Welcome to https://www.kylas.io/. These Terms of Service contain the terms and conditions that govern all use of our Platform (as defined below) and Services (as defined below) and all content, services and/or products available on or through the Platform (collectively, the “Kylas Services”).
PLEASE READ THESE TERMS CAREFULLY. BY REGISTERING FOR, ACCESSING, BROWSING, AND/OR OTHERWISE USING THE KYLAS SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, DO NOT ACCESS, BROWSE OR OTHERWISE USE THE PLATFORM OR THE KYLAS SERVICES.
Supplier may, in its sole discretion, elect to suspend or terminate access to, or use of the Kylas Services to anyone who violates these Terms.
If you register for a free plan or free trial of the Kylas Services, the applicable provisions of these Terms will govern that free plan or free trial.
The original language of these Terms is English. Supplier may make available translations for convenience. In case of conflicts between the original English version and any translation, the English version shall prevail.
|Account||the primary means for accessing and using the Kylas Services, subject to payment of a Fee designated in the selected Plan;|
|Activity||Calls, Email, SMS, Appointments, Tasks, Events, Meetings and other Actions that can be associated with a Lead, Deal, Contact or Company;|
|Authorization||the set of rights and privileges on the Web Site assigned to a User by a Client;|
|Client||a natural or legal person who has accepted these Terms with the Supplier;|
|Client Data||Files and any other digital data and information, which is subjected to the Kylas Services or otherwise inserted to the System by the Client (including the specific Users, Products, persons, Organizations, Activities, Pipelines, Stages and Deals associated with the Client);|
|Content||any data and information available through Kylas Services or contained within the structure of the System, articles, documents, brochures, presentations, images, audio, Video works, presentations, PDFs, other informational materials and any comments;|
|Deal||a Client’s ongoing, lost or won sales to a Company or Contact;|
|Fee||regular payment for using the activated Account;|
|Files||documents of any kind (images, spreadsheets, presentations, text files, PDFs, etc.) that are inserted to the System by the Client, and usually associated with a particular Deal, Contact or Company;|
|Free Trial||temporary access for the purposes of trying out the Web Site and Kylas Services in accordance with any selected Plan without paying a Fee;|
|Free Plan||access for the purposes of using the Web Site and Kylas Services in accordance with any Free Plan without paying a Fee;|
|Guidelines||additional guidelines or rules applicable to specific features, applications, products, or services which may be posted from time to time on the Platform or otherwise made available on or through the Kylas Services;|
|Company||legal persons (such as companies) and other entities with which that Client is doing business with or making Deals;|
|K2V2 Technologies Private Limited||K2V2 Technologies Private Limited, established under the Company Act India, having its principal place of business at 4th Floor, Sr. No. 9, H.No:1/2 Near Ramada Plaza, above Maruti Suzuki Suman Kirti Cars Pvt. Ltd, Mahalunge, Pune, Maharashtra – 411045, India, and registered in India as per Company act 2013|
|Kylas Materials||the visual interfaces, graphics, design, systems, methods, information, computer code, software, services, “look and feel”, organization, compilation of the content, code, data, and all other elements of the Kylas Services;|
|Kylas Services||the Web Site, System, Content, Platform and all content, services and/or products available on or through the Platform;|
|Pipeline||the process of making a Deal, which consists of several Stages;|
|Plan||various criteria related to the use and functionality of the Kylas Services and on which the Fee is based;|
|Platform||the Kylas sales customer relationship management application;|
|Products||the products or services that a Client is offering to persons and Organizations;|
|Reseller||third party entity that (i) purchases Kylas Services from Supplier and resells such Kylas Services to Clients, (ii) bills such Clients directly and (iii) provides such Clients with customer service;|
|Special Terms||any particulars, specifications and conditions by which the parties have agreed to deviate from these Terms;|
|Stage||the status of a Deal at a certain point in time;|
|Supplier||Kylas & K2V2 Technologies Private Limited; and collectively, the “Suppliers”;|
|System||the integrated cloud computing solution for providing the Kylas Services, including applications, software, hardware, database, interfaces, associated media, documentation, updates, new releases and other components or materials provided therewith;|
|User||a natural person granted with the Authorization to use the Account on behalf of a Client;|
|Web Site||the compilation of all web documents (including images, webpages and html files) made available via www.kylas.io or its sub domains or domains with identical names under other top domains and owned by Supplier.|
|Billing Cycle||a duration cycle for which billing is done in one go, as indicated under the billing section or in the Order Form;|
