KUDO Terms & Conditions of Service for Pay-As-You-Go Meetings
1. Ordering Information
1.1. Order. The description of services and fees agreed upon by the Parties shall be as set forth on the Order, provided it is signed and accepted by both Parties.
1.2. Fees. Customer shall pay all fees specified in each Order and any applicable additional fees if Customer exceeds any limits specified in the Order (collectively, “Fees”). Except as otherwise specified herein or in an Order: (i) Fees are payable in United States dollars; (ii) Fees paid are non-refundable.
1.3. Payment. Customer shall make all payments for Fees hereunder by the due date set forth in the Order. Fees must be paid upfront prior to the scheduled meeting.
Should Customer fail to make any payment when due, without prejudice to any other rights and remedies available to Provider, then: (a) Provider may charge interest on the past due amount at a rate equal to the lesser of 2.00% per month or the maximum rate permitted by applicable law; (b) Customer shall reimburse Provider for all reasonable costs incurred by Provider in collecting any late payments or interest; (c) if such failure continues for thirty (30) days or more, Provider may suspend Customer’s access to any portion or all of the Services until such amounts are paid in full.
1.4. Taxes. All Fees and other amounts payable by Customer are exclusive of sales taxes, value added taxes, and other similar taxes and duties imposed by any public authority on the sale, import, or use of Provider’s services to Customer. Customer is responsible for payment of all such taxes as may be applicable.
1.5. Overage Fees. Overage Fees will be incurred and due for any usage of the Services by Customer beyond the agreed upon limits set forth in the Order, including, as an example and without limitation, platform usage (e.g. KUDO Meeting, Language Access, etc.) beyond the agreed upon time limits. Overage Fees will be invoiced at a rate equal to the rate quoted in the original applicable Quote.
1.6. Cancellation of an Order for a Meeting Including Professional Services. The term “Professional Services” or “Support Credit” may include, but are not limited to training, conference interpreter, project management, advance engineering, operational and/or technical support. Provider shall be entitled to compensation, not to exceed the Order amount being cancelled (referred to as “Contractual Value” in this paragraph), for any losses that Provider may sustain for having prepared a specific Meeting and scheduled Professional Services on Customer’s behalf. In this case, except as otherwise agreed upon by the Parties, the cancellation Fees will be calculated as follows: (i) 100% of the Contractual Value for any cancellation communicated within 24 hours of the start of the Meeting, without any refund or credit; (ii) 50% of the Contractual Value for any cancellation communicated between 3 days and 1 day of the start of the Meeting (unless all authorized non-refundable costs incurred by Provider are higher in which case Provider shall be able to recover all such costs as cancellation Fees). For any cancellation communicated prior to 3 days, Provider will charge Customer a cancellation Fee equal to all authorized non-refundable costs incurred by Provider in planning and cancelling the Order. For purposes of this Section 1.6, Professional Services scheduled over sequential days are to be treated as a single Meeting. Cancellation Fees will be due and payable upon cancellation. Payments made before the date of cancellation are not refundable. Provider may however give Customer a refund or a credit towards a future Order.
2. Customer Responsibilities
2.1. General. Customer shall access and use the Services in accordance with these Conditions, applicable laws and government regulations (including applicable data protection and privacy laws). Customer shall use commercially reasonable efforts to prevent unauthorized access or use of the Services and notify Provider promptly of any such unauthorized access or use. Customer is responsible and liable for all uses of the Services resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of these Conditions.
2.2. Use Restrictions. Customer shall not use the Services for any purposes beyond the scope of the access granted in these Conditions. Customer shall not at any time, directly or indirectly, except as expressly authorized in writing by Provider and under Provider’s supervision: (i) copy, create a derivative work of, reverse engineer, reverse assemble, disassemble, or decompile the Services or any part thereof or otherwise attempt to discover any source code or modify the Services; (ii) remove any proprietary notices from the Services including from Provider’s documentation; (iii) use or permit others to use any security testing tools in order to probe, scan or attempt to penetrate or ascertain the security of the Services; (iv) disclose any benchmark or performance tests of the Services; (v) transmit in any manner data that contains any viruses, Trojan horses, worms, time bombs, corrupted files or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any systems, data, or personal information; or (vi) use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or that violates any applicable law.
