Kudoru, Inc. Terms of Service
Revised February 16, 2016
THANK YOU FOR CHECKING OUT KUDORU! OUR MISSION IS TO HAVE FUN SUPPORTING THE ORGANIZATIONS THAT WE LOVE. WE HAVE A BACKGROUND IN ORGANIZING, SO WE KNOW YOUR CHALLENGES. KUDORU IS BUILT WITH YOU IN MIND.
The terms of this User Agreement ("Terms of Service", "Terms", or "Agreement") govern our relationship and constitute a legal agreement between you and Kudoru, Inc., a Texas corporation (hereinafter "Kudoru", "us", "we", "our", or any other variation thereof), regarding your use of Kudoru's software application and related services.
As used in this Agreement, the term "Service(s)" includes all services, applications or websites (namely www.kudoru.com), including the content, pages or processes within each such services, or websites involved in the offering of the Kudoru application and website (collectively, the "Service"). As used in these Terms of Service, the words "you" and "your" refer to you, the user of Kudoru's application and website, as the party agreeing to these Terms of Service.
I. ACCEPTANCE OF TERMS
We may amend this Agreement from time to time by posting a revised version on our website at www.kudoru.com, within the Service, or by sending you an electronic communication to your primary contact information. The revised version will be effective at the time it is posted unless a delayed effective date is expressly stated in the revision. Continued use of the Service after posting of an amended Agreement will constitute your agreement to such amendments. Further, we may, from time to time, revise or update the Service and/or related applications or material, which may render all such prior versions obsolete. Consequently, we reserve the right to terminate this Agreement as to all such prior versions of the Service, and/or related applications and material and limit access to only the Service’s more recent revisions and updates. We also reserve the right to terminate the Service in its entirety. If you do not accept an amendment made to this Agreement, your sole and exclusive remedy is to not use the Service.
Third Party Service Providers. Information provided by our users through the Service may contain content and links to third party websites that are not owned or controlled by Kudoru. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third party websites that are not articulated within these Terms. In addition, Kudoru will not and cannot censor or edit the content of any third-party site. By using the Service, you expressly acknowledge and agree that Kudoru shall not be responsible for any damages, claims or other liability arising from or related to your use of any third-party website.
Electronic Communication. By using this Service you authorize us to send or provide by electronic communication, including by e-mail address, phone number, or SMS text messaging, any notice, communication, amendment or replacement to the Agreement, or any disclosure required to be provided orally or in writing to you. You agree to receive any communication sent by us to the primary contact information you provided to us and you will not attempt to avoid receiving any such communication. You are deemed to have received any electronic communication provided to you when they are made available to you. Depending on your activities when using the Service, you may be required to agree to additional terms and conditions as indicated on the applicable website or via the particular Service. Additionally, you agree to indemnify, defend and hold us harmless from and against any and all claims, losses, liability, cost and expenses (including reasonable attorneys' fees) arising from your provision of a phone number, e-mail address, or other delivery method or address that is not your own, as well as your violation of applicable federal, state or local law, regulation or ordinance. Your obligation under this paragraph shall survive termination of the Agreement.
We reserve the right to close your Account if you withdraw your consent to receive electronic communications. “Account” means a registered user profile account that enables you to access and use the Service. You may opt out of receiving marketing messages from us by clicking on the link to unsubscribe; however you may not opt out of receiving transactional messages such as your payment confirmation and notices. You may stop receiving text messages from us at any time by replying "STOP" to any text message you receive from us. For additional assistance, please contact Kudoru customer service regarding your use of the Service at email@example.com.
Change of Address.You agree to tell us immediately if your U.S. mail, postal address, phone number or email address changes. If you do not notify us about an address change, information regarding your Account may be given to the wrong person. Any notice we send to you via U.S. mail shall be deemed delivered three (3) business days after mailing it to you at the last U.S. mail or postal address you provided for your Account. You agree we may accept changes of mail or postal address from the U.S. Postal Service.
Notices to Kudoru. Except as otherwise stated herein, notice to us must be sent by postal mail to our corporate headquarters to the attention of our legal department, which is currently: Kudoru, Inc. Attention: Legal Department, 12 Greenway Drive, Suite 1100, Houston, Texas 77046.
Equipment Used to Access the Service. The Service is available to individuals who own or have access to compatible equipment. You are responsible for providing the Equipment. For the purpose of this Agreement, "Equipment" shall mean any hardware, software or networks associated with delivering you the Service, including, but not limited to, your mobile device or computer.
The Service may not work with all Equipment. If you use the Service, you are solely responsible for any and all charges, including fees that your wireless service provider or other third party charges for text messaging and data services. We are not responsible for the Equipment you use in accessing and using the Service.
The Service is available through your Equipment when your Equipment can successfully access the Internet. The Service is subject to transmission limitation or interruption for any of several reasons, including, without limitation, the malfunction of Equipment, periodic updating, maintenance or repair of the Service or the financial services networks maintained by third parties, or other actions that we, in our sole discretion, may elect to take. We do not guarantee that the Service (or any portion thereof) will be available at all times and/or in all areas. By using the Service you acknowledge and agree that we are not responsible for performance degradation, interruption or delays due to conditions attributable to the Equipment you use to access the Service.
II. ACCESS TO THE SERVICE `
In order to access and use the features of the Service, you acknowledge and agree that you will have to provide Kudoru with the required and/or requested information. If you provide your phone number, you expressly acknowledge and agree that Kudoru may periodically access your contact list and/or address book on your mobile device to find and keep track of mobile phone numbers of other users of the Service. By accessing the Service, you hereby give your express consent to Kudoru to access your contact list and/or address book for mobile phone numbers.
Your Account. You may register to use the Service by using your Facebook or Twitter information. You may also create an Account by using your email address as your username and creating a password. Creating an Account allows you to access and use the features offered by the Service. You will be asked to enter your information including, but not limited to your email address, name, address, and telephone number.
