Effective As Of: 17 October 2016
1. ACCEPTANCE OF TERMS
A. By using the Services, You agree to comply with these Terms. The right to use the Services is personal to You and is not transferable to any other person or entity. You are responsible for all use of Your personal user account within the Services (Your “Account”) and for ensuring that all use of Your Account complies fully with the provisions of this Agreement. If You are using the Services on behalf of a Designated Company, as defined below, You represent that You have the full authority to bind such entity and all its related members and users to these Terms; in this case, “You” shall also refer to and include such entity and its members and users as applicable. If You do not have such authority or do not agree with these Terms You may not use the Koble service. You further acknowledge and agree that these Terms is a contract between You and Koble, even though it is electronic and not physically signed by You and Koble, and as such governs Your use of the Koble Service.
B. Koble shall have the right at any time to change or discontinue any aspect or feature of the Services, including, but not limited to, content, hours of availability, and equipment needed for access or use.
2. CHANGED TERMS
Koble shall have the right at any time to change or modify the terms and conditions applicable to User’s use of the Services, or any part thereof, or to impose new conditions. Such changes, modifications, additions or deletions shall be effective immediately upon notice thereof, which may be given by means including, but not limited to, posting on the Services, or by electronic or conventional mail, or by any other means by which User obtains notice thereof. Any use of the Services by User after such notice shall be deemed to constitute acceptance by User of such changes, modifications or additions.
3. PURPOSE AND DESCRIPTION OF SERVICES
A. Basic. Our mission is to help organizations build their own social networks, and in so doing connect procurement and sales and marketing professionals to enable them to work more effectively and productively. To that end, through the Services, Koble provides all Users with access to a variety of basic resources (the “Basic Services”). The Basic Services may include, in the Koble’s discretion: i) User activity feed and capability to post goods and services offered or needed (“Posting”); ii) User chat and messaging; iii) User contact and networking with other users of the Services (each user connected to being a “Contact” and the collection of all Contacts being a “ Network”); iv) analytics; v) User-initiated invitations to users and companies to use the Services (each, an “Invitation”); and vi) User-determined notifications.
B. Standard. The Standard level of Services (the “Standard Services”) includes access to all Basic Services as well as:
i. Unlimited Posting utilizing broad-based targeting of other users;
ii. One Posting per month targeting a specific user Account;
iii. Three out-of-Network Chats per month;
iv. For a period of 90 days from the date of Account registration, access to third-party financial information of up to fifty companies that are Contacts ; and
v. Such other features as the Company posts through the Services from time to time.
C. Pro. The Pro level of Services (the “Pro Services”) includes access to all Basic and Standard Services, as well as:
i. Five Postings per month targeting a specific user Account;
ii. Fifteen out-of-Network Chats per month;
iii. access to third-party financial information for up to one hundred and fifty companies that are Contacts;
iv. Access to market sentiment analysis data for the Designated Company;
v. Access to the application program interface for the Services (the “Koble API”) for integration with certain customer management software; and
vi. Such other features as the Company posts through the Services from time to time.
D. Enterprise. The Enterprise level of Services (the “Enterprise Services”) includes access to all Basic, Standard, and Pro Services, as well as:
i. Unlimited Posting per month targeting a specific user Account;
ii. Unlimited out-of-Network Chats per month;
iii. Access to market sentiment analysis for top one hundred Contacts;
iv. Analytics data compiled across the Designated Company;
v. Robust user management controls within the Designated Company;
vi. Custom integration with the Koble API;
vii. Custom branding; and
viii. Such other features as the Company posts through the Services from time to time.
4. REGISTRATION PROCESS
A. Access to the Services and registration for an Account is only permitted to individuals age eighteen and older who are working on behalf of a third-party entity seeking to buy or sell goods or services by way of the Services (a “Designated Company”). By accessing the Services and registering for an Account you affirm that you meet these eligibility criteria. In the event that You discontinue working for a Designated Company, You must update Your Account to reflect a new Designated Company or discontinue use of the Services.
B. During the registration process, You are required to submit a user name, password, verifying email address at the domain of the Designated Company, and other information in accord with the prompts comprising such process.
