Terms and Conditions

Please read these Terms carefully. By using Kelp-Desk or signing up for an account, you’re agreeing to these Terms, which will result in a legal agreement between you and Kelp-Desk (“Agreement”). We’ll start with the basics, including a few definitions that should help you understand these Terms. Kelp-Desk (“Kelp-Desk ,” “we,” or “us”) is a website providing Software As A Service (“Service”, “Website”) that allows you, as a Kumon center, to provide a virtual classroom experience to your customers (“Portal”). The Service is offered through http://www.kelp-desk.com. Kelp-Desk is owned by 0920482 B.C. Ltd. Kelp-Desk has employees, independent contractors, and representatives (“our Team”). As a customer of the Service or a representative of an entity that’s a customer of the Service, you’re a “Member” according to this Agreement (or “you”).

This Terms and Conditions and the Privacy Policy (collectively “Terms”) define the terms and conditions under which you’re allowed to use the Service in accordance with the Agreement, and how we’ll treat your account while you’re a Member. If you don’t agree to these Terms, you must immediately discontinue your use of the Service.

If you have any questions about our Terms, feel free to contact us.

Account

Eligibility

n order to use the Service, you must:

1. be at least eighteen (18) years old and able to enter into contracts;
2. be the owner or employee of a Kumon franchise;
3. complete the account registration process;
4. agree to these Terms;
5. provide true, complete, and up-to-date contact and billing information;

By using the Service, you represent and warrant that you meet all the requirements listed above, and that you won’t use the Service in a way that violates any laws or regulations. Note that by representing and warranting, you are making a legally enforceable promise.

Kelp-Desk may refuse service, close accounts of any Members, and change eligibility requirements at any time.

Term

When you sign up for an account and agree to these Terms, the Agreement between you and Kelp-Desk is formed, and the term of the Agreement (the “Term”) will begin. The Term will continue for as long as you have a Kelp-Desk account or until you or we terminate the Agreement in accordance with these Terms, whichever happens first. If you sign up for an account on behalf of a company or other entity, you represent and warrant that you have the authority to accept these Terms and enter into the Agreement on its behalf.

Closing Your Account

You or Kelp-Desk may terminate the Agreement at any time and for any reason by giving notice to the other party. We may suspend the Service to you at any time, with or without cause. If we terminate your account without cause, and your account is a paid account, we’ll refund a prorated portion of your prepaid Fees. We won’t refund or reimburse you in any other situation, including if your account is suspended or terminated for cause, such as for a breach or violation of the Agreement.

If your account is inactive for 90 or more days, we may terminate your account and you won’t be entitled to a refund for a prepaid Fees. Once your account is terminated, you acknowledge and agree that we may permanently delete your account and all the data associated with it.

Changes

We may change any of the Terms by posting revised Terms on our Kelp-Desk Site. Unless you terminate your account, the new Terms will be effective immediately upon posting and apply to any continued or new use of the Service. We may change the Service at any time, and we may discontinue the Service at any time.

Account and Password

You’re responsible for keeping your account name and password confidential. You’re also responsible for any account that you have access to and any activity occurring in such account, whether or not you authorized that activity. You’ll immediately notify us of any unauthorized access or use of your accounts. We’re not responsible for any losses due to stolen or hacked passwords. We don’t have access to your current password, and for security reasons, we may only provide you with instructions on how to reset your password. We have the right to update any of your contact information in your account for billing purposes. In addition, you represent and warrant that all information you provide to us when you establish an account, and when you access and use the Service, is and will remain complete and accurate.

Account Disputes

We don’t know the inner workings of your organization or the nature of your personal relationships. You won’t request access to or information about an account that’s not yours, and you’ll resolve any account-related disputes directly with the other party. We decide who owns an account based on a number of factors, including the content in that account, and the contact and profile information listed for that account. In cases where differing contact and profile information is present or we are unable to reasonably determine ownership, we’ll require you to resolve the matter through proper channels outside of Kelp-Desk.

When a dispute is identified, we may suspend any account associated with the dispute, including disabling login capabilities, to protect the security and privacy of the data held within the account until the dispute is properly resolved.

Payment

It is free to create an account on Kelp-Desk. If you want to provide a Portal to your customer, you will need to create a “Center” under your account. You will have a 30 day trial period of the Portal after a Center is created. After the trial, you will need to pay for continued access to the Center’s data and allow your customers access to the Portal.

Details of the payments are under development. This document will be updated when more information is available. It’s anticipated that the usage fee will be $20 USD/month per center (“Fees”)

Center names are unique and can only be used once. If your center has expired, the name will no longer be available for use in another free trial.

Refunds

We’ll give you a refund for prorated unused prepaid Fees if we stop providing the Service and terminate your account without cause. You won’t be entitled to a refund or credit from us under any other circumstances. We may, at our sole discretion, offer a refund, discount or credit.

Billing Changes

We may change our fees at any time by posting a new pricing structure to our Kelp-Desk Site or in your account and/or sending you a notification by email. Quoted fees don’t include sales or other transaction-based taxes of any kind.

Rights

Feedback and Proprietary Rights

We own all proprietary rights in the Service, including, but not limited to, patents, trademarks, service marks, trade secrets, copyrights, and other intellectual property rights. You will respect our proprietary rights in the Service.

