Effective date: August 11, 2022
KULA TECHNOLOGIES INC., HAVING ITS REGISTERED OFFICE AT 3500 SOUTHDUPONT HIGHWAY, CITY OF DOVER, DELAWARE, USA- 19901 AND HAVING ITS PLACE OF BUSINESS AT 340S, LEMON AVE #6070, WALNUT, CA 91789, USA AND ALSO AT #32-01, 80 RAFFELS PLACE, UOB PLAZA TOWER 1, SINGAPORE – 048 624 (HEREINAFTER REFERRED TO AS “KULA”, “WE”, “US” OR “OUR”), ON BEHALF OF ITSELF AND ITS AFFILIATES/GROUP COMPANIES UNDER THE BRAND ‘KULA’, OWNS AND OPERATES THE WEBSITE ‘WWW.KULA.AI’ AND THE APPLICATION ‘KULA’ (TOGETHER REFERRED TO AS “PLATFORM”).
THIS DOCUMENT IS A LEGALLY BINDING DOCUMENT AMONG REGISTERED OR UNREGISTERED USER OF THE PLATFORM (HEREINAFTER REFERRED TO AS “YOU”/ “YOUR”/ “YOURSELF”) AND US IN RELATION TO THE USE OF THE PLATFORM AND SET FORTH THE TERMS AND CONDITIONS BY WHICH YOU MAY ACCESS AND USE THE PLATFORM AND OUR RELATED SERVICES (DEFINED BELOW).
1. Definition
1. Account means any accounts created/registered by You or on Your behalf for access and use of the Services.
2. API means the application programming interfaces developed, enabled by, or licensed to Kula that permits certain functionalities provided by the Services.
3. Customer Data means all electronic data, text, messages, personal data or other materials, including without limitation Personal Data of Users and End Users, submitted to the Services by You through Your Account in connection with Your use of the Services.
4. Confidential Information means all information disclosed by one Party to the other Party which is in orally, in writing, and/or transmitted electronically whether or not labelled “confidential”(or with a similar legend) and which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Notwithstanding the foregoing, Confidential Information shall not include any information which (a) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (b) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (c) is already in the possession of the receiving party at the time of disclosure by the disclosing party as shown by the receiving party’s files and records prior to the time of disclosure; (d) is obtained by the receiving party from a third-party without a breach of such third-party’s obligations of confidentiality; (e) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information, as shown by documents and other competent evidence in the receiving party’s possession; or (f) is required by law to be disclosed by the receiving party, provided that the receiving party shall, to the extent legally permitted, give the disclosing party written notice of such requirement prior to disclosing so that the disclosing party may seek a protective order or other appropriate relief.
5. Documentation means any written or electronic documentation, images, video, text or sounds specifying the functionalities of the Services provided or made available by Kula to You or Your Users through the Services or otherwise.
6. DPA means the Data Processing Agreement.
7. End User: means any person or entity other than You or Your Users with whom You interact using the Service(s).
8. Order Form means any service order form specifying the Services provided, which shall be executed between You and Us, particular features and functionalities in the Services that You wish to avail.
9. Personal Data means any information relating to an identified or identifiable natural person that is submitted by You to the Services as part of Customer Data.
10. Platform shall mean cloud-based proprietary collaborative HR onboarding platform of Kula operated through the website ‘www.kula.ai’ and the application ‘Kula’ owned by Kula.
11. Process means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure, or destruction.
12. Sensitive Personal Information means information that relates to an individual’s racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, genetic data, biometric data for the purpose of uniquely identifying a natural person, data concerning health, or data concerning a natural person's sex life or sexual orientation. It also includes information about an individual's criminal offences or convictions, as well as any other information deemed sensitive under applicable data protection laws.
13. Services means the recruitment platform and any new services that Kula may introduce from time to time as a Service to which You may subscribe to, and any updates, modifications, or improvements thereto, including individually and collectively, the API, Software and any Documentation.
14. Software means any software provided by Us (either by download or access through the internet) that allows You to use any functionality in connection with the Service(s).
