Terms and Conditions
Terms and Conditions
IMPORTANT: THIS SUBSCRIPTION AGREEMENT CONSTITUTE THE LEGAL AGREEMENT WE HAVE WITH YOU WHICH APPLIES TO YOUR ACQUISATION OF LICENSE FROM KLEEN REPORT TECHNOLOGIES, LLC (THE "PROVIDER") AND YOUR USE OF OUR SERVICES. IF YOU AGREE TO WHAT YOU READ BELOW, YOU SHOULD CLICK "YES" AT THE END OF THE AGREEMENT TO ACKNOWLEDGE THAT YOU HAVE AGREED. WE INTEND THIS TO BE THE LEGAL EQUIVALENT OF YOUR SIGNATURE ON A WRITTEN CONTRACT, AND EQUALLY BINDING. ONLY BY CLICKING “YES” WILL YOU BE PERMITTED TO ACCESS AND USE OUR SERVICES.
IF YOU ARE A REPRESENTATIVE OF AN ENTITY, YOU HEREBY REPRESENT AND WARRANT THAT (1) YOU ARE DULY AUTHORIZED TO ENTER INTO THIS AGREEMENT ON BEHALH OF THE ENTITY YOU REPRESENT (2) THE ENTITY YOU REPRESENT HAVE CORPORATE AUTHORITY OR OTHERWISE TO ENTER INTO THIS AGREEMENT AND SHALL PERFORM ITS OBLIGATIONS AS CONTAINED IN THIS AGREEMENT.
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control”, for purposes of this Agreement, means direct or indirect ownership or control of more than fifty percent (50%) of the voting interests of the subject entity.
“Customer” means the individual or entity entering into this Agreement to receive the Service from Provider.
“Customer Data” means all data submitted by the Customer or derived from Customer and/or its Users’ use of the Service.
“Documentation” means the online documentation for the Service, accessible via our website KleenReport app, as updated by Provider from time to time.
“Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.
“Service” means access to Provider’s software-as-a-service offering called KleenRport that enables Customers to manage cleaner, and client communication and work products via web and mobile device.
“Service Fees” means the fees (as specified in the Subscription Setup Page) payable by Customer to Provider for the right to receive access to the Service and/or premium Service packages.
“Service Package(s)” means the various categories of the Service (which will specify the number of permitted Users and/or other features) provided by Provider to Customers depending on the type of subscription that has been ordered by the Customer, which Service Tiers may be free or paid and which may be updated by Provider from time to time.
“Subscription Setup Page” means the online order form used by Customer to purchase a subscription to the Service.
“User” means any individual or entity who is authorized by Customer to use the Service, and who has been supplied a user account and password by Customer (or by Provider at Customer’s request) for the Service.
2. GRANT OF LIMITED LICENSE
Subject to the provisions of this Agreement and upon the Customer paying applicable fees, the Provider shall make the service available for the Customer and hereby grants to Customer and it's Affiliate a non-exclusive license to use the Software and Documentation (collectively, the "Software System"). This License is effective upon Customer's payment of subscription fee and shall remain effective throughout the subscription term or until this agreement is terminated by the Provider if the Customer or its Affiliate fails to comply with the terms of this agreement. Customer shall cause each Customer Affiliate to comply with the terms and conditions of this Agreement to the full extent as if such Affiliate were a party hereto, and any act or omission relating to this Agreement by such Customer Affiliate shall be deemed an act or omission of Customer. In addition, each party may use one or more Affiliates to perform its obligations under this Agreement, provided that such use shall not affect such party’s obligations hereunder and any act or omission by such Affiliate relating to this Agreement shall be deemed an act or omission of such party.
3. USE OF THE SERVICE
To use some of our service, you’ll need to register (one account per user), choose an account name, and set a password. Your account is not transferable or assignable and is void where prohibited. Our services are intended solely for users who are at least (13) years of age or older. Any registration by, use of, or access to our service by anyone under that age is unauthorized, unlicensed, and in violation of these Terms and Conditions. By using our services you represent and warrant that you are (13) years of age or older and agree to abide by all the terms and conditions of this Agreement.
When you complete the registration process, you will receive a password that will allow you to access our service. You agree to maintain the confidentiality of your password and are fully responsible for all liability and damages resulting from your failure to maintain that confidentiality and all activities that occur through the use of your password.
Customer agree to immediately notify the Provider of any unauthorized use of their password or any other breach of security. Provider shall not be liable for any loss or damage arising from Customer's failure to comply with password security as discussed herein.