|Force Majeure||an act of war, hostility, sabotage, act of God, electrical, internet, or telecommunication outage, cyber-attacks, government or regulatory restrictions (including the denial or cancellation of any export or other license), or any other event outside the reasonable control of the obligated Party;|
|Planned Downtime||the period during which the Services may be shut down for planned maintenance of the Platform. To the extent possible and reasonable, such downtime will be scheduled during non-business hours for majority of our customers such as weekends and public holidays and at least 24 (twenty-four) hours’ prior notice will be provided;|
|Sensitive Information||passwords, financial information such as bank account or credit card or debit card or other payment instrument details, Social Security numbers, passport numbers, driver’s license numbers, Aadhar numbers or similar identifiers, information pertaining to racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, physical, physiological or mental health condition or information, medical records and history, sexual orientation, genetic data, biometric information, or other employment, financial or health information, including any information subject to regulations, laws or industry standards designed to protect data privacy and security, such as the Health Insurance Portability and Accountability Act and the Payment Card Industry Data Security Standards;|
|Start Date||the date of commencement of the Kylas Service;|
|Subscription Fees||the fees payable for the Kylas Service;|
Authority to Enter into These Terms with Supplier The use of the Kylas Services is subject to acceptance of these Terms. To accept these Terms for itself or on behalf of a Client, a person must have the legal capacity to do so. In the case of an individual, the individual must be at least 18 years of age or have valid authorization from his/her legal representative or custodian. In the case of a legal entity, the entity must be duly incorporated and in good standing.
The Terms are accepted as soon as one of the following occurs first: a. the person has received the confirmation of the creation of the Account and necessary credentials from Supplier in order to log in to his/her/its Account; or b. for those Kylas Services and parts of the Web Site the use of which is not dependent on creating an Account, upon the moment of gaining access to such services.
You may not, without Supplier’s prior written consent, access the Kylas Services
Once accepted, these Terms remain effective until terminated as provided for herein.
Modifications to Terms Supplier reserves the right, at its sole discretion, to change, modify, add, or remove portions of the Terms at any time by posting such changes on or through the Platform or the Kylas Services. Please check these Terms periodically for changes. Your continued use of the Kylas Services after such changes have been posted as provided above constitutes your binding acceptance of such changes. Such amended Terms will automatically be effective upon the earlier of
Our Responsibilities Provision of Kylas Services Supplier will
Protection of Client Data
Supplier will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Client Data, as described in the Guidelines. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Client Data by Supplier personnel except
Hosting services in India and in the US (Privacy Shield certified).
Amazon Web Services
File storage and backup services in India and the US (Privacy Shield certified).
Service provider for the Smart Email BCC feature. Based in the US (Privacy Shield certified).
Service provider for sales support conversations, qualifying as a processor for Client Data if you provide Client Data in conversations with our customer support specialists. Based in the US (Privacy Shield certified).
Service provider for the Caller feature. Based in the US (Privacy Shield certified).
Service provider for the Live Chat feature. Registered in England and Wales.
Service provider for client support conversations, support tickets. Based in the US & GDPR Compliant.
3.1. Establishing an Account
Certain features, functions, parts or elements of the Kylas Services can be used or accessed only by holders of an Account. The person who wishes to create an Account must:
Each Client may have only one Account. If several persons need to use an Account on behalf of Client, Client must designate such persons as Users. Each such User shall be subject to the restrictions set forth in these Terms.
If Client has designated Users and granted them Authorization, such Users will be deemed to be authorized to act on behalf of Client when using the Account. Supplier is not responsible for and shall have no liability for verifying the validity of Authorization of any User. However, Supplier may, in its discretion, request additional information or proof of the person’s credentials. If Supplier is not certain if a User has been granted Authorization, Supplier may, in its sole discretion, prevent such User from accessing the Kylas Services.
A User may be associated with multiple Clients and Accounts. Deleting a User from one Account will not remove the User from the Platform if he/she is connected to multiple Accounts.
The Client and any User associated with an Account must provide Supplier with true, accurate, current, and complete information about the Client, Users or Account and keep it up to date.
