Terms and Conditions
Version 1.02
Updated July 25, 2023
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Welcome to Legal Prompter AI. The Legal Prompter AI website is comprised of various
web pages operated by Kalre Incorporated. By using this website (https://legalprompterai.com), or various
subdomain websites (https://exampledomain.legalprompterai.com)
or their related applications, dashboards, or platforms (collectively referred
to as the "Website"), you agree to abide by the following terms and
conditions outlined in this agreement, our Additional Service Terms,
Publication & Sharing Policy, Usage Policies and other documentation,
guidelines or policies we may provide in writing (collectively referred to as “Terms”).
Kalre Incorporated ("Kalre," "we," "us," or
"our") owns and operates the Website and mobile applications. This
agreement also applies if you use, install, or access any of our services
(referred to as the "Services") or sign or accept any Subscription
Documentation (defined below) that references these terms. Our Privacy Policy
explains how we collect and use personal information.
If you are using a Kalre Service on behalf of a company,
organization, or other entity, then "Client" or "you"
refers to that entity, and you are binding that entity to this Agreement. By
entering into this Agreement, you represent and warrant that you have the legal
authority to do so, and if the Client is an entity, that the Agreement is
entered into by an authorized representative of that entity.
This Agreement incorporates any Subscription Documentation executed between you
and Kalre, as well as any policies or exhibits referenced herein. If you have a
separate written agreement with Kalre regarding specific Services, the terms of
that agreement will prevail in case of any conflict with these Terms. Please
note that we may modify this Agreement as described in Section 15.6 below.
1. DEFINITIONS.
1.1 "Confidential Information" refers to code, inventions, know-how,
product plans, technical and financial information, business operations, or any
other information exchanged or learned during the performance of this Agreement
that is identified as confidential or should reasonably be considered
confidential.
1.2. "Law(s)" refers to all applicable local, state, federal, and
international laws, rules, and regulations, including but not limited to
various acts and regulations related to Artifical Intelligence, telemarketing,
consumer protection, privacy, and spam.
1.3. "Territory" refers to the United States only, unless otherwise
specified in Client's Subscription Documentation, regardless of where the
Client accesses and uses the information.
2. SERVICES.
2.1. Services. Kalre offers a proprietary artificial intelligence multi-product
platform that includes various content generation tools, AI powered messaging
and communication tools and other services as may be offered from time to time
(collectively referred to as the "Services"). When you use our
Services, you may enter into a Subscription Documentation that details the
Services ordered from Kalre, including usage limits and other scope of use
descriptions. You may also have the option to purchase Services as part of a
package or bundle offer (referred to as a "Bundle"). Kalre is only
obligated to provide the services specified in this Agreement and any
applicable Subscription Documentation.
2.2. Alteration of Subscription Documentation. Any amendments or modifications
to existing Subscription Documentation must be agreed upon in writing by both
parties. Kalre is not obligated to perform any Services under amended
Subscription Documentation until the parties have agreed to the effect of such
changes on the applicable fees.
2.3. Modification of the Services. Kalre reserves the right to modify or
discontinue the Services at any time, temporarily or permanently, including by
adding, limiting, or discontinuing certain features or Bundles. Kalre may also
replace certain Services and Bundles with functionally equivalent alternatives
at its discretion. If any modification or alteration to the Services has a
material adverse effect on the functionality of the Services ordered under your
Subscription Documentation, you may terminate this Agreement and receive a
pro-rated refund for the unused portion of your Subscription Term.
2.4. Additional Terms. Certain Services or features may be subject to
additional terms, policies, rules, or guidelines that we may post or link to
from these Terms or the Services (referred to as "Additional Terms").
All Additional Terms are incorporated into these Terms and apply to your use of
the corresponding Services.
3.1. Use of Services. Kalre grants Client the right and
license to use our webbased platform and install and use mobile applications associated
with the Services, as well as access and use the Services for internal business
purposes. This right and license are limited and subject to the terms of this
Agreement, the Acceptable Use Policy, the Subscription Documentation, and Scope
of Use descriptions. The Services may not be appropriate or available for use
outside the Territory, and accessing them from illegal territories is
prohibited. Client is responsible for complying with all Laws and any
associated costs when accessing or using the Services outside the Territory.
Exporting the Services in violation of U.S. export laws is also prohibited.
3.2. Usage Requirements:
3.2.1 Use of Services. You may access, and we grant
you a non-exclusive right to use, the Services in accordance with these Terms.
You will comply with these Terms and all applicable laws when using the
Services. We and our affiliates own all rights, title, and interest in and
to the Services.
