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Terms Of Use

This policy reflects all the general Terms to operate to avoid any misrepresented or illegal use on our website or any other assets.

 

These Terms of Service along with any other terms and policies referenced herein, and are incorporated herein by reference and form an integral part hereof, as amended from time to time (these “Terms”)  constitute a legally binding agreement, governing your access to, and the use of kroolo.com, kroolo.ai and any related website or digital assets (the “Websites”), owned or operated by Kroolo Labs, Inc. or any Kroolo Labs, Inc. subsidiaries  (“Kroolo”, “us”, “we” or “our”), and any data, text, files, information, usernames, images, graphics, photos, profiles, audio and video clips, sounds, musical works, works of authorship, applications, links, created tasks and associated information, text, files and other content or materials (together, the “Content”) uploaded, downloaded, or appearing on our websites or applications. For purposes of these Terms, “you” and “your” means you as the user of the Service. “Services” means Kroolo’s online software-as-a-service platform and services including any related APIs provided by Kroolo, together with all related mobile and desktop applications, and Add-ons to which you subscribe.

You acknowledge that these Terms, along with Privacy Policy, govern your access and use of the Service. If you are accessing or using the Service on behalf of your employer, an organization, business, or other legal entity (each an “Organization”), or if you are accessing or using the Service under any Subscription Plan, then your use of the Services, including ownership of any content created, stored, or transmitted using the Service, shall be exclusively governed by and subject to Kroolo’s Master Subscription Agreement.

In case you represent any Organization,  you hereby represent that (i) you have full legal authority to bind your employer or such entity (as  applicable) to these Terms; and (ii) after reading and understanding these Terms, you agree to these Terms on behalf of the Organization, and these Terms shall bind. PLEASE NOTE THAT YOU ARE DEEMED AS AN  AUTHORIZED REPRESENTATIVE OF YOUR EMPLOYER OR AN ENTITY (AS APPLICABLE) IF YOU  ARE USING THE ORGANIZATION EMAIL ADDRESS IN REGISTERING INTO THE  SERVICE.

IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE NIFTY WEBSITE, MOBILE, DESKTOP & WEB APPLICATIONS AND YOU MUST DISCONTINUE USE IMMEDIATELY.

 

1. Content

Content Ownership

We do not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your User Content. Subject to the foregoing, Kroolo and its licensors exclusively own all right, title and interest in and to the Services and Contents, including all associated intellectual property rights. You acknowledge that the Services and Contents are protected by copyright, trademark, and other laws of the United States and any jurisdictions where we operate. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Contents.

 

Rights in User Content Granted by You

By making any User Content available through the Service, you hereby grant us a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, to use, host, cache, store, reproduce, transmit, publicly display, publicly perform, publish, distribute and modify (for formatting purposes only), your User Content solely in connection with operating and providing the Services and Contents to you and, depending on the permission you grant, to other users, individuals, and/or Organizations. Subject to the foregoing license, as between Kroolo and you, you retain any and all of your rights to your User Content. You acknowledge that if you provide Organization Content, then the ownership of such Organization Content may be as set forth in any agreement between you and the Organization, and in the absence of such agreement, then as between you and the Organization, the Organization may own the rights to any such Organization Content.

 

Your Responsibility for User Content

You are solely responsible for your User Content. You represent and warrant that you own your User Content or you have all rights that are necessary to grant us the license rights in your User Content under these Terms. You also represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Service, nor any use of your User Content by Kroolo on or through the Service will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation or violate any agreement you have with any third party.

Sharing User Content

You may designate your User Content as “public” (such as posting User Content to an Organizational Workspace) or “private”. You agree that User Content you designate as public will be accessible by and be available to other users of the Service to whom you grant access to such publicly designated User Content. Consequently, you understand and agree that such users will have the right to view, comment on and tag your publicly designated User Content. If you grant users additional permissions with respect to your User Content, you understand and agree that such users will, depending on the permissions you grant, have the ability to use, publish, view, edit, duplicate or delete such User Content. You grant Kroolo all rights necessary to make any of your publicly designated User Content available to other users of the Service and to permit those users to engage in the activities described in this Section with respect to your publicly designated User Content.

 

Rights in Content Granted by Kroolo

Subject to your compliance with these Terms, Kroolo grants to you a limited, non-exclusive, non-transferable license, with no right to sublicense, to download, view, copy, display and print the Kroolo Content solely in connection with your permitted use of the Services and solely for your personal and non-commercial purposes.

 

Kroolo Content & Use Policy Content

You agree that your use of the Service and all User Content will comply with Kroolo’s Content & Use Policy. Although we’re not obligated to monitor access to or use of the Service or Content or to review or edit any Content, we have the right to do so for the purpose of operating the Service, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any Content, including User Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any Content to be objectionable or in violation of these Terms.

 

2. The Service

 

Our Service

 

Kroolo is a Software as a Subscription (SaaS) platform that offers productivity solutions, inclusive of any and all functionalities, application programming interface (API) and other such tools, offered on Kroolo Websites, via online (Websites), mobile applications (Mobile Apps), referred as the “Services''. Specific Terms may apply to You or to some of the Services, such specific terms are incorporated herein  by reference and form an integral part hereof.

