KLIPPAS Technologies inc.

Kippa Terms of Service Agreement (TOS)

KLIPPAS Technologies inc, KTi, is a Microsoft Partner and Software Developer.

In this Agreement, the words we, us and our refer to KLIPPAS Technologies inc. located at 2911 Bayview Ave, Suite 110G, M2K-1E8, Toronto, Canada.

KLIPPAS Technologies inc. – KTi in this Agreement – is the publisher of:

• Kippa, Fast and easy Reminders for Microsoft Teams ©,
• Easy$, the easiest and fastest way to publish and sell your app on Microsoft ©,
• Take Control: Seven Steps to Independence © More on Take Control here.

The terms of KTi’s Privacy Policy are incorporated by reference in this Agreement.

This Agreement covers the use of our app, Kippa. All references to The Service apply to Kippa, its website, Microsoft Azure, Microsoft commercial marketplaces, all infrastructure components, and all support services.

In this Agreement you, the user of Kippa, and your organization, are referred to as you.

TOS Summary (In plain English)

This summary outlines our respective roles and functions during your use of The Service.

This Agreement and your paid subscription grant you the right to use The Service. We warrant that The Service provides the functions defined in Kippa’s Documentation Set: Kippa’s Help Tab, Quickstart PowerPoint, Reference Card and Release Notes. We do not warrant that The Service will be error-free, always available, or perform within a specific response time.

Past reminders are deleted periodically and retained only for use in the List function. The WHAT portion of your reminders—the substance— is a meaningless string of letters to Kippa and will be reproduced accurately without interpretation when the reminder is fired.

You acknowledge that The Service is our intellectual property and contains our proprietary copyrighted information and trade marks. The legal terms in this Agreement are intended to prevent you from copying, reverse engineering or duplicating The Service. In plain English we’ll say: (a) please don’t, and (b), given that you’ll have to use the same development environment we did to create The Service, good luck.

As a SaaS subscription service, you expect us to update The Service periodically, with the valid belief that new releases will repair defects, enhance existing features or add new ones.

You may only use The Service during a FreeTrial period, or with a SaaS subscription paid for in advance of use. We reserve the right to terminate your access to The Service if your payments are late. You understand that all data entered by you into The Service will be deleted if your subscription is cancelled or terminated. Grace periods are granted only at our discretion.

Our maximum liability is defined in this Agreement as the fee you paid for your subscription.

The Agreement ends by stating that any dispute reaching a courtroom will take place in Toronto, Ontario, Canada.

Feedback, Defects and Support

If you have an idea for improving The Service, please submit it on our Contact Form.

Customer and Technical Support is available by email at support@klippas.com, or via the Contact Form.

If you discover a defect in The Service, you have three alternatives:

• Report the defect on the Contact Form or by using the Feedback command in Kippa. We will acknowledge your report immediately, and will devote our best efforts to repair the defect. We will contact you, if needed, to collect more information. We will notify you when we have repaired the defect and released a correctly working version of The Service.
• If we have not repaired the defect within 3 weeks of you reporting it, or if the resolution we implemented did not address your concerns to your satisfaction, you may cancel your subscription. Your subscription will not be renewed on expiry of the contract, and the unused portion of your subscription may be refunded to you, see clause 2.4 for more detail.
• You may decide to cancel your subscription and stop using The Service immediately. Your subscription will not renew automatically.

1 Grant of User Rights

1.1 Definition of use

You may use The Service for business or personal purposes, only as permitted in this Agreement.

By using The Service. you agree that you have read and understood Microsoft’s Terms of Use, and that this KTi Agreement is an addition to its terms. Our Privacy Policy explains some of these dependencies in more detail. We indicate clauses in this Agreement which are already covered in Microsoft’s inimitable prose, with See Microsoft Teams Account.

KTi grants you the right to use The Service only in accordance with the use levels you purchased.