3.2.2 Feedback. We appreciate feedback, comments, ideas,
proposals and suggestions for improvements. If you provide any of these things,
we may use it without restriction or compensation to you.
3.2.3. Restrictions. You may not (i) use the Services in a
way that infringes, misappropriates or violates any person’s rights; (ii)
reverse assemble, reverse compile, decompile, translate or otherwise attempt to
discover the source code or underlying components of models, algorithms, and
systems of the Services (except to the extent such restrictions are contrary to
applicable law); (iii) use output from the Services to develop models that
compete with Kalre Incorporated (iv) use any automated or programmatic method
to extract data or output from the Services, including scraping, web
harvesting, or web data extraction; (v) represent that output from the Services
was human-generated when it is not or otherwise violate our Usage Policies; or
(vii), send us any personal information of children under 13 or the applicable
age of digital consent. You will comply with any rate limits and other
requirements in our documentation. You may use Services only in the United
States.
3.2.4. Third Party Services. Any third-party
software, services, or other products you use in connection with the Services
are subject to their own terms, and we are not responsible for
third party products.
3.3. Account Registration. Client must register for a Kalre
account to access the Services. Account information must be accurate and kept
up to date. Client is responsible for all use of its account(s), and Kalre is
not liable for unauthorized use of Client's account(s) unless directly caused
by Kalre.
3.4. Eligibility and Use by Others. By agreeing to these Terms, Client warrants
that it and its Authorized Users are over 18 years old, have not been
previously suspended or removed from the Services, and will comply with all
Laws. You may not make your access credentials or account available to others
outside your organization, and you are responsible for all activities that
occur using your credentials. Client may allow Authorized Users to
access the Services for Client's benefit, but they must also comply with this
Agreement. Authorized Users are subject to the terms and conditions
communicated by Kalre.
3.5. Responsibility for Authorized Users. Client is responsible and liable for all
Authorized Users' use and compliance with this Agreement. Client is solely
responsible for authorizing and creating access credentials for Authorized
Users and can restrict or terminate their rights as deemed appropriate. Kalre
may suspend an Authorized User's access at its discretion. Client must keep
access credentials confidential and notify Kalre of any security breaches or
unauthorized use. Client is responsible for ensuring compliance with applicable
Laws and will be liable for actions taken using its and its Authorized Users'
accounts.
3.6. General Restrictions. Client must not rent, lease, copy, transfer,
sublicense, or provide access to the Kalre Technology to third parties, except
for Authorized Users. Client must not incorporate the Kalre Technology into
other products or services without written authorization. The Kalre Technology
must not be used for time-sharing purposes or for the benefit of third parties.
Client must not publicly disseminate information about the Kalre Technology's
performance. Modifying or creating derivative works of the Kalre Technology,
reverse engineering, breaking security measures, or distributing the Kalre
Technology are prohibited. The Services must not be used in violation of the
Acceptable Use Policy, and proprietary notices must not be removed or obscured.
3.7. Beta Releases and Free Access Subscriptions. Kalre may provide certain
Services for free or on a trial basis, as well as early stage Services,
integrations, or features. These offerings are provided "as is" and
without warranty or support obligations. They may not be complete or fully
functional and may contain bugs or errors. Client may use them at its own risk.
Kalre makes no guarantees regarding their availability or future versions.
Kalre may discontinue these offerings at any time and terminate Client's right
to use them without liability.
4.1. Ownership of Client Data and Content. The Client
retains all rights to any text, images, or other content and data that they
choose or submit for use with the Services. This includes chat and message
logs, customer data. The Client grants Kalre a non-exclusive, worldwide,
royalty-free license to collect, use, store, and modify the Client Data as
necessary to provide the Services. The Client also instructs Kalre to use and
disclose customer data as needed to provide the Services, in accordance with
the Privacy Policy.
4.2. Aggregate/Anonymous Data. The Client agrees that Kalre has the right to
generate usage data from their use of the Services and may aggregate anonymized
Client Data. The parties acknowledge that Aggregate/Anonymous Data belongs to
Kalre and may be used for business purposes, including product development and
creating reports. Kalre will not distribute this data in a way that personally
identifies the Client or its customers, or violates any laws.
4.3. Monitoring. The Client understands that Kalre may
monitor and analyze their data, including customer data, to improve the Website
and Services. This includes customizing and communicating information or
product offerings to the Client, ensuring compliance with the Acceptable Use
Policy, and enhancing the Website and Services for all users. The Client also
acknowledges that any third-party platforms or providers they use in
conjunction with the Services may also monitor and analyze their data for
similar purposes.
4.4. Security. Kalre agrees to implement measures to secure its systems from
unauthorized access, use, or disclosure. Kalre is not responsible for any
Client Data other than its security obligations outlined in this section.