Modification or Discontinuation of the Service

 

We may add, modify or discontinue any feature, functionality or any other tool, within the Services and/or Websites, at our own discretion and without further notice, however, if we make any material adverse change in the core functionality of the Service, then we will notify you by posting an announcement on the Websites, Mobile Apps and/or via the Service or by sending you an email.

 

No Contingency on Future Releases and Improvements

 

You hereby acknowledge that your purchase of the Service and/or Third Party Services (as defined below) hereunder are not contingent on the delivery by us of any future release of any functionality or feature, including without limitation, the continuance of: (i) a certain Service beyond its current Subscription Term; or (ii) Third Party Services, or dependent on any public comments we make, orally or in writing, regarding any future functionality or feature.

 

3. Account Administration

 

 

Account Registration

 

To register to the Service for the first time, you shall create an account. By creating an account (“Account”) and registering to the Service, you become, either  individually or on behalf of your Organization, either your employer or any entity, on behalf of whom you created the Account, a Kroolo customer (the “Customer”). The first user of the Account is automatically assigned as the Account administrator (the “Admin”).

Your Registration Information

 

When creating an Account or when you are added into an Account and creating your user profile (the “User Profile”), you: (i) agree to provide us with accurate and complete information during the registration; (ii) acknowledge that it is your responsibility to ensure that your password remains confidential and secure; (iii) agree that you are fully responsible for all activities that occur under your User Profile and password, including any integration or any other use of third party products or services (and associated disclosure of data) in connection with the Service; and (iv) undertake to promptly notify us in writing if you become aware of any unauthorized access or use of your Account or User Profile and/or any breach of these Terms. We may assume that any communications we receive under your User Profile have been made by you. Customers will be solely responsible and liable for any losses, damages, liability and expenses incurred by us or a third party, due to any unauthorized usage of the Account by either you or any other User or third party on your behalf.

User Verification

 

You understand and agree that we may require you to provide information that  may be used to confirm your identity and help ensure the security of your Account and/or User Profile. In the event that you or the Admin lose access to an Account or otherwise request information about an Account, we reserve the right to request from you or such Admin (as the case may be) any verification we deem necessary before restoring access to or providing information about such Account.

Account Admins

 

The Admin(s) of an Account are, severally and jointly, deemed as the authorized representatives of the Customer, and any decision or action made by any Admin, is deemed as a decision or action of Customer. An Admin may assign or add other members of the Account as Admins, which possess important privileges and controls over the use of the Service and the Account, including, without limitation: (i) control your (and other Users) use of the Account; (ii) purchase, upgrade or  downgrade the Service; (ii) create, monitor or modify Users’ actions and permissions; (iii) manage the access to, control, remove, share posts or otherwise change, all or part of the Customer Data (as defined  below); and (iv) integrate or disable integration with Third Party Services. You also acknowledge that your Account can become managed by a representative of the entity that owns or controls the email  address domain with which your Account was created or registered.

 

Other Users

 

There are several types of Account users, such as guests, viewers and team  members, all of whom are defined within the Service and referred to herein as “Authorized Users”, and  collectively with the Admin, the “Users”. The features and functionalities available to the Users are  determined by the respective subscription plan governing such Account, and the privileges of each such  Authorized User are assigned and determined by the Account Admin(s).

Responsibility for Authorized Users

 

Customer is solely liable and responsible for understanding  the settings, privileges and controls for the Service and for controlling whom Customer permits to become a User and what are the settings and privileges for such User, including without limitation, the right for a User to invite other Users (either paid or unpaid), the right to incur charges on the Account, the right to access, modify or share boards, etc. Customer is responsible for the activities of all of its Users, including Order Forms they may place and how Users use the Customer Data, even if those Users are not from Customer’s organization or domain. Further, Customer acknowledges that any action taken by a User of Customer’s Account, is deemed by us as an authorized action by Customer, hence Customer shall have no claim in this regard.

 

4. Customer Data

 

Customer Data is any data, file attachments, text, images, reports, personal  information, or any other content, that is uploaded or submitted, transmitted or otherwise made available, to or through the Service by you or any User and is processed by us on Customer’s behalf (the “Customer Data”). For the avoidance of doubt, Anonymous Information is not regarded as Customer Data. Customer retains all right, title, interest and control, in and to the Customer Data, in the form submitted to the Service. Subject to these Terms, Customer grants us a worldwide, royalty-free, limited license to access, use, process, copy, distribute, perform, export, and display the Customer Data, and solely to the extent that reformatting Customer Data for display in the Service constitutes a modification or derivative work, the foregoing license also includes the right to make modifications and derivative works. The afore-mentioned license is hereby granted solely: (i) to maintain and provide you the Service; (ii) to prevent or address technical or security issues and resolve support  requests; (iii) to investigate when we have a good faith belief, or have received a complaint alleging, that such Customer Data is in violation of these Terms.

