General terms Once the agreement is signed, the Company will establish for the Customer an Organization Account in the Service with effect from the Subscription Commence Date. The Customer will then be able to grant users access to this Organization Account, limited to the number of users defined in this agreement. Customer shall ensure that each user of the Service (“User”) agrees to comply with applicable provisions of the Terms. Company may require Users to accept Company’s Acceptable Use Policy or similar.
The Service can only be used by Users for whom the Customer has a valid license through a paid contract price for the subscription, or at least a pending payment from the initial invoice. A User account must be connected to a valid email address. User accounts shall not be shared or used by more than one person.
The Customer shall not use the Service in a way that violates any laws, infringes on anyone’s rights, is offensive, or interferes with the Service or any features of the Service, and undertakes to ensure that all Users respect the Terms and this provision in particular. Customer is responsible for any and all activities that occur under User’s account. The Customer shall ensure that User identities, passwords, and equivalent obtained by the Customer in conjunction with registration are stored and used in a secure manner and cannot be accessed and used by third parties. Customer agrees to notify Company immediately of any unauthorized use of User’s account or any other breach of security.
The Customer is responsible for ensuring its use of the Service complies fully with all applicable laws and regulations. The Company does not provide legal advice regarding the use of the Service and is not liable for any legal consequences arising from the Customer’s use of the Service.
Company has no obligation to monitor the Service to assure compliance with the Terms. Company reserves the right at all times to edit, refuse to post or to remove and delete any information or materials, in whole or in part, if Company reasonably suspects it to be comprised by the prohibition above. The Customer guarantees that all information provided upon registration is correct.
Company shall not be liable for any losses that Customer may incur as a result of an unauthorized person using User’s password or account, either with or without User’s knowledge. However, Customer can be held liable for losses incurred by Company or a third party as a result of such unauthorized use. Users are not allowed to use anyone else’s account at any time.
Service level agreement The Services are provided “as is” as a standardized service; the right to use is not conditional or tied to a specific version or functionality at a certain time, but allows access to and use of the Services as is at all times.
Company will use commercially reasonable efforts to make the Service available with a monthly uptime percentage of at least 99.5%, during any monthly calendar cycle, planned downtime not included. Company reserves the right to make improvements, add, modify or remove functionality, or correct any errors or defects in the Service at its sole discretion, without any obligation or liability resulting from such act or defects. Company will however not remove functionality which in Company’s reasonable opinion must be considered a core functionality for the Service.
Company and Customer agree that the Service will not always be completely free of errors and that the improvement of the Service is a continuous process. The Customer is also aware that successful use of the Services is dependent on equipment and factors (such as sufficient internet connection) that the Customer has the responsibility for. Company is not liable for the discontinuance or disruption of the operation of the Service caused by the internet or any third party service the Customer needs in order to access the Service, including operating systems etc. Company’s equipment and system requirements are stated in Clause 2 and is subject to updates as stated therein. Third party software and operating system updates etc. may influence the usability of the Service, and Company has no responsibility in this regard. Company will however always use best efforts to accommodate and develop the Service for updates etc. on supported operating systems.
Company is only responsible for the functioning of the Service itself, and undertakes the following obligations regarding error handling with regards to the Service:
Level Category Description Resolution time
A
Critical All or material parts of the Service are unavailable and critical business functions cannot be performed.
One (1) business day
B
Serious
The Service is able to perform standard functions, but the Service performance or functionality is severely degraded or limited.
Three (3) business days
C
Less serious
Non-critical functions do not work and this has little or no business impact.
Consecutively
The resolution time stated in the table above starts when the Customer has given Company notice of the error and sufficient information to assess and understand what the error consists of. Notice shall be given by email to the email address stated in this agreement.
If Company has not succeeded in curing a category A or B error within the resolution time stated, the Customer is entitled to a period of free extension of the Service, and must claim such free extensions within ninety (90) days following the date of the error notification. The free extension for failing to meet the resolution time for category A errors shall be fourteen (14) days. For category B errors the free extension shall be four (4) days. For category C errors no free extension is given. Total free extension periods per year is limited to twenty-eight (28) days. The above described free extensions shall be the only remedy available to the Customer in case of failure to meet the resolution times stated above.
A category A error lasting more than five (5) days is considered a material breach, which gives the Customer a right to terminate the agreement. The same applies for a category B error lasting more than ten (10) days.
Planned downtime is not considered an error. Downtime may be necessary to perform updates or maintenance in hardware or software from time to time. Company may have planned downtime up to ten (10) times each calendar year. Planned downtime shall always be notified at least five (5) business days in advance and shall be done outside of normal business hours (0900-1700 CET),. For planned downtime of up to twenty-four (24) hours, notification shall be given at least ten (10) days in advance. Planned downtime pursuant to this clause is not considered a breach of contract.
