Terms and conditions
KPI Board service enables people to track numbers and receive notifications from metric updates.
KPI Board provides its services subject to the terms and conditions contained in these Terms of Service (this "Agreement").
To become eligible to use KPI Board services under this Agreement, you must review and accept the terms of this Agreement.
Registration to the service is an acceptation of a service
"Customer" means the individual accepting the terms of this Agreement or the entity such individual represents, as applicable.
"Customer Data" means data and other information made available to KPI Board
through the use of the KPI Board Services under this Agreement, including call records, SMS records,
and SMS message content, Email content and email messages, social media content.
"End User" means an end user of a Customer Application.
"Rate Schedule" means the schedule of fees located at KPI Board.com/pricing, as such may be updated from time to time.
2. Services & Users
2.1 Provision of Services. KPI Board will make the KPI Board Services available to Customer in accordance with the SLA and, as applicable. Subject to the terms and conditions of this Agreement, KPI Board grants Customer a non-exclusive, revocable right to:
Use KPI Board Services to send notifications only to people that agree for a service within the Customer organization.
Use the KPI Board Properties solely in connection with and as necessary for Customer's activities hereunder.
2.2 Data Storage. Customer acknowledges that, unless expressly agreed otherwise in a writing signed by Customer and KPI Board, data storage is not guaranteed by KPI Board and agrees that KPI Board shall not have any liability whatsoever for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that Customer may incur with respect to the loss or deletion of Customer Data.
2.3Use of KPI Board Services. Customer will be solely responsible for all use (whether or not authorized) of the KPI Board Services under its account, including for the quality and integrity of Customer Data and each Customer Application. Customer will ensure that it has a written agreement with each End User ("End User Agreement") that enables KPI Board to use all Customer Data as necessary to provide the Services and that protects KPI Board's rights to the same extent as the terms of this Agreement. The End User Agreement must include terms concerning restrictions on use, protection of proprietary rights, disclaimer of warranties and limitations of liability. KPI Board agrees that, subject to the foregoing requirements, the End User Agreement need not specifically refer to KPI Board. Customer will promptly notify KPI Board if it becomes aware of any breach of the terms of the End User Agreement that may affect KPI Board. Customer will take all reasonable precautions to prevent unauthorized access to or use of the KPI Board
Services and notify KPI Board promptly of any such unauthorized access or use.
Except as expressly provided in Section 2.1 (Provision of Services), Customer will not transfer,
resell, lease, license or otherwise make available the KPI Board Services to third parties.
In any event according to KPI Board API, Customer will not offer the KPI Board Services on a standalone basis.
Customer will not use the KPI Board Services to access or allow access to Emergency Services.
Customer will ensure that the KPI Board Services provided hereunder are used in accordance with all applicable laws,
regulations and third party rights, as well as the terms of this Agreement.
Customer will ensure that KPI Board is entitled to use the Customer Data as needed to provide the KPI Board Services
and will not use the KPI Board Services in any manner that violates any data protection statute, regulation, order or similar law.
Except as allowed by applicable law, with respect to any software provided to Customer hereunder,
Customer will not reverse engineer, decompile, disassemble or otherwise create, attempt to create or derive, or permit or assist
any third party to create or derive the source code of such software.
All phone numbers, email account and social media channels used in KPI Board services are temporary and are property of KPI Board.
KPI Board reserves the right to revoke or replae any communication channel such as email or phone number from Customer's account.
Customer can use a service for free up to 5 active metrics per month.
The right to use free service can be revoke at any time. If customer decide to upgrade account to premium account,
monthly fee will be defined (according to pricing page). User will pay monthly fee in a subscription model
by connecting Paypal or Credit Card to the system. The service will be automatically renew in the end of each monthly
period. Customer will be able to cancel the service any time before the renewing period.
If customer cancel the service before the renewing date it will not be charged for next subscription period.
The services will be converted to Free version and all tasks will be suspended.
Unless otherwise stated in the Monthly Schedule, all applicable federal, state or local taxes and all use,
sales, commercial, gross receipts, privilege, surcharges, or other similar taxes, license fees and surcharges,
whether charged to or against KPI Board, will be payable by Customer. Customer will not withhold any taxes from any
amounts due to KPI Board.
