Terms of Service

Last updated: September 27^th, 2024

These Terms of Service (hereafter “TOS”) effective as of September 27th, 2024, are made between “Customer” and “Koalify”. Koalify and Customer are also designated as “the Parties,” or individually as “the Party.” It’s an agreement you must accept in order to use the Koalify Service (“Service(s)”).

1. Acceptance of TOS

This TOS is an agreement which you must accept in order to use the Koalify Service. It is applicable to all visitors, users and others who access or use the Service. This document describes both your rights and your obligations as part of using the Service. It is important that you read it carefully because you will be legally bound to these terms.

Koalify only provides the Service to you subject to this TOS. By accepting these TOS or by accessing or using the Service, you acknowledge that you agree to be bound by these TOS.

If you are entering into this TOS on behalf of a company or business, you represent that you have the authority to bind such an entity, its (Administrative) Users, and its affiliates to this TOS. If you do not have such authority, or if you do not agree with this TOS, you may not use the Service. You acknowledge that these Terms of Service are a contract between you and Koalify, even though it is electronic and is not physically signed by you and Koalify, and it governs your use of the Service.

As our business evolves, Koalify may change this TOS. If we make a material change to the TOS, we will provide you with reasonable notice prior to the changes by emailing the email address associated with your account. You can review the most current version of the TOS at any time by visiting this page. The revised TOS will become effective on the date set forth in our notice, and if you use the Service after that date, your use will constitute acceptance of the revised terms and conditions. If any change to this TOS is not acceptable to you, your only remedy is to cancel your account and stop using the Services, which you may do through the process provided in the Service.

By accessing or using the Services, you affirm that you are at least 18 years of age (or have reached the age of majority if that is not 18 years of age where you live). You represent that you are fully able and competent to enter into and comply with the terms and conditions in this TOS.

2. Description of the service

 The “Service(s)” consists of a Hubspot plug-in which enables Hubspot-users to identify duplicate or related companies, contacts and other records. The plug-in also enables record deduplication, the creation of relations between records and other data modifications in HubSpot.

Any new features added to or augmenting the Service are also subject to this TOS. Koalify reserves the right to modify or discontinue the Service (or any Service plan) or any feature or functionality thereof at any time without notice to you. All rights, title and interest in and to the Service and its components (including all intellectual property rights) will remain with and belong exclusively to Koalify. 

As part of the registration process, you will connect a HubSpot instance and identify an administrative HubSpot user (in the form of an email address) (hereafter: “Administrative User”). You may also invite individuals within your business or organization to become regular Users under your account. 

You are responsible for maintaining the confidentiality of your login, password, and account and for all activities that occur under your login or account, including the activities of (Administrative) Users.

All Users should be aware that the Administrative Users may have certain rights to access User-accounts and may obtain related information in connection with the Services. The Administrative User may define the policies regarding the use of various aspects of the Services.

3. Access and Use of the Service

You may access and use the Service only for lawful, authorized purposes and you shall not misuse the Service in any manner. See Section 6 for specific provisions outlining prohibited uses of the Service.

Administrative Users shall be responsible for all actions by all (Administrative) Users. You shall comply with any codes of conduct, policies, storage limitations, or other notices Koalify provides you or publishes in connection with the Service from time to time, and you shall promptly notify Koalify if you learn of a security breach related to the Service.

Any software that may be made available by Koalify in connection with the Service (hereafter: “the Software”) contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Subject to the terms and conditions of this TOS, Koalify only grants you a personal, non-sublicensable and non-exclusive license to use the object code of any Software solely in connection with the Service and in accordance with our policies. Any rights not expressly granted herein are reserved.

Koalify agrees that it can only use the Customer’s name as a reference for marketing or promotional purposes on Koalify’s website and in other communication with existing or potential Koalify customers, if the Customer has given its prior written consent to do so.