C. Koble charges a fee for some of the Services (the “Paid Services“), as indicated at the time of registration. If you register for Paid Services You may be asked to enter Your credit card information and authorize payment for those Paid Services. All credit card information and transactions are handled by third-party partners and Koble will not maintain any record of credit card account numbers or other information. All currency pricing on the Koble Service will be in USD (United States Dollars).
5. SPENDLEAD WALLET.
The Services previously included access to a SpendLead Wallet, allowing users of the Services to purchase and spend credits within the Services (the “ SpendLead Wallet”). The SpendLead Wallet, as a feature of the Services, has been permanently discontinued and users may no longer purchase additional credits through the SpendLead Wallet. To the extent You maintain a credit balance from previous purchases through the SpendLead Wallet, You may continue to use those credits for purchases within the Services, including for Paid Services, but all such credits have no equivalent cash value outside of the Service and are not subject to a refund.
A. Initial payment for all Paid Services will be due and deemed earned upon Account registration, and thereafter each month on the anniversary date of Account creation. In the event the anniversary date of account creation falls on the 29th, 30th, or 31st, and there is no such day in the relevant calendar month, then payment for Paid Services for that period will be due and deemed earned on the first day of the following month. If you have provided Koble with credit card information upon registration, you specifically authorize Koble to charge that credit card in the amount of the Paid Services on the anniversary date of account creation or the first of the following month, as applicable, each month until such time as that authorization is revoked in writing or Paid Services are cancelled.
B. All Paid Services may be terminated at any time by You or Koble in accord with these Terms. Upon termination of Paid Services, all future billing will cease but no amount already paid will be refundable.
C. In the event that You dispute any charges You must so inform Koble within sixty (60) days from the date Koble invoices You; all amounts paid are non-refundable and Koble reserves the right to adjust prices from time to time. Your use of the Service following a price adjustment constitutes Your agreement with such pricing.
7. MOBILE APPS
Where the Services require or permit download of a mobile application (an “App”), we give you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the App as part of the Services. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services in accord with these Terms. You agree not to copy, modify, distribute, sell, or lease any part of the Services or any App, nor to reverse engineer or attempt to extract the source code of any App, unless laws prohibit those restrictions or you have our written permission.
8. USER CONDUCT
A. User shall use the Services for lawful purposes only. User shall not post or transmit through the Services any material which violates or infringes in any way upon the rights of others, which is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law, or which, without Koble’s express prior approval, contains advertising or any solicitation with respect to products or services. Any conduct by a User that in Koble’s discretion restricts or inhibits any other User from using or enjoying the Services will not be permitted. Users shall not use the Services to advertise or perform any commercial solicitation or otherwise distribution of materials contrary to the express purposes stated herein, including, but not limited to, the solicitation of users to become subscribers of other on-line information services competitive with Koble.
B. The Services contain copyrighted material, trademarks and other proprietary information, including, but not limited to, text, software, photos, video, graphics, music and sound, and the entire contents of the Services are copyrighted as a collective work under the United States of America copyright laws. Koble owns a copyright in the selection, coordination, arrangement and enhancement of such content, as well as in the content original to it. User may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the content, in whole or in part. User may download copyrighted material for User’s personal use only. Except as otherwise expressly permitted under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material will be permitted without the express permission of Koble and the copyright owner. In the event of any permitted copying, redistribution or publication of copyrighted material, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made. User acknowledges that it does not acquire any ownership rights by downloading copyrighted material.
C. User shall not upload, post or otherwise make available on the Services any material protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right and the burden of determining that any material is not protected by copyright rests with User. User shall be solely liable for any damage resulting from any infringement of copyrights, proprietary rights, or any other harm resulting from such a submission. By submitting material to any area of the Services, User automatically grants, or warrants that the owner of such material has expressly granted Koble the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate and distribute such material (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or hereafter developed for the full term of any copyright that may exist in such material. User also permits any other User to access, view, store or reproduce the material for that User’s personal use. User hereby grants Koble the right to edit, copy, publish and distribute any material made available on the Services by User.
D. The foregoing provisions of Section 7 are for the benefit of Koble, its subsidiaries, affiliates and its third party content providers and licensors and each shall have the right to assert and enforce such provisions directly or on its own behalf.
