Terms and Conditions - KanduAI.com
Last revised: May 27, 2019
AI Falcon Ltd., doing business as KanduAI.com (“KanduAI”, “Company”, or “we”, “our”), welcomes you (the “User”, or “you”) and to our website available at: http://www.KanduAI.com (the “Site”) and to our applications (the “App(s)”) (collectively, the “Service(s)” as further detailed below).
1. Acceptance of the Terms
IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT ENTER TO, CONNECT TO, ACCESS OR USE THE SERVICES, SITE AND APPS IN ANY MANNER.
2. The Services
The Site hosts content related to the Company and its activities, products and services.
The Apps offered on the Site currently include:
• The Digital Signage Analytics™ application – intended to potentially improve your marketing business strategies and improve overall user attention and audience comprehension by using facial detection (“DSA App”).
The use of other Services and/or Apps offered or included in the Site are subject to these Terms or to other terms and conditions or agreements as may separately be executed between You and Company.
You are solely responsible for maintaining the confidentiality of your login information and are fully responsible for all activities that occur under your account. You hereby agree to immediately notify Company of any breach of security, and Company shall not be liable for any loss or damages arising from Users’ failure to comply with the requirements specified above.
Subject to these Terms and your strict compliance therewith, including, without limitation, the payment of all fees (if applicable), Company hereby grants you and you hereby accepts, a limited, non-exclusive, revocable, non-sublicensable, and non-transferable right and license to use the Apps in object code format, for your own internal use, for the limited of devices and for the duration of time specified in the Site or other documentations issued by the Company with respect to the applicable App, subject to earlier termination or expiration as provided herein or therein and solely for the purpose and intended use of the App. Company may monitor your use of the App and compliance with these Terms and any other applicable terms and conditions.
3. Payment and Service Fees
Some of the Services are currently rendered free of charge. reserves the right to charge fees for these or additional Services, as shall be published in the Site from time to time.
KanduAI reserve the right at any time to charge fees for access to specific Services. In no event, however, will you be charged for access to the Services unless we obtain your prior agreement to pay such charges. Accordingly, if at any time we require a fee for portions of the Services that are now free, we will give you advance notice of such fees. You may cancel your subscription at any time upon sending an email to support@KanduAI.com or login to “my account” on KanduAI.com and choose “cancel subscription” inside your account, provided however that no pre-paid fees will be refunded. You shall pay all fees and charges incurred through your account at the rates in effect for the billing period in which such fees and charges are incurred. All fees and charges shall be billed to and paid for by you. You shall pay all applicable taxes relating to use of the Services through your account.
For paid Services, we will charge your credit card, credit account, bank account or debit card issuer at the time you subscribe to the applicable Services. For Services that include a free trial period, we may preauthorize upon subscription the applicable amount with your credit card, credit account, bank account or debit card issuer, which may have an effect on your available credit line.
KanduAI may, in its sole discretion, make promotional offers with differing features and/or charges to any User. You may receive promotions or referral codes that you can apply toward payment of certain charges. Promotions or referral codes are only valid for use on the applicable Site, and are not transferable or redeemable for cash except as may be required by applicable law. Additional restrictions on promotions or referral codes may apply as communicated to you in a relevant promotion.
The DSA App is available for download as the Site for a limited trial period (to be specified in the Site), which may be followed with a paid subscription term (e.g. annual, monthly or otherwise as shall be specified in the Site). Pricing may vary , based on quantity use or other basis as shall be listed in the Site., Downloading of the DSA App may require pre-authorization of the applicable amount as described above.
4. User Representations and Undertakings
As a pre-condition to your use of the Services (or any part thereof), you hereby represent and warrant, that:
a. you possess the knowledge and judgment necessary to decide whether to use the Service or to otherwise rely on any information available therein;
b. you acknowledge that there are risks in using the Services, and that KanduAI cannot and does not guarantee any specific outcomes from such use, and you hereby assume all such risks, liabilities and/or harm of any kind arising in connection with and/or resulting from such use;
c. you possess all necessary rights (including ownership rights), either through yourself or through receipt of necessary consents or permissions, to use the Services;
d. the execution of the Terms does not and will not violate any other agreement to which you are bound or any law, rule, regulation, order or judgment to which you are subject and you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and you are not listed on any U.S. Government list of prohibited or restricted parties;
e. you acknowledge that you are solely responsible for complying with applicable laws regarding your use of the Services; and
f. you will not infringe or violate any of the Terms, the rights of any third party or any applicable law or regulations.
g. You are over the age of 18 (for natural persons).