3.2 Responsibilities of the Provider.
Provider shall; (i) make the service readily available for Customer's use twenty-four(24) hours a day, seven (7) days a week (except for planned and unplanned downtime) and shall employ adequate security measures to protect Customer's data; and (ii) provide basic support to Customer’s Users, at no additional charge.
Planned Downtime: These are times schedule by the Provider for software, website or service maintenance of which services may or may not be fully available for Customer's use. Such timing will be communicated to Customers prior to the scheduled time.
Unplanned Downtime: These are uncontrollable circumstances that may result to unavailability of our servcies (see Force Majeure section of this agreement).
3.3 Responsibilities of the Customer.
- Be solely responsible for any and all activities of a user that occur in their account;
- ensure total compliance of their employees, agents, and contractors to the provisions of this Agreement and all applicable local, state,federal and foreign laws and regulations while using the services; and
- use commercially reasonable efforts, including complying with all instructions provided by Provider, to prevent unauthorized access to, or use of, the Service, and notify Provider promptly of any such unauthorized access or use.
3.4 Usage Restrictions.
Customer shall not (and shall not allow any third party to):
- use vulgar, abusive or hateful language. we does not endorse the opinions of any user as they may appear through that user's submittedContent. You acknowledge that any submissions (e.g. questions, feedback) may be reproduced, published, transmitted and displayed by Kleen Reports Technologies in any manner
- use the service for any purpose that is prohibited by any law or regulation, or to facilitate the violation of any law or regulation;
- use or attempt to use any "deep-link," "scraper," "robot," "bot," "spider," "data mining," "computer code" or any other automated device, program, tool, algorithm, process or methodology or manual process having similar processes or functionality, to access, ac-quire, copy, or monitor any portion of the service or any data or content found on or accessed through the service without prior express written consent;
- obtain or attempt to obtain through any means any materials or information on the service that have not been intentionally made publicly available either by their public display on the website, software or through their accessibility by a visible link via the services;
- in any way bypass or circumvent any other measure employed to limit or prevent access to the services;
- violate the security of the software or services or attempt to gain unauthorized access to the services, data, materials, information, computer systems or networks connected to any server associated with this service, through hacking, password mining or any other means;or
- interfere or attempt to interfere with the proper working of the services or any activities conducted on or through the service, including accessing any data, content or other information prior to the time that it is intended to be available to the public.
Either party may reference the name of the other party as a customer or vendor and are permitted to use the logo of the other party in accordance with the other party’s standard guidelines.
4. SUBSCRIPTION FEES & PAYMENT
To have access to services that requires subscription, Customer shall pay the Provider the applicable fee for such service. Applicable fee for each service tier is specified on the Subscription Setup Page. All payments are to be made in United States dollars.
4.2 Invoicing & Payment.
Fees for each subscribed service tier will be invoiced monthly and due on delivery of the invoice unless otherwise stated in a Subscription Setup Page. Payment for the first month will be prorated in accordance with Customer’s date of purchase while subsequent payments will be billed on the first day of each calender month. Customers subscribed to paid service tiers are required to provide the Provider on file credit card information and hereby authorize the Provider to charge such credit card in accordance with their subscription tiers and any other applicable fees. Customer agrees and warrants that it is their sole responsibility to provide and maintain complete and accurate contact and billing information with the Provider.Provider reserves the right to cancel Customer’s Service Tier subscription if Provider is unable to successfully charge the payment method.
4.3 Overdue Payments and Late Payment charges.
Any payment not received from Customer by the due date may accrue (except with respect to charges then under reasonable and good faith dispute), at Provider’s discretion, late charges at the rate of 1.5% of the outstanding balance per month (19.57% per annum), or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.
All applicable fees paid by the Customer to the Provider excludes any direct or indirect local, state, provincial, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, goods and services, harmonized, use or withholding taxes (collectively, “Taxes”) unless stipulated at the time of such payment. All applicable taxes due to the Customer in relative to purchase of the services excluding excluding taxes based on Provider’s net income or property is the sole responsibility of the Customer.
Provider shall invoice and collect taxes from the Customer if legally obligated to do so unless Customer provides Provider with a valid tax exemption certificate authorized by the appropriate taxing authority.
4.5 Suspension of Service.
The Provider reserves the right to suspend services provided to the Customer without any liability to the Customer if Customer’s account is thirty (30) days or more overdue for payment (except with respect to charges then under reasonable and good faith dispute). Such suspension shall remain effective until such amounts are paid in full.
5. PROPRIETARY RIGHTS
5.1 Intellectual Property and Copyrights
All software, technology, documentations and content used in providing the Customer services are solely licensed property of the Provider or its content supplier, and is protected by United States and International copyright laws. All technical compilation (meaning the programming,collection, interface, assembly and arrangement) of all content used to render the services is the exclusive property of the Provider and are protected by United States and International copyright laws. The Provider hereby gives the Customer permission to use the technology,content, documentations and services made available to you. Any other use, including the modification, reproduction, transmission, distribution, and republication of our content, software, and technology is strictly prohibited.
