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Terms of Use

Revised: 1 Aug. 2023

1. Definitions

“Access Information”: your user name, password, and other login information, API keys, or other secrets that provide access to your account or the Service.

“Application”: a software or web application configured to use the Service.

"Content": all data, information, and content, including but not limited to data files, written text, computer software, music, audio files, or other sounds, photographs, videos, or other images, that are created, derived from, uploaded for transmission, or accessible via use of the Service, or otherwise made available by or to End Users.

“End User”: a user of an Application.

"Personal Data": any information about an individual from which that person can be identified, or data that could reasonably be linked to them, as defined in the Privacy Policy.

2. Your Agreement with Kanalo

2.1. This agreement (the "Terms") is made between you or the entity you represent (“you” or “your”) and Kanalo Inc. ("Kanalo", "we", "us", or "our"). You represent to us that you are lawfully able to enter into contracts. If you are entering into these Terms on behalf of a corporate entity, you warrant and represent that you have legal authority to enter into these Terms on behalf of the entity that you represent and in doing so will bind the entity you represent.

2.2. Your access to and use of the service (the "Service") described and made available at (the “Site”) is governed by these Terms.

2.3. You must agree to the Terms in order to use the Service. You understand and agree that Kanalo will treat your use of the Service as acceptance of the Terms.

2.4. Kanalo may make changes to the Terms from time to time. When these changes are made, Kanalo will make a new copy of the Terms available on the Site. You understand and agree that if you use the Service after the date on which the Terms have changed, Kanalo will treat your use as acceptance of the updated Terms.

3. Use of the Service

3.1. You will ensure that all information you provide to us, when you register to use the Service or in communications with us, is accurate, complete, and not misleading.

3.2. You are wholly responsible for the security of your Access Information, and for any use of your account. Kanalo is not liable for any loss or damage arising from lost Access Information or from unauthorized use of Access Information.

3.3. Your use of the Service must comply with all applicable laws, regulations and ordinances, including any laws regarding the export of data or software.

3.4. You agree to comply with Kanalo’s Acceptable Use Policy available at (the "Acceptable Use Policy"). Noncompliance with the Acceptable Use Policy will be considered a breach of these Terms.

3.5. You acknowledge that Kanalo will collect and process Personal Data in connection with the use of the Service in accordance with these Terms and the privacy policy for the Service available at (the "Privacy Policy").

4. Data Protection

4.1. Each party will comply with all applicable laws and regulations relating to the processing of personal data, to the extent applicable.

4.2. You will provide clear and comprehensible written instructions to Kanalo for the processing of Personal Data to be carried out under these Terms;

4.3. For the purposes of these Terms, if and to the extent that Kanalo processes any Personal Data on your behalf when performing your obligations, you shall be the data controller and Kanalo shall be a data processor.

4.4. To the extent that any Content includes Personal Data, this may also be processed under these Terms, solely for the purpose of us providing the Service to you.

4.5. You will protect the Personal Data of End Users by providing legally adequate privacy notice and protection to, and obtaining necessary consents from, End Users, in accordance with applicable law and the Privacy Policy.

4.6. You will indemnify on demand, defend, and hold Kanalo harmless against all loss, liability, damages, costs, fees, claims, and expenses which you may incur or suffer by reason of any breach of this Section 4 by you.

5. Payment and Fees

5.1. You will pay us the fees listed (“Subscription Fees”), on the dates specified, per your subscription agreement with us. Current standard pricing can be viewed here. All payments are non-refundable, and will be made via the method of payment and currency designated by us. Unless otherwise specified, fees are based on monthly periods (a “subscription period”), beginning on the first day of each month. Kanalo reserves the right to suspend or terminate your subscription and access to and use of the Service in the event of a delay in payment. Any outstanding balance will become immediately due and payable upon termination of your subscription agreement for any reason.

5.2. The details of your subscription, including fees due, will be provided on the Site. In the event of an error in a charge or your billing statement, you must contact us with details on the error within ninety (90) days from the date the error first appeared on the Site so that we can investigate. If you do not inform us of the error within that time, you release us from all liability and claims of loss resulting from the error and we will not be required to correct the error or issue a refund.

5.3. You are responsible for any applicable sales, value-added, use, and similar taxes, and all customs and import duties, and similar levies and impositions (“Taxes”) payable with respect to your purchase of a Kanalo subscription, or otherwise arising out of or in connection with these Terms, other than those based upon Kanalo’s personal property ownership or net income. Unless otherwise specified, all fees, rates, and estimates exclude Taxes.

