AppExchange

KAILEA NETWORKS TERMS OF USE

By clicking the acceptance box, you agree to the following terms and conditions (The “Terms”) governing your use of Kailea’s online services, including offline components (collectively, The “Services”); which are hereby incorporated into any Subscription Agreement between Kailea and Client (The “Agreement”). If you are entering into this Agreement and Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms and conditions, in which case the terms “you” or “your” shall refer to such entity. If you do not have such authority, or if you do not agree with these terms and conditions, then you may not use the Services.

1.0 LICENSE GRANT AND RESTRICTIONS
Kailea grants Client a non-exclusive right to use the Services for the Term of the Agreement, provided Client (a) shall not (i) reverse engineer or access the Services to copy or build similar Services or a portion of the Services, (ii) send spam, unsolicited messages, viruses or other harmful code, scripts, files, agents or programs using the Services, (iii) interfere with or disrupt the integrity or performance of the Services, (iv) impersonate another Kailea user or a Kailea employee, or (v) violate other applicable laws in connection with Client’s use of the Services, and (b) pays its invoices on time, which non-payment shall be considered a material breach of the Agreement.

2.0 RESPONSIBILITIES
Client is responsible for abiding by all applicable local, state, national and foreign laws in connection with its use of the Services. Kailea does not own any data or information submitted to the Services in the course of Client’s use of the Services (“Client Data”). Client shall have sole intellectual property ownership, right to use, responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of Client Data. Kailea shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Client Data.

3.0 TERMINATION
Either party may terminate the Agreement if other party materially breaches the Agreement, and such breach is not cured within thirty (30) days of written notice outlining such alleged breach, except Kailea may immediately terminate the Agreement if Client breaches Sections 1 or 2 of the Terms. Kailea reserves the right to suspend Services if it terminates the Agreement per Section 3 of the Terms. Kailea shall return all Client Data to Client immediately upon the later of termination of the Agreement or Client’s payment of all monies outstanding under this Agreement.

4.0 MUTUAL INDEMNIFICATION
Each party shall indemnify the other party and it’s parent, subsidiary, affiliate, officers, directors, and employees from any claims by a 3rd party that either parties use or providing of the Services directly causes any harm, or damages or infringes on any patents or trademarks, of such 3rd party.

5.0 DISCLAIMER OF WARRANTIES
KAILEA MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MECHANTABILITY AND FITNESS FOR A PARTICULAR USE, EXCEPT THOSE EXPRESSLY SET FORTH HEREIN.

6.0 LIMITATION OF LIABILITY
NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTIAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMGES (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, THESE SERVICES, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICES.

7.0 GOVERNING LAW
The Agreement shall be governed in all respects by and construed under the laws of the United States of America and the State of California, without reference to choice or conflict of law principles and provisions. The parties hereby submit to the exclusive jurisdiction of and waive any venue objections against the United States District Court for the Northern District of California, San Francisco and the Superior Court of the State of California, Marin County in any litigation arising out of the Agreement.

8.0 ENTIRE AGREEMENT
The Agreement, including the Pricing Schedule (Exhibit A) and the Terms, constitutes the entire agreement between the parties pertaining to providing and using of the Services, and supersedes all prior agreements, negotiations and discussions, whether oral or written. The individuals signing on behalf of the parties below represent that they have full authority to bind their party accordingly. No amendment shall be binding unless agreed to and signed in writing by duly authorized representatives. Any provision of this Agreement which is held to be illegal or unenforceable shall not invalidate any remaining provisions, sections, or rights and obligations of the parties under this Agreement.