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The Terms of Service (these “Terms” also referred to as this “Agreement”) govern your use of and access to the services and products sold via Supermarket Cashiers Terminal of Kuido Technologies, Inc or other platform provided by Kuido Technologies, Inc Ltd., (together with its Affiliates (as defined below), “Kuido Technologies, Inc”, “we”, “us” or “our”). By using any of the Services, you agree to be bound by these Terms, as updated from time to time. For the purpose of these Terms, an “Affiliate” means, with respect to an entity, any other entity that controls, is controlled by, or is under common control with such entity, directly or indirectly. For the purposes of clarity, Affiliates include: Kuido Technologies, Inc Ltd., Kuido Technologies, Inc, Inc., and Kuido Technologies, Inc UK Limited.
The terms “you,” “your” and “Client” and “Customer” will refer to you. To be eligible to register for a customer account in order to use the Services, you must review and accept these Terms by clicking on the “I Accept” or “Get Started” button or other mechanism provided by the applicable platform. If you are registering for a customer account in order to use the Services on behalf of an organization, then you are agreeing to these Terms for that organization and promising to Kuido Technologies, Inc that you have the authority to bind that organization to these Terms (and, in which case, the terms “you” and “your” and “Client” or “Customer” will refer to that organization). You must be 18 years or older to use the Services.
BY ENTERING INTO THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THESE TERMS OF SERVICE, YOU ARE NOT PERMITTED TO USE THE SERVICES.
1.1. “Customer Data” means the data created, input or submitted by you or your End Users in connection with your using the Services of Kuido Technologies, Inc or facilitating your use of the Services.
1.2. “Kuido Technologies, Inc Platform” means the software program supplied by Kuido Technologies, Inc to you, including when obtained via Kuido Technologies, Inc or another platform.
1.3. “Services” means the services presently being offered by Kuido Technologies, Inc. These services include using Kuido Technologies, Inc software to retrieve End User information from End User Communications, viewing data available from the End User Communications, and using Kuido Technologies, Inc’s platform to send messages to End Users through SMS and MMS messages.
1.4. “Communications” means any type of communication that might be sent by you to any End User.
1.5. “End User” means an individual who interacts with you or your affiliates or agents through the Services.
1.6. “End User Communications” mean the End User emails, SMS and MMS messages, and information submitted through the Services.
1.7. “Subscription Fees” are the fees that you pay to use the Services.
1.8. “Laws” means any applicable laws, rules, and regulations, including, but not limited to, the Telephone Consumer Protection Act and those laws, rules, and regulations applicable to data privacy and use and consumer protection, the Telemarketing and Consumer Fraud and Abuse Prevention Act, the Do-Not-Call Implementation Act, the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003, the Children’s Online Privacy Protection Act (“COPPA”), the Federal Trade Commission Act, the California Consumer Privacy Act (“CCPA”), other state privacy, data security and breach notification Laws, state consumer protection Laws. For purposes of this Agreement, Laws also include the Cellular Telecommunications Industry Association (CTIA) Messaging Principles and any other applicable self-regulatory rules or codes of conduct, as amended from time to time, including, without limitation, such rules and guidelines issued by the Mobile Marketing Association and telecommunications providers.
2.1. Acceptable Use. You may not, and may not permit any third party to, use the Kuido Technologies, Inc Platform or Services in violation of (a) any applicable Laws, rules, and regulations, including, but not limited to, the Telephone Consumer Protection Act and those Laws, rules, and regulations applicable to data privacy and use and consumer protection; (b) the CTIA Messaging Principles and Best Practices Guidelines; or (c) the CTIA Short Code Monitoring Handbook.
2.2. Marketing Programs. You shall be responsible for ensuring that all programs used in in connection with the Kuido Technologies, Inc Platform or Services (including marketing, advertising or promotional campaigns, contests, drawing, or lotteries, etc.) (“Marketing Programs”), including the administration thereof, comply with all applicable Laws, rules, and regulations.
2.3. Enforceable Terms of Service. You shall be responsible for ensuring that all End Users who are engaged by you through the Kuido Technologies, Inc Platform are required to agree to the your terms of service (the “End User Terms of Service”) and that you at all times have in effect enforceable End User Terms of Service related to the sending of SMS/MMS messages. You agree that you accept full legal responsibility for the End User Terms of Service and have been advised to obtain independent legal counsel before implementing the model End User Terms of Service or any variation thereof.
2.4. Telephone Consumer Protection Act (“TCPA”). You are solely responsible and liable for ensuring that your use of the Kuido Technologies, Inc Platform or the Services comply with the TCPA, 47 U.S.C. § 227 et seq., and all implementing rules, orders, and regulations of the Federal Communications Commission, 47 C.F.R. § 64.1200 et seq., and the Federal Trade Commission, 16 C.F.R. § 310, including, without limitation, ensuring that all phone numbers and other personal information used in connection with the Kuido Technologies, Inc Platform or the Services have been collected in accordance with the TCPA, ensuring that sufficient notice and consent have been received and maintained by you in connection with your use of the Kuido Technologies, Inc Platform or the Services under the Agreement, and for the preparation and distribution of all messages, content, and other materials delivered to your End Users and other recipients by and through the Kuido Technologies, Inc Platform or the Services.
2.5. Controlling the Assault of Non-Solicited Pornography and Marketing Acts (“CAN-SPAM”). You are solely responsible and liable for ensuring that your use of the Kuido Technologies, Inc Platform or the Services comply with the CAN-SPAM Act, 15 U.S.C. §§7701-7713.
