Terms of Use

Acceptance of Terms

By accessing or using the Kipo platform, you unconditionally accept these Terms of Use as well as Kipo's Privacy Policy. If you do not agree with any of these provisions, you must stop using the platform.

If you use Kipo on behalf of a business, you represent that you have the authority required to bind that business to these Terms.

Description of Service

Kipo is a B2B online reputation management software-as-a-service (SaaS) platform. It notably allows subscribing businesses to do the following.

• Collect satisfaction surveys (Net Promoter Score) from their customers by email or text message (SMS).
• Direct satisfied customers to public review platforms, for example Google My Business.
• Be alerted about dissatisfied customers in order to follow up.
• Generate satisfaction analysis reports.

Kipo reserves the right to modify, suspend, or discontinue all or part of the service at any time, with reasonable notice where possible.

User Accounts and Responsibilities

Using Kipo requires creating an account. You agree to the following.

• Provide accurate, complete, and up-to-date information.
• Keep your login credentials confidential.
• Notify Kipo without delay of any unauthorized use of your account.
• Not share your account with a third party or transfer it without Kipo's consent.

You are responsible for all activity carried out from your account.

Acceptable Use

By using Kipo, you agree to comply with all applicable laws, including Canada's Anti-Spam Legislation (CASL) when sending surveys by email or SMS.

You also agree to the following.

• Obtain customer consent before sending them a survey where required by law.
• Honor your customers' unsubscribe requests.
• Not use Kipo to send unsolicited, misleading, or fraudulent communications.
• Not circumvent the platform's security mechanisms.
• Not attempt to reverse-engineer, decompile, or copy Kipo's source code.
• Not deliberately overload the infrastructure, for example through denial-of-service attacks or large-scale scraping.
• Not use Kipo for illegal purposes or purposes contrary to public order.

Kipo reserves the right to suspend or terminate any account that violates these rules, without notice in the event of a serious breach.

Client Data and Ownership

The data you upload or generate in Kipo, namely your client list, survey responses, comments, and reports, remains your property. You retain control over it and may request its export or deletion in accordance with the Privacy Policy.

You grant Kipo a non-exclusive, worldwide, royalty-free license to host, process, and display this data to the strict extent necessary to provide the service.

You warrant that you have the necessary rights, including consents and legal bases, to collect and transmit your customers' personal information to Kipo.

Kipo's Intellectual Property

All elements making up the Kipo platform, namely the source code, interfaces, trademarks, logos, text, graphics, and algorithms, are the exclusive property of Kipo or its licensors and are protected by copyright, trademark law, and other applicable intellectual property laws.

Nothing in these Terms grants you any right to these elements, except a personal, non-transferable, and revocable right to use the platform in accordance with these Terms.

Third-Party Services

Kipo relies on third-party services to provide certain features, notably the following.

• Twilio, for sending text messages (SMS) and calls.
• Google My Business, for redirecting to business listings and collecting reviews.

Use of these features may be subject to the terms specific to these third parties. Kipo is not responsible for interruptions, errors, or changes imposed by these third-party services.

Privacy and Personal Information

The processing of personal information in Kipo is governed by Kipo's Privacy Policy, which forms an integral part of these Terms.

Kipo complies with applicable Canadian laws on the protection of personal information, including the Personal Information Protection and Electronic Documents Act (PIPEDA) and Québec's Act respecting the protection of personal information in the private sector (Law 25).

Billing, Subscription and Termination

The precise subscription terms, whether monthly or annual, the renewal policy, refunds, termination notice, and the fate of data at the end of the subscription still need to be defined with legal counsel and the sales team.

Subject to the specific provisions of the subscription agreement, either party may terminate the contractual relationship. Upon termination, Kipo retains the data for a reasonable period allowing for its retrieval, then proceeds to delete it in accordance with the Privacy Policy.

Limitation of Liability

Kipo provides the platform as is and as available. To the fullest extent permitted by applicable law, the following applies.

• Kipo does not guarantee that the service will be free of interruption, error, or security breach.
• Kipo is not liable for indirect, incidental, or consequential damages, including loss of revenue, loss of data, loss of business opportunity, or harm to reputation.
• Kipo's total liability, regardless of the basis of the claim, is limited to the amount you paid to Kipo during the twelve (12) months preceding the event giving rise to the claim.

This clause does not exclude liability for gross negligence, willful misconduct, or any liability that cannot be limited under applicable law.

Indemnification

You agree to indemnify Kipo and hold it harmless from any claim, action, damage, cost, or expense, including reasonable legal fees, arising from the following.

• A breach by you of these Terms.
• Fraudulent or unlawful use of the platform from your account.
• An infringement of a third party's rights, including personal information or intellectual property rights, arising from the data you upload to Kipo.

Changes to the Terms

Kipo reserves the right to modify these Terms at any time. The date of the last update appears on this page. In the event of a material change, Kipo will take reasonable steps to notify you, by email or through an in-app notification. Continued use of the platform after the changes take effect constitutes acceptance.

Governing Law and Jurisdiction

These Terms are governed by the laws of the Province of Québec and the federal laws of Canada applicable therein, excluding conflict of law rules.

Any dispute relating to the interpretation or performance of these Terms is subject to the exclusive jurisdiction of the courts of the judicial district of Montréal, Québec.

Contact

For any question regarding these Terms, you may contact us at support@kipo.ca.