This master subscription agreement ("MSA") governs the Subscriber and the End user's use of Services provided by Kriddik LLC "Kriddik LLC", "We" or "Us". Your use of this Web site (the "Site") and the services made available on the Site, including the web-based platform, mobile application, or Visual Performance Dashboard, is subject to these Terms of Use (these "Terms"). By using any of our Services, you agree to be bound by, and use our Services in compliance with, these Terms of Use. IF YOU DO NOT AGREE TO THESE TERMS OF USE, DO NOT USE OUR SERVICES. If you are entering into this MSA on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to this MSA. If applicable, this MSA will also govern free trials. By agreeing to this service agreement, whether for the free or the premium service, you are granting permission, opting in, for Kriddik LLC to forward collected user feedback for your business and all business entities assigned to the primary account via email, including, and not limited to marketing emails. You may opt-out of receiving emails at any time. Kriddik LLC does not sell email addresses.
Subscription Services Payment, Renewal, Upgrading/Downgrading Terms
There are levels of service from FREE to PREMIUM service. The FREE service allows a business or organization to receive feedback from Kriddik app users to a verified email with no charges. The PREMIUM service or pay service will allow a business or organization to receive and accumulate feedback from Kriddik app users directly to a specified dashboard. The Kriddik dashboard with multiple features will allow the business or organization to utilize a number of features including direct messaging from the business or organization to the Kriddik app user via the Kriddik app. Kriddik reserves the right to adjust and add to all levels of service.
Fees: The Subscriber agrees to pay all fees or charges to its account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable as a consideration for the Services provided by Kriddik LLC. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes. Mobile application access only available on certain devices. Usage of mobile application may result in additional data charges. Please check with your service provider.
Renewal: The Subscription Service is billed in advance on a monthly or annual basis. Kriddik LLC will automatically renew and bill the Subscriber's credit card for the monthly or annual subscription based on the Subscriber's selected Subscription Term.
Refunds: There will be no refunds or credits for partial use of Subscription or refunds for months unused with an open account. In order to treat everyone equally, no exceptions will be made.
Upgrade/Downgrade: For any upgrade or downgrade in plan level, your credit card that you provided will automatically be charged the new rate on your next billing cycle. We do not prorate. Downgrading your Service may cause the loss of features of your Account. Contact Kriddik LLC for any changes to your account.
Payment by Credit Card: If you are paying by credit card, you authorize us to charge your credit card or bank account for all fees payable at the beginning of the Initial Subscription Term and all subsequent Billing Periods, including upgrades. You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party.
Payment Against Invoice: If you are paying by invoice, we will invoice you at the beginning of the Initial Subscription Term and at the beginning of each subsequent Billing Period. All amounts invoiced are due and payable within thirty (30) days from the date of the invoice.
Cancellation and Termination
You are solely responsible for properly canceling your account. An email or phone request to cancel your account is not considered cancellation. You can cancel your account at any time by clicking on the Contact Us link in the navigation dropdown at the top of the screen. If you cancel the Service before the end of your current Subscription, your cancellation will take effect immediately and you will not be charged again.
Prior to a Subscriber canceling service, the Subscriber may download all their data into a Word, or PDF document. If Subscriber cancels service, Kriddik LLC will retain a copy of Subscriber's Content for 1 year and will not destroy such data unless directed to do so by Subscriber. If it had been canceled and the Subscriber then requests a copy of the Content, Kriddik LLC will provide the Content in a commercially usable format within 14 days of such request. If Subscriber directs Kriddik LLC to delete and destroy Subscriber's Content, Kriddik LLC will do so within 14 days of such request and notify Subscriber once the Content has been destroyed.
Modification to Services and Pricing
Pricing of all Services, including but not limited to monthly subscription plan fees to the Service, are subject to change. Such notice may be provided by posting the changes to the Kriddik LLC Site (Kriddik.com) or the platform itself.