2.6. Prohibited Content. You acknowledge and agree to not hold Kuido Technologies, Inc liable for any prohibited content that you or your End Users send over the Kuido Technologies, Inc Platform or via Kuido Technologies, Inc’s Services, including, but not limited to any content that, in Kuido Technologies, Inc’s discretion determines is or could be interpreted to be infringing, defamatory or otherwise objectionable, unlawful, harmful, threatening, abusive, harassing, vulgar, offensive, obscene, pornographic, hateful, or promoting discrimination, bigotry or racism. In addition to, and without limitation to, the terms listed above, you acknowledge that Kuido Technologies, Inc prohibits any use of the Kuido Technologies, Inc Platform or the Services in connection with any of the following types of content:
2.7. Age Restriction. In order to use the Kuido Technologies, Inc Platform and/or the Services, you must be eighteen (18) years of age or older. You acknowledge and agree that you are not under the age of eighteen (18) years and you are of adult age in your jurisdiction and is permitted by that jurisdiction’s applicable law to use the Kuido Technologies, Inc Platform and the Services. You also agree that you will not knowingly permit an End User under the age of eighteen (18) years to use the Kuido Technologies, Inc Platform without parental consent.
2.8. Communications Equipment. You are responsible for obtaining and maintaining all of the hardware, software, and services that you may need to access and use the Kuido Technologies, Inc Platform and the Services. Without limiting the foregoing, you must obtain and maintain, and pay all charges, taxes, and other costs and fees related to, Internet access, telephone, computer, and other equipment, and any communications or other charges incurred by your to access and use the Kuido Technologies, Inc Platform and the Services.
2.9. Passwords. You are responsible for protecting and safeguarding any keys, certificates, passwords, access codes, Customer IDs, or other credentials and login information (collectively, “Passwords”) that have been provided to you or that are generated in connection with your use of the Kuido Technologies, Inc Platform and the Services. You will not disclose or make available any Passwords other than to your authorized employees and shall use all commercially reasonable efforts to prevent unauthorized access to, or use of, the Passwords, the Kuido Technologies, Inc Platform, or the Services. You are solely and fully responsible for all activities that occur in connection with your Passwords. Without limiting the foregoing, you are responsible for all charges and liabilities applicable to data and information transmitted to and stored under your account on the Kuido Technologies, Inc Platform. In the event you believe the Passwords have been compromised, you are solely responsible for notifying Kuido Technologies, Inc immediately by emailing such notice to support@Kuido Technologies, Inc.com
2.10. Changes to Service. Kuido Technologies, Inc has the right to change, modify, update, add to, discontinue, or retire any aspect or feature of the Kuido Technologies, Inc Platform or the Services including, but not limited to, equipment needed for access or use, and the type and size of files that can be stored or transmitted. Kuido Technologies, Inc may provide notice of material changes to the Kuido Technologies, Inc Platform or the Services by posting them on the Kuido Technologies, Inc Website. It is your responsibility to check the Kuido Technologies, Inc Website periodically to be informed of any changes. You understand and agree that Kuido Technologies, Inc may change the telephone number(s) and/or the credit card payment processing system. You agree that Kuido Technologies, Inc will not be liable for damages (including consequential or special damages) arising out of any such change and you hereby waive any claims with respect to any such change, whether based on contractual, tort, or other grounds.
2.11. Termination of Service. Kuido Technologies, Inc shall be entitled, without liability to you, to immediately suspend, terminate or limit your access to the Kuido Technologies, Inc Platform and/or the Services at any time in the event (a) that Kuido Technologies, Inc determines, in its sole discretion, that the Kuido Technologies, Inc Platform or the Services are being used in violation of applicable Laws including federal, state or local law or ordinances, this Agreement, the Kuido Technologies, Inc Privacy Policy, or any agreement applicable to the Kuido Technologies, Inc Platform or the Services; (b) you are using the Kuido Technologies, Inc Platform or Services in connection with purchased, leased, transferred, rented, or stolen database(s) of phone numbers or otherwise do not have the consent of the End Users to receive a Communication; (c) that Kuido Technologies, Inc, in its sole discretion, determines that the Kuido Technologies, Inc Platform and/or the Services are being used in an unauthorized, inappropriate, or fraudulent manner including but not limited to circumstances: (i) where your use of the Platform and/or the Services is resulting in a high rate of unsubscribe requests or where Kuido Technologies, Inc determines in its sole discretion that you are sending unsolicited Communications; or (ii) where Kuido Technologies, Inc suspects you are falsely representing yourself and/or attempting to send or sending Communications in an attempt to gain access to personal data (e.g. phishing attempts); (d) that Kuido Technologies, Inc determines that the use of the Kuido Technologies, Inc Platform and/or the Services adversely affect Kuido Technologies, Inc’s equipment or service to others; (e) Kuido Technologies, Inc is prohibited by an order of a court or other governmental agency from providing the Kuido Technologies, Inc Platform or the Services; (f) of a denial of service attack or any other event which Kuido Technologies, Inc determines, in its sole discretion, may create a risk to the Kuido Technologies, Inc Platform and/or the Services or to any other customers if your access to the Kuido Technologies, Inc Platform and/or the Services were not suspended; or (g) of a security incident or other disaster that impacts the Kuido Technologies, Inc Platform and/or the Services or the security of Customer Data. In addition, Kuido Technologies, Inc shall have the right to immediately deny or suspend access to the Kuido Technologies, Inc Platform or the Services in the event (i) Kuido Technologies, Inc is not paid any amount due in connection with the Services; or (ii) you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors by written notice; or (iii) your breach or alleged breach of this Agreement. Kuido Technologies, Inc shall have no liability for any damages, liabilities, or losses as a result of any suspension, limitation, or termination of your right to use the Kuido Technologies, Inc Platform and/or the Services in accordance with this Agreement, and any suspension, limitation, or termination of your right to use the Kuido Technologies, Inc Platform and/or the Services shall be in addition to and not in lieu of any equitable remedies available to Kuido Technologies, Inc.
