Konnecto- Terms Of Service

IMPORTANT, READ CAREFULLY: YOUR USE OF AND ACCESS TO THE KONNECTO PLATFORM (AND ANY ASSOCIATED SOFTWARE AND WEBSITES) AND PRODUCTS AND SERVICES DESCRIBED ON YOUR ORDER FORM(S) (COLLECTIVELY, THE “SERVICES”) PROVIDED BY KONNECTO US INC. AND ITS AFFILIATES (“KONNECTO”) IS CONDITIONED UPON YOUR COMPLIANCE WITH AND ACCEPTANCE OF THESE TERMS AND CONDITIONS, INCLUDING USE IN ACCORDANCE WITH THE CURRENT VERSION OF ANY SUPPORTING TECHNICAL DOCUMENTATION PROVIDED TO YOU BY KONNECTO. PLEASE REVIEW THOROUGHLY BEFORE ACCEPTING.

BY PURCHASING, USING, OR OTHERWISE ACCESSING ANY OF THE SERVICES YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS AND ALL ORDER FORMS AND POLICIES INCORPORATED HEREIN BY REFERENCE (THE “AGREEMENT”). THE SERVICES ARE NOT AVAILABLE TO PERSONS WHO ARE NOT LEGALLY ELIGIBLE TO BE BOUND BY THESE TERMS.

1. 1. Subscription to the Program. 
2. ‍
3. 1.1.General. Subject to the terms and conditions of this Agreement and the Subscription Scope (as defined below), Company hereby grants Customer the right to access and use the Program, during the Term (defined below). The foregoing right to access and use the Program is subject to, and in consideration of, the full payment of the SaaS subscription fee for the Programs that is set forth in Annex B attached hereto ("Subscription Fee").
4. "Subscription Scope" means any Service usage and/or consumption limitations (for example, as to volume of Permitted User, volume of analysis, volume of territories, features, duration) set forth in the Order Form.
5. ‍
6. 1.2 Additional Subscriptions. Purchases of access to additional Permitted Users and/or purchases of additional volume (such additional analysis and/or access to the consumer journey dashboard in additional territories) under the Subscription Scope (collectively, "Additional Subscriptions"), shall be made by mutually signed written addendum to the Order Form or by executing a new order form, in each case according to the pricing agreed between the parties (or the pricing pre-agreed in the Order Form, if any). If Additional Subscriptions take effect during a Subscription Term, the Subscription Fees and the term therefor will be prorated to be coterminous with said Subscription Term. 

1. 2. Services.  Customer agrees: (i) to cooperate with Company in order for Company to provide Services to Customer; (ii) to comply with instructions that Company may provide to Customer in connection with Company’s provision of Services to Customer, and (iii) that the provision of certain Services by Company may be dependent on Customer providing the foregoing cooperation. 
2. ‍
3. 3. Customer Account. A Customer account will be created in connection with Customer’s use of the Program ("Account"). Customer must not allow anyone other than Customer’s permitted users (each a "Permitted User") to access and use Customer’s Account. Customer acknowledges and agrees: (i) to keep, and ensure that Permitted Users keep, all Account login details and passwords secure at all times; (ii) to remain solely responsible and liable for the activity that occurs in Customer’s Account, (ii) that the login details for each Permitted User may only be used by that Permitted User, and that multiple people may not share the same login details; and (iv) to promptly notify Company in writing if Customer becomes aware of any unauthorized access or use of Customer’s Account or the Program.  
4. ‍
5. 4. Restrictions on Use.  Customer shall only access the Program via the Company-designated web portal and in connection with Customer’s Account. Customer must not, and shall not allow any Permitted User or third party to: (i) circumvent, disable or otherwise interfere with security-related features of the Program or features that enforce limitations on use of the Program; (ii) violate or abuse password protections governing access to the Program; (iii) allow any third party to use the Program; (iv) sell, rent, lease, license or timeshare the Program or use it in any service bureau arrangement; (v) copy, modify, reverse engineer, decompile, disassemble or derive, or attempt to derive, the source code of, the Program or any components thereof; (vi) use the Program to develop a competing service or product; (vii) use any automated means to access the Program; (viii) take any action that imposes or may impose, at Company's sole discretion, a disproportionately large load on the Company infrastructure; (ix) interfere or attempt to interfere with the integrity or proper working of the Program; (x) remove, deface, obscure, or alter Company's, or any third party's, copyright notices, trademarks, or other proprietary rights affixed to or provided as part of the Program, or use or display logos of the Program differing from those of Company; and/or (xi) use the Program in any unlawful manner or in breach of this Agreement.
