Introduction

These Terms of Use are intended to explain Klavena’s obligations as the provider of the Service and Your obligations as a customer or user of the Service and form the basis of a legal contract between You and Klavena. Please read them carefully.

These Terms are binding on any use of the Service by You and any Invited User. It is Your obligation to ensure that You have read and understood these Terms prior to using the Services. If You do not agree to these Terms then You are not permitted to use the Services.

By registering to use the Service You acknowledge that You have read and understood these Terms and have the authority to act on behalf of any person or entity for whom You are using the Service. You are deemed to have agreed to these Terms on behalf of any entity for whom You use the Service.

If You are accessing and using the Services on behalf of a company or other legal entity, You represent and warrant that You have the authority to bind that company or other legal entity to these Terms. In that case, “You” and “Your” will refer to that company or other legal entity.

The Service will evolve over time based on user feedback and ongoing product development. Klavena reserves the right to change the Service at any time. Klavena will make reasonable efforts to notify you of material changes to the Services via email or notification via the Website and/or the Service. These Terms are not intended to answer every question or address every issue raised by the use of the Service.

Changes to the Terms of Use

You acknowledge and agree that Klavena has the right to modify and amend these Terms at any time, effective upon the posting of modified or amended terms to the Website. Klavena will make reasonable efforts to notify you of any material changes to the Terms via email, the Website or the Service. It is likely these Terms will change over time. It is Your obligation to ensure that You have read and understood the most recent Terms available on the Website. If You do not agree to the Terms or any modifications or amendments thereto, then you undertake to not use or, if applicable, immediately cease use, of the Service.

1. Definitions

“Klavena”

means Klavena Software Limited, a company incorporated under the laws of Canada, and any of its affiliates.

“Klavena Data”

means all “observed data” collected by Klavena and Klavena’s systems through Your use of the Services and all “inferred” or “derived data” generated through Klavena’s analysis of such observed data or of the Data.

“Klavena IP”

means all Intellectual Property Rights in the Services, the Website, the Klavena Data and any documentation relating to the Services, including in all content, information, data, text, graphics, artwork, photographs and/or logos displayed on or contained on the Website as well as the look and feel of the Service and the Website.

“Klavena Partner”

means any person that has agreed to the Klavena Partners Agreement and been accepted to the Klavena Partners Program, at Klavena’s sole discretion.

“Klavena Partners Agreement”

means Klavena’s partners agreement available at https://www.klavena.com/partners-agreement, as may be updated from time to time.

“Klavena Privacy Policy”

means Klavena’s privacy policy, available at https://www.klavena.com/privacy as it may be updated from time to time.

“Access Fee”

means the regular fee (excluding any taxes and duties) payable by You with respect to an Organization’s subscription to the Service in accordance with the fee schedule all as set out on the Website (which Klavena may change from time to time upon notice to You).

“Admin”

means initially a Subscriber but subsequently any user who is granted administrative rights over an Organization, including determining which users have which access rights with respect to an Organization’s Klavena account.

“Agreement”

means the contractual agreement formed between You and Klavena in accordance with the provisions of: (i) these Terms, (ii) the Klavena Privacy Policy and (iii) if you are an Klavena Partner, the Klavena Partners Agreement.

“Confidential Information”

means all confidential information disclosed to You by Klavena whether in writing, electronically or orally that is confidential in nature, marked as confidential or disclosed in circumstances such that it could reasonably be considered confidential.

“Data”

means any data inputted by You or with Your authority into the Website but excluding (for the avoidance of doubt) the Klavena Data.

“Intellectual Property Right”

means any patent, trademark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, or other similar rights, anywhere in the world whether or not registered either now or hereafter in existence.

“Invited User”

means any person or entity, other than the Subscriber, that uses the Service with respect to a particular Organization, with the authorization of the Subscriber or another Admin from the Organization, from time to time. Invited Users may include individuals, teams, or groups of people defined by a specific company or service provider.

“Organization”

means a business whose Klavena account is managed by a defined set of Admins and whom a defined set of Invited Users are permitted to access. Klavena billing and subscriptions are determined with respect to each Organization.

