Terms of Service

Thank you for using Kyuda! Please read these Terms of Service carefully before accessing or using Kyuda.

BY REGISTERING FOR, USING, OR OTHERWISE ACCESSING ANY OF Kyuda’S SERVICE (as defined below), YOU AGREE TO BE BOUND BY THIS AGREEMENT, WHICH ARE AN ENFORCEABLE AGREEMENT BETWEEN YOU AND Kyuda. IF YOU DO NOT WISH TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT AND WE DO NOT GRANT YOU THE RIGHT TO ACCESS OR USE OF ANY OF Kyuda’S SERVICES.

1. Definitions

“Account” represents your legal relationship with Kyuda. A “User Account” represents an individual User’s authorization to log in and use the Service and serves as a User’s identity on Kyuda.

“Agreement” refers, collectively, to all the terms, conditions, notices contained or referenced in these Terms of Service and all other operating rules, policies and procedures relating to the Service (including the Privacy Policy, available at https://www.kyuda.io/privacy) that we may publish from time to time on the Website or otherwise require you to agree to as a condition to using the Service, and (as to personal data subject to the GDPR) including the Kyuda Data Protection Addendum, available at https://www.kyuda.io/dpa.

“Applicable Laws” means all applicable local, state, federal and international laws, regulations and conventions, including, without limitation, those related to data privacy and data transfer, international communications, and the exportation of technical or personal data, such as, to the extent applicable, the GDPR or the CCPA.

“CCPA” means the California Consumer Privacy Act.

“Destinations” means the chosen destinations to which Users send User Data, such as User’s databases or its accounts with third-party applications or services.

“Documentation” means the end user technical documentation provided with the Service, as may be modified from time to time.

“GDPR” means the General Data Protection Regulation (Regulation (EU) 2016/679).

“Kyuda,” “We,” and “Us” refer to Kyuda, Inc., a Delaware corporation, as well as our affiliates, directors, subsidiaries, contractors, licensors, officers, agents, and employees.

"Privacy Policy” means the Kyuda Privacy Statement, available at https://www.kyuda.io/privacy), as may be updated from time to time by Kyuda.

“Sensitive Personal Information" means any of the following: (i) credit, debit or other payment card data subject to the Payment Card Industry Data Security Standards (“PCI DSS”); (ii) patient, medical or other protected health information regulated by the Health Insurance Portability and Accountability Act (“HIPAA”); (iii) any information deemed to be “special categories of data” of an EU resident (prior to May 25, 2018, as such term is defined in EU Data Protection Directive 95/46/EC; and on and after May 25, 2018, as defined in the GDPR; or (iv) any other personal or sensitive information subject to regulation or protection under the Gramm-Leach-Bliley Act, Children’s Online Privacy Protection Act or other Applicable Laws.

“Service” refers to the applications, software, products, and services provided by Kyuda, including the Paid Service and any portions of the Service offered to you free of charge.

“Sources” means selected sources from which Users collect User Data, including User’s own or third-party websites or properties.

“User,” “You,” and “Your” refer to the individual person, company, or organization that has visited or is using the Website or Service.

“User Data” means any data that you submit to the Service, including data that you collect from User Properties or retrieve from other Sources through the Service, and including code that you submit through our various platform features and APIs.

“User Properties” means Sources owned or controlled by a User.

“Website” refers to Kyuda’s website located at https://www.kyuda.io, and all content, services, and products provided by Kyuda at or through the Website. It also refers to any Kyuda-owned subdomains of kyuda.io.

2. Your Account

2.1. Eligibility. The Service is offered and available only to individuals who are 18 years or older, or 13 years or older with parental consent, or the applicable age of majority in your country. By creating an Account and using or accessing the Service, you represent and warrant that you meet the above requirements.

2.2. Account. You are required to create an Account to use the Service through our apps. You represent and warrant that all information you provide to us is truthful and accurate and you will keep it up to date. You can update your information at any time by visiting Account Settings or emailing us at support@kyuda.io. You agree not to share your password with anyone else. You must notify us immediately of any unauthorized access to or use of your username or password, or any other suspected security breach.

