FOCUS ON WHAT’S IMPORTANT
Kaypok Briefly lets you focus on what’s important by:
Identifying key topics, terms & sentiments
Letting you take action
Please let us know what you think!
Kaypok Briefly allows you to review large numbers of textual records. It helps you manage your time, identify important records, and provide you with details so you can take action.
Kaypok Briefly imports records in a variety of formats (such as URLs, PDF documents , search results, and RSS feeds), then provides a short summary with a list of key topics, and identifies sentiment (positive or negative).
You can filter and sort the records, and quickly get a feel for the content by reviewing the summary and key topics – focusing on what is important. You can mark records, add notes and share reports with others.
Kaypok Briefly saves you time; it manages a large set of records and enables you to focus on what is important.
IMPORTED RECORDS INCLUDE:
Output from social media monitoring products (such as Radian 6)
Search results and Google alerts Local Adobe Acrobat and MSWord documents
Compatibility with Kaypok Insight — which offers extensive content analysis across multiple records.
Please contact us for customized content analytics solutions. We can meet your needs.
Copyright © 2010 – Present
All Rights Reserved
Kaypok, Kaypok Logo, Kaypok Briefly are trademarks of Kaypok Inc. in Canada and other countries.
Java and all Java-based marks are trademarks or registered trademarks of Oracle America Inc. in the United States and other countries.
All software produced by The Apache Software Foundation or any of its projects or subjects is licensed according to the terms of Apache License, Version 2.0 (current) http://www.apache.org/licenses/LICENSE-2.0
MongoDB Database Server and Tools are licensed according to Free Software Foundation’s GNU AGPL v3.0
Query Foundation projects (code, documentation, and any other materials) are released under the terms of the MIT license.
JavaMail source code is licensed under the CDDL license and the GPLv2 with Classpath Exception license.
THIS KAYPOK MASTER SUBSCRIPTION AGREEMENT ("AGREEMENT") GOVERNS YOUR ACQUISITION AND USE OF OUR KAYPOK SERVICES.
IF YOU REGISTER FOR A FREE TRIAL FOR OUR KAYPOK SERVICES, THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL.
BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS âYOUâ OR âYOURâ SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE KAYPOK SERVICES.
If You have entered into or enter into a master subscription agreement with Us for any non-KAYPOK Services, that master subscription agreement shall not apply to the KAYPOK Services, and KAYPOK Services shall not be considered a service or product or part of any service or product under such master subscription agreement, unless and only to the extent otherwise expressly agreed in writing by Us. You may not access the KAYPOK Services if You are Our direct competitor, except with Our prior written consent. In addition, You may not access the KAYPOK Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes. This Agreement was last updated on November 20, 2014. It is effective between You and Us as of the date You accept this Agreement.
“Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“Indexed Content” means information, including but not limited to links, posts, and excerpts, that has been obtained by Us or on Our behalf from publicly available sources, and data derived therefrom, including but not limited to reports, summaries, graphs and charts. An individual link, post or excerpt of Indexed Content may be referred to as a “Mention”.
“KAYPOK Services” means the products and services offered by Us under the name “KAYPOK,” or successor branding, that You order under a free trial or an Order Form and We make available online via password-protected customer login, including associated offline components, as described in the User Documentation. “KAYPOK Services” exclude Third-Party Social Platforms, Indexed Content, and Non-Kaypok Applications.
“Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.
“Non-KAYPOK Applications” means online applications and offline software products that are provided by entities or individuals other than Us and are clearly identified as such, and that interoperate with the KAYPOK Services, including but not limited to services marketed as “Insights,” those listed on the AppExchange, and those identified as Kaypok or by a similar designation.
“Order Form” means the documents for placing orders for KAYPOK Services hereunder that are entered into between You and Us or any of Our Affiliates from time to time, including addenda and supplements thereto. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto. Order Forms shall be deemed incorporated herein by reference.
“Purchased KAYPOK Services” means KAYPOK Services that You or Your Affiliates purchase under an Order Form, as distinguished from those provided pursuant to a free trial.
“Third-Party Social Platform” means a third-party social-media website for which You use the KAYPOK Services or from which We receive Indexed Content for the KAYPOK Services, such as Facebook, Twitter, LinkedIn, or YouTube.
“User Documentation” means Our training, help, how-to and explanatory materials that assist Users in using the KAYPOK Services, as such materials may be updated from time to time accessible via log-in to the KAYPOK Services or otherwise as made available by Us. .