1.2 Limitations on Use

By using The Service, you agree:

1. to not modify, prepare derivative works of, or reverse engineer The Service,
2. to use Kippa in accordance with the requirements of your Microsoft Teams Tenant and your organization’s policies. See your Microsoft Teams account for more,
3. that all text you enter into The Service is interpreted by our software. Text you enter as the WHAT portion of your Remind command will be repeated to you as the Reminder. This reminder text will not be interpreted or understood by The Service, and thus will be repeated verbatim regardless of the message, its context or meaning. Profanity and the meaning and cultural significance of any text you enter will not be interpreted or understood by The Service. Please keep Kippa’s channels clean.

1.3 Changes to The Service

We reserve the right to enhance, upgrade, improve, or modify, features of The Service as we deem appropriate and at our discretion. We will not materially reduce the core functionality (as set forth in the latest Documentation Set), or discontinue any feature or function unless we provide you with prior written notice. We may offer additional functionality to The Service, in the future, potentially at an additional cost.

1.4 Proprietary Rights and KTi Marks

You acknowledge that we retain all proprietary right, title and interest in The Service, its name, our name, logo, cartoons or other marks, and any related intellectual property rights. You agree that you will not, without our prior written consent, use or register any trademark, service mark, app name, business name, domain name or social media account name or handle, which incorporates in whole or in part, any of KTi’s Marks or similar versions.

2 Money

2.1 Available Plans and Payments

Kippa is available in three Plans:

1. Per seat—for purchases of less than the current Enterprise Plan’s threshold number of seats in a single purchase.
2. Enterprise—for an organization purchasing more than the Per-seat plan’s required number of seats in a single purchase.
3. Partner—KTi’s partners who resell Kippa to their clients.

Each Plan requires you to provide information regarding your name, payment details and your organization. The process you use, and the information you enter to order and pay for your purchase of Kippa, is thus dependent on the Plan you select.

We use Stripe to process all credit-card purchases, and direct deposits to our bank for Enterprise and Partner plan transactions. We believe the distinction between the parties involved and the data that each one collects and stores is self-evident during the transaction, but should you require clarification, please Contact Us.

2.2 Orders and Pricing

The Service is made available to you for a price calculated for a specific number of users or seats. You specify this number during the ordering process.

Pricing for numbers of seats ordered below the Enterprise threshold is calculated by multiplying the current price per seat by the number of seats you order.

Enterprise and Partner Plan pricing uses the current per-seat price, times the number of seats ordered, adjusted to the tiered discount structure in effect at that time.

Our pricing will be adjusted from time to time, and renewals will be charged at the price then in effect. You will be notified beforehand of all changes in price. If you have checked the auto-renewal box, you must cancel at least five business days before your subscription expires if you decide not to renew.

You may increase or decrease the number of seats in your plan at any time by Contacting us. If you add seats we’ll give you a quote for the increase in subscription fee. If you reduce seats, we’ll give you the price for your next renewal, and potentially refund you for the seats you cancelled. Please see Clause 2.4 below, for more detail. If you reduce the number of seats below the number currently in use by your team, we will discuss which users should be deleted from the subscription, so that you can warn them of the impending loss of their existing reminders.

If a Teams user attempts to access The Service when no additional seats are available in your current subscription plan, the user will receive a notification to this effect, and KTi will contact you to review your usage of The Service.

You acknowledge that your use of The Service is dependent on a fully paid-up subscription, and that:

1. If you have left the auto-renewal box unchecked, your subscription will terminate on your anniversary date. We will attempt to contact you to verify that you do wish to cancel your subscription. If you confirm this is the case,  your records and data will be deleted permanently on expiry of the subscription. You may renew the subscription at any subsequent time, but you will not be eligible for a second Free Trial.
2. If you checked the auto-renewal bow, your subscription will be renewed and billed automatically on the anniversary date, unless you cancel it at least five business days prior to this date.
3. If your subscription renewal fee is not paid when due, we will attempt to inform of you this fact. We may offer you a grace period in which to pay the fee. This grace period will be a minimum of 24 hours, and a maximum of 5 business days. The grace period’s existence and its duration are determined solely by KTi at the time of the occurrence.
4. Your use of The Service will be terminated if your subscription fees are not paid when due or within the grace period stated above in 2.2.iii.
5. You acknowledge that a terminated or cancelled subscription will result in the permanent deletion of all data you have entered into The Service.

