Terms of Service

These terms of service (Terms) apply to your access to and use of the Kashoo Cloud Accounting application, the Truly Small application, and all other applications (each, an Application) owned and operated by Kashoo Systems Inc. (Kashoo, us, we, our). By downloading an Application or by accessing the Applications through our website, you accept and agree to be bound by these Terms.

PLEASE READ THESE TERMS CAREFULLY, AS THEY CONTAIN IMPORTANT INFORMATION REGARIDNG YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS, INCLUDING, BUT NOT LIMITED TO, VARIOUS LIMITATIONS, EXCLUSIONS AND INDEMNITIES.

Your use of the Applications is subject to these Terms.  If you are not willing to be bound by each and every term and condition, or if any representation made by you in these Terms is not true, you may not use, and must immediately cease accessing, the Applications.

You also acknowledge that our Privacy Policy will also apply to your use of our Services. Privacy Policy can be found directly on the Services, and are incorporated herein by reference.

1. Your Relationship with Us.

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You are reading the Terms which govern our relationship and serve as a legally binding agreement between you and us and set forth the terms and conditions by which you may access and use our Applications, the features and functions thereof and our related websites, services, applications, products and content (collectively, the Services). Any reference to the “Services” includes a reference to any part of the Services. For purposes of these Terms, “you” and “your” means you as the user of the Services.

2. Software-as-a-Service

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Subject to this Agreement, Kashoo grants you a non-exclusive, personal, non-transferable, non-sub-licensable and revocable license (License) to access and use each Application solely for your personal use in compliance with these Terms. The License is granted for the Term (as defined below). You are responsible for obtaining and maintaining any equipment or ancillary services needed to use the Services, including, without limitation, hardware, software (including third party software), internet service and long distance or local telephone service. You shall be solely responsible for ensuring that such equipment or ancillary services are compatible with the Service.

3. Use of Service

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a) Your Data. When registering for our Service you will provide information that is necessary so you can use the Service, including, but not limited to, company name, individual name, address, phone number and email address (Your Data).

b) Access to your Account. You may allow other Service users (Other Users) to access your account. Such access must be for your sole benefit. You are solely responsible for all access granted to Other Users and the actions of Other Users on your account. Kashoo accepts no liability or responsibility for any actions by an Other User on your account. It is our policy that Kashoo, its directors, officers, employees, agents or consultants will not make any changes to Your Data, except in the event of a termination of this Agreement. However, in certain circumstances, Kashoo, its directors, officers, employees, agents or consultants will make changes to Your Data, including changes or amendments to files you send to us, if a you or one of your Other Users request such changes or amendments. Sometimes Kashoo, its directors, officers, employees, agents or consultants need to change information in a your account so Kashoo can fix technical issues that prevent Kashoo from properly delivering the Service.

c) Your Responsibilities. You (i) must keep your passwords secure and confidential; (ii) are solely responsible for Your Data and all activity in your account in the Service; (iii) must use commercially reasonable efforts to prevent unauthorized access to your account, and notify Kashoo promptly of any such unauthorized access; and (iv) may use the Service only in accordance with the Service’s technical documentation (support.kashoo.com) and applicable law.

d) Third Party Services. You can integrate certain third party services into the Service. These third party services are not provided by Kashoo. You agree to hold harmless and release Kashoo and the Released Parties (defined below) from any liability relating to your use of the third party services or integration of the Services with the third party services. Your ability to use the third party services may be limited according to the third party’s terms and conditions. When you integrate with a third party service, you authorize Kashoo to share any Your Data, whether confidential or not, with the third party service so you can take advantage of integration with Kashoo. Any links to a third party service or website you find in the Service or on kashoo.com are provided for convenience only and Kashoo does not control or endorse any material or information found on those third party sites.

e) Trial Version. If you have registered for a trial use of the Service, you may access the Service for a trial period granted by Kashoo. The Service is provided AS IS, with no warranty during this time period. All of Your Data may be deleted after the trial period, unless you convert your account to a non-trial account.

f) Feedback. While we are continually working to develop and evaluate our own product ideas and features, we pride ourselves on paying close attention to the interests, feedback, comments, and suggestions we receive from the user community. If you choose to contribute by sending us any ideas for products, services, features, modifications, enhancements, content, refinements, technologies, content offerings (such as audio, visual or other types of content), promotions, strategies, or product/feature names, or any related documentation, artwork, computer code, diagrams, or other materials (collectively “Feedback”), then regardless of what your accompanying communication may say, the following terms will apply, so that future misunderstandings can be avoided. Accordingly, by sending Feedback to us, you agree that:

i. Kashoo has no obligation to review, consider, or implement your Feedback, or to return to you all or part of any Feedback for any reason;

ii. Feedback is provided on a non-confidential basis, and we are not under any obligation to keep any Feedback you send confidential or to refrain from using or disclosing it in any way; and

iii. you irrevocably grant us perpetual and unlimited permission to reproduce, distribute, create derivative works of, modify, publicly perform (including on a through-to-the-audience basis), communicate to the public, make available, publicly display, and otherwise use and exploit the Feedback and derivatives thereof for any purpose and without restriction, free of charge and without attribution of any kind, including by making, using, selling, offering for sale, importing, and promoting commercial products and services that incorporate or embody Feedback, whether in whole or in part, and whether as provided or as modified.