“Users” means individuals who are authorized by You to use the KAYPOK Services, for whom subscriptions to a KAYPOK Service have been ordered, and who have been supplied user identifications and passwords by You (or by Us at Your request). Users may include but are not limited to Your employees, consultants, contractors and agents, and third parties with which You transact business.
“We,” “Us” or “Our” means Kaypok Inc. or such other Kaypok company described in Section 14 (Who You Are Contracting With, Notices, Governing Law and Jurisdiction).
“You” or “Your” means the company or other legal entity for which you are accepting this Agreement, and Affiliates of that company or entity. If You are an agency purchasing KAYPOK Services on behalf of Your clients, the terms “You” or “Your” shall include such clients, provided that You shall be responsible for such clients’ compliance with Your obligations under this Agreement, for any breach of those obligations by such clients, and for payment for KAYPOK Service purchases on behalf of such clients.
“Your Data” means any electronic data or information submitted by You or for You to the Purchased KAYPOK Services, or is collected and processed by You or for You, using the Purchased KAYPOK Services, excluding Indexed Content.
The KAYPOK Services provided on a trial basis (“Trial KAYPOK Services”) including Beta services are available free of charge until the earlier of the end of the free trial period for which you registered or are registering or the start date of any purchased KAYPOK Services ordered by you. If you elect to use the service for a trial period and do not purchase a subscription before the end of the trial period, the service will expire at the end of such period (“Expiry Date”) and will not automatically renew. Any data entered into the trial service will be permanently lost unless you purchase a subscription to the same KAYPOK Services as those covered by the Trial KAYPOK Services before the Expiry Date.
Your obligations with regards to Your Data shall apply to data submitted to or collected through the Trial KAYPOK Services. Additional trial terms and conditions may appear on the trial registration web page or other trial registration document entered into by You. Any such additional terms and conditions are incorporated into this.
NOTWITHSTANDING SECTION 10 (WARRANTIES, EXCLUSIVE REMEDIES, AND DISCLAIMERS), DURING THE FREE TRIAL THE TRIAL KAYPOK SERVICES ARE PROVIDED ON AN “AS-IS, WHERE IS” BASIS WITHOUT ANY WARRANTY OR SUPPORT.
You must review the User Documentation during the trial period so that You become familiar with the features and functions of the Trial KAYPOK Services before You make Your purchase.
PURCHASED KAYPOK SERVICES
Provision of Purchased KAYPOK Services. We shall make the Purchased KAYPOK Services available to You pursuant to this Agreement and the applicable Order Form(s) during each subscription term. You agree that Your purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Us regarding future functionality or features.
Subscriptions. Unless otherwise specified in the applicable Order Form: (i) KAYPOK Services are purchased as subscriptions and may be accessed only in accordance with the applicable Order Form(s); (ii) additional quantities may be added during the applicable subscription term at the same pricing as that for the pre- existing quantities thereunder, prorated as applicable for the remainder of the subscription term; and (iii) the added quantities shall terminate on the same date as the pre-existing subscriptions. Any User-based subscriptions are for designated Users only and cannot be shared or used by more than one User but may be reassigned to new Users replacing former Users.
USE OF THE KAYPOK SERVICES
Our Responsibility. We shall provide Our basic support at no additional charge/or upgraded support if purchased. We use commercially reasonable efforts to make the Purchased Kaypok Services available 24 hours a day, 7 days a week except for a) planned downtime (which We shall give at least 8 hours’ notice online via email and which We shall schedule to the extent practicable during the weekend hours from 10:00 pm Friday to 5:00 pm Sunday Eastern time, or b) unavailability caused by circumstances beyond Our reasonable control including without limitation, acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts by terror, strikes or other labor problem, failure or downtime or delays by an internet service provider, hosting provider or third-party platforms, applications, or denial of service attacks.
Our Protection of Your Data. We shall maintain administrative, physical and technical safeguards for protection of the security, confidentiality and integrity of Your Data. We shall not modify Your Data, disclose Your Data except as compelled by law in accordance with the “Confidentiality: Compelled Disclosure” section below or as permitted in writing by You or to prevent or address service or technical problems or at your request in connection with customer support matters or access Your Data except to provide the KAYPOK Services and prevent or address service or technical problems, or at Your request in connection with customer support matters.