“Service” or “Services”

means the accounting integration services, including automated posting of aggregated ecommerce transactions to accounting systems (as may be changed or updated from time to time by Klavena) provided via the Website and all ancillary services provided by Klavena in connection therewith.

“Subscriber”

means the person who initially registers to use the Service on behalf of an Organization, and, where relevant, includes any entity on whose behalf that person registers to use the Service.

“Terms”

means these Terms of Use, available at https://www.klavena.com/terms, as amended from time to time.

“Website”

means the internet site at the domain klavena.com including all subdomains and any other site operated by Klavena.

“You”

means each user of the Services, as indicated by the context including the Subscriber, an Invited User, and an Admin. “Your” has a corresponding meaning.

2. Use of Software

Subject to and conditioned on Your compliance with the Agreement, Klavena grants You the right to access and use the Service via the Website with the particular user roles available to You according to Your subscription type and as determined by the applicable Admins and solely during the term of your subscription, all as set out on the Website. This right is non-exclusive, non-transferable, and limited by and subject to all of the terms of the Agreement. You acknowledge and agree that:

• If You are a Subscriber, you will set up an account on behalf of an Organization and will initially be responsible for determining who is an Admin of the Organization.
• Admins can determine who is an Invited User and can set the level of user role access to the relevant Organization within the Services;
• Notwithstanding anything to the contrary herein, and without derogating from each Invited User’s obligations and liabilities under this Agreement, the Subscriber and each Admin is and remains liable to Klavena for all Invited Users’ use of the Service.

3. Your Obligations

a) Payment Obligations and Processing:

If You are the Subscriber, an Admin, or designated as responsible for billing on the Organization’s account, You agree to pay the Access Fee, as set out on the Website. You agree to provide accurate and complete information for a valid payment method that You are authorized to use. You will be billed for your Access Fee through the payment method you provide. Klavena may use a third-party payment processing software that it selects at its discretion to charge You the Access Fee. You must promptly notify Klavena of any change to Your invoicing information and must update promptly to reflect any desired changes to Your payment method. BY REGISTERING AN ORGANIZATION OR SUPPLYING A PAYMENT METHOD, YOU AUTHORIZE Klavena OR ITS AGENT TO CHARGE YOUR PAYMENT METHOD ON A RECURRING MONTHLY BASIS FOR THE ACCESS FEE AND ALL APPLICABLE TAXES AS WELL AS ANY OTHER CHARGES INCURRED IN CONNECTION WITH YOUR OR YOUR ORGANIZATION’S USE OF THE SERVICES. Without prejudice to any other rights that Klavena may have under this Agreement or at law, Klavena reserves the right to suspend or terminate Your use of the Service, as well as your Organizations’ accounts in the event that any Access Fees are not paid in full by the due date for payment.

b) Payment Timing & No Refunds:

If You are a Subscriber, an Admin, or designated as responsible for billing on the Organization’s account, You undertake to pay Klavena all Access Fees due for your Organization. Access Fees will be billed for each Organization in advance on a monthly basis beginning on the date an Organization is added to the Subscriber’s account. Additional Access Fees will also be charged immediately, to the extent applicable, at any time that You change or update Your Klavena subscription plan. Klavena will continue to charge You Access Fees on a monthly basis until Your subscription is cancelled pursuant to Section 9. Access Fees are non-refundable including with respect to any prepaid subscriptions.

c) Invoices:

Klavena will provide each Organization with a monthly invoice in a format Klavena selects, which may change from time to time. Klavena reserves the right to correct any errors or mistakes it identifies in an invoice even if it has already issued an invoice or received payment. All Klavena invoices will be sent to You, or to a billing contact whose details are provided by You to Klavena..

d) Tax Responsibility:

All Access Fees are stated exclusive of applicable taxes. You are responsible for and shall bear the cost of all taxes associated with Your purchase of, payment for, access to or use of the Services. If Klavena is required to remit taxes associated with Your purchase of, payment for, access to or use of the Services, Klavena will add the amount of those taxes, itemized where required by law, to the Access Fees due. Taxes shall not be deducted from the payments to Klavena, except as required by law, in which case You shall increase the amount payable as necessary so that after making all required deductions and withholdings, Klavena receives and retains (free from any tax liability) an amount equal to the amount it would have received had no such deductions or withholdings been made. You hereby confirm that Klavena can rely on the name and address set forth in the registration of each applicable Organization as being the place of business for Tax purposes.

