KPiQ Terms of Use

KPiQ is an intuitive marketing analytics tool that allows businesses to track and analyze their performance data from multiple sources, including CRMs and advertising platforms, in one central platform. The KPiQ platform enables users to monitor and forecast performance and gain valuable insights into their marketing efforts. These are the Terms of Use, relevant for those wishing to create an account and utilize the services provided by KPiQ. For general site usage terms, please see www.kpiq.com/general-terms-of-use Last updated Jul 6, 2023 Please read this Agreement carefully and immediately cease using the Services if you do not agree to it.
  • Acceptance
  1. These Terms of Use, and any other terms and policies referred to herein, form the agreement (“Agreement”) between KPiQ (also referred to as “SaaS Provider”, “we” or “us” herein) and the user (referred to as “Customer” or “you” herein), collectively referred to as the “Parties” or individually as a “Party.”
  2. SaaS Provider owns, or holds the relevant rights to, the KPiQ software (“Software”) and will license the use of the Software as a service (“SaaS Services”) to Customer.
  3. Customer wishes to license the SaaS Services available at www.kpiq.com (“Site”) from SaaS Provider.
  4. This Agreement sets out the terms and conditions upon which SaaS Provider has agreed to grant a license to Customer to use the Services. This Agreement is binding on any use of the Services and applies to Customer from the time that SaaS Provider provides Customer with an account (“Customer Account”) to access and use the Services (“Effective Date”).
  5. By accessing and/or using the Services you:
    • warrant to us that you have reviewed this Agreement, including our Website Terms of Use (available on the Site) and our Privacy Policy (available on the Site), with your parent or legal guardian (if you are under 18 years of age), and you understand it;
    • warrant to us that you have the legal capacity to enter into a legally binding agreement with us or (if you are under 18 years of age) you have your parent’s or legal guardian’s permission to access and use the Site and they have agreed to the terms of the Agreement on your behalf; and
    • agree to use the Services in accordance with this Agreement.
  6. You must not create a Customer Account unless you are at least 18 years of age. If you are a parent or legal guardian permitting a person who is at least 13 years of age but under 18 years of age (a “Minor”) create a Customer Account and/or use the Site, you agree to: (i) supervise the Minor’s use of the Site and their account; (ii) assume all risks associated with, and liabilities resulting from, the Minor’s use of the Site and their Customer Account; (iii) ensure that the content on the Site is suitable for the Minor; (iv) ensure all information submitted to use the by the Minor is accurate; and (v) provide the consents, representations and warranties contained in the Agreement on the Minor’s behalf.
  7. By using the Services and subscribing on the Site, you acknowledge that you have read, understood and accepted this Agreement and you have the authority to act on behalf of any person or entity for whom you are using the Services, and you are deemed to have agreed to this Agreement on behalf of any entity for whom you use the Services.
  • Services
      1. On or from the Effective Date and during the Term, SaaS Provider agrees to provide the Services in accordance with the terms of this Agreement.
      2. Customer agrees and acknowledges that SaaS Provider owns or holds the applicable licenses to all Intellectual Property Rights, including but not limited to copyright in the Software and the Services and any documentation provided with the Services by SaaS Provider to Customer, including any Customer configuration documentation.
      3. SaaS Provider reserves the right to change or remove features of the Services from time to time. Where there is any material alteration to the SaaS Services in accordance with this Section 2(c), SaaS Provider will endeavor to provide Customer with twenty (20) business days’ notice. Customer agrees that any material alteration of the Services is at SaaS Provider’s discretion.
      4. The Parties agree that SaaS Provider:
        • will supply the Services on a non-exclusive basis;
        • does not make any warranty or representation as to the ability of the facilities or services of any third-party suppliers; and
        • is not liable for any failure or defect in, or degradation of the Services if the failure, defect or degradation is attributable to or caused by any failure of the Customer Environment or the facilities or services of any third party.
      5. SaaS Provider reserves the right to refuse any request in relation to the Services that it deems inappropriate, unreasonable or illegal.
  • SaaS Service License
      1. In consideration for payment of the Fees, SaaS Provider grants to Customer a non-exclusive, non-transferable (except as otherwise permitted under this Agreement), personal, revocable license to access and use the Services in accordance with SaaS Provider’s intended purpose for the SaaS Services (“SaaS License”).
      2. Customer agrees that the SaaS License:
        • commences from the Effective Date or the day Customer is granted access to the Services by SaaS Provider, whichever occurs first;
        • permits Customer to use the Services in accordance with the Services’ normal operating procedures; and
        • permits Customer to provide access and use of the Services to Authorized Users.
  • License Restrictions
      1. Customer must not access or use the Services except as permitted by the SaaS License and may not do or authorize the commission of any act that would or might invalidate or be inconsistent with SaaS Provider’s Intellectual Property Rights in the Services or Software. Without limiting the foregoing provisions, Customer agrees and acknowledges that it must not and will not permit any person to:
        • resell, assign, transfer, distribute or provide others with access to the Services;
        • “frame”, “mirror” or serve any of the Services on any web server or other computer server over the Internet or any other network;
        • copy, alter, modify, create derivative works from, reproduce, resell, transfer to a third party, reverse assemble, reverse engineer, reverse compile or enhance the Services or Software (except as expressly permitted by the Copyright Act of 1976, 17 U.S.C. §§ 101-1332 (2012), as amended from time to time); or
        • alter, remove or tamper with any trademarks, any patent or copyright notices, or any confidentiality legend or notice, or any numbers, or other means of identification used on or in relation to the Services or Software.
