Terms of Use

Thank you for your interest in Kuala. This document outlines our Terms of Use and Privacy Policy for the Kuala Software please read these terms carefully.

NOTE: By using this Kuala, you represent that you are 13 years or older and do not have any pirated content on your computer to the best of your knowledge.

This agreement is between Kuala.com (“we,“ “us“ or “Kuala“, “Kuala Website“) and you (“you“ or “your“), as an authorized user of any product or service offered by Kuala (individually and collectively, the “Services“ or “Kuala“) and governs the terms and conditions of your use of the Services. The Services are provided to you under these Terms of Use, our Privacy Policy, and any operating rules and/or policies that we may publish or distribute from time to time (collectively known as the “Agreement“), and you agree you are a direct party to those agreements, rules and policies.

1. Changes to Terms of Use

We reserve the right, in our sole discretion, to change these Terms of Use at any time and they will be updated at www.kuala.com/terms. When the Kuala Terms of Use are updated, we will flag this for you and your continued use of Kuala will be deemed acceptance of any revised Terms of Use.

2. License

All content on the Kuala Website (including, without limitation, text, design, graphics, logos, icons, images, audio clips, downloads, interfaces, code and software, as well as the selection and arrangement thereof), is the exclusive property of and owned by Kuala, its licensors or its content providers and is protected by copyright, trademark and other applicable laws. You may access, copy, download and print the material contained on the Kuala Website for your personal non-commercial use, provided you do not modify or delete any copyright, trademark or other proprietary notice that appears on the material you access, copy, download or print. Any other use of content on the Kuala Website, including but not limited to the modification, distribution, transmission, performance, broadcast, publication, uploading, licensing, reverse engineering, transfer or sale of, or the creation of derivative works from, any material, information, software, products or services obtained from the Kuala Website, or use of the Kuala Website for purposes competitive to Kuala, is expressly prohibited. Kuala, or its licensors or content providers, retain full and complete title to the material provided on the Kuala Website, including all associated intellectual property rights, and provide this material to you under a license that is revocable at any time in our sole discretion.Trademarks, logos and service marks displayed on this Kuala Website are registered and unregistered trademarks of Kuala, its licensors or content providers, or other third parties. All of these trademarks, logos and service marks are the property of their respective owners. Nothing on this Kuala Website shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark, logo or service mark displayed on the Kuala Website without the owner’s prior written permission, except as otherwise described herein. Kuala reserves all rights not expressly granted in and to the Kuala Website and its content. This Kuala Website and all of its content, including but not limited to text, design, graphics, logos, icons, images, audio clips, downloads, interfaces, code and software along with the selection and arrangement thereof, is protected as a compilation under the copyright laws of the United States and other countries.

3. Notices and Contact

By using Kuala, you consent to receive all communications, including agreements, notices, legally required disclosures and other information relating to Kuala electronically. You also agree to permit Kuala to use your email address, physical address, instant messaging address and any other means of communication to send you commercial messages regarding various promotions and offerings we think may be of interest to you. You may withdraw your to receiving notices electronically by email to contact@kuala.com.

4. DMCA Notice

Pursuant to the Digital Millennium Copyright Act (DMCA) Safe Harbor (17 U.S.C. § 512(c), if you believe that anything on this Website or Service offered therein infringes any copyright that you own or control, you may file a notice of such infringement, in compliance with the requirements of 17 U.S.C. § 512(c)(3), with our designated agent:

Mountain West Law Group, PC
10200 E Girard Ave, Suite C250
Denver, CO 80231

A copy of this legal notice may be sent to a third-party that may publish and/or annotate it. As such, your letter (with your personal information removed) may be forwarded to the Chilling Effects Clearinghouse for publication.