6. ‍
7. 5. Customer Data.  While using the Program and by default, there would be no personal identifiable information transfer between the two parties. 
8. ‍
9. 6. Intellectual Property.  
10. 6.1 Program. The intellectual property and all other rights, title and interest of any nature in and to the Program, and any related content, documentation and Services provided or made available by Company hereunder, including all modifications, upgrades, customizations and derivative works (whether or not permitted under this Agreement) of the Program, are and shall remain the exclusive property of Company and its licensors. Except as expressly set forth herein, nothing in this Agreement shall be construed as transferring any rights, title or interests to Customer or any third party. Company and its licensors reserve any and all rights not expressly granted in this Agreement.
11. ‍
12. 6.2 Anonymous Information. Company may collect, use and publish Anonymous Information (defined below), and disclose it to its third-party service providers, to provide, improve and publicize Company's programs and services. "Anonymous Information" means information about the use of the Program which does not enable identification of an individual, such as aggregated and analytics information about the use of the Program. Company owns all Anonymous Information collected or obtained by Company.
13. ‍
14. Payments. 
15. 7.1 Subscription Fee. Customer’s access to and use of the Program is subject to Customer’s payment in full of the Subscription Fee for the related subscription period.  
16. ‍
17. 7.2 Services Fee. The provision of any Services hereunder is subject to Customer’s up-front payment in full of the related Services Fee.
18. ‍
19. 7.3 Payment Terms. Unless otherwise expressly stated herein, all payments hereunder are quoted and shall be paid in United States Dollars. Payments shall be made without any right of set-off or deduction and are irrevocable and (except as expressly set forth herein) nonrefundable. All Company invoices are payable within thirty (30) days of the date of the invoice. Any amount not paid when required to be paid hereunder shall accrue interest on a daily basis until paid in full at the lesser of: (i) the rate of one and a half percent (1.5%) per month; or (ii) the highest amount permitted by applicable law.
20. ‍
21. 7.4 Taxes. All fees payable to Company are exclusive of applicable taxes (including without limitation VAT), withholdings or duties, and the fees set forth in Annex B are the net amounts which Company shall be paid by Customer hereunder. Customer shall be responsible for the payment of all taxes, withholdings and duties of any kind payable with respect to its subscription to the Program or the purchase of Services arising out of or in connection with this Agreement, other than taxes based on Company's net income.  In the event that Customer is required by the applicable law to withhold taxes imposed upon Customer for any payment under this Agreement then the amounts due to Company shall be increased by the amount necessary so that Company receives an amount equal to the sum it would have received had Customer not made any withholding. 
22. ‍
23. 8. Term. This Agreement shall be effective upon the Effective Date and shall continue for a term which is defined in the order form.

1. 1. 8.1 Automatic Renewal. Each subscription term will automatically renew for successive one-year periods unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.
2. 9. Termination.
3. 9.1 Material Breach. Either party may terminate this Agreement with immediate effect if the other party materially breaches this Agreement and such breach remains uncured (to the extent that the breach can be cured) fifteen (15) days after having received written notice thereof.
4. ‍
5. 9.2 Distress Event. In the event that either party becomes liquidated, dissolved, bankrupt or insolvent, whether voluntarily or involuntarily, or shall take any action to be so declared, the other party shall have the right to immediately terminate this Agreement.
6. 10. Suspension. If Company believes that Customer is using the Program in a manner that may cause harm to Company or any third party then Company may, without derogating from Company’s right to terminate this Agreement for any breach hereof, suspend Customer's access to and use of the Service until such time as Company believes the threat of harm, or actual harm, has passed. 
7. 11. Effect of Termination.
8. General. Upon termination of this Agreement: (i) Customer shall immediately discontinue all access and use of the Program and shall promptly, but in any event within three (3) days, permanently delete all copies of the Documentation in Customer’s possession or control, the Customer will be entitled to pro rata refund of amounts it has paid in advance for the unused portion of the Term that follows the effective date of termination. 
9. Survival. This Section ‎1‎1 and Sections 4 (Restrictions on Use), ‎6 (Intellectual Property), ‎7 (Payments, to the extent any amounts due hereunder remain payable), ‎11 (Effect of Termination) ‎12 (Warranty Disclaimer), ‎13 (Limitation of Liability), ‎14 (Indemnification), ‎15 (Confidential Information), and ‎16 (Independent Contractors) to ‎20 (General) shall survive termination of this Agreement.