5. Use Restrictions
There are certain conducts which are strictly prohibited while accessing or using the Services. Please read the following restrictions carefully. Your failure to comply with the provisions set forth may result herein (at Company’s sole discretion) in the termination of your use and access to the Services and may also expose you to civil and/or criminal liability.
You may not, whether by yourself or anyone on your behalf:(i) copy, modify, adapt, translate, reverse engineer, decompile, or disassemble any portion of the contents of the Services, including the Site and Apps and further including any Java applets associated with the Site, in any way or publicly display, perform, or distribute them (“KanduAI Content”); (ii) make any use of the KanduAI Content on any other website or networked computer environment for any purpose, or replicate or copy the KanduAI Content without KanduAI’s prior written consent; (iii) create a browser or border environment around KanduAI Content (no frames or inline linking); (iv) interfere with or violate any other Site visitor’s or Services’ user’s right to privacy or other rights, or harvest or collect personally identifiable information about such visitors or users without their express written consent, including using any robot, spider, site search or retrieval application, or other manual or automatic device or process to retrieve, index, or data-mine; (v) defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights of others (whether stemming from contract, tort or otherwise); (vi) transmit or otherwise make available in connection with this Services any virus, worm, Trojan Horse, time bomb, web bug, spyware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component; (vii) interfere with or disrupt the operation of the Services, or the servers or networks that host the Site and/or Apps or make the, available, or disobey any requirements, procedures, policies, or regulations of such servers or networks; (viii) sell, license, or exploit for any commercial purposes any use of or access to the KanduAI Content or the Services; (ix) frame or mirror any part of the Services without KanduAI’s prior express written authorization; (x) create a database by systematically downloading and storing all or any of the KanduAI Content; (xi) forward any data generated from the Services without the prior written consent of KanduAI; or (xii) transfer or assign your accounts data and password, even temporarily, to a third party; (xiii) use the Services, post or communicate any information for any illegal, immoral or unauthorized purpose; or (xiv) use the Services for non-personal or commercial purposes without KanduAI’s express prior written consent.
You must comply with all applicable laws, regulations, and industry standards in your personal or business conduct, and in the event that any person, entity, or government authority accuses you of any illegal or unethical conduct, Company shall have the right in its sole discretion to immediately suspend or terminate Your use of the Services (without limiting from any other remedy of the Company).
6. Misconduct and Copyright Agent
We care for your safety and well-being. If you believe a user or a third party acted inappropriately including, but not limited to, offensive, violent or sexually inappropriate behavior or content, please report immediately such person to the appropriate authorities and to us.
KanduAI respects the intellectual property rights of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide the following information in writing to the Company’s Copyright Agent: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of the copyright; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of the material that you claim 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 sufficient to permit us to locate the material (including URL address or screen capture of such infringing activity); (iv) information so that the Company can contact you, such as address, telephone number and e-mail address; (v) a statement that you believe in good faith that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; (vi) a statement that the information in the notification is accurate and, under penalty of perjury, you are the copyright owner or are authorized to act on behalf of the owner of a copyright that is allegedly infringed. The Company’s Copyright Agent can be reached at: info@KanduAI.com
In the event that KanduAI receives notice regarding a copyright infringement, it may cancel a User account, take any webpage down and/or remove any content in its sole discretion, with or without prior notice. In such case, a party that sees itself damaged by KanduAI’s actions, may file a proper counter-notice in which you must include: (1) full name, address, phone number and physical or electronic signature; (2) identification of the material and its location before removal; (3) a statement under penalty of perjury that the material was removed by mistake or misidentification; (4) consent to an appropriate judicial body; and (5) any other information required under the relevant applicable law. KanduAI reserves the right to notify the person or entity providing the infringement notice of such counter-notice and provide any details included therein.
