Terms of Service

These Terms of Service (these “Terms”) are made by and between the party on whose behalf they are accepted ("Subscriber") and KEDEHub and are effective as of the date they are accepted by Subscriber. “KEDEHub” means Foundation Modern Management Institute, with offices at Sofia, Bulgaria. The complete subscription agreement including these Terms (the “Agreement”) is made for the purpose of granting Subscriber a limited subscription to use KEDEHub's hosted services allowing Subscriber to measure performance, identify areas of improvement and better understand their internal software development process, exploit and elevate its capability to ultimately maximize productivity (the “Services”).

To the extent that you have entered into another written agreement with KEDEHub that contains terms that directly conflict with any of these Terms, then the conflicted terms set forth in such other agreement will control.

2.1 If Subscriber registers at KEDEHub's websites for a free trial ("Trial Account") of one or more Services, KEDEHub will make such Services available to Subscriber on a trial basis free of charge until the earlier of (a) twenty-one (21) days (the “Evaluation Period”), (b) the start of any paid subscription for such Services, or (c) termination by KEDEHub at its sole discretion. If, at the end of the Evaluation Period, Subscriber does not sign up for a paid subscription of the Services, the Agreement will automatically terminate unless KEDEHub agrees, in its sole discretion, to extend the Evaluation Period. Additional terms and conditions may appear on the registration website for a Trial Account and any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.

2.2 ALL TRIAL ACCOUNTS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND. TRIAL ACCOUNTS MAY BE SUSPENDED, TERMINATED, OR DISCONTINUED AT ANY TIME AND FOR ANY REASON (OR NO REASON). KEDEHub DISCLAIMS ALL OBLIGATION AND LIABILITY UNDER THE AGREEMENT (INCLUDING LIABILITY OTHERWISE PROVIDED FOR UNDER SECTION 13 (LIMITATION OF LIABILITY)) FOR ANY HARM OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH A TRIAL ACCOUNT, INCLUDING ANY OBLIGATION OR LIABILITY WITH RESPECT TO SUBSCRIBER DATA. ANY CONFIGURATIONS OR SUBSCRIBER DATA ENTERED INTO A TRIAL ACCOUNT, AND ANY CUSTOMIZATIONS MADE TO A TRIAL ACCOUNT BY OR FOR SUBSCRIBER, MAY BE PERMANENTLY LOST IF THE TRIAL ACCOUNT IS SUSPENDED, TERMINATED, OR DISCONTINUED.

3.1 Services. KEDEHub will make the Services available to Subscriber according to one or more online or written ordering documents (each a “Service Order”). The Agreement includes each Service Order incorporating the Agreement.

3.2 Compliance with Laws. KEDEHub will comply with all laws and governmental regulations applicable to the Services.

3.3 Personnel and Performance. KEDEHub will be responsible for the performance of its personnel (including employees and contractors) and their compliance with the Agreement. KEDEHub enters into the Agreement on behalf of itself and its Affiliates. An “Affiliate” of a party is any entity (a) that the party Controls; (b) that the party is Controlled by; or (c) with which the party is under common Control, where “Control” means direct or indirect control of fifty percent (50%) or more of an entity's voting interests (including by ownership).

3.4 Documentation. KEDEHub will make online documentation available (the “Documentation”) that describe: (a) KEDEHub software made accessible as part of the Services ("KEDEHub Software") and (b) usage guides for the Services.

3.5 Security Measures. KEDEHub will maintain administrative, physical, and technical safeguards for the security and integrity of the Services (the “Security Measures”) consistent with industry standard practices. KEDEHub will store, process, transmit and disclose electronic data and configurations submitted to the Services at the direction of or on behalf of Subscriber ("Subscriber Data") only according to the Agreement and the Documentation. The Services, independent of Subscriber Data, will not transmit code, files, scripts, agents, or programs intended to do harm, including, viruses, worms, time bombs, and Trojan horses ("Malicious Code").

4.1 Subscriber Data. As between KEDEHub and Subscriber, Subscriber is responsible for Subscriber Data and the provision of Subscriber Data to the Services according to the Agreement.

‍4.2 Personnel and Performance. Subscriber will be responsible for the performance of its personnel (including employees and contractors) in compliance with the Agreement. Subscriber enters into the Agreement on behalf of its Affiliates that make use of the Services.