      2. Customer must not use the Services in any way which is in breach of any statute, regulation, law or legal right of any person within the United States or the jurisdiction in which Customer or its Personnel are located.
  • Data
      1. Customer grants to SaaS Provider a limited license to copy, transmit, store and back-up or otherwise access, use or make reference to any Intellectual Property Rights in the Data:
        • to supply the Services including to enable Customer, its Personnel and any Authorized Users to access and use the Services;
        • to do analysis for the purposes of analyzing marketing efforts, provided such data is deidentified;
        • for diagnostic purposes;
        • to test, enhance and otherwise modify the Services whether requested by Customer or not;
        • to develop other Services; and
        • as reasonably required for the performance of SaaS Provider’s obligations under this Agreement.
      2. Customer represents and warrants that:
        • any and all Data supplied by Customer or otherwise accessed by SaaS Provider through the provision of the Services is the sole and exclusive property of Customer or Customer has secured any and all authorizations and rights to use the Data as applicable;
        • its Data does not breach any relevant laws, regulations or codes;
        • its Data does not infringe the Intellectual Property Rights of any third party;
        • it will comply with all applicable laws and regulations in the jurisdiction where Customer accesses and publishes content using the Services; and
        • to the extent that the Data contains personal data, it has obtained the necessary consents in order to transfer or permit access to this Data in accordance with applicable privacy and data protection laws.
      3. Customer acknowledges and agrees that:
        • any collation, conversion and analysis of Data performed as part of the Services, whether by the Services or otherwise, is likely to be subject to human input and machine errors, omissions, delays and losses including but not limited to any loss of Data. SaaS Provider is not liable for any such errors, omissions, delays or losses. Customer acknowledges and agrees that it is responsible for adopting reasonable measures to limit the impact of such loss or error;
        • SaaS Provider may relocate the Data to another jurisdiction. In each case, SaaS Provider will give Customer fifteen (15) business days’ notice and use all reasonable endeavors to minimize the effect of such change on Customer’s access to and use of the Services;
        • SaaS Provider is not responsible for any corruption or loss of any Data if such corruption or loss is due to an act or omission by Customer, its Personnel, its Affiliates or any Authorized Users; and
        • SaaS Provider is not responsible for the integrity or existence of any Data on Customer’s Environment, network or any device controlled by Customer or its Personnel.
      4. Customer agrees to indemnify and hold SaaS Provider harmless for the corruption or loss of any Data controlled or stored by Customer or its Affiliates to the extent the corruption or loss is not caused by the negligent act or omission of SaaS Provider or its Personnel.
  • Support and Service Levels 
      1. During the Term, SaaS Provider may provide the Support Services in accordance with Service Levels (if Service Levels are offered) during the Support Hours, provided that:
        • Customer provides SaaS Provider with notice for applicable Services in accordance with any applicable system and processes as set forth on the Site, as applicable; and
        • where required, Customer assists with investigating and ascertaining the cause of the issue and provides to SaaS Provider all necessary information relevant to the issue (including but not limited to what Customer or their Personnel has done in relation to the issue).
  • SaaS Provider Additional Responsibilities and Obligations
      1. SaaS Provider must maintain commercially reasonable security measures to protect all Confidential Information in its possession or control, or in the possession or control of its Personnel, from unauthorized access to, use, copying or disclosure.
  • Customer Responsibilities and Obligations
      1. Customer will provide all required materials as required by SaaS Provider from time to time for SaaS Provider to perform the Services.
      2. Customer must, at Customer’s own expense:
        • provide all reasonable assistance and cooperation to SaaS Provider in order to enable SaaS Provider to supply the Services in an efficient and timely manner, including but not limited to obtaining from Authorized Users any consents necessary to allow Customer and its Personnel to engage in activities described in this Agreement and to allow SaaS Provider to provide the Services;
        • use reasonable endeavors to ensure the integrity of the Data;
        • permit SaaS Provider and its Personnel to have reasonable access to the Customer Environment for purposes of supplying the Services;
        • ensure that only Customer Personnel and Authorized Users will access and use the SaaS Services and such use and access will be in accordance with the terms and conditions of the SaaS License; and
        • make any changes to its Customer Environment that may be required to support the delivery and operation of any Services.
      3. Customer is responsible for its use of the Services and must ensure that no person uses the Services:
        • to break any law or infringe any person’s rights, including but not limited to Intellectual Property Rights;
        • to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing or unwanted; or
        • in any way that damages, interferes with or interrupts the supply of the Services.
