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Kalaro Terms of Use

Late Fees & Collection Costs. We may charge interest on overdue amounts. Late payments may be subject to a service charge equal to the lesser of 2% per month of the amount due or the maximum amount allowed by law. You agree to reimburse Kalaro for any costs or expenses incurred by Kalaro to collect amounts that remain unpaid after the due date. Amounts due to Kalaro may not be withheld of offset by you against amounts due for any reason.electronically in cleared funds without any set off or deduction.

1. Application of Terms

1.1 These Terms apply to your use of the Service (as that term is defined below). By [setting up an account / clicking [I agree] / accessing and using the Service]:

a. you agree to these Terms; and

b. where your access and use is on behalf of another person (e.g. a company), you confirm that you are authorized to, and do in fact, agree to these Terms on that person’s behalf and that, by agreeing to these Terms on that person’s behalf, that person is bound by these Terms.

1.2 If you do not agree to these Terms, you are not authorized to access and use the Service, and you must immediately stop doing so.

2. Changes

2.1 We may change these Terms at any time by notifying you of the change by email or by posting a notice on the Website. Unless stated otherwise, any change takes effect from the date set out in the notice. You are responsible for ensuring you are familiar with the latest Terms. By continuing to access and use the Service from the date on which the Terms are changed, you agree to be bound by the changed Terms.

2.2 These Terms were last updated on 08 January 2020.

3. Interpretation

In these Terms: Kalaro Software means the software owned by us (and our licensors) that is used to provide the Service.

Confidential Information means any information that is not public knowledge and that is obtained from the other party in the course of, or in connection with, the provision and use of the Service. Our Confidential Information includes Intellectual Property owned by us (or our licensors), including the Kalaro Software. Your Confidential Information includes the Data.

Data means all data, content, and information (including personal information) owned, held, used or created by you or on your behalf that is stored using, or inputted into, the Service.

Fees means the applicable fees set out on our pricing page on the Website at Kalaro.net or as agreed otherwise in writing between you and us, as may be updated from time to time in accordance with clause 7.6.

Force Majeure means an event that is beyond the reasonable control of a party, excluding:

▲ an event to the extent that it could have been avoided by a party taking reasonable steps or reasonable care; or

▲ a lack of funds for any reason.

including and similar words do not imply any limit.

Intellectual Property Rights includes copyright and all rights existing anywhere in the world conferred under statute, common law or equity relating to inventions (including patents), registered and unregistered trade marks and designs, circuit layouts, data and databases, confidential information, know-how, and all other rights resulting from intellectual activity. Intellectual Property has a consistent meaning, and includes any enhancement, modification or derivative work of the Intellectual Property.

Objectionable includes being objectionable, defamatory, obscene, harassing, threatening, harmful, or unlawful in any way.

Party includes that party’s permitted assigns. [Permitted Users means your personnel who are authorized to access and use the Service on your behalf in accordance with clause 5.3.]

Person includes an individual, a body corporate, an association of persons (whether corporate or not), a trust, a government department, or any other entity.

Personal Information means information about an identifiable, living person.

Personnel includes officers, employees, contractors and agents, but a reference to your personnel does not include us.

Service means the service having the core functionality described on the Website, as the Website is updated from time to time.

Start Date means the date that you [set up an account / first access or use the Service].

Terms means these terms titled Kalaro terms of use.

Underlying Systems means the Kalaro Software, IT solutions, systems and networks (including software and hardware) used to provide the Service, including any third party solutions, systems and networks.

We, us or our means Kalaro.

Website means the internet site at https://Kalaro.net, or such other site notified to you by us.

Year means a 12-month period starting on the Start Date or the anniversary of that date.

You or your means you or, if clause 1.1b applies, both you and the other person on whose behalf you are acting.

Words in the singular include the plural and vice versa.

4. Provision of the Service

4.1 We must use reasonable efforts to provide the Service:

a. in accordance with these Terms and Philippine law;

b. exercising reasonable care, skill and diligence; and

c. using suitably skilled, experienced and qualified personnel.

4.2 Our provision of the Service to you is non-exclusive. Nothing in these Terms prevents us from providing the Service to any other person.

