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Terms

KWANZOO TERMS OF SERVICE (TOS) AGREEMENT

    1. PLEASE READ THE FOLLOWING TERMS OF SERVICE (the “TERMS”) CAREFLY BEFORE USING ANY KWANZOO SERVICE. THE USE OF ANY KWANZOO SERVICES WILL SIGNIFY YOUR AGREEMENT TO BE BOUND BY THE TERMS. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT USE KWANZOO SERVICES.
    2. Purpose of Agreement

Kwanzoo Services are made available to you subject to the following terms and conditions. Kwanzoo may specify additional terms and conditions that are referenced in an estimate or invoice. Such subsequent terms and conditions are incorporated into the terms and conditions of the Kwanzoo Services herein, by your acceptance of the estimate or invoice from Kwanzoo, electronically or in writing. We may also offer other services under different terms and conditions.

    1. Description of Service

We provide a cloud-based software platform and an array of services for retargeting, account-based marketing, display personalization, demand generation, and other outbound marketing programs with integration into third party marketing applications and systems (“Service” and “Services”).

    1. Subscription to Beta Service or Free Trial Service

We may offer certain Services as closed or open beta services (“Beta Service” or “Beta Services”) or a limited time Trial service (“Trial Service”) for the purpose of testing and evaluation. You agree that we have the sole authority and discretion to determine the period of time and usage limits for testing and evaluation of Beta Services or Trial Service. We will be the sole judge of the success of such testing and the decision, if any, to offer the Beta Services as commercial services, or continue to offer the Trial Service. You will be under no obligation to acquire a subscription to use any paid Service as a rest of your subscription to any Beta Service or Trial Service. We reserve the right to fly or partially discontinue, at any time and from time to time, temporarily or permanently, any of the Beta Services or Trial Service with or without notice to you. You agree that Kwanzoo will not be liable to you or to any third party for any harm related to, arising out of, or caused by the modification, suspension or discontinuance of any of the Beta Services or Trial Service for any reason.

    1. Modification of Terms of Service

We may modify the Terms upon thirty (30) days written notice to you at any time. These modifications may include, without limitation, payment for the Services. You will be provided notice of any such modification by electronic mail and by publishing the changes on the website http://www.kwanzoo.com/terms-of-service. You will be provided the option to terminate your use of the Services within sixty (60) days of receipt of notice of modification of the Terms, 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 more than sixty (60) days after notice of any change to the Terms will be deemed to be your agreement to the amended Terms.

    1. Member Registration Obligations

In consideration of your use of the Services, you agree to:
a) provide true, accurate, current and complete information about yourself as prompted by the Registration Process (“Registration Data”); and
b) maintain and promptly update your Registration Data to keep it true, accurate, current, and complete.
If you provide any information that is untrue, inaccurate, outdated, or incomplete, or if Kwanzoo has reasonable grounds to suspect that such information is untrue, inaccurate, outdated, or incomplete, Kwanzoo may terminate your Account and refuse current or future use of any or all of the Services.

    1. Personal Information and Privacy

Personal information you provide to Kwanzoo through the Service is governed by Kwanzoo Privacy Policy . Your election to use the Service indicates your acceptance of the terms of the Kwanzoo Privacy Policy. You are responsible for maintaining confidentiality of your username, password and other sensitive information. You are responsible for all activities that occur in your Account and you agree to inform us immediately of any unauthorized use of your Account by email to support@kwanzoo.com or by calling us on any of the numbers listed on http://www.kwanzoo.com/contact-kwanzoo. We are not responsible for any loss or damage to you or to any third party incurred as a rest of any unauthorized access and/or use of your Account, or otherwise.

    1. Communications from Kwanzoo

The Service may include certain communications from Kwanzoo, such as service announcements, administrative messages and newsletters. You understand that these communications shall be considered part of using the Services. As part of our policy to provide you total privacy, we also provide you the option of opting out from receiving newsletters from us. However, you will not be able to opt-out from receiving service announcements and administrative messages.

