOR THE NEXT CYCLE’S FEES. If you cancel your subscription, the cancellation will become effective at the end of the then-current Subscription Period and you will continue to have access to your subscription through your account. If you cancel your subscription, we will retain your information in accordance with our Privacy Notice.
EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THE AGREEMENT, UNLESS REQUIRED BY APPLICABLE LAW, WE DO NOT PROVIDE REFUNDS FOR ANY SUBSCRIPTION OR LOCATIONS; NOR DO WE PROVIDE CREDIT, REFUNDS, OR PRORATED BILLING FOR SUBSCRIPTIONS THAT ARE CANCELED.
7. Term and Termination
7.1 Subscription Term.
A subscription continues until terminated or canceled. The Agreement remains effective until all subscriptions ordered under the Agreement have expired or been terminated or the Agreement itself terminates. Termination of the Agreement will terminate all subscriptions.
All subscriptions automatically renew for additional periods equal to the preceding Subscription Period. The per-unit pricing during any automatic renewal Subscription Period will be the then-current price communicated to you by us. Either party can give the other notice of non-renewal at least thirty (30) calendar days before the next billing date during the Subscription Period to stop a subscription from automatically renewing.
7.3 Termination for Cause.
kapa or you may terminate the Agreement on notice to the other party if the other party materially breaches the Agreement and such breach is not cured within ten (10) calendar days after the non-breaching party provides notice of the breach. If you are an Organization, you are responsible for the conduct of all of your Users, including for any breaches of the Agreement caused by such Users. We may terminate the Agreement immediately on notice to you if we believe that the Services are being used by you in violation of applicable law or regulations.
7.4 Termination Without Cause.
You may terminate your subscription immediately without cause subject to the thirty (30) calendar days written notice period. We may also terminate the Agreement without cause, but we will provide you with thirty (30) calendar days prior written notice. Notwithstanding the foregoing, we may elect to terminate your access to the Services at any time and for any reason without cause.
7.5 Your Service Account Following Termination or Expiration.
Upon termination of your Service Account, kapa will continue to store Your Content pursuant to our Privacy Notice. After termination, we may, in our discretion, permanently delete Your Content from our servers.
8. Your Use of Third-Party Services
ALL OR SOME PORTIONS OF THE SERVICE, INCLUDING THE DOWNLOADABLE SOFTWARE, MAY PROVIDE LINKS TO OR INCORPORATE THIRD PARTY SOFTWARE SUBJECT TO ADDITIONAL AND/OR SEPARATE TERMS AND CONDITIONS, INCLUDING BUT NOT LIMITED TO OPEN-SOURCE SOFTWARE LICENSES AND OTHER THIRD-PARTY SOFTWARE LICENSE TERMS AND CONDITIONS (“THIRD-PARTY COMPONENTS”). TO THE EXTENT ANY THIRD-PARTY COMPONENT MAY BE OFFERED UNDER AN OPEN-SOURCE SOFTWARE LICENSE, WE WILL MAKE THAT LICENSE AVAILABLE TO YOU. IF THERE IS A CONFLICT BETWEEN THE TERMS AND CONDITIONS APPLICABLE TO ANY SUCH THIRD-PARTY COMPONENTS AND THIS AGREEMENT, THE THIRD-PARTY COMPONENTS TERMS AND CONDITIONS SHALL CONTROL. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, ALL THIRD-PARTY COMPONENTS ARE MADE AVAILABLE ON AN “AS IS” BASIS WITHOUT WARRANTY OF ANY KIND
You agree to defend, indemnify and hold us and our affiliates, agents, suppliers or licensors (and our and their employees, contractors, agents, officers and directors) harmless from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees, the foregoing, together, “Losses”) arising from: (i) your access to or use of our Service, including any kapa Data; (ii) your violation of any aspect of the Agreement, including without limitation your breach of any of your representations and warranties; (iii) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iv) your violation of any applicable law, rule or regulation; (v) Your Content, including without limitation any misleading, false, or inaccurate information in Your Content; (vi) your willful misconduct; or (vii) any third party’s access to or use of our Service with your username(s), password(s) or other security code(s).
If you are an Organization accessing the Services pursuant to an Order Form or some other written agreement between your Organization and kapa, kapa will defend, indemnify and hold your Organization and your affiliates, agents, suppliers or licensors harmless from and against any and Losses arising from (i) kapa’s violation of any aspect of this Agreement, (ii) kapa’s violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights (solely to the extent that such claims for Losses do not involve Your Content); (iii) kapa’s willful misconduct.
