Customer Agreement

This Customer Agreement (the “Agreement”) is between Koombea, Inc., a Delaware corporation (“Koombea” or “we”) and the organization agreeing to these terms (“Customer”, “you”, “your”). This Agreement governs your use of Koombea’s Saasler software (“Service”).

By clicking “I Agree,” or using the Service, you agree to this Agreement and you are also agreeing to this Agreement on behalf of that organization. You represent that you have the authority to bind your organization to this Agreement. If you do not agree to these terms, do not use the Service.

You are responsible for use of the Service by and your authorized users (“Team Members”). Anywhere this Agreement imposes an obligation on you, that obligation includes the obligation to ensure compliance by your Team Members.

1.     Use of Service and Customer Obligations.

·       You agree to (i) use the Service in compliance with this Agreement, the Koombea Terms of Service, and applicable law, and (ii) maintain the confidentiality of all usernames and passwords associated with your account. You agree to promptly notify Koombea of any unauthorized use of or access to the Service.

·       You may not

o   sell, resell, or lease the Service;

o   use the Service for illegal or dangerous activities;

o   reverse engineer the Service;

o   use the Service with data or a Site that you do not have authority to access;

o   use or attempt to use an account other than yours;

o   disrupt or interfere with the security of, or otherwise abuse, the site, or any servers or networks connected to the site;

o   attempt to obtain unauthorized access to the site;

o   systematically harvest data from the site, or programmatically register accounts on the site.

·       You agree to promptly update any account or payment information that may change during the term of this Agreement.

2.     Privacy

·       Use of the Service is subject to the privacy policy contained in the Koombea Terms of Use and this Agreement.

·       You are responsible for ensuring that you comply with applicable privacy policy laws and best practices. In particular, you are responsible for ensuring your privacy policy advises visitors to your website about how you will be sharing data about their interactions with the Service with third parties.

·       If we are involved in a merger, acquisition or asset sale, your content and account information may be transferred. We will provide notice to you, via the email address that you provide to us, before your content and account information becomes subject to a different privacy policy.

3.     Suspension

·       We may suspend or terminate your account if you violate this Agreement or use the Service in a manner that we reasonably believe will cause Koombea liability. We will notify you of the reason for the suspension and if there are things you must do before access is reinstated.

·       We may also suspend use of the Service if there is a security emergency (e.g., use that causes disruption to Service or infrastructure, unauthorized third-party use or interference) or technical problem that interferes with your use of the Services. We will use commercially reasonable efforts to notify you of such incidents and efforts to resolve the interruption in Service.

4.     Intellectual Property Rights.

·       Except as expressly provided, this Agreement does not

o   grant Koombea any Intellectual Property Rights in your data; or

o   grant you any Intellectual Property Rights in the Service or Koombea trademarks and brand features.

“Intellectual Property Rights” means current and future worldwide rights under patent, copyright, trade secret, trademark, moral rights, and other similar rights.

·       You retain ownership of your content. By posting, uploading, or sharing your content, you (i) represent that you have authority to use your content in the manner contemplated by the Service and this Agreement, and (ii) you grant Koombea a non-exclusive, perpetual, sub-licensable, royalty-free, worldwide license to access, use, modify, reproduce, and display your content. This license continues when you delete the material or your account is deactivated or cancelled. This license permits us to perform the services that you registered for, but it does not permit us to sell your content to advertisers or any other third party, nor does it transfer the copyright to us.

·       Provided you have paid all fees required hereunder and are in compliance with these terms, to the extent necessary to use the Service, Koombea hereby grants you and your Team Members a limited, revocable, non-exclusive, non-transferable license to access and use the Service. The Service and its features and benefits are not transferable, whether by operation of law or otherwise, without prior written permission from Koombea.

·       When you deactivate or cancel your account, your content may be deleted, and may no longer be available if you later choose to reactivate your account.

·       All Koombea content, the selection, compilation, arrangement and presentation of all materials, and the overall design of the site are copyright Koombea, and are protected by US and international laws. Use of our content without our express prior written permission is strictly prohibited.

·       Koombea, Saasler and associated logos are trademarks or registered trademarks of Koombea in the United States and other foreign countries. You may not otherwise use our trademarks without our express written permission.

·       All feedback, comments, or suggestions you provide become property of Koombea. We may use those items without any obligation to you.

·       We may include your name and a link to your website in a list of Koombea customers, on the Koombea website, or in our promotional materials.

5.     Fees & Payment.

·       You agree to pay, and you authorize Koombea to charge your selected payment method, for all applicable fees. Fees are non-refundable except as required by law. You are responsible for providing complete and accurate billing and contact information to Koombea. We may suspend or terminate your account if fees are past due.