4. Payment

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You must pay all fees as specified on the order. Payment is due upon receipt of an invoice from Kashoo. You are responsible for the payment of all sales, use, withholding, VAT and other similar taxes. These Terms contemplate one or more orders for the Service, which orders are governed by these Terms.

5. Mutual Confidentiality

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a) Definition of Confidential Information. Confidential Information means all non-public information disclosed by a party (Discloser) to the other party (Recipient), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information).

b) Protection of Confidential Information. The Recipient must use the same degree of care that it uses to protect the confidentiality of its own confidential information (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Discloser for any purpose outside the scope of this agreement. The Recipient must make commercially reasonable efforts to limit access to Confidential Information of Discloser to those of its employees and contractors who need such access for purposes consistent with this agreement and who have signed confidentiality agreements with Recipient no less restrictive than the confidentiality terms of this agreement.

c) Exclusions. Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to Discloser, (ii) was known to the Recipient prior to its disclosure by the Discloser without breach of any obligation owed to the Discloser, (iii) is received from a third party without breach of any obligation owed to Discloser, or (iv) was independently developed by the Recipient without use or access to the Confidential Information. The Recipient may disclose Confidential Information to the extent required by law or court order, but will provide Discloser with advance notice to seek a protective order.

6. Kashoo Property

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a) Reservation of Rights. The software, workflow processes, user interface, designs, know-how, and other technologies and content  provided by Kashoo as part of the Service are the proprietary property of Kashoo and its licensors, and all right, title and interest in and to such items, including all associated intellectual property rights, remain with their respective owners. You may not remove or modify any proprietary marking or restrictive legends in the Service. Kashoo reserves all rights unless expressly granted in this agreement.

b) Acceptable Use and Prohibitions. Your access to and use of the Services is subject to these Terms and all applicable laws and regulations. You may not:

i. access or use the Services if you are not fully able and legally competent to agree to these Terms;

ii. except as expressly permitted by these Terms or applicable law, make unauthorized copies, modify, adapt, translate, reverse engineer, disassemble, decompile or create any derivative works of the Services or any content included therein, including any software, or determine or attempt to determine any source code, algorithms, methods or techniques embodied by the Services or any derivative works thereof;

iii. distribute, license, transfer, or sell, in whole or in part, any of the Services or any derivative works thereof;

iv. market, rent or lease the Services for a fee or charge, or use the Services to advertise or perform any commercial solicitation;

v. use the Services, without our express written consent, for any commercial, political or unauthorized purpose, including communicating or facilitating any commercial advertisement or solicitation or spamming;

vi. interfere with or attempt to interfere with the proper working of the Services, disrupt our website (if any) or any networks connected to the Services, or bypass any measures we may use to prevent or restrict access to the Services;

vii. incorporate the Services or any portion thereof into any other program or product;

viii. use automated scripts, software, code or systems to collect information from or otherwise interact with the Services;

ix. impersonate any person or entity, or falsely state or otherwise misrepresent you or your affiliation with any person or entity, including giving the impression that any content you upload, post, transmit, distribute or otherwise make available emanates from the Services;

x. intimidate or harass another, or promote sexually explicit material, violence or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;

xi. use or attempt to use another’s account, service or system without authorization from Kashoo;

xii. use the Services in a manner that may create a conflict of interest or undermine the purposes of the Services;

xiii. use or exploit any bots, hacks, bugs, errors, or design flaws to obtain unauthorized access to the Service;

xiv. use the Services to upload, transmit, distribute, store or otherwise make available in any way:

i. files that contain viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful; any unsolicited or unauthorized advertising, solicitations, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other prohibited form of solicitation; any private information of any third party, including addresses, phone numbers, email addresses, number and feature in the personal identity document (e.g., social insurance numbers, passport numbers) or credit card numbers; any material which does or may infringe any copyright, trade mark or other intellectual property or privacy rights of any other person; any material which is defamatory of any person, obscene, offensive, pornographic, hateful or inflammatory; any material that would constitute, encourage or provide instructions for a criminal offence, dangerous activities or self-harm; any material that is deliberately designed to provoke or antagonize people, especially trolling and bullying, or is intended to harass, harm, hurt, scare, distress, embarrass or upset people; any material that contains a threat of any kind, including threats of physical violence; any material that is racist or discriminatory, including discrimination on the basis of any of the protected grounds under the Human Rights Code (British Columbia);

ii. any answers, responses, comments, opinions, analysis or recommendations that you are not properly licensed or otherwise qualified to provide; or

iii. material that restricts or inhibits any other person from using the Services, or which may expose Kashoo, the Services or its users to any harm or liability of any type.

