Terms of Service

Last update on April 10, 2024

THESE TERMS OF SERVICE (HEREINAFTER, “TERMS”) CONSTITUTE A LEGALLY BINDING CONTRACT AND GOVERN YOUR USE OF AND ACCESS TO THE KLAUS SERVICES BY CLIENT AND ITS USERS REGARDLESS OF THE ENVIRONMENT IN WHICH THE KLAUS SERVICES ARE BEING USED AND THE GEOGRAPHIC LOCATION OF SUCH USE AND WHETHER IN CONNECTION WITH A PAID OR FREE TRIAL SUBSCRIPTION TO THE KLAUS SERVICES. THESE TERMS DO NOT GOVERN CLIENT’S USE OF OR ACCESS TO ANY OTHER SERVICES PROVIDED BY ZENDESK.

By accepting these Terms, either by accessing or using the Klaus Services, or authorizing or permitting any Userto access or use the Klaus Services, Client agrees to be bound by these Terms as of the date of such access or use of the Klaus Services (the “Effective Date”). If You are entering into these Terms on behalf of a company, organization or another legal entity (an “Entity”), You are agreeing to these Terms for that Entity and representing to Klaus that You have the authority to bind such Entity and its Affiliates to this these Terms, in which case the terms “Client,” “You,” or “Your” herein refers to such Entity and its Affiliates. If You do not have such authority, or if You do not agree with these Terms, You must not use or authorize any use of the Klaus Services. 

Client and Klaus shall each be referred to as a “Party” and collectively referred to as the “Parties” for purposes of these Terms. Defined terms used in these Terms with initial letters capitalized shall have the meaning given in the section entitled, “Definitions.” In the event of any inconsistency or conflict between these Terms and the terms of any Service Order, the terms of the Service Order shall control.

Each Party represents and warrants to the other that (a) these Terms have been duly executed and delivered and constitute a valid and binding agreement enforceable against such Party in accordance herewith; (b) no authorization or approval from any third party is required in connection with such Party’s execution, delivery or performance of these Terms; and (c) the execution, delivery and performance of these Terms does not and will not violate the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound.

1. DEFINITIONS

The expressions indicated hereunder shall have the following meaning in these Terms and in relation to it, the words used in the Terms in the singular shall also mean the plural and vice versa, and the words in the masculine gender shall also mean the feminine gender and vice versa.

1.1. “Access Data” means information needed to access the Client’s Account as made available by Klaus.

1.2. “Account” means any accounts or instances created by, or on behalf of, Client or its Affiliates within the Services.

1.3. “Affiliate” means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, whereby “control” (including, with correlative meaning, the terms “controlled by” and “under common control”) means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract, or otherwise.

1.4. “API” means the application programming interfaces developed, made available and enabled by Klaus that permit clients to access certain functionality provided by the Services, including, without limitation, the REST API that enables the interaction with the Services automatically through HTTP requests and the application development API that enables the integration of the Services with other web applications.

1.5. “Applicable Data Protection Laws” means all applicable international, federal, national, and state privacy and data protection law(s) applicable to the processor in connection with its processing of personal data as processor to provide the Services to the Client (including GDPR). Notwithstanding the foregoing, “Applicable Data Protection Law” excludes (a) laws requiring the localisation of Client Data and (b) laws specific to Client or Client’s industry that are not generally applicable to the Processor as a Data Processor.

1.6. “Client” means the party specified above or who has otherwise accepted these Terms and may also be referred to as “You” or “Your.” 

1.7. “Client Data” means any and all information (incl. Personal Data) uploaded to the Service from any Non-Klaus Service or created in the Service or otherwise made available to Klaus by the Client and its Users regardless of the format of such information. 

1.8. “Confidential Information” means all information disclosed by one Party to the other Party which is in tangible form and designated as confidential or is information, regardless of form, which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure, including but not limited to the pricing terms, product plans and designs, business processes, security notifications, and customer advocacy communications. Notwithstanding the foregoing, Confidential Information shall not include information that (a) was already known to the receiving Party at the time of disclosure by the disclosing Party; (b) was or is obtained by the receiving Party from a third party not known by the receiving Party to be under an obligation of confidentiality with respect to such information; (c) is or becomes generally available to the public other than by violation of these Terms or another valid agreement between the Parties; or (d) was or is independently developed by the receiving Party without the use of the disclosing Party’s Confidential Information.

1.9. “Data Controller” refers to the entity that determines the purposes and means for processing personal data.

1.10. “Documentation” means any written or electronic documentation, images, video, text or sounds specifying the functionalities or limitations of the Services or describing Service Plans, as applicable, provided or made available by Klaus to Client; provided, however, that Documentation shall specifically exclude any “community moderated” forums as provided or accessible through such knowledge base(s).

1.11. “Force Majeure Event” means any circumstances beyond Klaus’ reasonable control, including, but not limited to, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving Klaus employees), Internet service provider failure or delay, Non-Klaus Services, or acts undertaken by third parties, including without limitation, denial of service attack.

1.12. “Intellectual Property Rights” means any and all of a Party’s patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights.

1.13. “Klaus” means Estonian private limited company OÜ Qualitista (Estonian commercial registry code: 14308859, registered address: Vana-Lõuna 39/1,10134 Tallinn, Estonia), or any of its successors or assignees and may also be referred to as “We,” Us” or “Our.”