4.3 [Subject to clause 4.4, w][W]e must use reasonable efforts to ensure the Service is available [during normal business hours in the Philippines/on a 24/7 basis]. However, it is possible that on occasion the Service may be unavailable to permit maintenance or other development activity to take place, or in the event of Force Majeure. We must use reasonable efforts to publish on the Website [and/or notify you by email] advance details of any unavailability.

4.3 [Subject to clause 4.4, w][W]e must use reasonable efforts to ensure the Service is available [during normal business hours in the Philippines/on a 24/7 basis]. However, it is possible that on occasion the Service may be unavailable to permit maintenance or other development activity to take place, or in the event of Force Majeure. We must use reasonable efforts to publish on the Website [and/or notify you by email] advance details of any unavailability.

4.4 [Through the use of web services and APIs, the Service interoperates with a range of third party service features. We do not make any warranty or representation on the availability of those features. Without limiting the previous sentence, if a third party feature provider ceases to provide that feature or ceases to make that feature available on reasonable terms, we may cease to make available that feature to you. To avoid doubt, if we exercise our right to cease the availability of a third party feature, you are not entitled to any refund, discount or other compensation.]

4.5 Beta Releases and Free Access Subscriptions. Kalaro may provide Customer with a Kalaro Service for free or on a trial basis (a “Free Access Subscriptions”) or with “alpha”, “beta”, or other early-stage Kalaro Services, integrations, or features (“Beta Releases”), which are optional for Customer to use. This Section will apply to any Free Access Subscriptions or Beta Releases (even if Beta Releases are provided for a fee or counts towards Customer’s Subscription Plan) and supersedes any contrary provision in these Terms. Kalaro may use good faith efforts in its discretion to assist Customer with Free Access Subscriptions or Beta Releases. Nevertheless, and without limiting the other disclaimers and limitations in these Terms, CUSTOMER AGREES THAT ANY FREE ACCESS SUBSCRIPTION OR BETA RELEASES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY, SUPPORT, MAINTENANCE, STORAGE, SLA, OR INDEMNITY OBLIGATIONS OF ANY KIND. WITH RESPECT TO BETA RELEASES, CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT BETA RELEASES MAY NOT BE COMPLETE OR FULLY FUNCTIONAL AND MAY CONTAIN BUGS, ERRORS, OMISSIONS, AND OTHER PROBLEMS FOR WHICH Kalaro WILL NOT BE RESPONSIBLE. ACCORDINGLY, ANY USE OF BETA RELEASES ARE AT CUSTOMER’S SOLE RISK. Kalaro makes no promises that future versions of Beta Releases will be released or will be available under the same commercial or other terms. Kalaro may terminate Customer’s right to use any Free Access Subscriptions or Beta Releases at any time for any reason or no reason in Kalaro’s sole discretion, without liability.

5. Your Obligations

5.1 You and your personnel must:

a. use the Service in accordance with these Terms solely for:

i. your own internal business purposes; Limited License. Subject to these Terms, Kalaro grants to Customer a limited, non-exclusive, non-transferable license to use and access the Kalaro Services for its business purposes as expressly permitted in these Terms. Your use and access to the Services are subject to any limitations set forth in an applicable order form, online plan or the Service Specific Terms (whether paid or free, collectively “Subscription Plan”). and

ii. lawful; and

b. not (and must not allow any third party to):

i. rent, lease, copy, transfer, resell, sublicense, lease, time-share, or otherwise provide access to the Kalaro Service to a third party (except Authorized Users or as permitted under the Service Specific Terms);

ii. incorporate the Kalaro Service (or any portion of such) with, or use it with or to provide, any site, product, or service, other than on sites/applications owned-and-operated by Customer and as specifically permitted herein;

iii. publicly disseminate information regarding the performance of the Kalaro Service (which is deemed Kalaro’s Confidential Information);

iv. modify or create a derivative work of the Kalaro Service or any portion of it;

v. reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats, or non-public APIs to any Kalaro Service, except to the extent expressly permitted by applicable law and then only with advance notice to Kalaro;