Authorized Users. As stated earlier, once you agree to these Terms and create an Account, you are registered as an authorized user of the Service. You are solely responsible for the activity that occurs under your Account; and will be liable for all activities, transactions, and fees arising from your use of the Service and any use of your Account.
Unauthorized Use. In order to avoid unauthorized use of your Account, you agree not to provide access to your Account or share your password and username to any third party. If you permit another person to use or initiate activities and transactions using your Account you will be responsible for any activity or transactions made and any fees incurred by such person. You will be liable for these transactions and fees even if the person that you permitted to use your Account exceeds the scope of the authority that you gave (such as if you authorized the person to make one payment for a specified amount, but the person disregarded your instructions and made a payment for a higher amount). Further, you acknowledge and agree that you will not hold us responsible for, and will indemnify us from, any liability arising from the actions or inactions of any third party in connection with the permissions you grant. You acknowledge and agree that any use of your Account and the Services shall be deemed to be your actions and that we may rely upon such actions. You are solely responsible for protecting the security of your Account and the Services.
You agree not to use or launch any automated system, including without limitation, "robots," "spiders," "offline readers," etc. or "load testers" that accesses the Service in a manner that sends more request messages to the Kudoru servers in a given period of time than a human can reasonably produce in the same period by using the Kudoru application, and you are forbidden from replicating the content unless specifically allowed. You may not reverse-engineer our system or our protocols. You may not explore, harm, penetrate or test the Services. You must secure our permission before you measure, test or otherwise monitor any network equipment, servers or assets hosted on our domain. You agree not to collect any personally identifiable information, including phone number, from the Service, nor to use the communication systems provided by the Service for any commercial solicitation or spam purposes. You agree not to spam, or solicit for commercial purposes, any users of the Service.
III. HOW IT WORKS
Start a Group or Join a Group. Once you create your user Account you will be asked to either join or start a group. If you choose to start your own group, you will be asked to create a group title, select a group category, provide your group details, and create an invite code. You represent and warrant that the information you provide, including your classification of your group, is correct and accurate. We may require additional information from you if we believe that your use of the Service is misclassified. By starting a group, you are automatically selected as the person responsible for the group activity on the Service (the “Group Admin”). All of our existing groups are private groups. Accordingly, you will need to create an invite code for your group to share with prospective group members. Kudoru generates a unique code for your group, however you may create a unique alpha-numeric code yourself (such as “Kudoru12”). Make it memorable! You should use the invite code to represent your group identity. The invite code should be greater than 4 characters and less than 15 characters. The Group Admin can change the invite code at anytime. We may require you to change your invite code within our sole discretion.
In order to join a group you will need an invite code, which is provided to you by a Group Admin or a group member. After you have joined the group, the Group Admin reserves the right to remove you from the group.
Group Admins. As stated before, by starting a group you are automatically selected by Kudoru as a Group Admin for your group. Group Admins are responsible for the group activity and the administration of the group on Kudoru. Group Admins have the ability to (i) select up to three additional admins of the group; (ii) delete users from the group; (iii) delete user post; (iv) delete an event; (v) delete a group; and (vi) add, delete, or manage group payment methods. If the Group Admin is an entity (such as a corporation or LLC,) you acknowledge that you are an authorized representative of that entity with the authority to bind the entity to these Terms. You also agree and represent that if you are a business entity, you agree that all officers, employees, agents, representatives and others having access to the Group Admin’s username and/or password shall be vested by you with the authority to use the Services and to legally bind you. You shall be responsible for all actions by current and former officers, employees, agents, representatives and others, regardless of whether authorized by you.
Blocked Users. Users may block other users by selecting their profile card and selecting block. Users blocked by another user in one group will be automatically blocked in all groups they are both members. A blocked user will be prohibited from i) contacting you using the chat feature and commenting on your post.
A. USER POSTS & MESSAGES You understand that all postings, messages, text, files, images, photos, video, sounds, or other materials ("Content" or “Posts”) posted on, transmitted through, or linked from the Service, are the sole responsibility of the person from whom such Content originated. These Posts may be hosted, shared, and/or published as part of the Service, and may be visible to other users of the Service. You understand that Kudoru does not control, and is not responsible for Content made available through the Service, and that by using the Service, you may be exposed to Content that is offensive, indecent, inaccurate, misleading, or otherwise objectionable. We make no representation or warranty as to the accuracy, completeness or authenticity of the information contained in any such Posts. Further, you assume all risks when linking to other websites. You agree that you must evaluate, and bear all risks associated with, the use of any Content, that you may not rely on said Content, and that under no circumstances will Kudoru be liable in any way for any Content or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed or otherwise made available via the Service. You acknowledge that we do not pre-screen or approve Content, but that Kudoru shall have the right (but not the obligation) in its sole discretion to refuse, delete or move any Content that is available via the Service. You understand that we do not guarantee any confidentiality with respect to any Posts.
Content License. By submitting a Posts using the Service, you hereby grant Kudoru and its third party vendors or affiliates a worldwide, non-exclusive, royalty-free, sublicense and transferable license to use, reproduce, distribute, prepare derivative works of, and display the Posts in connection with the Service and Kudoru’s (and its successor's) business in any media formats and through any media channels. You also hereby grant each user of the Service a non-exclusive license to access your Posts through the Service and re-posts. The foregoing license granted by you terminates once you remove or delete a Posts from the Service. You acknowledge that Kudoru only acts as a repository of data, therefore user Posts do not represent the views or opinions of Kudoru, and Kudoru does not endorse any Posts unless explicitly stated by us. In connection with your Posts, you affirm, represent, and/or warrant that: (i) you own or have the necessary licenses, rights, consents, and permissions to use and authorize Kudoru to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all Posts to enable inclusion and use of the content in the manner consistent with us providing the Service and these Terms of Service; and (ii) you have the written consent, release, and/or permission of each and every identifiable individual person in the Posts to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the Posts in the manner consistent with us providing the Service and these Terms of Service.