5. Foreign Users

Kuala makes no representation that materials associated with this Service are appropriate or available for use in other locations. If you access this Service from outside the United States, please understand that this Service may contain references and/or links to products and services that are not available or are prohibited in your jurisdiction. Any user who is a resident of a foreign country agrees that (i) they have voluntary sought and established contact with Kuala, (ii) they will not use, transmit, disseminate or upload any material, content, that would violate any applicable local, state or national laws or regulations of the foreign member’s country of residence; (iii) under no circumstance shall Kuala be deemed liable under any laws other than the United States; (iv) his or her participation is governed by United States law and subject to the arbitration and venue provisions stated herein; and (v) consent to having their data processed in the United States.

6. Links

This Service may contain links to other websites. These links are provided as a convenience to you and as an additional avenue of access to the information contained therein. Kuala has not necessarily reviewed all the information on those other websites and is not responsible for the content of those or any other website or any products or services that may be offered through those or any other Service. Inclusion of links to other websites should not be viewed as an endorsement of the content of linked by Kuala. Different terms and conditions may apply to your use of any linked websites, products or services. Kuala is not responsible for any losses, damages or any other liabilities incurred as a result of your use of any linked websites, products or services.

7. Acceptable Use Policy

By using or accessing the Kuala software platform you agree to the following:

  1. Use Services in any way that violates an applicable law or regulation, including those regarding transmission of data or software.
  2. Engage in any conduct that restricts or inhibits anyone’s use of Kuala Services.
  3. Use Services in any manor that could disable, overburden, damage, interrupt or harm our ability to provide Services to our clients or end users.
  4. Crawl, scrape or use a robot, spider, or other automated process or means to access Services for any purpose except via authorized access to APIs.
  5. Attempt to, or evade any automated compliance services to bypass restrictions put in place to protect our users.
  6. Engage in any unsolicited advertising, marketing, or other activities that violate anti-spam laws, the Telephone Consumer Protection Act, Do-Not-Call Implementation Act, any Consumer Protection Acts or any other similar restrictive legislation in any jurisdiction regarding telemarketing or consumer marketing.
  7. Use the Service in any manor that may be deemed harassment to end users.
  8. Use the Service in connection with any fraudulent or illegal activity.
  9. Transmit or receive any information protected by the Health Insurance Portability and Accountability Act of 1996 unless authorized and certified by Kuala to do so.
  10. Use the Service to transmit or receive any material that infringes on the intellectual property rights of third parties without authorization.
  11. Use the Service in violation of the Fair Housing Act, Title VIII of the CIvil Rights Act of 1968)
  12. Use the Service in violation for the propagation of any campaign on our prohibited list.

Acceptable Use Policy Resources

  1. Federal Communications Commission
  2. Federal Trade Commission
  3. CAN-SPAM Act of 2003 FTC Compliance Guide
  4. Telephone Consumer Protection Act (TCPA) Rules
  5. Do-Not-Call Implementation Act
  6. National Do Not Call Registry
  7. Fair Housing Act

Kuala takes violations of our Acceptable Use Policy and claims of harassment seriously. To report a violation or receive help please contact us immediately by clicking here.

8. Termination

Kuala reserves the right to terminate any account, for any reason, at any time, without notice, without compensation or refund at the sole discretion of Kuala without appeal or recourse of any kind. By accepting this agreement you explicitly agree that Kuala may terminate your account at any time, without notice, without compensation or refund at the sole discretion of Kuala without appeal or recourse of any kind. You agree to honor any previous payments and remit any pending payables to Kuala in the event your account is terminated. You agree explicitly to not dispute or ‘chargeback’ any transaction with your credit or debit card issuer and you authorize your credit or debit card issuer to automatically assign liability for any transactions, disputes or ‘chargebacks’ to you resulting in the reimbursement of such funds to Kuala and waive any legal rights to attempt to reclaim any funds remitted to Kuala.

In the event of a termination no access to data will be provided to any user and you agree that all calls to phone numbers belonging to a terminated account become property of Kuala to do with as we see fit. You agree to make no claim to any financial liability resulting from calls into a terminated account. You understand and agree that Kuala will not honor any number porting requests for accounts terminated for any reason.

