Terms and Conditions
Version 1.03
Updated May 10, 2024
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Welcome to easyprompter.ai. The easyprompter.ai website is comprised of various
web pages operated by Kalre Incorporated. By using this website (https://easyprompter.ai), or various
subdomain websites (https://exampledomain.easyprompter.ai)
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.
A 7-day Free Trial is automatically granted to new users. The Free Trial runs for seven calendar days and Client will be charged for their selected plan on Day 8. If Client wishes to cancel the Free Trial, Client must send email requested cancellation before 5:00pm CST of the 7th day of Trial. Cancellation requests can be sent to [email protected] or via the Cancellation Form in the Client Account.
If a Free Access Subscription or 7-day Free Trial 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. There will be no refunds granted other than the terms listed here.
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 [email protected] 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 [email protected], 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: [email protected]. 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.