1.14. “Malicious Software” means any viruses, malware, Trojan horses, time bombs, or any other similar harmful software.

1.15. “Mobile Application” means a form of program running the Services on a mobile device.

1.16. “Non-Klaus Services” means third party products, applications, services, software, networks, systems, directories, websites, databases and information which a Service links to, or which Client may connect to or enable in conjunction with a Service, including, without limitation, Non-Klaus Services which may be integrated directly into an Account by Client or at Client’s direction. For the avoidance of doubt, Zendesk services are Non-Klaus Services, but are subject to the terms of Client’s main services agreement with Zendesk.

1.17. “Personal Data” (for purposes of this Agreement) means any Client Data relating to an identified or identifiable natural person (‘data subject’) where an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as name, an identification number, location data, an online identifier or to one or more factors specific to their physical, physiological, mental, economic, cultural or social identity of that natural person.

1.18. “Personal Data Breach” shall have the same meaning as in and be inclusive of similar concepts under Applicable Data Protection Law.

1.19. “Planned Downtime” means planned downtime for upgrades and maintenance to the Services scheduled in advance of such upgrades and maintenance.

1.20. “Privacy Notice” means the Klaus Privacy Policy located at https://www.klausapp.com/privacy/.

1.21. “Services” means Klaus’ customer support quality improvement system accessible via the Website as well as via Mobile Application and all Klaus platforms, Software, services or content associated with it. “Services” exclude (a) Non-Klaus Services as that term is defined herein; and (b) any services provided to Client by Zendesk, Inc. pursuant to the Zendesk Main Services Agreement.

1.22. “Service Order” means service order form(s) generated by Klaus or a Klaus Affiliate (including Zendesk, Inc.) executed or approved by Client with respect to Client’s subscription to a Service, which may detail, among other things, the number of Users authorized to use a Service under Client’s subscription and the applicable Service Plan.

1.23. “Service Plan(s)” means the packaged service plan(s) and the functionality and services associated therewith (as detailed on the Website applicable to the Service) for the Services.

1.24. “Software” means software provided by Klaus (either by download or access through the internet) that allows Client and its Users to use any functionality in connection with the applicable Service.

1.25. “Subscription Charges” means all charges associated with Client’s access to and use of an Account. Subscription Charges may also be referred to as fees in the Documentation or Service Order.

1.26. “Subscription Term” means the period during which Client has agreed to subscribe to a Service.

1.27. “Taxes” means taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction.

1.28. “Terms” means all terms and conditions governing the provision of the Services stipulated in this document, a Service Order (where applicable), or incorporated by reference herein into this document.

1.29. “Usage Data” means metrics and information regarding Your use of the Services, including evaluating how Users use the Services.

1.30. “User(s)” means an individual (including those of Client’s Affiliates) authorized to use the Services through Client’s Account such as a user, agent, account owner, account manager and/or administrator. 

1.31. “User Login” means a unique username and associated password provisioned to a User to permit them to access the Services.

1.32. “Website” means a website operated by Klaus or an Affiliate, including https://www.klausapp.com or any of its sub-domains, as well as all other websites that Klaus operates.

2. ACCESS TO THE SERVICES

2.1. Klaus will make the Services and Client Data available pursuant to these Terms and the Service Order(s) (where applicable), and provide Client standard support for the Services. Klaus will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except during (a) Planned Downtime (of which Klaus will give advance notice via the Website or to the Account owner); and (b) Force Majeure Events.

2.2. Client acknowledges that Klaus may modify the features and functionality of the Services during the Subscription Term. Klaus shall provide Client with thirty (30) days’ advance notice of any deprecation of any material feature or functionality. 

3. USE OF THE SERVICES

3.1. The Services provided by Klaus allow Client to access Klaus’ customer support quality improvement system, enabling Client to store, manage, review, comment, analyze and evaluate its conversations with its customers by connecting Client’s third-party customer communication platform account (also a Non-Klaus Service) to its Klaus Account via API. By connecting its third-party customer communication platform account to its Klaus Account, Client hereby instructs Klaus to download, save, and process the conversations between Client and its customers to the Software as follows: (a) download and save Client’s interactions with its customers (created in the third-party customer communication platform) in the Software unless configured by Client in its Account to act as a proxy to those interactions, in which case, Klaus will only download Client’s interactions with its customers without saving or recording such interactions; (b) save information about Users (e.g. name, email, profile picture); and (c) save Client Data within the Services.

3.2. Access to and use of certain Services is restricted, such as to the specified number of Users permitted under Client’s subscription. When creating an Account, Client shall provide information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of these Terms. Client agrees and acknowledges that a User Login cannot be shared or used by more than one (1) individual per Account. Client and Users are responsible for maintaining the confidentiality of all User Login information for an Account, and shall not disclose User Login information to any third parties. Absent a written license from Klaus expressly stating otherwise, Client agrees and acknowledges that Client may not use the Services, including but not limited to the API, to circumvent the requirement for an individual User Login for each User. Klaus reserves the right to charge Client, and Client hereby agrees to pay, for any overuse of a Service in violation of these Terms, in addition to other remedies available to Klaus. If Client has forgotten an User Login or suspects an Users Login has become available to third parties, Client shall immediately change the User Login via its Account on the Website or Mobile Application, or notify Klaus accordingly via e-mail at team@klausapp.com. After receiving such notice, Klaus will reset the User Login.