5.2 Third Party Technologies.
Some of the technologies using in providing services to the Customer are owned by third party provider. Such third party technologies will be specified when applicable or necessary.Your usage right of such third party technology is governed by the terms of the third party technology license agreement not specified under the Agreement.
5.3 Customer Data.
As between Provider and Customer, Customer exclusively owns all rights, title and interest in and to all Customer Data. Customer Data is deemed Confidential Information under this Agreement. Provider shall not access Customer’s User accounts, including Customer Data, except to respond to service or technical problems or at Customer’s request or as necessary for the operation of the Service or billing. Customer hereby grants Provider a non-exclusive license for the Term (and for thirty (30) days thereafter) to use and otherwise exploit the Customer Data as reasonably required to provide the Service. Provider will have the right to create analytics, compile and freely use any data derived from Customer Data and/or data derived through use of the Service (“Derived Data”). For the avoidance of doubt, Derived Data does not include any raw Customer Data or Confidential Information of Customer, will not be used to identify Customer, and will be anonymized data which does not contain personal information. All right, title and interest in and to Derived Data will be owned by Provider.
6.1 Confidential Information
As used herein, “confidential information” shall mean any and all non-public proprietary information including, but not limited to; Customer Data, the Service, business and marketing plans, technology and technical information, product designs, business processes, technical and development strategies, marketing, financial, or business information, prospective introduced counter-parties, and trade secrets disclosed by the "Providing party" to the "Receiving Party".
Confidential information shall not include information that: (a) is or subsequently becomes publicly available without the Receiving Party's breach of any obligation owed to the Providing Party; (b) is already in the Receiving Party's possession free of any obligation of confidence when communicated to the Receiving Party by the Providing Party; (c) is rightfully received by the Receiving Party from a third party who is not in default of any confidentiality obligation regarding confidential information; or, (d) is developed by the Receiving Party independently of and without the aid, application or use of confidential information provided and without the services of any person who has or has had access to confidential information of the Providing Party.
6.3 Receiving Party Non-Disclosure Obligations
- Receiving Party at all times shall in strict confidence not disclose to any third party the confidential information of the Providing Party and will not use any confidential information provided for any purpose other than to evaluate or pursue a business relationship with the Providing Party. Access to confidential information of the Providing Party shall be available only to the Receiving Party’s employees or authorized representatives on a need- to-know basis and who are bound by confidentiality obligations substantially as strict as those contained herein. Notwithstanding the foregoing, Receiving Party shall not be in violation of this agreement with regard to a disclosure: (a) required to comply with the subpoena or order of court in having jurisdiction over the Receiving Party; (b) required by any United States law or regulation; or, (c) needed by Receiving Party to defend their prosecutor claim by or against the Providing Party or third person; provided however, that Receiving Party gives the Providing Party such prior written notice of any such purported requirement for disclosure as is practicable in the circumstances to permit the Providing Party to contest the disclosure and/or seek confidential treatment of such information.
- Receiving Party shall not cause or permit reproduction of any confidential information in any form or medium except as required to accomplish the intent of this agreement. Any reproduction of any confidential information of the Providing Party by the Receiving Party shall remain the property of the Providing Party, and shall contain any and all confidential or proprietary notices or legends which appear on the original, but shall be prominently marked as confidential information and the property of the Providing Party.
- The Receiving Party shall immediately notify the Providing Party upon discovery of any loss or unauthorized disclosure of the confidential information of the Providing Party or any other violation of the Providing Party’s rights that come to the Receiving Party’s attention.
7. DISCLAIMERS; LIMITATION OF LIABILITY
KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, PROVIDER DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PROVIDER DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. PROVIDER DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OF OR THE RESULT OF THE USE OF THE CONTENTS ON THE SERVICES IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.
TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, PROVIDER ASSUMES NO LIABILITY, WHETHER IN CONTRACT OR TORT, FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING (WITHOUT LIMITATION) DAMAGES FOR LOSS OF ANTICIPATED PROFITS OR REVENUE OR OTHER ECONOMIC LOSS IN CONNECTION WITH OR ARISING FROM ANY ACT OR OMISSION BY PROVIDER , ITS AGENTS, AFFILIATES, JOINT VENTURE PARTNERS, INDEPENDENT CONTRACTORS, OR UNAFFILIATED THIRD PARTIES AS A RESULT OF ANY ACT OR OMISSION IN FULFILLMENT OF OR IN BREACH OF THESE TERMS AND CONDITIONS. IN NO EVENT SHALL PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE GREATER OF $500 USD AND THE AMOUNTS ACTUALLY PAID BY AND DUE FROM CUSTOMER HEREUNDER IN THE TWELVE MONTHS PRECEDING THE INCIDENT GIVING RISE TO LIABILITY.