4.5. Storage. Kalre does not provide archiving services. During the
Subscription Term, the Client acknowledges that Kalre may delete Client Data
that is no longer in active use. After termination, Kalre may delete all Client
Data in its possession. Kalre may delete any Client Data at any time at their
discretion. Client is responsible to exporting or otherwise copying out any
data generated by the Services as Kalre is not responsible for its loss.
4.6. Privacy and Data Processing. The Privacy Policy explains in detail how
Kalre handles the information provided by the Client and their customers when
using the Services. By using the Services, the Client consents to the
collection, use, and transfer of this information to the United States and
other countries for storage, processing, and use by Kalre and its affiliates.
4.7. Content.
4.7.1 Your Content. You may provide input to the Services
(“Input”), and receive output generated and returned by the Services based on
the Input (“Output”). Input and Output are collectively “Content.” As between
the parties and to the extent permitted by applicable law, you own all Input.
Subject to your compliance with these Terms, Kalre hereby assigns to you all
its right, title and interest in and to Output. This means you can use Content
for any purpose, including commercial purposes such as sale or publication, if
you comply with these Terms. Kalre may use Content to provide and maintain the
Services, comply with applicable law, and enforce our policies. You are
responsible for Content, including for ensuring that it does not violate any
applicable law or these Terms.
4.7.2. Similarity of Content. Due to the nature of
machine learning, Output may not be unique across users and the Services may
generate the same or similar output for Kalre or a third party. For example,
you may provide input to a model such as “What color is the sky?” and receive
output such as “The sky is blue.” Other users may also ask similar questions
and receive the same response. Responses that are requested by and generated
for other users are not considered your Content.
4.7.3. Use of Content to Improve Services. We do
not use Content that you provide to or receive from our Dashboards except to
develop or improve our Services, except that we do not use submitted user data
to train our AI learning models except from situations where that data is only
used in your particular dashboard in Enterprise or special business accounts.
Please note that in some cases this may limit the ability of our Services to
better address your specific use case.
4.7.4. Accuracy. Artificial intelligence and machine
learning are rapidly evolving fields of study. We are constantly working to
improve our Services to make them more accurate, reliable, safe and beneficial.
Given the probabilistic nature of machine learning, use of our Services may in
some situations result in incorrect Output that does not accurately reflect
real people, places, or facts. You should evaluate the accuracy of any Output
as appropriate for your use case, including by using human review of the
Output.
5. CLIENT OBLIGATIONS.
5.1. Warranty. The client agrees to use the services provided by Kalre in full
compliance with all laws and the terms of this agreement, including the
acceptable use policy. The client also agrees not to use the services in a way
that would cause Kalre to violate any legal obligations. The client warrants
and represents that they have sole ownership of any data they provide to Kalre
or have the legal rights to provide such data. The client also warrants that
the data will not violate any third-party rights, including intellectual
property, privacy, and publicity rights. The client further warrants that
Kalre's possession and use of the data will not violate any contracts,
statutes, regulations, or other third-party rights. If the client receives any
take-down requests or infringement notices related to their data or use of third-party
products, they will promptly stop using these items and notify Kalre. If an
integration is included in the services, the client grants Kalre the right to
access their data or CRM system for the purposes of fulfilling Kalre's
obligations under this agreement, provided that the client is not restricted by
law or any applicable agreement from granting such right to Kalre.
6. AVAILABILITY OF SERVICES; SUPPORT.
6.1. Availability. The services will be generally available for access via the
website during the subscription term, subject to the terms of this agreement
and any scheduled maintenance. The availability may be affected by the client's
actions or omissions, failures or defects in the client's facilities, hardware,
software, or network, or circumstances beyond Kalre's control. If the services
are not available as stated, the client's sole remedy and Kalre's sole
liability will be support in accordance with section 6.2.
6.2. Support. Kalre provides web-based support through the website. Additional
support services may be available to the client for a fee, as specified in the
subscription documentation. The client is responsible for their own account
setup and onboarding. Kalre may also provide onboarding, deployment, and other
services under this agreement, including through third-party providers or
subcontractors. The scope, pricing, and terms for these additional services
will be outlined in the subscription documentation. Kalre's ability to deliver
the services depends on the client's cooperation and the accuracy and
completeness of any information provided by the client.