Responsibilities and Conduct. In connection with the Posts, you further agree that you will not: (i) submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant Kudoru all of the license rights granted herein; (ii) publish falsehoods or misrepresentations that could damage Kudoru or any third party; (iii) submit material that is unlawful, pornographic or obscene, defamatory, unwanted (“SPAM”), invasive of another’s privacy, libelous, threatening, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate; (iv) post advertisements or solicitations of business; (v) impersonate another person including, but not limited to, a Kudoru employee, or falsely states or otherwise misrepresents your affiliation with a person or entity; (vi) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (vii) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (viii) attempt to gain unauthorized access to the Service or its related systems or networks.
Copyright Infringement Claims. To file a copyright infringement notification, please send a written communication that includes substantially the following (see Section 512(c)(3) of the Digital Millennium Copyright Act): (i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works; (iii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material, including the user name or other identifying information of the Kudoru user allegedly infringing the copyrighted work; (iv) Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted; (v) A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Such takedown notices may be emailed to firstname.lastname@example.org. Kudoru reserves the right to remove Content without prior notice. Kudoru may also terminate a user's access to the Service, if they are determined to be an infringer, or for any or no reason, within our sole discretion.
By using the Service, you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Kudoru with respect thereto, and agree to indemnify and hold Kudoru, its officers, directors, employees, agents, affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the Service. You agree that you are independently responsible for complying with all applicable laws in all of your activities related to your use of the Service, regardless of the purpose of the use, and for all communications you send through the Service.
B. PAYMENT SERVICES OFFERED
General. Kudoru offers various features and functions through the Service, including the ability to send and receive payments (collectively referred herein as the “Payment Service” or “Kudoru Payments”). The Payment Services are provided by a third party payment processor, Stripe, and you agree to be bound by Stripe’s Terms and Conditions. You expressly understand and agree that Kudoru shall not be liable for any payments and monetary transactions that occur through your use of the Service. You expressly understand and agree that all payment transfers and monetary transactions are handled by Stripe. You agree that we shall not be liable for any issues regarding financial and monetary transactions between you and any other party, including Stripe. You may use the Payment Service by creating an Account, registering your payment method, and following the guidelines we set forth. Your use of the Payment Services is at your sole risk and we assume no responsibility for the underlying transaction of funds, or the actions or identity of any transfer. Disputes regarding funds are between you and the sender of a payment. If a sender files a dispute or claim for a chargeback after a transaction, we are not responsible for determining the veracity of claims or the disposition of the payment.
You must register a payment method under your Account to send or collect payments. If you are a Group Admin, you may also register a payment method for your group to segregate your personal payments and payments received on behalf of the group. Currently, you are only allowed to use a debit card to send or receive payments. Kudoru will process your debit card-funded transactions through either the debit card's ATM debit network or the Visa/MasterCard network, or as Kudoru may elect at its discretion. In order to use the Payment Services, we may require additional information in order to complete a transaction.
All payments are denominated in U.S. dollars. The Service does not permit or support currency conversion and all payments to persons or organizations outside of the United States or its territories are prohibited through the Service.
If you send or receive and accept a payment you are liable to us for not only the payment but also any fees that may result from a later invalidation of that payment for any reason, including without limitation if you lose a claim or a chargeback, or if the payment is reversed. You agree to allow us to recover any amounts due to us by debiting your payment method. If your payment method is insufficient to cover this amount, we reserve the right to charge any registered funding source or take any other legal action to collect the funds to the fullest extent allowed by applicable law.
All transactions must be used in compliance with applicable law and may not be used in connection with any illegal or prohibited transaction. If illegal or prohibited transactions are reported or discovered, we reserve the right to take action including without limitation the following, without notice to you: place a hold on your transactions; place a reserve on your funds; limit your ability to use the Payment Service; report the activity to authorities; or deactivate your Account entirely.
Payment Method. Currently, you can only use a debit card as an accepted payment method within the Service. All fees will be billed to the payment method you designated within the Service. You hereby authorize and permit us to use and store your payment information submitted by you to process your payments. You also agree to maintain a balance or available funds on your designated payment method that is sufficient to fund all payments you initiate. You represent and warrant that you have the right to authorize us to charge the payment method for payments you initiate using the Service. You will indemnify and hold us harmless from any claims by any other owner of the account. You are responsible for confirming the accuracy of the payment information you provide.
You may delete your saved payment method at anytime. However, you will not be able to send or receive funds using the Service until you have a payment method saved on file. Note that even if you remove your payment method from the Service, we may not delete all data that we have stored on your phone or device. Should your phone or device be lost or stolen, please contact us immediately at email@example.com so that we can attempt to disable the use of Kudoru payments under your Account.
Payment Method Authorization.Your agreement with the payment method issuer governs your use of a payment method and provides the rights and liabilities of the holder of a payment method. By using a specific payment method with our Service, whether issued by a bank or other financial services provider you agree to be bound by the rules of that payment method issuer, and to release us from any and all liability associated with your use of that payment method, including any fees that you may be charged by that payment method provider. Unless required by applicable law, we accept no responsibility to you or any payment method provider for any fees imposed by a provider. By initiating a transaction using a payment method you (i) affirm you are the owner of the payment method and have authority to initiate the transaction and (ii) authorize us to initiate, correct, and process your transaction by initiating electronic debits and credits to or from your payment method. The processing of a payment method transaction may require the collection of pertinent information including the payment card number, expiration date, name and CVV2 code as it appears on the payment method. Additional required information shall include but not be limited to the payment card billing address, a valid e-mail address and phone number of the holder of the payment method.