Responsibility for Customer Data Compliance

 

You represent and warrant that: (i) you have or have obtained all rights, licenses, consents, permissions, power and/or authority, necessary to grant the rights granted herein, for any Customer Data that you submit, post or display on or through the Service; (ii) the Customer Data is in compliance with, and subject to, our Acceptable Use Policy; and (iii) the Customer Data you submit, your use of such Customer Data, and our use of such Customer Data, as  set forth in these Terms, do not and shall not (a) infringe or violate any patents, copyrights, trademarks  or other intellectual property, proprietary or privacy, data protection or publicity rights of any third party; (b) violate any applicable local, state, federal and international laws, regulations and conventions, including those related to data privacy and data transfer and exportation (the “Laws”); (c) violate any of your or third party’s policies and terms governing the Customer Data. Other than our security and data protection obligations expressly set forth in Section 6, we assume no responsibility or liability for Customer Data, and you shall be solely responsible for Customer Data and the consequences of using, disclosing, storing, or transmitting it. It is hereby clarified that Kroolo shall not monitor and/or moderate the Customer Data and there shall be no claim against Kroolo of not acting so.

No Sensitive Data

 

You shall not submit to the Service any data that is protected under a special legislation and requires a unique treatment, including, without limitations, (i) categories of data enumerated in European Union Regulation 2016/679, Article 9(1) or any similar legislation or regulation in other jurisdiction; (ii) any protected health information subject to the Health Insurance Portability and Accountability Act (“HIPAA”), as amended and supplemented, or any similar legislation in other  jurisdiction, unless Customer and Kroolo separately enter into a HIPAA Business Associate Agreement; and (iii) credit, debit or other payment card data subject to PCI DSS or any other credit card  schemes.

Intellectual Property Rights

The Services, Websites, Mobile Apps, inclusive of materials, such as software, application programming interface, design, text, editorial materials, informational text, photographs, illustrations, audio clips, video clips, artwork and other graphic materials, and names, logos, trademarks and services marks (excluding Customer Data), any and all related or underlying technology and any modifications, enhancements or derivative works of the foregoing (collectively, “Materials”), are the property of Kroolo and its licensors, and may be protected by applicable copyright or other intellectual property laws and treaties. As between you and Kroolo, Kroolo retains all right, title and interest, including all intellectual property rights.

Feedback

 

We welcome feedback, comments and suggestions for improvements to the Service (“Feedback”). You acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant you any right, title or interest in the Service or in any such Feedback. All Feedback becomes the sole and exclusive property of Kroolo, and we may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to us any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback.

 

5. Workspaces

 

User Content submitted, posted or modified by users in the Service is organized into “Workspaces”, as deemed fit as per your needs, and managed by you.

In the Service, you can work across multiple Workspaces at once, meaning your single account can access your own Personal Workspace(s) and your employer’s Organizational Workspace. Workspaces are completely separate, and you won’t be able to link any Content between them (although you can transfer Content from one Workspace to another).

Users that join an Organizational Workspace agree that their account data and User Content created in that Workspace may be shared with that Organization and may be accessed, modified, or deleted by the Workspace owner or administrator. Further, you acknowledge and agree that if you register with an email address provisioned by an Organization (“Organization Email”), you agree that such Organization may be able to view information about any Workspace you create or for which you are an administrator, including a list of Workspace members, and guests and Content. Such Organization may have the ability to manage your Workspace, including to claim control and ownership of any Workspace you create or for which you are an administrator, including any Content within such Workspaces.

 

6. API Use

 

We may offer an application programming interface that provides additional ways to access and use the Service (“API“). Such API is considered a part of the Service, and its use is subject to all these Terms. You may only access and use our API for Customer’s internal business purposes, in order to create interoperability and integration between the Service and other products, services or systems you and/or Customer use internally. When using the API you should follow our relevant developer guidelines. We reserve the right at any time to modify or discontinue, temporarily or permanently, your and / or Customer’s access to the API (or any part of it) with or without notice. The API is subject to changes and modifications, and you are solely  responsible to ensure that your use of the API is compatible with the current version.

7. Restrictions on Your Use of the Service

You may not do any of the following, unless applicable laws or regulations prohibit these restrictions, or you have our express written permission to do so:

  • post, upload, publish, submit or transmit any User Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;
  • duplicate, decompile, reverse engineer, disassemble or decode the Service (including any underlying idea or algorithm), or attempt to do any of the same;
  • access or use the Service in any manner that could disable, overburden, damage, disrupt or impair the Service or interfere with any other party's access to or use of the Service or use any device, software or routine that causes the same;
  • access or use the Services in any manner, including in regards to data storage, in excess of any fair usage limits as determined by Kroolo in its sole discretion;
  • attempt to gain unauthorized access to, interfere with, damage or disrupt the Service, accounts registered to other users, or the computer systems or networks connected to the Service;
  • circumvent, remove, alter, deactivate, degrade or thwart any technological measure or content protections of the Service;
  • use any robot, spider, crawlers or other automatic device, process, software or queries that intercepts, “mines,” scrapes or otherwise accesses the Service to monitor, extract, copy or collect information or data from or through the Service, or engage in any manual process to do the same;
  • introduce any viruses, trojan horses, worms, logic bombs or other materials that are malicious or technologically harmful;
  • use the Service for illegal, harassing, unethical, or disruptive purposes;
  • violate any applicable law or regulation in connection with your access to or use of the Service;
  • access or use the Service from any country or region subject to a comprehensive U.S. embargo; or
  • access or use the Service in any way not expressly permitted by these Terms.