7. FEES AND PAYMENT.
7.1. Fees and Billing. You will pay all fees charged to your account
(“Fees”) according to the prices and terms on the applicable pricing page, or
as otherwise agreed between us in writing. We have the right to correct pricing
errors or mistakes even if we have already issued an invoice or received
payment. You will provide complete and accurate billing information including a
valid and authorized payment method. We will charge your payment method on an
agreed-upon periodic basis, but may reasonably change the date on which the
charge is posted. You authorize Kalre and its affiliates, and our third-party
payment processor(s), to charge your payment method for the Fees. If the
payment method selected is credit card, ACH, or direct debit, Client authorizes
Kalre to charge Fees automatically on an auto-renew basis. If your payment
cannot be completed, we will provide you written notice and may suspend access
to the Services until payment is received. Fees are payable in U.S. dollars and
are due upon invoice issuance. Subscription Fees are to be paid monthly or
annually in advance. Subscription Fees are non-refundable and non-creditable.
Unless otherwise specified, all Additional Subscription Fees
for additional Services will be billed when the Service is first accessed and
automatically renewed on the existing Subscription Start Date.
If a Free Access Subscription is not terminated before the
end of the Free Access Subscription Term, it will convert to a paid
Subscription and Client agrees to pay the applicable Subscription Fees. Payment
for all Fees is due at the time of the invoice date and will be automatically
billed to the credit card or bank account the client has placed on file with
Kalre.
7.2. Taxes. Unless otherwise stated, Fees do not
include federal, state, local, and foreign taxes, duties, and other similar
assessments (“Taxes”). You are responsible for all Taxes associated with your
purchase, excluding Taxes based on our net income, and we may invoice you for
such Taxes. You agree to timely pay such Taxes and provide us with
documentation showing the payment, or additional evidence that we may
reasonably require. Kalre uses the name and address in your account
registration as the place of supply for tax purposes, so you must keep this
information accurate and up-to-date.
7.3. Price Changes. We may change our prices by posting
notice to your account and/or to our website. Price increases will be effective
14 days after they are posted, except for increases made for legal reasons or
increases made to Beta Services (as defined in our Service Terms), which will
be effective immediately. Any price changes will apply to the Fees charged to
your account immediately after the effective date of the changes.
7.4. Disputes and Late Payments. If you want to dispute any
Fees or Taxes, please contact billing@Kalre.com within
thirty (30) days of the date of the disputed invoice. Undisputed amounts past
due may be subject to a finance charge of 1.5% of the unpaid balance per month.
If any amount of your Fees are past due, we may suspend your access to the
Services after we provide you written notice of late payment.
7.5. Free Tier. You may not create more than one account to
benefit from credits provided in the free tier of the Services. If we believe
you are not using the free tier in good faith, we may charge you standard fees
or stop providing access to the Services.
8. TERM AND TERMINATION.
8.1. Subscription Term. The initial term for any Subscription is either twelve
(12) months or is on a monthly basis, depending on the subscription term
elected at signup and will automatically renew for subsequent periods, unless
either party gives written notice of non-renewal at least one (1) month before
the end of the current Subscription Term when dealing with a 12 month
subscription or 10 days before the end of the current Subscription Term with
dealing with a monthly subscription. Client cannot cancel or terminate a
Subscription Term except as permitted by this Agreement.
8.2. Suspension of Services. Kalre may suspend access to the Services if the
account is overdue or if the Scope of Use limits are exceeded. Suspension may
also occur for breach of the Agreement or to protect the security and integrity
of the Services. Client remains responsible for payment of Fees during any
suspension period.
8.3. Termination. Either party may terminate the Agreement if the other party
fails to cure a material breach within thirty (30) days, ceases operation, or
seeks bankruptcy protection. Kalre may also terminate for breach of the
Agreement or repeated violations. If Client terminates during the Subscription
Term, they are responsible for the Fees due for the entire term.
These Terms take effect when you sign up for Services and
remain in effect until terminated. We may terminate these Terms for any reason
by providing you at least 30 days’ advance notice. We may terminate these Terms
immediately upon notice to you if you materially breach Sections 2 (Usage
Requirements), 5 (Confidentiality, Security and Data Protection), 8 (Dispute
Resolution) or 9 (General Terms), if there are changes in relationships with
third party technology providers outside of our control, or to comply with law
or government requests. We may suspend your access to the Services if
you do not comply with these Terms, if your use poses a security risk to us or
any third party, or if we suspect that your use is fraudulent or could subject
us or any third party to liability.
8.4. Effect of Termination. Upon termination, Client's license rights will end,
and access to the Services and Client Data will cease. Kalre may delete Client
Data. Any remaining payments for the Subscription Term will become due
immediately. All remedies under this Agreement are cumulative.
Effect on Termination. Upon termination, you will stop using
the Services and you will promptly return or, if instructed by us, destroy any
Confidential Information.
