Terms and Conditions

Last Updated: July 26, 2018

These Terms of Use (this “Agreement”) is a legally binding contract between Killi, Inc., a Canadian corporation (“KI”, “we”, “us” or “our”) and you (“you”, “your” or the “User”) with respect to your use of the Killi Website (the “Website”), Killi applications for mobile devices (the “App”), and the content, information, and services provided through them (collectively, the “Services”)..

The Services provided through the App allow you to be compensated for the sale of your Personal Information (as defined below) to various parties, including, but not limited to, brands, market researchers, banks and data management platforms, in accordance with the terms outlined in this Agreement. Transactions are brokered by KI through the App and the portion of the sale attributable to you is calculated after costs relating to the transaction are deducted. KI negotiates and brokers the transactions at fair market value and you hereby waive any right that you may have to determine the value of your Personal Information (as defined below) at any point during the brokering of any transaction involving your Personal Information (as defined below).

It is important that you carefully read and understand the terms and conditions of this Agreement. By visiting the Website or by using the Services, you agree that you have read this Agreement and that you consent to be bound by this Agreement. IF YOU DO NOT AGREE TO THESE TERMS OF USE, THEN YOU MAY NOT ACCESS OR USE THE SERVICES. This Agreement contains disclaimers of warranties and limitations on liability that may be applicable to you.

1. Changes to this Agreement

We may change this Agreement from time to time with or without cause. Changes may include, but are not limited to:

  • changes in the terms and conditions of this Agreement;
  • changes in the Services, including the elimination or discontinuation of any feature(s) of the Services; or
  • the termination of your use of and/or access to the Services.

Each time you use the Website, App and/or Services, the most current version of the Agreement will govern. If we make changes to the Agreement, we will notify you by revising the “Last Updated” date at the top of this Agreement. If you find any changes to this Agreement to be unacceptable, you agree that your only recourse is to stop visiting the Website and stop using the App and/or Services. Your continued use of the Website and/or the App and/or any of the Services following a change or changes to this Agreement, constitutes your binding acceptance of the change or changes. Consult this Agreement regularly for any changes.

2. Permitted Users

Services are provided for Canadian and US residents at least the Minimum Age (as defined below) and over. If you are not a Canadian or US resident, then you may not use the Services. If you are under the Minimum Age (as defined below), then you may not use the Services. By visiting the Website and using the Services, you represent and warrant that (i) you are a Canadian or US resident over the Minimum Age (as defined below), and (ii) you are fully able and competent to enter into this Agreement and be bound by its terms, conditions, obligations, affirmations, representations, and warranties. “Minimum Age” is 13 years of age in Canada and the US.

3. Service Providers Outside of Canada

Occasionally we do use service providers located outside of Canada to process and/or store Personal Information (as defined below) for us. We do not store your Personal Information (as defined below) indefinitely, however we do store it temporarily in order to process, organize and anonymize it in order to be able to use and share it as part of the Services. We use an anonymized ID to recognize you. Please note that Personal Information (as defined below) in the custody of these service providers may be subject to (i) the terms, conditions and privacy policies of these service providers, and/or (ii) access by the law enforcement authorities of those jurisdictions in which the service providers are located. KI takes no responsibility for any errors by the service providers.

Our Privacy Officer, whose contact information is provided below, can provide further information about our policies and practices regarding service providers located outside of Canada and further information about how these service providers, collect, use, disclose or store Personal Information (as defined below) on KI’s behalf.

If you have any questions, or wish to access your Personal Information (as defined below), please write to our Privacy Officer at:

Killi, Inc.
Privacy Officer
409 King Street West, Suite 400
Toronto, ON
M5V 1K1
e-mail: privacy@killi.io

4. Permitted Use of Services and Information

The services made available on, by, or through the Services, which include or may include, without limitation, KI registration, activities, as well as any information provided on, by, or through the Services or as part of or in connection with the services or otherwise, including, but not limited to, data, text, graphics, designs, logos, images, audio/visual materials, links, and references, are provided for personal use only. Without the written consent of KI, no information or any other KI materials or property may be copied, reproduced, displayed, republished, downloaded, posted, digitized, translated, modified, transmitted, distributed, or commercially exploited in any way, except as expressly permitted herein.