Your Responsibilities. You shall (i) be responsible for Users’ compliance with this Agreement, (ii) be responsible for the accuracy, quality and legality of Your Data and of the means by which you acquire Your Data, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of Kaypok Services and notify us promptly of any such unauthorized access to use, (iii) not make the Kaypok Services available to anyone other than Users, (iv) not sell, resell, rent or lease the Kaypok Services or to store or transmit material in violation of third-party rights, (v) not use the Kaypok Services to store or transmit Malicious Code, (vi) not use the Kaypok Services to store or process of any of the following types of sensitive individual identifiable information such as social security numbers, passport numbers, driver’s license numbers, taxpayer numbers, protected health information, financial account numbers, (vii) use the KAYPOK Services only in accordance with the User Documentation and applicable laws and government regulations, and (viii) not attempt to gain unauthorized access to the KAYPOK Services or their related systems or networks.
Usage Limitations/Fair Use Policy. KAYPOK Services may be subject to other limitations, such as, for example, limits on disk storage space, on the number of calls You are permitted to make against Our application programming interface, or other usage limits. Any such limitations are specified in the User Documentation or an Order Form. The KAYPOK Services may provide real-time information to enable You to monitor Your compliance with such limitations. If You purchase KAYPOK Services subject to usage limits and You routinely exceed those limits, We may work with You to seek to reduce Your usage so that it conforms with such limits and if You are unable or unwilling to abide by applicable usage limits, after We have provided notice of such excess usage, We may require You to execute an Order Form for additional KAYPOK Services and/or invoice You for Your excess usage. In such event, You hereby agree to execute such additional Order Forms and/or pay such additional invoices, as applicable.
INDEXED CONTENT AND THIRD-PARTY SOCIAL PLATFORMS
Indexed Content. We do not own or control Indexed Content. Indexed Content shall not be considered Your Data or “Customer Data” under any circumstances, including pursuant to the terms of any such other agreement entered into between You and Us for non-KAYPOK services. Indexed Content may be indecent, offensive, inaccurate, unlawful, or otherwise objectionable. We shall have no obligation to preview, verify, flag, modify, filter, store or remove any Indexed Content, even if requested to do so, although We may do so in Our sole discretion. INDEXED CONTENT IS PROVIDED “AS IS,” EXCLUSIVE OF ANY WARRANTY WHATSOEVER. Your use of Indexed Content is at Your sole risk, and We shall not be liable to You or any third party based on Indexed Content.
Third-Party Social Platform Access and Interactions. You shall enable the KAYPOK Services to access Your Third-Party Social Platform accounts and any websites operated by You or on Your behalf with respect to which You use the KAYPOK Services. Subject to the terms of this Agreement, You acknowledge and agree that We may access, collect, process, and/or store information or content, regardless of whether such content is Your Data or Indexed Content, from such Third-Party Social Platform accounts and/or websites in connection with providing the KAYPOK Services. Except for Our obligations with respect to Your Data, We shall not be responsible or liable for: (i) any content provided by You, Your Users or any third party to any Third Party Social Platform or other website, and any content accessed by You, Your Users or any third party from any Third-Party Social Media Platform or other websites; (ii) any interactions or communications between You and/or Your Users and any third parties through any Third-Party Social Platform or other websites; or (iii) any transactions relating to a separate agreement or arrangement between You or Your Users and any Third-Party Social Platform provider or website.
Termination for Unavailability of Certain Third-Party Social Platforms. If the operator of any Third-Party Social Platform ceases making its Third-Party Social Platform or its Indexed Content available for use with the KAYPOK Services on reasonable terms, with the intent not to resume making it available for use with the KAYPOK Services on reasonable terms, then You may notify Us of Your termination of any KAYPOK Service subscriptions that have become substantially unusable as a result thereof. Such KAYPOK Service subscriptions shall terminate effective 30 days after such notice unless availability of such Third-Party Social Platform or Indexed Content for use with the KAYPOK Services has resumed during the 30-day period. In the event of any such termination, We shall refund to You any prepaid fees covering the remainder of the term of the terminated KAYPOK Services subscriptions after the effective date of termination. Except as provided above, any unavailability of any Third-Party Social Platform or Indexed Content for use with the KAYPOK Services shall not entitle You to any termination right, credit, refund or other compensation.