10. No Warranty; Disclaimers
OUR SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOUR USE OF OUR SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OUR SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, WE, OUR SUBSIDIARIES, OUR AFFILIATES, AND OUR LICENSORS DO NOT WARRANT THAT ANY CONTENT ON OUR SERVICE IS ACCURATE, RELIABLE OR CORRECT; THAT OUR SERVICE WILL MEET YOUR REQUIREMENTS; THAT OUR SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT OUR SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM YOUR USE OF OUR SERVICE OR ANY DOWNLOAD OF CONTENT THROUGH THE USE OF OUR SERVICE. YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.
11. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE OR OUR AFFILIATES, AGENTS, SUPPLIERS OR LICENSORS (OR OUR OR THEIR EMPLOYEES, CONTRACTORS, AGENTS, OFFICERS OR DIRECTORS) BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, OUR SERVICE. UNDER NO CIRCUMSTANCES WILL WE BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF OUR SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (A) ERRORS, MISTAKES, OR INACCURACIES OF YOUR CONTENT; (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICE; (C) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICE; (D) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (E) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH OUR SERVICE; AND/OR (F) YOUR DATA OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.
IN NO EVENT WILL WE OR OUR AFFILIATES, AGENTS, SUPPLIERS OR LICENSORS (OR OUR OR THEIR EMPLOYEES, CONTRACTORS, AGENTS, OFFICERS OR DIRECTORS) BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO US HEREUNDER OR $100.00, WHICHEVER IS GREATER.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THE AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY BY JURISDICTION. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THE AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
12. Confidential Information
12.1 Confidential Information.
From time to time, kapa and your Organization, may disclose or make available to each other, non-public, proprietary, or confidential information(“Confidential Information”). kapa Confidential Information includes any information, including information from other Users shared via the Services, that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including non-public business, product, technology and marketing information. Your Organization’s Confidential Information includes certain portions of Your Content that you share with kapa pursuant to the Services and which is marked as confidential. Notiwthstanding the foregoing, Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result breach of this confidentiality section; (ii) is or becomes available to kapa or your Organization on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (iii) was in the your possession prior to the disclosure thereof; or (iv) was or is independently developed by without using any Confidential Information belonging to the other party.
12.2 Protection and Use of Confidential Information.
You and kapa shall: (i) protect and safeguard the confidentiality of Confidential Information with at least the same degree of care as you or kapa, in each case, would protect its own Confidential Information, but in no event with less than a commercially-reasonable degree of care; (ii) only use Confidential Information, and only permit it to be accessed or used, for the purpose of exercising the rights or performing the obligations under the Agreement, for the purpose of exploring a business relationship (or changes to the business relationship) between the parties; and (iii) not disclose any Confidential Information to any person or entity, except to service providers or financial/legal advisors who need to know the Confidential Information and are bound to confidentiality obligations at least as restrictive as those in the Agreement.
12.3 Compelled Access or Disclosure.
If you or kapa are required by applicable law or legal process to disclose any Confidential Information of the other party, you or kapa, in each case, shall, prior to making such disclosure, use commercially reasonable efforts to notify the other party of such requirements to afford the opportunity to seek, at such party’s sole cost and expense, a protective order or other remedy.
12.4 Injunctive Relief.
Each of the parties to the Agreement acknowledges that the other party will be irreparably harmed if Confidential Information of the other is distributed in breach of this Section, and that such other party would not have an adequate remedy at law in the event of such an actual or threatened breach. Therefore, each of the parties agrees that the other party shall be entitled to seek injunctive relief against any actual or threatened breaches of this Section by the other party without the necessity of showing actual damages or showing that monetary damages would not afford an adequate remedy.