8. Subscription and Billing

Some parts of the Service, including Add-ons, are made available on a paid subscription basis ("Subscription"). Pricing and included features for the Subscriptions (“Payment Plan”) as defined in our Websites. “Subscription Fees” means all fees associated with your Subscription.

You will be billed in advance on a recurring and periodic basis ("Billing Cycle"). Billing Cycles are set on a monthly or yearly basis. Whether you are using monthly or yearly billing, your account may be charged on a monthly basis.

Auto-Renewal: You agree that at the end of each Billing Cycle, your Subscription will automatically renew and your payment method for such Subscription will automatically be charged at the start of each new Subscription period for the fees and taxes applicable to that Billing Cycle, under the same conditions as the prior Billing Cycle unless you cancel your Subscription prior to your renewal date.

A valid payment method, including credit card, is required to process the payment for your Subscription. You must provide Kroolo with accurate and complete billing information including full name, address, state, zip code, and valid payment method information. By submitting such payment information, you automatically authorize Kroolo to charge all Subscription Fees incurred through your account to any such payment instruments.

Should automatic billing fail to occur for any reason, Kroolo may attempt to charge the credit card on file one or more times. Should payment continue to fail, the Subscription will be, at Kroolo’s sole discretion, canceled or downgraded and you may lose access to certain paid features and/or your Workspace and Kroolo account.

You may cancel your Subscription either through your online account management page or by contacting Kroolo customer support team at team@makeKroolo.com and indicating your intention to cancel your Subscription.

Fees and Fee Changes

Kroolo, in its sole discretion and at any time, may modify the Subscription Fees for the Subscriptions, including Add-Ons. Any Subscription Fee change will become effective at the end of the then-current Billing Cycle.

We will provide you with reasonable prior notice of any change in Subscription Fees.Your continued use of the Service constitutes your agreement to pay the modified Subscription Fees.

Subscription Fees are stated exclusive of any taxes or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, accessible by any jurisdiction (collectively, “Taxes”). You will be responsible for paying all Taxes associated with your Subscription, except for those taxes based on our net income. Should any payment for the Service be subject to withholding tax by any government, you will reimburse us for such withholding tax.

Free Trial

Kroolo may, at its sole discretion, offer a Subscription with a free trial for a limited period of time ("Free Trial"). If you are on a Free Trial, you may cancel at any time until the last day of your Free Trial by following the cancellation procedures outlined in the Subscription section of these Terms. If you or Kroolo cancel your Free Trial, you acknowledge and agree that we may delete all of your User Content or data associated with the Workspace that was assigned to your Free Trial. If you do not cancel your Free Trial, then your Free Trial will be converted to a paid Subscription at the end of the trial period, and you hereby authorize us to charge your credit card or other payment method for continued use of the paid Service under such Subscription. Thereafter your Subscription may be canceled in accordance with the Section 6 (Subscription) of these Terms.

At any time and without notice, Kroolo reserves the right to (a) modify the terms and conditions of any Free Trial offer; (b) cancel any Free Trial offer; or (c) cancel any Free Trial Subscription at any time.

Refunds

Payment obligations are non-cancelable, and fees paid are non-refundable and there are no credits for partially used Subscription periods.

Subscription Term

 

The Service is provided on a subscription basis for the term specified in our platform or Order Form, in accordance with the respective subscription plan purchased under such Order Form (the “Subscription Term” and the “Subscription Plan”, respectively, and collectively the “Subscription”).

Subscription Fees

 

In consideration for the provision of the Service (except for Trial Service), Customer shall pay us the applicable fees per the purchased Subscription, as set forth on our platform (the “Subscription Fees”). Unless indicated otherwise, Subscription Fees are stated in US dollars. Customer hereby authorizes us, either directly or through our payment processing service or our affiliates, to charge such Subscription Fees via Customer’s selected payment method, upon due date. Unless expressly set forth herein, the Subscription Fees are non-cancelable and non-refundable. We reserve the right to change the Subscription Fees at any time, upon notice to Customer if such change may affect Customer’s existing subscriptions upon renewal. In the event of failure to collect the Fees owed by Customer, we may, at our sole discretion (but shall not be obligated to) retry to collect at a later time, and/or suspend or cancel the Account, without notice.

Taxes

 

The Subscription Fees are exclusive of any and all taxes (including without limitation, value  added tax, sales tax, use tax, excise, goods and services tax, etc.), levies, or duties, which may be  imposed in respect of these Terms and the purchase or sale, of the Service hereunder (the “Taxes”), except for Taxes imposed on our income. If Customer is located in a jurisdiction which requires Customer to deduct or withhold Taxes or other amounts from any amounts due to us, please notify us, in writing, promptly and we shall join efforts to avoid any such Tax withholding, provided, however, that in any case, Customer shall bear the sole responsibility and liability to pay such Tax and such Tax should  be deemed as being added on top of the Subscription Fees, payable by Customer.