5.4. Use of the Service beyond the limits of your subscription will incur overage charges. Charges are solely based on our measurements of your use of the Service. Overage charges will be included in the bill for the subscription period following the one in which the overage occurred, or as a separate bill at the end of a subscription period if the subscription has been cancelled or is not renewed.

5.4. We will notify you in advance of any change to our fees and payment policies. Changes to the fees or payment policies will be posted on the Site.

5.5. You may not develop multiple Applications to simulate or act as a single Application or otherwise access the Service in a manner intended to avoid incurring fees.

6. Content

6.1. You understand that all Content is your sole responsibility and the responsibility of the person from which such Content originated.

6.2. Kanalo reserves the right to screen, review, flag, filter, modify, refuse or remove any or all Content from the Service. You agree to immediately take down any Content that violates the Acceptable Use Policy, including pursuant to a takedown request from Kanalo. In the event that you elect not to comply with a request from Kanalo to take down certain Content, Kanalo reserves the right to suspend or terminate your use of the Service.

6.3 You will provide information or other materials related to Content or your Applications as reasonably requested by us to verify your compliance with these Terms. You will cooperate with us to identify the source of any problem with the Service that we reasonably believe may be attributable to Content you transmit or your Applications.

6.4. In the event that you become aware of any violation of the Acceptable Use Policy by an End User, you shall immediately terminate such End User's access to and use of the Service. Kanalo reserves the right to suspend or terminate your use of the Service in response to a violation or suspected violation of the Acceptable Use Policy by an End User.

6.5. You agree that you are solely responsible for (and that Kanalo has no responsibility to you or to any third party for) your Applications and any Content, and for your use of the Service (including any loss or damage which Kanalo may suffer as a result). You waive and release any claims you may have against Kanalo arising or resulting from use or misuse of Content or your inability to effectively use Content, or for any act, omission, or conduct of any other user.

7. Proprietary Rights and Licenses

7.1. Kanalo retains all legal right, title and interest in and to the Service and in any software made available by Kanalo as part of the Service or to access the Service ("Software"), including all associated intellectual property rights.

7.2. Kanalo grants you a worldwide, royalty-free, non-sublicensable, non-transferable, non-assignable, and non-exclusive license to use the Software for the sole purpose of enabling you to use and enjoy the benefit of the Service as provided by Kanalo, in the manner permitted by the Terms.

7.3. Open source software licenses for Software or components of the Service released under an open source license (“OSS”) constitute separate written agreements. To the limited extent that the open source software licenses expressly supersede these Terms, the open source licenses govern your agreement with Kanalo for the use of OSS.

7.4. You may not (and you may not permit anyone else to): (a) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or Service, or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by Kanalo, in writing; (b) attempt to disable or circumvent any security mechanisms used by the Service, Software or any Application.

7.5. Nothing in the Terms gives you a right to use any of Kanalo's trade names, trade marks, service marks, logos, domain names, and other distinctive brand features.

7.6. Except as provided below, Kanalo acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any Content or Applications that you create, submit, post, transmit or display on, or through, the Service, including all associated intellectual property rights. You agree that you are responsible for protecting and enforcing those rights and that Kanalo has no obligation to do so on your behalf. By submitting, posting or displaying Content on or through the Service you give Kanalo a worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such Content for the sole purpose of enabling Kanalo to provide you with the Service. Furthermore, by creating an Application, you give Kanalo a worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such Application for the sole purpose of enabling Kanalo to provide you with the Service.

7.7. You agree that Kanalo, in its sole discretion, may use your trade names, trademarks, service marks, logos, domain names and other distinctive brand features in presentations, marketing materials, customer lists, financial reports and web site listings (including links to your website) for the purpose of advertising or publicizing your use of the Service.

8. Modification and Termination of the Service and Software

8.1. You acknowledge and agree that we may from time to time modify or discontinue access to, temporarily or permanently, any part, feature, or functionality of the Service without prior notice to you. Kanalo will not be liable for any such change, or any settings and/or Content that is lost as a result of such change.

8.2. Kanalo may in its sole discretion cease providing all or any part of the Service immediately without any notice at any time and for any reason.

