<p>Last updated on July 30, 2021</p> <p>Welcome to Kiopi, the social media management software owned by Kiopi LLC, a Delaware Limited Liability Corporation with a mailing address of 411 Lake St, Suite B Shreveport, LA 71101 (a.k.a. 'we' or 'us' or ‘Kiopi’). We are excited to have you as a user of our product and services. The following terms and conditions (collectively, these 'Terms of Service') apply to your use of Kiopi including any applicable free trials, any content, functionality and services offered on or via Kiopi (the 'Service'). We want to keep our relationship with you as lean and informal as possible, but please read the Terms of Service carefully before you start using Kiopi, because by signing up to the Service and completing your registration you accept and agree to be bound and abide by these Terms of Service. Should you disagree with any of the provisions herein, you must not use the Service, but please let us know at support@Kiopi.com. We'll be happy to hear your comments and suggestions.</p> <h3>Changes to the Terms of Service and the Service</h3> <p>Kiopi reserves the right to update the Service and these Terms of Service from time to time, at our discretion and without notice. Nevertheless, this document is public on the Kiopi website (‘Website’), and you will be able to track the changes for any new version. Your continued use of the Service following the publishing of updated Terms of Service means that you accept and agree to the changes.</p> <p>These Terms of Service were last updated on July 30th, 2021. They are effective between you and Kiopi as of the date you accepted them (‘Effective Date’).</p> <h3>Accessing the Service, Security and Privacy</h3> <p>We're working hard on improving Kiopi, but we can't guarantee the Service will be up and running on a continuous 24 hours per day, 7 days per week basis. We also reserve the right to suspend or restrict access to some features to users, including in the case of system failure, maintenance, repair or reasons beyond our control. In any case, we will not be liable if for any reason all or any part of the Service is unavailable at any time or for any period.</p> <p>To access the Service you have to register by entering your email address and choosing a password as part of our security procedures. You must treat such information as confidential, not disclosing it to any third party. There is a password reset procedure in case you forget your password, but please notify us of any breach of security. We highly recommend that you choose a strong password (one that incorporates capital and lower case letters as well as multiple numbers and symbol characters) and that you log out from your account at the end of every session. We will not be responsible for any loss or disclosure of your data resulting from your use of the Service, including from your failure to adequately secure your login credentials.</p> <p>It is a condition of your use of the Service that all the information you provide on the Service is correct, current and complete. In the future, you may be asked to provide certain registration details or other information. As is common for online services, we reserve the right to disable any user account, at any time in our sole discretion for any or no reason, including, if in our opinion you have failed to comply with any provision of these Terms of Service.</p> <p>You shall use the Service for your internal business purposes as contemplated by these Terms of Service and shall not: (i) tamper with the security of the Service or with the accounts of any of our other customers, (ii) log into a server or account that you are not authorised to access, (iii) attempt to probe, scan or test the vulnerability of the Service or to breach the security or authentication measures without proper authorization; (iv) render any part of the Service unusable; (v) lease, distribute, license, sell or otherwise commercially exploit the Service or make the Service available to a third party other than as contemplated in these Terms of Service; (vi) use the Service for timesharing or service bureau purposes or otherwise for the benefit of a third party; or (vii) provide to third parties any evaluation or Free Trial (as defined below) version of the Service without our prior written consent.</p> <p>In addition, you agree to comply with all applicable laws and regulations in your use of the Service and that in particular you will not use the Services to communicate any message or material that (i) is libelous, harmful to minors, obscene or constitutes pornography; (ii) infringes the intellectual property rights of a third party or is otherwise unlawful; or (iii) would otherwise constitute or encourage conduct that could constitute a criminal offense under any applicable law or regulation.</p> <p>We use SSL encrypted browsing for all logged-in users, but we cannot guarantee that all use will be secure. We also do not guarantee that the Service or any content provided on the Service is error-free.</p> <p>We take the protection of your personal data very seriously. For information on how we use your personal data please see our Privacy Policy.</p> <p>Where, in providing the Service, Kiopi processes personal data on your behalf, this will be governed by our Privacy Policy. In agreeing to these Terms of Service, you are also agreeing to the terms of our Privacy Policy.