Sending Money. As the sender, a user initiating a transfer, you will transfer funds to your selected recipient by designating the recipient and the transfer amount within the Service (collectively “Payment Instructions”). Your Payment Instructions authorizes us to debit your payment method and remit funds to a recipient’s payment method on your behalf. Recipients must claim or accept your funds before we will deliver or initiate the transfer and charge your payment method. When you send money, the recipient is not required to accept it. If the recipient does not claim or accept your funds within thirty (30) days we will cancel your transaction request. You agree that you will not hold Kudoru liable for any damages resulting from a recipient's decision not to accept a payment made through the Service.
You also authorize us to credit your payment method in the event we charge your payment method and cannot complete the delivery of your payment, a payment is canceled or otherwise returned to us because the processing of the payment could not be completed. In order to send or receive payments using the Service, you must be a registered user. If the recipient does not register an Account, register a payment method and accept the transfer within thirty (30) days from the date your initial transfer request, the transaction will be cancelled. Accordingly, you hereby authorize and direct us to retain your Payment Instructions as pending until the earlier of such time as the recipient has provided all required information or thirty (30) days.
Receiving Money.As a recipient, you understand and agree that there may be a delay between the time you are notified of the pending Payment Instruction and the deposit of the payment onto your payment method, and you may be required to take additional steps to facilitate the deposit of the payment onto your payment method. You authorize us to send emails or text messages to you in connection with the sender's initiation of Payment Instructions to you. You acknowledge and agree that in the event that funds are transferred onto your payment method as a result of a Payment Instruction and it is determined by us that such transfer was inadvertent or improper because it was not authorized by the sender, there were insufficient funds on the sender's payment method, or for any other reason, then you hereby authorize us to debit from your payment method an amount equal to the amount of funds inadvertently or improperly transferred to you.
We reserve the right to refuse to pay any recipient or sender’s Payment Instruction. We will notify the sender promptly if we decide to refuse to pay a recipient designated by the sender. This notification is not required if you attempt to make a prohibited payment under this Agreement.
Fundraising & Campaigns. Kudoru Payments gives you the ability to start campaigns and raise money from group members for a specified purpose. Once you have chosen to collect money from more than one group member you will start a campaign. Accordingly, a campaign requires you to attempt to collect money from a minimum of two group members. If you start a campaign you are automatically designated within the Service as a campaign admin and are responsible for the campaign funds and their intended use. The fundraising goal or amount is determined by the total of payments you have requested to collect from group members. You contribute to a campaign or collect funds for a campaign at your own risk. We do not verify campaigns, charities, or businesses. However, we encourage and you should personally verify them. You should investigate the business, status and operations of any entity to which you are considering sending money. Payments using the Service are final and non-refundable.
You may offer non-monetary rewards for contribution to your campaign, provided that the offering of such reward is lawful under all applicable laws, including without limitation state and federal securities laws, and otherwise complies with these Terms. When any rewards are offered, such promises or rewards agreement are between you and the campaign admin, as applicable. We do not represent, warrant, or guarantee that rewards will be delivered or be satisfactory to you, and we disclaim all warranties relating to rewards. Campaign admins may not offer stock options, interest in an entity, or any other financial instrument as a reward.
Use of Funds
You agree that campaign funds may only be used for purposes expressly disclosed by you as a campaign admin and that the collected funds will not be used for any other purpose. You agree that if we determine, within our sole discretion, that the information provided by any group member participating in the campaign or campaign admin is inaccurate or deceptive in any respect, or that the campaign funds have not been used according to the stated purpose, you agree to promptly refund up to the entire amount of campaign funds to group members who contributed to the campaign.
Transaction History. You may view your transaction history by logging into your Account. You agree to review your transaction history through your online Account. We will not provide this information or a periodic statement via mail or email.
No Refunds or Reversals. All payment transactions using the Services are non-refundable to you and are non-reversible through the Service.
Cancellation or Stop Payment Requests. We cannot assist you with a stop payment request for any payment. Payments that are initiated by you and that are in process are not cancelable or reversible. However, you may cancel payments prior to us charging your payment method or delivering your payment to the designated recipient.
Identity Authentication. You hereby authorize Kudoru, directly or through third parties, to make any inquiries we consider necessary to validate your identity and/or authenticate your identity and account information and, group accounts, your company or employer. This may include asking you for further information and/or documentation about your account usage or identity, or requiring you to take steps to confirm ownership of your email address, wireless/cellular telephone number or financial instruments, and verifying your information against third party databases or through other sources. If your Group Admin is a business entity or nonprofit under the Internal Revenue Service (such as a 501(c)(3)), we may request the legal entity name, its status, and its Federal Tax Identification Number. This process is for internal verification purposes.
Not a Demand Deposit Account. Except as otherwise provided by applicable law, when you sign up for access to an Account or maintain a payment method, you understand that Kudoru does not provide and your Account is not a demand deposit (checking) account, savings account, or other consumer asset account with us. You receive access to an Account that allows you to send funds through the Service. We do not hold balances within your Account, however we store your payment method credentials to make it easier and faster for you to send and receive payments when you are using the Service. We will hold and move funds in accordance with your Payment Instruction, applicable law, these Terms, and the terms of our third party partners.
Liability for Failure to Make Transfers. We will use reasonable efforts to complete all your Payment Instructions. For some reason we are unable to deliver a payment, we will return your funds to your payment method or we may use other reasonable efforts to return such payment to you as permitted by applicable law. You authorize us to attempt to present your transactions up to three (3) times against your payment method if the first and second attempts are returned as unsuccessful. We would seek additional authorization from you for any additional attempts to present your transaction against your payment method in the event the three (3) initial attempts are unsuccessful.
We are not responsible for any overdraft fees, over-the-limit fees, or insufficient fund charges (including finance charges, late fees, or similar charges) that result from your failure to maintain a balance or available credit on your payment method that is sufficient to fund all payments you initiate. You agree that we have the authority to charge your payment method for any fees or costs we incur for your failure to maintain a balance on your payment method and initiating a payment using the Service.