Subscription Upgrade

 

During the Subscription Term, Customer may upgrade its Subscription  Plan by either: (i) adding Authorized Users; (ii) upgrading to a higher type of Subscription Plan; (iii) adding add-on features and functionalities; and/or (iv) upgrading to a longer Subscription Term (collectively, “Subscription Upgrades”). Some Subscription Upgrades or other changes may be considered as a new purchase, hence will restart the Subscription Term and some won’t, as indicated  within the Service and/or the Order Form. Upon a Subscription Upgrade, Customer will be billed for the applicable increased amount of Subscription Fees, at our then-current rates (unless indicated otherwise  in an Order Form), either: (1) prorated for the remainder of the then-current Subscription Term, or (2) whenever the Subscription Term is being restarted due to the Subscription Upgrade, then the Subscription Fees already paid by Customer will be reduced from the new upgraded Subscription Fees, and the difference shall be due and payable by Customer upon the date on which the Subscription Upgrade was made.

Adding Users

 

Customer acknowledges that unless it disabled these options: (i) Users within the same email domain will be able to automatically join the Account; and (ii) Users within Customer’s  Account may invite other persons to be added to the Account as Users (collectively, “Add Users”).  For further information on these options and how to disable them, visit our Help Center. Unless agreed otherwise in an Order Form, any changes to the number of Users within a certain Account, shall be billed on a prorated basis for the remainder of the then-current Subscription Term. We will bill Customer, either upon the Users Increase or at the end of the applicable month, as communicated to Customer.

Excessive Usage

 

We shall have the right, including without limitation where we, at our sole  discretion, believe that Customer and/or any of its Users, have misused the Service or otherwise use  the Service in an excessive manner compared to the anticipated standard use (at our sole discretion),  to offer the Subscription in different pricing and/or impose additional restrictions as for the upload,  storage, download and use of the Service, including, without limitation, restrictions on Third Party Services, network traffic and bandwidth, size and/or length of content, quality and/or format of content, sources of content, volume of download time, etc.

Billing

 

As part of registering, or submitting billing information, to the Service, Customer agrees to provide us with updated, accurate and complete billing information, and Customer authorizes us (either directly or through our affiliates, including Kroolo or other third parties) to charge, request and collect  payment (or otherwise charge, refund or take any other billing actions) from Customer’s payment  method or designated banking account, and to make any inquiries that we (or our affiliates and/or third-parties acting on our behalf) may consider necessary to validate Customer’s designated payment account or financial information, in order to ensure prompt payment, including for the purpose of receiving updated payment details from Customer’s credit card company or banking account (e.g.,updated expiry date or card number as may be provided to us by Customer’s credit card company).

Subscription Auto-Renewal

 

In order to ensure that Customer will not experience any interruption or loss of services, Customer’s Subscription includes an automatic renewal option by default, according  to which, unless Customer disables the auto-renewal option or cancels its Subscription prior to its expiration, the Subscription will automatically renew upon the end of the then applicable Subscription Term, for a renewal period equal in time to the original Subscription Term (excluding extended periods) and, unless otherwise notified to Customer, at the same price (subject to applicable Tax changes and excluding any discount or other promotional offer provided for the first Subscription Term). Accordingly, unless either Customer or us cancel the Subscription prior to its expiration, we will attempt to automatically charge Customer the applicable Subscription Fees upon or immediately prior to the expiration of the then applicable Subscription Term. If Customer wishes to avoid such auto-renewal, Customer shall cancel its Subscription (or disable the auto-renewal option), prior to its expiration, at any  time through the Account settings or by contacting our Customer Success team. Except as expressly set forth in these Terms, in case a Customer cancels its Subscription, during a Subscription Term, the  Subscription will not renew for an additional period, but Customer will not be refunded or credited for any unused period within the Subscription Term.

Discounts and Promotions

 

Unless expressly stated otherwise in a separate legally binding  agreement, if Customer received a special discount or other promotional offer, Customer acknowledges that upon renewal of its Subscription, Kroolo will renew such Subscription, at the full applicable  Subscription Fee at the time of renewal.

Credits

 

Any credits that may accrue to Customer’s Account, for any reason (the “Credits”), will  expire and be of no further force and effect, upon the earlier of: (i) the expiration or termination of the  applicable Subscription under the Account for which such Credits were given; or (ii) in case such Credits  accrued for an Account with a Trial Subscription (as defined below) that was not upgraded to a  Subscription Plan, then upon the lapse of 90 days of such Credits’ accrual. Unless specifically indicated  otherwise, Credits may be used to pay for the Services only and not for any Third Party Service or other  payment of whatsoever kind. Whenever fees are due for any Services, accrued Credits will be first reduced against the Subscription Fees and the remainder will be charged from Customer’s respective payment method. Credits shall have no monetary value (except for the purchase of Services under the limited terms specified herein) nor exchange value, and will not be transferable or refundable.

Refunds

 

If Customer is not satisfied with its initial purchase of a Service, Customer may terminate such Service by providing us a written notice, within 30 days of having first ordered such Services (the “Refund Period”). In the event that Customer terminates such initial purchase of a Service, within the Refund Period, we will refund Customer the pro rata portion of any unused and unexpired Subscription Fees pre-paid by Customer in respect of such terminated period of the Subscription, unless  such other sum is required by applicable law, in the same currency we were originally paid (the  “Refund”). The Refund is applicable only to the initial purchase of the Service by Customer and does not  apply to any additional purchases, upgrades, modification or renewals of such Service. Please note that we shall not be responsible to Refund any differences caused by change of currency exchange rates or  fees that Customer was charged by third parties, such as wire transfer fees. After the Refund Period, the Subscription Fees are non-refundable and non-cancellable. To the extent permitted by law, if we find that a notice of cancellation has been given in bad faith or in an illegitimate attempt to avoid payment for Services actually received and enjoyed, we reserve our right to reject Customer’s Refund request. Subject to the foregoing, upon termination by Customer under this Section 9, all outstanding payment obligations shall immediately become due for the used Subscription Term and Customer will promptly remit to Kroolo any fees due to Kroolo under these Terms.