      4. Customer acknowledges and agrees that:
        • it is responsible for all users using the Services, including its Personnel and any Authorized Users;
        • its use of the Services will be at its own risk;
        • it is responsible for maintaining the security of its account and password. SaaS Provider cannot and will not be liable for any loss or damage from Customer’s failure to comply with this security obligation;
        • SaaS Provider may require Customer to alter or change Customer Account usernames and passwords and the usernames and passwords of any Authorized Users at any time throughout the Term;
        • Customer is responsible for all content posted and activity that occurs under their account. This includes content posted by others who have logins or accounts associated with Customer Account;
        • if they operate a shared Customer Account, make (or allow any third party to make) material available by means of the Services (including shareable links), Customer is entirely responsible for the content of, and any harm resulting from, that content. This is the case regardless of what form the content takes, which includes, but is not limited to, text, photo, video, audio, or code;
        • the technical processing and transmission of the Services, including Customer’s content, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices;
        • if SaaS Provider wishes to alter the delivery of the SaaS Services in a manner that requires a change to the Customer Environment (including reconfigurations or interface customizations necessary to access or use the SaaS Services), Customer will cooperate and provide assistance to SaaS Provider or make any required changes to the Customer Environment that SaaS Provider reasonably requests; and
        • SaaS Provider may pursue any available equitable or other remedy against Customer as a result of a breach by Customer of any provision of this Agreement.
  • Prohibited Uses
      1. Customer acknowledges and agrees that this Agreement incorporates by reference the terms of any acceptable use policy as set out on SaaS Provider’s website or as provided to Customer from time to time.
      2. Customer acknowledges and agrees that it must not, and will ensure each Authorized User does not:
        • use the SaaS Services to violate any legal rights of any person, Customer or other entity in any jurisdiction;
        • use the SaaS Services in relation to crimes such as theft or fraud;
        • use the Services in breach of laws relating to the protection of copyright, trade secrets, patents or other intellectual property and laws relating to spam or privacy;
        • make any unauthorized copy of any copyrighted material owned or licensed by SaaS Provider;
        • introduce malicious programs into SaaS Provider System (e.g., viruses, worms, trojan horses, e-mail bombs);
        • reveal Customer Account password to others or allow use of Customer Account to those who are not Customer’s Personnel or Authorized Users;
        • use the SaaS Services to make fraudulent offers of goods or services;
        • use the SaaS Services to carry out security breaches or disruptions of a network. Security breaches include, but are not limited to, accessing data of which Customer is not an intended recipient or logging into a server or account that Customer is not expressly authorized to access or corrupting any data. For purposes of this paragraph, “security breaches” includes, but is not limited to, network sniffing/monitoring, pinged floods, packet spoofing, denial of service, and forged routing information for malicious purposes;
        • use any program/script/command, or send messages of any kind, with the intent to interfere with or disable any person’s use of the SaaS Services;
        • send any unsolicited email messages through or to users of the SaaS Services in breach of the CAN-SPAM Act or any other applicable law or send any form of harassment via email, or any other form of messaging, whether through language, frequency, or size of messages;
        • use the SaaS Services in beach of any person’s privacy (such as by way of identity theft or “phishing”), which is strictly prohibited; or
        • use the SaaS Services to circumvent user authentication or security of any of Customer’s hosts, networks or accounts or those of Customer’s customers or suppliers.
  • Payment
      1. Customer must pay SaaS Provider:
        • the Fee; and
        • any other amount payable to SaaS Provider under this Agreement, without offset or delay using the Payment Method in accordance with the Payment Terms. All fees are in USD$ and are payable in advance.
      2. If Customer’s Payment Method fails for any reason, SaaS Provider may continually attempt to charge such Payment Method until payment is successful.
      3. If Customer requires the use of a purchase order, Customer is responsible for providing the applicable purchase order at the time of purchase. Customer acknowledges and agrees that, to the extent of an inconsistency between this Agreement and any terms and conditions attached to Customer’s purchase order, the terms of this Agreement will prevail. The Parties acknowledge and agree that any pre-printed standard terms and conditions attached to or on the back of any purchase order will not apply to this Agreement.
      4. If there is a Variation, SaaS Provider will include the Variation Fees due and payable for the Variation performed in invoice(s) subsequent to the performance of any Variation.
      5. If any payment has not been made in accordance with the Payment Terms, SaaS Provider may (at its absolute discretion):
        • immediately cease providing the Services, and recover as a debt due and immediately payable from Customer its Additional Costs or doing so;
        • charge interest at a rate of five percent (5%) on any such amounts unpaid after the due date;
        • engage debt collection services and/or commence legal proceedings in relation to any such amounts; and/or
        • report Customer to any independent credit agencies.
  • Confidentiality
      1. Subject to Section 11(b), each Party must (and must ensure that its Personnel do) keep confidential, and not use or permit any unauthorized use of, all Confidential Information.
      2. Section 11(a) does not apply where:
        • the information is in, or comes into, the public domain (other than by a breach of this Section 11 by the relevant Party);
        • the relevant Party has the prior written consent of the Party that disclosed the Confidential Information;
        • the disclosure is required by law;
        • the disclosure is required in order to comply with this Agreement, provided that the Party disclosing the Confidential Information ensures the recipient complies with the terms of this Section 11; and
        • the disclosure is to a professional adviser in order to obtain advice in relation to matters arising in connection with this Agreement and provided that the Party disclosing the Confidential Information ensures the adviser complies with the terms of this Section 11.
      3. Each Party acknowledges and agrees that monetary damages may not be an adequate remedy for a breach of this Section 11. A Party is entitled to seek an injunction, or any other remedy available at law or in equity, at its discretion, to protect itself from a breach (or continuing breach) of this Section 11.