2.13. Refusal of Service. Kuido Technologies, Inc reserves the right to refuse service to any person or entity for any reason which Kuido Technologies, Inc, in its sole discretion, deems to be appropriate.
2.14. Reservation of Rights. Kuido Technologies, Inc reserves the right to determine any violation of this Section 2 at its sole discretion.
3.1. Order Form. Each Order Form is hereby incorporated into this Agreement by reference and is subject to the terms and conditions of this Agreement; provided, however, that in the event of conflict with the terms contained in any Order Form, the terms contained in this Agreement shall control. In the event of any conflict between the terms and conditions of this Agreement or an Order Form and any Customer-issued order form or purchase order, the terms and conditions of this Agreement and the applicable Order Form shall control.
3.2. Subscription Term.
3.3. Payment Processing. Kuido Technologies, Inc will charge you the Subscription Fees and applicable taxes for the Kuido Technologies, Inc Platform and Services rendered in advance of each billing period on or after the first day of such billing period. If you are paying by credit card or electronic check, (a) you hereby irrevocably authorize Kuido Technologies, Inc to charge the credit card or other payment method provided (each a “Payment Method”) for any such amounts when due; (b) amounts due will be automatically charged in advance; and (c) if your credit card expires or is declined, you hereby give Kuido Technologies, Inc permission to submit the credit card charge with a later expiration date and/or suspend your access to the Kuido Technologies, Inc Platform and the Services until a new method of payment is provided. Kuido Technologies, Inc reserves the right to have you complete a credit application to determine your creditworthiness as a condition of receiving further Services.
3.4. Recurring Billing. By starting your Kuido Technologies, Inc subscription and providing or designating a Payment Method, you authorize Kuido Technologies, Inc to charge you a subscription fee at the then-current rate, and any other charges you may incur in connection with your use of the Kuido Technologies, Inc subscription service to your Payment Method. You acknowledge that the amount billed each period may vary for reasons that may include differing amounts due to promotional offers, promotional code redemption, and/or changing or adding a plan, and you authorize Kuido Technologies, Inc to charge your Payment Method for such varying amounts.
3.5. Billing Disputes. In the event you would like to dispute any bill you received from Kuido Technologies, Inc, you acknowledge and agree to provide Kuido Technologies, Inc with written notice within fourteen (14) calendar days of delivery of the billing statement. If any issues or disputes are not received within this timeframe, you waive your right to said dispute. Any billing dispute is further governed by Section 13 (Dispute Resolution).
3.6. Late Payments. Late payments, including those resulting from credit card declines that you fail to resolve within five (5) business days of being informed of the decline, will accrue interest at a rate of one and one-half percent (1.5%) per month, or the highest rate allowed by applicable law, whichever is lower.
3.7. Collection of Subscription Fees Owed. If Kuido Technologies, Inc must initiate a collection process to recover Subscription Fees due and payable hereunder, Kuido Technologies, Inc shall be entitled to recover from you all costs associated with such collection efforts, including, but not limited to, reasonable attorneys’ fees.
4.1. Cancellation by Kuido Technologies, Inc. Kuido Technologies, Inc may immediately cancel your Subscription Term without notification to you under the following circumstances:
4.2. Cancellation by Kuido Technologies, Inc Without Cause. Upon Kuido Technologies, Inc canceling your subscription to the Kuido Technologies, Inc Platform and the Services without cause, you may be entitled to a pro-rata refund of any pre-paid and unused Subscription Fees advanced to Kuido Technologies, Inc.
4.3. Cancellation by You. You may cancel your subscription at any time through the Kuido Technologies, Inc Platform or by providing written notice to Kuido Technologies, Inc at least five (5) business days prior to the expiration of the then-current Subscription Term. You will continue to have access to the Kuido Technologies, Inc subscription service through the end of your billing period. KUIDO TECHNOLOGIES, INC DOES NOT PROVIDE REFUNDS OR CREDITS FOR ANY CANCELLATIONS THAT OCCUR BEYOND THE INITIAL 30 DAYS.
5.1. Your Access. Subject to the terms and conditions of this Agreement, during the Subscription Term, you may access and use the Kuido Technologies, Inc Platform solely for the purposes of accessing and using the Services. Kuido Technologies, Inc reserves all rights not expressly granted and no such additional rights may be implied.
5.2. Ownership. You acknowledge that (a) all right, title, and interest in and to the Kuido Technologies, Inc Platform and the Services, and all patents, copyrights, trade secrets, trademarks, trade names, service marks, slogans, logos, other trade-identifying symbols, and other proprietary and intellectual property rights embodied therein or associated therewith, are and shall remain with Kuido Technologies, Inc or its third-party licensors; (b) no right or interest in the Kuido Technologies, Inc Platform or the Services or the numbers captured is conveyed other than the limited license granted hereunder; and (c) the Kuido Technologies, Inc Platform and the Services are protected by copyright and other intellectual property laws.