9. Confidentiality

Definition of Confidential Information. “Confidential Information” means any nonpublic information that relates to the actual or anticipated business and/or products, research or development of Kuala its affiliates or subsidiaries, or to the Kuala’s, its affiliates’ or subsidiaries’ technical data, trade secrets, or know-how, including, but not limited to, research, product plans, or other information regarding the Kuala’s, its affiliates’ or subsidiaries’ products or services and markets therefor, customer lists and customers (including, but not limited to, customers of the Kuala on whom you called or with whom you became acquainted during the term of this Agreement), software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, and other business information disclosed by Kuala, its affiliates or subsidiaries, either directly or indirectly, in writing, orally or by drawings or inspection of premises, parts, equipment, or other property of Kuala, its affiliates or subsidiaries.

Notwithstanding the foregoing, Confidential Information shall not include any such information which you can establish (i) was publicly known or made generally available prior to the time of disclosure to you; (ii) becomes publicly known or made generally available after disclosure to you through no wrongful action or inaction of you; or (iii) is in the rightful possession of you, without confidentiality obligations, at the time of disclosure as shown by your then-contemporaneous written records.

10. Nonuse and Nondisclosure

During and after the term of this Agreement, you will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and you will not (i) use the Confidential Information for any purpose whatsoever other than as necessary for the use of the Services on behalf of Kuala, or (ii) disclose the Confidential Information to any third party without the prior written consent of an authorized representative of Kuala. You may disclose Confidential Information to the extent compelled by applicable law; provided however, prior to such disclosure, you shall provide prior written notice to Kuala and seek a protective order or such similar confidential protection as may be available under applicable law. You agrees that no ownership of Confidential Information is conveyed to you. Without limiting the foregoing, you shall not use or disclose any Kuala property, intellectual property rights, trade secrets or other proprietary know-how of Kuala to invent, author, make, develop, design, or otherwise enable others to invent, author, make, develop, or design identical or substantially similar designs as those developed under this Agreement for any third party. You agrees that your obligations under this shall continue after the termination of this Agreement.

11. Noncompetitive use

Customer understands and agrees that during the term of this Agreement, and for (2) years after the last date of Customer using or accessing Kuala or any service made by Kuala, Customer will not create, develop, sell, offer or distribute a competing service. A “Competing Service” is defined as a software, software as a service, or service that includes a system with analytics for tracking affiliate and/or advertiser and/or affiliate network activity. This includes software designed to analyze, model or control the flow of clicks using machine learning or artificial intelligence.

Customer understands and agrees that by using the Kuala Service, registering for the website, purchasing any Product or Service Kuala has to offer you certify and agree you are not employed, contracted, hired, financially compensated, engaged with or in any mutual understanding or contractual relationship with a person or entity in direct competition with Kuala whether under their direction or acting independently. Doing so violates this Agreement and assigns unconditional ownership rights to any financial benefit, clients, relationships, software, idea, patent, trademark or intellectual property derived from a feature, similar feature, product, service, development, software, invention or idea created with information or skills learned using our Products or Services. By registering and using Kuala you agree you are authorized to enter into this agreement and assign the preceding rights to Kuala.

Customer understands and agrees that violation of this clause will be grounds for immediate termination of the Agreement without liability on the part of Kuala. Kuala reserves the right to pursue relief to stop threatened violation of the Kuala Noncompetitive use clause.

12. No Solicitation

Customer understands and agrees not to solicit the employees of Kuala during the term of this Agreement and extensions thereof, and for a period of (2) years after the termination of this Agreement.

13. Data Ownership

“Customer Data” consists of information includes any data inputted into the Kuala platform by a Customer, Customer’s Users or any other Partner accessing the system. Kuala agrees that all data stored on its servers in relation with a specific Customer is owned by the Customer. Customer is responsible for making and keeping current copies of all Customer Data, making sure their account is properly configured to allow the designed permissions to keep data access in line with their corporate policies and Customer is responsible for keeping their account information secure to protect their Customer Data.