Additionally, we shall incur no liability if we are unable to complete any transaction because of the existence of any one or more of the following circumstances: (i) insufficient funds; (ii) malfunction of the Service, including our third party vendor services, due to circumstances beyond our control or due to circumstances that you were already aware of at the time you initiated your Payment Instruction; (iii) inaccurate or insufficient Payment Instructions; or (iv) failure of the Recipient to claim the payment; (v) fraudulent, illegal, or prohibited activities. Payments using the Service are final and non-refundable.
Payment Transaction Limits. By using the Service, you agree to adhere to the transaction limits set by us in our sole discretion from time to time. You will (i) only be allowed to send up to $999.99 in payments in a calendar day; (ii) only be allowed to make four (4) payments to the same recipient per calendar day; (iii) not be permitted to make payments more than $10,000 per calendar month in aggregate; and (iv) not create or use multiple Accounts in an effort to circumvent our set transaction limits. A calendar day is defined as Midnight to Midnight PST. We may require you to submit further identification information in order to send a payment if we suspect that you are abusing the payment service offering. These limits apply in aggregate and include any payments sent to purchase event tickets to created events using Kudoru. We reserve the right to suspend or close any Account or Accounts we believe have violated and/or attempted to violate our limits. Moreover, if we believe that you have violated this provision or any other provision contained within this Agreement we reserve the right not to deliver any payments you have submitted which have not yet been processed by us.
Taxes. It is your responsibility to determine what, if any, taxes apply to the payments you make or receive, and it is your responsibility to collect, report and remit the correct tax to the appropriate tax authority. We are not responsible for determining whether taxes apply to your transaction, or for collecting, reporting or remitting any taxes arising from any transaction.
Risk of Reversals, Chargebacks and Claims. When you receive a payment, you are liable to Kudoru for the full amount of the payment plus any fees if the payment is later invalidated for any reason. This means that, in addition to any other liability, you will be responsible for the amount of the payment, plus applicable fees if you lose a claim or a chargeback, or if there is a reversal of the payment. If a sender of a payment later disputes the payment or files a claim for a chargeback, the payment method issuer or the originating bank, not Kudoru, will determine whether the dispute is valid and to whom payment is due. You agree to allow Kudoru to recover any amounts due to Kudoru by debiting your balance. If there are insufficient funds in your balance to cover your liability, you agree to reimburse Kudoru through other means. If Kudoru is unable to recover the funds from your primary payment method, Kudoru may attempt to contact you. Kudoru may recover the funds from your alternate funding sources, or may take other legal actions to collect the amount due, to the extent allowed by applicable law. If your transaction history shows transfers you did not make, you must immediately contact Kudoru at the information provided below or by email to firstname.lastname@example.org. You should also follow the terms of your debit card agreement and contact the issuer of the debit card immediately upon becoming aware of any unauthorized transfers, including transfers from your payment method using the Service.
We may block or reverse payments in our sole discretion. In no event shall we or our independent contractors or other third parties to whom we assign or delegate rights or responsibilities be liable for any claims or damages resulting from prohibited payments. Further, we have no obligation to research or resolve any claim resulting from a prohibited payment. All research and resolution for any misapplied, mis-posted or prohibited payments will be your sole responsibility and not ours.
C. CREATING EVENTS
Creating Events.The Service allows you to create, schedule and share group meetings at physical venues of your choice using the calendar or event feature within the app. The Service also allows you to request payments from attendees and potential attendees of your group meetings. We do not supervise these meetings and are not involved in any way with the actions of any individuals at these meetings. As a result, we have no control over the identity or actions of the individuals or group members who are present at these meetings, and we request that our users exercise caution and good judgment when attending these meetings. You agree that you bear all risk and you agree to release us from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, now and in the future, arising out of or in any way connected with your use of this feature within the Service.
General. Access to the Service and use of selected features of our Service is free. In order to cover processing costs and keep the doors open, we charge a flat fee for receiving money of 3.4% per transaction plus $.30. Sending money through Kudoru is free. For clarity, only the recipient is responsible for the fee. Additionally, if you create an event and charge for attendance or request a payment for attendance using Kudoru, we charge a flat fee of 3.4% of each ticket price plus $.99 per ticket. The event creator is responsible for the fee. You may be subject to third party fees, such as insufficient fund fees, reversal, or ACH insufficient fund fees that a bank may charge if your payment is rejected.
We may charge fees for various premium features and services that we offer, and we will notify you of those charges at the time that we offer you the premium features or services for a fee. We may, in our sole discretion, and by notifying you on our website, change this policy and begin charging for access to our website and other features and services, and we may, in our sole discretion, add, remove or change the features and services we offer or the fees (including the amount or the type of fees) we charge at any time. If we introduce a new service or charge a new fee, we will establish and notify you of the fees for that service at the launch of the service or start of charging a new fee. If we notify you of new fees or change the fees for an existing service, you agree to pay all fees and charges specified and all applicable taxes for your continued use of the applicable service. We are not responsible for any charges or expenses you incur resulting from being billed by us in accordance with these Terms of Service (e.g., overdrawn accounts, exceeding account limits, etc.).
Event Fees Assessed by Hosts. Some Group Admins or event hosts may require or request fees for membership in a group or participation in a meeting, or for attendance at an event. Group membership fees, meeting or other event fees are at the discretion of each Group Admin or host. We are not responsible for who decides whether such fees are required, the amount, payment options, frequency, refund policies, and how such fees are used. You assume all risk in connection with the transaction. If you send any payment to a Group Admin or host in error, you must contact that person or host to seek resolution.
V. TRANSACTION RECORDS, & INFORMATION SECURITY
Confidentiality and Disclosure of Information.For information about our data protection practices, please read our privacy notice, located here. , which is hereby incorporated into this Agreement. This policy explains how we treat your personal information when you access the Service and use the payment services. The policy may be updated from time to time at our discretion. Changes will be effective upon posting to the website.