Definition."Confidential Information" means any information or data, regardless of whether it is in tangible form,
disclosed by either party that is marked or otherwise designated as confidential or proprietary or that should
otherwise be reasonably understood to be confidential given the nature of the information and the circumstances
surrounding disclosure. "Confidential Information" does not include any information which: (i) is publicly available
through no fault of receiving party; (ii) was properly known to receiving party, without restriction, prior to disclosure
by the disclosing party; (iii) was properly disclosed to receiving party, without restriction, by another person without
violation of disclosing party's rights; or (iv) is independently developed by the receiving party without use of or
reference to the disclosing party's Confidential Information
Use and Disclosure. Each party agrees that it will use the Confidential Information of the other party solely in accordance
with the provisions of this Agreement and it will not disclose such information to any third party without the other party's
prior written consent, except as otherwise permitted hereunder. Each party agrees to exercise due care in protecting the
Confidential Information from unauthorized use and disclosure. Each party may disclose the Confidential Information of the other
party, in whole or in part to its employees, representatives, actual or potential investors and subcontractors who have a need to
know and are legally bound to keep such information confidential consistent with the terms of this Section. Either party may disclose
the Confidential Information of the other party as required by law, upon prior written notice to the other party (where allowed by law);
provided that such party will use its reasonable efforts to minimize such disclosure to the extent permitted by applicable law.
4.1 Injunctive Relief. The Parties expressly acknowledge and agree that no adequate remedy exists at law for an actual
or threatened breach of this Section and that, in the event of an actual or threatened breach of the provisions of this
Section, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving
any other rights or remedies available to it. Each party will promptly notify the other in writing if it becomes aware of
any violations of the confidentiality obligations set forth in this Section. 5. Disclaimer
KPI Board HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY,
TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES RELATED TO THIRD PARTY EQUIPMENT, MATERIAL, SERVICES
OR SOFTWARE. KPI Board'S SERVICES AND PROPERTIES ARE PROVIDED "AS IS" TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE EXTENT SUCH
DISCLAIMER CONFLICTS WITH APPLICABLE LAW, THE SCOPE AND DURATION OF ANY APPLICABLE WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.
5. Exclusion of Damages; Limitation Of Liability
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL KPI Board BE LIABLE TO CUSTOMER FOR ANY INDIRECT,
SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS,
LOST SALES OR BUSINESS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST DATA, OR FOR ANY AND ALL OTHER DAMAGES OR LOSSES, EVEN IF KPI Board HAS BEEN ADVISED,
KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL KPI Board BE LIABLE TO CUSTOMER FOR ANY DIRECT DAMAGES,
COSTS, OR LIABILITIES IN EXCESS OF THE AMOUNTS PAID BY CUSTOMER DURING THE TWELVE MONTHS PRECEDING THE INCIDENT OR CLAIM.
THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THE LIMITATIONS SET
FORTH HEREIN IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT.
THE KPI Board SERVICES ARE NOT INTENDED TO SUPPORT OR CARRY EMERGENCY CALLS TO ANY EMERGENCY SERVICES.
NEITHER KPI Board NOR ITS REPRESENTATIVES WILL BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY CLAIM, DAMAGE, OR LOSS (AND CUSTOMER WILL HOLD
KPI Board HARMLESS AGAINST ANY AND ALL SUCH CLAIMS) ARISING FROM OR RELATING TO THE INABILITY TO USE THE KPI Board SERVICES TO CONTACT EMERGENCY SERVICES.
THE KPI Board SERVICES ARE NOT INTENDED TO SUPPORT ANY TYPE OF STALKING SERVICES. KPI Board IMPLEMENT RANGE OF TOOLS TO PROTECT PEOPLE FROM STALKING.
6.1. Term. The term of this Agreement will commence on the date this Agreement is accepted by Customer and continue for a period of twelve months.
This Agreement will automatically renew for additional one-year terms unless either party provides notice of non-renewal no less than
60 days prior to the end of a renewal term.**
6.2. Termination. Either party may terminate this Agreement for any reason upon 180 days written notice to the other party.
Either party may also terminate this Agreement in the event the other party commits any material breach of this Agreement
and fails to remedy such breach within 5 days after written notice of such breach.