7. Your Content
KanduAI may allow you to upload, post, publish and make available copyrightable materials such as literary works, text, images, photos, videos, strips and any other proprietary materials (the “User Generated Content”). You understand and agree that you are solely responsible for any of your User Generated Content and the consequences of posting or publishing such material, on the Site, Apps and/or through the Services, in any way. You represent and warrant that you are the rightful owner of the User Generated Content you upload, or, that you have (and will continue to have) all the necessary licenses, rights, consents, and permissions from the rightful owners of such User Generated Content, which are required to use and to enable KanduAI to use the User Generated Content you upload and that such User Generated Content does not infringe any third party’s copyright or other rights. You agree that you will not post or upload any User Generated Content containing content which is unlawful for you to possess, post or upload in the country in which you are resident, which is against any internal policies or regulations of the organization for which you may work, or which it would be unlawful for KanduAI to use or possess in connection with the Site or Services. KanduAI explicitly reserves the right to remove the User Generated Content without giving any prior notice, at its sole discretion. When you upload, post, publish or make available any User Generated Content or use such User Generated Content, you grant KanduAI an irrevocable, perpetual, non-exclusive, royalty-free, transferable, assignable, sub-licensable and worldwide license, to use, reproduce, distribute, transmit, make derivative works of, display, copy, make available and perform that User Generated Content, along with your name, details, trade-marks, service-marks and logos, only in connection with the Services and/or Site, whether through the Internet, any mobile device or otherwise, in any media formats and through any media channels known today and developed in the future.
9. Intellectual Property Rights
The Services, Sits, Apps, KanduAI Content (excluding User Generated Content), and their design, logos, graphics, images, as well as the selection, assembly and arrangement thereof, KanduAI’s proprietary software, algorithms and all intellectual property rights pertaining thereto, including inventions, patents and patent applications, trademarks, trade names, logos, copyrightable materials, graphics, text, photographs, designs (including the “look and feel” of the Services and any part thereof), specifications, methods, processes, algorithms, data, technical information, technology, interactive features, source code and objects, files, interfaces, interface graphics and trade secrets, whether or not registered or registrable (collectively, “Intellectual Property”), are owned and/or licensed to KanduAI and are subject to copyright and other applicable intellectual property rights under U.S laws, foreign laws and international conventions. Unless expressly permitted in these Terms, you may not copy, distribute, display, publicly perform, make available to the public, disassemble, separate, modify, sublicense to, commercial use, sell, rent, lend, process, connect, combine with other software, translate, modify, or create derivative works of any material that is subject to KanduAI’s proprietary rights, including KanduAI’s Intellectual Property, either by yourself or by someone acting on your behalf, in any way or by an means. All logos and other proprietary identifiers used by KanduAI in connection with the Services (“KanduAI Trademarks”) are all trademarks and/or trade names of KanduAI, whether or not registered. All other trademarks, service marks, trade names and logos, which may appear on or with respect to the Services belong to their respective owners (“Third Party Marks”). No right, license, or interest to KanduAI Trademarks and/or to the Third Party Marks is granted hereunder, and you agree that no such right, license, or interest shall be asserted by you with respect to KanduAI Trademarks or the Third Party Marks and therefore you will avoid using any of those marks, unless expressly permitted herein. You are hereby prohibited from removing or deleting any and all copyright notices, restrictions and signs indicating proprietary rights of KanduAI and/or its licensors, including copyright mark [©] or trademark [® or ™] contained in or accompanying the Service, and you represent and warrant that you will abide by all applicable laws in this respect. You are further prohibited from using, diluting or staining any name, mark or logo that is identical, or confusingly similar to any of KanduAI marks and logos, whether registered or not.
11. Third Party Services
12. Third Party Components
The Services may use or include third party software, files and components that are subject to open source and third party license terms (“Third Party Components”). Your right to use such Third Party Components as part of, or in connection with, the Service is subject to any applicable acknowledgements and license terms accompanying such Third Party Components, contained therein or related thereto. If there is a conflict between the licensing terms of such Third Party Components and these Terms, the licensing terms of the Third Party Components shall prevail only in connection with the related Third Party Components. These Terms do not apply to any Third Party Components accompanying or contained in the Service and KanduAI disclaims all liability related thereto. You acknowledge that KanduAI is not the author, owner or licensor of any Third Party Components, and that KanduAI makes no warranties or representations, express or implied, as to the quality, capabilities, operations, performance or suitability of Third Party Components. Under no circumstances shall the Service or any portion thereof (except for the Third Party Components contained therein) be deemed to be “open source” or “publicly available” software.