You are not permitted to use any material generated by the Services or located on the Website in any form, including, but not limited to, printed copies, for any for-profit, commercial purpose or resale. KI permits you to view and print a reasonable number of copies of pages located on the Website or App or provided through the Services for your personal use, provided that (i) you retain all trademark, copyright, and other proprietary notices contained in the original materials, (ii) you provide attribution to KI, (iii) the material printed is not modified, reformatted or adapted in any way, and (iv) any such copies are subject to the terms and conditions of this Agreement. You understand and agree that you may not authorize any information generated by or from or in connection with the Services to be reproduced, modified, displayed, performed, transferred, distributed, or otherwise used by any third party, and you agree that you will take all reasonable steps to prevent any unauthorized reproduction and/or other use of such information. You agree to advise us promptly of any such unauthorized use of which you are aware. Failure to abide by these conditions will immediately terminate this permission and may result in the infringement of the copyrights and/or trademarks and/or other proprietary rights of KI or others.

5. Account Registration

How To Access the Services

In order to access the Services, you will be required to register an account (your “Account”). Your Account will be your access to all of your information regarding transactions involving your personal data, including a record of transactions and your account balance as the proceeds of the sale of your data accumulate. Your Account will be our only method of rendering payment to you for these transactions.

We reserve the right in our sole discretion to decline to provide the Services to any person for any or no reason. For the purpose of registering your Account, you agree to (i) provide accurate, current, and complete information about yourself as prompted (including your e-mail address), (ii) maintain and update your information (including your e-mail address) to keep it accurate, current, and complete, and (iii) limit yourself to a single Account per individual. You agree to keep your Account registration information up to date at all times. You acknowledge that, if any information provided by you is untrue, inaccurate, not current, or incomplete, we reserve the right to terminate this Agreement and your use of the Services.

Should your Account be associated with incorrect or invalid information, such as with  personal data that has changed or is invalid, you may be unable to earn points or money for the completion of point or money earning tasks or offers. Neither KI nor their partners are required to credit any points or money for completed point or money earning tasks or offers if such completion occurred while any invalid data was associated with your Account.

If we suspend or terminate your Account for any reason in accordance with this Agreement, you cannot create another account without our express written permission. You are solely responsible for maintaining the confidentiality of your Account credentials. If you believe someone has used your Account without your authorization, you should inform us immediately and set up a new password.

Please note that we have no obligation to conduct any background checks in order to verify your identity or the veracity of any information, including, without limitation, your Personal Information (as defined below), you provide to us when registering your Account or at any time you use the Website, the App and/or our Services. Nonetheless, we may, at our sole discretion conduct a background check and search, including, without limitation, retrieving reports from public records of any criminal convictions or sex offender registrations, to verify your identity and/or the veracity of any information, including, without limitation, your Personal Information (as defined below), you provide to us. You hereby grant us consent to conduct a background check and/or search with regards to you, to verify your identity and/or the veracity of any information you provide to us. Please note that based on any information we obtain about you upon a background check and/or search we may, at our sole discretion, accept or deny your Account registration.

How You Get Paid

Your Account balance will increase (i) when your data gets purchased, and (ii) as you fill out and submit surveys. Our sole method of rendering payment to you is through your registered Account. If you decide to terminate your Account, you hereby agree to abide by the termination provisions specifically regarding acceptance and collection of payment prior to terminating your Account (see paragraph 12 below). While your Account is active, you can access proceeds accumulated to your Account by either using PayPal or you can opt to receive an Amazon Gift Card. Accumulated proceeds can only be accessed after the first thirty (30) days of your Account activation and if the balance in your Account is Five Dollars ($5.00) or more (the “Redeemable Proceeds”). Transaction fees are levied on the transactions through PayPal, and you will need to register a PayPal account in order to access your Redeemable Proceeds in this way. You are responsible for reviewing, understanding, agreeing to and abiding by the terms and conditions and privacy policies of PayPal in relation to your PayPal account, directly with PayPal, which shall independently apply to you. Please note that KI takes no responsibility for any errors made by PayPal in relation to any payments due to you that they process.Amazon Gift Cards are redeemable in Five, Ten, Fifteen and Twenty Dollar denominations only and are electronically delivered to you at the e-mail that you provide when you register your Account.

Currency

Canadian users will earn in Canadian Dollars. American registered users will earn proceeds in US Dollars.