10. ‍
11. Warranty Disclaimer.  
12. Except as expressly set forth herein: (i) the Program, Reports (defined below), and Services are provided on an "as is" basis; and (ii) ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.  COMPANY WILL NOT BE LIABLE OR RESPONSIBLE FOR: (a) ANY TECHNICAL PROBLEMS OF THE INTERNET (INCLUDING WITHOUT LIMITATION SLOW INTERNET CONNECTIONS OR OUTAGES); AND/OR (b) ANY ISSUE THAT IS ATTRIBUTABLE TO CUSTOMER’S HARDWARE OR SOFTWARE OR CUSTOMER’S INTERNET OR DATA SERVICE PROVIDER.
13. COMPANY DOES NOT OFFER A WARRANTY OR MAKE ANY REPRESENTATION REGARDING ANY CONTENT, REPORTS, INFORMATION, OR RESULTS THAT CUSTOMER OBTAINS THROUGH USE OF THE PROGRAM (COLLECTIVELY, "REPORTS"), OR THAT THE REPORTS ARE COMPLETE OR ERROR-FREE. THE REPORTS DO NOT CONSTITUTE LEGAL ADVICE, AND CUSTOMER UNDERSTANDS IT MUST DETERMINE FOR ITSELF THE NEED TO OBTAIN ITS OWN INDEPENDENT LEGAL ADVICE REGARDING THE SUBJECT MATTER OF ANY REPORT AND/OR ANY SOFTWARE THAT CUSTOMER USES OR IS CONSIDERING TO USE. CUSTOMER’S USE OF AND RELIANCE UPON THE PROGRAM AND ANY REPORTS IS ENTIRELY AT CUSTOMER’S SOLE DISCRETION AND RISK, AND COMPANY SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER TO CUSTOMER IN CONNECTION WITH ANY OF THE FOREGOING.
14. ‍
15. Limitation of Liability.
16. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY LOSS OF INCOME, PROFITS, GOODWILL, REPUTATION, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES THAT ARISE UNDER THIS AGREEMENT OR THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE PROGRAM, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
17. COMPANY'S TOTAL AGGREGATE LIABILITY FOR ALL DAMAGES AND LOSSES UNDER THIS AGREEMENT, OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE PROGRAM, SHALL NOT UNDER ANY CIRCUMSTANCE EXCEED THE AMOUNT OF FEES ACTUALLY PAID BY CUSTOMER TO COMPANY UNDER THIS AGREEMENT WITHIN THE TWELVE (12) MONTHS PRECEDING THE DATE OF BRINGING A CLAIM.
18. ‍
19. Indemnification. 
20. By Company- Company hereby agrees to defend and indemnify Customer against any damages awarded against Customer by a court of competent jurisdiction, or paid in settlement, in connection with a third party claim, suit or proceeding that Customer’s use of the Program within the scope of this Agreement infringes any copyright or trade secret of a third party. Company shall have no obligations or liability hereunder to the extent that the alleged infringement is based on the Customer Data. Without derogating from the foregoing defense and indemnification obligation, if Company believes that the Program, or any part thereof, may infringe, then Company may in its sole discretion: (i) obtain (at no additional cost to Customer) the right to continue to use the Program; (ii) replace or modify the allegedly infringing part of the Program so that it becomes non-infringing while giving substantially equivalent performance; or (iii) if Company determines that the foregoing remedies are not reasonably available, then Company may require that use of the (allegedly) infringing Program (or part thereof) shall cease and in such an event Customer shall receive a prorated refund of any Subscription Fees paid for the unused portion of the subscription period. This section states Company's entire liability and Customer's exclusive remedy for infringement.
21. ‍
22. By Customer- Customer hereby agrees to defend and indemnify Company against any damages awarded against Company by a court of competent jurisdiction, or paid in settlement, in connection with a third party claim, suit or proceeding that use of the Program within the scope of this Agreement infringes any intellectual property rights of a third party. 
23. General. The defense and indemnification obligations of the indemnifying party under this section are subject to: (i) the indemnifying party is given prompt written notice of the claim; (ii) the indemnifying party being given immediate and complete control over the defense and/or settlement of the claim; and (iii) the indemnified party providing cooperation and assistance, at the indemnifying party’s expense, in the defense and/or settlement of such claim and not taking any action that prejudices the indemnifying party's defense of or response to such claim.