‍4.3 Non-KEDEHub Services. Subscriber may choose to use services not provided by KEDEHub ("Non-KEDEHub Services") with the Services and in doing so grants KEDEHub permission to interoperate with the Non-KEDEHub Services as directed by Subscriber or the Non-KEDEHub Services. Unless specified in a Service Order: (a) KEDEHub does not warrant or support Non-KEDEHub Services, (b) as between KEDEHub and Subscriber, Subscriber assumes all responsibility for the Non-KEDEHub Services and any disclosure, modification or deletion of Subscriber Data by the Non-KEDEHub Services and (c) KEDEHub shall have no liability for, and Subscriber is not relieved of any obligations under the Agreement or entitled to any refund, credit, or other compensation due to any unavailability of the Non-KEDEHub Services or any change in the ability of KEDEHub to interoperate with the Non-KEDEHub Services.

‍4.4 Third Party Reports. As an intermediary, KEDEHub may receive notices from third parties ("Reporters") regarding Subscriber Data or Subscriber's use of the Services ("Reports"). KEDEHub will forward all Reports directly to an email address provided by Subscriber designated to receive Reports (the “Abuse Contact”). Upon receipt of a Report, Subscriber will (i) acknowledge receipt of such report to KEDEHub within two (2) business days of receipt and (ii) address the Report promptly with the Reporter, including informing the Reporter that Subscriber (and not KEDEHub) is the appropriate party to address the matter. KEDEHub may provide the Abuse Contact to a Reporter inquiring about Subscriber Data or Subscriber's use of the Services.

4.5 Responsibilities. Subscriber

‍4.6 Service Notices. If KEDEHub becomes aware that Subscriber may violate Subscriber's obligations under this Section 4 (Subscriber's Obligations), KEDEHub will notify the Abuse Contact by email (the “Service Notice”) and request Subscriber to take reasonably appropriate action, including ceasing problematic usage, changing a configuration, updating account credentials or removing applicable Subscriber Data. If Subscriber fails to comply with a Service Notice within the time period set forth in the Service Notice, KEDEHub may block Subscriber's access to the Services until the requested action is taken. If Subscriber fails to take the required action within ten (10) days or fails to comply with Subscriber's obligations under this Section 4 (Subscriber's Obligations) on two or more occasions during any rolling twelve (12) month period, KEDEHub may terminate the Agreement immediately for cause. KEDEHub also responds to notices of alleged copyright infringement and may block access to the applicable Service or terminate accounts of repeat infringers according to the process set out in the U.S. Digital Millennium Copyright Act of 1998. All limitations of access, suspensions, and terminations for cause shall be made in KEDEHub's sole discretion and KEDEHub shall not be liable to Subscriber or any third party for any termination of Subscriber's account or access to the Services.

5.1 Term. These Terms are effective during the term of any Service Order that incorporates the Agreement. The term of a Service Order shall be specified in the Service Order. Service Orders shall renew for successive terms, unless either party gives the other at least ninety (90) days' notice of non-renewal at the end of the applicable term.

5.2 Termination for Cause. In addition to KEDEHub's right to terminate the entire Agreement under Section 4.6 (Service Notices), Subscriber or KEDEHub may terminate the entire Agreement for cause (a) upon 30 days' written notice to the other of a material breach if the breach remains uncured at the expiration of the notice period or (b) if the other party (i) becomes the subject of a proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors to the extent permitted by applicable laws or governmental regulations, (ii) goes out of business or (iii) ceases its operations.

‍5.3 Survival. Any term or condition that by its nature is clearly intended to survive the expiration or termination of the Agreement, shall survive any expiration or termination of the Agreement, including Sections 4.5(j), (k), (n), (o) and (p) (Subscriber's Obligations), Section 7.1 (Fees), Section 7.5 (Refund or Payment upon Termination), Section 8 (Confidentiality), Section 9 (Licenses and Proprietary Rights), Section 13 (Limitation of Liability), and Section 14 (Exclusion of Consequential and Related Damages).