5.3. Restrictions. Unless Kuido Technologies, Inc grants you permission, you shall not, and shall not permit any third party to: (a) sell, transfer, lend, provide or otherwise make available, or disclose to third parties the Kuido Technologies, Inc Platform, the Services, or any components thereof; (b) obscure, alter, or remove any notice of any copyright, trademark, trade name, service mark, logo, or other intellectual property or proprietary right designation appearing on or contained with the Kuido Technologies, Inc Platform, the Services, or any documentation or Kuido Technologies, Inc materials related thereto; (c) modify or alter, copy, publish, exchange, trade, broadcast, or create derivative works based on the Kuido Technologies, Inc Platform or Kuido Technologies, Inc’s Services; (d) “frame” or “mirror” any content forming part of the Kuido Technologies, Inc Platform or Kuido Technologies, Inc’s Services; (e) reverse engineer, decompile, disassemble, decode, or otherwise attempt to discover the source code of the Kuido Technologies, Inc Platform; (f) bypass, delete, or disable any copy protection mechanisms or any security mechanisms on the Kuido Technologies, Inc Platform; or (g) access the Kuido Technologies, Inc Platform or Kuido Technologies, Inc’s Services in order to (i) build a competitive product or service, (ii) translate the Kuido Technologies, Inc Platform or otherwise attempt to learn the source code, structure, algorithms, or internal ideas underlying the Kuido Technologies, Inc Platform, or (iii) copy any ideas, features, functions, or graphics of the Kuido Technologies, Inc Platform or Kuido Technologies, Inc’s Services. In addition to these restrictions, you shall take all reasonable precautions to prevent unauthorized or improper use of the Kuido Technologies, Inc Platform or the Services.
6.1. Pursuant to your use of the Kuido Technologies, Inc Platform and the Services, you grant Kuido Technologies, Inc, its Affiliates and any third-party partner website(s) a non-exclusive, transferable, royalty-free license during and after the Subscription Term to use your trademarks, trade names, service marks, slogans, logos, other trade-identifying symbols, and all other marketing or promotional content provided by you to Kuido Technologies, Inc (“Customer Marketing Content”) in connection with the advertising, promotion, and sale of your products, services, or business, and to sublicense such Customer Marketing Content to third parties in connection with the provision of such Services. You further acknowledge and agree that Kuido Technologies, Inc or its sublicensees may modify Customer Marketing Content in order to effectively provide the Services ordered in Kuido Technologies, Inc’s reasonable discretion, provided that no modifications shall materially alter the terms of any Customer Marketing Content without your prior written consent.
6.2. You grant Kuido Technologies, Inc a perpetual, non-exclusive, non-transferable, royalty-free, worldwide right and license to use Customer Marketing Content on the Kuido Technologies, Inc Website & Platforms and to identify you on the Kuido Technologies, Inc Website & Platforms as one of its customers. In addition, you grant to Kuido Technologies, Inc the right to use Customer Marketing Content and any performance data related to your use of the Kuido Technologies, Inc Platform and the Services in case studies, slide decks, and any other marketing materials. If you provide Kuido Technologies, Inc with feedback or suggestions regarding the Services or other offerings, Kuido Technologies, Inc may use the feedback or suggestions without restriction or obligation.
6.3. All Communications become the property of Kuido Technologies, Inc and may be published (except personal information) by Kuido Technologies, Inc in any manner that Kuido Technologies, Inc deems to be appropriate, including via all forms of media and publication. you are solely responsible for the content of all Communications, including any violation of copyright, privacy, fraud or other applicable Laws and regulations. You acknowledge and agree to hold Kuido Technologies, Inc harmless and to defend and indemnify Kuido Technologies, Inc in accordance with Section 11 (Indemnification) from any civil actions filed or threatened to be filed by any third party or entity who alleges that your Communications support a legal cause of action.
8.1. Customer Data. Kuido Technologies, Inc warrant that is the owner or legal custodian of, or otherwise has the right to provide to Kuido Technologies, Inc, all programs, data, information and other content transmitted via the Kuido Technologies, Inc Platform and hosted through the Services, including, without limitation, End User Data (as defined below) and the Customer Marketing Content (collectively, the “Customer Data”) and have the full authority to transmit and store the Customer Data through the Kuido Technologies, Inc Platform and the Services. You hereby authorize the storage of Customer Data by Kuido Technologies, Inc through the Kuido Technologies, Inc Platform and the Services. Kuido & you acknowledge that bear sole responsibility for adequate security, protection, and backup of the Customer Data on your equipment. You understand that the Services may store and backup files that are no longer usable due to corruption from viruses, software malfunctions, and other causes, which might result in you restoring files that are no longer usable. Without limiting the generality of this Section 8, Kuido Technologies, Inc will have no liability to you for any unauthorized access to, or use, alteration, corruption, deletion, destruction, or loss of any Customer Data on your equipment.