15. Subscription Fee means all charges associated with Your Account and use of the Services.
16. Subscription Plan means the pricing plan and any limitations for the Services that the You have subscribed to.
17. Subscription Term means the period during which You have agreed to subscribe to the Services as specified in the relevant Order Form or as mentioned in a relevant Subscription Plan.
18. Taxes mean and include any taxes, levies, duties, or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction.
19. Third Party Services shall mean third-party application(s) or service(s) integrating with the Services through APIs or otherwise enabled through the Services.
20. User means a designated user within the Services, including an Account administrator, employee, shareholder, auditor, lawyer, founder, and other designated users.
2. Acceptence of terms
THE TERMS OF THIS DOCUMENT WILL BE EFFECTIVE UPON YOUR ACCEPTANCE OF THE SAME (DIRECTLY OR INDIRECTLY IN ELECTRONIC FORM, BY CLICKING ON THE "I AGREE" TAB OR BY USE OF THE PLATFORM AND/OR BY CREATING AN ACCOUNT ON THE PLATFORM AND WILL GOVERN THE RELATIONSHIP BETWEEN YOU AND US FOR YOUR USE OF THE PLATFORM AND THE SERVICES RENDERED THEREIN. THIS DOCUMENT IS AN ELECTRONIC RECORD IN TERMS OF THE RELEVANT APPLICABLE LAWS. THIS ELECTRONIC RECORD IS GENERATED BY A COMPUTER SYSTEM AND DOES NOT REQUIRE ANY PHYSICAL OR DIGITAL SIGNATURES.
THIS DOCUMENT IS PUBLISHED IN ACCORDANCE WITH THE RELEVANT APPLICABLE LAWS THAT REQUIRE PUBLISHING INTER ALIA THE TERMS OF USE, AND PRIVACY POLICY FOR ACCESS OR USAGE OF THE PLATFORM AND THE SERVICES RENDERED THEREUNDER. PLEASE READ THIS DOCUMENT CAREFULLY. BY USING THE PLATFORM, YOU INDICATE THAT YOU UNDERSTAND, AGREE AND CONSENT TO THIS DOCUMENT. IF YOU DO NOT AGREE WITH THE TERMS OF THIS DOCUMENT, PLEASE DO NOT USE THIS PLATFORM. YOU HEREBY PROVIDE YOUR UNCONDITIONAL CONSENT OR AGREEMENTS TO ME AS PROVIDED UNDER THE RELEVANT APPLICABLE LAWS TO ACCESS AND USE YOUR PERSONAL INFORMATION THAT YOU HAVE VOLUNTARILY PROVIDED TO ME IN CONNECTION WITH THE USE OF THE PLATFORM AND THE SERVICES.
By providing Us Your information or by making use of the Platform and the Services provided therein, You hereby consent to the collection, storage, processing, and transfer of any or all Personal Information (Defined in Our Privacy Policy) and Non-Personal Information by Us as specified under this Terms of Use and further agree that such collection, use, storage, and transfer of information shall not cause any loss or wrongful gain to You or any other person. This Terms of Use as well as the Services provided by Us are intended for organisations, entities, companies and, in general, for legal persons only. Any individuals qualifiable as consumers i.e., any natural person acting outside the scope of an economic activity and for purposes different from trade, business, craft, or profession is excluded.
You must be at least eighteen (18) years or older to access and use this Platform. A minor (i.e., below the age of 18 years) shall not be entitled to avail the Services of this Platform. Your entity or organization on behalf of which You are accessing the Platform and availing the Services should have been incorporated as per the applicable laws. If You are using the Services as an employee, agent, or contractor of a corporation, partnership, or similar entity, then You represent and warrant that You have the authority to sign for and bind such entity in order to accept this Terms of Use.
Your access to the Platform and use of Our Services is also subject to Our Privacy Policy, the terms in the privacy policy can be found directly on the Platform and are incorporated herein by reference. You agree that all agreements, notices, disclosures, and other communications We provide to You electronically satisfy any legal requirement that such communications be in writing.
