1. Services and Support
- Kalendar commits to providing the Service with commercially reasonable efforts. During registration, you will select an administrative username and password. Kalendar reserves the right to refuse or cancel any registration deemed inappropriate.
- Kalendar will offer reasonable technical support for the Service as detailed in Exhibit C, which is incorporated by reference into these Terms.
2. Restrictions and Responsibilities
- You agree not to reverse engineer, decompile, or disassemble the Service or its underlying technologies. The creation of derivative works from the Service is prohibited unless expressly authorized by Kalendar. The Service must not be used for timesharing, service bureau purposes, or for the benefit of a third party without Kalendar's consent.
- The Service, including any related software, must not be exported or re-exported in violation of U.S. export laws. The Service is deemed "commercial computer software" as per U.S. regulations, and its use by the U.S. Government is subject to the terms of this Agreement.
- You will use the Service only in compliance with Kalendar's published policies and applicable laws. You are responsible for any violations and agree to indemnify Kalendar against any liabilities arising from such violations.
- You are responsible for securing the necessary equipment and services to access the Service and for maintaining the security of your equipment and account.
3. Confidentiality; Proprietary Rights
- Both parties agree to protect each other's Proprietary Information, which includes non-public business, technical, and financial information. This obligation lasts for five years post-disclosure, except for information that becomes public, is independently developed, or is required to be disclosed by law.
- You retain rights to data you provide to Kalendar for service provision ("Customer Engagement Data"), while Kalendar retains rights to the Service, any improvements, and related intellectual property.
- Kalendar may use data related to the Service's performance to improve its offerings, with such data disclosed only in aggregate or de-identified form.
- Kalendar agrees to confidentiality regarding any businesses, customers, and related parties managed through its services.
4. Confidentiality; Proprietary Rights
- You agree to pay the fees specified in the Order Form. Excess usage will incur additional fees. Kalendar reserves the right to amend fees with prior notice.
- Payments are due 30 days from the invoice date. Late payments may incur finance charges. Unpaid amounts may result in Service termination.
5. Term and Termination
- This Agreement lasts for the term specified in the Order Form unless terminated earlier according to these Terms.
- Either party may terminate the Agreement for material breaches with 30 days' notice. Kalendar will provide access to your data for 30 days post-termination.
- Specific termination conditions related to AI bans, business closures, acquisitions, and catastrophic events are outlined, allowing for immediate contract termination.
6. Warranty and Disclaimer
Kalendar will maintain the Service to industry standards but does not guarantee uninterrupted or error-free operation. Except as expressly stated, the Service is provided "as is," and Kalendar disclaims all other warranties.
Kalendar will defend you against infringement claims related to the Service, provided you promptly notify Kalendar of such claims and cooperate in the defense.
8. Limitation of Liability
Kalendar's liability for any claims related to the Agreement is limited to the fees paid by you in the 12 months preceding the claim, with no liability for indirect or consequential damages.
These Terms represent the entire agreement between you and Kalendar. They are governed by New York State laws. Notices must be in writing and are considered given upon receipt.
This Agreement is subject to change, with continued use of the Service indicating acceptance of new Terms.
For inquiries or concerns regarding these Terms, please contact Kalendar at [email protected]