We may disclose information to third parties about your Account, and transactions: (i) where it is necessary for completing transactions; (ii) as necessary in connection with offering the Service, (iii) in connection with the investigation of any claim related to your Account or the payment you send;(iv) in order to verify your identity; (v) in order to comply with government agency or court orders; (vi) if you give us your written permission; or (v) in accordance with our privacy notice, which can be found on our website here.
Our privacy notice includes more detailed information about our sharing practices and your right to opt-out of certain information sharing.
Accuracy of Records.Accurate records and account information enable us to provide the Service to you. You must provide true, accurate, current, and complete information about your accounts maintained at third party websites, and you may not misrepresent any Account information. In order for the Service to function effectively, you must also keep your Account information up to date and accurate. If you do not do this, the accuracy and effectiveness of the Service provided to you will be affected. You represent that you are a legal owner of, and that you are authorized to provide us with all Account information and other information necessary to facilitate your use of the Services.
Receipts. Your transaction record will be displayed within the Service at the conclusion of your payment transaction at which time you will be able to print it for your records. You agree to receive your receipt by this method instead of receiving periodic statements by mail. We recommend you keep a copy of your receipt for your records. You may also view your payment transactions history by using the transaction history feature located within the Service.
Password Security and Keeping Your Email and Address Current.You are responsible for maintaining adequate security and control of any and all IDs, passwords, personal identification numbers (PINs), or any other codes that you use to access the Account and Services. You are responsible for keeping your mailing address and email address up to date in your Account profile.
Fraud Abuse.Notify us immediately if you believe your password or mobile device has been lost or stolen, or if you believe that a payment has been made without your permission. Also, if your bank or funding source statement shows payments that you did not make, including those made by card, code or other means, notify us immediately. By using the Service, you agree to immediately notify us if you suspect or discover fraudulent or abusive activity. If you so notify us, or we otherwise suspect fraudulent or abusive activity, you agree to cooperate with us in any fraud investigation and to use any fraud prevention measures we prescribe. Your failure to cooperate or to use such measures will result in your liability for all fraudulent usage or abusive activity associated with your use of the Service. In order to prevent financial loss to you or to us, we may contact your payment method issuer, law enforcement, or affected third parties (including other users) and share details of any payments you are associated with, if we believe doing so may prevent financial loss or a violation of law.
VI. RESTRICTED ACTIVITIES, ACCOUNT SUSPENSION & CLOSURE
Restricted/Prohibited Activities.In connection with your use of our Service, your Account, or in the course of your interactions with us, other users, or third parties affiliated with the Service you represent and agree you will not:
a. Breach this Agreement or any other agreement or policy that you have agreed to with us;
b. Violate any applicable law, including but not limited to any law, statute, ordinance, or regulation (for example, those governing financial services, consumer protections, unfair competition, anti-discrimination or false advertising);
c. Infringe our or any of our affiliates or partners’ copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy;
d. Act in a manner that is defamatory, offensive, trade libelous, threatening or harassing;
e. Provide false, inaccurate or misleading information;
f. Send or receive what we reasonably believe to be potentially fraudulent or illegal funds;
g. Refuse to cooperate in an investigation or provide confirmation of your identity or any information we request to validate your identity;
h. Attempt to "double dip" during the course of a dispute by receiving or attempting to receive funds from us and/or payment method provider, or any other third party involved in the same transaction;
i. Control an Account that is related to another Account that has engaged in any of these Restricted Activities;
j. Conduct yourself or use the Services in a manner that results in or may result in complaints, disputes, claims, reversals, chargebacks, fees, fines, penalties and other liability to us, other users, third parties or you;
k. Engage in or furtherance of debt collection activities;
l. Access the Services from a country that is not permitted by us;
m. Using any unacceptable payment method to send or receive a payment;
n. Abuse or manipulation of any promotional code provided for use within the Service.
o. Take any action that imposes an unreasonable or disproportionately large load on our infrastructure; facilitate any viruses, Trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or Information; use an anonymizing proxy; use any robot, spider, other automatic device, or manual process to monitor or copy our website without our prior written permission; or use any device, software or routine to bypass our robot exclusion headers, or interfere or attempt to interfere with our website or the Services; or
p. Take any action that may cause us to lose any of the services from our internet service providers, payment processors, or other suppliers.
If you breach these restrictions or permit others to do so or conduct (or attempt to conduct) any transactions that we believe are not permitted by this Agreement (such as one of the activities set forth above) or applicable law, we may, at our sole discretion and without waiving any of our rights, freeze, close, cancel, suspend, or limit your use of your Account, the Service, and/or your access to the Service.
Closing Your Account. You may close or delete your Account at anytime within the Service. Upon Account closure, we will attempt to complete any pending transactions, unless otherwise legally prohibited. When you close your Account you will no longer be able to access or use the Service using that Account and you will not receive a refund of any service fees or balances. Additionally, by closing your Account, either by you or us, you will not be canceling any payments that have already been delivered or we have begun to process. Upon closure of your Account, you must immediately discontinue use of your Account. Closure of your Account will not affect your obligations under this Agreement.
Limitations on Closing Your Account. You may not close your Account to evade an investigation. If you attempt to close your Account while we are conducting an investigation, we may hold your funds for up to 90 Days to protect us, our affiliates, or a third party against the risk of reversals, chargebacks, claims, fees, fines, penalties and other liability. You will remain liable for all obligations related to your Account even after the Account is closed. After the closure of your Account, the transaction history will be available by calling customer service for 60 days from the date of closure.
VII. MISCELLANEOUS TERMS
Termination. This Agreement is in effect each time you use the Service and shall govern your use of the Service. We may terminate or suspend your use of the Service at any time without cause or prior notice. Termination of this Agreement shall not affect your liability or obligations incurred or arising prior to the termination. Following termination of this Agreement, we will only retain and use your Content in accordance with these Terms, specifically the Kudoru Privacy Notice. We do not guarantee that we will be able to return any of your Content back to you and we may permanently delete your Content without notice to you at any time after termination.