Before You use or subscribe to, and/or begin participating in or using the Platform, it is represented and warranted that You as the User of the Platform has or have fully read, understood, and accept the Terms of Use as updated from time to time without any notice to You. You are advised to review this Terms of Use periodically for any updates. We shall take reasonable efforts to notify You regarding the amendments to the Terms of Use through a notice on the Platform. Your continued access to the Platform and/or use of the Services from the date of updated Terms of Use shall be deemed to Your acceptance of the updated Terms of Use. If You do not agree to or wish to be bound by the updated Terms of Use, You may not access to or otherwise access the Platform or use the Services. We may, from to time, release new versions of the Platform, or release/introduce new and additional scope of Services which will be subject to these Terms of Use, and any additional terms of Service as may apply to such additional new versions or Services.
If You wish to subscribe to Our Subscription Plan and avail the Services available on the Platform, in addition to this Terms of Use, You shall also agree and execute the Order Form which shall be provided to You by Us upon request.
3. Third Party Services
You acknowledge and agree that the Service operates on or with or using APIs) and/or Third- Party Services. Such Third-Party Services will be subject to the terms and conditions and privacy policies of such third-parties. We are not responsible/liable for Your enablement, access or use or operation of any Third-Party Services, nor the availability or operation of the Services (including for processing of Customer Data by such third-party) to the extent such availability and operation is dependent upon Third Party Services. You are solely responsible for procuring any and all rights necessary to access Third Party Services and for complying with any applicable terms or conditions or the privacy policies thereof. We do not make any representations or warranties with respect to Third Party Services. Any exchange of data or other interaction between you and Third-Party Services is solely between You and such third party and is governed by such third party’s terms and conditions. You should contact that Third-Party Service provider for any issues arising in connection with use of such Third-Party Services.
4. Your Obligations
1. Your Account: Your access and use of the Service(s) is restricted to the specified number of individual Users mentioned in the relevant Order Form executed between Yourself and Kula. Each User shall be identified using unique login information such as usernames and passwords (“User Login”) and such User Login shall be used only by one individual.
2. Acceptable Use: You agree not to (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Services available to any third-party, other than Users in furtherance of your internal business purposes as expressly permitted by these Terms; (b) modify, adapt, translate, reverse engineer, disassemble, decompile or create any derivative works of the Services or any content included therein or hack the Services or otherwise attempt to gain or gain unauthorized access to the Services or related systems or networks, including any files, tables or documentation (or any portion thereof) or determine or attempt to determine any source code, algorithms, methods or techniques embodied by the Services or any derivative works thereof; (c) violate any law or regulation, including, without limitation, any applicable export control laws, privacy laws or any other purpose not reasonably intended by Kula; (d) use the Services to store or process any content that infringes upon any person’s intellectual property rights or is unlawful, racist, hateful, abusive, libelous, obscene, or discriminatory; or (e) “crawl,” “scrape,” or “spider” any page, data, or portion of or relating to the Services (through use of manual or automated means); Further, You agree to not use the Platform to: (a) disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other Users of the Service are able to type, or otherwise act in a manner that negatively affects other Users' ability to engage in real time exchanges or to utilize the service on an as is basis as provided by Us;(b) interfere with or disrupt the Platform or servers or networks connected to the Platform, or disobey any requirements, procedures, policies, or regulations of networks connected to the Platform; (c)commit any fraudulent or unlawful act, whether in relation to any third-party provider of products and services on the Service or otherwise (d) use the Platform/Services, without our express written consent, for any commercial or unauthorized purpose, including communicating or facilitating any commercial advertisement or solicitation or spamming (e) incorporate the Services or any portion thereof into any other program or product. In such case, We shall have the right to terminate the Service and Your Accounts or limit access to the Services, as the case may be, in our sole discretion (f)impersonate, or falsely state or otherwise misrepresent Your affiliation with any person; (g)use or attempt to another User’s/ Account, service, or system, or create a false identity on the Services (h) use the Services to (i) sell any advertising, sponsorships, or promotions placed on, around, or within the Service or content, other than those allowed by Us; or (ii) sell advertising, sponsorships, or promotions on any page of any website or application that only contains content from the Services or where content from the Service is the primary basis for such sales.