8.2. End User Data. In connection with Kuido Technologies, Inc’s performance of the Services, Kuido Technologies, Inc may collect online data from you through the Kuido Technologies, Inc Platform regarding your End Users (the “End User Data”). Further, you acknowledge that such End User Data may include personal information of your End Users, as well as data relating to End User Communications.. If you cancel your account with Kuido Technologies, Inc or become inactive due to past-due amounts, you agree that Kuido Technologies, Inc may delete all End User Data after a period of time. To the extent that any privacy or data protection laws impose an obligation upon Kuido Technologies, Inc to comply with an individual’s request for access to or correction of their personal information that is End User Data, you agree that you shall satisfy such obligations. You agree that it may be necessary for Kuido Technologies, Inc to access End User Data to respond to your request for assistance with any technical problems and/or queries. You shall hold Kuido Technologies, Inc, its subcontractors, suppliers, and licensors harmless from any and all privacy or data protection claims relating to such access. Kuido Technologies, Inc may transfer End User Data to its successor or acquirer in a merger, acquisition or other consolidation, including without limitation the sale of all or substantially all of Kuido Technologies, Inc’s or an Affiliate’s stock or assets or business to which this Agreement applies.
9.1. Mutual Warranties.
Each party represents and warrants that: (a) it has the legal power to enter into the Agreement; (b) the signatory hereto has the authority to bind the Customer; and (c) when executed, the Agreement will constitute the legal, valid, and binding obligation of each party, enforceable in accordance with the terms listed hereto.
9.2. Customer Warranties.
You represent and warrant that: (a) the Customer Data does not and will not infringe on any copyright, patent, trade secret, or other proprietary right held by any third party and was not and will not be gathered or used by you in a manner that violates applicable Laws; (b) the you are solely responsible for Customer Data, including, without limitation, the security of such Customer Data; (c) you have the necessary rights and licenses, consents, permissions, waivers, and releases to use the Customer Data and to enable Kuido Technologies, Inc to use and disclose to you the Customer Data as intended by the parties under this Agreement, the Kuido Technologies, Inc Privacy Policy, and the terms of any applicable Order Forms; (c) without limiting the generality of the foregoing, you will send Communications only to individuals from whom you have obtained the legally required consent to do so; and (d) you will not use the Kuido Technologies, Inc Platform in a manner that violates applicable Laws, including, but not limited to, the Telephone Consumer Protection Act, the Children’s Online Privacy Protection Act, or similar state and federal laws.
10.1. EXCEPT AS SET FORTH IN SECTION 9.1 (Mutual Warranties), EACH APPLICATION, ACCESS THERETO, THE DOCUMENTATION, AND ANY SERVICES PROVIDED HEREUNDER ARE PROVIDED ON AN “AS IS” BASIS, AND KUIDO TECHNOLOGIES, INC, ITS AFFILIATES AND ITS AGENTS: (A) DO NOT MAKE, AND HEREBY EXPRESSLY DISCLAIM, ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUALITY, ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE; (B) DO NOT WARRANT THAT ACCESS TO ANY APPLICATION WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY INFORMATION, SOFTWARE, OR OTHER MATERIAL ACCESSIBLE OR PROVIDED THROUGH ANY APPLICATION IS ACCURATE, COMPLETE, OR FREE OF VIRUSES OR OTHER HARMFUL CONTENTS OR COMPONENTS; AND (C) SHALL IN NO EVENT BE LIABLE TO CUSTOMER OR ANYONE ELSE FOR ANY INACCURACY, ERROR, OR OMISSION IN, OR LOSS, INJURY, OR DAMAGE (INCLUDING LOSS OF DATA) CAUSED IN WHOLE OR IN PART BY, OR FAILURES, DELAYS, OR INTERRUPTIONS OF ANY APPLICATION, DOCUMENTATION, OR SERVICES. IF ANY WARRANTY DISCLAIMER IN THIS SECTION IS INVALID, ILLEGAL, OR UNENFORCEABLE IN ANY JURISDICTION, SUCH INVALIDITY, ILLEGALITY, OR UNENFORCEABILITY SHALL NOT AFFECT ANY OTHER WARRANTY DISCLAIMER OR PROVISION OF THIS SECTION OR INVALIDATE OR RENDER UNENFORCEABLE SUCH WARRANTY DISCLAIMER IN ANY OTHER JURISDICTION.
11.1. You shall indemnify, hold harmless, and defend Kuido Technologies, Inc and any of its officers, directors, employees, or affiliates against any and all losses, liabilities, claims, causes of action, demands, or damages of every kind brought by a third party, including all judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including expenses of litigation or arbitration, court or arbitration costs and attorneys' fees and other professional fees that Kuido Technologies, Inc may incur as a result of such third-party claims, demands, or causes of action (collectively, “Losses”) that relate to or arise out of (a) your use of the Kuido Technologies, Inc Platform or Services in alleged violation of this Agreement or applicable Law; (b) any of your acts or omissions related to this Agreement, or (c) any claim that Customer Data infringes or misappropriates the intellectual property rights of a third party.
11.2. Your indemnification obligations shall apply regardless of who may be at fault or otherwise responsible under any statute, rule, or theory of law, including but not limited to theories of strict liability, including but not limited to claims relating to the Telephone Consumer Protection Act, the Children’s Online Privacy Protection Act, or similar state and federal laws, and even though the subject loss, damage, or injury may have been caused in whole or in part by the concurrent, active, or passive negligence of Kuido Technologies, Inc or a defect in the Kuido Technologies, Inc Platform or the Services.
11.3. Procedures. Your obligations in this Section are subject to receiving (a) prompt written notice of the claim, (b) the exclusive right to control and direct the investigation, defense and settlement of the claim and (c) all reasonably necessary cooperation of Kuido Technologies, Inc, at your expense for reasonable out-of-pocket costs. You may not settle any claim without the Kuido Technologies, Inc’s prior written consent if settlement would require the Kuido Technologies, Inc to admit fault or take or refrain from taking any. Kuido Technologies, Inc may participate in a claim with its own counsel at its own expense.