Kudoru’s Intellectual Property Rights. Kudoru, the Kudoru logo, text scripts, graphics, and interactive features are service/trademarks of Kudoru, Inc. All other featured logos are service/trademarks of their respective owners.
You acknowledge and agree that contents of the Service, including its "look and feel" (e.g., text, graphics, images, logos and button icons), photographs, editorial content, notices, software (including html-based computer programs) and other material used by us for the Service, are proprietary to us and our licensors and protected under both United States and other applicable copyright, trademark and other laws. As such, you will not gain any ownership or other right, title or interest in or to them by reason of this Agreement or otherwise.
License Grant. You are granted a revocable non-exclusive, limited license or right to access the Service for use as prescribed herein. You agree not to use the Service for any other purpose, including, prohibited commercial purposes, such as co-branding, linking, or reselling any portion of the Service without our prior written consent. This license grant includes the software and all updates, upgrades, new versions and replacement software for your personal use only. You may not charge, resell, lease or otherwise transfer your rights in the software to a third party. You must comply with the implementation and use requirements contained in all our documentation accompanying the Services. If you do not comply with our implementation and use requirements you will be liable for all resulting damages suffered by you, us and third parties. You agree not to alter, reproduce, duplicate, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code which is derived from the software. You acknowledge that all rights, title and interest to the Services are owned by us.
No Warranties. THE SERVICES ARE PROVIDED "AS IS" AND WITHOUT ANY REPRESENTATION OF WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. KUDORU, OUR PARENT, THE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURES, EMPLOYEES AND SUPPLIERS OF KUDORU SPECIFICALLY DISCLAIM ANY EXPRESSED OR IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT REGARDING THE SERVICES, THE SERVICE, THE PLATFORM, ACCOUNTS, PAYMENT TRANSFERS, ANY FEATURE THEREOF, OR ANY SUBJECT MATTER COVERED BY THE SUBSTANCE OF THIS AGREEMENT. KUDORU DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED, AND KUDORU DISCLAIMS ANY IMPLIED WARRANTY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHETHER EXPRESS OR IMPLIED. WE WILL NOT BE RESPONSIBLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING, BUT NOT LIMITED TO, POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION OR SETTLEMENT OF TRANSACTIONS OR USE OF THE SERVICE OR THE SERVICE. KUDORU MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT THE CONTENT THAT MAY BE AVAILABLE THROUGH THE SERVICES IS FREE OF BUGS, DEFECTS, OR ERRORS, OR INFECTION FROM ANY VIRUSES OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE PROPERTIES OR THAT ARE INTENDED TO DAMAGE, SURREPTITIOUSLY INTERCEPT, OR EXPROPRIATE ANY SYSTEM, DATA, OR PERSONAL INFORMATION. YOU SPECIFICALLY ACKNOWLEDGE THAT KUDORU SHALL NOT BE LIABLE FOR USER SUBMISSIONS, POSTS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
Limitation of Liability. IN NO EVENT SHALL WE, OUR PARENT, THE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURES, EMPLOYEES AND SUPPLIERS, DIRECT OR INDIRECT SUBSIDIARIES, AFFILIATES, AGENTS, EMPLOYEES OR REPRESENTATIVES BE LIABLE FOR ANY DAMAGE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGE FOR ANY BREACH OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF BUSINESS OR GOODWILL, LOSS OF USE EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE OR ANY CLAIM BY ANY THIRD PARTY. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, KUDORU’S LIABILITY TO YOU FOR ANY CAUSE WHATEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE PROCESSING FEES YOU HAVE PAID US REGARDING YOUR USE OF THE SERVICE AND SERVICES WE PROVIDE.
WE SHALL NOT BE LIABLE IF WE ARE UNABLE TO PROVIDE THE SERVICE (OR ANY PART THEREOF) OR PERFORM ANY OF OUR OBLIGATIONS CONTAINED IN THIS AGREEMENT DUE TO, DIRECTLY OR INDIRECTLY, THE FAILURE OF ANY EQUIPMENT OR ANY INDUSTRIAL DISPUTE, WAR, FLOOD, EXPLOSION, ACT OF GOD OR ANY OTHER EVENT BEYOND OUR CONTROL. NOTHING IN THIS AGREEMENT SHALL OPERATE SO AS TO EXCLUDE OR LIMIT OUR LIABILITY FOR ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW.
Indemnity. You agree to defend, indemnify and hold harmless Kudoru, its respective financial institutions, merchants and their respective affiliates, advertising and promotion agencies and their service providers and all of their respective officers, directors, employees and agents (collectively, the "Kudoru Parties") from any loss, liability, claim, or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your use of the Service in violation of this Agreement or applicable law and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth herein.
Remedies Available to You. Your sole and exclusive remedy for any failure or non-performance of a Service, including any associated software or other materials supplied in connection with a Service, shall be for us to use commercially reasonable efforts to repair affected applicable Service. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or this Agreement must be filed within one year after such claim or cause of action arose or be forever barred.
Dispute Resolution. Any claim between you and us arising out of, or connected with this Agreement or the Service shall be resolved exclusively within the federal and state courts residing within Harris County, State of Texas, U.S.A., and you waive any jurisdictional venue or inconvenient forum objections to such courts. Any claim between you and a third-party services provider shall be handled in accordance with the dispute resolution provisions of your agreement with them.
Contact Customer Service First. If a dispute arises between you and us, our goal is to learn about and address your concerns. Accordingly, if any dispute arises between you and us regarding the Services please report the dispute to customer service prior to escalating your Claim.