We reserve the right, at any time and without prior notice, to remove or disable your access to the Services, including any Application, at our discretion for any reason or no reason. Some of the reasons for which we may remove or disable access to your Services may include finding that you have violated these Terms, or that your actions are harmful to the Services or our users.

7. Term and Termination

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a) Term. This agreement continues until you or Kashoo terminates your account (Term).

b) Return of Your Data.  Within 30-days after termination, upon request Kashoo will make the Service available for you to export Your Data. After such 60-day period, Kashoo has no obligation to maintain Your Data and may destroy it.

c) Aggregate Data. During and after the Term, Kashoo may use Your Data provided that it has been anonymized and aggregated to the point of being non-personally identifiable for purposes of enhancing the Service, aggregated statistical analysis, technical support and other business purposes in accordance with the terms of our Privacy Policy.

d) Suspension of Service for Violation of Law. Kashoo may temporarily suspend the Service or remove the applicable Your Data, or both, if it in sole discretion acting reasonably believes that, as part of using the Service, you have violated a law. In such an event, Kashoo will attempt to contact you in advance before Kashoo suspends the Service.

8. Service Level Agreement/Warranty and Remedy

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a) Warranty. Kashoo warrants to you that commercially reasonable efforts will be made to maintain the online availability of the Service for a minimum of availability in any given month as provided in the chart below (excluding scheduled outages, force majeure, and outages that result from any your technology issues).

Availability Warranty: 98%

Credit: 25% of previous monthly fee if below the Availability Warranty

b) Limited Remedy. The Service may be interrupted or contain an error. Your exclusive remedy and Kashoo’s sole obligation for its failure to meet the warranty above will be for Kashoo to provide a credit for the applicable month as provided in the chart above (if this agreement is not renewed, then a refund), for the month; provided that you notify Kashoo of such breach within 30 days of the end of that month. In addition, if you are under a prepaid annual contract you can terminate this agreement upon notice to Kashoo if the performance falls below the availability warranty, and Kashoo will refund such you a pro-rated amount of any fees paid to Kashoo for the Service.

9. Liability Limit and Disclaimer

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a) Limit on purposes of services. The services are not designed to replace professional advice, such as tax and accounting advice.

b) Disclaimer. Except as expressly provided in these Terms, the Services are provided “as is”. While Kashoo takes reasonable, physical, technical and administrative measures to secure the service, Kashoo gives no representations, warranties or conditions of any kind, express or implied, including without limitation representations, warranties or conditions as to uninterrupted or error free or virus free service, accessibility, privacy of files, security, merchantability, quality or fitness for a particular purpose and those arising by statute or otherwise, or from a course of dealing or usage of trade.

YOUR USE OF THE SERVICE MAY DEPEND ON THE INTERNET, INCLUDING NETWORKS, CABLING, FACILITIES AND EQUIPMENT THAT ARE NOT IN OUR CONTROL; ACCORDINGLY (I) WE CANNOT GUARANTEE ANY MINIMUM LEVEL REGARDING SUCH PERFORMANCE, SPEED, RELIABILITY, AVAILABILITY, USE OR CONSISTENCY, AND (II) DATA, MESSAGES, INFORMATION OR MATERIALS SENT OVER THE INTERNET MAY NOT BE COMPLETELY PRIVATE, AND YOUR ANONYMITY IS NOT GUARANTEED.

c) Limitation on Liability. KASHOO, ITS DIRECTORS, OFFICERS, AGENTS, CONTRACTORS, SHAREHOLDERS OR AFFILIATES (RELEASED PARTIES) WILL NOT BE LIABLE IN ANY WAY FOR ANY CLAIM FOR: (A) PUNITIVE, EXEMPLARY OR AGGRAVATED DAMAGES; (B) DAMAGES FOR LOSS OF PROFITS OR REVENUE, FAILURE TO REALIZE EXPECTED SAVINGS, LOSS OF USE OR LACK OF AVAILABILITY OF YOUR DATA; (C) INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES, ARISING FROM OR IN CONNECTION WITH THE SERVICES, REGARDLESS OF WHETHER OR NOT YOU INFORMED OR ADVISED KASHOO OF THE POSSIBILITY OF SUCH DAMAGES; (D) CONTRIBUTION, INDEMNITY OR SET-OFF IN RESPECT OF ANY CLAIMS AGAINST YOU; (E) ANY DAMAGES WHATSOEVER RELATING TO THIRD-PARTY PRODUCTS, CLIENT MATERIALS OR ANY GOODS OR SERVICES NOT DEVELOPED OR PROVIDED BY KASHOO; OR (F) ANY DAMAGES WHATSOEVER RELATING TO INTERRUPTION, DELAYS, ERRORS OR OMISSIONS EVEN IF SUCH INTERRUPTION, DELAYS, ERRORS OR OMISSIONS WERE CAUSED BY ANY OF THE RELEASED PARTIES.

d) Total limit on Liability. Kashoo’s total liability for all damages arising out of or related to these Terms (whether in contract, warranty, tort, including negligence, or otherwise) cannot exceed the amount paid by you within the 12 month period prior to the event that gave rise to the liability.