From time to time, KEDEHub may offer services identified as beta, pilot, developer preview, non-production, evaluation or by a description of similar import ("Beta Services"). Subscriber may accept or decline Beta Services. If accepted by Subscriber, Beta Services: (a) are provided only for evaluation purposes; (b) may not be relied on by Subscriber for production use; (c) may not be supported; and (d) may be subject to additional terms. Unless otherwise stated, any Beta Services trial period will expire on the date that a version of the Beta Services becomes generally available or is discontinued. KEDEHub may discontinue Beta Services at any time in its sole discretion and may never make Beta Services generally available. ALL BETA SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND. BETA SERVICES MAY BE TERMINATED AT ANY TIME. KEDEHub DISCLAIMS ALL OBLIGATION AND LIABILITY UNDER THE AGREEMENT FOR ANY HARM OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH A BETA SERVICE, INCLUDING ANY OBLIGATION OR LIABILITY WITH RESPECT TO SUBSCRIBER DATA. ANY CONFIGURATIONS OR SUBSCRIBER DATA ENTERED INTO BETA SERVICES, AND ANY CUSTOMIZATIONS MADE TO BETA SERVICES BY OR FOR SUBSCRIBER, MAY BE PERMANENTLY LOST IF THE BETA SERVICES ARE SUSPENDED, TERMINATED, OR DISCONTINUED.

7.1 Fees. Subscriber will pay all fees specified in Service Orders and provide accurate and updated billing contact information. Except as set forth in a Service Order, all fees payable under the Agreement shall be made in U.S. Dollars. Minimum commitments in Service Orders are (a) based on Services purchased and not actual usage; (b) non-cancelable; and (c) cannot be decreased during the specified term. Fees paid for minimum commitments are not refundable. Subscriber's payments of fees are neither (x) contingent on the delivery of any future functionality or features nor (y) dependent on statements not set forth in the Agreement or any Service Order.

7.2 Invoicing Terms. If the Service Order specifies that payment will occur by a method other than a credit card, Subscriber will provide a purchase order number in the applicable amount (or reasonable alternative proof of Subscriber's ability to pay the fees specified in a Service Order), and promptly notify KEDEHub of any changes necessary for payment of an invoice. KEDEHub will invoice Subscriber either monthly or according to the billing frequency stated in the Service Order. Invoices to be paid by credit card are due on the invoice date, all other invoices are due net 30 days from the invoice date. If any invoiced amount is not received by KEDEHub by the due date, then without limiting KEDEHub's rights or remedies: (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower and (b) KEDEHub may condition future subscription renewals and Service Orders on shorter payment terms. If Subscriber is paying for Services by credit card, Subscriber will provide KEDEHub's authorized payment processer with valid credit card information and promptly notify KEDEHub's authorized payment processor of any changes necessary to charge the credit card. The provision of credit card information to KEDEHub's authorized payment processer authorizes KEDEHub, through its authorized payment processer, to charge the credit card for all Services specified in a Service Order, and any renewal subscription. Subscriber acknowledges that KEDEHub will not have access to Subscriber's credit card information.

7.3 Suspension of Service and Acceleration. If any amount owing by Subscriber is 30 or more days overdue (or 15 or more days overdue in the case of invoices to be paid by credit card), KEDEHub may, without limiting any rights and remedies, accelerate Subscriber's unpaid fee obligations to become immediately due and payable, and block the provision of Services to Subscriber until the overdue amounts are paid in full. KEDEHub will give Subscriber at least 10 days' prior notice that its account is overdue, in accordance with Section 18 (Manner of Giving Notice), before blocking Services to Subscriber.

7.4 Payment Disputes. KEDEHub will not exercise any rights to block Services, accelerate payments, impose late charges or change payment terms under Section 7.2 (Invoicing Terms) and Section 7.3 (Suspension of Service and Acceleration) with respect to an overdue amount for so long as Subscriber is disputing the overdue amount in good faith. The parties shall cooperate diligently to resolve the dispute.

7.5 Refund or Payment upon Termination. If Subscriber terminates the Agreement in accordance with Section 5.2 (Termination for Cause), KEDEHub will refund any prepaid fees covering the remainder of the term of all Service Orders after the effective date of termination. If the Agreement is terminated by KEDEHub in accordance with Section 5.2 (Termination for Cause), Subscriber will pay any unpaid fees covering the remainder of the term of all Service Orders. In no event will termination relieve Subscriber of its obligation to pay any fees payable for the period prior to the effective date of termination. If Subscriber terminates without cause prior to the end of the then current term, Subscriber shall be immediately liable for the balance of the fees for the remainder of the term.