E. Koble reserves the right to use Your name or Your company’s name as a reference for marketing and promotional purposes either on the the Services or otherwise; In the event that You do not wish to be so listed, please feel free to send an email to hello@Koble.com stating that You decline to be used as a reference. In the event that You have any feedback for Koble about our Services, You may send an email to hello@Koble.com; please note this is not intended to conflict with clause 14 below.
9. USE OF SERVICES
A. User agrees to use the Services only to post, send and receive messages and material that are proper as defined in Service prompts, instructions and guidelines posted by Koble from time to time and, when applicable, related to the particular Service. By way of example, and not as a limitation, User agrees that when using the Services, User will not:
i. Post or distribute content that contains any viruses, malware, worms, Trojan horses, malicious code, or other device that could harm our technical infrastructure or system or that of other users;
ii. Engage in automated uses of the site that are abusive or disruptive of the Services and have not been approved by us;
iii. Disrupt the Services by placing an undue burden on a website or the networks or servers connected with the Services;
iv. Disrupt the Services by inundating any of the websites or Apps with communications or other traffic that suggests no serious intent to use the Services for their stated purpose;
v. Knowingly access, tamper with, or use any of our non-public areas in our computer systems without authorization;
vi. Probe, scan, or test the vulnerability of any of our technical systems or networks;
vii. Infringe copyrights, trademarks, patents, or other proprietary rights of others, including Koble;
viii. Attempt to impersonate another user or individual, misrepresent your affiliation with any individual or entity, or use the username of another user with the intent to deceive;
ix. Infringe the privacy rights of others or solicit personally identifying information for the purposes of harassment, exploitation, violation of privacy, or any promotional or commercial purpose not explicitly approved by Koble;
x. Transmit chain, junk mail, or spam to others;
xi. Engage in harassment, threats, stalking, spamming, fraudulent activity, pyramid schemes, or vandalism;
xii. Intentionally or knowingly post content that constitutes libel or defamation;
xiii. Post content that is false or inaccurate with the intent to deceive; or
xiv. Otherwise use the Services in a manner inconsistent with applicable law.
B. Materials uploaded to the Services may be subject to posted limitations on usage, reproduction and/or dissemination; User is responsible for adhering to such limitations if User downloads the materials.
Koble shall have the right, but not the obligation, to monitor the content of the Services, including without limitation any chat rooms and forums, to determine compliance with this Agreement and any operating rules established by Koble and to satisfy any law, regulation or authorized government request. Koble shall have the right in its sole discretion to edit, refuse to post or remove any material submitted to or posted on the Services. Without limiting the foregoing, Koble shall have the right to remove any material that Koble, in its sole discretion, finds to be in violation of the provisions hereof or otherwise objectionable, and may disclose any information necessary to satisfy any law, regulation, or authorized government request.
11. MEMBER ACCOUNT, PASSWORD, AND SECURITY
If any portion of the Services requires User to open an Account, User must complete the registration process by providing Koble with current, complete and accurate information as prompted by the applicable registration form. User is entirely responsible for maintaining the confidentiality of User’s password and Account. Furthermore, User is entirely responsible for any and all activities that occur under User’s Account. User agrees to notify Koble immediately of any unauthorized use of User’s Account or any other breach of security. Koble will not be liable for any loss that User may incur as a result of someone else using User’s password or Account, either with or without User’s knowledge.
12. MATERIALS PROVIDED TO/VIA KOBLE OR POSTED ON ITS WEBSITES
A. Koble does not claim ownership of the materials Users provide to or through Koble (including feedback and suggestions) or post, upload, input or submit to any Services or its associated services for review by the general public, or by the members of any public or private community, (each a “ Submission” and collectively “Submissions”). However, User grants Koble, its affiliated companies and necessary sublicensees permission to use User’s Submission in connection with the operation of their Internet businesses (including, without limitation, all the Services), including, without limitation, the license rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat User’s Submission; to publish User’s name in connection with User’s Submission; and the right to sublicense such rights to any supplier of the Services.
B. No compensation will be paid with respect to the use of User’s Submission, as provided herein. Koble is under no obligation to post or use any Submission or information a User may provide and Koble may remove any Submission or information at any time in its sole discretion. By Posting a Submission User warrants and represents to own or otherwise control all of the rights to User’s Submission as described in these Terms including, without limitation, all the rights necessary for User to provide, post, upload, input or submit the Submissions.