3.3. Client shall only use the Services for Client’s customer service quality improvement purposes and refrain from any misuse, including excessive demands on Klaus resources, or illegal activities. Further, in Client’s use of the Services, Client agrees not to (a) modify, adapt, or hack the Services or otherwise attempt to gain unauthorized access to the Services or related systems or networks; (b) attempt to bypass or break any security or rate limiting mechanism on any of the Services or use the Services in any manner that interferes with or disrupts the integrity, security or performance of the Services and its components; (c) attempt to decipher, decompile, reverse engineer or otherwise discover the source code of any Software making up the Services; or (d) to the extent Client is subject to the US Health Insurance Portability and Accountability Act of 1996, and its implementing regulations (HIPAA), use the Services to store or transmit any “protected health information” (PHI) as defined by HIPAA, unless expressly agreed to otherwise in writing by Klaus. Klaus reserves the right to impose fair use limits.

3.4. As between Client and Klaus, Client is responsible for compliance with the provisions of these Terms by its Users and for any and all activities that occur under its Account, which Klaus may verify from time to time, and must notify Klaus promptly of any unauthorized use of its Account. Without limiting the foregoing, Client will ensure that its use of the Services is compliant with all applicable laws and regulations as well as any and all privacy notices, agreements or other obligations Client may maintain or enter into with its Users. You understand that the Services are not intended to be used for the purpose of “automated decision making” as described in GDPR Article 22 or in any other manner that may automatically impact employee work conditions, but rather to assist human actors with their decisions. Client represents and warrants that it has obtained all relevant rights, consents, licenses, and permissions required for connecting its third-party customer communication platform account to the Services via Application Programming Interfaces (“API”).

3.5. Client is responsible for procuring and maintaining the network connections that connect Client’s network to the Services including, but not limited to, browser software that supports protocols used by Klaus and to follow procedures for accessing services that support such protocols. Klaus is not responsible for notifying Client or its Users of any upgrades, fixes or enhancements to any such software or for any compromise of data, including Client Data, transmitted across computer networks or telecommunications facilities (including but not limited to the Internet) which are not owned, operated or controlled by Klaus. Klaus assumes no responsibility for the reliability or performance of any connections as described in this section.

3.6. Unless otherwise authorized by Klaus in these Terms or expressly agreed to otherwise in writing by Klaus, Client may not use the Services in any manner where Client acts as a service bureau or provides any outsourced business process services on behalf of more than one (1) third party (other than Affiliates) through a single Account. For the avoidance of doubt, this section means Client may not resell or outsource the Service(s) except as expressly authorized by Klaus. Without limiting the foregoing, Client’s right to access and use any Klaus APIs is subject to the restrictions and policies implemented by Klaus from time to time with respect to the API as set forth in the Documentation or otherwise communicated to Client in accordance with these Terms.

3.7. Client may not access the Services for competitive purposes or if Client is a competitor of Klaus or any of its Affiliates.

3.8. Klaus reserves the right to restrict functionalities or suspend the Services (or any part thereof), Client’s Account or Client’s and/or Users’ rights to access and use the Services and remove, disable or quarantine any Client Data or other content if (a) Klaus reasonably believes that Client or its Users have violated these Terms; (b) Klaus suspects or detects any Malicious Software connected to Client’s Account or use of a Service by Client or its Users; or (c) Client’s use of the Service in breach of these Terms or Client Data infringes or misappropriates a third party’s valid patent, copyright, trademark or trade secret. This right includes the removal or disablement of Client Data or other content in accordance with the Digital Millennium Copyright Act (DMCA) or other applicable copyright laws. Unless legally prohibited from doing so or where Klaus is legally required to take immediate action, Klaus will use commercially reasonable efforts to notify Client via email when taking any of the foregoing actions. Klaus shall not be liable to Client, its Users or any other third party for any modification, suspension or discontinuation of Client’s rights to access and use the Services. Klaus may refer any suspected fraudulent, abusive, or illegal activity by Client or its Users to law enforcement authorities at Klaus’ sole discretion.

3.9. If Client decides to enable, access or use Non-Klaus Services, Client’s access and use of such Non-Klaus Services shall be governed solely by the terms and conditions of such Non-Klaus Services. Klaus does not endorse, is not responsible or liable for, and makes no representations as to any aspect of such Non-Klaus Services, including, without limitation, their content or the manner in which they handle, protect, manage or process data (including Client Data), or any interaction between Client and the provider of such Non-Klaus Services. Klaus cannot guarantee the continued availability of such Non-Klaus Service features, and may cease enabling access to them without entitling Client to any refund, credit or other compensation, if, for example and without limitation, the provider of a Non-Klaus Service ceases to make the Non-Klaus Service available for interoperation with the corresponding Service in a manner acceptable to Klaus. Client irrevocably waives any claim against Klaus with respect to such Non-Klaus Services. Klaus is not liable for any damage or loss caused or alleged to be caused by or in connection with Client’s enablement, access or use of any such Non-Klaus Services, or Client’s reliance on the privacy practices, data security processes or other policies of such Non-Klaus Services. Client may be required to register for or log into such Non-Klaus Services on their respective websites. By enabling any Non-Klaus Services, Client is expressly permitting Klaus to disclose Client’s login and Client Data to the provider of the Non-Klaus Service as necessary to facilitate the use or enablement of such Non-Klaus Services.