    1. Fees and Payments

Subscriptions to paid Services are available on yearly subscription plans, unless you and Kwanzoo’s authorized signatory have mutually agreed to a different subscription term through electronic signature signed by you or your representative. Your subscription plans will be automatically renewed for the same term at the end of each subscription period, unless you inform us that you do not wish to renew the subscription, no later than 30 days prior to the end of your subscription term. You understand and agree that immediately upon termination of your subscription, all currently active programs and campaigns may be deactivated at the sole discretion of Kwanzoo. The subscription fee will be invoiced quarterly in advance (or under other terms that supersede, as provided in an estimate or invoice, and subsequently electronically accepted by you). The fee may alternately be charged to the Credit Card last used by you, provided we have your written credit card authorization, or electronic provision of credit card details directly through our website. You understand that use of credit card may incur an additional charge, and the details of such charges shall be provided to you through an estimate or invoice. If you wod like the payment for the renewal to be made through a different Credit Card or payment method, you agree to inform us at least seven days prior to the renewal date. Kwanzoo reserves the right to change the subscription fee and to charge for use of Services that are currently available free of charge. You will not be charged for using any Service unless you have opted for a paid subscription plan. Information on the subscription options and charges for all paid Services is available by writing to us at sales@kwanzoo.com.

    1. 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 third party links to sites without agreeing to their website terms & conditions;
(iv) post links to third party sites or use their logo, company name, etc. without their prior written permission; or
(v) use the Services for spamming and other illegal purposes.

    1. Spamming and Illegal Activities

You agree to be solely responsible for the contents of your transmissions through the Services. You agree not to use the Services for illegal purposes or for the transmission of material that is unlawf, defamatory, harassing, libelous, invasive of another’s privacy, abusive, threatening, harmf, vgar, pornographic, obscene, or is otherwise objectionable, offends religious sentiments, promotes racism, contains viruses, or that which infringes or may infringe intellectual property or other rights of another. You agree not to use the Services for the transmission of “junk mail”, “spam”, “chain letters”, “phishing” or unsolicited mass distribution of email. We reserve the right to terminate your access to the Services if there are reasonable grounds to believe that you have used the Services for any illegal or unauthorized activity.

    1. Inactive User Accounts Policy

We reserve the right to terminate unpaid accounts that are inactive for a continuous period of 120 days. In the event of such termination, all data associated with such account will be deleted. We will provide you prior notice of such termination and backup of your data upon written request within 60 days of notice. The data deletion policy may be implemented with respect to any or all of the Services. Each Service will be considered an independent and separate service for the purpose of calcating the period of inactivity. In other words, activity in one of the Services is not sufficient to keep your account in another Service active.

    1. Data Ownership

We respect your right to ownership of content created or stored by you. You own the content created or stored by you. Unless specifically permitted by you, your use of the Services does not grant Kwanzoo the license to use, reproduce, adapt, modify, publish or distribute the content created by you or stored in your Account for Kwanzoo’s commercial, marketing or any similar purpose. But you grant Kwanzoo permission to access, copy, distribute, store, transmit, reformat, publicly display and publicly perform the content of your account solely as reasonably required for the purpose of providing the Services to you.

    1. User Generated Content

You may transmit or publish content created by you using any of the Services or otherwise. However, you shall be solely responsible for such content and the consequences of its transmission or publication. Any content made public will be publicly accessible through the internet and may be crawled and indexed by search engines. You are responsible for ensuring that you do not accidentally make any private content publicly available. Any content that you may receive from other users of the Services, is provided to you AS IS for your information and personal use only and you agree not to use, copy, reproduce, distribute, transmit, broadcast, display, sell, license or otherwise exploit such content for any purpose, without the express written consent of the person who owns the rights to such content. In the course of using any of the Services, if you come across any content with copyright notice(s) or any copy protection feature(s), you agree not to remove such copyright notice(s) or disable such copy protection feature(s) as the case may be. By making any copyrighted/copyrightable content available on any of the Services you affirm that you have the consent, authorization or permission, as the case may be from every person who may claim any rights in such content to make such content available in such manner. Further, by making any content available in the manner aforementioned, you expressly agree that Kwanzoo will have the right to block access to or remove such content made available by you, if Kwanzoo receives complaints concerning any illegality or infringement of third party rights in such content. By using any of the Services and transmitting or publishing any content using such service, you expressly consent to determination of questions of illegality or infringement of third party rights in such content by the agent designated by Kwanzoo for this purpose.

For procedure relating to complaints of illegality or infringement of third party rights in content transmitted or published using the Services, click here.