3. You represent and warrant to Kula that You own or have the necessary rights to transmit the Customer Data to Kula and that doing so does not violate any applicable law, proprietary or privacy rights. You further agree that you shall comply with the applicable data protection laws while processing the Customer Data through the Platform.
5. Termination to Platform Access & Deletion of Account
We reserve the right to disable/suspend Your Account at any time a) if You have failed to comply with any of the provisions of these Terms of Use and Our Privacy Policy, other policies and such other documents executed; b) if You have failed to pay the Subscription Fee duly; c) if activities occur on Your Account which, in Our sole discretion, would or might cause damage to Us and/or the Platform; d) impair the Services or infringe or violate any third-party rights, or violate any applicable laws or regulations; e) if You have engaged in conduct that We determine to be inappropriate or unacceptable in Our sole discretion; f) or for any other reason whatsoever.
We may also disable Your Account or suspend or terminate Your access to the Platform if You file any claim against Us or file any claim that involves the Platform. We also reserve the right, in Our sole discretion, to seek and obtain any other remedies available to Us pursuant to any applicable laws and regulations or at equity as a result of Your breach of this Terms of Use or any other act or omission by You that gives rise to a claim by Us, and Our disabling of Your Account or suspension or termination of Your use of, or access to, the Platform shall be without prejudice to, and shall not be deemed a waiver of, the foregoing.
If We terminate, limit, or suspend Your right to use the Platform, You are prohibited, without Our prior written consent, from registering and creating a new Account under Your name, a fake or borrowed name, or the name of any third party, even if You may be acting on behalf of the third party. In the event Your right to use the Platform terminated, limited, or suspended, this Terms of Use will remain in effect and enforceable against You.
In addition to suspension for late payment or non-payment of Subscription Fee, Kula may in its discretion, suspend or terminate Your access to and use of the Your Account or the Services if You are in violation of the terms of these Terms of Use. Kula will notify You of activities that violate these Terms of Use and provide You with a period of thirty (30) days to cure or cease such activities (“Cure Period”). If You do not cure or cease such activities within the said Cure Period or if Kula believes that Your breach of these Terms of Use cannot be cured, Your Account shall be terminated immediately. Further, Kula also reserves the right to terminate Your Account at any time by written notice due to business reasons which shall include discontinuation of the Services.
You may terminate your Account and subscription to the Services at any time but will remain liable for all Subscription Fee for the Subscription Term. However, the Personal Information, Non-Personal Information, and the Customer Data (“Your Data”) given by You to Us during the time of registration of the Account or such other time while availing Our Services shall be retained by Us for a period of 90 days from the date of deletion of Your Account and will be permanently removed thereafter (except when required by law to retain). For further clarification in relation to Your Data deletion process, You can access Our Data Deletion Policy, which shall be provided only upon the request placed by You to Us.
Notwithstanding anything contained herein, either Kula and You may terminate these Terms of Use with notice if the other party becomes insolvent, makes or has made an assignment for the benefit of creditors, is the subject of proceedings in voluntary or involuntary bankruptcy instituted on behalf of or against such party (except for involuntary bankruptcies) which are dismissed within sixty (60) days, or has a receiver or trustee appointed for substantially all of its property.
Notwithstanding anything contained in this Terms of Use, all clauses of this Terms of Use which by their nature should survive the expiration or termination shall continue in full force and effect subsequent to, and notwithstanding the expiration or termination of this Terms of Use.
6. Subscription Plan
In case You are interested in availing the Services rendered by Us through the Platform, You can choose an appropriate Subscription Plan as set forth on the Platform’s pricing page in order to use the Platform and avail the Services contained therein. Further, You agree to pay the applicable Subscription Fee in advance on monthly basis, unless otherwise agreed in the Order Form. All such payment terms shall be stipulated under the Order form.