vi. break or circumvent any security measures, rate limits, or usage tracking (such as event tracking) of the Kalaro Service, or configure the Kalaro Service (or any component thereof) to avoid sending events or transactions or to otherwise avoid incurring fees;

vii. distribute any portion of the Kalaro Service excepted as permitted herein;

viii. access the Kalaro Service for the purpose of building a competitive product or service or copying its features or user interface;

ix. use the Kalaro Service for purposes of product evaluation, benchmarking, or other comparative analysis intended for publication without Kalaro’s prior written consent; or

x. remove or obscure any proprietary or other notices contained in the Kalaro Service, including in any reports or output obtained from the Kalaro Service.

xi. use or permit the Services to be used for any illegal or misleading purpose, or any manner inconsistent with these Terms.

5.2 When accessing the Service, you and your personnel must:

a. not impersonate another person or misrepresent authorization to acton behalf of others or us;

b. correctly identify the sender of all electronic transmissions;

c. not attempt to undermine the security or integrity of the Underlying Systems;

d. not use, or misuse, the Service in any way which may impair the functionality of the Underlying Systems or impair the ability of any other user to use the Service;

e. not attempt to view, access or copy any material or data other than:

i. that which you are authorized to access; and

ii. to the extent necessary for you to use the Service in accordance with these Terms; and

f. neither use the Service in a manner, nor transmit, input or store any Data, that breaches any third party right (including Intellectual Property Rights and privacy rights) or is Objectionable, incorrect or misleading.

5.3 [Without limiting clause 5.2, no individual other than a Permitted User may access or use the Service. You may authorize any member of your personnel to be a Permitted User, in which case you must provide us with the Permitted User’s name and other information that we reasonably require in relation to the Permitted User. You must procure each Permitted User’s compliance with clauses 5.1 and 5.2 and any other reasonable condition notified by us to you.]

5.4 A breach of any of these Terms by your personnel [(including, to avoid doubt, a Permitted User)] is deemed to be a breach of these Terms by you.

5.5 You are responsible for procuring all licenses, authorizations and consents required for you and your personnel to use the Service, including to use, store and input Data into, and process and distribute Data through, the Service.

5.6 Customer agrees to:

a. maintain a legally-adequate privacy policy on its Customer Properties, and provide all required disclosures;

b. obtain all necessary rights, releases, and consents to allow Customer Data or other information (including any personal information) to be collected, used, and disclosed in the manner contemplated by these Terms and to grant Kalaro the rights and licenses set out in these Terms;

c. use the Kalaro Service in compliance with Kalaro’s then-current Acceptable Use Policy); and

d. not take any action that would cause Kalaro, the Kalaro Service or APIs to become subject to any third-party terms (including open source license terms)

5.7 Electronic signature responsibilities: Customer acknowledges and agrees that:

a. as between Kalaro and Customer, Customer has exclusive control and responsibility for the content of all Customer Data, including any documents used with the Services; and,

b. certain types of documents, agreements, or contracts may be excluded from general electronic signature laws (such as documents that needs to be notarized by a notary public), or may have specific regulations that are applicable to them; and,

c. Customer is solely responsible for ensuring that the documents, agreements or contracts it uses with the Services are appropriate for electronic signatures, and Kalaro is not responsible or liable for any such determination or use; and,

d. Consumer protection laws or regulations may impose specific requirements for electronic transactions involving consumers, Customer is solely responsible for ensuring it complies with all such laws/regulations, and Kalaro has no obligations to make such determination or assist with fulfilling any requirements therein. If Customer is using an API or other service that allows Customer to perform any end user/participant/signer authentication, then Customer is solely responsible and liable for such authentication.

6. Data

6.1 You acknowledge that:

a. we may require access to the Data to exercise our rights and perform our obligations under these Terms; and

b. to the extent that this is necessary but subject to clause 9, we may authorize a member or members of our personnel to access the Data for this purpose.