</p> <h3>Free Trial</h3> <p>Kiopi may make all or part of the Service available to you on a trial basis free of charge (‘Free Trial’). The Free Trial shall begin when you submit a registration to us and shall terminate on the earlier of (i) the Free Trial expiration date specified by us upon receiving your registration, or (ii) the date you enroll in a Kiopi Subscription (as defined below). The Service is provided “as-is” and without warranty of any kind during the Free Trial. Any data you enter during the Free Trial will be permanently deleted within 3 months following the end of the Free Trial.</p> <h3>Purchase of the Kiopi Service</h3> <p>If you agree to pay the fee for access to one of the Kiopi subscriptions (‘Kiopi Subscription’), the applicable non refundable fee will be charged by Kiopi to the company or other corporate entity designated by you in accordance with the payment method you have chosen for your purchase, in advance either as a one off annual payment or on a monthly basis, depending on your chosen subscription. If you are paying by credit card, by designating a card to be billed, you confirm that you are authorized to make such purchase and that you are the holder of such card (i.e. that the card is issued in your name). All prices stated on the Website are inclusive of any applicable sales taxes and fees. Kiopi accepts a variety of different payment methods, so please check the Website for the best way for you to pay.</p> <p>We will make the Service available to you during the term of your subscription to the Kiopi Subscription. You agree that your purchase of the Kiopi Subscription is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written public comments made by us with respect to future functionality or features.</p> <p>If you subscribe to a Kiopi Subscription, you may give additional users access to the Service up to the number of permitted users specified in the applicable Kiopi Subscription (‘Users’). The Users may include you and your employees, consultants, contractors and agents. You must ensure that all Users comply with these Terms of Service and you are responsible for such compliance. If you exceed the number of Users permitted by your Kiopi Subscription, you will be in breach of these Terms of Service and we will have the right to terminate or suspend your access to the Service or pursue any other remedy available to us.</p> <h3>Prices</h3> <p>Kiopi may change the price for the Kiopi Subscription from time to time. In respect of the Kiopi Subscription, such changed price will take effect after the expiry of the then current paid for period (i.e. the term that you have already paid for). Any price change will be communicated to you at least 14 days in advance so that you have an opportunity to elect to not renew. If you do not wish to be bound by such changed price relating to your Kiopi Subscription you may terminate your subscription of your Kiopi Subscription in accordance with the Section of these Terms of Service entitled “Term and termination” below. Your continued use of the Kiopi Subscription after the communication of such price change to you constitutes an acceptance of such new price.</p> <h3>Automatic Subscription Renewal</h3> <p>Your subscription to the Kiopi Subscription will automatically renew at the end of each subscription term unless you terminate your subscription prior to the end of such subscription term in accordance with the Section entitled “Term and Termination”. At the time of renewal the payment method you have designated to be charged for the purchase of the Kiopi Subscription will automatically be charged our then current fees for the applicable subscription.</p> <h3>Disclaimer of Warranties, Limitations of Liability and Indemnification</h3> <p>Your use of the Service is at your sole risk. The Service is provided 'as is' and 'as available'. We disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. To the maximum extent permitted by law, we are not liable for damages, direct or consequential, resulting from your use of the Service, and you agree to defend, indemnify and hold us harmless from any claims, losses, liability costs and expenses (including but not limited to attorney's fees) arising from your violation of any third-party's rights to the extent that such violation arises from your use of the Service Because the Service is not error or bug free, you agree that you will use it carefully and avoid using it in ways which might result in any loss of your or any third party's property or information.</p> <p>Nothing in this agreement shall exclude either party’s liability for death or personal injury caused by its negligence or for fraud or fraudulent misrepresentation.</p> <h3>Third Party Websites and Providers</h3> <p>Our Service may contain links to third party websites, products or services that are not owned or controlled by us. We have no control over, and assume no responsibility for the content, privacy policies, or practices of any third party website or service.</p> <p>If you use our Service in conjunction with the applications or services of third parties, your use of such applications or services is subject to the terms and conditions specified by those third parties and we assume no responsibility for your use of the same.