You shall also acknowledge that the Subscription Plan which You choose may be updated from time to time and, it shall be Our responsibility to notify You such changes in Subscription Plan. The payment obligations under this Terms of Use, the Order Form are non-cancelable, regardless of utilization of the Platform/Services by You and except as expressly permitted in this Terms of Use, the Subscription Fee paid are non-refundable. However, You can cancel Your chosen Subscription Plan in between the Subscription Term, and however, it is to be noted that even if You cancel the Subscription Plan, Your account shall be active till the expiry of the Subscription Term.
Renewal. Your subscription to the Services will renew automatically unless the Account is terminated, or You give a written notice of non-renewal at least thirty (30) days prior to the expiration of the relevant Subscription Term.
Late Payments/Non-payment of Subscription Fee: Kula will notify You if Kula does not receive payment towards the Subscription Fee within the due date for Your Account. All the terms pertaining to the late payments/non-payments of Subscription Fee shall be agreed between Yourself and Kula under the relevant Order Form, as the case may be.
Taxes. The Subscription Fee do not include Taxes. You agree to pay applicable direct or indirect Taxes associated with the purchase of Subscription Plan hereunder, which, to the extent We are legally required to collect the same, will be itemized on the invoice.
Upgrades and Downgrades. You may upgrade or downgrade between the Subscription Plan. You understand that downgrading may cause loss of features or capacity of the Services as available to You before downgrading Your Subscription Plan. We will not be liable for such loss. When You upgrade or downgrade, the new Subscription Fee become immediately applicable. Upon upgrade, the new Subscription Fee for the subsisting month/year would be charged on a pro-rated basis and shall be payable in accordance with this Terms of Use. Subsequent months/years will be charged in full according to the new Subscription Fee and any credits will be adjusted appropriately.
7. Personal Data Protection and Data Privacy
Our obligation for the use of Personal Data will be restricted within the scope of the purpose of collecting and processing such Personal Data, subject to Our Privacy Policies.
Subject to this Terms of Use, to the extent that We receive the Customer Data as a result of rendering Services, We agree that We will (a) not disclose or use any of the Customer Data except to the extent necessary to carry out Our obligations hereinunder and for no other purpose, (b) not disclose the Customer Data to any third party, including Our third party service providers without the Your prior written consent and subject to the further requirements of this clause, (c) employ administrative, technical and physical safeguards to prevent unauthorized use or disclosure of the Customer Data, (d) promptly provide such information regarding its privacy and information security systems, policies and procedures as You may request relating to its due diligence and oversight obligations under applicable laws and regulations, (e) in the event of any accidental or unlawful destruction, loss, alteration, actual or apparent theft, unauthorized use or disclosure or access of any of the Customer Data processed by us immediately commence all reasonable efforts to investigate and correct the causes and remediate the results thereof, and (f) as soon as practicable following discovery of any event described in sub-clause (e) hereof, provide You a notice thereof, and such further information and assistance as may be reasonably requested. We shall reasonably assist You, at Your expense, in meeting Your obligations under applicable data protection laws.
Our treatment of the Customer Data is also governed by the Data Processing Agreement (DPA) in case any Personal Data that originates from the territories of European Economic Area (EEA), United Kingdom and/or Switzerland, the copy of the same shall be made available only upon the request placed by You. Kula may perform analytics on Customer Data to improve, enhance, support, and operate the Services and compile statistical reports and record insights. You shall not disclose (and shall not permit any individual to disclose) any Sensitive Personal Information to Us for Processing.
8. Intellectual Property Rights And Platform License
The copyright, database right , patents, inventions, trademarks (including Kula Marks), domain names, trade secrets or know-how and other intellectual property rights in the Platform, products and Services including without limitation all content included on the Platform including but not limited to , texts, graphics, logos, button icons, images, audios, clips, digital downloads, software, data compilations and technology used or appearing or transmitted through it except the Customer Data (“Intellectual Property”), belongs to Us or Our affiliates or licensors and are protected by the laws of California and/or the applicable foreign countries. We and Our licensors reserve all rights not expressly granted in these Terms of Use. The Software used on the Platform and the Documentations are Our Intellectual Property and is protected by the applicable international copyright laws and shall remain exclusively with Kula.
