Terms of Service
Thank you for your interest in Kendo. These terms of service (“Terms“) are a legally binding agreement between Kendo.com ltd (“Kendo”, “the Company”, “we” or “us”) and between you (“Licensee” or “you”) and constitute the legal basis for your access and use of Kendo’s proprietary online software which assists businesses to find business profiles through access to information regarding business professionals and companies (the “Data”) retained in Kendo’s B2B database (the “Database”), accessible on a Software as a Service basis, including through the use of an API, browser extension, or Kendo website (the “Solution”). The Solution, the Kendo website (www.kendoemailapp.com) (“Site”), and any feature, functionality, data, and content therein will be herein referred to as the “Services”.
Changes to the Terms.
We reserve the right to modify, change to, suspend, or discontinue, temporarily or permanently the Solution, Services or any portion of which (the “Changes”) with or without notice with no liability, at any time and for any reason, including without limitation any Changes which may be done automatically for the purpose of improving, enhancing or de-bugging versions of the Solution or other aspects of the Services.
We will notify you of any material change via the Site or Services (including without limitation by sending you an email notification) by any other form prior to those material changes becoming effective. Otherwise, any other, non-material change, will be effective upon the “last updated” date stated at the top of these Terms.
Your continued use of the Solution or Services, following any such revisions, constitutes your complete and irrevocable acceptance of such Changes. If you disagree with any part of the terms then you may not access the Service.
Modification of the Site.
We reserve the right to modify or discontinue the Site at any time, temporarily or permanently, without notice to you. We will have no liability whatsoever on account of any change to the Site or termination of your access to or use of the Site.
Kendo will provide reasonable support for the Services. Kendo created different tools to help users address frequently asked questions and additional technical and general support issues. In addition, Kendo tests frequent updates, maintenance, error shooting, and additional means in order to improve the Services.
However, Kendo does not undertake to keep operating any of the above and reserves the right to change, reduce, limit or terminate its maintenance and support efforts.
Intellectual Property Rights.
All intellectual property rights in the Database, the Solution and any part thereof, and any and all derivatives, changes, and improvements thereof lie exclusively with Kendo. Kendo profiles may reference links to other websites (the “Linked Sites”). Kendo neither endorses nor is affiliated with the Linked Sites and is not responsible for any of the content on the Linked Sites. Licensee shall not use any trade name, trademark, service mark, brand or logo of Kendo, or any link to a Kendo website, for any purpose other than in connection herewith, including, without limitation, in any communications using Data from Kendo, without Kendo’s prior written consent
Licensee shall not and shall not permit any other third party to: (i) attempt to interfere with the Solution, infiltrate, hack, reverse engineer, decompile, or disassemble the Solution or the Database; (ii) use the Data to compile similar databases or services; (iii) use the Solution to determine a consumer’s eligibility for credit or insurance for personal, family or household purposes, employment or governmental license or benefit or for any purpose covered by the Fair Credit Reporting Act; (iv) violate third parties’ rights to privacy and other rights; (v) use the Solution in any way which can be deemed to be stalking, offensive, abusive, defamatory, fraudulent or deceptive, threatening, advocating harassment or intimidation; (vi) use the Solution or the Data in violation of any applicable law or in any way which promotes illegal activities, including, without limitation, privacy and data protection and SPAM laws; (vii) disparage or misrepresent the capabilities or reputation of Kendo; and(viii) disclose the source of the Data provided by Kendo.
In any use of the Data, Licensee agrees to comply with all applicable data protection, security, marketing or privacy-related laws, statutes, directives or regulations, including but not limited to: (a) General Data Protection Regulation (“GDPR”) together with any amending or replacement legislation, any EU Member State or United Kingdom laws and regulations promulgated thereunder, (b) the California Consumer Privacy Act of 2018 and the California Consumer Privacy Act Regulations (“CCPA”) together with any amending or replacement legislation, (c) Brazil’s General Data Protection Law (“LGPD”), (d) Federal CAN-SPAM Act of 2003 and Canada’s Anti-Spam Legislation together withany amending or replacement legislation, and (e) and all other equivalent laws and regulations in any relevant jurisdiction relating to Personal Data and privacy, as each may be amended, extended or re-enacted from time to time. In case of any violation of the restrictions in this Section, Kendo may immediately suspend Licensee’s access to the Solution. In addition to any other damages it may be entitled to under the law, should Licensee or any person using the Solution through Licensee’s account knowingly breach any material term of this Agreement, Kendo shall have a right to injunctive relief, including attorneys’ fees and court costs, as required to cure the breach.
Each party represents and warrants that (i) these Terms and accompanying Purchase Orders issued pursuant to these Terms, constitute a legal, valid, and binding obligation, enforceable against it in accordance with the terms of this Agreement, and (ii) its execution and delivery of the Agreement and its performance hereunder will not violate any applicable law, rule or regulation. In addition, Licensee hereby represents and warrants that Licensee is not a data broker.