</p> <h3>Term and Termination</h3> <p>These Terms of Service will become effective on the Effective Date and will remain effective until terminated by you or Kiopi. You may cancel your subscription of the Kiopi Subscription at any time by visiting your subscription page, which termination shall have effect at the expiry of the then-current subscription period that you have already paid for (e.g. one month, one quarter or a year). Kiopi will not refund any remaining portion of subscription fees you have already paid for. Kiopi reserves the right to terminate these Terms of Service or suspend your Kiopi account at any time in case of unauthorized, or suspected unauthorized use of the Service whether in contravention of this Agreement or otherwise. If Kiopi terminates these Terms of Service, or suspends your Kiopi account for any of the reasons set out in this section, then to the maximum extent permitted by law, Kiopi shall have no liability or responsibility to you, and will not refund any amounts that you have previously paid.</p> <h3>Confidentiality</h3> <p>You and Kiopi each agree to keep confidential all confidential information provided to it by the other party in connection with these Terms of Service and to protect such confidential information in the same manner as it protects its own confidential information. Neither of you nor Kiopi will disclose or use any confidential information of the other party for any purpose outside the scope of these Terms of Service except with the disclosing party’s consent or as required by law.</p> <h3>Customer Data</h3> <p>You retain all right, title and interest in and to all data (including personal data) that you upload to Kiopi or otherwise provide to Kiopi through your use of the Service. When Kiopi is processing personal data on your behalf our Standard Data Protection will apply to such processing.</p> <h3>Intellectual property</h3> <p>Kiopi respects intellectual property rights, and expects you to do the same. The Service and the content provided through Kiopi is the property of Kiopi or Kiopi's licensors and protected by intellectual property rights (including but not limited to copyright). By registering to use the Service we grant you a non-exclusive non-transferable licence to use the Service and you acknowledge that, except for the rights granted hereunder, you do not have a right to use the Service (including but not limited to its content) in any manner not covered by these Terms of Service.</p> <p>In particular, you shall not: (i) modify, translate, or create derivative works based on Kiopi or any element of the Service; (ii) create any link to Kiopi or frame or mirror any content contained or accessible from the Service, (iii) reverse engineer, de-compile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of Kiopi; (iv) or access the Service in order to (a) build a competitive product or service, or (b) copy any ideas, features, functions or graphics of the Service.</p> <p>Furthermore, you must not infringe any third party's intellectual property rights in using Kiopi or the Service. Further, you may not remove or alter any copyright, trademark or other intellectual property notices contained on or provided through the Service.</p> <h3>Copyright Infringement and Take Down</h3> <p>If you are a copyright holder who believes that any of the products, services or content which are directly available via the Service are infringing copies of your work, please let us know. Pursuant to The Digital Millennium Copyright Act, 17 United States Code 512(c)(3), a notice of alleged copyright infringement should be sent to Kiopi's designated copyright agent at the following address: Kiopi LLC, Attn: Legal Department, 411 Lake St, Suite B Shreveport, LA 71101 (email: support@kiopi.com).</p> <p>A notification of claimed copyright infringement must be addressed to Kiopi's copyright agent listed above and include the following: A physical or electronic signature of the owner (or person authorized to act on behalf of the owner) of the copyright that is allegedly infringed; Specific identification of each copyrighted work claimed to have been infringed; A description of where the material believed to be infringed is located on the Service (please be as detailed as possible and provide a URL to help us locate the material you are reporting); Contact information for the complaining party, such as a complete name, address, telephone number, and email address; A statement that the complaining party has a good faith belief that use of the work(s) in the manner complained of is not authorized by the copyright owner, its agent, or the law; and A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.</p> <h3>Technology Limitations and Modifications</h3> <p>Kiopi will make reasonable efforts to keep the Service operational. However, certain technical difficulties or maintenance may, from time to time, result in temporary interruptions. Kiopi reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, functions and features of the Service with or without notice.</p> <h3>Assignment</h3> <p>Kiopi may assign this Agreement or any part of it without restrictions. You may not assign this Agreement or any part of it to any third party.