8.1 Indemnification by Provider
Provider, at its own expense, shall indemnify and hold harmless Customer, its subsidiaries, affiliates or assignees, and their directors, officers, employees and agents and defend any action brought against same with respect to any claim, demand, cause of action, debt or liability, including attorneys' fees, to the extent that it is based upon a claim that the Services used hereunder infringes or violates any patents, copyrights, trade secrets, licenses, or other property rights of any third party. Customer may, at its own expense, assist in such defense if it so chooses, provided that, as long as Provider can demonstrate sufficient financial resources, Provider shall control such defense and all negotiations relative to the settlement of any such claim. Customer shall promptly provide Provider with written notice of any claim which Customer believes falls within the scope of this paragraph. In the event that the Service or Software or any portion thereof is held to constitute an infringement and its use is enjoined, Provider shall have the obligation to, at its expense, (i) modify the infringing Software or Service without impairing in any material respect the functionality or performance, so that it is non-infringing, (ii) procure for Customer the right to continue to use the infringing Software or Service, or (iii) replace said Software or Service with equally suitable, non-infringing software. If none of the foregoing alternatives are available to Provider, Customer shall receive a repayment of all monies paid to Provider, and Provider shall accept return of the Software or Services at its expense, once Customer has arranged for the continuation of the functions performed thereby. Provider agrees to indemnify Customer for any liability or expense due to claims for personal injury or property damage (i) arising out o the furnishing or performance of the Software or the services provided hereunder or (ii) arising out of the fault or negligence of Provider.
The obligations in Sections 8.1 do not extend to (1) any IP Claim based upon infringement or alleged infringement of any patent, trademark, copyright or other intellectual property right by the combination of the Service furnished by Provider with other products, software or services not provided by Provider; (2) any IP Claim related to any Customer Data, or (3) any IP Claim related to any use or exercise of any other right in respect to the Service outside the scope of the rights granted in this Agreement.
8.4. Indemnification by the Customer
Subject to this Agreement, Customer shall defend, indemnify and hold Provider harmless against any loss, damage or costs (including reasonable attorneys’ fees) incurred in connection with: (i) Customer or User’s use of the Service; (ii) violation of this Agreement by Customer or User; (ii) violation of any rights of another or any applicable law or regulation by Customer or User; and (iii) any actions, lawsuits, or proceedings made or brought against Provider by a third party alleging that the Customer Data, or Customer’s use of the Service in violation of this Agreement, infringes the intellectual property rights of, or has otherwise harmed, a third party or has caused damage to a third party’s property (“Customer Claims”); provided, that Provider (a) promptly gives written notice of each Customer Claim to Customer; (b) gives Customer sole control of the defense and settlement of each Customer Claim (provided that Customer may not settle or defend any Customer Claim unless it unconditionally releases Provider of all liability); and (c) provides to Customer, at Customer’s cost, all reasonable assistance in respect to each Customer Claim.
Provider shall have a royalty-free, worldwide, transferable, sub licensable, irrevocable, perpetual, unrestricted license to use, incorporate into the Service, or otherwise exploit any suggestions, enhancement requests, recommendations or other feedback (“Feedback”) provided by Customer or its Users relating to the operation of the Service. For greater certainty, Provider shall have no obligation to modify the Service to implement any Feedback provided by Customer or its Users. Feedback provided to Provider must not be subject to any confidentiality obligations and must not be confidential or proprietary information belonging to Customer, User or any third party.
10. FORCE MAJEURE
Both parties will be free of liability to each other where either party is prevented from executing its obligations under this Agreement in whole or in part due to force majeure, such as acts of God, wars, terrorism, riots, embargoes, acts of civil or military authorities, fires, floods, accidents, or strikes, labour problems (other than those involving the employees of the affected party), computer, telecommunications, Internet service provider or hosting facility failures or delays involving hardware, software or power systems not within a party’s possession or any other unforeseen and uncontrollable event where the prevented party has communicated the circumstance of said event to the other party and taken any and all appropriate action to mitigate said event.