3. Interpretation
3.1. Professional Performance Guidelines. Customer shall endeavor to ensure that all interpreters assigned by Customer to a Meeting held on Provider’s platform have the appropriate training, skills and competence to undertake such assignment. Customer shall further endeavor to comply with all technical guidelines and best practices shared by Provider that would impact an interpreter’s working conditions and performance including providing interpreters with a comfortable working environment with proper acoustic conditions, and with the recommended technical tools, suitable for the professional services that are required of them.
If possible, Customer shall allow interpreters to familiarize themselves with the content and key points of the Meeting ahead of time, including by sharing presentation notes or Meeting documents.
3.2. Disclaimer for Interpretation, Closed Captioning and Transcription. The simultaneous interpretation of a Meeting serves to facilitate communication and does not constitute an authentic or verbatim record of the proceedings. Provider does not review for accuracy any information that appears in a closed caption, machine-enabled interpretation or transcript. Only the original speech is authentic.
3.3. Broadcasting, Streaming and Recordings. At its discretion, Customer may elect to broadcast, stream or record any Meeting held on Provider’s platform including an interpreter’s audio. Recording shall be kept in the Provider’s cloud for 30 days and then deleted. Customer can download the recording during this time. Interpreters hired by Customer shall be made aware of the possibility of such broadcasting, streaming or recording and Customer shall be responsible to obtain the consent of participants (including any interpreters not provided by Provider) for such broadcasting, streaming or recording, if required by applicable law. To the extent possible, Customer shall give interpreters a chance to review and correct any recordings prior to their public disclosure. Except as otherwise communicated by Provider, all interpreters hired through Provider for a Customer’s Meeting will have agreed to such broadcasting or recording of their audio and waived all property rights over such audio broadcasting or recording. In some situations, Provider may request consent from participants for Provider’s recording of Meetings and/or use of Customer’s recording solely for purposes of analysis to improve Provider’s products and services (pursuant to Provider’s privacy policy). Customer may request that Provider refrain from doing so.
4. Mutual Confidentiality Agreement
4.1. Confidential Information. Either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, personal data, the terms of these Conditions, any Order, third-party confidential information, and other sensitive or proprietary information that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure, whether orally, in written, electronic, or other form or media, whether or not marked or otherwise identified as “confidential” (collectively, “Confidential Information“). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party.
4.2. Non-Disclosure. The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees, Affiliates’ employees, or Authorized Contractors who have a need to know the Confidential Information to exercise their rights or perform their obligations hereunder and who have a duty or obligation of confidentiality no less stringent than that set forth herein. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or if legally obliged to do so, provided that the Party making the disclosure shall first have given written notice to the other Party and made a reasonable effort to allow the other Party to obtain a protective order or other appropriate relief; or (ii) to establish a Party’s rights under these Conditions.
Three years after the date of the applicable Order, upon request by the disclosing Party, the receiving Party will return or destroy all Confidential Information (including copies) that the disclosing Party made available to the receiving Party under these Conditions. The receiving Party may retain one copy of the Confidential Information for its files, but only to the extent required to ensure compliance with law and its bona fide corporate governance, insurance or audit obligations. Each Party’s obligations of non-disclosure with regard to Confidential Information shall survive the termination of these Conditions for as long as the information disclosed remains confidential, as defined herein.
5. Security and Data Privacy
5.1. Customer Data. “Customer Data” shall mean all data, records, files, images, graphics, audio, video, photographs, documents, reports, forms, chat logs, participants’ votes, meeting subject and participants, transcripts and other content and material, in any format, that are submitted, stored, posted, displayed, or otherwise transmitted by or on behalf of Customer or an Authorized User through Customer’s use of the Services. Customer Data includes personal data which refers to any information relating to an identified or identifiable person such as a name, voice, images, an identification number, location data, an online identifier, this person’s cultural or social identity, or other personal information (“Personal Data”).
Customer represents and warrants that it has the right to provide the Customer Data to Provider and that such use does not violate or infringe on any rights of any third party. Under no circumstances will Provider be liable in any way for any (a) Customer Data that is transmitted or viewed while using the Services, (b) errors or omissions in Customer Data, or (c) any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to Customer Data.