12.1. Disclaimer. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, KUIDO TECHNOLOGIES, INC WILL NOT HAVE ANY LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM YOUR USE OF THE KUIDO TECHNOLOGIES, INC PLATFORM AND/OR SERVICES THAT KUIDO TECHNOLOGIES, INC PROVIDES TO YOU, WHETHER THE CAUSE OF ACTION BE BASED ON TORT, BREACH OF CONTRACT, OR ANY OTHER LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, PUNITIVE, ACTUAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY NATURE OR DUE TO ANY CAUSE OF ANY NATURE. BY ENTERING INTO THIS AGREEMENT, YOU ACKNOWLEDGE AND AGREE TO HOLD KUIDO TECHNOLOGIES, INC HARMLESS FROM ANY LOSS OR HARM OF ANY NATURE DUE TO YOUR USAGE OF THE KUIDO TECHNOLOGIES, INC PLATFORM AND/OR SERVICES THAT KUIDO TECHNOLOGIES, INC PROVIDES TO YOU, WHETHER DIRECTLY OR INDIRECTLY. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
13.1. If you reside outside of U.S. or your business is located outside of U.S.: If the Kuido Technologies, Inc contracting entity is Kuido Technologies, Inc UK Limited, then the Agreement shall be governed by and construed in accordance with the Laws of England and Wales, without regard to the principles of conflict of law. If the contracting entity is Kuido Technologies, Inc, the Agreement shall be governed by and construed in accordance with the Laws of Bulgaria without regard to the principles of conflict of law therein. Regardless of the contracting entity, the application of the United Nations Convention of Contracts for the International Sale of Goods or other international laws is expressly excluded.
13.2. If you reside in the US or your business is located in the US: You and we agree to arbitrate any claim, cause of action, or dispute between you and us that arises out of or relates to any access or use of the Services for business or commercial purposes (“commercial claim”). This provision does not cover any commercial claims relating to violations of your or our intellectual property rights, including, but not limited to, copyright infringement, patent infringement, trademark infringement, or efforts to interfere with our Services or engage with our Services in unauthorized ways.
13.3. We and you agree that, by entering into this arbitration provision all parties are waiving their respective rights to a trial by jury or to participate in a class or representative action. THE PARTIES AGREE THAT EACH MAY BRING COMMERCIAL CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING. You may bring a commercial claim only on your own behalf and cannot seek relief that would affect other parties. If there is a final judicial determination that any particular commercial claim (or a request for particular relief) cannot be arbitrated in accordance with this paragraph’s limitations, then only that commercial claim (or only that request for relief) may be brought in court. All other commercial claims (or requests for relief) remain subject to this paragraph. The Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision. All issues are for an arbitrator to decide, except that only a court may decide issues relating to the scope or enforceability of this arbitration provision or the interpretation of the prohibition of class and representative actions. If any party intends to seek arbitration of a dispute, that party must provide the other party with notice in writing. This notice of dispute to us must be sent to the following address:
Kuido Technologies, Inc, Inc.
5765 NW 84th Ave,
Doral, Florida 33166
13.4. The arbitration will be governed by the AAA’s Commercial Arbitration Rules (“AAA Rules”), as modified by these Terms, and will be administered by the AAA. If the AAA is unavailable, the parties will agree to another arbitration provider or the court will appoint a substitute. The arbitrator will not be bound by rulings in other arbitrations in which you are not a party. To the fullest extent permitted by applicable law, any evidentiary submissions made in arbitration will be maintained as confidential in the absence of good cause for its disclosure. The arbitrator’s award will be maintained as confidential only to the extent necessary to protect either party’s trade secrets or proprietary business information or to comply with a legal requirement mandating confidentiality. Each party will be responsible for paying any AAA filing, administrative and arbitrator fees in accordance with AAA Rules, except that we will pay for your filing, administrative, and arbitrator fees if your commercial claim for damages does not exceed $75,000 and is non-frivolous (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you do not wish to be bound by this provision (including its waiver of class and representative claims), you must notify us as set forth below within 30 days of the first acceptance date of any version of these Terms containing an arbitration provision. Your notice to us under this subsection must be submitted to the address above.
13.5. All commercial claims between us, whether subject to arbitration or not, will be governed by New York law, excluding New York’s conflict of laws rules, except to the extent that New York law is contrary to or preempted by federal law. If a commercial claim between you and us is not subject to arbitration, you agree that the claim must be resolved exclusively in the U.S. District Court for the Southern District of New York or a state court located in New York, NY, and that you submit to the personal jurisdiction of either of these courts for the purpose of litigating any such claim. If any term or provision of this Section is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Section or invalidate or render unenforceable such term or provision in any other jurisdiction. If for any reason a Dispute proceeds in court rather than in arbitration, the parties hereby waive any right to a jury trial.
14.1. No failure, delay or default in performance of any obligation of a party (other than a payment obligation) shall constitute an event of default or breach of this Agreement to the extent that such failure to perform, delay or default arises out of a cause, existing or future, that is beyond the control of such party, including action or inaction of governmental, civil or military authority; fire; strike, lockout or other labor dispute; flood, terrorist act; war; riot; theft; epidemic, pandemic or quarantine; earthquake, tornado or other natural disaster; failure or diminishment of power or telecommunications or data networks or services; distributed denial of service (DDoS) or other cyberattacks; or refusal of a license by a government agency. The party affected by such cause shall take all reasonable actions to minimize the consequences of any such cause.