e) Preferential pricing or discounts:

At Klavena’s sole discretion, You may from time to time be offered preferential pricing or discounts for the Access Fees as a result of the number of Organizations that You have added to the Service or that have been added with Your authority or as a result of Your use of the Service. Eligibility for such preferential pricing or discounts is conditional upon Your acceptance of responsibility for payment of any Access Fees in relation to all of Your Organizations. Without prejudice to any other rights that Klavena may have under these Terms or at law, Klavena reserves the right to render invoices for the full (non-discounted) Access Fees due or suspend or terminate Your use of the Service in respect of any or all of Your Organizations in the event that any invoices for those Access Fees are not paid in full by the due date for payment.

f) General obligations:

You must only use the Service and Website for Your own lawful internal business purposes and in accordance with this Agreement and any notice sent by Klavena or condition posted on the Website. You may use the Service and Website on behalf of others (a “Client”) or in order to provide services to a Client but if You do so you must ensure that You are authorized to do so by the Client and that such use of the Services is consented to by the Client and that the Client has agreed to the terms of this Agreement. You hereby agree to indemnify, defend and hold harmless Klavena from and against all Claims by a Client arising in any way from your use of the Services on behalf of such Client and for any failure by a Client to abide by the terms of this Agreement.

g) Access conditions:

You are responsible for all use of the Services associated with your Account. You are required to ensure that your username and password required to access the Service are kept secure and confidential. You undertake not to allow any other person to make use of Your username or password to access the Services. You must immediately notify Klavena of any unauthorized use of Your username or password or any other breach of security and Klavena will reset Your password. You undertake to take all other actions that Klavena reasonably deems necessary to maintain or enhance the security of Klavena’s computing systems and networks and Your access to the Services. It is Your responsibility to keep Your password to the Service safe. You hereby undertake to notify Klavena as soon as possible if You become aware of any misuse of Your password, and immediately change Your password within the Service or via the Google account forgotten password process. As a condition of these Terms, when accessing and using the Services, You must:

1. not attempt to undermine the security or integrity of Klavena’s computing systems or networks or, where the Services are hosted by a third party, that third party’s computing systems and networks;
2. not use, or misuse, the Services in any way which may impair the functionality of the Services or Website, or other systems used to deliver the Services or impair the ability of any other user to use the Services or Website;
3. not attempt to gain unauthorized access to any materials other than those to which You have been given express permission to access or to the computer system on which the Services are hosted;
4. not transmit, or input into the Website, any files that may damage any other person’s computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use, or Data belonging to a third party who has not provided legally binding consent to your use of such Data);
5. not modify, copy, adapt, reproduce, disassemble, decompile, reverse engineer or otherwise extract the source code of the whole or any part of any computer programs used to deliver the Services (whether or not such programs constitute part of the Klavena IP) or operate the Website;
6. not make any derivative works of any of the Klavena IP, nor use any of the Klavena IP to provide services similar to the Services to a third party, nor replicate, in whole or in part, the look and feel of the Services or the Website, in each case in any way not expressly authorized by Klavena; and
7. otherwise not do anything to harm the reputation of Klavena nor otherwise bring Klavena’s brand into disrepute, nor do anything which You could reasonably foresee to cause, or be negligent or reckless as to whether such action will cause, Klavena to lose the services of any of its suppliers or business of any of its users.

h) Usage Limitations:

You hereby agree and acknowledge that Your use of the Service may be subject to limitations, including but not limited to monthly transaction volumes and the number of calls You are permitted to make against Klavena’s application programming interface. Any such limitations will be advised on the Website and enforced.

i) Communication Conditions:

As a condition of these Terms, if You use any communication tools available through the Website (such as any forum, chat room or message centre), You agree only to use such communication tools for lawful and legitimate purposes. You must not use any such communication tool for posting or disseminating any material unrelated to the use of the Services, including (but not limited to): offers of goods or services for sale, unsolicited commercial e-mail, files that may damage any other person’s computing devices or software, content that may be offensive to any other users of the Services or the Website, or material in violation of any law (including material that is protected by copyright or trade secrets which You do not have the right to use). When You make any communication on the Website, You represent that You are permitted to make such communication and that such communication is accurate and truthful to the best of your knowledge. Klavena is under no obligation to ensure that the communications on the Website are legitimate or accurate or that they are related only to the use of the Services. As with any other web-based forum, You must exercise caution when using the communication tools available on the Website. However, Klavena does reserve the right to remove any communication at any time in its sole discretion.

j) Indemnity:

You hereby agree to indemnify, defend and hold harmless Klavena against any and all claims, costs, damages and losses arising from Your breach of any of these Terms or any obligation You may have to Klavena under this Agreement, including (but not limited to) any costs relating to the recovery of any Access Fees that are due but have not been paid by You.

4. Confidentiality and Privacy

a) Confidentiality:

You will preserve the confidentiality of all Confidential Information obtained in connection with your receipt of the Services or otherwise received from Klavena. You will not, without the prior written consent of Klavena, disclose or make any Confidential Information available to any person, or use the same for Your own benefit, other than as expressly permitted by these Terms.

You may disclose Confidential Information: (i) to Your officers, employees, contractors or professional advisors who need to know that Confidential Information for the purposes of these Terms, provided that such persons are subject to legally binding confidentiality obligations, or (ii) to the extent required by law, by any governmental or other regulatory authority, by any stock exchange, or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, You give Klavena as much prior notice of the requirement as possible.

b) Privacy:

The Klavena Privacy Policy sets out the parties’ obligations in respect of personal information disclosed by You to Klavena as part of Your use of the Services. You are required to accept the terms of the Klavena Privacy Policy in order to use the Services. If you do not agree to the terms of the Klavena Privacy Policy, you are not permitted to access or make use of the Services.

5. Intellectual Property

6. Representations, Warranties and Acknowledgements

a) Authority to Bind:

You represent and warrant that where You have registered to use the Service on behalf of another person, including a legal entity, You have the authority to agree to these Terms on behalf of that person and agree that by registering to use the Service You bind the person on whose behalf You act to the performance of any and all obligations that such person becomes subject to by virtue of this Agreement, without limiting Your own personal obligations under this Agreement.

b) Authority with Respect to Data:

You represent and warrant that You are authorized to access and provide the information and Data that You input into the Services and/or the Website, including any information or Data input into by any Invited User you have invited to use the Service with respect to an Organization. You further represent and warrant that You are authorized to access the processed information and Data that is made available to You through Your use of the Website and the Services (whether that information and Data is Your own or that of anyone else) and to provide that information and Data via the Services.

c) Using Services for the Benefit of a Third Party:

If You use the Services or access the Website on behalf of or for the benefit of anyone other than yourself (whether a body corporate or otherwise) you hereby agree that:

• You are responsible for ensuring that You have the right to do so;
• You represent and warrant that You have the authority to bind that company or other legal entity to this Agreement;
• You, together with any other Admin of an Organization, are responsible for authorizing any person who is given access to information or Data, and You agree that Klavena has no obligation to provide any person access to such information or Data without Your authorization and may refer any requests for information to You to address; and
• You will indemnify, defend and hold harmless Klavena against any claims or losses relating to: (i) Klavena’s refusal to provide any person access to Your information or Data in accordance with these Terms; and (ii) Klavena making available information or Data to any person with Your authorization or the authorization of any other Admin of an Organization.

d) Consumer Guarantee:

You warrant and represent that You are acquiring the right to access and use the Services for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction including, but not limited to, any consumer protection legislation, does not apply to the supply of the Services, the Website or this Agreement to You or Your Organization.

e) Acknowledgements:

You hereby acknowledge and agree that:

• Klavena IS NOT AN ACCOUNTANT, DOES NOT PROVIDE YOU WITH ANY ACCOUNTING SERVICES AND THAT USE OF THE SERVICES DOES NOT CONSTITUTE THE RECEIPT OF ACCOUNTING ADVICE. IF YOU HAVE ANY ACCOUNTING QUESTIONS, PLEASE CONTACT AN ACCOUNTANT.
• nothing in this Agreement creates any obligation or responsibility on the part of Klavena to any person other than You and nothing in this Agreement confers, or purports to confer, a benefit on any person other than You.
• It is Your sole responsibility to determine whether the Services meet the needs of Your business or any applicable Organization and are suitable for the purposes for which they are used.
• You remain solely responsible for complying with all applicable accounting, tax and other laws. It is Your responsibility to check that storage of and access to your Data via the Software and the Website will comply with laws applicable to you and/or your Organization (including any laws requiring you to retain records).