Assignment of Interest to KI

You agree that you are not entitled to and will not receive interest or other earnings on the funds that you earn while they remain in our accounts and/or while they are unclaimed in your registered Account. In consideration for your use of the Services, you irrevocably transfer and assign to KI any ownership right you may have in any interest that may accrue on funds held for you in your Account, or in any pooled accounts.

6. Grant of Limited and Additional Terms of App Provider

Subject to your compliance with this Agreement, KI grants you a limited, non-exclusive, non-transferable license to download and install a copy of the App on your mobile devices and/or computer that you own or control and to run such copies of the App solely for your own use in relation to the Services (the “License”). This non-transferable license is further limited by any terms of use or privacy policies required or provided by the vendor from whom you purchased and/or downloaded the App (the “App Provider”). The following additional terms and conditions apply if you download the App through an App Provider.

You acknowledge and agree that:

  • This Agreement is between you and KI only, and not with the App Provider;
  • Your use of our App must comply with the App Provider’s then-current applicable terms and conditions and privacy policies;
  • KI is solely responsible for the App and the Services available thereon. The App Provider has no obligation to provide maintenance and support services with respect to the App;
  • In the event of any failure of the App to conform with any applicable warranty, you may notify the App Provider who will refund the purchase price for the App (if applicable) and to the extent permitted by law, the App Provider will have no other warranty obligation whatsoever with respect to the App. Any claims, losses, liabilities, damages, costs or expenses attributable to failure to conform to any warranty will be the sole responsibility of KI;
  • The App Provider is not responsible for addressing any claims you have or any claims of any third party relating to the App or your possession and use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation;
  • KI will be responsible, to the extent required under this Agreement, for the investigation, defense, settlement, and discharge or any third party intellectual property infringement related to the App or your possession and use of the App;
  • The App Provider and its subsidiaries are third party beneficiaries of this Agreement as relates to your License of the App, and that, upon your acceptance of this Agreement, the App Provider will have the right (and will be deemed to have accepted the right) to enforce this Agreement as relates to your License of the App against you as a third party beneficiary thereof;
  • You must comply with all applicable third-party terms and conditions and privacy policies when using the App (e.g. you must not be in violation of your wireless data service provider terms of agreement and privacy policies when using the App); and
  • You represent and warrant that: (i) you are not located in a country that is subject to a US Government embargo, or that has been designated by the US Government as a “terrorist supporting” country, (ii) you are not listed on any US Government list of prohibited or restricted parties, (iii) you are not in violation of the US Foreign Corrupt Practices Act of 1977, and (iv) you are not in contravention of any US, international or other money laundering regulations or conventions, including, without limitations, the United States Bank Secrecy Act, the United States Money Laundering Control Act of 1986, the United States International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001, Trading with the Enemy Act (50 U.S.C. SS1 et seq., as amended), or any foreign asset control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto (collectively, OFAC Regulations).

7. Permissions

If you are using the App, in order to enhance your user experience, we will ask you for permission to access and collect information from your mobile device, including, but not limited to, geo-location data, accelerometer/gyroscope data, your mobile device’s camera, microphone, contacts, calendar and Bluetooth connectivity in order to operate additional functionalities of the Services. Information about how we collect, store and use this information is available in our Privacy Policy, which is incorporated into this Agreement by reference.

8. Promotional Communications

You agree that we may send you communications (via e-mail or through the Services) regarding your use of the Services, and certain features or applications of the Services you may be interested in. To the extent you have provided your express consent evidenced by checking the box and option-in during the registration process, you consent to receive communications, newsletters, or offers from us regarding third-party products and services, you hereby authorize KI to deliver such communications to you via e-mail or through the Services. KI abides by all applicable anti-spam legislation, including with respect to unsubscribe functions surrounding any KI promotional communications.

Since the transactions specifically involve the sale of your Personal Information (as defined below), including your e-mail address, to third-parties, and since KI does not have access to nor does it regulate third party unsubscribe processes, you may have to engage with the applicable third-party purchasers to initiate their unsubscribe processes. KI makes reasonable efforts to engage with third parties who adhere to applicable anti-spam and privacy legislation, but hereby disclaims any obligation to monitor or ensure third-party compliance with anti-spam legislation in the applicable jurisdiction. You hereby acknowledge that KI and the Killi, Inc. Parties (as defined below) are not liable for any failure on behalf of any third party to unsubscribe you from said third party’s promotional communications. If you continue to receive promotional communications through third-parties despite following their unsubscribe processes, you hereby acknowledge that your only recourse is to terminate your Account.