If you wish to protest any blocking or removal of content by Kwanzoo, you may do so in the manner provided here.

    1. Sample files and Applications

Kwanzoo may provide sample files and applications for the purpose of demonstrating the possibility of using the Services effectively for specific purposes. The information contained in any such sample files and applications consists of random data. Kwanzoo makes no warranty, either express or implied, as to the accuracy, usefness, completeness or reliability of the information or the sample files and applications.

    1. Trademark

Kwanzoo, Kwanzoo logo, the names of individual Kwanzoo Services and their logos are trademarks of KWANZOO Inc. You agree not to display or use, in any manner, the Kwanzoo trademarks, without Kwanzoo’s prior permission.   You logos, names and other trademarks are the sole property of you.  Kwanzoo agrees not to display or use, in any manner, your trademarks, without your prior permission.   Kwanzoo shall not have, or by virtue of these Terms gain any right, title or interest in or to any CUSTOMER materials, software, products, or software code (including all derivatives thereof) used to provide or promote the Services, or to any patents, copyrights, trade secrets or other proprietary or intellectual property of CUSTOMER.

    1. Warranties

You and Kwanzoo warrant and represent that they have the fl right and authority to enter into this Agreement and that, by entering into this agreement and providing and/or using the services, they are not violating any i) rights, including but not limited to patent, copyright and trademark, of any third parties, ii) agreements with third parties, or iii) federal, state or local laws (including applicable privacy legislation).
EXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH HEREIN, YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN AS-IS-AND-AS-AVAILABLE BASIS. EXCEPT AS EXPRESSLY SET FORTH HEREIN, KWANZOO EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICAR PURPOSE. KWANZOO MAKES NO WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, OR SECURE. NO ADVICE OR INFORMATION, WHETHER WRITTEN OR ORAL, OBTAINED BY YOU FROM KWANZOO, ITS EMPLOYEES OR REPRESENTATIVES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

    1. Limitation of Liability

THE PARTIES AGREE THAT, EXCEPT FOR THEIR INDEMNIFICATION OBLIGATIONS SET FORTH BELOW, NEITHER PARTY SHALL BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, COMPUTER FAILURE, LOSS OF BUSINESS INFORMATION, OR OTHER LOSS ARISING OUT OF OR CAUSED BY THIS AGREEMENT, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. EXCEPT FOR THEIR INDEMNIFICATION OBLIGATIONS SET FORTH BELOW, EACH PARTY’S ENTIRE LIABILITY TO THE OTHER ARISING OUT OF THIS AGREEMENT WILL NOT EXCEED THE AMOUNT PAID BY YOU TO KWANZOO HEREUNDER.

    1. Indemnification

Each party agrees to indemnify, defend and hold harmless the other party and its parents, subsidiaries, officers, directors, employees, suppliers, affiliates, successors and assigns from and against any third-party losses, damages, fines and expenses (including reasonable attorney’s fees and costs) arising out of or relating to any claims that the indemnifying party as breached its obligations hereunder.

    1. Arbitration

Any controversy or claim arising out of or relating to the Terms shall be settled by binding arbitration in accordance with the commercial arbitration res of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The decision of the arbitrator shall be final and unappealable. The arbitration shall be conducted in California and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Notwithstanding anything to the contrary, either party may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction.

  1. Suspension and Termination

Upon prior written notice to you, we may suspend your Kwanzoo Account or temporarily disable access to whole or part of any Service in the event of any suspected, in Kwanzoo’s reasonable judgement, illegal activity, extended periods of inactivity or requests by law enforcement or other government agencies. Objections to suspension or disabling of Kwanzoo Accounts shod be made to legal@kwanzoo.com within thirty days of being notified about the suspension. We may terminate a suspended or disabled Kwanzoo Account after thirty days. We will also terminate your Kwanzoo Account upon your request, when you provide written notice to us, no later than 30 days prior to the end of your subscription term. In addition, we reserve the right to terminate your Kwanzoo Account and deny the Services upon reasonable belief that you have violated the Terms and to terminate your access to any Beta Service in case of unexpected technical issues or discontinuation of the Beta Service. Termination of Kwanzoo Account will include denial of access to all Services, deletion of your Account information such as your e-mail ID and Password and deletion of all data in your Kwanzoo Account.