7.6 Taxes. Fees for Services do not include any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use, or withholding taxes assessable by any jurisdiction whatsoever (collectively, “Taxes”). Subscriber is responsible for paying all Taxes associated with its Service Orders. If KEDEHub is obligated by law to pay or collect Taxes for which Subscriber is responsible, KEDEHub will invoice Subscriber and Subscriber will pay that amount unless Subscriber can provide a valid tax exemption certificate authorized by the appropriate taxing authority. Subscriber will provide KEDEHub any information KEDEHub reasonably requests to determine whether KEDEHub is obligated to collect Taxes. KEDEHub is solely responsible for taxes assessable against its income, property, and employees.

8.1 Confidential Information. “Confidential Information” means all information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or, given the nature of the information and the circumstances of disclosure, should be understood to be confidential. Subscriber's Confidential Information includes the Subscriber Data; KEDEHub's Confidential Information includes the Services; and Confidential Information of each party includes but is not limited to the terms and conditions of the Agreement and all Service Orders, including pricing, business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by each party in connection with the Agreement. Confidential Information does not include information that: (a) is at the time of disclosure, or later becomes, generally known to the public through no fault of Receiving Party; (b) was known to the Receiving Party with no obligation of confidentiality prior to disclosure by Disclosing Party, as proven by records of Receiving Party; (c) is disclosed to Receiving Party by a third party who did not directly or indirectly obtain the information subject to any confidentiality obligation; or (d) is at any time independently developed by Receiving Party without use of Disclosing Party's Confidential Information as proven by records of Receiving Party.

‍8.2 Protection of Confidential Information. Except as provided in Section 8.3 (Compelled Disclosure) Receiving Party shall not disclose or otherwise make available any Confidential Information of Disclosing Party to anyone except those of its employees, directors, attorneys, agents and consultants who: (a) need to know the Confidential Information in connection with the purpose of the Agreement and (b) who have previously agreed to be bound by confidentiality obligations no less stringent than those in the Agreement. Each party shall (x) safeguard all Confidential Information of the other party with at least the same degree of care (but no less than reasonable care) as it uses to safeguard its own confidential information and (y) not use any Confidential Information of the other party for any purpose outside the scope of the Agreement.

8.3 Compelled Disclosure. If Receiving Party is compelled by law to disclose Confidential Information of Disclosing Party, then to the extent legally permitted, Receiving Party shall provide Disclosing Party with prior notice of the compelled disclosure and reasonable assistance, at Disclosing Party's cost, if Disclosing Party wishes to contest the compelled disclosure. Any compelled disclosure shall be limited to the extent required, and shall be subject to confidentiality protections to the extent practicable. If Receiving Party is compelled by law to disclose Disclosing Party's Confidential Information as part of a civil proceeding to which Disclosing Party is a party, and Disclosing Party is not contesting the disclosure, Disclosing Party will reimburse Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

9.1 Subscriber Data. Subscriber grants KEDEHub a worldwide, nonexclusive, revocable, and limited license to store, copy, transmit, and display Subscriber Data and to interoperate with any Non-KEDEHub Services as necessary in order for KEDEHub to provide the Services in accordance with the Agreement. Subject to this limited license, KEDEHub acquires no right, title, or interest from Subscriber under the Agreement in or to Subscriber Data.

‍9.2 KEDEHub Software. Except solely with respect to open source software KEDEHub makes available ("Open Source Software"), KEDEHub grants Subscriber a limited non-exclusive, non-transferable, non-sublicensable license to use KEDEHub Software solely in connection with the subscribed Services in accordance with the Agreement. Open Source Software, and Subscriber's use of such Open Source Software is subject to and governed by the applicable license accompanying, linked to or embedded in such Open Source Software (each an “Open Source License”) and KEDEHub grants Subscriber a license to use the Open Source Software to the full extent permitted by the applicable Open Source License.