Acquisition of Kaypok Products and Services. We or third parties may from time to time make available to You third-party products or services, including but not limited to Non-Kaypok Applications and implementation, customization, and other consulting services. Any exchange of data between You and any non-Kaypok provider, is solely between You and the applicable non-Kaypok provider. We do not warrant or support non-Kaypok products or services, whether or not they are designated by Us as “certified” or otherwise, except as expressly stated otherwise in an Order Form. Subject to Section 6.2 (the Integration with Non-Kaypok Applications), no purchase of non-Kaypok products or services is required to use the KAYPOK Services except a supported computing device, operating system, web browser, and Internet connection.
Integration with Non-Kaypok Applications. The KAYPOK Services may contain features designed to interoperate with Non-Kaypok Applications. To use such features, You may be required to obtain access to such Non-Kaypok Applications from their providers. If the provider of any such Non-Kaypok Application ceases to make the Non-Kaypok Application available for interoperation with the corresponding KAYPOK Service features on reasonable terms, We may cease providing such KAYPOK Service features without entitling You to any refund, credit, or other compensation, subject to Section 5.3 (Termination for Unavailability of Certain Third-Party Social Platforms) above.
FEES AND PAYMENT FOR PURCHASED KAYPOK SERVICES
Fees. You shall pay all fees specified herein–fees are based on KAYPOK Services purchased and not actual usage. Payment obligations are non-cancelable and fees paid are non-refundable. Quantities purchased cannot be decreased during the relevant subscription term stated on the Order Form. You shall pay all fees specified in all Order Forms hereunder for the KAYPOK Services as set forth in such Order Form.
Invoicing and Payment. You will provide Us with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to Us. If You provide credit card information to Us, You authorize Us to charge such credit card for all KAYPOK Services subscribed to for the initial subscription term and any renewal subscription term(s) as set forth in Section 13.2 (Term of Purchased Subscriptions). Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, We will invoice You in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced charges are due net 30 days from the invoice date. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information.
Overdue Charges. If any charges are not received from You by the due date, then at Our discretion, and without limiting Our rights or remedies, (a) such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid, and/or (b) We may condition future subscription renewals and Order Forms on payment terms shorter than those specified in Section 7.2 (Invoicing and Payment).
Suspension of KAYPOK Service and Acceleration. If any amount owing by you under this or any other agreement for Our services is 30 days or more overdue (or 10 days or more overdue in the case of amounts you have authorized Us to charge to your credit card), we may, without limiting Our other rights and remedies, accelerate your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Our services to You until such amounts are paid in full. We will give You at least 7 days’ prior notice that Your account is overdue, in accordance with Section 14.2 (Manner of Giving Notice), before suspending services to You.
Payment Disputes. We shall not exercise Our rights under Section 7.3 (Overdue Charges) or 7.4 (Suspension of KAYPOK Service and Acceleration) if You are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.
Taxes. Unless otherwise stated, Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by You, unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, We are solely responsible for taxes assessable against Us based on Our income, property and employees.
Reservation of Rights. Subject to the limited rights expressly granted hereunder, We reserve all rights, title and interest in and to the KAYPOK Services, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.
Restrictions. You shall not: (i) in the course of using the KAYPOK Services, access or use Third-Party Social Platforms, Your Data, or any Indexed Content in violation of applicable laws or applicable website terms of service, including the terms of service referenced for this product, as applicable; (ii) display, distribute or make available the Indexed Content to any third party; provided such restriction does not apply to (a) aggregations of Indexed Content which do not reveal individual Mentions, or (b) content retrieved directly from the content provider’s website rather than from the KAYPOK Services; (iii) permit any third party to access the KAYPOK Services except as permitted herein or in an Order Form; (iv) create derivative works based on the KAYPOK Services except as permitted herein; copy, modify, or create derivative works based on Indexed Content except to create aggregations of Indexed Content which do not reveal individual Mentions; (v) copy, frame, or mirror any part or content of the KAYPOK Services, other than copying or framing on Your own intranets or otherwise for Your own internal business purposes; (vi) reverse engineer the KAYPOK Services; (vii) access the KAYPOK Services in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the KAYPOK Services.
Your Data. You shall own all Your Data. You grant to us a worldwide, non-exclusive, royalty-free license to aggregate, compile and create derivative works from Your Data. You are responsible for the quality and legality of Your Data.
Suggestions. We shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the KAYPOK Services any suggestions, enhancement requests, recommendations, or other feedback provided by You, including Users, relating to the operation of the KAYPOK Services.