3.2. Logging Into an Account
Supplier shall provide Client with a username and password or phone number & OTP (“Login Credentials”) to be used to log in to its Account unless the Client uses the single sign-on feature or another service to log in. These Login Credentials must not be used by multiple persons. If Client has designated several Users, each User will be provided with separate Login Credentials. Client and each User are responsible for keeping confidential all login credentials associated with an Account. Client must promptly notify Supplier:
3.3 Logging Into an Account Termination of Account
Client may terminate these Terms at any time as provided in Section ‘Termination of These Terms’
Supplier shall permanently delete the Account within six months of the effective date of the termination.
The use of an Account is subject to a Fee. Upon sign-up for an Account, the Client must select a Plan. Different rates apply to different Plans. The applicable Fee is charged in advance on monthly or annual payment intervals, unless agreed otherwise between parties. All Fees are non-refundable, i.e. there are no refunds or credits for periods where the Client did not use an activated Account, used it only partially, or deactivated the Account or terminated these Terms during an ongoing payment interval. If, after signing up, Client elects to upgrade to a more expensive Plan, the unused portion of any prepaid Fees shall be applied to the Fee of the more expensive Plan. Any fee associated with Consulting Services will be captured in the relevant Order Form or Plan. For Consulting Services performed on-site, you will reimburse us for all costs and expenses incurred in connection with rendering the Services.
All Fees are exclusive of all taxes, levies or duties applicable under any applicable law, unless stated otherwise stated herein. Client is solely responsible for the payment of such taxes, levies or duties. Changing Plans Any Client has the right to upgrade or downgrade a current Plan at any time by selecting a new Plan among the collection of Plans determined by the Supplier. In such an event, the Client’s credit card on file with the Supplier will automatically be charged with a Fee for the next payment interval with the rate stipulated in the new Plan.
Downgrading of the current Plan may cause the loss of features or capacity of the Account, as well as the loss of Client Data. Free Trial A new Client may be entitled to a Free Trial, unless the Client has applied for the Account as a result of an ongoing marketing campaign organized by the Supplier in co-operation with its partners. The Client is not required to provide any credit card information during the period of Free Trial. If the period of Free Trial has expired, the Account will be automatically deactivated. In order to prevent deactivation or to reactivate the Account, the Client is required to select a suitable Plan and pay the first Fee. If the Client does not pay the first Fee within 2 weeks as of the expiry of the Free Trial, Supplier has the right to permanently delete the Account, including all Client Data therein.
In addition to the current collection of Plans, Supplier may offer special discounts and motivation schemes (for example finder’s fees, etc.).
The following provisions are applicable only if you purchase access to the Kylas Services directly from Supplier. If you purchase access to the Kylas Services through a Reseller, the payment terms are set forth in the agreement with your Reseller.
3.6. Payment Card Authorization
Supplier may seek pre-authorization of Client’s payment card account prior to your purchase of Kylas Services in order to verify that the card is valid and has the necessary funds or credit available to cover your purchase. You authorize such payment card account to pay any amounts described herein, and authorize Supplier to charge all sums described in these Terms to such card account. You agree to provide Supplier updated information regarding your payment card account upon Supplier’s request and any time the information earlier provided is no longer valid.
3.7. Direct Debit Payments
In some markets Supplier may, if Client elects, request that Client complete a direct debit mandate to enable direct debit payments. In such cases Supplier shall comply with all applicable national rules and regulations related to direct debit payments.
3.8. Electronic Invoice
If Supplier has not sought pre-authorization of your payment card, then before the end of each payment interval, Client will be issued an electronic invoice for payment of the Fee of the next payment interval. Client must pay the invoice by the due date indicated on the invoice.
3.9. Overage Charges
Upon delay with any payments, Supplier may require the Client to pay interest on the delay (penalty for late payment) for the period as of the time the payment obligation falls due until conforming performance is rendered. The interest rate of penalty for late payment due shall be 1% per month. Upon calculation of the penalty for late payment, one year shall be deemed to contain 365 calendar days.
3.10. Client data
Uploading Client Data to Platform If the Client uploads Client Data to the Platform, such Client Data and any processing of such Client Data must be in compliance with these Terms and applicable law. All rights, title and interest in and to the Client Data belong to the Client or third persons (including Users, persons and Organizations) whether posted and/or uploaded by you or made available on or through the Kylas Services by Supplier. By uploading Client Data to the Platform, Client authorizes Supplier to process the Client Data. The Client is responsible for ensuring that:
3.11. No Guarantee of Accuracy
Supplier does not guarantee any accuracy with respect to any information contained in any Client Data, and strongly recommends that you think carefully about what you transmit, submit or post to or through the Kylas Services. You understand that all information contained in Client Data is the sole responsibility of the person from whom such Client Data originated. This means that Client, and not Supplier, is entirely responsible for all Client Data that is uploaded, posted, transmitted, or otherwise made available through the Kylas Services, as well as for any actions taken by the Suppliers or other Clients or Users as a result of such Client Data.
