Terms - Saasler - Saasler

Customer Terms and Conditions

These Customer Terms and Conditions (the “Agreement”) are between Koombea, Inc., a Delaware corporation (“Koombea” or “we”) and the organization agreeing to these terms (“Customer”, “you”, “your”). This Agreement governs your use of Koombea’s Saasler software (“Service”).

BY CLICKING THE “I ACCEPT” BUTTON, EXECUTING AN ORDER FORM THAT INCLUDES THESE TERMS BY REFERENCE OR USING THE SERVICES, CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS REVIEWED AND ACCEPTS THIS AGREEMENT. IF YOU ARE AGREEING TO THIS AGREEMENT AS AN INDIVIDUAL, “CUSTOMER” REFERS TO YOU INDIVIDUALLY. IF YOU ARE AGREEING TO THIS AGREEMENT AS A REPRESENTATIVE OF AN ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AND “CUSTOMER” REFERS TO THAT ENTITY AND ALL THE TEAM MEMBERS (AS DEFINED HEREIN) SPECIFIED IN THE ORDER FORM. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE SERVICE.

You are responsible for use of the Service by and your authorized users (“Team Members”). All Team Members shall agree to the Koombea Terms of Use available at www.saasler.com/terms-of-use] in order to use the Services. Anywhere this Agreement imposes an obligation on you, that obligation includes the obligation to ensure compliance by your Team Members.