‍9.3 Feedback. Subscriber grants to KEDEHub worldwide, perpetual, irrevocable, royalty-free permission to use and incorporate into the Services any suggestion, enhancement request, recommendation, correction, or other feedback provided by Subscriber.

9.4 Support Related Deliverables. KEDEHub hereby grants Subscriber a worldwide, perpetual, non-exclusive, non-transferable, royalty-free license to use for its internal business purposes anything developed by KEDEHub for Subscriber and delivered by KEDEHub to Subscriber in connection with support services ("Deliverables"). Subject to Subscriber's ownership of its proprietary and Confidential Information disclosed to KEDEHub under Section 8 (Confidentiality), KEDEHub shall retain all ownership rights to the Deliverables. Deliverables that are custom code written by KEDEHub to facilitate Subscriber's use of the Services that include any Subscriber Confidential Information shall remain subject to the confidentiality obligations under Section 8 (Confidentiality) and Subscriber shall retain all ownership rights to its Confidential Information. ALL SUCH CUSTOM CODE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND. KEDEHub DISCLAIMS ALL OBLIGATION AND LIABILITY UNDER THE AGREEMENT FOR ANY HARM OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH CUSTOM CODE.

‍9.5 Proprietary Rights. The Services, KEDEHub Software and the Documentation are the proprietary information of KEDEHub. Subject to the limited rights expressly granted in the Agreement, KEDEHub and KEDEHub's licensors reserve all right, title, and interest in and to the Services, KEDEHub Software and the Documentation, including all related intellectual property rights. No rights are granted to Subscriber except as expressly set forth in the Agreement. No rights are granted to KEDEHub except as expressly set forth in the Agreement.

The Services may include access to KEDEHub Software. In such case, such KEDEHub Software is commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if Subscriber is an agency of, or contractor to, the US Government, it receives only those rights with respect to such software as are granted to all other end users under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other US Government licensees and their contractors. If Subscriber is a government agency that has a need for rights not granted under the Agreement, it must negotiate with KEDEHub to determine if there are acceptable terms for granting those rights, and mutually acceptable written terms specifically granting those rights must be included in any applicable agreement.

The Services, KEDEHub Software and the Documentation may be subject to export laws and regulations of the United States and other jurisdictions, and any use or transfer of the Services, KEDEHub Software and Documentation must be permitted under these laws and regulations. Each party represents that it is not named on any U.S. government denied-party list. Subscriber shall not enable use of the Services in a U.S.-embargoed country (currently Cuba, Iran, North Korea, Sudan, Crimea – Region of Ukraine, or Syria) or in violation of any U.S. export law or regulation.

Subscriber has not received or been offered any bribe, kickback, illegal or improper payment, gift, or thing of value from any KEDEHub personnel or agents in connection with the Agreement, other than reasonable gifts and entertainment provided in the ordinary course of business. If Subscriber becomes aware of any violation of the above restriction, Subscriber will promptly notify KEDEHub at abuse@kedehub.io.

IN NO EVENT WILL A PARTY'S AGGREGATE LIABILITY (TOGETHER WITH ALL OF ITS AFFILIATES) ARISING OUT OF OR RELATED TO THE AGREEMENT (REGARDLESS OF THE NUMBER OF INDIVIDUAL INCIDENTS GIVING RISE TO LIABILITY) EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY SUBSCRIBER AND ITS AFFILIATES HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. HOWEVER, THE ABOVE LIMITATIONS WILL NOT LIMIT SUBSCRIBER'S PAYMENT OBLIGATIONS UNDER SECTION 7 (FEES AND PAYMENT).

IN NO EVENT WILL A PARTY HAVE ANY LIABILITY TO ANY OTHER PARTY FOR ANY LOST PROFITS, LOST OPPORTUNITIES, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THESE TYPES OF DAMAGES OR A PARTY'S REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

15.1 Services Warranty. In addition to its obligations under Section 3 (KEDEHub's Obligations), KEDEHub warrants that during the term of each Service Order that:

• (a) the Services will perform materially in accordance with the applicable Documentation,
• (b) the Services will be provided in accordance with the applicable service level agreement, available at hhttp://docs.kedehub.io/terms/sla.html (each an “SLA”),
• (c) the overall effectiveness of the Security Measures will not be decreased and
• (d) KEDEHub will not materially decrease the overall functionality of the Services. SLAs do not apply (i) to unavailability of Services caused by factors outside of KEDEHub's reasonable control, including those set forth in Section 22 (Force Majeure); (ii) to unavailability of the Services that result from Non-KEDEHub Services, equipment and/or software of third parties where such equipment and/or software is not within the control of KEDEHub; (iii) to unavailability of the Services caused by abuse or misuse of the Services (or any component thereof) by Subscriber or Subscriber's personnel or end users; (iv) to unavailability of the Services caused by use or maintenance of the Services (or any component thereof) by Subscriber in a manner not conforming to the requirements described in the Documentation or in the Agreement; (v) to unavailability of the Services caused by modifications to KEDEHub Software by Subscriber, its personnel or end users; or (vi) to unavailability of the Services due to reaching the maximum capacity of the contracted limits. Without limiting KEDEHub's obligations pursuant to Section 3 (KEDEHub's Obligations), Subscriber's exclusive remedies for a breach of a warranty in this Section 15.1 (Services Warranty) shall be to exercise the express rights described in Sections 5.2 (Termination for Cause), 7.5 (Refund or Payment upon Termination) and claim the credits set forth in the applicable SLA.
• (e) Availability of Services. You recognize that the traffic of data through the Internet may cause delays during your use of or access to the Services, and accordingly, you agree not to hold us liable for delays that are ordinary in the course of Internet use. You further acknowledge and accept that the Services may not be available on a continual 24-hour basis due to such delays, delays caused by our upgrading, modification, or standard maintenance of the Services, or any other delays outside of our control.
• (f) Reliance and Functionality. KEDEHub does not warrant that the content or functions of the Services will meet your requirements or that the operation of the Services will be uninterrupted or error free. The content and materials presented on or through the Services is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from or related to any reliance placed on our materials by you, your users, or any other visitor to the Services, or by anyone who may be informed of any of its contents. The Services may include content provided by third parties, including materials provided by other users, bloggers, or third-party licensors, syndicators, aggregators, and reporting services. All statements and opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by KEDEHub, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of KEDEHub. We are not responsible or liable to you or any third party, for the content or accuracy of any materials provided by any third parties, and use of any services provided by third parties is subject to their policies and at your own risk.

15.2 Support Services Warranty. Support services specified in applicable Service Orders will be performed in a professional and workmanlike manner, in accordance with generally accepted industry standards. Subscriber's exclusive remedies for breach of the warranty in this Section 15.2 shall be either (a) re-performance of the support Services by KEDEHub; (b) to claim the credits set forth in the applicable SLA, if any; or (c) to exercise the express rights described in Sections 5.2 (Termination for Cause) and 7.5 (Refund or Payment upon Termination).

15.3 Disclaimers. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 15, NEITHER PARTY MAKES ANY WARRANTY OR GUARANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER IMPLIED, EXPRESS, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS OR GOVERNMENTAL REGULATIONS. KEDEHub DISCLAIMS ANY WARRANTY THAT TH

When using our Services, two types of personal data may be processed: 1. with respect to the personal data of our website visitors we act as data controllers; and 2. personal data provided by our Clients, for which the Client shall be the controller of personal data. Our Privacy Policy explains how we (in the capacity as a controller) treat your personal data and protect your privacy when you visit or use our website (“Privacy Policy”). When using our Services, you can entrust us with the processing of personal data that you are the controller of. The way of handling such data is regulated by the Data Processing Agreement (DPA), which is an Appendix 1 to these Terms and forms an integral part of the Terms.

17.1 Neither party may assign any of its rights or obligations under the Agreement, whether by operation of law or otherwise, without the other party's prior written consent (not to be unreasonably withheld) provided, however, either party may assign the Agreement in its entirety, without the other party's consent (a) to its Affiliate or (b) in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the immediately preceding sentence, if a party is acquired by, sells all or substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may, but is not required to, terminate the Agreement upon written notice. In the event of such a termination by KEDEHub, KEDEHub will refund to Subscriber any prepaid but unused fees covering the remainder of the term of all Service Orders after the effective date of such termination.