Service Level Commitment
Technical Support: System support is included in your Subscription Fee. Phone support for the Subscription Service is available 8AM to 5PM Eastern Standard Time, Monday through Friday, excluding US national holidays. We do not promise or guarantee any specific response time.
Availability: We try to make the Subscription Service, including the platform, mobile application and Visual Performance Dashboard, available 24 hours a day, 7 days a week, except for planned down-time for maintenance. If there is a planned upgrade or maintenance, Kriddik LLC will notify you well in advance. We will also notify you of the upgrade enhancements. Kriddik LLC's services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. Kriddik LLC is not responsible for any delays, delivery failures, or other damage resulting from such problems.
Tracking & Data Storage
Kriddik LLC tracks Subscriber usage in order to improve your experience and our level of service. We will maintain commercially appropriate administrative, physical, and technical safeguards to protect Subscriber Data. You consent to the processing of Subscriber Data in the United States.
Limits on Kriddik LLC: We will not use, or allow anyone else to use, Subscriber Data to contact any individual or company except as you direct. We will use Subscriber Data only in order to provide the Subscription Service to you and only as permitted by applicable law, this Agreement, and our Privacy Policy, located at www.kriddik.com/privacy.
Subscriber Data
All data submitted by Subscriber to the Service, whether posted by Subscriber or by third parties, shall remain the sole property of Subscriber or such third parties, as applicable, unless specifically notified in advance. Subscriber, not Kriddik LLC, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all Subscriber Data.
If the Subscriber decides to terminate, the Subscriber may download all of the data. In the event that Subscriber or Kriddik LLC has already terminated this Agreement, Kriddik LLC will make available to Subscriber a commercially usable file of the Subscriber Data (Full Strategic Plan with Progress report) within 14 days of termination notice if Subscriber so requests. Kriddik LLC will retain Subscriber Data for 1 year unless directed to delete and destroy said Data by Subscriber, and Kriddik LLC will delete and destroy Subscriber Data within 14 days of any Subscriber request to do so.
Security Policy
Kriddik LLC takes all reasonable precautions to keep your information safe and secure. Kriddik LLC reserves the right to modify its Security Policy in its reasonable discretion from time to time. Kriddik LLC's current Security Policy provides that all data sent and received is secured by a Secure Socket Layer (SSL) high-assurance certificate with 256-bit encryption, that a state-of-the-art redundant server cluster hosted and professionally managed is employed, and that regular backups are performed, including use of backups in an offsite secure location. Backups are performed. The backups are performed over a secure dedicated network and are stored in a separate network center than the one the servers are in. Additionally, Kriddik LLC runs an extra backup utility to ensure data integrity of database files during backups.
Intellectual Property Rights, Knowhow and Publicity
Kriddik LLC Rights: All intellectual property rights (including, but not limited to patent rights, design rights, copyrights, rights in utility models, rights in databases, trademark rights, domain names, trade names, etc.) and knowhow in the software used by Kriddik LLC, the Account, and as may be, the lay-out of Deliverables, shall at all times be and remain the exclusive property of Kriddik LLC. Except for the license to use the Account according to this MSA, no intellectual or other proprietary rights are transferred or assigned through the MSA to the Subscriber.
Subscriber Rights: Kriddik LLC grants the Subscriber and its End User(s) a personal, worldwide, non-assignable and non-exclusive license to use the software provided to Subscriber by Kriddik LLC as part of the Services. This license is for the sole purpose of enabling Subscriber and its End User(s) to use and enjoy the benefit of the Services as provided by Kriddik LLC, in the manner permitted by this MSA.
Marketing: Kriddik LLC may use Subscriber's name, logo and related trademarks in any of our marketing for the purpose of highlighting that you use the Service without Subscriber's express written consent. If Subscriber does not want Kriddik LLC to use this information, please contact Kriddik LLC.