1. Subject to the terms and conditions of this Agreement, Customer may purchase subscriptions to enable the Customer to create integrations with third-party applications and use the Services (“Integrations”) pursuant to ordering documents signed by Us and You (“Order Forms”). Customer may increase or decrease the number of Integrations in accordance with the terms of the Order Form. Customer agrees that its purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Us regarding any future functionality or features. If there is any inconsistency between an Order Form and this Agreement, the Order Form controls.
2. Use of Service and Customer Obligations.
   1. Subject to the terms of this Agreement, we will use commercially reasonable efforts to provide you the Services.
   2. You agree to (i) use the Service in compliance with this Agreement, the Koombea Terms of Service, and applicable law, and (ii) maintain the confidentiality of all usernames and passwords associated with your account. You agree to promptly notify Koombea of any unauthorized use of or access to the Service.
   3. You may not , directly or indirectly, and You may not permit any Team Member or third party to: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the object code, source code or underlying ideas or algorithms of the Service; (b) modify, translate, or create derivative works based on any element of the Service or any related documentation; (c) rent, lease, distribute, sell, resell, assign, or otherwise transfer its rights to use the Service; (d) use the Service for timesharing purposes or otherwise for the benefit of any person or entity other than for the benefit of Customer and Team Members; (e) remove any proprietary notices from any documentation; (f) publish or disclose to third parties any evaluation of the Service without our prior written consent; (g) use the Service for any purpose other than its intended purpose; (h) interfere with or disrupt the integrity or performance of the Service; (i) introduce any open source software into the Service; (j) attempt to gain unauthorized access to the Service or their related systems or networks; (h) use the Services for illegal or dangerous activities; or (i) use the Services with data that you do not have authority to access.
   4. You are responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). You are responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without your knowledge or consent. You agree to promptly update any Customer account or payment information that may change during the Term of this Agreement.
3. Privacy
   1. Use of the Service is subject to the privacy policy available at www.saasler.com/privacy
   2. You are responsible for ensuring that you comply with applicable privacy laws, regulations, guidance and best practices (collectively “Privacy Laws”). In particular, you are responsible for posting a privacy policy in compliance with applicable Privacy Laws and ensuring your privacy policy advises users of your services about how you will be sharing data, including, if applicable, personal information, about their interactions with the Service with third parties.
   3. If we are involved in a merger, acquisition, asset sale or other similar business transaction, any information that you provide to us through the Service, including your content and account information, may be transferred to a third party as part of the transaction, including preparing for and negotiating the transaction.
4. Suspension
   1. We may suspend or terminate your account if you violate this Agreement or use the Service in a manner that we reasonably believe will cause Koombea liability. We will notify you of the reason for the suspension and if there are things you must do before access is reinstated.
   2. We may also suspend use of the Service if there is a security emergency (e.g., use that causes disruption to Service or infrastructure, unauthorized third-party use or interference) or technical problem that interferes with your use of the Services. We will use commercially reasonable efforts to notify you of such incidents and efforts to resolve the interruption in Service.
5. Confidentiality; Intellectual Property Rights.
   1. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Koombea includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Koombea to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
   2. Except as expressly provided, this Agreement does not grant Koombea any Intellectual Property Rights in the Customer Data; or grant you any Intellectual Property Rights in the Service or Koombea trademarks and brand features. “Intellectual Property Rights” means current and future worldwide rights under patent, copyright, trade secret, trademark, moral rights, and other similar rights.
   3. You shall own all right, title and interest in and to the Customer Data. Koombea shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing. By posting, uploading, or sharing Customer Data, you (i) represent that you have authority to use the Customer Data in the manner contemplated by the Service and this Agreement, and (ii) you grant Koombea a non-exclusive, perpetual, sub-licensable, royalty-free, worldwide license to access, use, modify, reproduce, and display the Customer Data. This license continues when you delete the material or your account is deactivated or cancelled. This license permits us to perform the Services that you registered for.
   4. Provided you have paid all fees required hereunder and are in compliance with these terms, to the extent necessary to use the Service, Koombea hereby grants you and your Team Members a limited, revocable, non-exclusive, non-transferable license to access and use the Service. The Service and its features and benefits are not transferable, whether by operation of law or otherwise, without prior written permission from Koombea.
   5. When you deactivate or cancel your account, the Customer Data may be deleted, and may no longer be available if you later choose to reactivate your account.
   6. All Koombea content, the selection, compilation, arrangement and presentation of all materials, and the overall design of the site are copyright Koombea, and are protected by US and international laws. Use of our content without our express prior written permission is strictly prohibited.
   7. Koombea, Saasler and associated logos are trademarks or registered trademarks of Koombea in the United States and other foreign countries. You may not otherwise use our trademarks without our express written permission.
   8. Any submissions by You to Us (e.g., comments, questions, suggestions, materials – collectively, “Feedback”) through any communication whatsoever (e.g., call, fax, email) will be treated as both non-confidential and non-proprietary. You hereby assign all right, title, and interest in, and we are free to use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. You understand and agree that we are not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution.
   9. We may include your name and a link to your website in a list of Koombea customers, on the Koombea website, or in our promotional materials.
6. Fees & Payment.
   1. You agree to pay Koombea the then applicable fees described in the Order Form for the Services and Implementation Services in accordance with the terms therein (the “Fees”). You authorize Koombea to charge your selected payment method for all Fees. We may choose to bill through an invoice, in which case, unless otherwise specified in the Order Form, full payment for invoices issued in any given month must be received by us thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Fees are non-refundable except as required by law. You are responsible for providing complete and accurate billing and contact information to Koombea. We may suspend or terminate your account if Fees are past due.
   2. Koombea may change rates for the Service from time to time by delivering notice to you. Revised rates are effective upon your next Renewal Term.
   3. You are responsible for all taxes associated with the Services other than U.S. taxes based on Koombea’s net income. We will charge tax when required to do so. If you are required to withhold any taxes, you must provide us with appropriate documentation.
   4. All payments for paid subscriptions are handled by a third-party service provider, Stripe or via wire transfer, and are subject to that provider’s terms. Any information you provide to that third party will be maintained in accordance with its policies, and not ours. We will not have access to or store your personal payment information.
7. Term & Termination.
   1. The term of this Agreement is one year (the “Initial Term”). This Agreement will automatically renew for additional one year terms (each a “Renewal Term”, collectively with the Initial Term, the “Term”), unless either party requests termination in writing at least thirty (30) days prior to the end of the then current term. Unless otherwise specified in the Order Form, your authorized payment method will be charged automatically for each Renewal Term, unless you notify us in writing at least 30 days before the end of the then current Term that you do not wish to renew your account.
   2. In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. You will pay in full for the Services up to and including the last day on which the Services are provided. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
   3. Upon termination, (i) the rights granted by Koombea to you and your Team Members cease, and (ii) we may delete any data stored in your account.
   4. We will notify you of any revisions to this Agreement at least 60 days prior to the effective date of those revisions. If you renew the Service after revisions become effective, you agree to be bound by the revised Agreement for the subsequent term. If you do not agree to the revised terms, you must timely notify Koombea that you do not wish to renew.
   5. We may modify or discontinue the Service at any time. You acknowledge that there is no guarantee that the Service or any portion of it will continue to operate or be available for any period of time. If we discontinue the Service, you will receive a pro-rata refund of any prepaid fees.
8. Representations and Warranties; Indemnification.