 

9. Privacy and Security

 

Security

 

Kroolo implements reasonable security measures and procedures to assist in  protecting your Customer Data. You can learn more on our security measures and procedures on our Security Policy, as updated from time to time.

Privacy Policy

 

As a part of accessing or using the Service and the Sites, we may collect, access,  use and share certain Personal Data (as defined in the Privacy Policy) from, and/or about, you. Please  read our Privacy Policy, which is incorporated herein by reference, for a description of such data  collection and use practices.

10. Communications

By creating an account on our Service, you agree to subscribe to newsletters or marketing materials and other promotional information we may send. However, you may opt out of receiving any, or all, of these marketing communications from us by following the unsubscribe link or instructions provided in any email we send. Please note that we may still send you transactional or administrative messages related to the Service even after you have opted out of receiving marketing communications.

11. Indemnification

You agree to defend, indemnify and hold harmless Kroolo and its licensee and licensors, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees), resulting from or arising out of (a) your use and access of the Service, by you or any person using your account and password; (b) a breach of these Terms; or (c) your User Content provided to the Service.

 

12. Limitations of Liability

 

Kroolo BEARS NO RESPONSIBILITY AND/OR LIABILITY FOR  ANY LINKS OR THIRD PARTY SERVICES, INCLUDING WITHOUT LIMITATION, SUCH THIRD PARTY  SERVICE’S OPERABILITY OR INTEROPERABILITY WITH OUR SERVICE, SECURITY, ACCURACY,  RELIABILITY, DATA PROTECTION AND PROCESSING PRACTICES AND THE QUALITY OF ITS  OFFERINGS, AS WELL AS ANY ACTS OR OMISSIONS BY THIRD PARTIES. BY ACCESSING  AND/OR USING THE THIRD PARTY SERVICES, YOU ACKNOWLEDGE THAT YOUR ACCESS AND  USE OF THE THIRD PARTY SERVICES ARE AT YOUR SOLE DISCRETION AND RISK, AND YOU ARE  SOLELY RESPONSIBLE FOR ENSURING SUCH THIRD PARTY SERVICE’S OPERATION AND  PRACTICES AND ITS RESPECTIVE THIRD PARTY AGREEMENT, MEET YOUR NEEDS.

 

13. Term and Termination

 

Term

 

These Terms are in full force and effect, commencing upon the Effective Date, until the end  of the Service underlying the Account, either paid or unpaid, unless terminated otherwise in accordance  with these Terms.

Termination for Cause

 

Either Customer or us may terminate the Service and these Terms, upon  written notice, in case that (a) the other party is in material breach of these Terms and to the extent, curable, fails to cure such breach, within a reasonable cure period, which shall not be less than 10 days following a written notice from the non-breaching party; or (b) ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 60 days.

Termination by Customer

 

Customer may terminate its Subscription to the Service by canceling  the Service and/or deleting the Account, whereby such termination shall not derogate from Customer’s obligation to pay applicable Subscription Fees except where such termination is made within the Refund Period. In accordance with Section 9 above, unless mutually agreed otherwise by Customer and us in a written instrument, the effective date of such termination will take effect at the end of the then-current Subscription Term, and Customer’s obligation to pay the Subscription Fees throughout the end of such Subscription Term shall remain in full force and effect, and Customer shall not be entitled to a refund for any pre-paid Subscription Fees.

Effect of Termination of Service

 

Upon termination or expiration of these Terms, Customer’s Subscription and all rights granted to you hereunder shall terminate, and we may change the Account’s  web address. It is Customer’s sole liability to export the Customer Data prior to such termination or  expiration. In the event that Customer did not delete the Customer Data from the Account, we may  continue to store and host it until either Customer or we, at our sole discretion, delete such Customer  Data within 90 days. Customer  acknowledges the foregoing and its sole responsibility to export and/or delete the Customer Data prior  to the termination or expiration of these Terms, and therefore we shall not have any liability either to  Customer, nor to any User or third party, in connection thereto. Unless expressly indicated herein  otherwise, the termination or expiration of these Terms shall not relieve Customer from its obligation to  pay due Subscription Fees.

Suspension

 

Without derogating from our termination rights above, we may decide to temporarily suspend the Account and/or a User Profile (including any access thereto) and/or our Service, in the  following events: (i) we believe, at our sole discretion, that you or any third party, are using the Service in a manner that may impose a security risk, may cause harm to us or any third party, and/or may raise any liability for us or any third party; (ii) we believe, at our sole discretion, that you or any third party, are using the Service in breach of these Terms or applicable Law; (iii) Customer’s payment obligations, in accordance with these Terms, are or are likely to become, overdue; or (iv) Customer’s or any of its  Users’ breach of the Acceptable Use Policy. The afore-mentioned suspension rights are in addition to  any remedies that may be available to us in accordance with these Terms and/or applicable Law.

