Klippas Technologies inc

Terms of Service Agreement (TOS)

Klippas Technologies inc, KTi,  is a Microsoft Partner and Software Developer. We are the publishers of Kippa – fast and easy reminders for Microsoft Teams, and Take Control: Seven Steps to Independence ©.

In this Agreement, the words we, us and our refer to Klippas Technologies inc. located at 2911 Bayview Ave, Suite 110G, M2K-1E8, Toronto, Canada.

KTi provides two different user experiences:

  • Our App, Kippa – fast and easy reminders for Microsoft Teams, and all related website pages. This combination of our products and services is referred to as The Service in this Agreement.
  • Our COVID Response: Take Control, Seven Steps to Independence .© A free course and free consulting, on our forum, The Launchpad, all on how to launch a startup. The Terms of Service covering the course and The Launchpad are detailed here, and do not form part of this Agreement.

In this Agreement you, the user of our app Kippa, Reminders for Microsoft Teams, and your organization, are referred to as you.

The functions and features of Kippa defined in KTi’s Software Product Description—Kippa V1.0. Please click here to read it. This document is referred to as the SPD in this Agreement.

Feedback, Defects and Support

If you have an idea on how to improve The Service, we’d be grateful if you’d use the Contact Form to provide it.

Customer and Technical Support is available by email at [email protected], or via the Contact Form.

If you discover a defect in Kippa’s operation, you have three alternatives:

  • Report the defect to us on the Contact Form, and we will respond to your report ASAP. We will devote our best efforts to repair the defect. We will contact you, if needed, to collect more information. We will notify you when we have released a repaired and correctly working Kippa – Reminders for Microsoft Teams.
  • If we have not repaired the defect within 30 days of you reporting it, or if the resolution we implemented did not address your concerns to your satisfaction, you may cancel your subscription. The unused portion of your subscription will be refunded to you. Your cancellation will take effect in the month following your request, and will be calculated by dividing your annual subscription fee by the number of months remaining in your subscription.
  • You may decide to stop using Kippa – Reminders for Microsoft Teams immediately. By not affording us the opportunity to repair the defect, we assume the right to refuse a refund.

1 Grant of User Rights

1.1 Definition of use

In this Agreement, the word use means you, using The Service: our software-as-a-service offering, Kippa – The Reminder App for Microsoft Teams, its associated website pages, and any of our personal attention during support or customer service events.

It is understood that Microsoft plays a significant role in the provision of The Service. Our Privacy Policy explains this dependency in more detail. Given that  our App, Kippa – The Reminder App for Microsoft Teams, resides inside Microsoft Teams, by using our app you agree that you have read and understood Microsoft’s Terms of Service, and that this Agreement is an addition to its terms. We indicate clauses in this Agreement which are already covered in Microsoft’s inimitable prose, with this: See Microsoft Teams Account.

KTi grants you the right to use Kippa, its reminder app for Microsoft Teams, in accordance with the use levels you purchased from the Microsoft App Store, or directly from our website.

You may use The Service only as permitted in these Terms.

In addition, by using The Service, you consent to our Privacy Policy which is incorporated by reference.

You may use The Service for business or personal purposes.

1.2 Limitations on Use.

By using The Service, you agree not to:

    1. modify, prepare derivative works of, or reverse engineer, The Service.
    2. you agree to use Kippa – The Reminder App for Microsoft Teams, in accordance with the requirements of your Microsoft Teams Tenant and your company’s policies.
    3. all text you enter into Kippa – Reminders for Microsoft Teams, is interpreted by LUIS, Microsoft’s natural language AI, and our own software. The text you enter as the WHAT portion of your Remind command will be repeated to you as the Reminder. This Agreement assumes that you will be using The Service under the same rules and regulations that you use your Microsoft Teams account. Profanity and the meaning and cultural significance of any text you enter will not be detected or understood by The Service. Please keep Kippa’s channels clean.