6.2 You must arrange all consents and approvals that are necessary for us to access the Data as described in clause 6.1.

6.3 You acknowledge and agree that:

a. we may:

i. use Data [and information about your [and your end users’] use of the Services] to generate anonymised and aggregated statistical and analytical data (Analytical Data); [and]

ii. use Analytical Data for our internal research and product development purposes and to conduct statistical analysis and identify trends and insights; [and]

iii. [supply Analytical Data to third parties;]

b. our rights under clause 6.3a above will survive termination of expiry of the Agreement; and

c. title to, and all Intellectual Property Rights in, Analytical Data is and remains our property.

6.4 You acknowledge and agree that to the extent Data contains personal information, in collecting, holding and processing that information through the Service, we are acting as your agent for the purposes of the Data Privacy Act of 2000 and any other applicable privacy law. You must obtain all necessary consents from the relevant individual to enable us to collect,use, hold and process that information in accordance with these Terms.

6.5 While we will take standard industry measures to back up all Data stored using the Service, you agree to keep a separate back-up copy of all Data uploaded by you onto the Service.

6.6 [You agree that we may store Data (including any personal information) in secure servers in [Asia/US/Europe] and may access that Data (including any personal information) in [Asia/US/Europe] and Philippines from time to time.]

6.7 You represent and warrant that your Customer Properties, and the collection, use, and disclosure of Customer Data will not violate any third-party rights, including intellectual property, privacy and publicity rights. You further represents and warrants that its collection and use of any personal information or data provided to Kalaro complies with all applicable data protection laws, rules, and regulations. If you receives any take down requests or infringement notices related to Customer Data, it must promptly:

a. stop using the related item with the Kalaro Service; and

b. notify Kalaro. If Kalaro receives any take down requests or infringement notices related to Customer Data, Kalaro may respond in accordance with its policies, and will notify and consult with the Customer on next steps.

6.8 You indemnify us against any liability, claim, proceeding, cost, expense (including the actual legal fees charged by our solicitors) and loss of any kind arising from any actual or alleged claim by a third party that any Data infringes the rights of that third party (including Intellectual Property Rights and privacy rights) or that the Data is Objectionable, incorrect or misleading.

7. Fees

7.1 Payment of Fees (when applicable).

7.2 Subscription Plan. The prices, features, and options of the Kalaro Services depend on the Subscription Plan you selected (including any usage or overage fees). Kalaro does not guarantee that your particular Subscription Plan will be offered indefinitely. We reserve the right to change the prices, features, or options included in a particular Subscription Plan without notice, provided that such changes shall not take effect until your next applicable subscription term.

7.3 Recurring Charges and Upgrades. By signing up for a Subscription Plan, you authorize Kalaro to charge your payment method on a recurring basis (e.g. monthly, quarterly, or yearly depending on Customer’s Subscription Plan) without an invoice. You expressly authorizes Kalaro to charge your payment method (such as a credit card) for the applicable subscription charges, any usage or overage charges, and any and all applicable taxes and fees. Such authorization is effective until the end of the Subscription Term and any applicable Renewal Term, or until you cancel all your subscriptions.

7.4 We will provide you with valid tax invoices on a e.g. monthly basis prior to the due date for payment if requested.

7.5 The Fees exclude tax, which you must pay on taxable supplies.

7.6 You must pay the Fees:

a. by the 20th of the month following the date of invoice / in accordance with the payment terms set out on our pricing page on the Website; and

b. electronically in cleared funds without any set off or deduction.

7.7 Late Fees & Collection Costs. We may charge interest on overdue amounts. Late payments may be subject to a service charge equal to the lesser of 2% per month of the amount due or the maximum amount allowed by law. You agree to reimburse Kalaro for any costs or expenses incurred by Kalaro to collect amounts that remain unpaid after the due date. Amounts due to Kalaro may not be withheld of offset by you against amounts due for any reason.

7.8 We may increase the Fees by giving at least 30 days’ notice. If you do not wish to pay the increased Fees, you may terminate these Terms and your right to access and use the Service on no less than 10 days’ notice, provided the notice is received by us before the effective date of the Fee increase. If you do not terminate these Terms and your right to access and use the Service in accordance with this clause, you are deemed to have accepted the increased Fees.