3.10. The Software used to provide the Services may from time to time automatically download and install updates. These updates are designed to improve, enhance, and further develop the Services. As part of Client’s use of the Services, Client gives Klaus permission to deliver, and Client agrees to receive, such updates.

4. CONFIDENTIAL INFORMATION

In connection with the Services, each Party will protect the other’s Confidential Information from unauthorized use, access or disclosure in the same manner as each Party protects its own Confidential Information, but with no less than reasonable care. Except as otherwise expressly permitted pursuant to these Terms, each Party may use the other Party’s Confidential Information solely to exercise its respective rights and perform its respective obligations under these Terms and shall disclose such Confidential Information (a) solely to the employees and/or non-employee service providers and contractors who have a need to know such Confidential Information and who are bound by terms of confidentiality intended to prevent the misuse of such Confidential Information; (b) as necessary to comply with an order or subpoena of any administrative agency or court of competent jurisdiction; or (c) as reasonably necessary to comply with any applicable law or regulation. This section shall not apply to any information which (y) was publicly known prior to the time of disclosure by the disclosing Party, or (z) becomes publicly known after such disclosure through no action or inaction of the receiving Party in violation of these Terms. The provisions of this Section 4 shall control over any non-disclosure agreement by and between the Parties and any such non-disclosure agreement shall have no further force or effect with respect to the exchange of Confidential Information after the execution of these Terms. For clarity, any exchange of Confidential Information prior to the execution of these Terms shall continue to be governed by any such non-disclosure agreement. Given the unique nature of Confidential Information, the Parties agree that any violation or threatened violation by a Party to these Terms with respect to Confidential Information may cause irreparable injury to the other Party. Therefore, the Parties agree such violation or threatened violation shall entitle the other Party to seek injunctive or other equitable relief in addition to all legal remedies.

5. PAYMENT FOR SERVICE

5.1. By signing up as a user of the Services via Website or Mobile Application, or by placing a Service Order for the Services, Client agrees to pay all Subscription Charges payable for the Services. Client is responsible for providing valid and current payment information and Client agrees to promptly update its Account information, including payment information, with any changes that may occur (for example, a change in Client’s billing address or credit card expiration date). If Client fails to pay Subscription Charges or any other charges indicated on any Service Order (where applicable) within five (5) days of Klaus’ notice to Client that payment is delinquent, or if Client does not update payment information upon Klaus’ request, in addition to other remedies, Klaus may suspend access to and use of the Services by Client and its Users. As permitted by applicable law, Klaus reserves the right to charge the Client late payment penalties or interest charges on any past-due invoices that are not subject to a previously-noticed good faith dispute as to amount owed.

5.2. A new Client may be eligible for a free trial (i.e. temporary access for trying out the Services free of charge), subject to these Terms. If Client registers for a free trial, Klaus will make the Services available to Client on a trial basis free of charge until the earlier of (a) the end of the free trial period; (b) the start date of any subscription to the Services purchased by Client; or (c) termination of the trial by Klaus in Our sole discretion. Trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into these Terms by reference and are legally binding. 

5.3. Subscription Charges for Services will be stated at the time of your purchase or sign-up, as applicable. Klaus may change Subscription Charges at any time by posting its new pricing to the Website and/or sending notice by email to the Account owner. If Client does not accept the new pricing, it may terminate use of Services in accordance with Section 9.2 herein.

5.4. All Subscription Charges are exclusive of any Taxes. Client is responsible for paying Taxes assessed in connection with the subscription to the Services except those assessable against Klaus measured by its net income. Klaus agrees to exempt Client from any Taxes for which Client provides to Klaus a tax exemption certificate prior to the issuance of an invoice; provided, however, that no such exemption shall be extended to Client following written notice to Klaus from a taxing authority of appropriate jurisdiction that Client does not qualify for the claimed exemption.

5.4.1. If Client is required to withhold Taxes from payments to Klaus, Client shall pay Klaus the amount owing on the invoice, less a deduction for such Taxes withheld to be remitted directly by the Client to the relevant tax authority. Client will provide Klaus with a valid receipt for such Taxes remitted to the relevant tax authority within seventy-five (75) days of Client’s payment to Klaus from which the withholding was made. If Client does not provide the valid receipt for such Taxes remitted within 75 days, Client agrees and acknowledges that it will be charged and will have to pay for the full amount of the invoice.

5.4.2. If Client is legally required to withhold Taxes from payments to Klaus but fails to do so and pays an invoice in full, Client may be entitled to reimbursement of the Taxes which should have been withheld. Such reimbursement can only be made in the first year following payment of the relevant invoice to Klaus, once the Client provides Klaus with a valid receipt for the Taxes remitted to the relevant tax authority in respect of that invoice.

5.5. If Client pays by credit card or certain other payment instruments, the Services provide an interface for the Account owner to change credit card information (e.g., upon card renewal). Client hereby authorizes Klaus (or an Affiliate, including Zendesk) to charge Client’s credit card or other payment instrument in advance on a periodic basis in accordance with these Terms until Client’s subscription to the Services terminates, and Client further agree to pay any Subscription Charges so incurred. 