3.12. Unlawful Client Data
Supplier is not obliged to pre-screen, monitor or filter any Client Data or acts of its processing by the Client in order to discover any unlawful nature therein. However, if such unlawful Client Data or the action of its unlawful processing is discovered or brought to the attention of Supplier or if there is reason to believe that certain Client Data is unlawful, Supplier has the right to:
If Supplier is presented convincing evidence that the Client Data is not unlawful, Supplier may, at its sole discretion, restore such Client Data, which was removed from the Web Site or Account or access to which was restricted.
In addition, in the event Supplier believes in its sole discretion Client Data violates applicable laws, rules or regulations or these Terms, Supplier may (but has no obligation), to remove such Client Data at any time with or without notice.
Without limiting the generality of the preceding sentence, Supplier will remove Client Data from the Platform upon receipt of a compliant takedown notice.
3.13. Compelled Disclosure
Supplier may disclose a Client’s confidential information to the extent compelled by law to do so. In such instance, Supplier will use commercially reasonable efforts to provide Client with prior notice of the compelled disclosure (to the extent legally permitted) and Client shall provide reasonable assistance, at its cost, if Client wishes to contest the disclosure. If Supplier is compelled by law to disclose Client’s confidential information as part of a civil proceeding to which Supplier is a party, and Client is not contesting the disclosure, Client will reimburse Supplier for its reasonable cost of compiling and providing secure access to that confidential information.
Use of the Kylas Services Subject to these Terms, and the payment of the applicable service Fee, Supplier grants Client and its authorized users a non-exclusive, non-transferable, non-sub-licensable license to use the Kylas Services to:
If Supplier determines Client usage of the Services to be outside of the permitted and intended use as outlined herein, or bandwidth usage of the Service or any features to be significantly excessive in relation to other Users, Supplier reserves the right to suspend respective Client Account, (or part thereof) until Client assures Supplier that Client shall refrain from further abuse of the Services.
3.15. Technical Support
Supplier shall provide reasonable technical support to Client and its authorized User at the reasonable request of the Client. Supplier shall respond to enquiries of support from a Client utilizing the contacts set forth below as soon as reasonably possible. Responding to enquiries of Clients and Users who have accepted these Terms but do not have an Account may be less expedient, or may not occur at all.
The contacts for all enquiries of support are:
Notwithstanding the foregoing, if you purchased access to the Kylas Services from a Reseller, then first-line technical support will be provided by the Reseller and not by the Supplier.
3.16. Modifications to Service
Supplier reserves the right to modify the Kylas Services or any part or element thereof from time to time without prior notice, including, without limitation:
As applicable, Client may be notified of such modifications when logging in to the Account. Modifications, including change in applicable rates for the Kylas Services, will become effective thirty (30) days before the effective date of such modification.
If the Client does not accept the modification, the Client shall notify Supplier or Reseller (if Client purchased access to the Kylas Services from a Reseller) before the effective date of the modification, and these Terms will terminate on the effective date of the modification. The Client’s continued use of the Kylas Services, or any part or element thereof, after the effective date of a modification shall indicate its consent to the modifications. Supplier shall not be liable to the Client or to any third person for any modification, suspension or discontinuance of the Kylas Services, or any part or element thereof.
3.17. Restrictions Prohibited Activities
Client and its authorized Users may use the Kylas Services and any part or element thereof only in the scope, with the means and for purposes as identified in these Terms and applicable law. By way of example, neither the Client nor any User may:
3.18. Certain Uses Require Supplier Consent
The Client or any User may not, without Supplier’s prior express written consent (e-mail, fax, Skype, etc.):
3.20. Intellectual Property Rights
Kylas’ Intellectual Property Rights in the Kylas Services The Kylas Services, Kylas Materials, Kylas trade names and trademarks, and any parts or elements thereof are solely and exclusively owned and operated by Supplier and its third party vendors and hosting partners. Kylas Materials are protected by copyright, trade dress, patent, trade secrets, and trademark laws, international conventions and treaties, and all other relevant intellectual property and proprietary rights laws. Supplier, its affiliates and licensors retains all right, title and interest in such Kylas Services, Kylas Materials, Kylas trade names and trademarks, and any parts or elements. Your use of the Kylas Services and Kylas Materials, and any parts or elements does not grant to you any ownership right or intellectual property rights therein. Any commercial or promotional distribution, publishing or exploitation of the Kylas Materials is strictly prohibited unless you have received the express prior written permission from Supplier or the otherwise applicable rights holder. Supplier reserves all rights to the Kylas Services, Kylas Materials and Kylas trade names and trademarks not expressly granted in the Terms.