7.9 If you exceed your subscription plan’s usage limits and if applicable, you will be automatically upgraded into the next highest Subscription Plan and you expressly acknowledge and agree that it will pay for the upgraded Subscription Plan. All upgrade fees and charges are non-refundable, even if you did not use the full usage allotment of the applicable Subscription Plan.

7.10 Taxes. Kalaro’s fees are exclusive of all taxes, and Customer must pay any applicable sales, use, VAT, excise, withholding, or similar taxes or levies, whether domestic or foreign, other than taxes based on the income of Kalaro. You will not deduct any applicable taxes from the payments to Kalaro, except as required by law. If such deduction is required by law, you will increase the amount payable as necessary so that after making all required deductions and withholdings, Kalaro receives and retains (free from any such liabilities) an amount equal to the amount it would have received had no such deductions or withholdings been made.

7.11 Auto-renewals and Trials. IF YOUR ACCOUNT IS SET TO AUTO-RENEWAL OR IS IN A TRIAL PERIOD AND YOU HAVE PROVIDED A METHOD OF PAYMENT TO Kalaro FOR THE SERVICES, Kalaro MAY CHARGE YOU AUTOMATICALLY AT THE END OF THE TRIAL OR FOR THE RENEWAL, UNLESS YOU NOTIFY Kalaro THAT YOU WANT TO CANCEL YOUR SUBSCRIPTION.

7.12 No Refunds. Subscription and usage or overage fees (and any other fees associated with the services, including higher subscription fees for upgrades) are non-refundable and non-creditable, except where required by law. Kalaro subscriptions may be cancelled, and such cancellations take effect at the end of your then-current subscription term(for example, if you are on a paid monthly subscription the cancellation will take effect the following month, but if you are on a paid yearly subscription the cancellation will take effect the following year). Once your cancellation is effective, you will be downgraded to a free plan and will lose subscription features and functionality. If you don’t pay for your subscription(s) on time, we reserve the right to suspend you or remove subscription features.

8. Intellectual Property

 

8.1 Subject to clause 8.2, title to, and all Intellectual Property Rights in, the Service, the Website, and all Underlying Systems is and remains our property (and our licensors’ property). You must not contest or dispute that ownership, or the validity of those Intellectual Property Rights.

8.2 Title to, and all Intellectual Property Rights in, the Data (as between the parties) remains your property. You grant us a worldwide, non-exclusive, fully paid up, transferable, irrevocable license to use, store, copy, modify, make available and communicate the Data for any purpose in connection with the exercise of our rights and performance of our obligations in accordance with these Terms.

8.3 To the extent not owned by us, you grant us a royalty-free, transferable, irrevocable and perpetual license to use for our own business purposes any know-how, techniques, ideas, methodologies, and similar Intellectual Property used by us in the provision of the Services.

8.4 If you provide us with ideas, comments or suggestions relating to the Service or Underlying Systems (together feedback):

a. all Intellectual Property Rights in that feedback, and anything created as a result of that feedback (including new material, enhancements, modifications or derivative works), are owned solely by us; and

b. we may use or disclose the feedback for any purpose.

8.5 [You acknowledge that the Service may link to third party websites or feeds that are connected or relevant to the Service. Any link from the Service does not imply that we endorse, approve or recommend, or have responsibility for, those websites or feeds or their content or operators. To the maximum extent permitted by law, we exclude all responsibility or liability for those websites or feeds.]

9. Confidentiality

9.1 Each party must, unless it has the prior written consent of the other party:

a. keep confidential at all times the Confidential Information of the other party;

b. effect and maintain adequate security measures to safeguard the other party’s Confidential Information from unauthorized access or use;and

c. disclose the other party’s Confidential Information to its personnel or professional advisors on a need to know basis only and, in that case, ensure that any personnel or professional advisor to whom it discloses the other party’s Confidential Information is aware of, and complies with, clauses 9.1a and 9.1b.

9.2 The obligation of confidentiality in clause 9.1 does not apply to any disclosure or use of Confidential Information:

a. for the purpose of performing a party’s obligations, or exercising a party’s rights, under these Terms;

b. required by law (including under the rules of any stock exchange);

c. which is publicly available through no fault of the recipient of the Confidential Information or its personnel;

d. which was rightfully received by a party from a third party without restriction and without breach of any obligation of confidentiality; or

e. by us if required as part of a bona fide sale of our business (assets or shares, whether in whole or in part) to a third party, provided that we enter into a confidentiality agreement with the third party on terms no less restrictive than this clause 9.