2.3. Authority. When you agree to be bound by this Agreement (including by registering for, using, or otherwise accessing any portion of the Service, you agree and understand that the terms herein will apply to you, and any other entity on whose behalf you are acting (your “Organization”). If you accept this Agreement or any portion of the Service for the benefit of your Organization (a) you agree that your Organization will be bound by this Agreement and that all references herein to “you” or “User” shall include your Organization, and (b) you represent and warrant that you have authority to bind your Organization in this way.

3. Payments

3.1. Paid Service. You will have access to certain features and functionality in the Service for free. In addition, you may choose to subscribe to our Professional or Enterprise Services, where you’ll have access to the [additional, different and exclusive content and features] (collectively, the “Paid Service”).

3.2. Payment Method. When you sign up for our Paid Service, we will ask you to provide a payment method (your “Payment Method”). We may accept major credit cards, certain debit cards, third party payment processor accounts (e.g., Stripe or PayPal), and/or such other payment methods we may make available to you from time-to-time through our Service, as an acceptable Payment Method. You are responsible for keeping your Payment Method up to date and you authorize us to charge any new or updated Payment Method provided by you to Kyuda. We may pause or suspend your access to the Paid Service if we are not able to successfully charge your Payment Method. We are not responsible for fees or penalties charged to you by your bank, credit card company or issuer in connection with processing your payment.

3.3. Billing Authorization; Automatic Renewal. By signing up for Paid Service, you authorize Kyuda, or its designated payment processor, to automatically charge your payment method monthly (or otherwise in accordance with the terms of the subscription you purchased) for the applicable subscription charge, plus any applicable taxes, fees, duties and governmental assessments (except for taxes based on Kyuda’s net income). Your payment to us will automatically renew at the end of your applicable subscription period, unless you cancel your subscription before the end of that period. The parties may instead agree to invoiced billing, which shall be set forth in a separate writing or order agreed to by the parties.

PLEASE NOTE: Our designated payment processor may request that you provide certain personal data (e.g., a valid government issued ID, your legal name, address, and data of birth) for the purpose of making payment through its financial institutions and complying with any federal and state laws and regulations. They may also communicate directly with you regarding any issues with a payment.

3.4. Usage-Based Fees. Some Service features are billed based on your usage. A limited quantity of these Service features may be included in your subscription for a limited term without additional charge. If you choose to purchase additional quantities of such Service features beyond those included in your subscription, you agree to pay, and you authorize Kyuda to charge your Payment Method the applicable fees, for those additional Service features monthly in arrears based on your actual usage in the preceding month.

3.5. Trials. We may offer you a free trial of the Paid Service for a certain period of time. Trials are only available (in our sole discretion, and only on an “as available” basis) to new subscribers unless stated otherwise. We reserve the right to determine your eligibility for our Paid Service, including free trials, in our sole discretion. At the end of the trial period, your subscription for the Paid Service will be automatically renewed on a monthly basis. This means that we will automatically charge the applicable monthly fee to your credit card on file. If you do not want to be charged, you must cancel the Paid Service prior to the end of the trial period. We may revoke or modify your trial subscription at any time at our sole discretion.

3.6. Price changes. We reserve the right to change the price of our Paid Service from time to time at our sole discretion. We will notify you about any price changes in advance and, if applicable, how to accept those changes. Price changes for the Paid Service will take effect at the start of the next subscription period following the date of the price change. As permitted by local law, you accept the new price by continuing to use the Paid Service after the price change takes effect. If you do not wish to agree to the price changes, you have the right to reject the change by cancelling your Paid Service subscription prior to the next billing cycle. Please therefore make sure you read any such notification of price changes carefully.

3.7. Cancelling your Subscription. You may cancel your Paid Service subscription at any time by visiting your Billing Settings in Kyuda and clicking “Manage Subscription”. Your cancellation will be effective on the first day immediately following the end of the current billing cycle. You will continue to have access to the Paid Service until the end of your current billing cycle and then your Paid Service will automatically end.