10. Indemnity

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you agree to, at your sole cost, defend, indemnify, and hold harmless Kashoo and the Released Parties from and against any and all claims, liabilities, costs, fines, penalties and expenses, including, but not limited to, legal fees and expenses, arising out of or in any way connected with any of the following: (i) a breach by you or any user of your account of any applicable obligation, representation or warranty under these Terms; (ii) our use, non-use or publication of your Feedback infringes any third party intellectual property rights; (iii) your access to or use of, or activities in connection with, the Services; (iv) your violation of any applicable laws, rules, regulations or contracts; or (v) any misrepresentation made by you (all of the foregoing, Claims and Losses). You will cooperate as fully required by us in the defense of any Claims and Losses. Notwithstanding the foregoing, we retain the exclusive right to settle, compromise, and pay any and all Claims and Losses. We reserve the right to assume the exclusive defense and control of any Claims and Losses at our own cost. You will not settle any Claims and Losses without, in each instance, the prior written consent of an officer of the indemnified party.

11. Governing Law and Forum

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The laws of British Columbia and the federal laws of Canada applicable therein, govern these Terms. Any dispute arising out of or related to these Terms must be exclusively brought in a court of competent jurisdiction in British Columbia. The prevailing party in litigation is entitled to recover its legal fees and costs from the other party.

12. Amendment of Service and Terms

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Kashoo can, without notice and in Kashoo’s sole discretion, without any notice or liability to you, terminate your License to use the Service or any part of the Service. Kashoo can also terminate, without any notice or liability to you, any part of the Service. Kashoo is constantly adding new products and features to the Service, so Kashoo can amend these Terms as Kashoo sees fit. If you do not approve of any amendments or modifications, then you must quit using the Service.

13. Other Terms

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a) Copyright. If you believe that anything on the Service infringes upon any copyright which you own or control, you may file a notification of such infringement to support@kashoo.com.

b) Entire Agreement and Changes. These Terms constitute the entire agreement between the parties and supersedes any prior or contemporaneous negotiations or agreements, whether oral or written, related to the Services. You are not relying on any representation concerning this subject matter, oral or written, not included in this agreement. No representation, promise or inducement not included in these Terms is binding.

c) No Assignment. You may not assign or transfer the Agreement or your account to a third party, unless as part of a merger or sale of substantially all of your business’s assets.

d) No Partnership. Nothing in the Agreement creates a partnership or joint venture between you and Kashoo. Kashoo is not providing you with any advice, including financial, accounting, or tax advice.

e) Severability. If any provision of these Terms is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability will attach only to such provision or part thereof and the remaining part of such provision and all other provisions hereof will continue in full force and effect.

f) Money Damages Insufficient. You agree that monetary damages for any breach of Part 5 or Part 6 of these Terms would be inadequate for the immediate and irreparable harm that would be suffered by Kashoo for any such breach, and so, on any application to any applicable court, Kashoo will be entitled to temporary and permanent injunctive relief against you without the necessity of proving actual damage to Kashoo or posting a bond, and you agree that you will not raise adequacy of damages as a defence.

g) Force Majeure. Except with respect to any obligation on behalf of you to pay fees to Kashoo, neither party shall be liable for failure to perform any of its respective obligations hereunder if such failure is caused by events outside its reasonable control, including without limitation, acts of God, war, acts of terrorism or natural disasters but excludes a lack of money, credit, or financing.  The delayed party shall use commercially reasonable efforts to recommence performance as soon as reasonably possible.

h) Survival of Terms and no CISG. All provisions that, by their meaning or nature, are intended to survive termination or expiry of these Terms shall survive termination or expiration of these Terms. The UN Convention on Contracts for the International Sale of Goods does not apply.

i) English. The parties have agreed that this agreement and the related documents be drawn up in the English language. Les parties exigent que la présente convention ainsi que les documents qui s'y rattachent soient rédigés en anglais.

j) Age of Majority. By clicking Sign Up, you certify that you are of the age of majority in whatever jurisdiction you are located.

Kashoo Systems Inc.

1055 W Georgia St Suite 2414, Vancouver, BC V6E 3P3

Canada

Rev. February 24, 2021