You represent, covenant, and warrant that you will use the Services only in compliance with Koombea’s standard published policies then in effect and all applicable laws and regulations. You agree to indemnify, defend, and hold harmless Koombea, its officers, directors, employees, members, partners, agents, and suppliers, and their respective affiliates, officers, directors, employees, members, shareholders, partners, and agents, from any and all claims and expenses, including attorneys’ fees, arising out of (i) your use of the Service, including but not limited to, your violation of this Agreement and (ii) the Customer Data. We may, at our sole discretion, assume the exclusive defense and control of any matter subject to indemnification by you. The assumption of such defense or control by Koombea, however, does not excuse any of your indemnity obligations.

9. Disclaimers and Limitation of Liability
   1. DISCLAIMER OF WARRANTIES. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Koombea or by third-party providers, or because of other causes beyond Koombea’s reasonable control, but Koombea shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. However, Koombea does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND KOOMBEA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
   2. LIMITATION ON INDIRECT LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, Koombea AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND Koombea’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO Koombea FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT Koombea HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10. Miscellaneous.
    1. The Service utilizes software and technology that may be subject to United States and foreign export controls. Customer acknowledges and agrees that the Services shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Services, Customer represents and warrants that it is not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. The Service may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000. Customer agrees to comply strictly with all applicable export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required. Supplier and its licensors make no representation that the Supplier Service is appropriate or available for use in other locations. Any diversion of the Customer Data contrary to law is prohibited. None of the Customer Data, nor any information acquired through the use of the Supplier Service, is or will be used for nuclear activities, chemical or biological weapons, or missile projects.
    2. Any claim arising out of your use of the Service must be brought in the courts located within San Francisco County, California. You herby submit to the personal and exclusive jurisdiction of those courts.
    3. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Koombea in any respect whatsoever. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
    4. The agreement is governed by California law except for its conflicts of laws principles.
    5. Notices must be sent via first class mail or overnight delivery and are deemed given when received. Notices to Customer may also be sent to the applicable account email address and are deemed given when sent. Notices to Koombea must be sent to 2250 NW 114^th Ave Unit 1L COL5242, Miami FL 33192.
    6. A waiver of any breach is not a waiver of any subsequent breach. A waiver is not effective unless pursuant to a writing signed by Koombea expressly waiving compliance.
    7. You may not transfer this Agreement, voluntarily or by operation of law, without the written consent of Koombea. Koombea may not assign this Agreement without providing notice to Customer. Any other attempt to transfer or assign is void.
    8. Koombea and Customer are not legal partners or agents, but are independent contractors.
    9. Except for payment obligations, neither Koombea nor Customer will be liable for inadequate performance to the extent caused by a condition that was beyond the party’s reasonable control (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance).
    10. There are no third-party beneficiaries to this Agreement. Team Members are not beneficiaries of the terms of this Agreement.

Effective Date: 4/12/2017