Definition of Confidential Information. As used herein, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information shall include Your Data; Our Confidential Information shall include the KAYPOK Services; and Confidential Information of each party shall include the terms and conditions of this Agreement and all Order Forms, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party.
Protection of Confidential Information. The Receiving Party shall (i) use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care), (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (iii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed agreements with the Receiving Party containing protections no less stringent than those herein. Neither party shall disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates and their legal counsel and accountants without the other party’s prior written consent.
Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.
WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS
Representations. Each party represents that it has validly entered into this Agreement and has the legal power to do so.
Our Warranties. We warrant that: (i) the Purchased KAYPOK Services shall perform materially in accordance with the User Documentation; (ii) subject to Section 6.2 (Integration with Non-Kaypok Applications), the functionality of the Purchased KAYPOK Services will not be materially decreased during a subscription term; and (iii) we will not transmit Malicious Code to You, provided We are not in breach of this subpart (iii) if You or a User uploads a file containing Malicious Code into the Purchased KAYPOK Services and later downloads that file containing Malicious Code. For any breach of a warranty above, Your exclusive remedy shall be as provided in Section 13.3 (Termination for Cause) and Section 13.4 (Refund or Payment upon Termination) below.
Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. WE MAKE NO REPRESENTATION OR WARRANTY REGARDING COMPLIANCE WITH PIPEDA, HIPAA, OR GLBA IN PROVIDING THE KAYPOK SERVICES. THE INDEXED CONTENT IS PROVIDED “AS IS,” “AS AVAILABLE,” WITH NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. KAYPOK SERVICES PROVIDED UNDER A FREE TRIAL AT NO CHARGE ARE PROVIDED “AS IS”, EXCLUSIVE OF ANY WARRANTY OR AVAILABILITY COMMITMENT WHATSOEVER. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS.
Beta Services. From time to time We may invite You to try, at no charge, Our products or services that are not generally available to Our customers (“Beta Services”). You may accept or decline any such trial in Your sole discretion. Any Beta Services will be clearly designated as beta, pilot, limited release, developer preview, nonproduction, or by a description of similar import. Beta Services are provided for evaluation purposes and not for production use, are not supported, may contain bugs or errors, and may be subject to additional terms. BETA SERVICES ARE PROVIDED “AS IS” WITH NO EXPRESS OR IMPLIED WARRANTY. We may discontinue Beta Services at any time in Our sole discretion and may never make them generally available.
Indemnification by Us. We shall defend You against any claim, demand, suit, or proceeding made or brought against You by a third party alleging that the use of the Purchased KAYPOK Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party (a “Claim Against You”), other than a patent right, and shall indemnify You for any damages, attorney fees and costs finally awarded against You as a result of, and for amounts paid by You under a court approved settlement of, a Claim Against You; provided that You: (a) promptly give Us written notice of the Claim Against You; (b) give Us sole control of the defense and settlement of the Claim Against You (provided that We may not settle any Claim Against You unless the settlement unconditionally releases You of all liability); and (c) provide to Us all reasonable assistance, at Our expense. If We receive information regarding an infringement, misappropriation or other claim We may in Our discretion, and at no cost to you (i) modify the KAYPOK Services, so that they no longer infringe misappropriate or give rise to any other claim, without breaching Our warranties under “Our Warranties” above, (ii) obtain a license for Your continued use of the subject KAYPOK Services in accordance with this Agreement, (iii) terminate Your subscriptions for such KAYPOK Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of the terminated subscriptions, or (iv) require You to immediately, upon receipt of notice from Us, discontinue all use of any Indexed Content or Your Data that may be related to an actual or potential infringement, misappropriation or other claim, to the extent not prohibited by law, delete from Your systems any such Indexed Content or delete or permit Us to delete from the KAYPOK Services, any of Your Data, in each case within five days of receipt of notice from Us. You shall, if so requested by Us, certify such deletion and discontinuance of use in writing. We shall be authorized to provide a copy of such certification to the third party claimant. We shall have no obligation to indemnify You to the extent any Claim Against You arises from Indexed Content, a Third-Party Social Platform, Your breach of the terms of this Agreement or actions of a third party hosting provider.