·       Koombea may change rates for the Service from time to time by delivering notice to you. Revised rates are effective upon your next renewal.

·       You are responsible for all taxes. We will charge tax when required to do so. If you are required to withhold any taxes, you must provide us with appropriate documentation.

·       All payments for paid subscriptions are handled by a third-party service provider, Stripe or via wire transfer, and are subject to that provider’s terms. Any information you provide to that third party will be maintained in accordance with its policies, and not ours. We will not have access to or store your personal payment information.

6.     Term & Termination.

·       The term of this Agreement is one year. This Agreement will automatically renew, and your authorized payment method will be charged automatically, unless you notify us in writing at least 30 days before the end of the term that you do not wish to renew your account. Each renewal is for one year.

·       Upon termination:

o   the rights granted by Koombea to you and your Team Members cease, and

o   we may delete any data stored in your account.

·       We will notify you of any revisions to this Agreement at least 60 days prior to the effective date of those revisions. If you renew the Service after revisions become effective, you agree to be bound by the revised Agreement for the subsequent term. If you do not agree to the revised terms, you must timely notify Koombea that you do not wish to renew.

·       We may modify or discontinue the Service at any time. You acknowledge that there is no guarantee that the Service or any portion of it will continue to operate or be available for any period of time. If we discontinue the Service, you will receive a pro-rata refund of any prepaid fees.

7.     Indemnification.

You agree to indemnify, defend, and hold harmless Koombea, its officers, directors, employees, members, partners, agents, and suppliers, and their respective affiliates, officers, directors, employees, members, shareholders, partners, and agents, from any and all claims and expenses, including attorneys’ fees, arising out of your use of the Service, including but not limited to, your violation of this Agreement. We may, at our sole discretion, assume the exclusive defense and control of any matter subject to indemnification by you. The assumption of such defense or control by Koombea, however, does not excuse any of your indemnity obligations.

8.     Disclaimers and Limitation of Liability

·       DISCLAIMER OF WARRANTIES. We strive to prevent interruptions to the Service and be good stewards of your data. However, the site and our services are provided on an “AS IS” and “as available” basis. We disclaim all warranties of any kind, whether express or implied, including without limitation any warranty of merchantability, fitness for a particular purpose, or non-infringement. We do not make any warranty that the site or our services will meet your requirements, or that the services will be uninterrupted, timely, secure, or error free, or that defects, if any, will be corrected. You understand that you download from or otherwise obtain content or services through the site at your own discretion and risk.

·       LIMITATION ON INDIRECT LIABILITY. To the extent permitted under applicable law, under no circumstances — including, without limitation, negligence — shall we be liable for any direct, indirect, incidental, special or consequential damages, resulting from (i) the use or the inability to use the site; (ii) the cost of procurement of substitute goods and services; (iii) unauthorized access to or alteration of your transmissions or data; (iv) loss of profits, use, data or other intangibles, even if we have been advised of the possibility of such damages.

·       LIMITATION ON AMOUNT OF LIABILITY. To the fullest extent permitted by law, Koombea’s aggregate liability to Customer under this Agreement will not exceed the amount paid by customer to Koombea under this Agreement during the twelve months prior to the event giving rise to liability.

·       LIMITATION ON TIME TO FILE CLAIMS. Any claim arising out of this Agreement or your use of the Service must be commenced within one year of when the cause of action accrued. Claims not brought in that time are barred.

9.     Miscellaneous.

·       Any claim arising out of your use of the Service must be brought in the courts located within San Francisco County, California. You herby submit to the personal and exclusive jurisdiction of those courts.

·       This Agreement is the entire agreement between us with respect to its subject matter and supersedes any prior or contemporaneous agreements, written or oral.

·       The agreement is governed by California law except for its conflicts of laws principles.

·       Notices must be sent via first class mail or overnight delivery and are deemed given when received. Notices to Customer may also be sent to the applicable account email address and are deemed given when sent. Notices to Koombea must be sent to 2250 NW 114th Ave Unit 1L COL5242, Miami FL 33192.

·       A waiver of any breach is not a waiver of any subsequent breach. A waiver is not effective unless pursuant to a writing signed by Koombea expressly waiving compliance.

·       You may not transfer this Agreement, voluntarily or by operation of law, without the written consent of Koombea. Koombea may not assign this Agreement without providing notice to Customer. Any other attempt to transfer or assign is void.

·       Koombea and Customer are not legal partners or agents, but are independent contractors.

·       Except for payment obligations, neither Koombea nor Customer will be liable for inadequate performance to the extent caused by a condition that was beyond the party’s reasonable control (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance).

·       There are no third-party beneficiaries to this Agreement. Team Members are not beneficiaries of the terms of this Agreement.