14.2. Assignment. You may not assign your rights or delegate any obligations pursuant to this Agreement without the express prior written consent of Kuido Technologies, Inc. Any assignment by you without the prior written consent of Kuido Technologies, Inc shall be null and void. Kuido Technologies, Inc may assign its rights or obligations pursuant to this Agreement without providing notice to you and without your prior consent, provided, however, that the Services shall continue to operate as specified in this Agreement. This Agreement shall inure to the benefit of each party’s successors and assigns.
14.3. Independent Contractor Relationship. Neither you nor Kuido Technologies, Inc shall be deemed to be an agent of the other and the relationship of you and Kuido Technologies, Inc shall be that of independent contractors. Neither you nor Kuido Technologies, Inc shall have any right or authority to assume any obligations, or to make any representations or warranties, whether express or implied, on behalf of the other party, or to bind the other party in any matter whatsoever.
14.4. Notices. Any notice or report required or permitted to be given or made under this Agreement by either party will be in English, in writing, and be deemed to have been fully given and received (a) when delivered personally; (b) five (5) business days after having been sent by registered or certified mail, return receipt requested, postage prepaid; (c) one (1) business day after deposit with a commercial overnight carrier, with written verification of such receipt; or (d) to the extent expressly permitted in this Agreement, one (1) business day after being sent via email. Notices will be sent to the parties at the addresses set forth in this Agreement or such other address as a party may specify in writing to the other. All notices to Kuido Technologies, Inc must be made to the address listed below and all notices to you must be made to the mailing or email address of your primary contact with Kuido Technologies, Inc. Kuido Technologies, Inc Notice Address: ATTN: Kuido Technologies, Inc Legal, 400 Lafayette Street, 4th Floor, New York, NY 10003, legal@Kuido Technologies, Inc.com. Kuido Technologies, Inc may send notices or messages through the Kuido Technologies, Inc Platform or by posting notices or messages on the Kuido Technologies, Inc Website to inform you of changes to the Kuido Technologies, Inc Platform and/or the Services or other matters of importance; Kuido Technologies, Inc may also inform Customer of such broadcast by e-mail or by SMS/MMS/text message or by postal mail.
14.5. Support. For Customer support, please email support@Kuido Technologies, Inc.com. In providing support, Kuido Technologies, Inc or a Kuido Technologies, Inc agent may use a variety of tools to aid in the process of resolving your issue and may request that you provide additional information in order to resolve these issues. You hereby grant Kuido Technologies, Inc and such agent the right to use those tools and any information Customer provides to Kuido Technologies, Inc in order to provide Customer with support.
14.6. Waiver. The waiver by either party of any breach of any provision of this Agreement does not waive any other breach. The failure of any party to insist on strict performance of any covenant or obligation in accordance with this Agreement will not be a waiver of such party’s right to demand strict compliance in the future, nor will the same be construed as a novation of this Agreement.
14.7. Entire Agreement. This Agreement, the Kuido Technologies, Inc Privacy Policy, and any applicable Order Forms set forth the complete understanding of the parties with respect to the subject matter hereof and supersede all prior understandings and communications relating thereto. No term or condition of any other document provided to or by Kuido Technologies, Inc or you which is different from, inconsistent with, or in addition to the terms and conditions set forth herein will be binding upon Kuido Technologies, Inc.
14.8. Modification. Kuido Technologies, Inc may modify this Agreement or any policy or other terms referenced in this Agreement, including, but not limited to, the Kuido Technologies, Inc Privacy Policy, at any time by posting a revised version of this Agreement or the Kuido Technologies, Inc Privacy Policy on the Kuido Technologies, Inc Website. Unless otherwise set forth in this Agreement, all revised terms shall be effective (a) fifteen (15) calendar days after Kuido Technologies, Inc notifies you of the changes; or (b) upon your acceptance of the revised terms via any approval mechanism, such as a click-through confirmation or acceptance button, provided by Kuido Technologies, Inc, whichever occurs first. Continued performance by Kuido Technologies, Inc of its obligations hereunder is adequate consideration for any such revisions. By continuing to use or receive access to the Kuido Technologies, Inc Platform or the Services after the effective date of any revisions to this Agreement, you agree to be bound by the revised Agreement. It is your responsibility to check the websites listed herein regularly for changes to this Agreement, as applicable. If you disagree with any modifications to this Agreement, your sole and exclusive remedy shall be to terminate the receipt of Services in accordance with Section 4.3 herein (Cancellation by You).
14.9. Severability. Should any term and condition hereof be declared illegal or otherwise unenforceable, it shall be severed from the remainder of this Agreement without affecting the legality or enforceability of the remaining portions.
14.10. Survival. Section 4 (Order Form, Subscription Term, Subscription Fees, and Payment), Section 11 (Indemnification), Section 12 (Limitation of Liability), Section 13 (Dispute Resolution), and Section 14 (General) shall survive the termination or expiration of this Agreement.