Restrictions
You are permitted to store, manipulate, analyze, reformat, print, and display the Content only for your internal business use. Unauthorized use, resale or commercial exploitation of the Service and/or the Content in any way is expressly prohibited. You agree not to reverse engineer the Service, or access the Service in order to (i) build a competitive product or service, (ii) build a product using similar ideas, features, functions or graphics of the Service, or (iii) copy any ideas, features, functions or graphics of the Service. You shall not copy, license, sell, transfer, make available, distribute, or assign this license or the Content to any third-party, or (iv) modify or make derivative works based upon the Kriddik LLC or the Content; (v) commercially exploit the Service or the Content in any way, or (vi) "frame" or "mirror" any Content contained in, or accessible from, the Service on any other server, wireless or Internet-based device. User licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment with Subscriber or otherwise changed job status or function and no longer require access to the Service. All rights not expressly granted to Subscriber are reserved by Kriddik LLC and its licensors.
Mutual Indemnification
Subscriber shall indemnify and hold Kriddik LLC's, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Subscriber Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by Subscriber of the representations and warranties; or (iii) a claim arising from the breach by Subscriber or Users of this Agreement, provided in any such case that Kriddik LLC (i) gives written notice of the claim promptly to Subscriber (ii) gives Subscriber sole control of the defense and settlement of the claim (provided that Subscriber may not settle or defend any claim unless it unconditionally releases Kriddik LLC of all liability and such settlement does not affect Kriddik LLC's business or Service); (iii) provides to Subscriber all available information and assistance; and (iv) has not compromised or settled such claim.
Kriddik LLC shall indemnify and hold Subscriber and its parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or trademark of a third party; (ii) a claim, which if true, would constitute a violation of Kriddik LLC of the representations or warranties; or (iii) a claim arising from breach of this Agreement by Kriddik LLC; provided that Subscriber (i) promptly gives written notice of the claim to Kriddik LLC's; (ii) gives Kriddik LLC sole control of the defense and settlement of the claim (provided that Kriddik LLC may not settle or defend any claim unless it unconditionally releases Subscriber of all liability); (iii) provides to Kriddik LLC all available information and assistance; and (iv) has not compromised or settled such claim. Kriddik LLC shall have no indemnification obligation, and Subscriber shall indemnify Kriddik LLC pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of Subscriber's products, service, hardware or business process(es).
In particular, and without prejudice to the generality of the limitation of liability as mentioned herein, no guarantee is given by Kriddik LLC) the correctness and accuracy of the Content and the Deliverables that can be consulted through the Account, ii) an unrestricted use of the Deliverables in the Account and the Content, and iii) an uninterrupted use of the Account and the Content.
Representation & Warranties
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Kriddik LLC represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online Kriddik LLC help documentation under normal use and circumstances. Subscriber represents and warrants that it has not falsely identified itself nor provided any false information to gain access to the Service and that Subscriber's billing information is correct.
Disclaimer of Warranties
Kriddik LLC ensures that it will perform the Services under this MSA to the best of its ability, without any warranties as to the results of such Services. Kriddik LLC and its licensors make no representation, warranty, or guaranty as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of the service or any content; Kriddik LLC and its licensors do not represent or warrant that (a) the use of the service will be secure, timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data, (b) the service will meet subscriber's requirements or expectations, (c) any stored data will be accurate or reliable, (d) the quality of any products, services, information, or other material purchased or obtained by subscriber through the service will meet subscriber's requirements or expectations, (e) existing features of the product will be modified to meet subscriber's requests or needs, or (f) the service or the server(s) that make the service available are free of viruses or other harmful components;(iii) the service and all content is provided to subscriber strictly on an "as is" basis; and (iv) all conditions, representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third party rights, are hereby disclaimed to the maximum extent permitted by applicable law by Kriddik LLC and its licensors.