Subject to this Terms of Use and solely within the limits permitted by the Us herein, We grant You a limited, non-exclusive, revocable, royalty-free, non-transferable, non-assignable, non-sublicensable, right and license to access and make personal use of the Platform, the Services provided in the Platform. This license does not include any redistribution of resale or commercial use of the Platform. You shall not re-utilise the Services of Our Platform or systematically extract any part of the content, use any robots, data mining or extraction tools for reutilization of Our Platform. Further, You shall not create publish anything that features parts of Our Platform (for example Our Services and its prices) without our prior written permission. You own the rights to the Customer Data that You provide to Kula. Kula does not claim ownership over such Customer Data. Kula shall have a right and license to incorporate into the Services or otherwise use any suggestions, enhancement requests, recommendations, or other feedback it receives from You. Kula reserves its rights to re-use any and all techniques and know-how gathered by Kula while providing the Services to You. All rights not expressly provided to You herein are reserved.
9. Confidentiality
Each Party acknowledges and agrees that in the performance of this Terms of Use it may have access to or may be exposed to, directly or indirectly, Confidential Information of the other Party. Each Party acknowledges and agrees that: (a) all Confidential Information shall remain the exclusive property of the Disclosing Party; (b) it shall not use Confidential Information of the other Party for any purpose except in furtherance of the Agreement; (c) it shall not disclose Confidential Information of the other Party to any third party, except to its employees, officers, contractors, agents and service providers on a need to know basis in connection with the Agreement, provided such permitted persons are bound in writing to obligations of confidentiality and non-use of Confidential Information no less protective than the terms hereof; and (d) it shall return or destroy all Confidential Information of the Disclosing Party upon the termination of the Agreement or at the request of the Disclosing Party (subject to applicable law and, with respect to Us and Our internal record-keeping requirements). The provisions of this Clause shall supersede any non-disclosure agreement by and between Yourself and Kula entered prior to these Terms of Use that would purport to address the confidentiality of any Confidential Information and such agreement shall have no further force or effect with respect to the Confidential Information.
10. Disclaimer of Warranties
YOUR USE OF THE PLATFORM AND OUR SERVICES IS ENTIRELY AT YOUR OWN RISK. TO THE EXTENT NOT OTHERWISE SET IN THIS TERMS OF USE AND TO THE FULLEST EXTENT PERMITTED UNDER LAW, THE PLATFORM IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF (A) MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY, CURRENTESS, COMPLETENESS OR RELIABILITY OF ANY SERVICES PROVIDED THROUGH THE PLATFORM OR THIRD PARTY SERVICES LINKED TO THE PLATFORM AND ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS, MISTAKES, OR INACCURACIES OF SERVICE, (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE PLATFORM, (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN (D) YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS (E) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE AND DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICES WILL BE CORRECTED. WE DO NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE PLATFORM OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES, OTHER THAN AS PROVIDED HEREIN. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
WITHOUT LIMITING THE FOREGOING, NEITHER US NOR OUR AFFILIATES OR LICENSORS WARRANT THAT ACCESS TO THE PLATFORM WILL BE UNINTERRUPTED OR THAT THE PLATFORM WILL BE ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED OR THAT IT WILL ALWAYS BE ACCESSIBLE; NOR WE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PLATFORM, OR AS TO THE TIMELINESS, ACCURACY, RELIABILITY, COMPLETENESS OR, INFORMATION OR MATERIALS OR SERVICES PROVIDED THROUGH OR IN CONNECTION WITH THE USE OF THE PLATFORM. NEITHER US NOR OUR AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER. WE, OUR AFFILIATES AND LICENSORS DO NOT WARRANT THAT THE PLATFORM IS FREE FROM VIRUSES, WORMS, TROJAN HORSES, OR OTHER HARMFUL COMPONENTSAND DO NOT GUARANTEE THAT ANY PERSONAL INFORMATION SUPPLIED BY YOU WILL NOT BE MISAPPROPRIATED, INTERCEPTED, DELETED, DESTROYED OR USED BY OTHERS.WE MAY CHANGE, SUSPEND, WITHDRAW OR RESTRICT THE AVAILABILITY OF ALL OR ANY PART OF OUR PLATFORM FOR BUSINESS AND OPERATIONAL REASONS AT ANY TIME WITHOUT NOTICE.