10. Warranties

10.1 Each party warrants that it has full power and authority to enter into,and perform its obligations under, these Terms.

10.2 To the maximum extent permitted by law:

a. our warranties are limited to those set out in these Terms, and all other conditions, guarantees or warranties whether expressed or implied by statute or otherwise (including any warranty under Part 3 of the Contract ) are expressly excluded and, to the extent that they cannot be excluded, liability for them is limited to the amount paid to Kalaro; and

b. we make no representation concerning the quality of the Service and do not promise that the Service will:

i. meet your requirements or be suitable for a particular purpose[,including that the use of the Service will fulfill or meet any statutory role or responsibility you may have]; or [User note: Include square bracketed text if customers may be public authorities or have statutory/public functions.]

ii. be secure, free of viruses or other harmful code, uninterrupted or error free.

10.3 You agree and represent that you are acquiring the Service, and accepting these Terms, for the purpose of trade. The parties agree that:

a. to the maximum extent permissible by law, and any other applicable consumer protection legislation does not apply to the supply of the Service or these Terms; and

b. it is fair and reasonable that the parties are bound by this clause 10.3.

10.4 Where legislation or rule of law implies into these Terms a condition or warranty that cannot be excluded or modified by contract, the condition or warranty is deemed to be included in these Terms. However, our liability for any breach of that condition or warranty is limited, at our option, to:

a. supplying the Service again; and/or

b. paying the costs of having the Service supplied again.

11. Liability

11.1 Our maximum aggregate liability under or in connection with these Terms or relating to the Service, whether in contract, tort (including negligence), breach of statutory duty or otherwise, must not in any Year exceed PHP 500.00.

11.2 Neither party is liable to the other under or in connection with these Terms or the Service for any:

a. loss of profit, revenue, savings, business, use, data (including Data), and/or goodwill; or

b. consequential, indirect, incidental or special damage or loss of any kind.

11.3 Clauses 11.1 and 11.2 do not apply to limit our liability under or in connection with these Terms for:

a. personal injury or death;

b. fraud or willful misconduct; or

c. a breach of clause 9

11.4 Clause 11.2 does not apply to limit your liability:

a. to pay the Fees;

b. under the indemnity in clause 6.7; or

c. for those matters stated in clause 11.3a to 11.3c.

11.5 Neither party will be responsible, liable, or held to be in breach of these Terms for any failure to perform its obligations under these Terms or otherwise, to the extent that the failure is caused by the other party failing to comply with its obligations under these Terms, or by the negligence or misconduct of the other party or its personnel.

11.6 Each party must take reasonable steps to mitigate any loss or damage, cost or expense it may suffer or incur arising out of anything done or not done by the other party under or in connection with these Terms or the Service.

12. Term, Termination, and Suspension

12.1 Unless terminated under this clause 12, these Terms and your right to access and use the Service:

a. starts on the Start Date; and

b. continues until a party gives at least [insert period, e.g. 30 days’] notice that these Terms and your access to and use of the Service will terminate on the expiry of that notice.

12.2 [Subject to clause 7.6, if the subscription option you have selected includes a minimum initial term, the earliest date for termination under clause 12.1 will be the expiry of that initial term.]

12.3 Either party may, by notice to the other party, immediately terminate these Terms and your right to access and use the Service if the other party:

a. breaches any material provision of these Terms and the breach is not:

i. remedied within 10 days of the receipt of a notice from the first party requiring it to remedy the breach; or

ii. capable of being remedied; or

b. becomes insolvent, liquidated or bankrupt, has an administrator, receiver, liquidator, statutory manager, mortgagee’s or chargee’s agent appointed, becomes subject to any form of insolvency action or external administration, or ceases to continue business for any reason.

12.4 You may terminate these Terms and your right to access and use the Service in accordance with clause 7.6.

12.5 Termination of these Terms does not affect either party’s rights and obligations that accrued before that termination.