You represent and warrant that you either own or have permission to use all of the material, content, data, and information (including your personal information and the personal information of others) you submit to Kelp-Desk in the course of using the Service or which Kelp-Desk retrieves or accesses at your direction or with your permission (“Content”). You retain ownership of the Content that you upload to the Service. We may use or disclose your Content (including any personal information therein) only as described in these Terms, our Privacy Policy.

You may provide or we may ask you to provide suggestions, comments, input or other feedback (“Feedback”) regarding the Service. If you provide us with any Feedback, then you grant us a royalty-free, non-exclusive, worldwide, sublicensable, and transferable license to use, reproduce, publicly display, distribute, modify, and publicly perform the Feedback as we see fit. Any Feedback you choose to provide is given entirely voluntarily. You understand that you will not receive any compensation for your Feedback, and that we may use any Feedback you provide to improve the Service or to develop new features and services.

Privacy Policy

Your privacy is important to us. Please read our Privacy Policy for information regarding how we collect, use, and disclose your Content and personal information and protect your privacy when you use the Service.

Rules and Abuse

. Compliance with Laws

You represent and warrant that your use of the Service will comply with all applicable laws and regulations. You may not use the Service for any unlawful or discriminatory activities.

If you collect any personal information pertaining to a minor and store such information within your Kelp-Desk account, you represent and warrant that you have obtained valid consent for such activities according to the applicable laws of the jurisdiction in which the minor lives.

You agree to indemnify and hold us harmless from any losses, including all legal fees and expenses, that result from your breach of this Section.

Liability

Limitation of Liability

To the maximum extent permitted by law, you acknowledge and agree that (i) you assume full responsibility for any loss that results from your use of the Service; (ii) we and our Team won’t be liable for any indirect, punitive, special, or consequential damages under any circumstances, even if they’re based on negligence or we’ve been advised of the possibility of those damages; and (iii) in any calendar month, our total liability to you arising under or in connection with the Agreement—whether in contract, tort (including negligence), breach of statutory duty, or otherwise—will be no more than what you paid us for the Service the preceding month.

For the avoidance of doubt, in no instance will we or our Team be liable for any losses or damages you suffer if you use the Service in violation of these Terms, regardless of whether we terminate or suspend your account due to such violation.

No Warranties

To the maximum extent permitted by law, we provide the Service as-is. This means that, except as expressly stated in these Terms, we don’t provide warranties, conditions, or undertakings of any kind in relation to the Service, either express or implied. Since Members use the Service for a variety of reasons, we can’t guarantee that it’ll meet your specific needs.

Indemnity

You agree to indemnify and hold us and our Team harmless from any losses, including legal fees and expenses that directly or indirectly result from any claims you make that aren’t allowed under these Terms due to a “Limitation of Liability” or other provision. You also agree to indemnify and hold us harmless from any losses, including legal fees and expenses, that directly or indirectly result from (i) your Content, (ii) your use of the Service, (iii) your violation of any laws or regulations, (iv) third-party claims that you or someone using your password did something that, if true, would violate any of these Terms, (v) any misrepresentations made by you, or (vi) a breach of any representations or warranties you’ve made to us.

Disclaimers

We and our Team aren’t responsible for the behavior of any third parties, agencies, linked websites, or other Members, including third-party applications, products, or services for use in connection with the Service (each, a “Third-Party Integration”). Your use of any Third-Party Integration and rights with respect to such Third-Party Integration are solely between you and the applicable third party. We are not responsible for the privacy, security or integrity of any Third-Party Integration or the practices and policies of any Third-Party Integration. We make no warranties of any kind and assume no liability of any kind for your use of any Third-Party Integration.

Other Important Stuff

Jurisdiction

The laws of British Columbia Canada, except for conflict of laws rules, will apply to any dispute related to the Agreement or the Service.

Force Majeure

We won’t be held liable for any delays or failure in performance of any part of the Service, from any cause beyond our control. This includes, but is not limited to, acts of god, changes to law or regulations, embargoes, war, terrorist acts, riots, fires, earthquakes, nuclear accidents, zombie apocalypse, floods, strikes, power blackouts, volcanic action, unusually severe weather conditions, and acts of hackers, or third-party internet service providers.

Survivability

Even if this Agreement is terminated, the following sections will continue to apply: Feedback and Proprietary Rights, Compliance with Laws, Limitation of Liability, No Warranties, Indemnity, Jurisdiction, Severability, and Entire Agreement.

Severability

If it turns out that a section of these Terms isn’t enforceable, then that section will be removed or edited as little as required, and the rest of the Agreement will still be valid.

Interpretation

The headers and sidebar text are provided only to make these Terms easier to read and understand. The fact that we wrote these Terms won’t affect the way the Agreement is interpreted.

Waiver

If we don’t immediately take action on a violation of these Terms, we’re not giving up any rights under the Terms, and we may still take action at some point.

No Changes in Terms at Request of Member

Because we have so many Members, we can’t change these Terms for any one Member or group.

Further Actions

You’ll provide all documents and take any actions necessary to meet your obligations under these Terms.

Notification of Security Incident

If we become aware of a security incident related to our systems or databases that contain personal information of you or your contacts, we’ll notify you if required by law.

Notices

Any notice to you will be effective when we send it to the last email you gave us. Any notice to us will be effective when delivered to us Kelp-Desk, 618 Tyndall St., Coquitlam, B.C. V3J 3S8.

Entire Agreement

These Terms make up the entire agreement between us in relation to its subject matter and supersede all prior agreements, representations, and understandings.

Where there’s a conflict between these Terms and the Additional Terms, the Additional Terms will control to the extent of the conflict.