17.2 The Agreement will bind and inure to the benefit of the parties, their respective successors, and permitted assigns.

18.1 Updates. All updates to SLAs will be posted at http://docs.kedehub.io/terms/sla.html. Except as expressly set forth in a Documentation, updates to the Documentation will be effective upon posting. Updates to SLAs will be effective thirty (30) days after posting. Material updates to the Privacy Policy will become effective thirty (30) days after email notification to Subscriber or thirty (30) days after posting (unless the changes to the Privacy Policy are made to comply with applicable laws and governmental regulations in which case, will become effective immediately).

‍18.2 Except as otherwise specified in the Agreement, all notices, permissions and approvals shall be in writing and shall be deemed to have been given upon (a) personal delivery; (b) the second business day after mailing; or (c) the day of sending by email (except that email shall not be sufficient for notices of termination ("Legal Notice")). Billing-related notices to Subscriber shall be addressed to the relevant billing contact designated by Subscriber. All other Services related notices to Subscriber shall be addressed via email or in the Services' dashboard. Legal Notices to KEDEHub should be addressed to legal@kedehub.io or Attn: Foundation Modern Management Institute, Sofia, Bulgaria, as applicable.

The Agreement shall be governed by and construed in accordance with the controlling laws of Bulgaria. Each party hereto expressly consents to the personal jurisdiction of, and venue in, such courts and service of process being effected upon it by registered mail sent to the Legal Notice address provided by such party under the Agreement. The parties agree that the UN Convention on Contracts for the International Sale of Goods (Vienna, 1980) and the Uniform Computer Information Transaction Act or similar federal or state laws or regulations shall not apply to the Agreement nor to any dispute or transaction arising out of the Agreement.

Subscriber consents to KEDEHub's use of Subscriber's name and logo and general description of Subscriber's relationship with KEDEHub in press releases and other marketing materials and appearances. Subscriber further permits KEDEHub to use it as a reference account for marketing purposes and agrees, from time to time, to support KEDEHub by participating in reference phone call(s) and other marketing events including with press, analysts, and KEDEHub's existing or potential investors or customers upon reasonable request by KEDEHub.

Except for payment obligations under the Agreement, neither party will be liable for failure to perform or inadequate performance to the extent caused by a condition that was beyond the party's reasonable control, including, for example, an act of God, natural disaster, act of war or terrorism, riot or civil arrest, labor conditions, governmental action, disruption of telecommunications, failure or delay of internet services providers or internet disturbance, disruption of power or other essential services.

The parties agree that a material breach of the Agreement adversely affecting KEDEHub intellectual property rights in KEDEHub Software may cause irreparable injury to KEDEHub and/or its licensors for which monetary damages would not be an adequate remedy and KEDEHub shall be entitled to equitable relief (without a requirement to post a bond) in addition to any remedies it may have hereunder or at law.

The parties are independent contractors. The Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

There are no third-party beneficiaries under the Agreement.

The Agreement supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. In the event of any conflict or inconsistency among the following, the order of precedence shall be: (i) the applicable Service Order, (ii) the DPA, (iii) the Agreement, (v) the Privacy Policy and (vi) the Documentation. KEDEHub and Subscriber each represent that it has validly entered into or accepted the Agreement and has the legal power to do so. KEDEHub may modify these Terms from time to time. Any and all changes to these Terms will be posted at http://docs.kedehub.io/terms/terms.html and the Terms will indicate the date they were last updated and their effective date. The changes will become effective thirty (30) days after posting and Subscriber may terminate the Agreement without penalty upon notice to KEDEHub within ten (10) days of the effective date of the revised Terms. Subscriber is deemed to accept and agree to be bound by any changes to the Agreement when Subscriber uses the Service after the effective date of those changes. Notwithstanding the foregoing, in the event that the parties enter into, or have entered into a separate formal written subscript agreement, the terms of that agreement shall control over the terms of the Agreement unless the parties expressly agree to supersede such agreement with this Agreement. Any term or condition stated in a Subscriber purchase order or other Subscriber order documents (excluding Service Orders) is void. No failure or delay by either party in exercising any right under the Agreement will constitute a waiver of that right. If any provision of the Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of the Agreement will remain in effect. All reference in the Agreement to “including” means “including but not limited to”.