3.8. No Refunds. All payments are non-refundable unless stated otherwise.

4. Acceptable Use

4.1. Compliance with Applicable Law

Your use of the Website and Service must not violate any Applicable Laws, including copyright or trademark laws, export control laws, or other laws in your jurisdiction. You are responsible for making sure that your use of the Service is in compliance with Applicable Law.

4.2. Content Restrictions

You agree that you will not under any circumstances upload, post, host, or transmit any User Data that:

  • is unlawful or promotes unlawful activities;
  • is or contains obscene, indecent, or pornographic content;
  • is libelous, defamatory, or fraudulent;
  • is abusive, harassing, violent, or threatening, [or otherwise objectionable];
  • is discriminatory or abusive toward any individual or group;
  • contains or installs any active malware or exploits, or uses our platform for exploit delivery (such as part of a command and control system);
  • infringes on any proprietary right of any party, including patent, trademark, trade secret, copyright, right of publicity, or other rights;
  • is misleading, deceptive or fraudulent, or falsely impersonate or misrepresent an affiliation with Kyuda or any third party; or
  • contain any unsolicited messages or spam, or any requests for personal information of any other user.

4.3. Conduct Restrictions

While using Kyuda, you agree that you will not under any circumstances:

  • harass, abuse, threaten, or incite violence towards any individual or group, including Kyuda employees, officers, and agents, or other Kyuda Users;
  • use our servers for any form of excessive automated bulk activity (for example, spamming), or relay any other form of unsolicited advertising or solicitation through our servers, such as get-rich-quick schemes;
  • attempt to disrupt or tamper with Kyuda’s servers in ways that could harm our Website or Service, to place undue burden on Kyuda’s servers through automated means, or to access Kyuda’s Service in ways that exceed your authorization;
  • impersonate any person or entity, including any of our employees or representatives, including through false association with Kyuda, or by fraudulently misrepresenting your identity or site’s purpose;
  • violate the privacy of any third party, such as by posting or transmitting another person’s Sensitive Personal Information without consent;
  • access or use the Service in any way that violates another person’s intellectual property rights or Applicable Laws;
  • modify or remove any copyright, trademark or other proprietary notice relating to the Service or the Website;
  • deactivate, delete or circumvent any technological, geographical or other restrictions on the Service applied by Kyuda;
  • reverse-engineer, disassemble, decipher or decompile the Service or any related software;
  • use bots, scrapers, crawlers, spiders, scripts or similar technology to monitor, collect or copy information from the Service;
  • introduce any virus, malware, trojan horse, worm, logic bomb or other malicious or harmful technology; or
  • attempt to do any of the foregoing.

4.4. Services Usage Limits

You agree not to reproduce, duplicate, copy, sell, resell, exploit archive, republish, redistribute, record, transfer, broadcast, publicly display or perform, modify or create derivative works of any portion of the Service, use of the Service, or access to the Service without Kyuda’s express written permission.

4.5. Privacy

Misuse of Sensitive Personal Information is prohibited. Any person, entity, or service collecting data from Kyuda must comply with the Privacy Policy, particularly in regards to the collection of “User Personal Information” (as defined in the Kyuda Privacy Statement). If you collect any User Personal Information from a Kyuda, User you agree that you will only use the User Personal Information for the purpose for which our User has authorized it. You agree that you will reasonably secure any User Personal Information you have gathered from Kyuda, and you will respond promptly and fairly to complaints, removal requests, “do not contact” requests or similar requests from Kyuda or Kyuda Users.

4.6. Excessive Bandwidth Use

If we determine your bandwidth usage to be significantly excessive in relation to other Kyuda Users or otherwise harmful to the Service, we reserve the right to block your access to the Service or throttle your file hosting until you can reduce your bandwidth consumption.

4.7. User Protection

You agree not to engage in activity that significantly harms our Users.