11. Limitation of Liability
UNDER NO CIRCUMSTANCES WILL WE, OUR AFFILIATES, LICENSORS, OR ANY OF SUCH PARTIES’ AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CORPORATE PARTNERS, OR PARTICIPANTS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME INCLUSING BUT NOT LIMITED TO ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL(C), ANY LOSS OF OPPORTUNITY, LOSS OF PROFIT, LOSS OF BUSINESS, LOSS OF GOODWILL OR BUSINESS REPUTATION, INTERRUPTION, OR ANY LOSS OF DATA SUFFERED BY YOU.
TO THE FULLEST EXTENT PERMITTED BY LAW, ANY DISPUTE YOU HAVE WITH ANY THIRD PARTY ARISING OUT OF YOUR USE OF THE SERVICES, INCLUDING, BY WAY OF EXAMPLE AND NOT LIMITATION, ANY CARRIER, COPYRIGHT OWNER OR OTHER USER, IS DIRECTLY BETWEEN YOU AND SUCH THIRD PARTY, AND YOU IRREVOCABLY RELEASE US AND OUR AFFILIATES FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
WITHOUT LIMITING THE FOREGOING, NEITHER US NOR OUR AFFILIATES OR LICENSORS WARRANT THAT ACCESS TO THE PLATFORM WILL BE UNINTERRUPTED OR THAT THE PLATFORM WILL BE ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED OR THAT IT WILL ALWAYS BE ACCESSIBLE; NOR WE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PLATFORM, OR AS TO THE TIMELINESS, ACCURACY, RELIABILITY, COMPLETENESS OR, INFORMATION OR MATERIALS OR SERVICES PROVIDED THROUGH OR IN CONNECTION WITH THE USE OF THE PLATFORM. NEITHER US NOR OUR AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER. WE, OUR AFFILIATES AND LICENSORS DO NOT WARRANT THAT THE PLATFORM IS FREE FROM VIRUSES, WORMS, TROJAN HORSES, OR OTHER HARMFUL COMPONENTSAND DO NOT GUARANTEE THAT ANY PERSONAL INFORMATION SUPPLIED BY YOU WILL NOT BE MISAPPROPRIATED, INTERCEPTED, DELETED, DESTROYED OR USED BY OTHERS.WE MAY CHANGE, SUSPEND, WITHDRAW OR RESTRICT THE AVAILABILITY OF ALL OR ANY PART OF OUR PLATFORM FOR BUSINESS AND OPERATIONAL REASONS AT ANY TIME WITHOUT NOTICE.
12. Indemnity
You hereby indemnify, defend, and hold Us, Our affiliates, licensors, distributors, agents, representatives and other authorized representatives, harmless from and against any and all losses, damages, liabilities and costs arising from or in connection with a) use of the Platform; b) the Your breach of any terms, obligations, representations and warranties under this Terms of Use; c) any claim that the provision or use of the Services infringes any third party rights; and d) breach of applicable laws. Nothing in these Terms of Use shall exclude or limit Our liability for any liability which cannot be excluded or limited under applicable laws in force and any such claim arising out of the gross negligence or wilful misconduct of Kula. Your statutory rights as a User are not affected by this Terms of Use.
13. Limitation on time to file claims
Any cause of action or claim You may have arising out of or relating to these Terms of Use or the Platform or Services must be commenced within one (1) year after the cause of action accrues, otherwise, such cause of action or claim is permanently barred.