13. THIRD-PARTY USERS
You acknowledge and agree that the Services may be used to communicate with other users of the Services (each a “Third-Party User”) that such Third-Party Users are not employees or agents of Koble, that Koble does not warrant or otherwise guarantee in any way the goods or services sold by a Third-Party User, or any content provide by a Third-Party User, including content linked to from the Koble website, and that in no event will Koble be liable for any damages caused by a Third-Party User, or their goods, services, content, advice, or information. You further agree that the terms of your relationship with any Third-Party User you are connected to through the Services, including any website linked to from the Koble website, will be governed by any agreement you have with that Third-Party User.
14. DISCLAIMER OF WARRANTY; LIMITATION OF LIABILITY
A. Other than as expressly set out in these Terms or a separate service agreement, neither Koble nor our agents, assigns, or third-party contractors and vendors make any specific promises about the Services, or any commitments about the content within the Services, the specific functions of the Services, or their reliability, availability, or ability to meet Your needs. Koble provides the Services “As Is.” Neither Koble, its affiliates, n or any of their respective employees, agents, third-party contractors and vendors warrant that Services will be provided uninterrupted or error free, nor do they make any warranty as to the results that may be obtained from use of the Services or as to the accuracy, reliability, or content of any information, service, or merchandise provided through the Services. Some jurisdictions provide for certain warranties, such as the implied warranty of merchantability, fitness for a particular purpose, and non-infringement. To the extent permitted by law, Koble excludes all warranties of any kind.
B. You agree to waive, release, and hold Koble (plus our agents and assigns) harmless from any and all liability or every type except liability arising out of our gross negligence or willful misconduct. In any event, to the maximum extent permitted by law, You agree that Koble will not be liable for any direct, special, incidental, indirect, punitive, consequential or other damages arising out of Your use of the Services, and that to the extent permitted by law, our total liability for any claims arising under these Terms will be limited to the amount paid for the Services. In any event, all damages will be limited to actual damages that are reasonably foreseeable.
C. Neither Party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated Party, including hosting outages, denial of service attacks, domain downtime, payment gateway failure, email system downtime, or third-party service malfunctions; government restrictions (including the denial or cancellation of any export or other license); or other event outside the reasonable control of the obligated Party (each a “Force Majeure Event”). Both Parties will use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than thirty (30) days, either Party may cancel unperformed Services upon written notice. This Section does not excuse either Party’s obligation to take reasonable steps to follow its normal disaster recovery procedures or obligation to pay for the Services.
User agrees to defend, indemnify and hold harmless Koble, its affiliates and their respective directors, officers, employees and agents from and against all claims and expenses, including attorneys’ fees, arising out of the use of Koble and its Services by User or Your Account.
Either Koble or You may terminate this Agreement at any time. Without limiting the foregoing, Koble shall have the right to immediately terminate Your Account in the event of any conduct by User which Koble, in its sole discretion, considers to be unacceptable, or in the event of any breach by User of this Agreement.
17. MISCELLANEOUS AND GOVERNING LAW
This Agreement and any operating rules for the Services established by Koble constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede all previous written or oral agreements between the parties with respect to such subject matter, except the extent the Parties have executed a separate service agreement. These Terms and actions taken thereunder will be governed by, and construed in accordance with, the laws of the Commonwealth of Massachusetts, applied without regard to conflict of law principles. No waiver by either Party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.
18. TRADEMARK NOTICE
Koble and its logos are trademarks of KOBLE INC. All rights reserved. All other trademarks appearing on Koble are the property of their respective owners.
19. CONTACT INFORMATION
For contact for a claim or cause of action or notice of copyright infringement, please provide Koble with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the copyright owner or intellectual property interest; (b) a description of the claim or copyright work that has been infringed; (c) a description of the material You claim infringes in respect of the Service; (d) Your address, telephone number and email address; (e) a statement by You in good faith the the disputed use is not authorized by the copyright owner; (f) a statement made by You under penalty of perjury that the above information is accurate and that You are authorized under the copyright owner to act on its behalf.
Koble can be reached as followed: hello@Koble.com
Any rights not expressly granted herein are reserved.