2.3 Free Trials

Your use of The Service begins with a Free Trial of a specific duration, the “Trial Period”. There is no charge for the free trial, and we will only collect your payment details if you decide to purchase The Service on expiry of the trial period. The date you purchase The Service becomes the anniversary date of your subscription.

We may modify or discontinue any trials or promotions at any time without notice.

2.4 Refunds

Monthly Subscriptions

No unused portions of your monthly subscription will be refunded if you cancel it. Your subscription will not be renewed at the start of the next month and you will not be billed by KTi again, unless you resume your subscription.

Annual Subscriptions

Annual subscriptions are paid for in advance and are not subject to refunds if you decide to cancel at any time. If you feel you need longer than the Free Trial period to determine the value of The Service  to you, please subscribe to the monthly plan until such time as you are willing to make an annual commitment.

3 Termination and Term

You may terminate your use of The Service at any time and for any reason. We would appreciate you giving us a reason for cancelling, but your cancellation will be accepted even if you do not provide us an explanation. Your cancellation will take effect in the next billing cycle, and until that date, your data and use of The Service will still be available to you.

This Agreement survives for the length of your current subscription, and is automatically renewed when you renew your subscription.

4 Compliance with laws

We assume, and fervently hope, that you will not use The Service for any form of illegal activity. If you do use Kippa to contravene laws, or to involve our little elephant in nefarious activities, we will not detect it as explained above in 1.2 (iii).

5 Warranties

We warrant that The Service provides the functions defined in its current Documentation Set.

We do not represent or warrant that:

1. the use of The Service will be timely, uninterrupted or error free,
2. it will operate in combination with any specific hardware, software, system or data,
3. it will meet your requirements,
4. all errors or defects will be corrected.

Use of The Service is at your sole risk. Our entire liability, and your only remedy under this warranty, and at our sole option subject to applicable law, will be that we attempt to provide conforming services.

If this is unacceptable to you, you may cancel your subscription immediately. In this case, the subscription will not be automatically renewed, even if you checked the auto-renewal box when you ordered.

6 Indemnification

You will indemnify and defend us against any third party claim resulting from a breach of clause 1, and you agree to pay reasonable attorney’s fees, court costs, damages finally awarded, or reasonable settlement costs with respect to any such claim.

We will promptly notify you of any claim and cooperate with you in defending the claim. You will reimburse us for reasonable expenses incurred in providing any cooperation or assistance. You will have full control and authority over the defence and settlement of any claim, except that:

1. any settlement requiring us to admit liability requires prior written consent, not to be unreasonably withheld or delayed,
2. we may join in the defence with our own counsel at our own expense.

7 Limitation on liability

7.1 Limitation on indirect liability

Neither party will be liable to the other party or to any other person for any indirect, special, consequential or incidental loss, exemplary or other such damages, including, without limitation, damages arising out of or relating to:

1. loss of data,
2. loss of income,
3. loss of opportunity,
4. lost profits,
5. costs of recovery, however caused and based on any theory of liability, including, but not limited to, breach of contract, tort (including negligence), or violation of statute, whether or not such party has been advised of the possibility of such damages.

7.2. Limitation on amount of liability

Except for your breach of Clause 1, and your indemnification obligations, and to the extent permitted by applicable law, the total cumulative liability of either party and their respective licensors and suppliers arising out of this agreement, is limited to the sum of the amount paid for the current subscription for The Service.

The foregoing does not limit your obligations to pay any undisputed fees and other amounts due under any order.

8 Additional terms

8.1 Supplemental Data Processing Addendum

If you are located in or are subject to the applicable laws of the EEA+ and/or the United Kingdom, including the GDPR, you should ensure that our privacy policy and our data storage locations meet your requirements.

Kippa reminders are stored until fired and retained for a period for use in Kippa’s List function, before being permanently deleted.

You may request that your reminders be archived instead of deleted at the end of this period. Archived reminders are available for export as a simple text file, and will typically be made available for download 3 business days after your request. You accept that this retention of reminders beyond the default storage period, and each subsequent export and download, will involve an additional charge.