14. Frequent asked questions ("FAQ")
We also provide You Frequently Asked Question (FAQ) on the Platform where We shall address certain common questions that You as a User shall have while accessing the Platform and using Our Services.
15. Publicity Rights: You hereby grant Kula the right to identify Yourself as Kula’s customer on Kula’s websites and/or marketing collateral and to include Your use of the Services in case studies.
16. Force Majeure
We shall be relieved of all Our responsibilities, if any, in the event of failure of performance resulting directly or indirectly from an act of force majeure or causes beyond our reasonable control including, without limitation, acts of god, war, equipment and technical failures, electrical power failures or fluctuations, strikes, labour disputes, riots, civil disturbances, shortages of labour or materials, epidemics, pandemics, lockdown(state-wise or nation-wide), natural disasters, orders of domestic or foreign courts or tribunals, non-performance of third parties, or any reasons beyond Our reasonable control. You further acknowledge and agree that We are not responsible or liable for (a) any incompatibility between the Platform and any other website, service, software, or hardware or (b) any delays or failures You may experience with any transmissions or transactions relating to the Platform in an accurate or timely manner.
17. General
All notices to be provided by Kula to You under these Terms of Use may be delivered in writing (i) by nationally recognized overnight delivery service (“Courier”) or to the contact mailing address provided by You on any Order Form while subscribing to the Services; or (ii) electronic mail to the e-mail address provided for Your Account. Kula’s address for a notice to Kula in writing by Courier is 340S, LEMON AVE #6070, WALNUT, CA 91789, USA with a CC to hello@kula.ai__ for electronic mail. All notices shall be deemed to have been given immediately upon delivery by electronic mail, or if otherwise delivered upon receipt or, if earlier, two (2) business days after being deposited in the mail or with a Courier as permitted above. Any waiver of Our rights or remedy under these Terms of Use shall only be effective if it is in writing, executed by Our duly authorized representative, and shall be applicable only to the circumstances for which it is given. Our failure to exercise or enforce any right or remedy under these Terms of Use shall not operate as a waiver of such right or remedy, nor shall it prevent any future exercise or enforcement of such right or remedy. No single or partial exercise of any right or remedy shall preclude or restrict the further exercise of any such right, or remedy, or other rights or remedies.
This Terms of Use, together with Our Privacy Policies, Order Forms incorporated herein by reference, constitute the entire agreement between the parties with respect to the subject matter. In case of a conflict between these Terms of Use and other documents/policies, these Terms of Use shall prevail. The clause titles in these Terms of Use are for convenience only and have no legal or contractual effect. The words “including” and “includes” means “including without limitation”.
The provision(s) of these Terms of Use shall be sought to be harmoniously interpreted with each other, as well as applicable Laws (including the applicable laws based on the jurisdiction of the User’s) and upheld to the fullest extent permissible under applicable Laws. Further, the provisions contained in this Terms of Use shall be enforceable independent of each other, and their validity shall not be affected, if any other provision(s) are held to be invalid. If any provision(s) of these Terms of Use are, for any reason, held to be invalid or unenforceable, the other provisions of these Terms of Use will be unimpaired (to the maximum extent permissible), and the invalid or unenforceable provision(s) will be deemed modified so that they are valid and enforceable to the maximum extent permitted by applicable Laws. Further, if any of those provision(s) are void, but would be valid if some part of the provision(s) were deleted, the provision(s) in question shall apply with such modification as may be necessary to make them valid. You confirm that You do not have an employment, contractor, agency, or partnership relationship with Us. We are merely providing You the Services on your request. Further, You are acting on either on Your own or behalf of another person, in the manner stated in the Terms of Use.
These Terms of Use and any dispute or claim arising out of or in connection with their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the Laws prevalent in Singapore. You agree that the courts of Singapore shall have exclusive jurisdiction to settle any dispute, or claim, arising out of, or in relation to, these Terms of Use.