Licensee agrees to defend, indemnify and hold harmless Kendo, its directors, employees, and agents,from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) Licensee’s use of and access to the Services; (ii) Licensee’s violation of any term of these Terms; (iii) Licensee’s violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that Licensee’s acts or omissions caused damage to a third party.
Under no circumstances whatsoever will Kendo be liable in any way for any actions made with the Data by the Licensee, its employees, agents, partners, service providers sub-processors, or any other third party.
Disclaimer of Warranties.
KENDO PROVIDES THE SOLUTION AND THE DATA TO LICENSEE, ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE OR ACCURACY. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, KENDO DOES NOT WARRANT THAT THE SOLUTION, THE DATA, OR ANY SERVICES RELATED THERETO WILL BE DELIVERED OR PERFORMED ERROR-FREE OR WITHOUT INTERRUPTION. KENDO OPERATES AS A SEARCH PLATFORM. MOST OF THE INFORMATION IT PROVIDES IS NOT CREATED DIRECTLY BY KENDO, BUT IS RETRIEVED FROM THE WEB, AND AS SUCH, KENDO SHALL NOT HAVE ANY LEGAL LIABILITY OR RESPONSIBILITY FOR THE ACCURACY OR COMPLETENESS OF ANY DATA PROVIDED THROUGH USE OF THE SOLUTION. LICENSEE ASSUMES ALL RESPONSIBILITY AND RISK FOR LICENSEE’S USE OF THE SOLUTION AND THE DATA.
Limitation of Liability.
IN NO EVENT WILL KENDO BE LIABLE FOR LOST PROFITS, LOSS OF USE, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF THIS AGREEMENT, THE DPA, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, WHETHER OR NOT KENDO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR THE INDEMNITY OBLIGATIONS UNDER SECTION 10 OR FOR WILLFUL MISCONDUCT, KENDO’S MAXIMUM AGGREGATE LIABILITY UNDER, ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED $50
In order to ensure that you do not experience any interruption or loss of services, certain Paid Services include an automatic renewal option by default, according to which, such Paid Services will automatically renew upon the end of the applicable subscription period, for a renewal period equal in time to the original subscription period (excluding extended periods) and, unless otherwise notified to you, at the same price (subject to applicable Taxes changes and excluding any discount or other promotional offer provided for the first period) (“Renewing Paid Services”). For example, if the original subscription period for a Service is one year, each of its renewal periods (where applicable) will be for one year. Accordingly, where applicable, Kendo will attempt to automatically charge you the applicable Fees using the same means of payment, within up to two (2) weeks before such renewal period commences. In the event of failure to collect the Fees owed by you, we may in our sole discretion (but shall not be obligated to) retry to collect later, and/or suspend or cancel your User Account, without further notice.
This Agreement commences on the date of Fee payment by the Licensee, unless agreed otherwise in the applicable Purchase Order, shall continue in effect for the subscription period (the “Initial Term”) and for any successive subscription periods (each, a “Renewal Term”), (the Initial Term and any Renewal Term thereafter are collectively referred to as the “Term”).
You may request to terminate this Agreement (and the Services) at any time, in accordance with the instructions available on the Kendo Services. The effective date and time for such cancellation shall be the date and time on which you have completed the cancellation process on the Kendo Services, and the effective date for cancellation of Paid Services shall be at the end of such Paid Services’ subscription period.
Kendo may terminate this Agreement by giving written notice to Licensee if: (i) the Licensee materially breaches this Agreement and fails to cure the breach within seven days after being given written notice thereof; or (ii) the Licensee is judged bankrupt or insolvent, makes a general assignment for the benefit of its creditors, a trustee or receiver is appointed for such party or any petition by or on behalf of such party is filed under any bankruptcy or similar laws.
Upon termination or expiration of this Agreement for any reason whatsoever, Licensee will (i) immediately cease use of the Solution; and (ii) all payments will be accelerated and become due and payable.
Free and paid subscription Services.
These Terms are applicable to all users of the Services, whether such use is made under a free or paid subscription. Current pricing terms and services are maintained at kendoemailapp.com/Pricing.
Users who subscribe to paid Services must also review and agree to the terms of our Subscription Agreement at the time of subscription and at the time of any subsequent subscription modification. In the event of any conflict between these Terms and the Subscription Agreement, the Subscription Agreement will prevail.
This Agreement shall be governed by the laws of the State of Israel without regard to its conflict of laws provisions. Both parties further consent to the personal jurisdiction of and exclusive venue in competent courts in Tel Aviv, Israel, as the legal forum for any dispute between them.
The Services are offered by Kendo.com ltd. You may contact Kendo by emailing us at email@example.com.