11. IRREPARABLE HARM
Both parties acknowledges their breach of this agreement will cause irreparable damage to the other party and agrees that such party shall be entitled to seek injunctive relief under this agreement, without having to post bond, and to seek such further equitable or legal relief as may be granted by a court of competent jurisdiction. The prevailing party in any action hereunder shall be entitled to recover all attorney’s fees, costs and expenses of litigation in prosecuting any such claim, including without limitation, travel expenses, witness fees, deposition costs and like expenses.
12. TERM OF AGREEMENT
This Agreement shall commence on the day subscription is purchased (effective date) and shall remain effective for an initial term of one (1) month or such other initial term set out in the Subscription Setup Page (such initial term referred to in this Agreement as the “Initial Term”). Thereafter, the term of the Agreement shall be automatically renewed monthly for additional terms equal in length to the Initial Term (any such subsequent renewal terms referred to in this Agreement as a “Renewal Term”), unless either party gives written notice of non-renewal to the other party at least thirty (30) days prior to the end of the Initial Term or any Renewal Term hereof. Collectively, the Initial Term and any subsequent Renewal Terms shall constitute the “Term”. Notice for cancellation must be in writing and sent to the Provider.
Provider may terminate this Agreement upon written notice to the Customer in the event that the Customer (i) breaches any provision hereof or uses the services in a manner that is beyond the scope of use permitted in this Agreement, or (ii) files a petition in bankruptcy or is adjudicated by a court of competent jurisdiction to be bankrupt or insolvent, or if a receiver is appointed over the Customer. Customer shall have the right to terminate this Agreement, with or without cause, upon giving thirty (30) days advanced written notice to the Provider.
Upon any termination hereof, all rights licensed to Customer as provided herein shall terminate. Termination shall not relieve Customer of the obligation to pay any fees accrued or payable to Provider prior to the effective date of termination
All notices and other communications given in connection with this Agreement shall be in writing and shall be deemed given as follows:
- A. When delivered personally to the recipient's address;
- B. Three days after being deposited in a mail, postage prepaid to the recipient's address, or
- When sent by fax or telex to the last fax or telex number of the recipient known to the party giving notice. Notice is effective upon receipt provided that a duplicate copy of the notice is promptly given by first-class or certified mail, or the recipient delivers a written confirmation of receipt.
Any party may change its address by giving notice of the change in accordance with this paragraph.
15. RELATIONSHIP OF THE PARTIES
This Agreement does not constitute and shall not be construed as constituting a partnership or joint venture or grant of a franchise between Provider and Customer. This Agreement shall not be construed as authority for either party to act for the other party in any agency or other capacity or to make commitments of any kind for the account of or on behalf of the other, except to the extent and for the purposes provided herein.
Neither party shall assign all or any portion of its obligations in this Agreement without the prior written consent of the other party which consent shall not be unreasonably withheld. The rights and obligations of the parties hereto shall inure to the benefit of, and be binding and enforceable upon, the respective successors and assigns of the parties.
17. RIGHTS CUMULATIVE
The rights and remedies provided by this Agreement are cumulative, and the exercise of any right or remedy by either party hereto (or by its successor), whether pursuant to this Agreement, to any other agreement, or to law, shall not preclude or waive its right to exercise any or all other rights and remedies.
No failure or neglect of either party hereto in any instance to exercise any right, power or privilege hereunder or under law shall constitute a waiver of any other right, power or privilege or of the same right, power or privilege in any other instance. All waivers by either party hereto must be contained in a written instrument signed by an officer of the party or other person duly authorized by the party.
19. SURVIVING PROVISIONS
The following provisions shall survive any termination or expiration of this Agreement: Sections 1, 2, 3, 4, 5, 6, 7, 8, 9, 11, 12, 13, 14, 15, 17, 18, 19, 20, 21 and 22.
If any provision of this Agreement or any Schedule attached hereto is held invalid or otherwise unenforceable, the enforceability of the remaining provisions of this Agreement and the Schedules will not be impaired thereby.
21. GOVERNING LAW; JURISDICTION; VENUE
This Agreement shall be governed by, and interpreted under, the laws of the State of [INPUT STATE] applicable to contracts made and to be performed therein, without giving effect to the principles of conflicts of law. Except in respect to an action commenced by a third party in another jurisdiction, the parties hereto hereby agree that any legal suit action, or proceeding arising out of or relating to this Agreement must be instituted in a federal or state court location in the [STATE/PROVINCE], and the parties hereto hereby irrevocably submit to the jurisdiction of any such court and waive any objection to the laying of venue in, or the inconvenience of, such forum.
22. ENTIRE AGREEMENT
This Agreement, including any other documents referenced herein, constitutes the entire agreement between the parties, and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. To the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any schedule, exhibit or addendum hereto, the terms of such schedule, exhibit or addendum shall prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order or in any other Customer order documentation shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.