      4. This section 11 will survive the termination or expiration of this Agreement.
  • Intellectual Property Rights
      1. A Party’s ownership of, or any right, title or interest in, any Intellectual Property Rights in an item which exists prior to the Effective Date (“Pre-Existing Material”) will not be altered, transferred or assigned by virtue of this Agreement.
      2. Customer grants to SaaS Provider a non-exclusive, royalty free, non-transferable and revocable license to use any of Customer’s Intellectual Property Rights, including any Pre-Existing Material as reasonably required for SaaS Provider to provide the Services to Customer.
      3. We do not screen content uploaded onto the SaaS Service, but we have the right (but not the obligation) in our sole discretion to refuse or remove any content that is available via the Service that we deem inappropriate, illegal, offensive, threatening, libelous, defamatory, pornographic, obscene, or otherwise objectionable or that violates any Party or third party’s Intellectual Property Rights or this Agreement.
      4. We have the discretion (but not the obligation) to terminate a Customer’s access to and use of the Services if we determine that Customer or its Authorized Users are repeat infringers of the Intellectual Property Rights of us or third parties.
      5. This Section 12 will survive the termination or expiration of this Agreement.
  • Privacy
      1. Each Party or its Personnel agrees to comply with its obligations under applicable federal and state privacy laws as amended from time to time in relation to personal information collected, used or disclosed by that Party or its Personnel in connection with the Services and this Agreement.
      2. Details on how SaaS Provider complies with federal and state privacy laws and how it collects, discloses, holds or uses personal information is available in SaaS Provider’s Privacy Policy as set out on the Site at www.kpiq.com/privacy-policy or as provided to Customer from time to time. SaaS Provider reserves the right to amend its Privacy Policy as required from time to time.
      3. SaaS Provider will take all reasonable steps to notify Customer in writing if it becomes aware of any actual, threatened or suspected breach of Data where such breach involves personal information.
      4. Customer warrants that it has obtained any necessary informed consent, as applicable, for SaaS Provider, its Affiliates, and their respective Personnel to use, store, manipulate or otherwise deal with the personal information contained in the Data.
      5. Customer must ensure that any collection, processing, use, disclosure and transfer by Customer and its Personnel of personal information in connection with the performance of its obligations under this Agreement complies with all applicable privacy laws and the privacy policy of Customer.
      6. Customer must take all reasonable steps to ensure that the personal information held or accessed by it in connection with this Agreement is protected against misuse, interference and loss, and from unauthorized access, modification and disclosure (“Data Breach”). Customer will promptly give written notice to SaaS Provider of any actual or suspected Data Breach and will provide information, assistance and other cooperation as requested by SaaS Provider in respect of the Data Breach.
      7. Customer must cooperate with any reasonable requests or directions of SaaS Provider relating to the security, use, disclosure, and transfer of personal information, SaaS Provider’s legal obligations relating to the personal information, complaints relating to the personal information and the rights of individuals to access and correct the personal information or opt out of receiving any communications from or on behalf of Customer.
      8. SaaS Provider will retain Customer’s information for as long as Customer Account is active or as needed to provide Customer services. SaaS Provider will retain and use information as necessary to comply with legal obligations, resolve disputes and enforce agreements.
      9. This Section 13 will survive the termination or expiration of this Agreement.
  • Representations and Warranties
      1. General
        • Each party represents and warrants to the other Party that:
          1. it has full capacity and power to enter into this Agreement, to perform its obligations under this Agreement, to carry out the transactions contemplated by this Agreement, to own its property and assets and to carry on its business;
          2. no Insolvency Event has occurred in respect of it;
          3. this Agreement constitutes legal, valid and binding obligations, enforceable in accordance with its terms; and
          4. the execution and performance by it of this Agreement and each transaction contemplated by it does not conflict with any law, order, judgment, rule or regulation applicable to it or any document binding on it.
      2. SaaS Provider
        • SaaS Provider warrants that to the best of its knowledge the Services do not infringe the Intellectual Property Rights of any third party and there are no actual or threatened proceedings for any intellectual property infringements in relation to the SaaS Services.
        • SaaS Provider does not warrant that the Services will be error-free or will operate without interruption or that, except as set out in this Agreement, the Services will be performed in the manner intended by Customer or the Services will meet the requirements of Customer.
      3. Repetition
        • Each Party makes the representations and warranties in Section 14(a) on each day on which it is a Party.
  • Indemnity and Liability
      1. SaaS Provider is liable for the acts and omissions of all its Personnel as if they were those of SaaS Provider.
      2. Despite anything herein to the contrary, to the maximum extent permitted by law:
        • SaaS Provider’s maximum aggregate Liability arising from or in connection with this Agreement (including the Services or the subject matter of this Agreement) will be limited to, and must not exceed, in any Contract Year, the total amount of Fees paid to SaaS Provider in the prior Contract Year; and
        • SaaS Provider will not be liable to Customer, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise, for: (i) any loss of profit (including anticipated profit), loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings (including anticipated savings), loss of reputation, loss of use and/or loss or corruption of data); (ii) lack of access to or use of or inability to access or use the Services; (iii) any conduct or content of any third party on the Services; (iv) any content obtained from the Services; nor (v) unauthorized access, use or alteration of your transmissions or content.