8.3. You may discontinue your use of the Service at any time, without refund. Deactivating your account may require payment of cancellation charges.

8.4. Kanalo may, at any time, terminate your account or use of the Service if (a) you have breached any provision of the Terms or have acted in manner that clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms; or (b) Kanalo is required to do so by law; or (c) the Service relies on data or services provided by a third party partner and the relationship with such partner (i) has expired or been terminated or (ii) requires Kanalo to change the way Kanalo provides the data or services through the Service; or (d) providing the Service could create a substantial economic burden as determined by Kanalo in its reasonable good faith judgment; or (e) providing the Service could create a security risk or material technical burden as determined by Kanalo in its reasonable good faith judgment.

8.5. Kanalo’s Software may automatically download and install updates on your computer or device. Updates may be required for your continued use of the Service. You agree to receive and install such updates subject to these Terms unless other terms accompany the updates. If so, those other terms will apply. We are not obligated to make any updates available and do not guarantee that we will support the version of the Software that you are currently using.

9. Disclaimer of Warranties, Limitation of Liability and Indemnification

9.1. You understand and agree that the Service is provided "as is".

9.2. Kanalo makes no express warranties and disclaims all implied warranties regarding the Service including implied warranties of satisfactory quality, merchantability, fitness for a particular purpose, and non-infringement. We make no warranty that: (a) the Service will meet your requirements or needs; and (b) your use of the Service will be uninterrupted, timely, secure or error free.

9.3. You understand and agree that you are solely responsible for securing and backing up your Application and any Content. Because transmissions over the internet are never completely secure or reliable, you agree that Kanalo has no responsibility or liability for the inherent risks in transmitting Content over the internet using the Service.

9.4. You understand and agree that Kanalo shall not be liable to you under or in connection with this agreement and whether in contract, tort, for breach of statutory duty or otherwise, for any indirect, incidental, special consequential or exemplary damages, loss of profit, any loss of goodwill or business reputation, any loss of data suffered, cost of procurement of substitute goods or services, or other intangible loss, which may be incurred by you, however caused and under any theory of liability. These limitations apply whether or not Kanalo has been advised of or should have been aware of the possibility of any such losses arising.

9.5. Notwithstanding any other provision of these Terms, our total aggregate liability for any claims under these Terms, whether in contract, tort (including negligence), for breach of statutory duty or otherwise, shall in no event exceed the amount of Subscription Fees paid by you to Kanalo for use of the Service in the six months immediately preceding the date on which the liability first arose.

9.6. You agree to hold harmless and indemnify Kanalo, and its subsidiaries, affiliates, officers, directors, agents, employees, advertisers, licensors, suppliers or partners, from and against any third party claim arising from or in any way related to: (a) your breach of the Terms; (b) your use of the Service; (c) your violation of applicable laws, rules or regulations in connection with the Service; (d) your Content or your Application, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature. In such a case, Kanalo will provide you with written notice of such claim, suit or action.

10. General Provisions

10.1. The Terms constitute the whole legal agreement between you and Kanalo and govern your use of the Service (but excluding any services which Kanalo may provide to you under a separate written agreement), and completely supersede any prior agreements between you and Kanalo in relation to the Service.

10.2. These Terms do not extend any rights to any third party. Nothing in these Terms creates an agency, partnership or joint venture between Kanalo and any user or other person or entity.

10.3. You agree that Kanalo may provide you with notices, including those regarding changes to the Terms, by email, mail, or postings on the Site.

10.4. You agree that if Kanalo does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Kanalo has the benefit of under any applicable law), this will not be taken to be a formal waiver of Kanalo's rights and that those rights or remedies will still be available to Kanalo.

10.5. Kanalo shall not be liable for failing or delaying performance of its obligations under these Terms resulting from any condition beyond our reasonable control, including but not limited to, acts or orders of government, acts of terrorism, war, earthquake, flood or other elements of nature, acts of God, labor conditions, embargoes, power outages, and utilities or other telecommunications failures.

10.6. If any provision or part-provision of these Terms is found to be or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Section shall not affect the validity and enforceability of the rest of the terms.

10.7. The Terms, and your relationship with Kanalo under the Terms, shall be governed by the laws of the State of Washington. You and Kanalo agree to submit to the exclusive jurisdiction of the courts of the State of Washington to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that Kanalo will be entitled to seek injunctive relief (in addition to any other available remedies) in any jurisdiction.