Indemnification by You. You shall defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that Your Data, or Your use of the KAYPOK Services, a Third- Party Social Platform, or Indexed Content in breach of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law (a “Claim Against Us”), and shall indemnify Us for any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a court-approved settlement of, a Claim Against Us; provided that We (a) promptly give You written notice of the Claim Against Us; (b) give You sole control of the defense and settlement of the Claim Against Us (provided that You may not settle any Claim Against Us unless the settlement unconditionally releases Us of all liability); and (c) provide to You all reasonable assistance, at Your expense. In the event We receive information regarding an actual or potential Claim Against Us, We may, in Our discretion, require You to immediately, upon receipt of notice from Us, discontinue all use of any Indexed Content or Your Data that may be related to an actual or potential Claim Against Us and, to the extent not prohibited by law, delete from Your systems any such Indexed Content or delete or permit Us to delete from the KAYPOK Services, any of Your Data, in each case within five days of receipt of notice from Us. You shall, if so requested by Us, certify such deletion and discontinuance of use in writing. We shall be authorized to provide a copy of such certification to the third party claimant.
Exclusive Remedy. This Section 11 (Mutual Indemnification) states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this Section.
LIMITATION OF LIABILITY
Limitation of Liability. NEITHER PARTY'S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL EXCEED THE AMOUNT PAID BY YOU HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT, PROVIDED THAT IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY: THE FOREGOING SHALL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER SECTION 7 (FEES AND PAYMENT FOR PURCHASED KAYPOK SERVICES).
Exclusion of Consequential and Related Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TERM AND TERMINATION
Term of Agreement. This Agreement commences on the date You accept it and continues until all subscriptions granted in accordance with this Agreement have expired or been terminated. If You elect to use the KAYPOK Services for a free trial period and do not purchase a subscription before the end of that period, this Agreement will terminate at the end of the free trial period.
Term of Purchased Subscriptions. Subscriptions purchased by You commence on the start date specified in the applicable Order Form and continue for the subscription term specified therein. Except as otherwise specified in the applicable Order Form, all subscriptions shall automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non- renewal at least 30 days before the end of the relevant subscription term. The per-unit pricing during any such renewal term shall be the same as that during the prior term unless We have given You written notice of a pricing increase at least 60 days before the end of such prior term, in which case the pricing increase shall be effective upon renewal and thereafter. Any such pricing increase shall not exceed 7% of the pricing for the relevant KAYPOK Services in the immediately prior subscription term, unless the pricing in such prior term was designated in the relevant Order Form as promotional or one-time.
Termination for Cause. A party may terminate this Agreement for cause: (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
Refund or Payment upon Termination. Upon any termination for cause by You, We shall refund You any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Upon any termination for cause by Us, You shall pay any unpaid fees covering the remainder of the term of all Order Forms after the effective date of termination. In no event shall any termination relieve You of the obligation to pay any fees payable to Us for the period prior to the effective date of termination.
Return of Your Data. Upon request by You made within 30 days after the effective date of termination, We will provide You with a copy of Your Data from the Purchased KAYPOK Services in a mutually agreed format or delete Your Data from the KAYPOK Services except for data held for backup or archival purposes.
Surviving Provisions. Section 5.1 (Indexed Content), 5.3 (Termination for Unavailability of Certain Third- Party Social Platforms), 7 (Fees and Payment for Purchased KAYPOK Services), 8 (Proprietary Rights), 9 (Confidentiality), 10 (Warranties, Exclusive Remedies and Disclaimer), 11 (Mutual Indemnification), 12 (Limitation of Liability), 13.4 (Refund or Payment upon Termination), 13.5 (Return of Your Data), 13.6 (Surviving Provisions), 14 (Who You Are Contracting With, Notices, Governing Law and Jurisdiction), and 15 (General Provisions) shall survive any termination or expiration of this Agreement.
WHO YOU ARE CONTRACTING WITH, NOTICES, GOVERNING LAW AND JURISDICTION
General. You are contracting with KAYPOK in Ontario, Canada under this Agreement. You should direct notices to under this Agreement to the address provided. This Agreement shall be construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein and shall be treated in all respects as an Ontario contract. Which courts can adjudicate any such lawsuit depend on where You are domiciled.
If You are domiciled in: Canada
You are contracting with: Kaypok Inc., an Ontario corporation
Notices should be addressed to: 71 Otonabee Avenue, Toronto, Ontario M2M 2S5. Fax: +1 -415-901-7040
The governing law is: Ontario and controlling Canadian federal law
The court having exclusive jurisdiction is: Toronto, Ontario, Canada
Manner of Giving Notice. Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery; (ii) the second business day after mailing; (iii) the second business day after sending by confirmed facsimile; or (iv) except for notices of termination or an indemnifiable claim (“Legal Notices”), the first business day after sending by email. Billing-related notices to You shall be addressed to the relevant billing contact designated by You, and Legal Notices to You shall be addressed to You and be clearly identified as Legal Notices. All other notices to You shall be addressed to the relevant KAYPOK Services system administrator designated by You.