If you do not consent to receiving this communication, we may still send you non-promotional communication about your Account.

9. Acceptable Use Policy

You agree not to use the Services to take any action or actions or to post any information, data, messages, images, names, links, communications, files or other materials (collectively, the “Content” that:

  1. is contrary to KI’s public image, goodwill, or reputation;
  2. infringes on our or any third party’s copyright, patent, trademark, trade-secret or other proprietary rights, or rights of publicity or privacy;
  3. expresses or implies that any of your statements, activities, or causes are endorsed by us, without our prior written consent in each instance;
  4. violates any applicable law, statute, ordinance, or regulation, or encourages any conduct that could constitute a criminal offense or give rise to civil liability;
  5. is libelous, defamatory, threatening, harassing, invasive of privacy, abusive, tortious, hateful, discriminatory, pornographic, or obscene;
  6. transmits any trade-secret or other material, non-public information about any person, company, or entity without the express, written authorization to do so;
  7. restricts or inhibit any other visitor from using the Services, including, without limitation, by means of “hacking” or defacing any portion of the Services;
  8. modifies, adapts, sub-licenses, translates, sells, reverse engineers, decompiles, or disassembles any portion of the Services;
  9. removes any copyright, trademark, or other proprietary rights notices contained in or on the Services;
  10. sublicenses, sells, rents, leases, transfers, assigns, or conveys any rights under this Agreement to any third party, or otherwise commercially exploits or profits from the information or content of the Services, or any portion thereof, in any manner whatsoever, except as expressly permitted herein;
  11. interferes with or disrupts any services or equipment with the intent of causing an excessive or disproportionate load on the infrastructure of KI or its licensors or suppliers;
  12. uses any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine” the Services, or in any way reproduce or circumvent the navigational structure or presentation of the Services or its contents, authentication, and security measures;
  13. forges headers or otherwise manipulates identifiers in order to disguise the origin of any submission;
  14. executes any form of network monitoring or run a network analyzer or packet sniffer or other technology to intercept, decode, mine, or display any packets used to communicate between the Services’ servers or any data not intended for you; and/or
  15. harvests or collects information about any Services visitors or members without their express consent.

We reserve the right to investigate and prosecute any of the above to the fullest extent of the application law. We may, in our sole discretion, remove, disable, edit and monitor any Content for any reason without notice to you. Any use of the Services that is contrary to this Agreement, including this Acceptable Use Policy, may result in termination of your access to and use of the Services, and/or civil or criminal liability. You acknowledge that we have no obligation to monitor your use of the Website, App or Services, including Content, but we have the right to do so in order to operate the Website, App and Services, to ensure your compliance with this Agreement and our Privacy Policy and to ensure our compliance with any court, administrative agency or government body.

10.  Ownership

The Services are owned and operated by KI and its licensors, and the information and services (and any intellectual property and other rights relating thereto) are and will remain the property of KI and its licensors and suppliers. The Services are protected by Canadian and international copyright, trademark, and other laws, and you acknowledge that these rights are valid and enforceable. Except as set forth in this Agreement, you may not copy, reproduce, modify, adapt, translate, republish, upload, post, transmit, distribute, sub-license, sell, reverse engineer, decompile, or disassemble any part of the Services without our prior written permission. The Services may be used solely (i) to the extent permitted in this Agreement, or (ii) as expressly authorized in writing by us or, if so indicated in writing by KI, its licensors or suppliers. Use of the Services for any other purpose is strictly prohibited. You acknowledge that you do not acquire any ownership rights by using the Services.

The trademarks, logos, and service marks displayed on the Services (collectively, the “Trademarks”) are the registered and unregistered trademarks of KI, KI licensors and suppliers, and/or others. Nothing contained in this Agreement or the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark(s) without the express written permission of KI, KI’s licensors or suppliers, or the third-party owner of any such Trademark, except as set forth in the following paragraph.

11. Claims of Copyright Infringement

If at any time you become aware of any content on the Services that you believe infringes your copyright, please report this to us by submitting a notice of claimed infringement, in the form mandated by the Copyright Act, RSC 1985, c C-42 (the “Copyright Act”) at section 41.25(2). You can submit this notice of claimed infringement to us at info@Killi.io, or write to us at:

 

KI Feedback
Killi, Inc.
409 King Street West, Suite 400
Toronto, ON
M5V 1K1

Upon receiving your notice of infringement, we will forward this notice to the appropriate individual associated with the infringing content, maintain a record, and inform you of delivering such notice, in accordance with section 41.26(1) of the Copyright Act.