8.5. Survival. Certain sections of the Agreement survive termination, including
definitions, use rights and restrictions, client data, fees and payment, term
and termination, confidential information, Kalre technology, third-party
providers and products, indemnification, disclaimers, limitations of liability,
dispute resolution, and general provisions. The sections of these Terms which
by their nature should survive termination or expiration should survive,
including but not limited to Sections 3 and 5-9.
9. CONFIDENTIAL INFORMATION.
9.1. Confidentiality Obligation. Each party agrees to keep the other party's
Confidential Information confidential and not disclose it to third parties,
except as permitted in this Agreement. The Confidential Information may only be
used to fulfill the obligations and exercise the rights under this Agreement.
Each party may share the Confidential Information with its employees, agents,
contractors, subcontractors, or Authorized Users who have a legitimate need to
know, provided that they are bound by confidentiality obligations no less
protective than this Section. You may disclose Confidential Information when
required by law or the valid order of a court or other governmental authority
if you give reasonable prior written notice to Kalre and use reasonable efforts
to limit the scope of disclosure, including assisting us with challenging the
disclosure requirement, in each case where possible.
You may not disclose Confidential Information to any third
party, and you will protect Confidential Information in the same manner that
you protect your own confidential information of a similar nature, using at
least reasonable care. Confidential Information means nonpublic information
that Kalre or its affiliates or third parties designate as confidential or
should reasonably be considered confidential under the circumstances, including
software, specifications, and other nonpublic business information.
Confidential Information does not include information that: (i) is or becomes
generally available to the public through no fault of yours; (ii) you already
possess without any confidentiality obligations when you received it under
these Terms; (iii) is rightfully disclosed to you by a third party without any
confidentiality obligations; or (iv) you independently developed without using
Confidential Information.
9.2. Security. You must implement reasonable and
appropriate measures designed to help secure your access to and use of the
Services. If you discover any vulnerabilities or breaches related to your use
of the Services, you must promptly contact Kalre and provide details of the
vulnerability or breach.
9.3. Processing of Personal Data. If you use the Services to
process personal data, you must provide legally adequate privacy notices and
obtain necessary consents for the processing of such data, and you represent to
us that you are processing such data in accordance with applicable law.
9.4. Remedies. Both parties acknowledge that the disclosure of Confidential
Information may cause significant harm, and therefore, in the event of a breach
of this Section, each party is entitled to seek equitable relief in addition to
any other remedies available at law.
10. KALRE TECHNOLOGY.
10.1. Ownership and Updates. By accepting this Agreement, the Client
acknowledges that it is granted a limited right to use the Services and does
not acquire any ownership rights in Kalre Technology. Kalre retains all rights,
title, and interest in the Services, including any related documentation,
software, technology, logos, trademarks, and templates. Kalre also exclusively
owns any data generated from the use of the Services. The Client acknowledges
that it has no right to obtain a copy of the software behind the Services and
that Kalre may make updates and improvements to the Services.
10.2. Feedback. If the Client provides any feedback to Kalre, it grants Kalre a
license to use, copy, disclose, distribute, and exploit the feedback without
any obligation or restriction based on intellectual property rights. Kalre's
right to use the feedback does not limit its ability to independently develop
or market products.
11. THIRD-PARTY PROVIDERS AND THIRD-PARTY PRODUCTS.
Kalre may engage third parties to facilitate certain features of the Services.
The Client may also use third-party providers or products in connection with
the Services. The use of third-party providers or products may require separate
terms and conditions with those third parties. Kalre is not a party to those
terms and disclaims any liability or responsibility for third-party providers
and their access to the Services. Kalre is not responsible for Client Data once
it is transmitted or removed from the Services. Third-party providers are not
considered subcontractors under this Agreement, and Kalre disclaims any
responsibility for their actions or omissions.
12. INDEMNIFICATION.
12.1. Indemnification by Client. The Client agrees to indemnify and hold Kalre
harmless from any third-party claims arising from its unauthorized use of the
Services, violation of laws or third-party rights, disputes with third parties,
disputes with payment service providers, Client Data, or breach of this
Agreement. The Client also agrees to defend Kalre against these claims at
Kalre's request. You will defend, indemnify, and hold harmless us, our
affiliates, and our personnel, from and against any claims, losses, and
expenses (including attorneys’ fees) arising from or relating to your use of the
Services, including your Content, products or services you develop or offer in
connection with the Services, and your breach of these Terms or violation
of applicable law.
