Terms of Service

For legitimate business use only. Access of the Subscription Services by Klaay competitors is fraud.

By registering for use of the Cloud Service, you agree to be bound by these Terms of Service (the “Agreement.”) The Agreement consists of: (1) the Key Terms set forth below, (2) the Common Paper Cloud Service Agreement Standard Terms Version 2.1 (https://commonpaper.com/standards/cloud-service-agreement/2.1/) (the “Framework Terms,”); and (3) the Klaay Data Processing Agreement. In the event of a disagreement between any of the aforementioned documents, they shall control in the order they are set forth in the preceding sentence except where otherwise noted. All capitalized terms shall have the definition set forth in the Framework Terms unless otherwise defined in the below Key Terms or Data Processing Agreement.

Klaay grants access to and use of the Subscription Services only to Customers for legitimate business use as intended by the purpose of the Subscription Services and this Agreement. They may not be accessed or used for the purpose of competitor analysis or benchmarking. Customer hereby warrants and affirms its purpose in accessing or otherwise using the Subscription Services is for their intended purpose only and understands and agrees that any other use shall be considered fraud.

If you are accessing or using the Cloud Service on behalf of a company, you represent that you are authorized to accept the Agreement on behalf of the company identified during the registration process. By registering for an account, or accessing or using any Product, Customer indicates its acceptance of this Agreement and agrees to be bound by the terms and conditions of this Agreement.

In addition to any other disclaimers of warranty contained in this Agreement, Customer agrees and accepts that the Cloud Services do not constitute consulting or legal advice, and Klaay makes no representations, warranties, or guarantees regarding Customer’s possible success or performance on any audit or regulatory compliance through the use of the Subscription Services. All use of and reliance on the Subscription Services and/or any outputs or deliverables without independently consulting legal, security, and privacy advisors is at Customer’s own risk.

KEY TERMS

Chosen Courts

The state or federal courts located in Delaware

Cloud Service

A software platform that helps customers achieve compliance certifications such as SOC 2 and HIPAA.

Cloud Service Fees

Certain parts of the Product have different pricing plans, which are available at Provider’s pricing page (http://klaay.com/pricing). Customer will pay Provider the applicable Fees based on the Product tier and Customer’s usage. Provider may update Product pricing by giving at least 30 days’ notice to Customer (including by email and/or notification within the Product), and the change will apply in the next Subscription Period.

Covered Claims

Provider Covered Claims: Any action, proceeding, or claim that the Cloud Service, when used by Customer according to the terms of the Agreement, violates, misappropriates, or otherwise infringes upon anyone else’s intellectual property or other proprietary rights.

Customer Covered Claims: Any action, proceeding, or claim that (1) the Customer Content, when used according to the terms of the Agreement, violates, misappropriates, or otherwise infringes upon anyone else’s intellectual property or other proprietary rights; or (2) results from Customer’s breach or alleged breach of Section 2.1 (Restrictions on Customer).

Customer

The entity or person purchasing the Product as identified when registering for the Cloud Service. If the person accepting this Agreement is doing so on behalf of an entity, all use of the word "Customer" in the Agreement will mean that entity.

General Cap Amount

The fees paid or payable by Customer to Klaay in the 12-month period immediately before the claim arises.

Governing Law

The laws of the State of Delaware

Non-Renewal Notice Date

At least 30 days before the end of the current Subscription Period.

Order Date

The date Customer first accepts the Agreement by clicking “accept” or otherwise registering for use of the Cloud Service.

Order Form

The Order Form, as defined in the Framework Terms, shall include the form completed by Customer upon registration for the Subscription Service.

Payment Process

Customer authorizes Provider to bill and charge Customer's payment method on file at the start of each Subscription Period for immediate payment or deduction without further approval.

Provider

Klaay ApS

SLA

Provider will use commercially reasonable efforts to provide and maintain access to the Subscription Services with minimal interruptions and errors. The Provider’s goal is to maintain at least 95.0% Service Availability during each calendar month (the “Service Level Objective”). “Service Availability” means the percentage of total time in a calendar month that the core functions of the Subscription Services are available for access and use by Customer, excluding any Permitted Downtime. Permitted Downtime includes: (i) scheduled maintenance (with at least 24 hours’ notice where practicable); (ii) emergency maintenance to address security or system integrity issues; (iii) outages or degradations caused by acts or omissions of the Customer, its users, or third-party integrations; (iv) network or internet issues beyond Provider’s reasonable control; and (v) force majeure events. Provider’s monitoring tools and logs will be the sole basis for determining Service Availability. Reports may be provided to Customer upon written request. If Service Availability in any given month falls below the Service Level Objective, Customer’s sole and exclusive remedy is to terminate this Agreement by giving written notice within ten (10) days after the end of the month in which the shortfall occurred. Termination will take effect at the end of the current Subscription Period, and no refunds, credits, or other compensation will be provided.

Subscription Period

Customer may select the Subscription Period at the time of registration. Monthly and yearly Subscription Periods are available.

Technical Support

Support is available by sending an email to support@klaay.com or by utilizing the support features on the software platform itself.

Notice Address

For Provider: info@klaay.com
For Customer: The main email address on Customer's account

ATTACHMENTS AND SUPPLEMENTS

DPA: Klaay Data Processing Agreement