KPI Board may also suspend the KPI Board Services immediately upon notice for cause if: (a) Customer violates (or gives KPI Board
reason to believe it has violated) any provision of the KPI Board Acceptable Use Policy; (b) there is an unusual spike or increase
in Customer's use of the KPI Board Services for which there is reason to believe such traffic or use is fraudulent or negatively
impacting the operating capability of the KPI Board Services; (c) KPI Board determines, in its sole discretion, that its provision
of any of the KPI Board Services is prohibited by applicable law, or has become impractical or unfeasible for any legal or regulatory
reason; or (d) subject to applicable law, upon Customer's liquidation, commencement of dissolution proceedings, disposal of Customer
assets or change of control, a failure to continue business, assignment for the benefit of creditors, or if Customer become the
subject of bankruptcy or similar proceeding.**
7. Indemnification; Disputes
7.1. Indemnification by Customer. Customer will defend, indemnify and hold KPI Board harmless against any actual or threatened
claim, loss, liability, proceeding, third-party discovery demand, governmental investigation or enforcement action arising out of or relating
to Customer's activities under this Agreement or Customer's acts or omissions in connection with the provision of the Customer Application,
including without limitation, any intellectual property claims relating to the Customer Application and any violation by Customer or its
End Users of the terms of Section 2.4 (Restrictions) ("Claim"). KPI Board will cooperate as fully as reasonably required in the defense of any Claim,
at Customer's expense. KPI Board reserves the right, at Customer's expense, to retain separate counsel for KPI Board or, if Customer has not responded
reasonably to the applicable Claim, to assume the exclusive defense and control of any matter in which Customer is a named party and that is otherwise
subject to indemnification under this Section. Customer will pay all costs, reasonable attorneys' fees and any settlement amounts or damages awarded
against KPI Board in connection with any Claim. Customer will also be liable to KPI Board for any costs and attorneys' fees KPI Board incurs to successfully
establish or enforce its right to indemnification under this Section.
7.2. Governing Law. Except as provided in Section 8.3, this Agreement will be governed by the laws of the
State of Delaware, exclusive of its rules governing choice of law and conflict of laws.
This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods.
8.1. Assignment. Customer will not assign or otherwise transfer this Agreement, in whole or in part,
without KPI Board's prior written consent. Any attempted assignment, delegation, or transfer in violation
hereof will be null and void.
8.2. Amendment. KPI Board may amend this Agreement from time to time, in which case the new Agreement
will supersede prior versions. KPI Board will notify Customer not less than 10 days prior to the effective date
of any such amendment and Customer's continued use of the KPI Board Services following the effective date of any
such amendment may be relied upon by KPI Board as Customer's consent to any such amendment.
KPI Board's failure to enforce at any time any provision of this Agreement does not constitute a waiver of that
provision or of any other provision of the Agreement.
8.3. Waiver. Any waiver of any breach or default by either party will not constitute a waiver of any other
right or any subsequent breach or default. Failure or delay by either party to enforce any provision of this
Agreement will not be deemed a waiver of future enforcement of that or any other provision.
8.4. Relationship. Each party is an independent contractor in the performance of each and every part of this Agreement.
Each party will be solely responsible for all of its employees and agents and its labor costs and expenses arising
in connection therewith and for any and all claims, liabilities or damages or debts of any type whatsoever that may arise
on account of its activities, or those of its employees or agents, in the performance of this Agreement.
Customer does not have the authority to commit KPI Board in any way and will not attempt to do so or imply that it has the right to do so.
8.5. Unenforceability.In the event that any provision of this Agreement is held by a court or other tribunal
of competent jurisdiction to be unenforceable, such provision will be limited or eliminated to the minimum extent
necessary to render such provision enforceable and, in any event, the remainder of this Agreement will continue
in full force and effect.
8.6. Notices. Any notice required or permitted to be given hereunder will be given in writing to the receiving party
by personal delivery, certified mail, return receipt requested, by email with proof of receipt, or by overnight delivery.
KPI Board may use Customer's current address, as provided by Customer in connection with billing and payment activities.
KPI Board's current address may be found on its website.
8.7. Force Majeure. A party is not liable under this Agreement for non-performance caused by events or conditions
beyond that party's control (each, a "Force Majeure Event") if the party makes reasonable efforts to perform.
Either party may terminate this Agreement on written notice to the other party if the Force Majeure Event continues
more than 30 days.
8.8. Government Terms. KPI Board provides the KPI Board Services, including related software and technology,
for ultimate federal government end use solely in accordance with the terms of this Agreement.
If Customer (or any of its customers) is an agency, department, or other entity of any government, the use, duplication,
reproduction, release, modification, disclosure, or transfer of the KPI Board Services, or any related documentation of any kind,
including technical data, software, and manuals, is restricted by the terms of this Agreement. All other use is prohibited
and no rights than those provided in this Agreement are conferred.