5.2. Data Privacy. Where Customer’s use of the Services includes the processing of Personal Data by Provider as a data processor subject to the General Data Protection Regulation (EU) 2016/679 (“GDPR”), Provider processes such Personal Data at the direction of Customer as data controller, and Provider endeavors to comply with the requirements of the aforementioned regulation. When Customer or any Authorized User provides to Provider Personal Data in connection with their use of the Services and Provider’s platform, Provider is acting in its capacity as a data processer as that term is defined under the GDPR; provided, however, that, as set forth elsewhere herein, Provider may in some situations (with separate consent from participants where required) act as a data controller in the analysis of Platform usage data for improvement of Provider’s products and services (“KUDO Controller Situations”) pursuant to Provider’s privacy policy. With the exception of KUDO Controller Situations, Customer acknowledges and agrees that it, and not Provider, is the data controller (as defined under the GDPR) of that Personal Data and Customer will be solely responsible to any data subject (as defined in the GDPR) requests received by either Party in connection with Customer’s and Authorized User’s use of the Services and Provider’s platform. With the exception of KUDO Controller Situations, any requests Provider receives directly from an Authorized User regarding exercise of rights under GDPR or any analogous data protection statute under applicable law will be re-directed to Customer for response. If Customer wishes Provider to take action in response to a request under GDPR concerning Personal Data, Customer shall contact Provider at Privacy@kudoway.com. Further details for Provider acting as processor for Customer are set out in the data processing addendum (if applicable) between the Parties which, together with the EU Standard Contractual Clauses (if applicable), is incorporated by reference into these Conditions. In case of inconsistency of the terms of these Conditions with the data processing agreement, the data processing agreement prevails. Customer’s entering into these Conditions shall be treated as signing the data processing addendum and the EU Standard Contractual Clauses and their appendices, if applicable.
5.3. Compliance with Law. Provider will comply with all laws applicable to the provision of the Services, including applicable security breach notification laws. Customer is responsible for its legal and regulatory compliance in its use of any Services and shall make Provider aware of any Customer Data processed, stored or transmitted through the Services for which any specific legal requirements or regulations apply.
5.4. Aggregated Statistics. Provider may collect and compile audio and text-generated data generated by Customer’s use of the Services (“Aggregated Statistics”). Such data is maintained and used by Provider only in an aggregate manner to improve Provider’s products and services. As between Provider and Customer, all right, title, and interest in Aggregated Statistics, including all intellectual property rights therein, belong to and are retained solely by Provider. Customer agrees that Provider may use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Customer, any participant, or Customer’s Confidential Information; and further provided, for clarity, that any processing of Personal Data for deidentification and anonymization purposes by Provider shall result in a KUDO Controller Situation as to such processing.
6. Intellectual Property
6.1. Provider IP. Customer acknowledges that Provider owns all right, title, and interest, including all intellectual property rights, in and to the Provider IP including the Services, documentation, and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing (“Provider IP”). Provider IP includes Aggregated Statistics. Customer will not delete or in any manner alter the copyright, trademark, and other proprietary notices of Provider.
As regards to Third-Party Products, the applicable third-party providers are the owners of all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products.
6.2. Customer Data IP. Provider acknowledges that, as between Provider and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data (other than Aggregated Statistics), that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through Customer’s use of the Services, to the extent permitted by applicable law.
Customer hereby grants to Provider a non-exclusive, royalty-free, worldwide license for a period of one (1) year after the Order, to reproduce, distribute, and otherwise use, transmit and display the Customer Data and perform all acts with respect to the Customer Data limited to (a) what may be necessary for Provider to provide the Services to Customer and (b) for KUDO Controller Situations, where applicable, for analysis for purposes of improvement of Provider’s products and services. To the extent necessary, Customer also hereby grants to Provider a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to compile and analyze any Customer Data incorporated within the Aggregated Statistics.