5.6. If Client mandates Klaus to use a vendor payment portal or compliance portal that charges Klaus a subscription fee or a percentage of any uploaded invoice as a required cost of doing business, Client shall be invoiced by Klaus for, and Client is obligated to pay, the cost of this fee.

6. PROCESSING AND PROTECTING OF CLIENT DATA AND PERSONAL DATA

6.1. The Client acknowledges and agrees that any and all Client Data (including its lawfulness, quality, accuracy) shall be the sole responsibility of the Client. The Client shall be solely responsible for uploading Client Data via the Website or the Mobile Application through the use of the Services.

6.2. In connection with Client Data, the Client confirms that: (i) it either owns its Client Data or has the necessary rights to use and authorize further use by Klaus as stipulated by these Terms; (ii) it has the appropriate legal basis for the processing of the Personal Data and for authorizing Klaus to process the Personal Data in accordance with these Terms and (iii) performance of Parties’ rights and obligations under these Terms does not and will not: (a) infringe, any third-party right, including any copyright, trademark, patent, trade secret, privacy right or any other intellectual property or proprietary right; (b) violate any applicable law or regulation; or (c) require obtaining a license from or paying any fees and/or royalties by Klaus to any third party for the performance of the Services to the Client or for the exercise of any rights granted in these Terms.

6.3. The Client also determines the purposes and means of the processing of the Personal Data, therefore the Client is considered the controller in the meaning of GDPR. As Klaus provides the Services platform/system to the Client for storage, management, analysis and evaluation of its customer support and has no direct relation with the customers of the Client and has no individual interest in the processing of the Personal Data, Klaus is the processor of the Personal Data in the meaning of GDPR, processing the Personal Data in accordance with the Terms and for the purposes of rendering Services to the Client.

6.4. The Client hereby instructs Klaus to use the Client Data in an aggregated or anonymized format for Klaus’s internal analysis with the aim to improve the quality of and develop the Services by adding functionality, new features, etc.

6.5. The Client shall at all times ensure that processing of the Client Data by it is lawful and in compliance with applicable legal acts (incl. Applicable Data Protection Laws). By uploading Client Data to the Services platform/system, the Client authorizes Klaus to process the Client Data as stipulated in these Terms and as described in section 4.1 above.

6.6. These Terms constitute the data processing contract between the Client as the data controller and Klaus as the data processor for the purposes of GDPR Article 28 or Applicable Data Protection Laws. The Client hereby instructs the Supplier to process the data as described in these Terms.

6.7. Upon processing the Personal Data Klaus shall:

6.7.1. process the Personal Data only within the scope required according to the Terms and for provision of the Services or in any other way according to the instructions of the Client or as required by applicable law;

6.7.2. apply appropriate technical and organizational measures, inter alia those listed in GDPR Article 32(1), if appropriate, in order to protect the Personal Data against unauthorized or unlawful processing and accidental or unlawful loss, destruction, damage, alteration or disclosure; ensure the performance of Data Protection Laws; and ensure the protection of rights of data subjects;

6.7.3 shall refer all requests or inquiries by data subjects (customers or employees of the Client) to the Client without responding to such requests, except as necessary to identify the requestor;

6.7.4. guarantee that all employees of Klaus related to the provision of Services are bound by confidentiality obligation;

6.7.5. transfer the Personal Data outside EU only in compliance with conditions laid down in GDPR Chapter V;

6.7.6. make available information reasonably required by the Client to demonstrate the fulfillment of the obligations of the Client as the controller and Klaus as the processor as necessary under Applicable Data Protection Law;

6.7.7. enable the Client or the auditor authorized by the Client to perform the Personal Data processing and protection related audits and contribute to their conduct;

6.7.8. shall inform the Client of any Data Protection Incident without undue delay and take all appropriate measures required to remedy/mitigate the consequences of Data Protection Incident;

6.7.9. reasonably assist the Client in fulfillment of the obligations stipulated in GDPR Articles 32-36, taking into consideration the method of processing of Personal Data and the information available for Klaus.

6.8. By accepting the Terms, the Client gives Klaus a general authorization (in the meaning of GDPR Article 28(2)) to involve sub-processors in Section 6.9 for the purposes of providing the Services. Klaus shall provide at least thirty (30) days’ prior notice to the Client of any intended changes concerning the addition or replacement of other sub-processors. In the event that the Client objects to any proposed changes to the sub-processors on reasonable grounds related to data protection, the Client shall inform Klaus in writing by emailing privacy@zendesk.com within thirty (30) days following such changes. In such event, the Parties shall negotiate in good faith a solution to the Client’s objection. If the Parties cannot reach resolution within sixty (60) days of Klaus’ receipt of the Client’s objection, Klaus will either (a) instruct the sub-processor to not process the Client’s Personal Data or (b) allow the Client to terminate these Terms and any related services agreements with Klaus immediately and provide the Client with a pro rata reimbursement of any sums paid in advance for Services to be provided, but not yet received by the Client as of the effective date of termination.

Klaus is now a part of Zendesk. Klaus Sub-processors can now be found in the Zendesk Sub-Processor Policy, available here: https://support.zendesk.com/hc/en-us/articles/4408883061530.

6.10. Klaus will engage further processors only by a written contract under which the processor shall ensure that the Personal Data they process is protected at a level that is at least equivalent to that specified in these Terms. In any case, Klaus shall remain fully liable for the fulfillment of the obligations related to processing and protection of Personal Data by its representatives, employees and sub-contractors.