Agreement to Governing Law and Jurisdiction. Each party agrees to the applicable governing law above without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts above.
Waiver of Jury Trial. Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.
Anti-Corruption. You have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Our employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If You learn of any violation of the above restriction, You will use reasonable efforts to promptly notify Our Legal Department (firstname.lastname@example.org)
Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.
No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
Waiver. Except as otherwise provided for herein, failure of either Party to insist upon strict performance of this Agreement, or to exercise any option herein, shall not be construed as a modification or waiver of any provision, right, or obligation under this Agreement.
Severability. In the event that any one or more provisions contained in this Agreement shall be invalid, illegal or unenforceable in any way, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions hereof shall not be affected or impaired thereby.
Attorney Fees. You shall pay on demand all of Our reasonable attorney fees and other costs incurred by Us to collect any fees or charges due Us under this Agreement following Your breach of Section 7.2 (Invoicing and Payment).
Assignment. Neither party shall assign, subcontract, delegate, or otherwise transfer these Terms, or its rights and obligations herein, without obtaining the prior written consent of the other party (not to be unreasonably withheld) and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void; provided, however, that either party may assign these Terms in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets, or other operation of law, without any consent of the other party. A party’s sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party’s election, termination of this Agreement upon written notice to the assigning party. In the event of such a termination, We shall refund to You any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
Entire Agreement. The terms and conditions of this Agreement constitute the complete and final written agreement between You and Us and supersede all other agreements and understandings between the Parties regarding the subject matter of this Agreement. Any waiver, modification, or Amendment of the terms of this Agreement is binding only if done in writing and either signed or accepted electronically by the authorized representatives of both Parties. The parties agree that any term or condition stated in Your purchase order or in any other of Your other documentation (excluding Order Forms) is void. In the event of any conflict or inconsistency between the provisions in the body of this Agreement and any Order Form, the terms of such Order Form shall prevail.
Kaypok Full Privacy Statement
At Kaypok Inc., providing our customers and web site visitors with usefulinformation without infringing on privacy is of the utmost importance. Kaypok safeguards the security of the data you send us with physical, electronic and management procedures.
The following policies are in effect for the web pages and online services operated by Kaypok Inc.
Kaypok Inc. is committed to maintaining the trust and confidence of its customers and web site visitors. That is why we want you to understand the actions we take to protect your privacy and to ensure data security when we collect and use information about you. Because your privacy is important, Kaypok Inc. will not disclose, sell, rent, trade or share your personal information except as outlined in this Privacy Statement. Where Kaypok Inc. engages third parties, channel partners or uses subsidiaries to perform services on our behalf, and we will require them to observe the intent of this Privacy Statement.
The Site and the Products and Services are intended for adult audiences, and Kaypok Inc. does not knowingly collect any personal information from anyone under 13 years of age.
Please take a moment to read this Privacy Statement to learn how we handle your information.
What information does KAYPOK collect and how will it be used?
KAYPOK Inc. may collect the following types of personal information when you interact with us online or complete an online form:
Contact Information such as: name, job title, company name, department, e- mail address, physical mailing address, and telephone number. We may use this information to notify you of products and services offered by Kaypok Inc., to manage our relationship with you, to provide you with after-sales service and to conduct research into the needs of the market. Kaypok Inc. works with a number of carefully selected partner organizations. From time to time, we may use your contact details to forward to you information about the products and services offered by our partners
Professional Data such as: employment background, industry, and general information on your professional background. If you provide us with this information, we will use it to better understand your needs and to help us in offering you appropriate products and services.
Personal Billing and Transaction Information such as: credit card details and financial information. When you provide us with this information, we will use it only for the purpose of conducting the relevant transactions. We will use your e-mail address to send a confirmation and, if necessary, might use the other information to contact you through one of our channel partners.
The personal information you provide to us when making a request may be made available to our channel partners or a Kaypok subsidiary for completing your request. After fulfilling your request, the information you provide may be used by us for direct marketing of Kaypok Inc. and its subsidiaries and channel partnersâ products and services or business partner products or services. Kaypok Inc. may use the services of third parties to process your information and send you mailings.