5. User Obligations

5.1. Storage and Processing of User Data

The Service acts as a central hub for User Data, allowing Users to collect User Data from Sources, and send the User Data to Destinations for User’s further use. The supported Sources and Destinations are identified in the Documentation. As further described below and in the Documentation, you maintain control over which Sources and Destinations you use with the Service, as well as the types and content of User Data you share between your Sources and Destinations. We may store certain User Data submitted from Sources to enable various features and functionality of the Service, including for “replay” and re-sending of User Data to Destinations at User’s direction. You acknowledge that User Data transmitted through the Service may be stored and processed by Kyuda in the United States or in other countries in which Kyuda or its subcontractors maintain facilities. You further acknowledge that Kyuda may, but shall not be required, to access and inspect User Data for any reason, including to assess compliance with this Agreement.

5.2. Data Collection

Subject to this Agreement and as further described in the Documentation, User may configure the User Data elements to be collected from Sources and shared with different Destinations. In some instances, as referenced in the Service dashboard and Documentation, enabling a third-party Source involves implementing the third-party provider’s own SDK or code on User Properties. As a result, in these cases, certain default data designated by that Source’s provider may be sent directly to User’s accounts with that Source, rather than passing through the Service.

5.3. Rights in User Data

User is solely responsible for the accuracy, content and legality of all User Data and agrees to comply with all Applicable Laws in its use of the Service. User represents and warrants to Kyuda that User has all necessary rights, consents and permissions to collect, share and use User Data as contemplated in this Agreement (including granting Kyuda the rights in Section 8.2 (User Data), without violation or infringement of (i) any third party intellectual property, publicity, privacy or other rights, (ii) any Applicable Laws, or (iii) any terms of service, privacy policies or other agreement governing the User Properties or User’s accounts with third-party Sources or Destinations. By enabling use of the Service with any Source or Destination, User authorizes Kyuda to access User Data with such Source or Destination for the purposes described in this Agreement. Kyuda may also disclose that User is a User of Kyuda and related technical Service data to providers of third-party Sources and Destinations used by User with the Service.

5.4. No Sensitive Personal Information

User specifically agrees not to use the Service to collect, store, process or transmit any Sensitive Personal Information. User acknowledges that Kyuda is not a Business Associate or subcontractor (as those terms are defined in HIPAA) or a payment card processor, and that Kyuda makes no representation (and you shall not rely on any presumption that) the Service is neither HIPAA nor PCI DSS compliant. Kyuda shall have no liability under this Agreement for Sensitive Personal Information, notwithstanding anything to the contrary herein.

5.5. Indemnification by User

User shall indemnify, defend and hold harmless Kyuda from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with (i) your use of and access to the Service; (ii) your violation of any term of this Agreement; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right or any third party agreement; or (iv) any User Data or information in your Account. As used in this Section 5.5, “you” shall include anyone accessing the Service using your password. This indemnification obligation is subject to User receiving (i) prompt written notice of such claim (but in any event notice in sufficient time for User to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defense, or settlement of such claim; and (iii) all necessary cooperation of Kyuda at User’s expense.

Notwithstanding the foregoing paragraph, if you are a resident of New Jersey, you only agree to indemnify, defend and hold harmless Kyuda from and against any third-party claims, liabilities, damages, losses, and expenses, including without limitation reasonable legal and accounting fees, arising out of or in any way connected with your violation of this Agreement.

If you are a California resident, you waive California Civil Code Section 1542, which provides:

“A general release does not extend to claims which the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

If you are not a California resident, you waive your rights under any statute or common law principle similar to Section 1542 that governs your rights in the jurisdiction of your residence.

6. Kyuda Processing of User Data

6.1. Kyuda Acts as a Service Provider/Processor

Kyuda will act as a “Service Provider,” as such term is defined in the CCPA, and a “Processor,” as such term is defined in the GDPR, with respect to the User Data under this Agreement and will not retain, use, disclose, or otherwise process such User Data in a manner inconsistent with its role as a Service Provider or Processor.

6.2. Data Protection Addendum

The additional terms and conditions set forth in Kyuda’s Data Protection Addendum are made a part hereof and shall apply to this Agreement.