8.2 Beta Services

We may offer you access to Beta Services prior to a general release, but note that these services are typically conducted as private tests.

You understand and agree that the Beta Services may contain defects, errors and other causes of inconvenience. Use of the Beta Services is at your sole risk.

You acknowledge that your use of Beta Services is on a voluntary and optional basis, and we have no obligation to provide technical support. You understand that we may discontinue provision of Beta Services at any time at our sole discretion and without prior notice to you.

These Beta Services are offered “AS-IS”, and to the extent permitted by applicable law, we disclaim any liability, warranties, indemnities, and conditions, whether express, implied, statutory or otherwise.

If you are using Beta Services, you agree to receive related correspondence and updates from us, and acknowledge that opting out will result in cancellation of your access to the Beta Services.

If you provide feedback (via the Feedback command, or email) about the Beta Service, you agree that we own any Feedback that you share with us. For the Beta Services only, these Terms supersede any conflicting terms and conditions in this Agreement, but only to the extent necessary to resolve conflict.

8.3 Copyright

If you believe that The Service has been used in a way that constitutes copyright infringement, please use the Contact Form to notify us.

8.4 No Class Actions

You may only resolve disputes with us on an individual basis and you agree not to bring or participate in any class, consolidated, or representative action against us or any of our employees or affiliates.

8.5 Security Emergencies

If we reasonably determine that the security of The Service or infrastructure may be compromised due to hacking attempts, denial of service attacks, or other malicious activities, we may temporarily suspend The Service and we will take action to promptly resolve any security issues. We will notify you of any suspension or other action taken.

8.6 Assignment

Neither party may assign its rights or delegate its duties under this Agreement, either in whole or in part, without the other party’s prior written consent, which shall not be unreasonably withheld, except that either party may assign the Agreement to an affiliated entity, or as part of a corporate reorganization, consolidation, merger, acquisition, or sale of all or substantially all of its business or assets to which this Agreement relates.

Any attempted assignment without consent will be void. The Agreement will bind and inure to the benefit of each party’s successors or assigns.

8.7 Notices

Notices must be sent by personal delivery, overnight courier, or registered or certified mail. We may also provide notice to the email last designated on your account, electronically via postings on our website, or our Contact Form.

Unless specified elsewhere in this Agreement, notices should be sent to us at head office address (see above), and we will send notices to the address last designated on your account.

Notice is assumed to have been given:

1. upon personal delivery,
2. for overnight courier, on the second business day after notice is sent,
3. for registered or certified mail, on the fifth business day after notice is sent,
4. for email, when the email is sent, or,
5. if posted electronically, upon posting.

8.8 Entire Agreement

The Agreement is entered into by you in addition to agreements between you and Microsoft regarding your Privacy Rights, (explained in excruciating detail here) and Microsoft Teams Terms of Service, detailed here. This Agreement adds terms and conditions applicable specifically to your use of The Service. This Agreement supersedes all prior and contemporaneous oral and written agreements, except as otherwise permitted.

8.9 General Terms

If any term of this Agreement is not enforceable, this will not affect any other terms.

Both parties are independent contractors and nothing in this Agreement creates a partnership, agency, fiduciary or employment relationship between the parties.

No person or entity not a party to the Agreement will be a third party beneficiary.

Our authorized resellers do not have the right to modify this Agreement or to make commitments binding on us.

Failure to enforce any right under the Agreement will not waive that right.

Unless otherwise specified, remedies are cumulative.

This Agreement may be agreed to online, by you clicking an Accept button or link, or executed by electronic signature and in one or more counterparts.

No party will be responsible for any delay or failure to perform under this Agreement due to force majeure events (e.g. natural disasters; terrorist activities, activities of third party service providers, labour disputes; and acts of government), and acts beyond a party’s reasonable control, but only for so long as those conditions persist.

8.10 Contracting Party, Choice of Law and Location for Resolving Disputes

The governing law for your use of The Service will depend on where you are and the specific components of The Service you have ordered. We reserve the right to conduct any court proceedings, regardless of claim or origin, in Toronto, Ontario, Canada.

Last Updated: September, 2021