International Use
The Kriddik LLC Service is hosted in the United States. If you use the Kriddik LLC Service from outside of the United States, you acknowledge that you are voluntarily transferring information (potentially including personally-identifiable information) and Content to the United States and agree that Kriddik LLC's collection, storage and reporting of your information and Content is exclusively subject to the laws of the United States, not of the jurisdiction in which you are located. You will comply with all United States laws, rules and regulations applicable to the export of products, services, software and technical data regardless of the jurisdiction in which you are located.
Limitation of Liability
In no event shall either party's aggregate liability exceed the amounts actually paid by and/or due from Subscriber in the twelve (12)-month period immediately preceding the event giving rise to such claim. In no event shall either party and/or its licensors be liable to anyone for any indirect, punitive, special, exemplary, incidental, consequential or other damages of any type or kind (including loss of data, revenue, profits, use or other economic advantage) arising out of, or in any way connected with this service, including but not limited to the use or inability to use the service, or for any content obtained from or through the service, any interruption, inaccuracy, error or omission, regardless of cause in the content, even if the party from which damages are being sought or such party's licensors have been previously advised of the possibility of such damages.
Additional Rights
Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the exclusions set forth above may not apply to Subscriber.
General
With respect to all Subscribers, this MSA shall be governed by New Hampshire law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in Hillsborough County, State of New Hampshire. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between Subscriber and Kriddik LLC as a result of this agreement or use of the Service. The failure of Kriddik LLC to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Kriddik LLC in writing. This Agreement, together with any applicable Order Form, comprises the entire agreement between Subscriber and Kriddik LLC and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.
Definitions
As used in this Agreement and in any Order Forms now or hereafter associated herewith: "Agreement" or "MSA" means this online services agreement, and any Order Forms, whether written or submitted online via the Online Order Center, and any materials available on the Kriddik LLC website specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by Kriddik LLC from time to time in its sole discretion;
"Content" means the audio and visual information, documents, software, products and services contained or made available to Subscriber in the course of using the Service;
"Subscriber, You or Subscriber's" means the individual or legal entity, its directors, officers, affiliates agents, and employees, as identified in the registration and identification data provided to Kriddik LLC via this web site;
"Subscriber Data" means any data, information or material provided or submitted by Subscriber to Kriddik LLC in the course of utilizing the Service;
"Effective Date" means the date the plan account is purchased and the Agreement is accepted by clicking the "Checkout" button presented on the screen where this Agreement is linked from;
"Subscription Service" means our strategic planning and performance management application;
"Initial Term" means the period during which Subscriber is obligated to pay for the Service equal to the billing frequency selected by Subscriber during the subscription process, i.e. if the billing frequency is monthly, the Initial Term is one month;
"Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature;
"License Term(s)" means the period(s), excluding the Initial Term, during which a specified number of Users are licensed to use the Service pursuant to the Order Form(s);
"Order Form(s)" means the initial subscription for the Service and any subsequent order forms submitted online, specifying, among other things, the number of licenses and other services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties and each such Order Form shall be incorporated into and become a part of this Agreement. In the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of this Agreement shall prevail; "Kriddik LLC" means a New Hampshire corporation, having its principal place of business at P.O. Box 10315, Bedford, New Hampshire 03110.
"Kriddik LLC Technology" means all of Kriddik LLC's proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to Subscriber by Kriddik LLC in providing the Service;
"Service(s)" means the specific edition of Kriddik LLC's online strategic plan identified during the ordering process, developed, operated, and maintained by Kriddik LLC accessible via www.kriddik.com or another designated web site or IP address or ancillary services rendered to Subscriber by Kriddik LLC's, to which Subscriber is being granted access under this Agreement, including the Kriddik LLC Technology and the Content;
"System Administrator(s)" means those Users designated by Subscriber who are authorized to create User accounts and otherwise administer Subscriber's use of the Service;
"User(s)" means Subscriber's employees, representatives, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by Subscriber (or by Kriddik LLC at Subscriber's request).
Questions or Additional Information
If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to info (at) kriddik (dot) com.
Last updated: January 3, 2017