Arbitration. Any Claim shall be resolved, upon the election by you or us, by arbitration through the American Arbitration Association ("AAA") and such proceedings shall occur in Harris County, Houston, Texas. Claims may be referred to any other arbitration organization that is mutually agreed upon in writing by you and us and arbitrator(s) will enforce the terms of the arbitration set herein. This means that neither you nor we will have the right to litigate that Claim in court or have a jury trial on that Claim. Other rights that you would have in court also may not be available or may be limited in arbitration, including your right to appeal and your ability to participate in a class action. For any Claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000.00 USD, the party requesting relief must resolve the dispute in a cost effective manner through binding non-appearance-based arbitration.
Opt-out of Agreement to Arbitrate. You can decline this Agreement to arbitrate by providing us notice in writing to opt-out within thirty (30) days of your first use of the Service.
>u>Arbitration Procedures. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. The parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, unless otherwise agreed to by both parties; b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
Arbitration Fees. The AAA rules will govern payment of all arbitration fees.
Exceptions to Agreement to Arbitrate. Either you or Kudoru may assert claims, if they qualify, in small claims court in Houston, Texas or any United States county where you live or work. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services, or intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute-resolution process described herein.
Judicial forum for disputes. In the event that the agreement to arbitrate is found not to apply to you or your claim, you and Kudoru agree that any judicial proceeding (other than small claims actions) will be brought in the federal or state courts in Harris County, Houston, Texas. Both you and Kudoru consent to venue and personal jurisdiction in Harris County, Houston, Texas.
Class Action Waiver and Other Restrictions. Arbitration shall proceed solely on an individual basis without the right for any claims to be arbitrated on a class action basis or on basis involving claims brought in a purported representative capacity on behalf of others. The arbitrator’s authority to resolve and make written awards is limited to claims between you and us alone. Claims may not be joined or consolidated unless agreed to in writing by all parties. No arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration. Notwithstanding any other provision in this Agreement and without waiving either party’s right of appeal, if any portion of this "Class Action Waiver and Other Restrictions" provision is deemed invalid or unenforceable, then this entire Section (other than this sentence) shall not apply. If you do not wish to be bound by the class-action waiver in this Section, you must notify us in writing within thirty (30) days of the date of your first use of the Service under this Agreement. Your written notification must be mailed to: Kudoru, Inc., Attn: Legal, 12 Greenway Plaza, Suite 1100, Houston, Texas 77046.
Improperly Filed Litigation. All claims you bring against us must be resolved in accordance with this Agreement. All claims filed or brought contrary to this Agreement shall be considered improperly filed and a breach of this Agreement. Should you file a claim contrary to this Agreement, we may recover attorneys' fees and costs (including in-house attorneys and paralegals) up to $1,000.00 USD, provided that Kudoru has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim within thirty (30) days of such notice.
Insolvency Proceedings. If any proceeding by or against you is commenced under any provision of the United States Bankruptcy Code, as amended, or under any other bankruptcy or insolvency law, we will be entitled to recover all reasonable costs or expenses (including reasonable attorneys' fees and expenses) incurred in connection with the enforcement of this Agreement.
No Waiver. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. You agree that if we do not exercise or enforce any legal right or remedy which is contained in the Agreement (or which Kudoru has the benefit of under any applicable law), this will not be taken to be a formal waiver of our rights and that those rights or remedies will still be available to us.
Assumption of Rights. If we pay out a claim, reversal or chargeback that you file against a recipient of your payment, you agree that Kudoru assumes your rights against the recipient and third parties related to the payment, and may pursue those rights directly or on your behalf, in Kudoru's discretion.
Release of Kudoru. If you have a dispute with one or more users, you release us (and our parent, officers, directors, agents, joint ventures, employees and suppliers) from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes. To the extent permitted by applicable law, you waive and release us from all defenses, rights, and claims you have or may have against us arising from or relating to this Agreement.
No Third Party Beneficiary Rights. You are not a direct part or third party beneficiary to any agreement with any payment processing partner or third party vendor used by Kudoru to provide the Services.
Attorneys’ Fees and Costs. Except as may be provided in this Agreement, you agree to pay all costs incurred by us or our successors or assigns in collecting unpaid indebtedness or in enforcing this Agreement, including attorneys’ fees and costs, as well as those costs, expenses and attorneys’ fees incurred in appellate, bankruptcy, and post-judgment proceedings, except to the extent such costs, fees, or expenses are prohibited by applicable law.
Void Where Prohibited. Not all services described in this Agreement are available to all persons or in all jurisdictions. We reserve the right in our sole discretion, to limit, restrict or prohibit the provision of any such services to any person or in any location. Any offer of a service in this Agreement shall be deemed void where prohibited.
Non-Assignability. You may not assign or transfer this Agreement or any of your rights, obligations, duties, responsibilities, or liabilities under this Agreement without our prior written consent, and any attempt to the contrary without our prior written consent shall be null and void. This Agreement shall be binding on you and your respective executors, administrators, and permitted assigns. We may assign all or portions of our rights and obligations under this Agreement without your approval to any entity which acquires all or substantially all of our assets or to any Affiliate or successor.
Severability. If any provision of this Agreement is determined to be invalid or unenforceable under any applicable law, the validity or enforceability of any other provision of this Agreement shall not be affected, and, in lieu of such invalid or unenforceable provision, there shall be added automatically, as part of this Agreement, a provision as similar in terms as may be valid and enforceable, if possible.
Survival. Any provision in this Agreement that provides for rights or remedies which by their nature should continue after termination of this Agreement will survive termination of this Agreement.
Complete Agreement. This Agreement, along with any applicable policies and agreements on terms and conditions may be found at www.kudoru.com, sets forth the entire understanding between you and us with respect to the Services.
Translated Agreement. Any translation of this Agreement is provided solely for your convenience and is not intended to modify the terms of this Agreement. In the event of a conflict between the English version of this Agreement and a version in a language other than English, the English version shall apply.