3.21. Content Owned by Kylas
Subject to these Terms and the payment of the applicable service Fee, Supplier grants Client and its authorized users a non-exclusive, non-transferable, non-sub-licensable license to download a single copy of any part of the Content solely for your personal, non-commercial use if you retain all copyright and proprietary notices that are contained in such part of the Content. You expressly acknowledge that you do not acquire any ownership rights by downloading any copyrighted material from or through the Platform or the Kylas Services. You shall not copy, distribute or publish any Content or any information obtained or derived therefrom except as permitted on or through the Kylas Services or as otherwise permitted by applicable law.
3.22. Client Data
If Client or a User provides Suppliers with any comments, bug reports, feedback, or modifications for the Kylas Services (“Feedback”), Supplier shall have the right to use such Feedback at its discretion, including, but not limited to the incorporation of such suggested changes into the Kylas Services.
Client or User (as applicable) hereby grants Supplier a perpetual, irrevocable, nonexclusive, royalty free license under all rights necessary to incorporate, publish, reproduce, distribute, modify, adapt, prepare derivative works of, publicly display, publicly perform, exploit and use your Feedback for any purpose. Supplier shall have the right to modify or remove any Feedback provided in the public areas of the Web Site if the Supplier deems, at its discretion, harmful, offensive, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, invasive of another’s privacy, hateful or otherwise unlawful.
3.24. Third-Party Sites, Products and Services
The Kylas Services may include links to other websites or services (“Linked Sites”) solely as a convenience to Clients. Unless otherwise specifically and explicitly indicated, Supplier does not endorse any such Linked Sites or the information, material, products, or services contained on or accessible through Linked Sites. Furthermore, Supplier makes no express or implied warranties with regard to the information, material, products, or services that are contained on or accessible through Linked Sites. ACCESS AND USE OF LINKED SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON LINKED SITES OR AVAILABLE THROUGH LINKED SITES, IS SOLELY AT YOUR OWN RISK.
Any content referred to as community provided is provided by third parties and not developed or maintained by Kylas. By using any community marked code or libraries in your software development, you acknowledge and agree that Kylas is not in any way responsible for the performance or damages caused by such community provided code or library.
4. Disclaimers; No Warranty
UNLESS OTHERWISE EXPRESSLY STATED BY SUPPLIER, THE KYLAS SERVICES, KYLAS MATERIAL, AND ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE KYLAS SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, SUPPLIER AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, CORRECTNESS, ACCURACY, AND RELIABILITY.
UNLESS OTHERWISE EXPRESSLY STATED BY SUPPLIER, SUPPLIER AND ITS AFFILIATES DO NOT WARRANT THAT THE KYLAS SERVICES AND ANY CONTENT, CLIENT DATA SERVICES, OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE KYLAS SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE KYLAS SERVICES AND ANY CONTENT, CLIENT DATA, SERVICES, OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE KYLAS SERVICES OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
UNLESS OTHERWISE EXPRESSLY STATED BY SUPPLIER, SUPPLIER AND ITS AFFILIATES DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PLATFORM, THE KYLAS SERVICES, KYLAS MATERIAL OR ANY LINKED SITES, IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
THE LAWS OF CERTAIN COUNTRIES AND STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
You agree to defend, indemnify and hold harmless Supplier and its affiliates, and their respective directors, officers, employees and agents, from any claims, losses, damages, liabilities, including attorney’s fees, arising out of your use or misuse of the Kylas Services, Kylas Materials, representations made to the Supplier, its affiliates and/or third parties, violation of these Terms, violation of the rights of any other person or entity, or any breach of the foregoing representations, warranties, and covenants. Supplier reserves the right, at its own expense, to assume the exclusive defence and control of any matter for which you are required to indemnify Supplier, and you agree to cooperate with such defence of these claims.
