KINDOO GENERAL TERMS AND CONDITIONS AGREEMENT

This KINDOO GENERAL TERMS AND CONDITIONS AGREEMENT (this “Agreement”) is made and entered into by and between Code Gears LTD, a company incorporated under the laws of the British Virgin Islands, electing domicile for the purposes of this agreement in Palm Grove House, P.O. Box 3186, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands (hereinafter referred to as the “Service Provider” or “CODE GEARS”), and you (hereinafter referred to as “YOU or YOUR”). CODE GEARS and YOU are separately referred to in this Agreement as “Party” and collectively as the “Parties.”

WHEREAS, YOU wish to use the KINDOO technology (the “KINDOO Technology”)that is provided in the form of pre-installed, embedded software on the KIN or other KINDOO device (the “Device”), all updates thereto provided by CODE GEARS(unless provided under different terms at the time of download or update), and the KINDOO software application downloaded and installed on your mobile device or other software accessed through our website www.kindoo.tech (the “Software”)

WHEREAS, CODE GEARS is the owner of the KINDOO Technology; and,

WHEREAS, YOU desire that Service Provider provides, on and subject to the terms and conditions herein, Services as set forth in Schedule I attached hereto (“Schedule I”) and as may be amended from time to time by CODE GEARS;

WHEREAS, YOU acknowledge that the use of the KINDOO Technologymight require certain features to be supported by YOUR hardware (Phone or computer) such as,but not limited to, Bluetooth® low energy emission and scanning capability.

WHEREAS, YOU represent and warrant that you have the right, authority, and capacity to accept and agree to this Agreement on behalf of yourself or the entity you represent. You represent that you are of sufficient legal age in your jurisdiction or residence to use or access the services and to enter into this agreement. If you do not comply with the above statements, or disagree with any of the provisions of these Terms, you should disconnect your Devices and cease accessing or using the KINDOO Technology.

By using the Device OR clicking “I Agree” on our Application or website OR creating a user account OR downloading OR using the Application, YOU agree to be bound by the terms of this Agreement. The earliest occurrence of any of the previously stated events shall determine the start date (“Effective Date”) of this agreement.

WHEREAS, Service Provider desires to provide the Services on and subject to the terms and conditions hereof;


ARTICLE 1    SERVICES
1.1     Services to be provided. Upon the terms and subject to the conditions set forth in this Agreement, CODE GEARShereby agrees to provide, and YOU hereby agree to accept, the services set forth in Schedule I, which may be amended and supplemented from time to time by CODE GEARS. Schedule I, as amended or supplemented from time to time, shall be incorporated in and made a part of this Agreement as if set forth in full herein and shall constitute a vital part of this Agreement.

1.2     Terms Modifications. YOU agree that Code Gears may modify this Agreement from time to time. Code Gears will notify its users by posting the new agreement on our website (www.kindoo.tech)and our application or by providing a direct notice in an email communication sent to YOU. By continuing the use of any part of the KINDOO Technology, YOU agree to be bound by the new terms of this Agreement.

1.3     Services Fee. In consideration for the Services YOU shall make payments to CODE GEARS in accordance with the payment terms set forth in Schedule I (the “Service Fees”).As soon as practicable, CODE GEARS shall prepare and submit to YOU an invoice for the Fees, YOU shall pay to CODE GEARS all amounts shown on each such Invoice upon receipt of the invoice. Should YOU in good faith dispute any portion of an invoice, YOU shall advise CODE GEARS in writing the amount of the disputed portion and the reasons for such disputation and shall pay to CODE GEARS all amounts of the invoice that have not been disputed.

1.4     YOU may request for additional information and documentation, however, any such request shall not delay the payment of the invoice.


ARTICLE 2    REPRESENTATIONS, WARRANTIES AND COVENANTS
2.1     Performance of Services. CODE GEARS hereby represents and warrants that it shall exercise diligent and determined measures to successfully perform all Services hereunder in a timely manner consistent with Schedule I hereto, in conformity with all specifications and standards set forth therein and in a professional manner conforming to generally accepted industry standards and practices.If the Services provided to YOU were not performed as warranted, YOU must promptly provide CODE GEARS with a written notice that describes the deficiency in the Services.

