KUDO Website and Platform Terms of Use

Welcome to KUDO. KUDO owns and operates the website kudoway.com and provides video conferencing services through its KUDO proprietary software platforms and various tools and associated software we provide directly or indirectly (collectively, “Services.”). These Terms of Use govern both the use of the KUDO web site and video-conferencing services. By using either accessing the web site or using KUDO’s Services, you understand and agree to accept and adhere to the following terms and conditions as stated in these Terms of Use. Please review these terms thoroughly before accepting.

By accessing our website or by utilizing the Services you affirm that you are at least 16 years of age and are otherwise fully able and competent to enter into the terms and conditions of these Terms of Use, and to abide by and comply with these Terms of Use. Your access may be terminated without warning if we believe that You are under the age of 16 or are otherwise ineligible.

We reserve the right to change these Terms of Use from time to time without notice. You acknowledge and agree that it is your responsibility to review these Terms of Use periodically to familiarize yourself with any modifications. Your continued use of this website and KUDO Services after such modifications will constitute acknowledgment and agreement of the modified terms and conditions.

Use of Services and Your Responsibilities

a. By using the Services, you agree to use the Services only for the purposes intended as permitted by

• (i) the terms of these Terms of Use, and
• (ii) applicable laws, regulations and generally accepted online practices or guidelines.

b. In order to access our Services, you may be required to provide certain information about yourself (such as identification, contact details, etc.) as part of the registration process, or as part of your ability to use the Services. You agree that any information you provide will always be accurate, correct, and up to date.

c. You are responsible for maintaining the confidentiality of any login information associated with any account you use to access our Services. Accordingly, you are responsible for all activities that occur under your account/s.

d. Accessing (or attempting to access) any of our Services by any means other than through the means we provide, is strictly prohibited. You specifically agree not to access (or attempt to access) any of our Services through any automated, unethical or unconventional means.

e. You agree that you will not use, and will not permit any third party to:

• (i) modify, disassemble, decompile, prepare derivative works of, reverse engineer or otherwise attempt to gain access to the source code of the Services;
• (ii) knowingly or negligently use the Services in a way that abuses, interferes with, or disrupts KUDO’s networks, any of its accounts, or the Services;
• (iii) engage in activity that is illegal, fraudulent, false, or misleading;
• (iv) upload or otherwise transmit through the Services any material that infringes, misappropriates, or otherwise violates the copyrights, (including moral rights or other rights in authorship), trademark rights, or any other intellectual property rights of any third parties;
• (v) use the Services to build or benchmark a competitive product or service, or copy any features, functions or graphics of the Services;
• (vi) use the Services to communicate any message or material that is harassing, libelous, threatening, bullying, obscene, indecent, or pornographic, is otherwise unlawful, that would give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offense, under any applicable law or regulation;
• (vii) upload or otherwise transmit any software, content or code that does or is intended to harm, disable, destroy or adversely affect performance of the Services in any way or which does or is intended to harm or extract information or data from other hardware, software or networks of KUDO or other users of Services;
• (viii) upload, post, share, or otherwise distribute any content that contains any type of unauthorized or unsolicited advertising or impersonates any person or entity, including any KUDO employees or representatives;
• (ix) engage in any activity or use the Services in any manner that could damage, disable, overburden, impair or otherwise interfere with or disrupt the Services, or any servers or networks connected to the Services or KUDO’s security systems; or
• (x) use the Services in violation of any KUDO policy or in a manner that violates applicable law, including but not limited to anti-spam, export control, privacy, and anti-terrorism laws and regulations and laws requiring the consent of subjects of audio and video recordings, and you agree that you are solely responsible for compliance with all such laws and regulations.

g. You are solely responsible for any consequences, losses, or damages that we may directly or indirectly incur or suffer due to any unauthorized activities conducted by you, as explained above, and may incur criminal or civil liability.

h. We may provide various open communication tools on our Services, such as blog comments, blog posts, public chat, forums, message boards, newsgroups, voting tools, file-sharing tools, product ratings and reviews, various social media services, etc. You understand that generally we do not pre-screen or monitor the content posted by users of these various communication tools, which means that if you choose to use these tools to submit any type of content to our website, then it is your personal responsibility to use these tools in a responsible and ethical manner. By posting information or otherwise using any open communication tools as mentioned, you agree that you will not upload, post, share, or otherwise distribute any content that:

• (i) Is illegal, threatening, defamatory, abusive, harassing, degrading, intimidating, fraudulent, deceptive, invasive, racist, or contains any type of suggestive, inappropriate, or explicit language; or
• (ii) Infringes on any trademark, patent, trade secret, copyright, or other proprietary right of any party.