</p> <h3>Entire Agreement</h3> <p>These Terms of Service constitute all the terms and conditions agreed upon between you and Kiopi and supersede any prior agreements in relation to the subject matter of these Terms of Service, whether written or oral. Any additional or different terms or conditions in relation to the subject matter of these Terms of Service in any written or oral communication from you to Kiopi are void. You agree and accept that you have not accepted the terms and conditions of these Terms of Service in reliance of or to any oral or written representations made by Kiopi not contained in this Agreement.</p> <h3>Severability</h3> <p>Should for any reason or to any extent any provision of these Terms of Service be held invalid or unenforceable, such invalidity or enforceability shall not in any manner affect or render invalid or unenforceable the remaining provisions of these Terms of Service and the application of that provision shall be enforced to the extent permitted by law.</p> <h3>Independent Contractors</h3> <p>You and Kiopi are independent contractors. These Terms of Service do not create a joint venture or partnership between you and Kiopi and neither of us are by virtue of these Terms of Service authorised to act as an agent, employee or representative of the other party.</p> <h3>Amendment and Waiver</h3> <p>Kiopi may revise these Terms of Service from time to time. Any waiver of any right or remedy under these Terms of Service by Kiopi must be in writing and signed by us. No delay in exercising any right or remedy shall operate as a waiver of such right or remedy or any other right or remedy. A waiver on one occasion shall not be construed as a waiver of any right or remedy on any future occasion.</p> <h3>Notices</h3> <p>Any notices under these Terms of Service shall be in writing and shall be deemed to have been delivered: (i) upon personal delivery; (ii) the fifth business day after mailing; or (iii) the third business day after sending by email. Notices to Kiopi shall be addressed as follows:</p> <p>Kiopi LLC Attn: Legal Department 411 Lake St, Suite B Shreveport, LA 71101</p> <h3>Mandatory Arbitration; Exceptions to Arbitration, Waiver of Class Action Rights; Limitations Period; Venue and Choice of Law</h3> <p>i. You and Kiopi agree that any dispute, claim or controversy arising out of or relating in any way to the Service or your use thereof, including our Agreement, shall be determined by mandatory binding arbitration. You agree that the Colorado Uniform Arbitration Act governs the interpretation and enforcement of this provision, and that you and Kiopi are each waiving the right to a trial by jury and the right to participate in a class or multi-party action. This arbitration provision shall survive termination of these Terms of Service and the termination of your subscription to a Kiopi Subscription.</p> <p>ii. You and Kiopi agree that (a) any claims seeking to enforce, protect, or determine the validity or ownership of any intellectual property rights, and (b) any claims related to allegations of theft, piracy or unauthorized use of the Service are NOT subject to mandatory arbitration. Instead, you and Kiopi agree that the preceding claims (including but not limited to claims for injunctive or equitable relief) shall be exclusively decided by Courts of competent jurisdiction in Colorado, Canada, and that applicable Colorado and/or Canadian federal law shall govern, without regarding to choice of law principals. iii. YOU AND Kiopi AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A CLASS MEMBER OR IN ANY REPRESENTATIVE CAPACITY OR PROCEEDING. Further, the arbitrator shall not consolidate any other person's claims with your claims, and may not otherwise preside over any form of a multi-party or class proceeding. If this specific provision is found to be unenforceable in any way, then the entirety of this arbitration section shall be null and void. The arbitrator may not award declaratory or injunctive relief. iv. Any arbitration must be commenced by filing a demand for arbitration within ONE (1) YEAR after the date the party asserting the claim first knows or reasonably should know of the act, omission or default giving rise to the claim; and there shall be no right to any remedy for any claim not asserted within that time period. If applicable law prohibits a one-year limitations period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law. Your arbitration fees and your share of arbitrator compensation will be limited to those fees set forth in the applicable arbitration rules with the remainder paid by Kiopi. Any arbitration costs or fees deemed 'excessive' will be paid by Kiopi. v. You and Kiopi further agree that applicable laws of Colorado shall exclusively govern any dispute without regard to choice or conflicts of law rules. The sole and exclusive venue for the resolution of any dispute, whether or not subject to mandatory arbitration as described above, shall lie in Colorado.</p> <h3>English Version Prevails</h3> <p>In the event that these Terms of Service are translated into other languages and there is a discrepancy between the two language versions, the English language version shall prevail to the extent that such discrepancy is the result of an error in translation.</p> <p>Copyright © 2021 Kiopi and its affiliates. All rights reserved. Kiopi LLC</p>