The Services availability and functionality depends on various factors, such as communication networks software, hardware, and KanduAI’s service providers and contractors. KanduAI does not warrant or guarantee that the Services will operate and/or be available at all times without disruption or interruption, or that it will be immune from unauthorized access or be error-free.
14. Changes to the Services
KanduAI reserves the right to modify, correct, amend, enhance, improve, make any other changes to, or discontinue, temporarily or permanently the Services (or any part thereof, including but not limited to the KanduAI Content) without notice, at any time and at its sole discretion. In addition, you hereby acknowledge that the content provided under the Services may be changed, extended in terms of content and form or removed at any time without any notice to you. You agree that KanduAI shall not be liable to you or to any third party for any modification, suspension, or discontinuance of our Services or the KanduAI Content included in the Services.
15. Disclaimer and Warranties
KANDUAI DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE, THE INABILITY TO USE OR OPERATE, OR THE RESULTS OF THE USE OF THE SERVICES. THE SERVICES (AND ANY PART THEREOF), INCLUDING WITHOUT LIMITATION THE SITYE, APPS, ANY CONTENT, DATA AND INFORMATION RELATED THERETO, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF TITLE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES OF USE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. KANDUAI AND ITS AFFILIATES, INCLUDING ANY OF THEIR OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUB-CONTRACTORS, AGENTS, PARENT COMPANIES, SUBSIDIARIES AND OTHER AFFILIATES (COLLECTIVELY, “KANDUAI AFFILIATES”), JOINTLY AND SEVERALLY, DISCLAIM AND MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE USABILITY, ACCURACY, QUALITY, AVAILABILITY, RELIABILITY, SUITABILITY, COMPLETENESS, TRUTHFULNESS, USEFULNESS, OR EFFECTIVENESS OF ANY CONTENT, DATA, RESULTS, OR OTHER INFORMATION OBTAINED OR GENERATED IN CONNECTION WITH YOUR OR ANY USER’S USE OF THE SERVICES. KANDUAI DOES NOT WARRANT THAT THE OPERATION OF THE SERVICES IS OR WILL BE SECURE, ACCURATE, COMPLETE, UNINTERRUPTED, WITHOUT ERROR, OR FREE OF VIRUSES, WORMS, OTHER HARMFUL COMPONENTS, OR OTHER PROGRAM LIMITATIONS. KANDUAI MAY, AT ITS SOLE DISCRETION AND WITHOUT AN OBLIGATION TO DO SO, CORRECT, MODIFY, AMEND, ENHANCE, IMPROVE AND MAKE ANY OTHER CHANGES TO THE SERVICE AT ANY TIME, OR DISCONTINUE DISPLAYING OR PROVIDING ANY CONTENT OR FEATURES WITHOUT ANY NOTICE TO YOU. YOU AGREE AND ACKNOWLEDGE THAT THE USE OF THE SERVICES, INCLUDING USE OF AND/OR RELIANCE ON ANY CONTENT AVAILABLE THROUGH THE SERVICES, IS ENTIRELY, OR OTHERWISE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AT YOUR OWN RISK.