7. Disclaimers & No Warranties & Waivers of Claims

a) "AS IS"

ALL SERVICES ARE PROVIDED BY Klavena SOLELY ON AN “AS IS " BASIS AND AT YOUR OWN RISK.

b) Disclaimers of warranties

Klavena HEREBY DISCLAIMS ALL CONDITIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE UNDER THIS AGREEMENT AND WITH RESPECT TO THE SERVICES AND, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, Klavena SPECIFICALLY DISCLAIMS ALL IMPLIED CONDITIONS AND WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

c) No Condition or Warranty

WITHOUT LIMITING THE FOREGOING, Klavena MAKES NO CONDITION OR WARRANTY OF ANY KIND THAT THE SERVICES OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL (a) MEET YOUR’S OR ANY OTHER PERSON’S REQUIREMENTS; (b) OPERATE WITHOUT INTERRUPTION; (c) ACHIEVE ANY INTENDED RESULT; OR (d) BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. Among other things, the operation and availability of the systems used for accessing the Service, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Services. Without limiting the foregoing, Klavena is not in any way responsible for any such interference or prevention of Your access or use of the Services.

d) Disclaimer and Waiver of Claims with Respect to Accountant Directory.

You may use Klavena’s Website to access third party service providers via Klavena’s Accountant Directory (the “Directory”) which can be found at https://www.klavena.com/ecommerce-accountant-directory. While Klavena does take reasonable measures to determine which service providers to include on the Directory, Klavena makes no representations or warranties and hereby explicitly disclaims any warranties with respect to such third parties listed on the Directory.

IF YOU CHOOSE TO ENGAGE WITH A SERVICE PROVIDER FOUND VIA THE DIRECTORY YOU DO SO SOLELY AT YOUR OWN RISK AND YOU HEREBY WAIVE ANY AND ALL CLAIMS AGAINST Klavena WITH RESPECT TO YOUR USE OF THE DIRECTORY AND/OR ENGAGEMENT WITH ANY SERVICE PROVIDER FOUND ON THE DIRECTORY.

8. Limitation of Liability

a) Exclusion of Damages:

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL Klavena BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER (INCLUDING ANY USE OF OR RELIANCE ON THE SERVICE OR THE WEBSITE) UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) LOSS OF BUSINESS, REVENUE, OR PROFIT; (b) IMPAIRMENT, INABILITY TO USE, OR LOSS, INTERRUPTION, OR DELAY OF THE SERVICES; (c) LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF DATA; (d) BREACH OF DATA OR SYSTEM SECURITY; OR (e) CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, AGGRAVATED, PUNITIVE, OR EXEMPLARY DAMAGES, REGARDLESS OF WHETHER Klavena WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

b) Cap on Klavena’s Monetary Liability:

IN NO EVENT WILL Klavena’S AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER (INCLUDING ANY USE OF OR RELIANCE ON THE SERVICE OR THE WEBSITE) UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE ACCESS FEES ACTUALLY RECEIVED BY Klavena FROM YOU IN THE PREVIOUS TWELVE (12) MONTHS. THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

c) If You are not satisfied with the Service, Your sole and exclusive remedy is to terminate these Terms in accordance with the terms of Section 9.