12. Term & Termination

This Agreement is effective from the date on which you first access the Services or submit any information to us, whichever is earlier, and shall remain effective until terminated in accordance with this Agreement. KI may immediately terminate this Agreement, and/or your access to and use of the Services, or any portion thereof, at any time and for any reason, with or without cause, without prior notice. KI may also terminate this Agreement immediately if you breach or fail to comply with any term or provision of this Agreement. Upon termination of this Agreement by either party, your right to use the Services shall immediately cease, you shall no longer have access to your Account balance, and you shall destroy all copies of information that you have obtained from the Services, whether made under the terms of this Agreement or otherwise.

We abide by strict privacy guidelines in an effort to safeguard your privacy to the extent that we are able, which includes deleting all personally identifiable information about you when you delete your registered Account. Since we are only able to interact with you through your registered Account and have limited means to confirm your identity outside of your registered Account, you agree to maintain your registered Account in order to access your Redeemable Proceeds. If you decide to delete your Account in accordance with this Agreement, you hereby agree that you are solely responsible for claiming all proceeds owing to you up to and including the date of termination and you hereby release KI and the Killi, Inc. Parties (as defined below) from any and all obligations to deliver proceeds to you at any time after you have terminated your Account.

We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services, or any part or portion thereof, with or without notice to you. You agree that we shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services, or any part of portion thereof. Nothing in this Agreement shall be construed to obligate KI to maintain and support the Services, or any part or portion thereof, during the term of this Agreement. We are not liable to you or to any third party of any of direct or indirect consequence of any modification, malfunction, suspension, discontinuance or interruption to or of the Services or the Content available on the Service.

13. Disclaimers

The Services, including but not limited to the App and Website, are provided “as is” and “with all faults” and without warranties of any kind, either express or implied, and all warranties, express or implied, including, without limitation, implied warranties of title, non-infringement, accuracy, completeness, merchantability, fitness for a particular purpose, any warranties that may arise from course of dealing, course of performance, or usage of trade, and any warranties that the services are current and/or up-to-date are hereby expressly disclaimed to the fullest extent permissible under applicable law.

There is no warranty, representation, or guarantee that the Services, or your use of the Services, will be uninterrupted, complete, accurate, current, reliable, error-free, secure, or that any problems will be corrected, or that the Services, or any information, software, or other material accessible from the Services, are free of viruses or other harmful components. We do not warrant, guarantee, or make any representation regarding the use of, or the results of the use of, the Services, either in terms of its compatibility with hardware or other software or equipment, and you assume all responsibility and risk for your use of the Services and your reliance thereon.

KI  makes no warranty, representation, or guarantee with respect to products and services offered by third parties on the Services, and we specifically disclaim any warranty, representation, or guarantee with respect to the quality, safety, legality, or other characteristics of such products and services, or with respect to the conduct of any third party in connection with such offers or sales.

You are solely responsible for all your communications with other users of the Website, App and Services. You acknowledge that KI is not obligated to, nor responsible for screening users or verifying the statements of the users of the Website, App and Services. KI makes no representations or warranties as to the conduct of the users of the Website, App and/or Services. You agree to take all reasonable precautions in all your communications with others on the Website, the App or in any way while using the Services.

14. Limitation of Liability

To the maximum extent permitted by the applicable law in your province or territory, notwithstanding the failure of essential purpose of any limited remedy of any kind, neither KI nor any of its parents, subsidiaries, affiliates, shareholders, members, licensors, sponsors, agents, successors, or assigns, nor our or their directors, officers, employees, consultants, or other representatives, are responsible or liable for any indirect, incidental, consequential, special, exemplary, punitive, or other damages (including without limitation any loss of profits, lost savings, or loss of data) or liabilities under any contract, negligence, strict liability, or other theory arising out of or relating in any manner to the Services and/or the Website and/or any linked website and/or the App whether or not we have been informed of the possibility of such damages or liabilities. Your sole remedy with respect to the Services and/or the Website and/or any linked website and/or the App, is to stop using the Services and/or the Website and/or any linked website and/or the App, as applicable. Neither KI nor any of its parents, subsidiaries, affiliates, shareholders, members, licensors, sponsors, agents, successors, or assigns, nor our or their directors, officers, employees, consultants, or other representatives will have any liability to you for any damages, expenses, or other liability incurred by you as a result of (i) any inaccuracy, incompleteness, or misrepresentation of any information, content, postings, or submissions provided or posted on the Services by third parties, or (ii) your purchase of any third-party products or services through the Services.