4. Your Data Rights and Related Responsibilities

“Your Data” means any data and content stored or transmitted via the Services by or on behalf of the Customer, which includes data you or your (Administrative) Users elect to import, connect, or authorize access to from third party services you use. This includes CRM records, messages, files, comments on files, profile information and anything else you enter or upload.

If you or your (Administrative) Users send us any feedback or suggestions regarding the Service, you grant Koalify an unlimited, irrevocable, free license to use any such feedback or suggestions for any purpose without any obligation to you or the (Administrative) Users.

You are solely responsible for your, your Administrative Users and your Users’ conduct, the content of Your Data, and all communications with others while using the Services.

We are not responsible for the accuracy, appropriateness, or legality of Your Data or any other information you and the (Administrative) Users may be able to access using the Services.

Insofar as Koalify processes personal data on behalf of the Customer, a Data Processing Addendum (DPA) is attached to these Terms of Service and forms an integral part of the agreement between Koalify and the Customer. By accepting these Terms of Service, the Customer acknowledges and accepts the terms of the DPA. The DPA provides an overview of the specific personal data that Koalify processes in its capacity as a ‘data processor’, as well as the security measures implemented to protect such personal data.

5. Term

The term of the agreement shall be as defined in the Order Form (“Initial Term”). Upon the expiration of the Initial Term, this Agreement shall automatically renew for successive periods of the same duration as the Initial Term (“Renewal Term(s)”­­­­). If the Customer doesn't want the Agreement to renew, they must provide notice of termination prior to the end of the then-current term, either the Initial Term or any Renewal Term.

6. Payment

Unless any portion of the Service is made available for a fee, you will be required to select a payment plan and provide Koalify accurate information regarding your credit card or other payment instrument. You will promptly update your account information with any changes in your payment information. You agree to pay Koalify the amount that is specified in the applicable payment plan in accordance with the terms set forth in the Service and this TOS, and you authorize Koalify to bill your payment instrument in advance on a periodic basis in accordance with such terms.

If you dispute any charges you must let Koalify know within thirty (30) days after the date that Koalify invoices you. All amounts paid are non-refundable and we reserve the right to change our prices in the future.

If we do change prices, we will provide notice of the change on our website and in email to you at least 30 days before the change is to take effect. Your continued use of the Service after the price change goes into effect constitutes your agreement to pay the changed amount.

Koalify may also choose to bill through an invoice, in which case, full payment for invoices issued must be received by the specified date or the Services may be terminated. Unpaid invoices are subject to a finance charge of 1% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection. You shall be responsible for all your taxes associated with Services.

7. Representations and Warranties

You represent and warrant to Koalify that (i) you have full power and authority to enter into this TOS; (ii) you own all Your Data or have obtained all permissions, releases, rights or licenses required to engage in your activities (and allow Koalify to perform its obligations) in connection with the Services without obtaining any further releases or consents; and (iii) Your Data and other activities in connection with the Service, and Koalify’s exercise of all rights and license granted by you herein, do not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does Your Data contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing.

You acknowledge, consent and agree that Koalify may access, preserve and disclose your account information if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce the TOS; (iii) respond to claims that any content violates the rights of third parties; (iv) respond to your requests for customer service; or (v) protect the rights, property or personal safety of Koalify, its users and the public.

8. Termination

You have the right to terminate your account at any time. We also reserve the right to terminate your account or the access privileges of any (Administrative) User, and this TOS at any time if you violate any provision of this TOS, with or without notice.

Upon termination of your account, we will have no obligation to maintain or provide Your Data, and will delete or destroy all copies of Your Data in our possession or control, in a reasonably expedient way, unless legally prohibited. However, all accrued rights to payment and the terms of Section 5 shall survive termination of this TOS.

9. Disclaimer of Warranties

The Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, or because of other causes beyond our reasonable control, but Koalify shall use reasonable efforts to provide advance notice of any material scheduled service disruption.