Company shall provide backup of the Customer’s data, to restore it after a data loss event. For support purposes, The Company has internal administrators who can access Customers’ data. Company will never access the Customers’ data without prior approval from the Customer, however anonymized data may be used internally to further improve the machine learning algorithms. Logs are kept of any access by Company administrators.
Equipment and system requirements The Service is available on the following browsers: Latest two versions of Safari, Chrome, Firefox and Edge.
Company does not offer compatibility between the Service and other browsers, equipment, software and operating systems.
The system requirements may be updated by the Company without notice. The updated system requirements will be made available upon request by contacting support at support@kindly.ai. The Company shall however notify the Customer at least thirty (30) days in advance if Company will stop supporting previously supported equipment or software as stated above (and later amended). Customer shall be responsible for obtaining and maintaining all hardware, software and other equipment needed for the access and use of the Services, and is responsible for all charges and expenses related thereto. Customer is also responsible for the integration between the Service and the Customer’s own systems.
The customer understands and accepts that the Service can be expected to evolve during the agreement period. The Company reserves the right to add, modify and phase out functionality and/or web services in the Service without prior notice. If the Customer will be affected by any such changes, the Company will inform the Customer in writing with 30 days notice. For description of how changes are introduced to the API's provided by the Company please see our API License & Disclaimer .
The Company reserves the right to perform scheduled upgrades and maintenance to the Service, which may cause the Service to become temporarily unavailable to the Customer and its respondents.
Intellectual property rights Subject to the limited rights expressly granted in this agreement, the contractual relationship between Company and Customer does not constitute a transfer of any intellectual property rights from Company to Customer.
The Customer has no right to e.g. sell, lend, sub-licence, distribute in any way (free of charge or for consideration), create derivative works of, copy, frame, access or try to get access to the source code of, mirror or reverse engineer any part or feature of the Service, including all underlying intellectual property rights and/or know-how. The list is non-exhaustive. The Customer may not in any way modify, decompile, disassemble or reverse engineer the Service.
Rights to and ownership of the material supplied by Company to Customer, including all copyrights and ownership in relation thereto, shall at all times be exclusively owned by Company, and neither the direct customer nor any associated customer shall take any initiative that violates such rights and ownership. The Companys service logo and all other branding contained in the material supplied by the Company to the Customer and/or used in conjunction with the Service, are trademarks, trade names or other commercial symbols, and the rights of these will remain the exclusive property of the Company and/or its licensors.
The Customer may not under any circumstances try to modify, alter, translate or convey source code or other parts of this code in any software that the customer is given access to. In addition, the Customer may not resell or license any of the material obtained by Company to the Customer. Distribution lists, surveys and Email content, as the result of Customer use of the Service, remain the Customer's property. Collected data belongs to the Customer, and it can be retrieved by the Company and forwarded to the Customer free of charge within the contract period/period of notice. The Customer is solely responsible for the content that is created, processed and/or stored by the Service.
Customer may from time to time provide suggestions, comments for enhancements or functionality or other feedback (“Feedback”) to Company with respect to the Service or other Company IP, e.g. in connection with the customization of the Services for the Customer. Company shall have full discretion to determine whether or not to proceed with the development of the requested enhancements, new features or functionality. Customer hereby grants Company a royalty-free, fully paid up, worldwide, transferrable, sub-licensable, irrevocable and perpetual license to (a) copy, distribute, transmit, display, perform and create derivative works of the Feedback; and (b) to develop, manufacture, have manufactured, market, promote, sell, have sold, offer for sale, have imported, rent, provide and/or lease products or services which practice or embody, or are configured for use in practicing the Feedback and/or any subject matter of the Feedback.
Personal data The Customer owns all data, information and material of any kind input or uploaded to the Service by the Customer or Users, including personal data (the “Customer Data”). The Customer is the Data Controller for all personal data Company processes as part of providing the Services as defined by Article 4(7) of the General Data Protection Regulation (GDPR). This means that the Customer is responsible for ensuring that there is a lawful basis for the processing of this data.
The Data Controller is responsible for configuring the Service to comply with their own privacy policy, the (GDPR), and other relevant data privacy regulations.
If third-party systems or chat clients are used to consume the Company’s APIs, it is the Data Controller’s responsibility to ensure the processing is compliant with the provisions of GDPR and Data Subject rights.
Company acts as the Data Processor when processing personal data on behalf of the Data Controller as defined by Article 4(7) of the GDPR. Company will only process data, information and material in order to provide the Service to the Customer, including support, service and maintenance. Anonymized, disconnected data may be used to further improve machine learning algorithms. Data will not be processed for any other purposes unless there is a legal obligation for such processing.
Upon termination or expiration of the Agreement for any reason, Customer may request an export of the Customer Data in a pre-defined format within thirty (30) days of the effective date of such termination or expiration; provided that, such Customer Data shall remain subject to the Terms (including the restrictions with respect to its use and disclosure). Anonymized, disconnected data may be retained in order to further the quality of the Service.
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