        • This Section 15(b) will not apply to SaaS Provider’s Liability to Customer under this Agreement where such liability cannot be excluded or limited by applicable law.
        • Despite anything herein to the contrary, to the maximum extent permitted by law, SaaS Provider will have no Liability, and Customer releases and discharges SaaS Provider from all Liability:
          1.  arising from or in connection with any:
            1. failure or delay in providing the Services;
            2. breach of this Agreement; or
            3. misuse of the Services,
          2. or where caused or contributed to by any:
            1. Force Majeure Event;
            2. a defect in any aspect of the Customer Environment; or
            3. act or omission of Customer or its Personnel.
        • SaaS Provider uses third-party service providers to host the Services. SaaS Provider will not be liable for any interruption to the Services, unavailability or outage, or any interruption, unavailability or outage of Customer’s Systems, caused by any such third-party service provider.
        • Customer agrees that, to the maximum extent permitted by the law, this Agreement excludes all terms, conditions and warranties implied by statute, in fact or on any other basis, except to the extent such terms, conditions and warranties are fully expressed in this Agreement.
        • Customer agrees to indemnify, and hold harmless, SaaS Provider against all Liabilities and Claims arising out of or in connection with:
          1. any and all unauthorized use of the SaaS Service;
          2. Authorized Users access to or use of the Services;
          3. injury to or death of any person caused by any act or omission by or on behalf of Customer or its Personnel; and
          4. damage to any real or tangible property caused by any act or omission by or on behalf of Customer or its personnel.
        • This Section 15 will survive the termination or expiration of this Agreement.
  • Term; Renewal; Taxes
      1. The term of this Agreement takes effect on and from the Effective Date and continues until the end of the billing cycle following cancellation (“Term”).
      2. Monthly Subscription: By purchasing a Monthly Subscription, you agree to an initial and recurring Monthly Subscription fee at the then-current Monthly Subscription rate, and you accept responsibility for all recurring charges until you cancel your subscription. You may cancel your Monthly Subscription at any time, subject to the terms of our Cancellation Policy.
      3. Taxes: The Monthly Subscription fee does not include any amount for taxes or levy (including interest and penalties). Customer shall reimburse SaaS Provider and hold SaaS Provider harmless for all sales, use, VAT, excise, property or other taxes or levies which SaaS Provider is required to collect or remit to applicable tax authorities. This provision does not apply to SaaS Provider’s income or franchise taxes, or any taxes for which Customer is exempt, provided Customer has furnished SaaS Provider with a valid tax exemption certificate. Customer will pay all import duties, levies or imposts, all goods and services sales, use, value added or property taxes of any nature, assessed upon the SaaS Services. If the Customer is required by law to make any deduction or to withhold from any sum payable to the SaaS Provider by the Customer hereunder, then the sum payable by the Customer upon which the deduction or withholding is based shall be increased to the extent necessary to ensure that, after such deduction or withholding, the SaaS Provider receives and retains, free from liability for such deduction or withholding, a net amount equal to the amount the SaaS Provider would have received and retained in the absence of such required deduction or withholding. If the Customer is required by law to make any such deduction or withholding, the Customer shall promptly effect payment thereof to the applicable tax authorities.
      4. AUTOMATIC MONTHLY RENEWAL TERMS: Once you subscribe, SaaS Provider will automatically process your Monthly Subscription fee in the next billing cycle. SaaS Provider will continue to automatically process your Monthly Subscription fee each month at the then-current Monthly Subscription rate, until you cancel your subscription. We explain how to cancel your Monthly Subscription below in the Cancellation Policy.
      5. Annual Subscription: By purchasing an Annual Subscription, you agree to an initial pre-payment for one full year of service. After one year and annually thereafter, you will be billed a recurring Annual Subscription renewal fee at the then-current Annual Subscription rate. We will notify you before the renewal fee is billed. You may cancel your Annual Subscription any time before the next billing cycle, subject to the terms of our Cancellation Policy.
      6. Annual Subscription 30-Day Money Back Guarantee: Within 30 days of starting an Annual Subscription, Customer may cancel and receive a full refund. The 30-day Money Back Guarantee only applies to the first year of an Annual Subscription (i.e., Customer may not receive a refund during the second or subsequent years of an Annual Subscription).
  • AUTOMATIC ANNUAL RENEWAL TERMS: We bill your credit card for the Annual Subscription renewal fee in the first month of your next Annual Subscription. For example, let’s say you purchased an Annual Subscription beginning in May 2023 and ending in April 2024. We will bill you for the second year (May 2024 to April 2025) in May 2024, unless you cancel your Annual Subscription before May 2024. You accept responsibility for all recurring charges prior to cancellation. Once you subscribe, SaaS Provider will automatically process your Annual Subscription fee at the then-current Annual Subscription rate. We explain how to cancel your Annual Subscription below in the Cancellation Policy.
    1. Cancellation Policy/Termination
      1. Cancellation Policy for Monthly Subscriptions: Customer may cancel a Monthly Subscription at any time by logging into Customer Account, clicking on Workspace Settings then Manage subscription and following the cancellation procedures described therein. For assistance with cancellation of a Monthly Subscription, please contact us at help@kpiq.com. If Customer cancels a Monthly Subscription, the cancellation will take effect at the beginning of the next billing cycle. Customer will not be eligible for a refund for Monthly Subscription fees paid prior to the month the cancellation takes effect.