In addition, KAYPOK Inc. also collects non-personal information about your computer hardware and software. This information may include: your IP address, browser type, operating system, domain name, access times and referring web site addresses. This information is used for the operation of the service, to maintain quality of the service, and to provide general statistics regarding use of our web sites. Kaypok Inc. also collects non-personal information about which pages our customers visit within our web sites. Our web servers do not record e-mail addresses or other personal information unless the individual when filling out a web form willingly provides it.
Kaypok Inc. will not share your information with other organizations besides its channel partners and subsidiaries without your prior approval, other than for the limited exceptions listed below.
Will Kaypok Inc. disclose the information we collect to additional outside third parties?
KAYPOK Inc. uses reasonable precautions to keep the information disclosed to us secure.
Should the situation arise, Kaypok Inc. reserves the right to transfer information in connection with the sale of all or part of Kaypok Inc.'s capital stock or assets.
As noted earlier, Kaypok Inc. may operate subsidiary companies or engage third parties to perform services on its behalf. In these cases, we will require subsidiary or third party to observe the intent of this Privacy Statement.
The personal information you provide to us when making a request is made available to the applicable subsidiary or channel partner in your area for completing your request. It may also be provided to third party providers to perform these functions on behalf of Kaypok Inc., its subsidiaries and channel partners. After fulfilling your request, the information you provide may be used by us or our subsidiaries or channel partners for direct marketing of Kaypok Inc., other Kaypok Inc. products or business partner products.
Kaypok Inc.âs web sites contain hyperlinks to other web sites. Kaypok Inc. is not responsible for the privacy policies or content of such web sites, or how they treat information about their users. Kaypok Inc. does not share any of your individual personal information with the web sites to which Kaypok Inc. links, except as stated elsewhere within this Privacy Statement. Please check with the hyperlinked sites to determine their privacy policies.
Kaypok Inc. will disclose personal information without your permission when required to do so by law or in good faith belief if such action is necessary or desirable to comply with the law, protect or defend the rights or property of Kaypok Inc., its channel partners or this site or its users.
Individuals may opt-out of receiving marketing and non-administrative e-mailingsfrom Kaypok Inc. and our affiliated worldwide offices. If you do not wish to have Kaypok Inc. contact you via e-mail, you will be able to unsubscribe at any time upon receipt of any marketing and non-administrative e-mailings delivered from Kaypok Inc. by following the unsubscribe instructions at the bottom of the e-mail. If you prefer to never receive e-mail from Kaypok Inc., please send an e-mail to email@example.com and type âremoveââ in the subject. Your e-mail will be removed from all of our e-mail lists as promptly as possible.
We may use a third-party e-mail service provider to send e-mails. This service provider is prohibited from using your e-mail address for any purpose other than to send a Kaypok Inc. related e-mail.
Customers cannot opt-out of receiving administrative communications related to their accounts because they are necessary to adequately provide our services. Such e-mail may include confirmation of a registration or purchase or communication during the sales or support process.
Cookies are small pieces of data that are sent to your browser from a web server and are stored on your computerâs hard drive. A cookie cannot read data off your hard disk or read cookie files created by other sites. Cookies do not damage your system and are used only to enhance your experience and to serve you better when you visit our sites.
You can choose whether to accept cookies by changing the settings of your browser. If you choose not to accept these cookies, your experience at Kaypok Inc.âs web sites and other web sites may be diminished and some features may not work as intended.
Where is my data stored?
Your data may be processed and stored on Kaypok Inc. or third party providersâ computers in Canada, the United States or other countries. You hereby consent to the transfer of any personal data to the United States or any other country outside of your home country where Kaypok Inc. or third party providers provides
Changes to this Statement
Kaypok Inc. will occasionally update this Privacy Statement. When we do, we will also revise the "Last updated" date at the top of this Statement to ensure that you are viewing the most current version. For material changes to this statement, KAYPOK Inc. will notify you by placing prominent notice on our web sites.
By visiting the KAYPOK Inc. website or its subsidiary websites, you agree to be bound by the terms and conditions of this Privacy Statement. If you do not agree, please do not access the websites.
KAYPOK Inc. welcomes your questions regarding this Privacy Statement or regarding the data that we hold.
Please contact us via e-mail or postal mail:
#226 Banting Institute,
100 College Street, Toronto,
ON M5G 1L5 Canada
(Last updated 10/1/14)