13. Governing Law, Arbitration, and Class Action/Jury Trial Waiver
13.1 Governing Law.
You agree that: (i) we will be deemed solely based in the State of New York; and (ii) our Service will be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than New York. The Agreement will be governed by the internal substantive laws of New York, without respect to its conflict of laws principles. The parties acknowledge that the Agreement evidences a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, the Federal Arbitration Act (9 U.S.C. §§ 1-16) (“FAA”) governs the interpretation and enforcement of the Arbitration Agreement in Section 13.2 and preempts all state laws to the fullest extent permitted by law. If the FAA is determined to not apply to any issue that arises from or relates to the Arbitration Agreement, then that issue shall be resolved under and governed by the law of your state of residence. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the exclusive personal jurisdiction of the federal and state courts located in New York, New York for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration Agreement below, including any provisional relief required to prevent irreparable harm. You agree that New York, New York is the proper and exclusive forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.
READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US. This section 13.2 (the “Arbitration Agreement”) applies to and governs any dispute, controversy, or claim between you and us that arises out of or relates to, directly or indirectly: (i) the Agreement, including the formation, existence, breach, termination, enforcement, interpretation, validity, or enforceability thereof; (ii) access to or use of our Service, including receipt of any advertising, marketing, or other communications from us; (iii) any transactions through, by, or using our Service; or (iv) any other aspect of your relationship or transactions with us, directly or indirectly, as a user or consumer (“Claim” or collectively, “Claims”). The Arbitration Agreement shall apply, without limitation, to all Claims that arose or were asserted before or after your consent to the Agreement.
If you are a new User, you can reject and opt-out of this Arbitration Agreement within thirty (30) days of accepting the Agreement by emailing us at email@example.com with your first and last name and stating your intent to opt-out of the Arbitration Agreement. Opting out of this Arbitration Agreement does not affect the binding nature of any other part of the Agreement, including the provisions regarding controlling law or in which courts any disputes must be brought.
For any Claim, you agree to first contact us at firstname.lastname@example.org and attempt to resolve the dispute with us informally. In the unlikely event that we have not been able to resolve a Claim after sixty (60) days, we each agree to resolve any Claim through binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS (the “Rules”), except as provided herein. JAMS may be contacted at www.jamsadr.com, where the Rules are available. In the event of any conflict between the Rules and this Arbitration Agreement, the Arbitration Agreement shall control. The arbitration will be conducted in the U.S. county where you live or San New York, New York, unless you and we agree otherwise. If you are using our Service for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator will include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. If you are an individual using our Service for non-commercial purposes: (i) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. You and we agree that the arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether the Agreement, or any provision of the Agreement, is unconscionable or illusory or any defense to arbitration, including waiver, delay, laches, unconscionability, or estoppel.
NOTHING IN THIS SECTION WILL BE DEEMED AS: PREVENTING US FROM SEEKING INJUNCTIVE OR OTHER EQUITABLE RELIEF FROM THE COURTS AS NECESSARY TO PREVENT THE ACTUAL OR THREATENED INFRINGEMENT, MISAPPROPRIATION, OR VIOLATION OF OUR DATA SECURITY, INTELLECTUAL PROPERTY RIGHTS OR OTHER PROPRIETARY RIGHTS; OR PREVENTING YOU FROM ASSERTING CLAIMS IN SMALL CLAIMS COURT, IF YOUR CLAIMS QUALIFY AND SO LONG AS THE MATTER REMAINS IN SUCH COURT AND ADVANCES ON ONLY AN INDIVIDUAL (NON-CLASS, NON-COLLECTIVE, AND NON-REPRESENTATIVE) BASIS.
If this Arbitration Agreement is found to be void, unenforceable, or unlawful, in whole or in part, the void, unenforceable, or unlawful provision, in whole or in part, shall be severed. Severance of the void, unenforceable, or unlawful provision, in whole or in part, shall have no impact on the remaining provisions of the Arbitration Agreement, which shall remain in force, or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement. Notwithstanding the foregoing, if the Class Action/Jury Trial Waiver is found to be void, unenforceable, or unlawful, in whole or in part, because it would prevent you from seeking public injunctive relief, then any dispute regarding the entitlement to such relief (and only that relief) must be severed from arbitration and may be litigated in a civil court of competent jurisdiction. All other claims for relief subject to arbitration under this Arbitration Agreement shall be arbitrated under its terms, and the parties agree that litigation of any dispute regarding the entitlement to public injunctive relief shall be stayed pending the outcome of any individual claims in arbitration.
13.3 Class Action/Jury Trial Waiver.
WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED OUR SERVICE FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AND WE AGREE THAT THE ARBITRATOR MAY AWARD RELIEF ONLY TO AN INDIVIDUAL CLAIMANT AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF ON INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED MAY NOT AFFECT OTHER USERS. YOU AND WE AGREE THAT, BY ENTERING INTO THE AGREEMENT, YOU AND WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.