i. We have the right at our sole discretion to remove any content that, we feel in our judgment does not comply with these Terms of Use, along with any content that we feel is otherwise offensive, harmful, objectionable, inaccurate, or violates any third party copyrights or trademarks. We are not responsible for any delay or failure in removing such content. If you post content that we choose to remove, you hereby consent to such removal, and consent to waive any claim against us.

j. We do not assume any liability for any content posted by you or any other third party users of our Services. However, any content posted by you using any open communication tools on any of our Services, provided that it doesn’t violate or infringe on any third party copyrights or trademarks, becomes the property of KUDO, and as such, gives us a perpetual, irrevocable, worldwide, royalty-free, exclusive license to reproduce, modify, adapt, translate, publish, publicly display and/or distribute as we see fit. This only refers and applies to content posted via open communication tools as described, and does not refer to information that is provided as part of the registration process, necessary in order to use our Services.

k. You are responsible for compliance with all law governing the recording and storage of the content of any meetings provided using the Services. A person or business with an account at KUDO (such as your employer) can choose to record meetings it hosts on the KUDO platform. By using the Services, you are giving KUDO consent to store recordings for any or all KUDO meetings that you join, if such recordings are stored in KUDO servers, on behalf of the account holder. The account holder is responsible for informing the meeting participants that the meeting is being recorded. When recording is enabled, a red light will appear on the platform.

l. We may provide closed captioning, interpretation by interpreters, machine-enabled interpretation, transcript or other language interpretation and translation tools on our Services. You understand that the simultaneous translation of a meeting serves to facilitate communication and does not constitute an authentic or verbatim record of the proceedings. KUDO does not review for accuracy any information that appears in a closed caption, interpretation, machine-enabled interpretation or transcript. Only the original speech is authentic.

Indemnification

You agree to indemnify, defend and hold harmless KUDO and its parent company and affiliates, and their directors, officers, employees, agents, and representatives, from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from any violation by you of these Terms of Use or the failure to fulfill any obligations relating to your account incurred by you or any other person or entity using your account. We reserve the right to take over the exclusive defense of any claim for which we are entitled to indemnification under these Terms of Use. In such event, you shall provide us with such cooperation as is reasonably requested by us, including, without limitation, disclosure of documents and providing testimony.

Security

KUDO is committed to protecting your personal data. We use reasonable and appropriate technical and organizational measures in accord with industry standards to protect personal data from loss, misuse and unauthorized access, hacking, disclosure, alteration and destruction, taking into due account the risks involved in the processing and the nature of the personal data. KUDO, however, does not and cannot guarantee that your personal data will be free from security breaches, or that materials uploaded in connection with KUDO’s video conferencing and communications services will not contain viruses, trojan horses, worms, or other forms of malware or malicious code.

No Warranties

YOU UNDERSTAND AND AGREE THAT THE SERVICES ARE PROVIDED “AS IS” AND KUDO, ITS AFFILIATES, SUPPLIERS AND RESELLERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. KUDO, ITS AFFILIATES, SUPPLIERS AND RESELLERS MAKE NO WARRANTY OR REPRESENTATION REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, REGARDING THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES OR THAT THE SERVICES WILL MEET ANY USER’S REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. USE OF THE SERVICES IS AT YOUR SOLE RISK. ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOU RESULTING FROM THE USE OF THE SERVICES. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SERVICES REMAINS WITH YOU. KUDO DOES NOT ASSUME ANY RESPONSIBILITY FOR RETENTION OF ANY USER INFORMATION OR COMMUNICATIONS BETWEEN USERS.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL KUDO OR ITS AFFILIATES, SUPPLIERS OR RESELLERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS OR DAMAGE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICES OR THE PROVISION OF OR FAILURE TO PROVIDE TECHNICAL OR OTHER SUPPORT SERVICES, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE) CONTRACT OR ANY OTHER LEGAL THEORY, EVEN IF KUDO, ITS AFFILIATES, SUPPLIERS OR RESELLERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, KUDO’S, ITS AFFILIATES’, SUPPLIERS’ AND RESELLERS’ MAXIMUM CUMULATIVE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OF USE WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SERVICES (IF ANY) IN THE TWELVE (12) MONTHS PRECEDING THE EVENT OR CIRCUMSTANCES GIVING RISE TO SUCH CLAIMS. Because some states and jurisdictions do not allow the exclusion or limitation of liability, the above limitation may not apply to You.