6.11. Klaus will process Personal Data on behalf of the Client until the termination of the Services as stipulated in the Terms. Upon termination of the Services, Klaus will store all content provided by the Client in the course of using the Services (incl the Personal Data) for a period of 90 days, to enable the Clients to request the transfer of such data to the Client or reopen the Client account for continuing the use of the Services, unless otherwise instructed by the Client.

6.12. After the storage period referred to in section 6.11 above or at the request of the Client, Klaus shall delete all the Personal Data, unless EU or Estonian law requires storage. If Klaus has used sub-processors for processing the Personal Data it shall cause them to do the same.

6.13. Notwithstanding the provisions of this section 6, Klaus may disclose Client Data (incl Personal Data) to the extent obligated by applicable laws. In such a case, Klaus will use reasonable efforts to provide the Client with prior notice of such disclosure (to the extent legally permitted). Should the Client desire to contest the disclosure of the Client Data, it shall provide Klaus reasonable assistance, at the cost of the Client.

6.14. When acting as the data controller, i.e. when collecting and processing personal data from its own clients (incl you) (e.g. the name and e-mail of Client’s representative for creation of a user account with Klaus), Klaus adheres to its Privacy Policy, available at https://www.klausapp.com/privacy.

7. INTELLECTUAL PROPERTY

7.1. Each Party shall retain all rights, title and interest in any of its respective Intellectual Property Rights. The rights granted to Client and its Users to use the Service(s) under these Terms do not convey any additional rights in the Service(s) or in any Intellectual Property Rights of Klaus associated therewith. Subject only to limited rights to access and use the Service(s) as expressly stated herein, all rights, title and interest in and to the Services and all hardware, Software and other components of or used to provide the Services and Klaus’ machine learning algorithms, including all related Intellectual Property Rights, will remain with Klaus and belong exclusively to Klaus. Client shall retain ownership rights, including all Intellectual Property Rights, to all Client Data processed under these Terms.

7.2. Klaus grants to Client a limited, non-exclusive, non-transferable and non-sublicensable license to access and use the Services, and the contents provided via the Website and Mobile Application only in such manner as necessary for using the Service for its intended purpose by Client (and only by Client) and only during the time of the validity of these Terms.

7.3. Unless expressly agreed to otherwise in writing by Klaus, nothing in these Terms gives Client the right to use any of Klaus’ service or trade names, trademarks, service marks, taglines, logos, domain names, or other distinctive brand features or designations of Klaus or its Affiliates, whether registered or unregistered. Client grants Klaus permission to use Client’s name and logo in Klaus’ marketing and sales materials for the duration of these Terms unless specified otherwise in writing.

7.4. Klaus shall have a fully paid-up, royalty-free, worldwide, transferable, sub-licensable (through multiple layers), assignable, irrevocable and perpetual license to implement, use, modify, commercially exploit, incorporate into the Services or otherwise use any suggestions, enhancement requests, recommendations or other feedback regarding the Services that Klaus receives from Client, its Users, or other third parties acting on Client’s behalf. Klaus also reserves the right to seek intellectual property protection for any features, functionality or components that may be based on or that were initiated by suggestions, enhancement requests, recommendations or other feedback regarding the Services that Klaus receives from Client, its Users, or other third parties acting on Subscriber’s behalf.

8. DISCLAIMER, LIMITATION OF LIABILITY AND INDEMNIFICATION

8.1. THE WEBSITE AND SERVICES, INCLUDING ALL SERVER AND NETWORK COMPONENTS, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND KLAUS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CLIENT ACKNOWLEDGES THAT KLAUS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO SUBSCRIBER AS PART OF THE SERVICES WILL BE CORRECTED, AND NO INFORMATION OR ADVICE OBTAINED BY CLIENT FROM KLAUS OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

8.2. Client will indemnify, defend and hold Klaus harmless against any claim brought by a third party against Klaus (a) arising from or related to Client or its Users’ use of a Service in breach of these Terms (and not arising solely from the Service itself); or (b) alleging that Client’s use of the Service or Client Data infringes or misappropriates a third party’s valid patent, copyright, trademark or trade secret; provided that (i) Klaus promptly notifies Client of the threat or notice of such claim; (ii) Client will have the sole and exclusive control and authority to select defense attorneys, and to defend and/or settle any such claim (however, Client shall not settle or compromise any claim that results in liability or admission of any liability by Klaus without Klaus’ prior written consent); and (iii) Klaus fully cooperates with Client in connection therewith.

8.3. Klaus is not responsible for the accuracy, content, or legality of the information entered into the Service platform/system via the Website or Mobile Application by third parties nor any damages to Client arising from the use of such information.

8.4. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) SHALL EITHER PARTY, OR THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, SUPPLIERS OR LICENSORS, BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR ANY LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA (WHERE SUCH DATA IS LOST IN THE COURSE OF TRANSMISSION VIA CLIENT’S SYSTEMS OR OVER THE INTERNET THROUGH NO FAULT OF KLAUS), BUSINESS INTERRUPTION, LOSS OF GOODWILL, COSTS OF COVER OR REPLACEMENT, OR FOR ANY OTHER TYPE OF INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGES, OR FOR ANY OTHER INDIRECT LOSS OR DAMAGES INCURRED BY THE OTHER PARTY OR ITS AFFILIATES IN CONNECTION WITH THESE TERMS OR THE SERVICES REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES.