7. Copyright Infringement and DMCA Policy

If you believe that content on our Website or available on or through the Services infringes on your copyright, or the copyright of any person on whose behalf you are authorized to act, please send a notice to support@kyuda.io (Subject line: “DMCA Takedown Request”). You may also contact us by mail at: Kyuda, Attention: DMCA Takedown Request, 36 Palm Avenue, San Francisco, CA 94118. To be effective, the notice must be in writing and contain the following information:

  • an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
  • a description of the copyrighted work or other intellectual property that you claim has been infringed;
  • a description of where the material that you claim is infringing is located on the Service, with enough detail that we may find it on the Service;
  • your address, telephone number, and email address;
  • a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;
  • a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

If you submit a notice of infringement that knowingly materially misrepresents that any information, or communication on the Website or Services is infringing upon a copyright, you may be held liable for damages and attorneys’ fees.

Kyuda reserves the right to terminate Accounts of repeat infringers.

8. Intellectual Property

8.1. Kyuda’s Rights to Content

Kyuda and our licensors, vendors, agents, and/or our content providers retain ownership of all intellectual property rights of any kind related to the Website and Service. We reserve all rights that are not expressly granted to you under this Agreement or by law. The look and feel of the Website and Service is copyright of Kyuda. All rights reserved. You may not duplicate, copy, or reuse any portion of the HTML/CSS, Javascript, or visual design elements or concepts without express written permission from Kyuda. Subject to your compliance with this Agreement, Kyuda grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to use and access the Service during the term of this Agreement solely as set forth in the Documentation.

8.2. User Data: Ownership

As between the parties, User shall retain all right, title and interest (including any and all intellectual property rights) in and to the User Data as provided to Kyuda.

8.3. User Data: Licenses

  • Where you have enabled your User Data to be viewed by other users of the Service (such as by changing your workflow visibility to make its code public), you agree that any software code inherent in the User Data (and any intellectual property in such User Data) is provided to and through the Kyuda Service, and to all users of the Kyuda Service (i.e., anyone who uses the Service, and not simply those from your organization), subject to the MIT License available here (the “MIT License”) provided however that the Service may provide a way for you to select and adopt a different license (such as through a “drop down” menu that we provide when you submit User Data), in which case that license you adopt, rather than the MIT License, will instead apply to the User Data you provide through the Service. (For avoidance of doubt, such license shall not supersede or replace any other part of the Terms of Service here.)
  • When you have not set your User Data to be viewed by other users of the Service (such as by changing your workflow visibility to make its code private), the foregoing rights and permissions do not apply.
  • As to any User Data submitted to the Service (and without limitation of the foregoing) User hereby grants to Kyuda a non-exclusive, worldwide, royalty-free right to use, copy, store, transmit, modify, create derivative works of and display the User Data solely to the extent necessary to provide the Service to User, e.g., to display and make available the User Data.

8.4. Feedback

If you choose to provide any comments, questions, suggestions or other feedback relating to any Kyuda product or service to Kyuda (in written or oral form) (“Feedback”), you represent and warrant that (a) you have the right to disclose the Feedback, (b) the Feedback does not violate the rights of any other person or entity, and © your Feedback does not contain the confidential or proprietary information of any third party or parties. By sending us any Feedback, you further (i) agree that we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (ii) acknowledge that we may have something similar to the Feedback already under consideration or in development, (iii) grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works from, publish, distribute and sublicense the Feedback, and (iv) irrevocably waive, and cause to be waived, against Kyuda and its users any claims and assertions of any moral rights contained in such Feedback. This Section 8.3 shall survive any termination of your Account or the Service.

All rights in this Section 8.4 are granted without the need for additional compensation of any sort to you.

8.5. Aggregated Anonymous Data

Notwithstanding anything to the contrary herein, User agrees that Kyuda may obtain and retain technical and other data about User’s use of and interactions with the Service (“Service Data”). Kyuda shall own and may use this Service Data for its internal business purposes, including to analyze, improve and develop its Services and understand how customers use and engage with its Services.