7. Customer Warranties, Provider Warranty Disclaimer and Limitation of Liability
7.1. Customer Warranties. Customer warrants and represents that: (i) its signatory below has the power and authority to enter into these Conditions on behalf of Customer and to bind Customer to these Conditions; (ii) Customer is not a party to any restrictions, agreements or understandings whatsoever which would prevent or make unlawful Customer’s acceptance of the terms set forth in these Conditions or Customer’s performance hereunder; and (iii) Customer’s acceptance of the terms of these Conditions and the performance of Customer’s obligations hereunder do not and will not (with the passage of time) conflict with or constitute a breach or default of any contract, agreement or understanding, oral or written, to which Customer is a party or by which Customer is bound
7.2. Provider Disclaimer of Warranties. Except as expressly provided herein, the Provider IP and Services are provided “as is” and Provider hereby disclaims all warranties, whether express, implied, statutory, or otherwise. This is particularly relevant due to the relative novelty of Provider’s Services and trade practices for this developing industry. To the maximum extent permitted by applicable law, Provider specifically disclaims all implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and all warranties arising from course of dealing and usage of trade.
Provider makes no warranty that the results of the use of the Services, will meet Customer’s or any other person’s requirements, achieve any intended result, or be compatible or work with any equipment, software or other services.
Provider makes no warranty that the Services will operate without interruption,
Provider makes no warranty that the Services will be secure from hacks or other forms of security breach, that the code or materials used in connection with the services is error free, or free of viruses, trojan horses, worms, or any other form of harmful code.
Provider does not control what materials are uploaded by Customer or Authorized Users who use the Services. Accordingly, Provider cannot warrant that such uploaded materials are free of viruses, trojan horses, worms, or any other forms of harmful code. Additionally, Provider cannot warrant that any uploaded materials were done so lawfully in accordance with US and international copyright laws, or other laws relating to author’s rights.
Customer should rely exclusively on its own due diligence and assume all responsibility for determining whether the Services, including the documentation generated thereby is accurate or sufficient for Customer’s purposes.
7.3. Limitation of Liability. To the maximum extent permitted under applicable law, neither Party shall have any liability to the other Party for any lost profits or revenues, replacement cost, or for any indirect, special, incidental, consequential, cover or punitive damages however caused, whether in contract, tort or under any other theory of liability, and whether or not the Party has been advised of the possibility of such damages.
In no event will Provider’s aggregate liability arising out of or related to these Conditions, under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability, and otherwise exceed the total amount paid or payable by Customer for the Services giving rise to such claim under the applicable Order in the 12 months preceding the applicable incident.
8. General Provisions
8.1. Force Majeure. In no event shall either Party be liable to the other Party, or be deemed to have breached these Conditions, for any failure or delay in performing its obligations under these Conditions, if such failure or delay is caused by circumstances beyond such Party’s reasonable control, including but not limited to: acts of God, pandemic, electrical power outage, riot or other civil unrest, labor stoppages, or government legislation. Both Parties shall use reasonable efforts to mitigate the effect of a force majeure event.
8.2. Publicity. Provider may use Customer’s name or logo to identify Customer as a customer, including in Provider’s marketing materials or on its website. Use of Customer’s name and logo will be revocable at any time by Customer.
8.3. Governing Law. These Conditions are governed by, and construed in accordance with, the internal laws of the State of New York, United States without giving effect to any conflict of law provision. The provisions of the United Nations Convention on the International Sale of Goods shall not apply to these Conditions.
8.4. Choice of Forum.
The Parties shall use their best efforts to amicably settle any dispute, controversy, or claim arising out of their relationship under these Conditions, including through alternative dispute resolution procedures as may be agreed to by the Parties. If no amicable settlement is possible, any civil action or legal proceeding arising out of or in connection with these Conditions shall be brought to the exclusive jurisdiction and venue of the state and federal courts in New York County, NY, United States, each Party irrevocably submits to the exclusive jurisdiction of these courts, except for the exception provided below, and agrees that venue in New York County is both proper and convenient.
If Customer is a non-US Government entity or international organization that has privileges or immunities from suits in U.S. courts, then at Customer’s choice, Provider consents that any dispute or difference arising out of or in connection with these Conditions shall be arbitrated by the ICC International Court of Arbitration in New York City, the number of arbitrators shall be one, and English shall be the language for arbitral proceedings.
Contact Information
If you have any questions or comments about these Terms and Conditions of Service as outlined above, you can contact us at:
KUDO Inc.
224 West 35th Street, Suite 500 #781
New York, NY 10001
U.S.A.
kudo.ai
legal@kudo.ai
Last Updated: October 30, 2024