12.6 On termination of these Terms, you must pay all Fees for the provision of the Service prior to that termination.

12.7 No compensation is payable by us to you as a result of termination of these Terms for whatever reason, and you will not be entitled to a refund of any Fees that you have already paid.

12.8 Except to the extent that a party has ongoing rights to use Confidential Information, at the other party’s request following termination of these Terms but subject to clause 12.9, a party must promptly return to the other party or destroy all Confidential Information of the other party that is in the first party’s possession or control.

12.9 At any time prior to one month after the date of termination, you may request:

a. a copy of any Data stored using the Service, provided that you pay our reasonable costs of providing that copy. On receipt of that request, we must provide a copy of the Data in a common electronic form. We do not warrant that the format of the Data will be compatible with any software; and/or

b. deletion of the Data stored using the Service, in which case we must use reasonable efforts to promptly delete that Data.

To avoid doubt, we are not required to comply with clause 12.9a to the extent that you have previously requested deletion of the Data.

12.10 Without limiting any other right or remedy available to us, we may restrict or suspend your access to and use of the Service and/or delete, edit or remove the relevant Data if we consider that you or any of your personnel have:

a. undermined, or attempted to undermine, the security or integrity of the Service or any Underlying Systems;

b. used, or attempted to use, the Service:

i. for improper purposes; or

ii. in a manner, other than for normal operational purposes, that materially reduces the operational performance of the Service;

c. transmitted, inputted or stored any Data that breaches or may breach these Terms or any third party right (including Intellectual Property Rights and privacy rights), or that is or may be Objectionable, incorrect or misleading; or

d.

i. Your account is overdue; or

ii. You have exceeded your service allocations / service limits. Kalaro will have no liability for taking action as permitted above. For the avoidance of doubt, you will remain responsible for payment of fees during any suspension period under this Section 9.3. However, unless these Terms have been terminated, Kalaro will cooperate with you to promptly restore access to the Kalaro Service once we verify that you have resolved the condition requiring suspension.

e. otherwise materially breached these Terms.

13. General

 

13.1 Neither party is liable to the other for any failure to perform its obligations under these Terms to the extent caused by Force Majeure.

13.2 No person other than you and us has any right to a benefit under, or to enforce, these Terms.

13.3 For us to waive a right under these Terms, that waiver must be in writing and signed by us.

13.4 Subject to clause 6.4, we are your independent contractor, and no other relationship (e.g. joint venture, agency, trust or partnership) exists under these Terms.

13.5 If we need to contact you, we may do so by email or by posting a notice on the Website. You agree that this satisfies all legal requirements in relation to written communications. You may give notice to us under or in connection with these Terms by emailing info@kalaro.net.

13.6 These Terms, and any dispute relating to these Terms or the Service, are governed by and must be interpreted in accordance with the laws of the Philippines. Each party submits to the non-exclusive jurisdiction of the Courts of New Zealand in relation to any dispute connected with these Terms or the Service.

13.7 Clauses which, by their nature, are intended to survive termination of these Terms, including clauses 6.7, 8, 9, 11, 12.5 to 12.9 and 13.6, continue in force.

13.8 If any part or provision of these Terms is or becomes illegal, unenforceable, or invalid, that part or provision is deemed to be modified to the extent required to remedy the illegality, unenforceability or invalidity. If modification is not possible, the part or provision must be treated for all purposes as severed from these Terms. The remainder of these Terms will be binding on you.

13.9 Subject to clauses 2.1 and 7.6, any variation to these Terms must be in writing and signed by both parties.

13.10 These Terms set out everything agreed by the parties relating to theService, and supersede and cancel anything discussed, exchanged or agreed prior to the Start Date. The parties have not relied on any representation, warranty or agreement relating to the Service that is not expressly set out in these Terms, and no such representation, warranty or agreement has any effect from the Start Date.

13.11 You may not assign, novate, subcontract or transfer any right or obligation under these Terms without our prior written consent, that consent not to be unreasonably withheld. You remain liable for your obligations under these Terms despite any approved assignment, subcontracting or transfer.