This section relates to your ability as a customer of Kuido Technologies, Inc to opt-in to receiving SMS/MMS and text message communications from Kuido Technologies, Inc
15.1. The Customer Program. Kuido Technologies, Inc offers a mobile messaging program (the “Customer Program”), which you agree to use and participate in subject to these Customer Mobile Messaging Terms and Conditions and Privacy Policy (the “Customer SMS Agreement”). By opting in to or participating in a Customer Program, you accept and agree to these terms and conditions, including, without limitation, your agreement to resolve any disputes with us through binding, individual-only arbitration, as detailed in the “Dispute Resolution” section above. This Customer SMS Agreement is limited to the Customer Program and is not intended to modify other Terms and Conditions or Privacy Policy that may govern the relationship between you and Kuido Technologies, Inc in other contexts. Without limiting the scope of the Customer Program, users that opt into the Program can expect to receive messages concerning Kuido Technologies, Inc's services, including performance metrics, tips, alerts, promotions and other notifications.
15.2. Customer Opt In. The Customer Program allows customers to receive SMS/MMS mobile messages by affirmatively opting into the Customer Program, such as through Directly at the Cash Register Pin Pad of the Supermarket Lane, online or application-based enrollment forms. Regardless of the opt-in method you utilized to join the Customer Program, you agree that this Customer SMS Agreement applies to your participation in the Customer Program. By participating in the Customer Program, you agree to receive autodialed or prerecorded marketing mobile messages at the phone number associated with your opt-in, and you understand that consent is not required to make any purchase from Kuido Technologies, Inc. While you consent to receive messages sent using an autodialer, the foregoing shall not be interpreted to suggest or imply that any or all of Our mobile messages are sent using an automatic telephone dialing system (“ATDS” or “autodialer”). Message and data rates may apply.
15.3. Customer Opt Out. If you do not wish to continue participating in the Customer Program or no longer agree to this Customer SMS Agreement, you agree to reply STOP, END, CANCEL, UNSUBSCRIBE, or QUIT to any mobile message from Kuido Technologies, Inc in order to opt out of the Program. You may receive an additional mobile message confirming your decision to opt out. You understand and agree that the foregoing options are the only reasonable methods of opting out. You also understand and agree that any other method of opting out, including, but not limited to, texting words other than those set forth above or verbally requesting one of our employees to remove you from our list, is not a reasonable means of opting out.
15.4. Duty to Notify and Indemnify. If at any time you intend to stop using the mobile telephone number that has been used to subscribe to the Customer Program, including canceling your service plan or selling or transferring the phone number to another party, you agree that you will complete the User Opt Out process set forth above prior to ending your use of the mobile telephone number. You understand and agree that your agreement to do so is a material part of these terms and conditions. You further agree that, if you discontinue the use of your mobile telephone number without notifying Kuido Technologies, Inc of such change, you agree that you will be responsible for all costs (including attorneys’ fees) and liabilities incurred by Kuido Technologies, Inc or any party that assists in the delivery of the mobile messages, as a result of claims brought by individual(s) who are later assigned that mobile telephone number. This duty and agreement shall survive any cancellation or termination of your agreement to participate in any of our Customer Programs.
15.5. YOU AGREE THAT YOU SHALL INDEMNIFY, DEFEND, AND HOLD KUIDO TECHNOLOGIES, INC HARMLESS FROM ANY CLAIM OR LIABILITY RESULTING FROM YOUR FAILURE TO NOTIFY KUIDO TECHNOLOGIES, INC OF A CHANGE IN THE INFORMATION YOU HAVE PROVIDED, INCLUDING ANY CLAIM OR LIABILITY UNDER THE TELEPHONE CONSUMER PROTECTION ACT, 47 U.S.C. § 227, et seq., OR SIMILAR STATE AND FEDERAL LAWS, AND ANY REGULATIONS PROMULGATED THEREUNDER RESULTING FROM KUIDO TECHNOLOGIES, INC TTEMPTING TO CONTACT YOU AT THE MOBILE TELEPHONE NUMBER YOU PROVIDED.
15.6. Cost and Frequency. Message and data rates may apply. The Customer Program involves recurring mobile messages, and additional mobile messages may be sent periodically based on your interaction with Kuido Technologies, Inc.
15.7. Support Instructions. For support regarding the Program, text “HELP” to the number you received messages from or email us at support@Kuido Technologies, Inc.com. Please note that the use of this email address is not an acceptable method of opting out of the program. Opt outs must be submitted in accordance with the procedures set forth above.
15.8. MMS Disclosure. The Customer Program will send SMS TMs (terminating messages) if your mobile device does not support MMS messaging.
15.9. Kuido Technologies, Inc Disclaimer of Warranty. The Customer Program is offered on an "as-is" basis and may not be available in all areas at all times and may not continue to work in the event of product, software, coverage or other changes made by your wireless carrier. We will not be liable for any delays or failures in the receipt of any mobile messages connected with this Program. Delivery of mobile messages is subject to effective transmission from your wireless service provider/network operator and is outside of Kuido Technologies, Inc’s control.
15.10. Participant Requirements. You must have a wireless device of your own, capable of two-way messaging, be using a participating wireless carrier, and be a wireless service subscriber with text messaging service. Not all cellular phone providers carry the necessary service to participate. Check your phone capabilities for specific text messaging instructions.
15.11. Age Restriction. You may not use of engage with the Platform if you are under eighteen (18) years of age. By using or engaging with the Platform, you also acknowledge and agree that you are permitted by your jurisdiction’s applicable Laws to use and/or engage with the Platform.
15.12. Prohibited Content. You acknowledge and agree to not send any prohibited content over the Platform. Prohibited content includes:
15.13. Message Deliverability. Carriers (e.g. AT&T, Verizon, T-Mobile, Sprint, etc.) are not responsible or liable for undelivered or delayed messages.