This is an Agreement (“Agreement”) between Kissflow Inc., herein (“Kissflow”), having an office and place of business at Kissflow, Inc.,1000 N West Street, Suite 1200, Wilmington, Delaware, 19801, USA and the entity agreeing to the terms herein (“Participant”, “You”, “you” or “Customer”). By using or accessing any part of the Service, You agree that you have read, understand, and agree to be bound by all of these terms and conditions. If you do not agree to all of these terms and conditions, You must not use or access the Service. If you are entering into this Agreement on behalf of a company, you acknowledge that you have the authority to bind that company to the terms of this Agreement.
1. Description of Service
Kissflow provides a software as a web service, also referred to as cloud service, named Kissflow (hereinafter referred as “Service” or “Services”). The Service is offered and provided subject to the terms and conditions of this Agreement. The Customer shall connect to the Service using any internet browser or mobile application supported by the Service. The Customer is responsible for obtaining access to the internet and the equipment necessary to access the service.
2. Modification of Terms of Service
Kissflow reserves the right to update and change the Terms of Service from time to time; an updated version will be published on our website at terms of service. Any new features that augment or enhance the current Service, including the release of new tools and resources, shall be subject to this Terms of Service. You may terminate your use of the Services if the Terms are modified in a manner that substantially affects your rights in connection with use of the Services. Your continued use of the Service after any such changes shall constitute your consent to such changes. You can review the most current version of the Terms of Service at any time at terms of service.
3. Restrictions on Use
In addition to all other terms and conditions of this Agreement, you shall not: (i) transfer or otherwise make available to any third party the Services; (ii) provide any service based on the Services without prior written permission; (iii) use the Services for spamming and/or other illegal purposes; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service.
4. Payment, Refund, and Subscription Terms
A free trial is offered without the need for a credit card.
To continue using the Services after the free trial period, you must begin a paid subscription which requires a valid credit card. Enterprise customers may request a paper contract that includes alternate billing arrangements including purchase orders.
The Service is billed on a monthly and/or annual basis. In both cases, the amount billed is non-refundable. There will be no refunds or credits for partial months of service.
Each term shall automatically renew for subsequent periods of the same length as the initial term unless either party gives the other written notice of termination at least thirty (30) days prior to expiration of the then-current term. Information on the subscription options and charges for all paid Services is available in the pricing page of our website. Kissflow reserves the right to change the subscription fee from time to time. In case of non-payment for any reason or any violation of these terms, Kissflow shall be entitled – without liability – to immediately bar Customer’s access to the Service.
5. Data ownership & Privacy
Kissflow does not own any customer data. The Customer shall have the sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use any and all customer data.
Kissflow provides an automatic data backup for all customer data. This backup solution is built on top of the world’s leading cloud hosting providers like Google, Inc., Amazon.com, Inc., and others. However, there might be rare occasions of data loss or failure to store or retrieve any data due to a defect in our software or the software used by the above-mentioned cloud service providers. In such cases, Kissflow will restore the last backup data in mutual consultation with the customer.
Solely and only for the purpose of providing the services to you, with respect to Kissflow functionalities like backup, replication, high availability, caching for speed, performance, throughput and various other functional and non-functional capabilities, you grant Kissflow royalty-free, worldwide permission to access, copy, distribute, store, transmit, reformat, display and perform the content of your account. You hereby consent that, Kissflow may identify you as a Customer of the service (using your name and logo) and generally describe the products or services it provides to you in its promotional materials, presentations, media, press releases and proposals to other current and prospective customers.
If a Customer does not renew the subscription for the Service, Kissflow shall provide all Customer Data on explicit written request from the customer in a generally accessible format within 30 days after the end of such term and thereafter may delete the customer account and all of the Customer Data. Please note that some information like billing and subscription may remain with us for accounting and legal reasons. Additionally, Customer Data may remain with us for the period of 90 days on our replication servers and/or high availability servers, beyond which it is completely deleted.