12.2. Disclaimer. THE SERVICES ARE PROVIDED “AS IS.”
EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATES AND LICENSORS
MAKE NO WARRANTIES (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) WITH RESPECT TO
THE SERVICES, AND DISCLAIM ALL WARRANTIES INCLUDING BUT NOT LIMITED TO
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY
QUALITY, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT
OF ANY COURSE OF DEALING OR TRADE USAGE. WE DO NOT WARRANT THAT THE SERVICES
WILL BE UNINTERRUPTED, ACCURATE OR ERROR FREE, OR THAT ANY CONTENT WILL BE SECURE
OR NOT LOST OR ALTERED.
12.3. Limitations of Liability. KALRE, ITS
SUPPLIERS, AFFILIATES AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT,
SPECIAL, INCIDENTAL, COVER, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL
DAMAGES OF ANY KIND, INCLUDING LOSS OF USE, LOST OR INACCURATE DATA,
INTERRUPTION OF BUSINESS, LOST PROFITS, COSTS OF DELAY, OR REPUTATIONAL HARM,
EVEN IF INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE
LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE GREATER OF THE
AMOUNT YOU PAID FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12
MONTHS BEFORE THE LIABILITY AROSE OR ONE HUNDRED DOLLARS ($100). For free
access subscriptions or beta releases, Kalre's total liability will not exceed
fifty U.S. dollars. THE LIMITATIONS IN THIS SECTION APPLY ONLY TO THE MAXIMUM
EXTENT PERMITTED BY APPLICABLE LAW.
12.4. Exclusions to Kalre's Indemnification. Kalre is not
required to indemnify the Client if the Services are modified by the Client in
violation of its obligations, used inconsistently with the Agreement, or used
in combination with other applications, products, or services not provided by
Kalre.
13. DISCLAIMERS
13.1. All Kalre technology, services, materials, and content
available through the Kalre technology are provided "as is" and on an
"as available" basis, except as expressly provided herein. Kalre and
its suppliers do not make any warranties, express or implied, statutory, or
otherwise, including but not limited to warranties of merchantability, title,
fitness for a particular purpose, or noninfringement. Kalre does not guarantee
that the Kalre technology will meet client's requirements or expectations, that
client data will be accurate, complete, or preserved without loss, or that the
Kalre technology will be secure, timely, uninterrupted, or error-free. Kalre
will not be responsible or liable for any client properties, third-party
providers, third-party products, third-party content, or non-Kalre services, or
for the collection, use, and disclosure of client data authorized by this
agreement. The disclaimers in this section apply to the maximum extent not
prohibited by applicable law.
13.2. Any advice or information obtained from the services or Kalre entities,
or any materials or content available through the services, does not create any
warranty regarding the Kalre entities or the services that is not expressly
stated in these terms. Kalre does not provide legal advice regarding data
privacy or compliance with relevant law in any jurisdiction. The use of the
services does not guarantee compliance with applicable laws in any
jurisdiction.
14. DISPUTE RESOLUTION & MANDATORY ARBITRATION
YOU AGREE TO THE FOLLOWING MANDATORY ARBITRATION AND CLASS ACTION
WAIVER PROVISIONS:
14.1. MANDATORY ARBITRATION. In the event the parties
are not able to resolve any dispute between them arising out of or concerning
these Terms and Conditions, or any provisions hereof, whether in contract,
tort, or otherwise at law or in equity for damages or any other relief, then
such dispute shall be resolved only by final and binding arbitration pursuant
to the Federal Arbitration Act, conducted by a single neutral arbitrator and
administered by the American Arbitration Association, or a similar arbitration
service selected by the parties, in a location mutually agreed upon by the
parties. The arbitrator's award shall be final, and judgment may be entered
upon it in any court having jurisdiction. In the event that any legal or
equitable action, proceeding or arbitration arises out of or concerns these
Terms and Conditions, the prevailing party shall be entitled to recover its
costs and reasonable attorney's fees. The parties agree to arbitrate all
disputes and claims in regards to these Terms and Conditions or any disputes
arising as a result of these Terms and Conditions, whether directly or
indirectly, including Tort claims that are a result of these Terms and
Conditions. The parties agree that the Federal Arbitration Act governs the
interpretation and enforcement of this provision. The entire dispute, including
the scope and enforceability of this arbitration provision shall be determined
by the Arbitrator. This arbitration provision shall survive the termination of
these Terms and Conditions.
14.2. Informal Dispute Resolution. We would like to
understand and try to address your concerns prior to arbitration. Before
seeking arbitration, you agree to try to resolve the dispute informally by
sending us notice at dispute-resolution@kalre.com,
you must include your name, a description of the dispute, and the relief you
seek. If we are unable to resolve a dispute within 60 days, you may pursue
arbitration. Any statute of limitations will be tolled during the 60-day resolution process.