8.5. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) SHALL KLAUS, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, SUPPLIERS OR LICENSORS BE LIABLE TO THE CLIENT OR ITS AFFILIATES FOR ANY LOSS OR DAMAGE INCURRED BY CLIENT AS A RESULT OF (A) ANY RELIANCE ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY INFORMATION RECEIVED VIA THE SERVICE; (B) ANY CHANGES KLAUS MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES); (C) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER INFORMATION MAINTAINED OR TRANSMITTED BY OR THROUGH THE USE OF THE SERVICES; (D) CLIENT’S FAILURE TO PROVIDE KLAUS WITH ACCURATE ACCOUNT INFORMATION; (E) CLIENT’S FAILURE TO KEEP ITS PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL.

8.6. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, KLAUS’ AGGREGATE LIABILITY TO THE CLIENT, ITS AFFILIATES, OR ANY THIRD PARTY ARISING OUT THESE TERMS OR THE SERVICES, SHALL IN NO EVENT EXCEED THE SUBSCRIPTION CHARGES PAID BY CLIENT DURING THE SIX (6) MONTHS PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. CLIENT ACKNOWLEDGES AND AGREES THAT THE ESSENTIAL PURPOSE OF THIS SECTION 8.6 IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY GIVEN THE SUBSCRIPTION CHARGES, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF KLAUS WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. KLAUS HAS RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO PROVIDE SUBSCRIBER WITH THE RIGHTS TO ACCESS AND USE THE SERVICES PROVIDED FOR IN THESE TERMS.

8.7. THE LIMITATION OF LIABILITY PROVIDED FOR HEREIN APPLIES IN AGGREGATE TO ANY AND ALL CLAIMS BY CLIENT AND ITS AFFILIATES, AND SHALL NOT BE CUMULATIVE.

8.8. Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages or for a party’s own fraud, willful injury to the person or property of another, or violation of law, which means that some of the above limitations may not apply to Client. IN THESE JURISDICTIONS, KLAUS’ LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

8.9. Any claims or damages that Client may have against Klaus shall only be enforceable against Klaus and not any other entity, nor any officers, directors, representatives or agents of Klaus or any other entity.

9. TERM AND TERMINATION

9.1. These Terms commence on the Effective Date and continue until terminated in accordance with Section 9.2 or 9.3 herein. Upon termination of these Terms for any reason, all rights granted to Client hereunder will terminate. 

9.2. Unless the Client has executed a Service Order with a specific Subscription Term, either Party may elect to terminate these Terms and Client’s access to the Service at any time and without any reason by providing thirty (30) days prior notice in accordance with Section 10.10 of these Terms. If Client has executed a Service Order with a specific Subscription Term, either Party may elect to terminate these Terms and subscription to a Service at the end of the then-current Subscription Term by providing notice in accordance with Section 10.10 of these Terms no less than thirty (30) days prior to the end of such Subscription Term. For clarity, any Service Orders signed when these Terms are in effect will continue under these Terms until such Service Orders are terminated or expire under the terms of the applicable Service Order. 

9.3. A Party may terminate these Terms and Client’s access to the Service for cause (a) upon written notice to the other Party of a material breach by the other Party if such breach remains uncured after thirty (30) days from the date of receipt of such notice; or (b) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors. However, Klaus may immediately terminate these Terms for cause without notice if Client’s conduct threatens the confidentiality, integrity, or availability of the Service or any data or system related to the Service or if provision of the Service violates applicable law, regulation or court order.

9.4. Klaus will refund any prepaid credits if these Terms are terminated by Client for Klaus’ uncured material breach. Client will not be entitled to a refund from Klaus under any other circumstances.

10. GENERAL PROVISIONS

10.1. These Terms shall be governed and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles.

10.2. Any disputes under these Terms shall be resolved in a court of general jurisdiction in San Francisco County, California. Client hereby expressly agrees to submit to the exclusive personal jurisdiction of this jurisdiction for the purpose of resolving any dispute relating to these Terms or relating to access to or use of the Services by Client or its Users.

10.3. The failure of a Party to enforce at any time any right or provision of these Terms does not constitute a waiver of that right or provision or of any other right or provision of these Terms.

10.4. If any provision of these Terms is held to be invalid or unenforceable by a competent court or governing body, such term shall be replaced with another term consistent with the purpose and intent of these Terms, and the remaining provisions of these Terms shall remain in effect.

10.5. Neither Party may, directly or indirectly, by operation of law or otherwise, assign all or any part of these Terms or rights under these Terms, or delegate performance of its duties under these Terms, without written prior consent of the other Party, which consent will not be unreasonably withheld. Notwithstanding the foregoing (a) subject to Section 3.7 herein, Client may, without Klaus’ consent, assign these Terms to an Affiliate or in connection with any merger or change of control of Client or the sale of all or substantially all of Client’s assets, provided that (i) any such successor agrees to fulfill its obligations pursuant to these Terms, and (ii) Client and the assignee execute Klaus’ assignment form; and (b) Klaus may assign these Terms without Client’s consent to an Affiliate in connection with any merger or change of control of Klaus or the sale of all or substantially all of Klaus’ assets provided that any such successor agrees to fulfill its obligations pursuant to these Terms. If requested by Klaus, Client must execute an assignment to give effect to Klaus’ assignment. Subject to the foregoing restrictions, these Terms will be fully binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and assigns.