You acknowledge that you are responsible for ensuring the security, protection, and backup of Your Data. Koalify commits to implementing robust security measures to help safeguard Your data, and maintain its integrity and availability. In the event of proven unauthorized access or unforeseen data loss on Koalify’s side, Koalify commits to take prompt and reasonable measures to investigate any negative effects on Your Data.

The Service and al related components and information are provided on an “as is” and “as available” basis without any warranties of any kind, and Koalify expressly disclaims any and all warranties, wether express or implied, including, but not limited to, the implied warranties of merchantability, title, fitness for a particular purpose, and non-infringement.

You acknowledge that Koalify does not warrant that the Service will at all times be uninterrupted, timely, error-free or virus-free, nor does it make any warranty as to the results that may be obtained from use of the Service, and no information, advice or services obtained by you from Koalify or through the Service shall create any warranty not expressly stated in this TOS.

10. Limitation of Liability

Under no circumstances and under no legal theory (whether in contract, tort, or otherwise) shall Koalify be liable to you or any third party for (a) any indirect, incidental, special, exemplary, consequential or punitive damages, including loss of profits, lost sales or business, lost data, or (b) for any amount in the aggregate in excess of the fees actually paid by you in the six (6) months preceding the event giving rise to your claim, or if no fees apply, one thousand (1.000) EUR, or (c) any matter beyond our reasonable control. The provisions of this section allocate the risks under this TOS between the Parties, and the parties have relied on these limitations in determining whether or not to enter into this TOS.

You agree that regardless of any statute or law to the contrary or the applicable dispute resolution process, an informal complaint pertaining to any Claim or cause of action arising out of or related to use of the Service or under the TOS must be filed with Koalify within two (2) year after such Claim or cause of action arose or be forever barred.

11. Dispute Resolution

In order to expedite and control the cost of disputes, you and we agree that any legal or equitable claim arising out of or relating in any way to your use of the Services or these TOS, and the formation, validity, enforceability, scope, or applicability of this TOS, including this Section 10 (referred to as a “Claim”) will be resolved as follows:

We will first try to resolve any Claim informally. Accordingly, neither of us may start a formal proceeding (except for Claims described in Section 10.4 below) for at least 30 days after one of us notifies the other of a Claim in writing. Notice of the Claim will include a brief written statement that sets forth the name, address, and contact information of the party giving it, the facts giving rise to the dispute, claim, or controversy and the relief requested. You will send your notice by email to info@koalify.io

Except as provided in Section 10.4, if we cannot resolve a Claim informally, any Claim either of us asserts will be resolved by the courts of Ghent (Belgium), which have exclusive jurisdiction.

12. Indemnification

You shall defend, indemnify, and hold harmless Koalify from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from your breach of this TOS, any of Your Data, or your (and your Members’) use or misuse of the Service. Your responsibility for such claims shall be limited to direct damages and shall not extend to any consequential, indirect, or incidental damages to the maximum extent allowed by law. Koalify shall provide notice to you of any such claim, suit or demand. Koalify reserves the right to conduct the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Koalify’s defense of such matters.

13. Miscellaneous

If any provision of this TOS is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this TOS will otherwise remain in full force and effect and enforceable.

Both parties agree that this TOS is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this TOS, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this TOS and you do not have any authority of any kind to bind Koalify in any respect whatsoever.

You may not assign this TOS without the prior written consent of Koalify, except in connection with a merger, re-organization or acquisition of all or a substantial portion of your assets by another company, but only upon 30-days prior notice to Koalify .Koalify may assign or transfer this TOS, in whole or in part, without restriction.

Except as otherwise set forth herein, all notices under this TOS will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

You and Koalify each agree that the TOS and the relationship between the parties shall be governed by Belgian law without regard to its conflict of law.

The failure of Koalify to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision.

You agree that your account is non-transferable and your rights to the content within your account terminate upon your death, however the content may be available and accessible by Administrative Users