You recognize and agree that this limitation of liability is just and reasonable.

15. Indemnification

You agree to fully indemnify, defend, and hold KI, our parents, subsidiaries, affilitates, shareholders, members, licensors, suppliers, agents, successors, and assigns, and our and their directors, officers, employees, consultants, and other representatives (collectively, the “Killi, Inc. Parties”) harmless from and against any and all claims, damages, losses, costs (including reasonable attorneys’ fees), and other expenses that arise directly or indirectly out of or from: (i) your breach of this Agreement, including, but not limited to, the Acceptable Use Policy; (ii) any allegation that any materials you submit to us or transmit in relation to the Services, via the Website and/or any linked website and/or the App, infringe or otherwise violate the copyright, patent, trademark, trade-secret, or other intellectual property or other rights of any third party; (iii) your activities in connection with the Services and/or the Website and/or any linked website and/or the App; and/or (iv) your negligence, wilful misconduct or violation of any law, regulation, intellectual property right or other right or rights of a third party.

16. Release

If you have a dispute with one or more other users of the Services and/or the Website and/or any linked website and/or the App, you agree to release the Killi, Inc. Parties from any and all claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute. In entering into this release, you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims that you may know or suspect to exist in your favour at the time of agreeing to this release.

17. Jurisdictional Issues

KI makes no representation that the Services operate (or are legally permitted to operate) in all geographic areas, or that the Services are appropriate or available for use in other locations. Accessing the Services from territories where the Services or any content or functionality of the Services or portion thereof are illegal is expressly prohibited. If you choose to access the Services, you agree and acknowledge that you do so on your own initiative and at your own risk, and that you are solely responsible for compliance with all applicable laws. The Services are operated from Canada. If you are located outside of Canada and choose to use the Services or provide your information to us, your information will be transferred, processed and stored in accordance with Canadian privacy laws. Canadian privacy laws may not be as protective as those in your jurisdiction. Your agreement to the terms of this Agreement followed by your submission of information in connection with the Services represents your agreement to this practice.

If you do not want your information transferred to or processed or stored in Canada and/or the United States, you should not use the Services. Use of the Services by users outside of Canada is at your own risk. You may wish to consult a legal professional in your own jurisdiction about the exact implications of using the Services outside of Canada.

18. Dispute Resolution; Governing Law

You and KI hereby agree to settle any and all disputes or claims arising from or relating to this interpretation, application or alleged breach of this Agreement, as amended from time to time (the “Claims”) by final and binding arbitration by a single arbitrator. You and KI hereby waive the right to sue in court and have a trial, by jury or by judge alone, as applicable, in your jurisdiction. You and KI also hereby agree that each may bring a Claim against the other only in an individual capacity, and not as a plaintiff or class member in any purported class action. You and KI further agree that no arbitrator or judge may consolidate more than one person’s Claims or otherwise preside over any form of representative or class proceeding unless otherwise agreed upon in writing by you and KI. For the avoidance of doubt, you hereby waive any right to participate in a class action against KI, whether as a member of a class or a representative, in respect of any Claims, legal proceeding or matters whatsoever between you and KI, before any court, arbitration forum or tribunal. This Agreement shall be governed by the laws of the Province of Ontario, Canada, without regard to its conflicts of laws provisions. Any arbitration between you and KI will be administered under the laws of the Province of Ontario, Canada, in accordance with the then-current Canadian Arbitration Rules of the International Centre for Dispute Resolution.

Any judgment award rendered under such arbitration may be entered into any court having jurisdiction; provided, however, you hereby agree that if the arbitrator’s award, final ruling or judgment is in your favor, KI will pay you the lesser of (i) the amount of the arbitrator’s award, (ii) the most recent written settlement offer made to you by KI, if any, and (iii) CAD$1,000, in full settlement of the arbitrated dispute. The cost of the arbitration shall be borne equally by both parties, provided, each party shall be responsible for their respective attorneys’ fees.