16. Limitation of Liability
SUBJECT TO APPLICABLE LAW, IN NO EVENT SHALL KANDUAI AND/OR ANY OF THE KANDUAI AFFILIATES BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, RESULTING FROM OR ARISING OUT OF THE SERVICES, USE OR INABILITY TO USE THE SERVICES, FAILURE OF THE SERVICES TO PERFORM AS REPRESENTED OR EXPECTED, LOSS OF GOODWILL, DATA OR PROFITS, THE PERFORMANCE OR FAILURE TO PERFORM UNDER THESE TERMS, AND ANY OTHER ACT OR OMISSION OR BY ANY OTHER CAUSE WHATSOEVER, INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM THE CONDUCT OF ANY USERS AND/OR THIRD PARTY SERVICES. NO ACTION MAY BE BROUGHT BY YOU FOR ANY BREACH OF THESE TERMS MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION. AS SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THEN SUCH LIMITATIONS ONLY MAY NOT APPLY TO A USER RESIDING IN SUCH STATES. SUCH LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO ALL CLAIMS FOR DAMAGES, WHETHER BASED IN AN ACTION OF CONTRACT, WARRANTY, STRICT LIABILITY, NEGLIGENCE, TORT, OR OTHERWISE. YOU HEREBY ACKNOWLEDGE AND AGREE THAT THESE LIMITATIONS OF LIABILITY ARE AGREED ALLOCATIONS OF RISK CONSTITUTING IN PART THE CONSIDERATION FOR KANDUAI’S SERVICES TO YOU, AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, AND EVEN IF KANDUAI AND/OR ANY KANDUAI AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITIES AND/OR DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION AND IN NO EVENT SHALL KANDUAI’S CUMULATIVE LIABILITY TO YOU EXCEED AMOUNTS PAID TO KANDUAI FOR USE OF THE APPLICABLE SERVICE. IF YOU HAVE NOT MADE ANY PAYMENTS TO KANDUAI FOR THE USE OF THE APPLICABLE SERVICE, THEN KANDUAI SHALL NOT HAVE ANY LIABILITY TOWARDS YOU.
You agree to fully defend, indemnify and hold harmless KanduAI and any KanduAI Affiliates from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, fines, late fees, cancellation fees and expenses (including attorney’s fees) arising directly or indirectly from: (i) your use of the Services (or any part thereof); (ii) breach of any term of these Terms by you; (iii) any damage of any sort, whether direct, indirect, special or consequential, you may cause to any third party which relates to your use of (or inability to use) the Services; (iv) your violation of any third party rights, including intellectual property rights, privacy rights or other rights through your use of the Services or provision of information to the Service; and (v) your violation of any applicable law or regulation.
18. Amendment to Terms
Subject to applicable law, KanduAI may change the Terms from time to time, at its sole discretion and without any notice. Substantial changes of these Terms will be first notified on the Site. Such substantial changes will take effect seven (7) days after such notice was provided on any of the abovementioned methods. Otherwise, all other changes to these Terms are effective as of the stated “Last Revised” date and your continued use of the Services after the Last Revised date will constitute acceptance of, and agreement to be bound by, those changes. Please note that in the event that the Terms should be amended to comply with any legal requirements, such amendments may take effect immediately and without any prior notice, as may be required by law.
19. Termination of Services
These Terms do not, and shall not be construed to create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the parties hereto. Any claim relating to the Services or use of the Services will be governed by and interpreted in accordance with the laws of the State of Israel, without reference to its conflict-of-laws principles. Any dispute arising out of or related to your use of the Services will be brought in, and you hereby consent to exclusive jurisdiction and venue in, the competent courts of the District of Tel-Aviv, Israel, provide however that we may seek injunction and other equitable reliefs against you in any competent court. If any provision of these Terms is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provision. We may freely assign, sublicense or otherwise transfer any or all of our rights or obligations under these Terms without consent by or notice to KanduAI. You may not assign, sublicense or otherwise transfer any or all of your rights or obligations under these Terms without KanduAI’s prior express written consent. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof. These Terms are the entire terms and conditions between you and KanduAI relating to the subject matter herein and supersede any and all prior or contemporaneous written or oral agreements or understandings between you and KanduAI. Notices to you may be made via email or regular mail or upon a message within the service or a notice on the Site. Our Services may also provide notices of changes to these Terms or other matters, by displaying such notices or by providing links to such notices. Without limitation, you agree that a printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
If you have any questions (or comments) concerning the Terms or the Services, you are welcome to send us an email to the following address, and we will make an effort to reply within a reasonable timeframe: info@rKanduAI.com. By contacting us, you represent that you are free to do so and that you will not knowingly provide KanduAI with information that infringes upon third parties’ rights, including any intellectual property rights. You further acknowledge that notwithstanding anything herein to the contrary, any and all rights, including intellectual property rights in such information provided, shall belong exclusively to KanduAI, and KanduAI may use or refrain from using any such information at its sole discretion.