10.6. These Terms constitute the entire agreement, and supersedes and replaces any and all prior agreements between Klaus and Client relating to the subject matter hereof. These Terms shall apply in lieu of the terms or conditions in any purchase order, request for information, request for proposal, or other order documentation Client or any entity which Client represents provide(s) and all such terms or conditions in such purchase order, request for information, request for proposal, or other order documentation are null and void. Except as expressly stated herein, there are no other agreements, representations, warranties or commitments which may be relied upon by either Party with respect to the subject matter hereof. There are no oral promises, conditions, representations, understandings, interpretations or terms of any kind between the Parties, except as may otherwise be expressly provided herein. The headings used herein are for convenience only and shall not affect the interpretation of these Terms.

10.7. Klaus may amend these Terms from time to time, including pricing, in which case the new Terms will supersede prior versions. Klaus will notify Client no less than thirty (30) days prior to the effective date of any such amendment and Client’s continued use of the Services following the effective date of any such amendment may be relied upon by Klaus as Client’s consent to any such amendment. 

10.8. The Services and other Klaus technology, and derivatives thereof, may be subject to export controls and economic sanctions laws and regulations of the United States and other jurisdictions. Client agrees to comply with all such laws and regulations as they relate to the access to and use of the Services and other Klaus technology. Each Party represents that it (nor its parents or controlling shareholders) is not named on (nor directly or indirectly owned 50% or greater, in the aggregate, or otherwise controlled by, a person or persons named on) any U.S. government or other applicable restricted-party list, and Client will not, and will not permit any Users to: (a) access or use any Service in a U.S.-embargoed or U.S.-sanctioned country or region, (e.g., Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, the so-called Donetsk People’s Republic and Luhansk People’s Republic regions of Ukraine, or any other country or region embargoed or sanctioned during the Subscription Term); (b) access or use any Service if Client, or User is named on (or directly or indirectly owned 50% or greater, in the aggregate, or otherwise controlled by, a person or persons named on) any U.S. government or other applicable restricted-party list; (c) place any information in the Services that is controlled under the U.S. International Traffic in Arms Regulations or other similar laws; or (d) access or use any Service for any purpose prohibited by the United States or applicable international import and export laws and regulations. Klaus shall have no obligation or liability to Client if a governmental or regulatory action restricts access to the Services, and Client agrees that these Terms and any Service Order expressly exclude any right to access the Services from a jurisdiction where such governmental or regulatory restriction is in effect. Klaus reserves the unconditional right to refuse to enter into or to terminate a contractual relationship with any particular company, legal entity or individual on the basis of export control restrictions, embargoes, sanctions or other considerations to the extent permitted by law.

10.9. The Parties are independent contractors, and these Terms do not create a partnership, franchise, joint venture, general agency, fiduciary or employment relationship between the Parties. Client is solely responsible for determining whether the Services meet Client’s technical, business, or regulatory requirements. Klaus’ business partners and other third parties, including any third parties with which the Services have integrations or that are retained by Client to provide consulting services, implementation services or applications that interact with the Services, are independent of Klaus.

10.10. All notices provided by Klaus to Client under these Terms may be delivered in writing (a) by nationally recognized overnight delivery service (“Courier”) or U.S. mail to the contact mailing address provided by Client when creating an Account or on any Service Order (or as Client has otherwise designated through a previous notice given in accordance with this section); or (b) electronic mail to the electronic mail address provided for the Account owner. Client must give notice to Klaus in writing by (y) Courier or U.S. mail to 989 Market Street, San Francisco, California 94103 U.S.A., Attn: Legal Department; or (z) electronic mail to legalnotice@zendesk.com. All notices provided by either Party to the other shall be in English, and deemed to have been given immediately upon delivery by electronic mail; or upon the earlier of proof of receipt or two (2) business days after being deposited in the mail or with a Courier as permitted above.

10.11. If Client is a U.S. federal government department or agency or contracting on behalf of such department or agency, each of the Services is a “Commercial Product” as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as those terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Services are licensed to the Client with only those rights as provided under these Terms.

10.12. Neither Party, nor any of its employees or agents, has offered, received or been offered, directly or indirectly, any illegal or improper bribe or kickback (whether in the form of a payment, gift, undue advantage, or thing of value), or will offer or accept the same in connection with these Terms. All Parties agree to comply with the US Foreign Corrupt Practices Act of 1977, the UK Bribery Act of 2010, and any equivalent anti-corruption requirements in other jurisdictions that are reasonably applicable to these Terms. Modest and reasonable gifts, meals, entertainment, and other hospitality, provided in the ordinary course of business and without any corrupt intent to obtain or retain business, or influence a government decision, will not violate the above restriction. 

10.13. Sections 1, 3.2, 3.8, 4, 5.3, 6 – 8, 9.4 and 10.1 – 10.10 shall survive termination of these Terms with respect to use of the Services by Client or its Users. Termination of these Terms shall not limit a Party’s liability for obligations accrued as of or prior to termination or for any breach of these Terms.

11. GENERAL PROVISIONS

11.1. If you have any questions about these Terms, please contact us, by sending an email to team@klausapp.com. For data protection related inquiries and notices, please email us at privacy@klausapp.com.