9. Communications with Kyuda

9.1. Electronic Communication Required

For contractual purposes, you (a) consent to receive communications from us in an electronic form or via the Service; and (b) agree that this Agreement and all other terms of service, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that those communications would satisfy if they were on paper. This Section 9.1 does not affect your non-waivable rights.

9.2. Legal Notice to Kyuda Must Be in Writing

Communications made through email or Kyuda Support’s messaging system will not constitute legal notice to Kyuda or any of its officers, employees, agents or representatives in any situation where notice to Kyuda is required by contract or any Applicable Law. Legal notice to Kyuda must be in writing and delivered to 36 Palm Avenue, San Francisco, CA 94118.

9.3. No Phone Support

Kyuda only offers support via email, in-Service communications, and electronic messages. We do not offer telephone support.

10. Disclaimer of Warranties

Kyuda PROVIDES THE WEBSITE AND THE SERVICE “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THIS, WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE WEBSITE AND THE SERVICE INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SECURITY, ACCURACY AND NON-INFRINGEMENT.

Kyuda DOES NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; THAT THE INFORMATION PROVIDED THROUGH THE SERVICE IS ACCURATE, RELIABLE OR CORRECT; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR DOWNLOADING AND/OR USE OF FILES, INFORMATION, CONTENT OR OTHER MATERIAL OBTAINED FROM THE SERVICE. WE ARE NOT RESPONSIBLE FOR ANY THIRD PARTY SOFTWARE, SERVICES, WEBSITES, LINKS OR APPLICATIONS WHICH ARE LINKED TO, REFERENCED IN OR INTEGRATED WITH THE SERVICE.

Kyuda agrees to use commercially reasonable technical and organizational measures designed to prevent unauthorized access, use, alteration or disclosure of the Service or User Data. However, Kyuda shall have no responsibility for errors in transmission, unauthorized third-party access or other causes beyond Kyuda’s control.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL Kyuda, BE LIABLE TO YOU OR TO ANY THIRD PERSON FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR OTHER INDIRECT DAMAGES, INCLUDING ANY LOST PROFITS, USE, GOOD WILL, OR DATA, ARISING FROM ANY OF THE FOLLOWING, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, WHETHER OR NOT Kyuda HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES, AND EVEN IF A REMEDY SET FORTH IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE:

  1. THE TRANSMISSION, USE, DISCLOSURE, OR DISPLAY OF USER DATA;

  2. OUR USE OF OR INABILITY TO USE THE SERVICE OR OTHER MATERIALS ON, ACCESSED THROUGH OR DOWNLOADED FROM THE SERVICE;

  3. ANY MODIFICATION, PRICE CHANGE, SUSPENSION OR DISCONTINUANCE OF THE SERVICE;

  4. THE SERVICE GENERALLY OR THE SOFTWARE OR SYSTEMS THAT MAKE THE SERVICE AVAILABLE;

  5. UNAUTHORIZED ACCESS TO OR ALTERATIONS OF YOUR TRANSMISSIONS OR DATA;

  6. STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE;

  7. ANY OTHER USER INTERACTIONS THAT YOU INPUT OR RECEIVE THROUGH YOUR USE OF THE SERVICE; OR

  8. ANY OTHER MATTER RELATING TO THE SERVICE.

Kyuda SHALL HAVE NO LIABILITY FOR ANY FAILURE OR DELAY DUE TO MATTERS BEYOND Kyuda’S REASONABLE CONTROL. Kyuda SHALL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (1) THE AMOUNT YOU HAVE PAID TO US IN ACCORDANCE WITH THESE TERMS IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT A CLAIM OR (2) $100. THE LIMITATIONS AND DISCLAIMERS IN THESE TERMS DO NOT PURPORT TO LIMIT LIABILITY OR ALTER RIGHTS THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHICH MEANS THAT SOME OF THE ABOVE DISCLAIMERS AND LIMITATIONS MAY NOT APPLY TO YOU. IN THESE JURISDICTIONS, Kyuda’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE MUST BE COMMENCED WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES OR THE CAUSE OF ACTION WILL BE PERMANENTLY BARRED. NOTWITHSTANDING THE FOREGOING, THIS STATUTE OF LIMITATIONS SHALL NOT APPLY TO RESIDENTS OF NEW JERSEY.