6. Limitation of Liability
Supplier shall not be liable to the Client or User for any consequences resulting from:
In addition, Supplier and its affiliates shall not be liable to the Client for any claim by any User, person, Organization or third persons against the Client arising out of the Client’s failure to:
THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT CLIENT’S PAYMENT OBLIGATIONS UNDER THE “PAYMENT” SECTION ABOVE.
7. Exclusion of Consequential and Related Damages
IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE.
THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
8. Termination of These Terms
These Terms may be terminated for convenience in the following situations;
9. Effect of Termination
Upon termination of these Terms,
If Supplier terminates these Terms as a result of an uncured breach by a Client or User, Supplier is entitled to use the same or similar remedies against any other persons who use the Kylas Services in conflict with these Terms. Notwithstanding the foregoing, Supplier may also apply any other remedies available to it under the applicable law. Upon application of any remedies, the Client or User may lose Access or suffer a loss of certain features, functions, parts or elements of the Kylas Services.
If Supplier has reasonable grounds to believe that the Client’s or User’s use of the Kylas Services, including the Account may harm any third persons, Supplier has the right to take adequate measures under its control to prevent, stop and eliminate the harm, where possible, in order to protect those third persons.
The Supplier has the right to suspend access to all or any part of the Service, including removing Content, at any time for violation of this Agreement or to protect the integrity, operability, and security of the Service, effective immediately, with or without notice. Unless prohibited by law or legal process or to prevent imminent harm to the Service or any third party, Supplier typically provides notice in the form of a banner or email on or before such suspension. Supplier will, in its discretion and using good faith, tailor any suspension as needed to preserve the integrity, operability, and security of the Service.
11.1 For Customers in India
These Terms of Service shall be governed by and construed in accordance with the laws of India. Parties shall try to resolve any dispute arising out of or in relation to these Terms of Service by mutual discussions, failing which the same shall be submitted to arbitration under the provisions of the Arbitration and Conciliation Act, 1996 and the rules framed by the Arbitration and Conciliation Centre – Pune set up by the High Court of Maharashtra. The place of arbitration shall be Pune and the language of arbitration, English. Subject to the foregoing, the courts at Pune, India shall have exclusive jurisdiction.
11.2. For Customers in any jurisdiction other than India
These Terms of Service shall be governed by and construed in accordance with the laws of the State of New Jersey, United States of America, without reference to its conflict of law principles. The provisions of the U.N. Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act shall not apply to these Terms of Service. Parties shall try to resolve any dispute arising out of or in relation to these Terms of Service by mutual discussions. Failing settlement, Parties consent to the exclusive jurisdiction of the competent state and federal courts at New Jersey, United States of America.
12. General Provisions
Relationship of the Parties
The parties will act solely as independent contractors. These Terms shall not be construed as creating an agency, partnership, joint venture, fiduciary duty, or any other form of legal association between the Client and either Supplier, and the Client shall not represent to the contrary, whether expressly, by implication, appearance or otherwise. These Terms are not for the benefit of any third parties.
If any term, condition or provision of these Terms is held to be invalid, unenforceable or illegal in whole or in part for any reason, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties. The validity and enforceability of the remaining terms, conditions or provisions, or portions of them, shall not be affected.
14. Force Majeure
Neither Party shall be responsible for failure or delay in performance if caused by Force Majeure, except in respect of payment obligations hereunder. Each Party will use reasonable efforts to mitigate the effect of a Force Majeure event.
15. Entire Agreement
These Terms are the entire agreement between Client and Supplier regarding Client’s use of the Kylas Services and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Except as otherwise provided herein, no modification, amendment, or waiver of any provision of these Terms will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted.
Client may not, directly or indirectly, in whole or in part, by operation of law or otherwise, assign or transfer these Terms or delegate any of its rights and/or obligations under these Terms without Supplier’s prior written consent. Any attempted assignment, transfer or delegation without such prior written consent will be void and unenforceable. Notwithstanding the foregoing, the Client, or its permitted successive assignees or transferees, may assign or transfer these Terms or delegate any rights or obligations hereunder without consent:
17. No Waiver
Failure of either Party to exercise or enforce any provision of or any of its rights under these Terms shall not be deemed a waiver of future enforcement of that or any other provision or right.
Except as otherwise specified in these Terms, all notices related to these Terms will be in writing and will be effective upon
Billing-related notices to you will be addressed to the relevant billing contact designated by you. All other notices to you will be addressed to the relevant Services system administrator designated by you.
19. Contact Information
You can contact us at email@example.com Last update: July 20, 2020