 

14. Confidentiality

 

In connection with these Terms and the Service (including the evaluation  thereof), each party (“Disclosing Party”) may disclose to the other party (“Receiving Party”), non-public  business, product, technology and marketing information, including without limitation, customers lists  and information, know-how, software and any other non-public information that is either identified as  such or should reasonably be understood to be confidential given the nature of the information and the  circumstances of disclosure, whether disclosed prior or after the Effective Date (the “Confidential Information”). For the avoidance of doubt, (i) Customer Data is regarded as Customer’s Confidential  Information, and (ii) our Site, Service, Trial Service and/or Pre-Released Services, inclusive of their  underlying technology, and their respective performance information, as well as any data, reports and  materials we provided to you in connection with your evaluation or use of the Service, are regarded as  our Confidential Information. Confidential Information does not include information that (a) is or becomes  generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was  known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any  obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation  owed to the Disclosing Party; or (d) was independently developed by the Receiving Party without any  use or reference to the Confidential Information.

 

15. Warranty Disclaimer

 

NOTWITHSTANDING ANYTHING IN THESE TERMS OR ELSEWHERE TO THE CONTRARY AND TO  THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SITES AND THE SERVICE ARE PROVIDED  ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS, AND WITHOUT WARRANTIES OF  ANY KIND. WE AND OUR AFFILIATES, SUBCONTRACTORS, AGENTS AND VENDORS (INCLUDING,  THE THIRD PARTY SERVICE PROVIDERS, HEREBY DISCLAIM ANY AND ALL REPRESENTATIONS  AND WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION, WARRANTIES AND/OR  REPRESENTATIONS OF MERCHANTABILITY, FUNCTIONALITY, TITLE, FITNESS FOR A PARTICULAR  PURPOSE AND NON-INFRINGEMENT, WHETHER EXPRESS, IMPLIED OR STATUTORY.

WE AND OUR VENDORS DO NOT WARRANT, AND EXPRESSLY DISCLAIM ANY WARRANTY  OR REPRESENTATION THAT THE SERVICE AND SITES, INCLUDING THE ACCESS THERETO AND  USE THEREOF, WILL BE UNINTERRUPTED, TIMELY, SECURED, ERROR FREE, THAT DATA WON’T  BE LOST, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITES AND/OR SERVICE ARE FREE  FROM VIRUSES OR OTHER HARMFUL CODE. WE AND OUR VENDORS FURTHER DISCLAIM ANY  AND ALL LIABILITY OR RESPONSIBILITY FOR ANY DELAYS, FAILURES, INTERCEPTION,  ALTERATION, LOSS, OR OTHER DAMAGES THAT YOU AND/OR YOUR DATA (INCLUDING  CUSTOMER DATA) MAY SUFFER, THAT ARE BEYOND OUR CONTROL.

EXCEPT AS EXPRESSLY SET FORTH HEREIN, WE DO NOT WARRANT, AND EXPRESSLY  DISCLAIM ANY WARRANTY OR REPRESENTATION (I) THAT OUR SERVICE (OR ANY PORTION  THEREOF) IS COMPLETE, ACCURATE, OF ANY CERTAIN QUALITY, RELIABLE, SUITABLE FOR, OR  COMPATIBLE WITH, ANY OF YOUR CONTEMPLATED ACTIVITIES, DEVICES, OPERATING  SYSTEMS, BROWSERS, SOFTWARE OR TOOLS (OR THAT IT WILL REMAIN AS SUCH AT ANY TIME), OR COMPLY WITH ANY LAWS APPLICABLE TO YOU; AND/OR (II) REGARDING ANY CONTENT,  INFORMATION, REPORTS OR RESULTS THAT YOU OBTAIN THROUGH THE SERVICE AND/OR THE  SITES.

 

16. Third Party Components within Our Service

 

Our Service includes third party codes and libraries that are subject to third party open source license  terms (the “Open Source Code” and the “Open Source Terms”, respectively). Some of such Open Source Terms determine that to the extent applicable to the respective Open Source Code licensed  thereunder, such terms prevail over any conflicting license terms, including these Terms. We use our  best endeavors to identify such Open Source Code, within our Service, hence we encourage Customer to familiarize itself with such Open Source Terms. Note that we use best efforts to use only Open Source Codes that does not impose any obligation or affect the Customer Data or related intellectual property (beyond what is stated in the Open Source Terms and herein), on an ordinary use of our Service that  does not involve any modification, distribution or independent use of such Open Source Code. Notwithstanding anything to the contrary, we make no warranty or indemnity hereunder with respect to  any Open Source Codes. The following copyright statements and licenses apply to discrete Service components that are distributed with various versions of our products.