9. Termination of Subscription and Access to Services

a) Trial Period:

When You first sign up for access to the Services You may be permitted to evaluate and use the Services under the defined trial usage conditions, with no obligation to continue to use the Services. If You choose to continue using the Services thereafter and subscribe to a paid plan, You will be billed from the day You first added Your billing details into the Services. For purposes of clarity, you hereby acknowledge and agree that the terms of this Agreement also apply to your use of the Services during the trial period.

b) Automatic Renewal and Termination of Services:

Your right to use the Service pursuant to Section 2 of these Terms and your obligation to pay the Access Fees pursuant to Section 3 of these Terms will continue for the trial period, as applicable, and for the period covered by the Access Fee paid or payable hereunder based on the subscription plan chosen by You and as may be renewed pursuant to this Section 9, unless terminated earlier pursuant to these Terms. At the end of each billing period, your subscription to the Services will automatically continue for another period of the same duration as the previous billing period and You will automatically be billed for the subsequent billing period in advance. You may terminate Your subscription by selecting to cancel Your subscription on the Website prior to the end of the then current billing period, with such termination effective at the end of the then current billing period. Klavena may terminate your right to use and access the Service pursuant to Section 2, Section 3, Section 9(c) or any other applicable provision of these Terms by providing notice at any time, such termination to become effective immediately or at such other time indicated by Klavena.

c) Termination or Suspension of Services by Klavena:

Klavena may, at its discretion, suspend, terminate, or otherwise deny Your’s, any Invited User’s and any one related to your Organization’s access to, or use of, all or any part of the Service or Website, including access to any Data in the event that: (a) Klavena receives a governmental order that expressly or by reasonable implication requires Klavena to do so; (b) Klavena believes, in its discretion, that: (i) You or any Invited User or user related to Your Organization has failed to comply with any term of this Agreement, or accessed or used the Service beyond the scope of the rights granted or for a purpose not authorized under this Agreement, (ii) You or any Invited User or user related to Your Organization is, has been, or is likely to be involved in any fraudulent, misleading, or unlawful activities relating to or in connection with the Service, or (iii) this Agreement expires or is terminated; or (c) You or Your business or the business affiliated with the applicable Organization becomes insolvent or goes into liquidation or has a receiver or manager or administrator appointed over any of its assets or makes any arrangement with creditors, or becomes subject to any similar insolvency event in any jurisdiction. This provision does not limit any of Klavena’s other rights or remedies, whether at law, in equity, or under this Agreement.

d) Payment Liability:

For the avoidance of doubt and without derogating from the above, if payment of any invoice for Access Fees due in relation to any of Your Billing Contacts (as such term is used in the Services), Billing Plans (as such term is used as in the Services) or any of Your Organizations is not made in full by the relevant due date, Klavena may suspend or terminate Your use of the Service, the authority for all or any of Your Organizations to use the Service, and/or Your rights of access to all or any Data and/or Your account.

e) Accrued Rights:

Termination of Your subscription to the Service by You or by Klavena is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement You will: (i) remain liable for any accrued charges and amounts which become due for payment before or after termination; and (ii) immediately cease to use the Services and the Website.

f) Survival of Terms:

With the exception of Your right to access and use the Services pursuant to Section 2, the provisions of the Terms and the Privacy Policy shall continue to apply following the termination of your subscription.

10. General

a) Entire agreement:

These Terms, together with the Klavena Privacy Policy, the Partners Agreement, if applicable, and the terms of any other notices or instructions given to You under these Terms, supersede all prior agreements, representations (whether oral or written), and understandings and constitute the entire Agreement between You and Klavena relating to the Services and the other matters dealt with in this Agreement.

b) Waiver:

If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.

c) Delays:

Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay Access Fees.

d) No Assignment:

You may not assign or transfer any rights or obligations under this Agreement to any other person without Klavena’s prior written consent. Klavena may assign its rights and obligations hereunder upon notice to You.

e) Governing law and jurisdiction:

This Agreement is governed by Canadian law and You submit to the exclusive jurisdiction of the courts of Toronto, Ontario, Canada for all disputes arising out of or in connection with this Agreement.

f) Severability:

If any part or provision of these Terms is invalid, unenforceable or in conflict with applicable law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.

g) Notices:

Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to Klavena must be sent to contact@klavena.com or to any other email address notified by email to You by Klavena. Notices to You will be sent to the email address which You provided when setting up Your access to the Service or as updated in your Klavena account.

h) Rights of Third Parties:

A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.

If you have any questions about these Terms, please contact us by email at contact@klavena.com.