Copyrights/Trademarks

All content and materials available on any of the Services, including but not limited to text, graphics, website name, code, images and logos are the intellectual property of KUDO, and are protected by applicable copyright and trademark law. Any inappropriate use, including but not limited to the reproduction, distribution, display or transmission of any content on this site is strictly prohibited, unless specifically authorized by KUDO in writing by a person of authority from its management team.

Termination of Use

You agree that we may, at our sole discretion, suspend or terminate your access to all or part of our Services with or without notice and for any reason, including, without limitation, breach of these Terms of Use. Any suspected illegal, fraudulent or abusive activity may be grounds for terminating your relationship and may be referred to appropriate law enforcement authorities. Upon suspension or termination, your right to use the Services we provide will immediately cease, and we reserve the right to remove or delete any information that you may have on file with us, including any account or login information.

Data Protection

You acknowledge that KUDO may process personal data in relation to you (if you are an individual), and personal data that you have provided (or in the future will provide) to us in relation to your employees and other associated, or individuals (if you are not an individual), in connection with this Terms of Use, or KUDO Services. We will process this personal data in accordance with our Privacy Policy. Accordingly, you represent and warrant that:

• your disclosure to us of any personal data relating to individuals other than yourself was or will be made in accordance with all applicable data protection and data privacy laws, and that those data are accurate, up to date and relevant when disclosed.
• before providing any such personal data to us, you acknowledge that you have read and understood our Privacy Policy (a copy of which is available here: Privacy Policy), and in the case of personal data relating to an individual other than yourself, you acknowledge that you have (or at the time of disclosure have) provided the individual with a copy of the Privacy Policy, or directed him/her towards a webpage containing that Privacy Policy (as amended from time to time); and
• if from time to time we provide you with a replacement version of the Privacy Policy, you will promptly read that notice and provide updated copies of the Privacy Policy to, or re-direct towards a webpage containing the updated Privacy Policy, any individual whose personal data you have provided us with.

Governing Law

The Services are controlled by KUDO, Inc from our offices located in the State of New York, U.S.A. The Services can be accessed by most countries around the world. As each country has laws that may differ from those of the State of New York, you agree that your use of the Services and these Terms of Use shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws and the United Nations Convention on the International Sales of Goods.

Furthermore, any action to enforce these Terms of Use shall be brought in the federal or state courts located in New York, NY, U.S.A. You hereby agree to the exclusive personal jurisdiction by such courts in any such action, submit yourself to such jurisdiction and waive any jurisdictional, venue, or inconvenient forum objections to such courts.

General Provisions

a. Failure by either party to exercise any of its rights under, or to enforce any provision of, these Terms of Use will not be deemed a waiver or forfeiture of such rights or ability to enforce such provision. If any provision of these Terms of Use are held by a court of competent jurisdiction to be illegal, invalid or unenforceable, that provision will be amended to achieve as nearly as possible the same economic effect of the original provision and the remainder of these Terms of Use will remain in full force and effect. It is further the intention of the Parties that in lieu of each such provision which is invalid, illegal or unenforceable, there be substituted or added as part of this Agreement a provision which shall be as similar as possible in economic and business objectives as intended by the Parties to such invalid, illegal or unenforceable provision, but shall be valid, legal and enforceable.

b. KUDO shall not be liable for any unforeseeable event beyond its reasonable control not caused by its fault or negligence (each, a “force majeure event”), which causes KUDO to be unable to perform its obligations under this Agreement, and which it has been unable to overcome by the exercise of its due diligence, provided that KUDO shall use reasonable efforts to avoid or remove such causes of nonperformance, shall suspend performance only for such period of time as is necessary as a result of such force majeure event and shall resume performance as quickly as possible.

c. KUDO may assign its rights and obligations under these Terms of Use in its discretion. You may not assign or transfer your rights and obligations under these Terms of Use except with the prior written consent of KUDO, which may be withheld in KUDO’s discretion.

d. These Terms of Use embody the entire understanding and agreement between the parties respecting the subject matter of these Terms of Use and supersede any and all prior understandings and agreements between the parties respecting such subject matter, except that if you or your company have executed a separate written agreement or you have signed an order form referencing a separate agreement governing your use of the Services, then such agreement shall control only to the extent that any provision of that agreement does not conflict with these Terms of Use.

Contact Information

If you have any questions or comments about these Terms of Use as outlined above, you can contact us at:

KUDO Inc.
225 West 35^th Street, 16^th Floor
New York, NY 10001
U.S.A.
kudoway.com
legal@kudoway.com

Last Updated: June 1, 2021