THE LIMITATION OF LIABILITY DESCRIBED ABOVE SHALL APPLY FULLY TO RESIDENTS OF NEW JERSEY.

12. Release and Indemnification

If you have a dispute with one or more Users, you agree to release Kyuda 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.

You agree to indemnify, defend, and hold Kyuda harmless from and against any and all claims, liabilities, and expenses, including attorneys’ fees, arising out of your use of the Website and the Service, including but not limited to your violation of this Agreement, provided that Kyuda (1) promptly gives you written notice of the claim, demand, suit or proceeding; (2) gives you sole control of the defense and settlement of the claim, demand, suit or proceeding (provided that you may not settle any claim, demand, suit or proceeding unless the settlement unconditionally releases Kyuda of all liability); and (3) provides to you all reasonable assistance, at your expense. Further, you understand that Kyuda is not responsible for (and you will not allege that Kyuda has liability for) acts performed by or content posted or made available by any third party or user of the Service.

13. Changes to this Agreement and the Service

We reserve the right, at our sole discretion, to amend this Agreement at any time and will update the Agreement in the event of any such amendments. We will notify our Users of material changes to this Agreement by posting a notice on our Website and/or by sending a notice to the email address associated with your Account. if your primary email address changes, you can change your email address in Kyuda in your Account Settings. Your continued use of or access to the Website or the Service constitutes your acceptance of our revisions of this Agreement. If you do not wish to be bound by the revised Agreement, you must stop using and accessing the Service immediately and delete your account.

We reserve the right, in our sole discretion, at any time and from time to time to modify or discontinue the Website or the Service (whether temporarily or permanently, and whether in full or in part) without notice or liability to you; provided, however that if we discontinue the Paid Service permanently prior to the end of your prepaid subscription, we will provide a refund for any prepaid fees applicable to the time period after the effective date of discontinuation.

14. Termination

You may terminate your Account at any time and for any reason by sending an email to [__]. Kyuda reserves the right to pause, suspend or terminate your access to or use of the Service, or any part thereof, or to close your Account, at any time in our sole discretion without notice to you, including without limitation if we determine you have violated this Agreement.

15. Miscellaneous

15.1. Governing Law

Except to the extent Applicable Law provides otherwise, this Agreement between you and Kyuda and any access to or use of the Website or the Service are governed by the federal laws of the United States of America and the laws of the State of California, without regard to conflict of law provisions. You and Kyuda agree to submit to the exclusive jurisdiction and venue of the courts located in the City and County of San Francisco, California.

15.2. Assignment

This Agreement may not be assigned by you without Kyuda’s prior written consent, but are freely assignable by Kyuda. Subject to the foregoing restriction, this Agreement will be binding on, inure to, and enforceable against the parties and their respective successors and assigns.

15.3. Section Headings

The section headings used herein are for convenience only and are not legally binding.

15.4. Severability, No Waiver, and Survival

If any part of this Agreement is held invalid or unenforceable, that portion of the Agreement will be construed to reflect the parties’ original intent. The remaining portions will remain in full force and effect. The failure of Kyuda to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision, and no waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. You agree that the provisions of this Agreement that by their nature should survive termination will survive any termination hereof.

15.5. Amendments; Complete Agreement

These Terms of Service, together with the Kyuda Privacy Statement, represent the complete and exclusive statement of the agreement between you and us. This Agreement supersedes any proposal or prior agreement oral or written, and any other communications between you and Kyuda relating to the subject matter of these terms. Notwithstanding the foregoing, this Agreement supplements, but does not replace, the terms of any preexisting confidentiality agreement between the parties. In the event of a conflict between the terms of this Agreement and those of such preexisting confidentiality agreement, the terms of this confidentiality provision shall control.

15.6. Questions

Questions about these Terms of Service? Email us at support@kyuda.io.