1.3 Changes to The Service

We reserve the right to enhance, upgrade, improve, or modify features of The Service as we deem appropriate and in our discretion. We will not materially reduce the core functionality (as set forth in the Software Product Description), or discontinue any feature or function unless we provide you with prior written notice. We may offer additional functionality to The Service, at some point in the future, potentially as a premium feature for an additional cost.

1.4 Proprietary Rights and KTi Marks.

You acknowledge that we retain all proprietary right, title and interest in The Service, our name, logo or other marks, and any related intellectual property rights. You agree that you will not, without our prior written consent, use or register any trademark, service mark, business name, domain name or social media account name or handle which incorporates in whole or in part the KTi Marks or is similar to any of these.

2 Orders, fees and payment.

You purchase and pay for Kippa – Reminders for Microsoft Teams on the Microsoft Teams App Store.

3 Term and Termination

See the Microsoft Teams App Store Policies.

4 Survival.

The length of your current subscription.

5 Compliance with laws.

It is assumed that you will not use The Service for any form of illegal activity.

6 Warranties. 

We warrant that The Service will conform to the SPD under normal use.

We do not represent or warrant that:

    1. the use of The Service will be timely, uninterrupted or error free,
    2. operate in combination with any specific hardware, software, system or data,
    3. meet your requirements,
    4. all errors or defects will be corrected.

Use of The Service is at your sole risk. Our entire liability and your only remedy under this warranty, and at our sole option subject to applicable law, will be that we will do one of:

    1. provide conforming services,
    2. terminate the non-conforming services or the applicable order, and provide a pro-rated refund.

Refunds will be issued for any prepaid fees from the date you notify us of the non-conformance through the end of the remaining term.

7 Indemnification.

You will indemnify and defend us against any third party claim resulting from a breach of Section 1, and you agree to pay reasonable attorney’s fees, court costs, damages finally awarded, or reasonable settlement costs with respect to any such claim.

We will promptly notify you of any claim and cooperate with you in defending the claim. You will reimburse us for reasonable expenses incurred in providing any cooperation or assistance. You will have full control and authority over the defence and settlement of any claim, except that:

    1. any settlement requiring us to admit liability requires prior written consent, not to be unreasonably withheld or delayed,
    2. we may join in the defence with our own counsel at our own expense.

8 Limitation on liability.

8.1 Limitation on indirect liability.

 Neither party will be liable to the other party or to any other person for any indirect, special, consequential or incidental loss, exemplary or other such damages, including, without limitation, damages arising out of or relating to:

    1. loss of data
    2. loss of income,
    3. loss of opportunity,
    4. lost profits,
    5. costs of recovery, however caused and based on any theory of liability, including, but not limited to, breach of contract, tort (including negligence), or violation of statute, whether or not such party has been advised of the possibility of such damages.

8.2. Limitation on amount of liability. 

Except for your breach of section 1, and your indemnification obligations, and to the extent permitted by applicable law, the total cumulative liability of either party and their respective licensors and suppliers arising out of this agreement, is limited to the sum of the amounts paid for the applicable service during the 12 months immediately preceding the incident giving rise to the liability.

The foregoing does not limit your obligations to pay any undisputed fees and other amounts due under any order.

9 Additional terms.

9.1 Supplemental Data Processing Addendum.

If you are located in or are subject to the applicable laws of the EEA+ and/or the United Kingdom, including the GDPR, you should check that our privacy policy and our data storage locations meet your requirements.

9.2 Free Services and Trials.

Your right to access and use any free trial of The Service is not guaranteed for any period of time and we reserve the right, in our sole discretion, to limit or terminate your use of any free versions of The Service by any individual or entity.

If you are using The Service on a trial or promotional basis (“Trial Period”), your Trial Period and access to The Service will terminate:

    1. at the end of the Trial Period stated in your Order, or
    2. if no date is specified, 15 days after your initial access to The Service
    3. or upon your conversion to a subscription.

We may modify or discontinue any trials or promotions at any time without notice.

9.3 Beta Services.

We may offer you access to beta services that are being provided prior to general release, but we do not make any guarantees that these services will be made generally available (“Beta Services”).