14.3. Class Action Waiver
Any arbitration under these Terms and Conditions will take
place on an individual basis; class arbitrations and
class/representative/collective actions are not permitted. THE PARTIES AGREE
THAT A PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN EACH'S INDIVIDUAL
CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PUTATIVE CLASS,
COLLECTIVE AND/ OR REPRESENTATIVE PROCEEDING, SUCH AS IN THE FORM OF A PRIVATE
ATTORNEY GENERAL ACTION AGAINST THE OTHER. Further, unless both you and Kalre
agree otherwise, the arbitrator may not consolidate more than one person's
claims, and may not otherwise preside over any form of a representative or
class proceeding.
14.4. Severability. If any part of this Section 14 is
found to be illegal or unenforceable, the remainder will remain in effect,
except that if a finding of partial illegality or unenforceability would allow
Mass Filing or class or representative arbitration, this Section 14 will be
unenforceable in its entirety. Nothing in this section will be deemed to waive
or otherwise limit the right to seek public injunctive relief or any other
non-waivable right, pending a ruling on the substance of such claim from
the arbitrator.
15. GENERAL TERMS
15.1. Relationship of the Parties. These Terms do not
create a partnership, joint venture or agency relationship between you and
Kalre or any of Kalre’s affiliates. Kalre and you are independent contractors
and neither party will have the power to bind the other or to incur obligations
on the other’s behalf without the other party’s
prior written consent.
15.2. Assignment. This Agreement will apply to and benefit
the permitted successors and assigns of each party. Neither party can transfer
or attempt to transfer any of its rights or obligations under this Agreement
without the written consent of the other party, except that Kalre can assign
this Agreement to an affiliate or in connection with certain business
transactions. Any unauthorized transfer or assignment of this Agreement will be
invalid.
15.2. Use of Brands. You may not use Kalre’s or any of
its affiliates’ names, logos, or trademarks, without our
prior written consent. Unless otherwise specified, Kalre may use
Client's name, logo, and marks to identify Client as a Kalre Client on its
website and marketing materials.
15.3. Kalre Communication with Client. Client agrees to
receive emails and text messages from Kalre, including transactional,
operational, and marketing messages. Kalre may use automated technology to send
these messages to the contact information provided by Client. Client will keep
its contact information up to date and notify Kalre of any changes.
15.3.1. Referral Programs. Kalre may offer referral programs
to certain clients or users, allowing them to promote Kalre and its Services to
others. Participation in these programs is voluntary and subject to this
Agreement and the Referral Program Terms. Kalre may modify or terminate these
programs at any time.
15.3.2. Subcontractors. Kalre may use subcontractors to provide
the Services under this Agreement. Kalre is not required to obtain Client's
consent or provide notice of subcontracting. Kalre remains responsible for its
obligations under this Agreement regardless of subcontracting.
15.3.3. Subpoenas. Kalre may disclose Client Data as
required by law, subpoenas, or court orders. Kalre will make reasonable efforts
to notify Client where permitted.
15.3.4. Force Majeure. Neither party will be liable for any
delay or failure to perform its obligations under this Agreement due to causes
beyond its control, such as natural disasters or government orders.
15.3.5. Headings. The headings in this Agreement are
provided for convenience only and do not fully represent the content under each
heading. You acknowledge that you have read and understood the entire text of
this Agreement, including the headings.
15.3.6. No Third-Party Rights. This Agreement does not grant any third party
the right to enforce its provisions. The Client acknowledges that each
Subscription is only authorized for use by the legal entity or entities
specified in the Subscription Documentation, and not by any affiliates.
Client's affiliates are not permitted to use the Services under these Terms
unless they individually agree to the Terms and create their own account.
15.3.7. Attorneys' Fees and Costs. The prevailing party in any action to
enforce this Agreement will be entitled to recover reasonable attorneys' fees
and costs incurred in the action.
15.4. U.S. Federal Agency Entities. The Services were developed
solely at private expense and are commercial computer software and related
documentation within the meaning of the applicable U.S. Federal Acquisition
Regulation and agency supplements thereto.
15.4.1. Copyright Complaints. If you believe that
your intellectual property rights have been infringed, please send notice to
the address below. We may delete or disable content alleged to be infringing
and may terminate accounts of repeat infringers.
Kalre Incorporated
30 N.Gould St.
Ste. 28631
Sheridan, WY 82801
Attn: General Counsel / Copyright Agent
Written claims concerning copyright infringement must
include the following information:
- A physical or electronic signature of the person
authorized to act on behalf of the owner of the copyright interest;
- A description of the copyrighted work that you claim has
been infringed upon;
- A description of where the material that you claim is
infringing is located on the site;
- Your address, telephone number, and e-mail address;
- A statement by you that you have a good-faith belief that
the disputed use is not authorized by the copyright owner, its agent, or
the law; and
- A statement by you, made under penalty of perjury, that
the above information in your notice is accurate and that you are the
copyright owner or authorized to act on the copyright owner’s behalf.