      2. Cancellation Policy for Annual Subscriptions: Annual Subscription fees are nonrefundable except for in connection with the 30-Day Money Back Guarantee as set forth in Section 16(e) above. Customer may cancel an Annual Subscription at any time after Customer is billed for the then-current year and before Customer is billed for the next year, by logging into Customer Account, clicking on Workspace Settings then Manage subscription and following the cancellation procedures set forth therein. For assistance with cancellation of an Annual Subscription, please contact us at help@kpiq.com.
    2. Events Following Termination
      1. Upon cancellation of this Agreement, Customer will be able to access the SaaS Services until the end of the current billing cycle.
      2. In the event of a major failure of the Services, defined as a failure in the Services that renders the Services inoperable/inaccessible and that persists for more than twenty-four (24) hours, SaaS Provider will refund Customer a prorated portion of the Monthly Subscription fee or Annual Subscription fee, as applicable, directly relating to the period of the major failure.
      3. The expiration of termination of this Agreement for any reason will be without prejudice to any rights or liabilities which have accrued prior to the date of expiration or termination of this Agreement.
      4. This Section 18 will survive the termination or expiration of this Agreement.
    3. Dispute Resolution
      1. Disputes
        • A party must not commence court proceedings relating to any dispute arising from, or in connection with, this Agreement (“Dispute”) without first complying with this Section 19 unless:
          1. that Party is seeking urgent interlocutory relief; or
          2. the Dispute relates to compliance with this Section 19.
      2. Negotiation
        • In the event of a Dispute, the Party claiming there is a Dispute must give written notice to the other Party or Parties to the Dispute setting out the details of the Dispute and proposing a resolution (“Dispute Notice”).
        • Within 10 Business Days after receipt of the Dispute Notice, each relevant Party must (if applicable by its senior executives or senior managers who have authority to reach a resolution on its behalf) meet at least once to attempt to resolve the Dispute in good faith. All aspects of every such conference, except for the occurrence of the conference, will be privileged.
      3. Mediation
        • If the Parties are unable to resolve the Dispute within 15 Business Days after receipt of the Dispute Notice, any Party involved in the Dispute may (by written notice to the other Parties) submit the Dispute to a neutral mediator, which mediation shall conducted in good faith in Austin, Texas.
        • The costs of the mediation are to be split between the Parties, provided that each Party will bear its own costs in relation to the mediation.
        • If the Dispute has not been settled within 20 Business Days after the appointment of a mediator, or such other period as agreed in writing between the Parties, the Dispute may be referred by either Party (by written notice to the other Party) to litigation.
    4. Subcontracting. The Parties agree that SaaS Provider may engage subcontractors to perform the Services on its behalf.
  • Non-Solicitation
      1. Customer will not solicit or entice away any person or organization that was an actual or prospective client, employee, contractor, representative, agent of, or developer to, SaaS Provider during the Term of this Agreement.
      2. This Section 21 will survive the termination or expiration of this Agreement.
  • General
      1. Notices
        • A notice or other communication given under this Agreement must be:
          1. in writing, in English and signed by the sender; and
          2. addressed and delivered to the intended recipient by hand, prepaid post or email in accordance with the notice details last notified by the recipient to the Parties.
        • Customer’s notice details are set out in Customer’s Account. SaaS Provider’s notice details are set out on the Site. A Party may change its notice details by written notice to the other Parties, which, for Customer, is by updating their Account, and for SaaS Provider, is by updating the Site.
        • A notice or communication is taken as having been given:
          1. when left at a Party’s current address for notices;
          2. if mailed, on the third Business Day after posting; or
          3.  if sent by email, if sent before 5pm on a Business Day in the place of receipt then on the Business Day when it is sent, otherwise on the following Business Day.
        • This Section 22(a) will survive the termination or expiration of this Agreement.
      2. Force Majeure. If performance of this Agreement or any obligation under this Agreement is prevented, restricted or interfered with by reasons of Force Majeure and the affected Party unable to carry out its obligations gives the other Party prompt written notice of such event, then the obligations of the affected Party invoking this provision shall be suspended to the extent necessary by such event. The affected Party shall use reasonable efforts under the circumstances to remove such prevention, restriction or interference or to limit the impact of the event on its performance and must continue to perform with reasonable dispatch when the Force Majeure is removed.
      3. Waiver. Any failure or delay by a Party in exercising a power or right (either wholly or partially) in relation to this Agreement does not operate as a waiver or prevent that Party from exercising that power or right or any other power or right. A waiver must be in writing.
      4. Powers, Rights and Remedies. Except as provided in this Agreement or permitted by law, the powers, rights, and remedies of a Party under this Agreement are cumulative and in addition to any other powers, rights and remedies the Party may have.
      5. Consents and Approvals. Except as provided in this Agreement, a Party may give, attach conditions to or withhold any consent or approval under this Agreement at its sole and absolute discretion. A Party is not obligated to give reasons for giving or withholding its consent or approval or for giving its consent or approval subject to conditions.