19. Personal Information and Privacy

All information provided to or collected by us in connection with your use of the Services, including information that may identify your (“Personal Information”) will be collected, used and disclosed in accordance with our Privacy Policy, which is incorporated herein by reference. In the event of any conflict between this Agreement and the Privacy Policy, the Privacy Policy shall, to the extent of such inconsistency, prevail. Our Privacy Policy may be amended or updated from time-to-time, in our sole discretion. We will notify you of any changes by posting the new Privacy Policy here. Each time you use the Website, App and/or Services, the most current version of the Privacy Policy will apply. Each time you use our Services, you consent to the collection, use and disclosure of your Personal Information by KI in accordance with our Privacy Policy, as amended. We will not materially change our policies and practices to make them less protective of your privacy without your consent and/or the consent of affected users, as applicable.

20. Territory and Partner Specific Information California

California Civil Code Section 1789.3 accords California residents the right to receive the following specific consumer rights notice, which we hereby offer as a convenience to you:

The name, address of the provider of the Service is Killi, Inc., 409 King Street West, Suite 400, Toronto, ON, M5V 1K1. Complaints regarding the Service or requests to receive further information regarding use of the Services may be sent to the above address or to info@killi.io.

The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Boulevard, Suite S202, Sacramento, CA 95834 or by telephone at (916) 574-7950 or (800) 952-5210.

21. Miscellaneous

(a) Governing Law: This Agreement is governed by and is to be construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein and treated in all respects as an Ontario contract. Subject to paragraph 18 above and subparagraph 21(b)(ii) below, the parties to this Agreement hereby irrevocably and unconditionally attorn to the exclusive jurisdiction of the courts of the Province of Ontario and all courts competent to hear appeals therefrom.

(b) Severability: (i) Subject to subparagraph 21(b)(ii) below, if any provision of this Agreement is determined to be illegal, unenforceable or excessively broad as to duration, scope or activity, then that provision shall be construed so that the remaining provisions of this Agreement shall not be affected, but shall remain in full force and effect, and any such illegal or overly broad provision shall be deemed, without further action on the part of either party, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in the applicable jurisdiction; (ii) If paragraph 18 of this Agreement is determined to be illegal, unenforceable or excessively broad as to duration, scope or activity, then, pursuant to subparagraph 21(a) above, any Claim will be exclusively decided by a court of competent jurisdiction within the Province of Ontario, and you and KI agree to submit to the venue, personal and subject-matter jurisdiction of that court.

(c) Entire Agreement: This Agreement, including the Privacy Policy, which has is available here , is the entire agreement between you and us relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements between you and us with respect to such subject matter.

(d) No Waiver: The failure of KI to enforce any right or provision in this Agreement does not constitute a waiver of that right or provision. This Agreement may not be changed, waived, or modified except by us as provided herein or otherwise by written instrument signed by KI. Employees of KI are not authorized to modify the terms of this Agreement, either orally or in writing. If any employee of KI offers to modify this Agreement, he or she is not acting as an agent for us or speaking on our behalf. You may not rely, and should not act in reliance on, any statement or communication from an employee of KI or anyone else purporting to act on KI’s behalf. This Agreement is between you and KI; there are no third-party beneficiaries.

(e) Relationship: Nothing in this Agreement shall be deemed or construed to constitute an agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship. Neither this Agreement nor any right, obligation, or remedy hereunder is assignable, transferable, delegable, or sub-licensable by you except with our prior written consent, and any attempted assignment, transfer, delegation, or sublicense shall be null and void. KI may assign, transfer, or delegate this Agreement or any right or obligation or remedy hereunder in its sole discretion. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. Except as explicitly stated otherwise, legal notices shall be served on KI’s national registered agent (in the case of KI) or to the e-mail address you have designated on your account (in your case). Notice to you shall be deemed given twenty four (24) hours after the e-mail is sent.

(f) Headings: Any heading, caption, or section title contained in this Agreement is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof.

(g) Survival: The provisions of this Agreement addressing disclaimers, representations and warranties, limitation of liability, releases, indemnity obligations, intellectual property, severability, notices, and governing law shall survive the termination of this Agreement, your registration with the Website and/or use of the Website, App and/or Services.

22. Contact Us

If you have any questions, comments, or concerns relating to this Agreement, please contact us at info@killi.io, or write to us at:

 

KI Feedback
Killi, Inc.
409 King Street West, Suite 400
Toronto, ON
M5V 1K1