24. ‍
25. Confidential Information. Each party may have access to certain non-public and/or proprietary information of the other party, in any form or media, including (without limitation) confidential trade secrets and other information related to the products, software, technology, data, know-how, or business of the other party, whether written or oral, and any such other information that, regardless of the manner in which it is furnished and given the totality of the circumstances, a reasonable person or entity should have reason to believe is proprietary, confidential, or competitively sensitive ("Confidential Information"). Each party shall take reasonable measures, at least as protective as those taken to protect its own confidential information, but in no event less than reasonable care, to protect the other party's Confidential Information from disclosure to a third party. Neither party shall use or disclose the Confidential Information of the other party except as expressly permitted under this Agreement or by applicable law. All right, title and interest in and to Confidential Information are and shall remain the sole and exclusive property of the disclosing party. The terms of this Agreement are Confidential Information of Company (although Customer may disclose the terms herein to its advisers and (potential and actual) investors, subject to a confidentiality undertaking).
26. ‍
27. Independent Contractors. The parties are independent contractors. Nothing in this Agreement shall create a partnership, joint venture, agency, or employment relationship between the parties. Neither party may make, or undertake, any commitments or obligations on behalf of the other.
28. ‍
29. Assignment. This Agreement and any rights or obligations hereunder: (i) may not be transferred or assigned by Customer without the prior written consent of Company; but (ii) may be transferred or assigned by Company. Subject to the foregoing conditions, this Agreement shall be binding upon and inure to the benefit of each party and its respective assigns. Any prohibited assignment shall be null and void.
30. ‍
31. Notice. Unless otherwise agreed to by the parties, any notice, requests, demands, claims and other communications under this Agreement shall be in writing and addressed and delivered to the other party’s address set forth above on the first page of this Agreement, by electronic mail given below. Notice shall be deemed to have been received by a party: (i) when delivered personally by hand (with written confirmation of receipt); (ii) if given by electronic mail, once such notice or other communication is transmitted to the electronic mail specified below, and, if applicable, electronic confirmation of receipt or, if transmitted and received on a non-business day, on the first business day following transmission and, if applicable, electronic confirmation of receipt; or (iii) on the fifth (5^th) business day after which such notice is deposited prepaid in the registered postal system.  Either party may change its address for notice purposes upon issuance of notice thereof in accordance with this section.
32. Company email:
33. info@konnecto.com
34. Customer email:
35. _________________
36. Governing Law and Settlement of Disputes.
37. This Agreement shall be governed by the laws of the State of New York, without regard to its conflict of laws provisions. The United Nations Convention for the International Sale of Goods shall not apply.
38. In the event of any dispute arising out of this Agreement, each party agrees to cooperate and negotiate in good faith with the other party in an effort to amicably resolve said dispute. All disputes arising out of this Agreement shall be subject to, and each party hereby consents to, the sole and exclusive jurisdiction of the competent courts located in New York County, NY. Notwithstanding the foregoing, Company may seek injunctive or other equitable relief in any jurisdiction in order to protect its intellectual property rights.  
39. ‍
40. General. The headings used in this Agreement are for convenience only and shall in no case be considered in construing this Agreement. Each annex that is attached hereto is incorporated herein by this reference. Any capitalized but undefined term in an annex shall have the meaning given to it in this Agreement. Any purchase order entered into between the parties shall be deemed to incorporate the terms of this Agreement. If a purchase order contains terms that purport to modify or supplement the terms of this Agreement then those purchase order terms shall have no force or effect, unless expressly agreed to in writing by both parties. In the case of inconsistency or contradiction between this Agreement and any purchase order, this Agreement shall prevail. This Agreement: (i) comprises the entire agreement between the parties regarding the subject matter hereof and supersedes and merges all prior understandings, oral and written, between the parties relating to the subject matter of this Agreement; and (ii) may only be modified by a writing that is mutually signed by both parties. Except for each party's payment obligations hereunder, neither party shall be liable for any failure to perform due to causes beyond its reasonable control. If any part of this Agreement is held by a court of competent jurisdiction to be illegal or unenforceable, the validity or enforceability of the remainder of this Agreement shall not be affected and such provision shall be deemed modified to the minimum extent necessary to make such provision consistent with applicable law and, in its modified form, such provision shall then be enforceable and enforced. No failure or delay in exercising any right hereunder by either party shall operate as a waiver thereof, nor will any partial exercise of any right hereunder preclude further exercise. This Agreement may be executed: (a) in counterparts, both of which taken together shall constitute one single Agreement between the parties; and (b) via facsimile, and a facsimile copy of either party's signature shall be deemed and be enforceable as an original thereof.