You understand and agree that the Beta Services may contain defects, errors and other causes of inconvenience; use of the Beta Services is at your sole risk.

You acknowledge that your use of Beta Services is on a voluntary and optional basis, and we have no obligation to provide technical support and may discontinue provision of Beta Services at any time in our sole discretion and without prior notice to you.

These Beta Services are offered “AS-IS”, and to the extent permitted by applicable law, we disclaim any liability, warranties, indemnities, and conditions, whether express, implied, statutory or otherwise.

If you are using Beta Services, you agree to receive related correspondence and updates from us, and acknowledge that opting out may result in cancellation of your access to the Beta Services.

If you provide feedback (“Feedback”) about the Beta Service, you agree that we own any Feedback that you share with us. For the Beta Services only, these Terms supersede any conflicting terms and conditions in this Agreement, but only to the extent necessary to resolve conflict.

9.4 Copyright.

If you believe that The Service has been used in a way that constitutes copyright infringement, please use the Contact Form to notify us.

9.5 No Class Actions.

You may only resolve disputes with us on an individual basis and you agree not to bring or participate in any class, consolidated, or representative action against us or any of our employees or affiliates.

9.6 Security Emergencies.

If we reasonably determine that the security of The Service or infrastructure may be compromised due to hacking attempts, denial of service attacks, or other malicious activities, we may temporarily suspend The Service and we will take action to promptly resolve any security issues. We will notify you of any suspension or other action taken.

9.7 Assignment.

Neither party may assign its rights or delegate its duties under the Agreement either in whole or in part without the other party’s prior written consent, which shall not be unreasonably withheld, except that either party may assign the Agreement to an affiliated entity, or as part of a corporate reorganization, consolidation, merger, acquisition, or sale of all or substantially all of its business or assets to which this Agreement relates.

Any attempted assignment without consent will be void. The Agreement will bind and inure to the benefit of each party’s successors or assigns.

9.8 Notices.

Notices must be sent by personal delivery, overnight courier or registered or certified mail. We may also provide notice to the email last designated on your account, electronically via postings on our website, or our Contact Form.

Unless specified elsewhere in this Agreement, notices should be sent to us at our head office address (see above), and we will send notices to the address last designated on your account.

Notice is assumed to have been given:

    1. upon personal delivery,
    2. for overnight courier, on the second business day after notice is sent,
    3. for registered or certified mail, on the fifth business day after notice is sent,
    4. for email, when the email is sent, or
    5. if posted electronically, upon posting.

9.9 Entire Agreement.

The Agreement is entered into by you in addition to agreements between you and Microsoft regarding your Privacy Rights, (explained in excruciating detail here) and Microsoft Teams Terms of Service, detailed here. This Agreement adds terms and conditions applicable specifically to your use of The Service. This Agreement supersedes all prior and contemporaneous oral and written agreements, except as otherwise permitted.

9.10 General Terms.

If any term of this Agreement is not enforceable, this will not affect any other terms.

Both parties are independent contractors and nothing in this Agreement creates a partnership, agency, fiduciary or employment relationship between the parties.

No person or entity not a party to the Agreement will be a third party beneficiary.

Our authorized resellers do not have the right to modify this Agreement or to make commitments binding on us.

Failure to enforce any right under the Agreement will not waive that right.

Unless otherwise specified, remedies are cumulative.

This Agreement may be agreed to online, or executed by electronic signature and in one or more counterparts.

No party will be responsible for any delay or failure to perform under this Agreement due to force majeure events (e.g. natural disasters; terrorist activities, activities of third party service providers, labor disputes; and acts of government), and acts beyond a party’s reasonable control, but only for so long as those conditions persist.

9.11 Contracting Party, Choice of Law and Location for Resolving Disputes.

The governing law for your use of the Service will depend on where you are and the specific components of The Service you have ordered. We reserve the right to conduct any court proceedings, regardless of claim or origin, in Ontario, Canada.

Last Updated: August, 2020 (V1.0)