 

17. Modifications to this Agreement

 

Kroolo may modify this Agreement (which may include changes to Subscription Fees and Subscription Plans) from time to time by giving notice to Customer by email or through the Service. Unless a shorter period is specified by Kroolo (e.g., due to changes in the Law or exigent circumstances), modifications become effective upon renewal of Customer’s current Subscription Term or entry into a new Order. If Kroolo specifies that the modifications to the Agreement will take effect prior to Customer’s next renewal and Customer notifies Kroolo of its objection to the modifications within 30 days after the date of such notice, Kroolo (at its option and as Customer’s exclusive remedy) will either: (a) permit Customer to continue under the existing version of this Agreement until expiration of the then-current Subscription Term (after which time the modified Agreement will go into effect) or (b) allow Customer to terminate this Agreement and receive a refund of any prepaid Service fees allocable to the terminated portion of the applicable Subscription Term. Customer may be required to click to accept or otherwise agree to the modified Agreement in order to continue using the Service, and, in any event, continued use of the Service after the updated version of this Agreement goes into effect will constitute Customer’s acceptance of such updated version.

18. Governing Law

This Agreement is governed by the laws of the State of California and the United States without regard to conflicts of laws provisions and without regard to the United Nations Convention on the International Sale of Goods. The jurisdiction and venue for actions related to this Agreement will be the state and United States federal courts located in San Francisco, California and both parties submit to the personal jurisdiction of those courts.

19. Compliance with Trade Controls

Your use of the Service is subject to export controls and sanctions laws and regulations (including those of the U.S.). You are not permitted to use the Services if you are: (1) subject to the  restriction of a sanctions or export denial list, including, but not limited to, the U.S. Specially Designated Nationals and Blocked Persons (“SDN”) List and the U.S. Entity List, Unverified List and Denied Persons List; (2) any individual or entity ordinarily resident in or organized under the laws of a region subject to a comprehensive U.S. embargo (presently including Cuba, Iran, Syria, North Korea and the Crimea, Donetsk People’s Republic, and Luhansk People’s Republic regions of Ukraine); (3) using the Kroolo’s Service for any purpose prohibited by applicable export control and sanctions laws and regulations, including, but not limited to, nuclear, chemical, or biological weapons proliferation, rocket, missile or unnamed aerial vehicle systems for use in delivering weapons, use in nuclear facilities not subject to IAEA safeguards, other restricted nuclear activities, military-intelligence, unauthorized surveillance activities or human rights abuses, or for a military end user or end use in a country subject to an arms embargo; or (4) a party requiring Kroolo to obtain a government license or authorization under the applicable export control and sanctions laws in order to provide, export, re-export, or transfer its products and services.

 

20. Arbitration and Class Action Waiver

 

Any dispute, controversy, or claim (collectively, “Claim”) relating in any way to your use of Kroolo’s services and/or products, including the Service, will be resolved by arbitration. You and Kroolo agree that any Claim will be settled by final and binding arbitration, using the English language, administered by JAMS under its Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”) then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms). Arbitration will be handled by a sole arbitrator in accordance with the JAMS Rules. Judgment on the arbitration award may be entered in any court that has jurisdiction.

Any arbitration under these Terms will take place on an individual basis – class arbitrations and class actions are not permitted. You understand that by agreeing to these Terms, you and Kroolo are each waiving the right to trial by jury or to participate in a class action or class arbitration. Notwithstanding the foregoing, you and Kroolo will have the right to bring an action in a court of proper jurisdiction for injunctive or other equitable or conservatory relief, pending a final decision by the arbitrator. You may instead assert your claim in “small claims” court, but only if your claim qualifies, your claim remains in such court and your claim remains on an individual, non-representative and non-class basis.

 

21. General Provisions

 

Translated Versions

 

These Terms were written in English, and translated into other languages for  your convenience. If a translated (non-English) version of these Terms conflicts in any way with their  English version, the provisions of the English version shall prevail.

Force Majeure

 

Neither us nor you will be liable by reason of any failure or delay in the performance  of its obligations on account of events beyond the reasonable control of a party, which may include  denial-of-service attacks, interruption or failure of the Internet or any utility service, failures in third-party  hosting services, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.

Relationship of the Parties; No Third Party Beneficiaries

 

The parties are independent contractors.  These Terms and the Service provided hereunder, do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third party beneficiaries  to these Terms.

Assignment

 

These Terms, and any and all rights and obligations hereunder, may not be transferred or assigned by you without our written approval, provided that you may assign these Terms to your successor entity or person, resulting from a merger, acquisition, or sale of all or substantially all of your assets or voting rights, except for an assignment to a competitor of Kroolo, and provided that you provide us with prompt written notice of such assignment and the respective assignee agrees, in writing, to assume all of your obligations under these Terms. We may assign our rights and/or obligations hereunder and/or transfer ownership rights and title in the Service to a third party without your consent or prior notice to you. Subject to the foregoing conditions, these Terms shall bind and inure to the benefit of the parties, their respective successors, and permitted assigns. Any assignment not authorized under this Section shall be null and void.

Severability

 

These Terms shall be enforced to the fullest extent permitted under applicable Law. If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms will remain in effect.

No Waiver

 

No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right. No waiver under these Terms will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.

Survival

All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

 

22. Entire Agreement

 

This Agreement (which includes all Orders, the Policies and the DPA) is the parties’ entire agreement regarding its subject matter and supersedes any prior or contemporaneous agreements regarding its subject matter. In this Agreement, headings are for convenience only and “including” and similar terms are to be construed without limitation. This Agreement may be executed in counterparts (including electronic copies and PDFs), each of which is deemed an original and which together form one and the same agreement.