15.5. Assignment and Delegation. You may not assign or
delegate any rights or obligations under these Terms, including in connection
with a change of control. Any purported assignment and delegation shall be null
and void. We may assign these Terms in connection with a merger, acquisition or
sale of all or substantially all of our assets, or to any affiliate or as part
of a corporate reorganization.
15.6. Modifications. We may amend these Terms from time to
time by posting a revised version on the website, or if an update materially
adversely affects your rights or obligations under these Terms we will provide
notice to you either by emailing the email associated with your account or
providing an in-product notification. Those changes will become effective no
sooner than 30 days after we notify you. All other changes will be effective
immediately. Your continued use of the Services after any change means you
agree to such change.
No waiver will be implied from conduct or failure to enforce
rights. Waivers must be in writing and executed by a duly authorized
representative.
15.7. Notices. All notices will be in writing. We may
notify you using the registration information you provided or the email address
associated with your use of the Services. Service will be deemed given on the
date of receipt if delivered by email or on the date sent via courier if
delivered by post. Kalre accepts service of process at this address: Kalre
Incorporated 30 N.Gould St. Ste. 28631 Sheridan, WY 82801,
Attn: contact@kalre.com. Client may send any notices under this
Agreement to Kalre Headquarters or by email. Kalre may send notices to the
email addresses on Client's account or to Client's postal address. Kalre may
also provide operational notices through posting on its website or the
Services. Both parties agree to receive electronic notices and acknowledge that
such notices satisfy legal communication requirements. Kalre is not responsible
for any email filtering applied by Client or its network provider.
15.8. Waiver and Severability. If you do not
comply with these Terms, and Kalre does not take action right away, this does
not mean Kalre is giving up any of our rights. Except as provided in Section
14, if any part of these Terms is determined to be invalid or unenforceable by
a court of competent jurisdiction, that term will be enforced to the maximum
extent permissible and it will not affect the enforceability of
any other terms.
15.9. Export Controls. The Services may not be used in
or for the benefit of, exported, or re-exported (a) into any U.S. embargoed
countries (collectively, the “Embargoed Countries”) or (b) to anyone on the
U.S. Treasury Department’s list of Specially Designated Nationals, any other
restricted party lists (existing now or in the future) identified by the Office
of Foreign Asset Control, or the U.S. Department of Commerce Denied Persons
List or Entity List, or any other restricted party lists (collectively, “Restricted
Party Lists”). You represent and warrant that you are not located in any
Embargoed Countries and not on any such restricted party lists. You must comply
with all applicable laws related to Embargoed Countries or Restricted Party
Lists, including any requirements or obligations to know your
end users directly.
15.9.1. Equitable Remedies. You acknowledge that
if you violate or breach these Terms, it may cause irreparable harm to Kalre
and its affiliates, and Kalre shall have the right to seek injunctive relief
against you in addition to any other legal remedies.
15.9.2. Counterparts; Electronic Transmission. This
Agreement may be executed in multiple counterparts, each of which will be
considered an original and all of which together will constitute one agreement.
A facsimile or electronic reproduction of this Agreement may be executed by one
or more parties, and such execution will be valid, binding, and effective for
all purposes. Upon request, all parties agree to execute an original of this
Agreement as well as any facsimile or reproduction.
15.9.3. Entire Agreement. These Terms and any
policies incorporated in these Terms contain the entire agreement between you
and Kalre regarding the use of the Services and, other than any Service
specific terms of use or any applicable enterprise agreements, supersedes any
prior or contemporaneous agreements, communications, or understandings between
you and Kalre on that subject.
The terms of the United Nations Convention on Contracts for
the Sale of Goods do not apply to this Agreement. The Uniform Computer
Information Transactions Act (UCITA) will not apply to this Agreement,
regardless of when or where it is adopted. Any terms provided by the Client,
including those in purchase orders or other business forms, are for
administrative purposes only and have no legal effect.
15.9.4. Jurisdiction, Venue and Choice of Law. These
Terms will be governed by the laws of the State of Louisiana, excluding
Louisiana’s conflicts of law rules or principles. Except as provided in the
“Dispute Resolution” section, all claims arising out of or relating to these
Terms will be brought exclusively in the state courts of East Baton Rouge
Parish, Louisiana or the Federal Courts in Louisiana, USA. Both parties
submit to the personal jurisdiction of these courts.