Kuala shall not disclose the Customer Data to any third party organization unless (a) directed by Customer, (b) such disclosure is made by Kuala in response to a court order, subpoena, other legal process or law enforcement request that Kuala deems applicable provided that Kuala has disclosed and provided Customer reasonable notice of such disclosure wherever legally possible.

Kuala may aggregate non-personally identifiable Customer Data for analysis, security and other processes that improve the product for all Customers as long as these processes do not require any disclosure of Customer Data. Kuala may aggregate personally identifiable Customer Data for security and fraud analysis to improve the security of the Kuala platform. Customer may be offered opportunities to opt-out of certain data aggregation services, however, may also be automatically opted out of service benefits when choosing to opt out of certain data aggregation services.

“Kuala Data” includes any information, tracking data, meta data, or other data than Customer Data generated by the Kuala platform, regardless of whether or not the data was generated as a result of Customer’s use of the Kuala Platform. All data and information that is not Customer Data, including Kuala Data, is owned by Kuala, with all rights reserved, title and interest therein.

14. Disclaimers

THIS SERVICE AND WEBSITE IS PROVIDED BY KUALA ON AN “AS IS” AND “AS AVAILABLE” BASIS. MISSION PROPERTY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THIS SERVICE OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON THIS KUALA SOFTWARE. YOU EXPRESSLY AGREE THAT YOUR USE OF THIS SERVICE IS AT YOUR SOLE RISK. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, MISSION PROPERTY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SERVICE DOES NOT WARRANT THAT THIS SERVICE, ITS SERVERS, OR E-MAIL SENT FROM SERVICE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. KUALA WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS SERVICE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES.IN NO EVENT SHALL KUALA OR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE (WHETHER IN AN ACTION ARISING FROM CONTRACT OR TORT) FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF Kuala HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM ANY OTHER MATTER RELATING TO THIS SERVICE AND/OR GOODS AND SERVICES OFFERED THEREBY; ANY DISCLOSURE OF INFORMATION PROVIDED TO KUALA (EVEN IF SUCH DISCLOSURE IS CAUSED BY THE NEGLIGENCE OF KUALA), EXCEPT TO THE EXTENT THAT SUCH IMPROPER DISCLOSURE IS DIRECTLY CAUSED BY THE INTENTIONAL MISCONDUCT OR GROSS NEGLIGENCE OF KUALA; STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; THE OCCURRENCE OF A FORCE MAJEURE EVENT INCLUDING, ACTS OF NATURE, FORCES, OR CAUSES BEYOND OUR REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, INTERNET FAILURES, EQUIPMENT FAILURES, ELECTRICAL POWER FAILURES, GOVERNMENTAL ACTIONS, ORDERS OF DOMESTIC OR FOREIGN COURTS OR TRIBUNALS; RIOTS, ACTS OF WAR, TERRORISM, INSURRECTION, REBELLION OR EMBARGO; or CREDIBLE THREATS OF ANY OF THE ABOVE; and/or ANY OTHER MATTER RELATING TO THE SERVICE HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE).

IN NO EVENT SHALL KUALA’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO, NEGLIGENCE) OTHERWISE EXCEED THE LESSER OF THE AMOUNT PAID FOR ANY SERVICE IN QUESTION OR FIFTY U.S. DOLLARS ($50). THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, OUR LIABILITY IN SUCH JURISDICTION SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

15. Indemnification

You agree to indemnify, defend and hold harmless Kuala and its affiliates and their officers, directors, employees, contractors, agents, licensors, service providers, subcontractors, consultants, advisors and suppliers from and against any and all losses, liabilities, expenses, damages and costs, including reasonable attorneys’ fees and court costs, arising or resulting from your use of Services and any violation of these Terms of Use and/or Privacy Policy. If you cause a technical disruption of the Services or the systems transmitting the Services to you or others, you agree to be responsible for any and all losses, liabilities, expenses, damages and costs, including reasonable attorneys’ fees and court costs, arising or resulting from that disruption. Kuala reserves the right, at its own expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with Kuala in the defense of such matter.