      6. Assignment. No Party may assign, transfer or otherwise deal with all or any of its rights or obligations under this Agreement without the prior written consent of the other Parties. Any purported dealing in breach of this Section 22(f) is of no force or effect.
      7. Further Assurances. Each Party must promptly do all things and execute all further documents necessary to give full force and effect to this Agreement and their obligations under it. This Subsection 22(g) will survive the termination or expiration of this Agreement.
      8. Costs and Expenses. Each Party must pay its own costs and expenses (including legal costs) in connection with the negotiation, preparation and execution of this Agreement and any document relating to it.
      9. Relationship of the Parties
        • This Agreement is not intended to create a partnership, joint venture or agency relationship between the Parties.
        • Nothing in this Agreement gives a Party authority to bind any other Party in any way.
      10. Links to Third Parties. The Services may contain links to third-party websites or services that are not owned or controlled by SaaS Provider. SaaS Provider has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites or services. Customer further acknowledges and agrees that SaaS Provider shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such websites or services.
      11. Independent Legal Advice. Each Party acknowledges and agrees that it has had an opportunity to read this Agreement, agrees to its terms and, prior to executing it, has been provided with the opportunity to seek independent legal advice about its terms.
      12. Severance
        • If a provision of this Agreement is held to be void, invalid, illegal or unenforceable, that provision must be construed as narrowly as necessary to allow it to be valid or enforceable.
        • If it is not possible to narrowly construe a provision (in whole or in part) so as to allow it to be valid or enforceable, that provision (or part thereof) is severed from this Agreement without affecting the validity or enforceability of the remainder of that provision or the other provisions in this Agreement.
      13. Entire Agreement. This Agreement contains the entire understanding between the Parties, and supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter.
      14. Amendment. This Agreement may only be amended by written document executed by all Parties.
      15. Cumulative Rights
        • The rights arising out of this Agreement do not exclude any other rights of either Party.
        • Each indemnity in this Agreement is a continuing obligation that is separate and independent from the other obligations of the Parties under this Agreement.
        • A Party is not obliged to take any action, or incur any expense, before enforcing any indemnity under this Agreement.
      16. Governing Law and Jurisdiction
        • This Agreement is governed by the laws of the State of Texas. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in Travis County and any courts entitled to hear appeals from those courts and waives any right to object to the proceedings being brought in those courts/inconvenient forum.
  • Definitions and Interpretation
    1. Definitions. In this Agreement, unless the context otherwise requires:
  • “Additional Costs” means any additional costs, expenses, damages or losses suffered or incurred by SaaS Provider.
  • “Affiliate” means any entity, individual, firm, or corporation, directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with a Party.
  • “Authorized User” means the user(s) permitted to use the SaaS Services and the content, including Data, generated by, or the output of, the SaaS Services as a part o Customer’s services to its customers.
  • “Business Day” means a day on which banks are open for general banking business in the United States, excluding Saturdays, Sundays and public holidays.
  • “Business Hours” means 9am to 5pm PST on a Business Day.
  • “Change in Control” occurs in respect of a Party if, after the Effective Date, a person acquires (directly or indirectly):
  1. shares in that Party conferring along or in aggregate 50% or more of the voting or economic interests in that Party on a fully diluted basis;
  2. the power to control the appointment or dismissal of a majority of the directors of that Party; or
  3. the capacity to control the financial and operating policies or management of that Party.
  • “Claim” means any actual, contingent, present or future claim, demand, action, suit or proceeding for any Liability, restitution, equitable compensation, account, injunctive relief, specific performance or any other remedy of whatever nature and however arising, whether direct or indirect, and whether in contract, tort (including but not limited to negligence) or otherwise.
  • “Confidential Information” includes information or documentation which:
    1. is disclosed to the recipient in connection with this Agreement (whether before or after the Effective Date);
    2. is prepared or produced under or in connection with this Agreement (whether before or after the Effective Date); or
    3. relates to:
      1. the business, assets or affairs of a Party or any of its affiliates;
      2. the business, assets or affairs of a company in a group of companies to which Customer belongs, or any client of that company in the group;
      3. the subject matter of, the terms of and/or any transactions contemplated by this Agreement,
whether or not such information or documentation is reduced to a tangible form or marked in writing as “confidential” and whether it is disclosed to the recipient or received, acquired, overheard or learned by the recipient in any way whatsoever.
  • “Contract Year” means a 12 month period commencing on: (i) the Effective Date; and (ii) each subsequent anniversary of the Effective Date, of this Agreement during the Term.
  • “Customer Environment” means the computing environment of Customer, including all hardware, software, information technology and telecommunications services and Systems.
  • “Data” means all of the information, documents and other data provided by Customer or their Personnel to SaaS Provider, any content uploaded by Customer or Personnel to SaaS Provider’s System, or otherwise accessed by SaaS Provider in providing the Services.
  • “Dispute” has the meaning given in Section 19(a).
  • “Dispute Notice” has the meaning given in Section 19(b).
  • “Fee” means the then-current fee set out on the Site for a Monthly Subscription or an Annual Subscription, as selected by Customer, for Customer Account. Prices quoted are in U.S. Dollars.