14. U.S. Government Restricted Rights
If our Service is being used by the U.S. Government, our Service is commercial computer software and documentation developed exclusively at private expense, and (i) if acquired by or on behalf of a civilian agency, will be subject to the terms of this computer software license as specified in 48 C.F.R. 12.212 of the Federal Acquisition Regulations and its successors; and (ii) if acquired by or on behalf of units of the Department of Defense (“DOD”) will be subject to the terms of this commercial computer software license as specified in 48 C.F.R. 227.7202-3, DOD FAR Supplement and its successors.
15. Export Controls
You understand and acknowledge that our Service may be subject to export control laws and regulations. You agree to comply with all applicable export and re-export control and trade and economic sanctions laws, including the Export Administration Regulations maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC), and the International Traffic in Arms Regulations maintained by the U.S. State Department. Neither you, nor any person that is acting on your behalf, or, if you are an Organization, any of your subsidiaries, or any of your or their directors, officers or employees, or any person owning 50% or more of your equity securities or other equivalent voting interests, is (i) a person on the List of Specially Designated Nationals and Blocked Persons or any other list of sanctioned persons administered by OFAC or any other governmental entity, or (ii) a national or resident of, or a segment of the government of, any country or territory for which the United States maintains trade and economic sanctions or embargoes.
16. DMCA Notice
We respect content owner rights, and it is our policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”).
If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via our Service, please notify our copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA, you must provide all of the following information in writing:
(a) An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
(b) Identification of the copyrighted work that you claim has been infringed;
(c) Identification of the material that is claimed to be infringing and where it is located on our Service;
(d) Information reasonably sufficient to permit us to contact you, such as your address, telephone number, and, e-mail address;
(e) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and
(f) A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.
The above information must be submitted to our DMCA Agent using the following contact information:
[Insert Company name]
UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.
Please note that the preceding requirements do not constitute legal advice. In accordance with the DMCA and other applicable law, we have adopted a policy of terminating, in appropriate circumstances, users who are deemed to be repeat infringers. We may also at our sole discretion limit access to our Service and/or terminate our Service Accounts of any users who infringe any Intellectual Property Rights of others, whether or not there is any repeat infringement.
17. Our Publicity Rights
We may identify you, and if applicable, your Organization, as a User in our promotional materials. We will promptly stop doing so upon your request sent to email@example.com.
18. General Provisions
The Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you without our prior express written consent, but may be assigned by us without restriction. Any attempted transfer or assignment in violation hereof will be null and void.
18.2.Notification Procedures and Changes to these Terms.
We may provide notifications, whether such notifications are required by law or are for marketing or other business-related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website or through the Services, as we determine in our sole discretion. We reserve the right to determine the form and means of providing notifications to our users, provided that you may opt out of certain notifications as required under applicable laws or as described in these Terms or our Privacy Notice. We are not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. We may, in our sole discretion, modify or update these Terms from time to time, and so you should review this page periodically. When we change these Terms in a material manner, we will update the ‘last modified’ date at the top of this page and notify you that material changes have been made to these Terms. These Terms apply to and govern your access to and use of our Service effective as of the start of your access to or use of our Service, even if such access or use began before publication of these Terms. Your continued use of our Service after any such change constitutes your acceptance of the new Terms of Service. If you do not agree to any part of these Terms or any future Terms of Service, do not use or access (or continue to access) our Service.
18.3 Entire Agreement/Severability.
The Agreement, together with any amendments and any additional agreements you may enter into with us in connection with our Service, will constitute the entire agreement between you and us concerning our Service. None of our employees or representatives are authorized to make any modification or addition to the Agreement. Any statements or comments made between you and any of our employees or representatives are expressly excluded from the Agreement and will not apply to you or us or your use of our Service. Except as otherwise stated in Section 13.2, if any provision of the Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of the Agreement, which will remain in full force and effect.
18.4 No Waiver.
No waiver of any term of the Agreement will be deemed a further or continuing waiver of such term or any other term, and our failure to assert any right or provision under the Agreement will not constitute a waiver of such right or provision.
If you have any questions about these Terms, or the Agreement, please contact us at firstname.lastname@example.org.
If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.
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