Confidential Information of the Customer shall mean all business and technological information of Customer and shall include the Customer Data. Confidential Information of Kissflow shall mean the Services other than the Customer Data. Confidential Information shall not include any information which is in the public domain (other than through a breach of this agreement), which is independently developed by the recipient or which is received by a third party not under restriction. The recipient will not disclose the Confidential Information, except to affiliates, employees, agents, professional advisors, or third party vendors who participate in the provision of the Services hereunder who need to know it and who have agreed to keep it confidential. The recipient will ensure that those people and entities use the received Confidential Information only to exercise rights and fulfill obligations under this Agreement, while using reasonable care to keep it confidential. The recipient may also disclose Confidential Information to the extent required by an order of a government entity of appropriate jurisdiction; provided that the recipient uses commercially reasonable efforts to promptly notify the other party of such disclosure before complying with such order.
7. General Account Terms
Access to the Service is only available to the Customer and the Users to whom the Customer grants access, subject to the Customer making the applicable payments for the Service under this Agreement.
Usernames and passwords are personal, and are to be considered part of Confidential Information of Customer. The Customer is at all times fully liable for all acts and omissions by Users whom the Customer has granted access and agrees to indemnify Kissflow for all claims and losses related to such acts and omissions.
Customer may not use the Service for any illegal or unauthorized purpose. Customer must not, in the use of the Service, violate any laws in customer jurisdiction (including but not limited to copyright laws).
Kissflow may make updates to the Service from time to time as per market demands.
Customer is responsible for all taxes and Customer will pay Kissflow for the Services without any reduction for taxes. If Kissflow is obligated to collect or pay taxes, the taxes will be invoiced to Customer.
Except as expressly set forth herein, this Agreement does not grant either party any rights, implied or otherwise, to the other’s content or any of the other’s intellectual property. As between the parties, Customer owns all Intellectual Property Rights in Customer Data and Kissflow owns all Intellectual Property Rights in the Service.
When the Customer pays Kissflow via bank transfer, the necessary bank transfer charges should be borne by the Customer. For avoidance of doubt, the total license fee payable should be credited to our account without any deductions.
8. Warranty and Disclaimer
Kissflow warrants that it will provide 99% uptime of the service failing which downtime credit will be provided for the time the service was not available.
Kissflow agrees to defend, indemnify, and hold harmless Customer, its Affiliates, and their respective, officers, directors, employees, agents, representatives and contractors from and against any claims, actions, demands, liabilities and expenses, including, without limitation, damages, other monetary relief, expert fees, costs and reasonable legal fees, alleging or resulting from any claim that the Services infringe upon the intellectual property rights of whatever type or form of any third party.
Kissflow is not responsible for any delays, delivery failures, or other damage resulting from limitations, delays, and other problems inherent in the use of the Customer provided internet and electronic communications.
Except as otherwise provided herein, the Service is provided on an “AS IS” basis, without warranties of any kind, either express or implied, including, without limitation, implied warranties of title, merchantability, fitness for a particular purpose or non-infringement. Kissflow takes reasonable care for virus protection and other harmful components; however, given the nature of virus evolution, Kissflow makes no warranty that the service will be free of viruses or other harmful components.
Kissflow makes no warranty that:
the service will be error-free or uninterrupted (including, without limitation, interruptions that occur in the context of regularly scheduled maintenance); however, when such errors or interruptions occur, Kissflow will take reasonable efforts the rectify the errors and interruptions; any information or advice obtained by the Customer in connection with the usage of the Service for the fitment of its internal business purpose will be accurate or complete. Kissflow’s employees and consultants make a best case effort to provide the most relevant information to the customer but Kissflow would not be able to guaranteed its accuracy or fitment for purpose; that should be decided by the customer by taking into account other factors that Kissflow might not be privy to, the results of using the Service will meet Customer requirements.
9. Limitation of Liability
IN NO EVENT SHALL KISSFLOW BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER LOSS OR DAMAGE WHATSOEVER OR FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, COMPUTER FAILURE, LOSS OF BUSINESS INFORMATION, OR OTHER LOSS ARISING OUT OF OR CAUSED BY YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN IF KISSFLOW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH KISSFLOW RELATED TO ANY OF THE SERVICES SHALL BE TERMINATION OF SUCH SERVICE. IN NO EVENT SHALL KISSFLOW’S ENTIRE LIABILITY TO YOU IN RESPECT OF ANY SERVICE, WHETHER DIRECT OR INDIRECT, EXCEED THE LAST 3 MONTHS FEES PAID BY YOU TOWARDS SUCH SERVICE
10. Privacy Terms
11. Governing Law & Jurisdiction
This agreement shall be governed by the laws of the State of Delaware, United States of America.
Last Updated: Aug 08, 2019