16. Choice Of Law/Arbitration

This Agreement shall be governed by the laws of the State of Colorado without reference to its conflict of laws principles (but excluding the United Nations Convention on Contracts for the International Sale of Goods). Any dispute, controversy or other claim arising out of this Agreement shall be resolved by arbitration conducted in English in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes of the American Arbitration Association (“AAA”), as modified by this section. For any claim where the total amount of the award sought is $10,000 or less: (a) the arbitration shall be conducted solely based on telephone or online appearances and/or written submissions; and (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties. If the claim exceeds $10,000, the right to a hearing will be determined by the AAA rules, and the hearing (if any) must take place in Denver, Colorado. You hereby consent to such exclusive venue and jurisdiction of the AAA and state and federal courts serving Denver County, Colorado. Unless otherwise agreed by the parties, the arbitration panel shall consist of one arbitrator chosen in accordance with the rules of the AAA. Any such arbitrator shall be knowledgeable in the subject area in which the dispute arises. All discovery shall be completed within forty-five (45) days following the appointment of the arbitrator. Each party shall be entitled to representation by counsel, to appear and present written and oral evidence and argument and to cross-examine witnesses presented by the other party, provided that, where appropriate, the arbitrator may receive testimony via telephone, video or other electronic means of communication. The arbitration award shall be in writing and the arbitrator shall provide written reasons for the award. The award of the arbitrator shall be final and binding on the parties hereto and may be enforced in any court of competent jurisdiction. The prevailing party in any action or proceeding to enforce its rights hereunder shall be entitled to recover reasonable attorneys’ fees and other reasonable costs, including fees of the arbitrator and the AAA, incurred in the action or proceedings. For purposes hereof, prevailing party is defined as the party whose last settlement proposal prior to hearing in this matter is closest to the final decision. In no event shall the arbiter award punitive or exemplary damages. The parties waive any right they may have to an appeal of the arbitrator’s decision and/or award. Each party retains the right to seek judicial assistance: (i) to compel arbitration, (ii) to obtain interim measures of protection prior to or pending arbitration, (iii) to seek injunctive relief in the courts of any jurisdiction as may be necessary and appropriate to protect the unauthorized disclosure of its proprietary or confidential information; (iv) to pursue claims within the jurisdictional limit of Denver County Small Claims court; (v) for any claims of infringement or misappropriation of Kuala’s patent, copyright, trademark, or trade secrets; and (v) to enforce any decision of the arbitrator, including the final award.

17. Prior Notice of Claim

For all disputes you may have, whether pursued in court or arbitration, you must first give Kuala an opportunity to resolve the dispute by providing written notification to stacy@mountainwestlawgroup.com and via postal mail to

Mountain West Law Group, PC
10200 E Girard Ave, Suite C250
Denver, CO 80231

stating (i) your name, (ii) your address, (iii) a written description of your Claim, and (iv) a description of the specific relief you seek. If Kuala does not resolve the Dispute within 30 days after it receives your written notification, you may pursue your dispute as set forth above.

18. Binding Agreement

This Agreement constitutes the entire agreement between Kuala and you concerning your use of the Service and supersedes all prior agreements (if any). A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof.In the event that any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this agreement. In such an event, this agreement shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein, unless the deletion of such provision or provisions would result in such a material change so as to cause completion of the transactions contemplated herein to be unreasonable.

NOTICE OF ARBITRATION AGREEMENT:

This agreement provides that all disputes between you and Kuala will be resolved by BINDING ARBITRATION. You thus GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (EXCEPT for matters that may be taken to SMALL CLAIMS COURT).Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury.

You are entitled to a FAIR HEARING, BUT the arbitration procedures are SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. Arbitrator decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT.

FOR MORE DETAILS visit: http://www.adr.org/consumer_arbitration.

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