  • “Force Majeure” means any event or circumstances beyond the reasonable control of a Party, including any fire, lightning strike, flood, earthquake, natural disaster, sabotage, nuclear contamination, terrorism, war or civil riot that occurs, to the extent that it:
    1. would be unreasonable to expect the affected Party to have planned for, avoided or minimized the impact of such circumstance by appropriate risk management, disaster recovery or business resumption plan; and
    2. results in a Party being unable to perform an obligation under this Agreement on time.
  • “Initial Term” means the initial term set out in Customer Account.
  • “Insolvency Event” means the occurrence of any one or more of the following events in relation to a Party:
    1. the Party is or states that it is insolvent or is deemed or presumed to be insolvent under any applicable laws;
    2. an application or order is made for the winding up, bankruptcy or dissolution of the Party or a resolution is passed or any steps are taken to pass a resolution for its winding up or dissolution;
    3. an administrator, liquidator, receiver, or person having a similar or analogous function under the laws of any relevant jurisdiction is appointed in respect of the Party or any action is taken to appoint any such person and the action is not stayed, withdrawn or dismissed within 10 Business Days;
    4. a controller is appointed in respect of any of the Party’s property;
    5. the Party is deregistered as a corporation or other business entity in the relevant jurisdiction or other legislation or notice of its proposed deregistration is given to it;
    6. a writ of attachment or execution is levied or becomes enforceable against the Party or any of its property;
    7. the Party enters into or takes action to enter into an arrangement, composition or compromise with, or assignment for the benefit of, all or any class of its creditors or members or a moratorium involving any of them;
    8. a receiver or manager (or both) or trustee in bankruptcy is appointed in respect of the Party or its property;
    9. a petition for bankruptcy is filed and the petition is not stayed, withdrawn or dismissed within 10 Business Days; or
    10. anything analogous to or of a similar effect to anything described above under the law of any relevant jurisdiction occurs in respect of the Party.
  • “Intellectual Property Rights” means all present and future rights to:
    1. copyright;
    2. registered or unregistered designs, patents, trademarks;
    3. trade, business, company or domain names;
    4. know-how, inventions, processes, trade secrets;
    5. circuit layouts, databases or source codes; and
    6. any similar rights in any part of the world,
including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing.
  • “Liability” means any expense, charge, cost, liability, loss, damage, claim, demand or proceeding (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent.
  • “Page View” means any time Customer’s Account loads a page (website) that has SaaS Services embedded in it.
  • “Party” means a party to this Agreement from time to time, and Parties means all of them.
  • “Payment Method” is by credit card, Wire Transfers or Bank Deposit.
  • “Payment Terms” means 30 days form the date of the invoice.
  • “Personnel” means in relation to a Party, any employee, contractor, officer and agent of that Party.
  • “Products” means hardware or software.
  • “SaaS License” is defined in Section 3(a).
  • “SaaS Services” means the KPiQ Software as a service described on the Site.
  • “Service Level” means any service levels set out on the Site.
  • “Services” means the SaaS Services and Support Services, to be provided or licensed by SaaS Provider to Customer on the terms and conditions set out in this Agreement.
  • “Software” means the software used to provide the Services, and includes any instructions in hard copy or electronic form and any update, modification or release of any part of that software after this Agreement is entered into by the Parties.
  • “Support Hours” means:
    1. the hours SaaS Provider will provide the Support Services as set out on the Site; or
    2. if such hours are not specified, during Business Hours.
  • “Support Services” are set out on the Site.
  • “System” means a combination of Products or a combination of Products and services which are integrated and operate together, including a network.
  • “Term” means the term of this Agreement as set out in Section 16.
  • “Variation” means a change to the SaaS License after the date of this Agreement.
  • “Variation Fee” means any variation to the Fee as a consequence of the Variation.
  1. Interpretation. In this Agreement, unless the context otherwise requires:
    • the singular includes the plural and vice versa;
    • headings are for convenience only and do not affect interpretation;
    • a reference to a section, subsection, paragraph, exhibit or schedule is a reference to a section, subsection, paragraph, exhibit or schedule, as the case may be, of this Agreement;
    • if any act which must be done under this Agreement is to be done on a day that is not a Business Day then the act must be done on or by the next Business Day;
    • a reference to any legislation or law includes subordinate legislation or law and all amendments, consolidations, replacements or re-enactments from time to time;
    • where a word or phrase is defined, its other grammatical forms have a corresponding meaning;
    • a reference to a natural person includes an affiliate, partnership, joint venture, association, government or statutory body or authority or other legal entity and vice versa;
    • includes and similar words mean includes without limitation;
    • no section will be interpreted to the disadvantage of a Party merely because that Party drafted the section or would otherwise benefit from it;
    • a reference to a party to a document includes that party’s executors, administrators, successors, permitted assigns and persons substituted by novation from time to time;
    • a reference to this Agreement or any other document includes the document, all schedules and all exhibits as novated, amended, supplemented, varied or replaced from time to time;
    • a reference to a covenant, obligation or agreement of two or more persons binds or benefits them jointly and severally;
    • if a period of time is specified and dates from a given day or the day of an act or event, it is to be calculated exclusive of that day;
    • a reference to time is to Pacific Standard Time; and
    • a reference to $ or dollars refers to United States Dollars from time to time.
For any questions, please contact us at: Rocket Fuel Labs, LLC PO Box 310663 New Braunfels, TX 78131 help@kpiq.com
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