2.2     No Infringement. CODE GEARS hereby represents and warrants that (i) it has or shall obtain all necessary licenses or permits, to be able to perform all Services hereunder, (ii) the Services provided to YOU or YOUR use thereof as permitted hereunder do not and will not infringe, breach, violate or constitute misappropriation of any patent, copyright, trade secret or other intellectual property interest of any other party and (iii) all Services will be performed in accordance with all applicable law, regulation and rules.

2.3     FOR ANY BREACH OF THE SERVICES WARRANTY, THE EXCLUSIVE REMEDY OF YOU AND THE ENTIRE LIABILITY OF CODE GEARS SHALL BE THE CORRECTION OF THE DEFICIENT SERVICES THAT CAUSED THE BREACH OF WARRANTY, OR, IF CODE GEARS CANNOT SUBSTANTIALLY CORRECT THE DEFICIENCY IN A COMMERCIALLY REASONABLE MANNER, YOU MAY END THE DEFICIENT SERVICES.

2.4    TO THE EXTENT NOT PROHIBITED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS INCLUDING FOR SOFTWARE, HARDWARE, SYSTEMS, NETWORKS OR ENVIRONMENTS.


ARTICLE 3    LIMITATIONS OF LIABILITY
3.1     IN NO EVENT WILL CODE GEARS OR ITS AFFILIATES BE LIABLE FOR ANY DIRECT OR INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR ANY LOSS OF REVENUE, PROFITS (EXCLUDING FEES UNDER THIS AGREEMENT), SALES, DATA, DATA USE, GOODWILL, OR REPUTATION.

3.2     IN NO EVENT SHALL THE AGGREGATE LIABILITY OF CODE GEARS AND OUR AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNTS ACTUALLY PAID FOR THE SERVICES UNDER THE ORDER GIVING RISE TO THE LIABILITY DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY UNDER SUCH ORDER.

3.3     CODE GEARS shall not be liable is any of the following events occur:

ARTICLE 4    Term and Termination
4.1     Term. This shall continue in full force and effect as long as YOU use the Services set forth in Schedule I.

4.2     CODE GEARS may terminate this Agreement at any time for cause by written notice by email to YOU in the following circumstances:
  1. IMMEDIATELY following a material breach of any of YOUR obligation under this Agreement
  2. upon insolvency or incapacity with YOUR creditors or having a receiver appointed over any of YOUR assets;
  3. upon any actions from any government authority that materially changes the conditions of this agreement;
4.3     Effect of Termination. Upon the termination of this Agreement, this Agreement shall become null and void and shall have no further force or effect; provided, that the provisions of ‎ARTICLE 2 and‎ARTICLE 3, shall survive any such termination or expiration and YOU shall not be relieved from any payment or other obligation already accrued up to termination, nor from any liability for a breach of this Agreement occurring, prior to such effective date of termination or expiration.


ARTICLE 5    Device Limited Warranty
5.1     The Device has a One (1) year limited Warranty from the date of purchase. A Device labelled as KIN W has a Five (5) year limited Warranty.

5.2     This Limited Warranty only covers manufacturer defects.

5.3     This Warranty applies only for Devices purchased from YOUR authorized KINDOO Partner

5.4     Contact your KINDOO Partner for warranty claims


ARTICLE 6    Privacy Policy
6.1     When using the Services, YOU may provide and Code Gears may collect some personal information (“PI”). The PI may include and is not limited to your name, email, phone number, photo, date of birth, phone type, phone identification numbers, etc…

6.2     When paying for the Services using Credit Cards, Code Gears will not store your credit card number. Code Gears processes monthly payment using third party Services that adopt a tokenization process for credit card payments.

6.3     We store the logs related to the use of the Device as well as the PI of the users that interacted with YOUR device. This logging purpose is to allow YOU and Code Gears to be able to monitor and operate YOUR Device and Services.

6.4     When inviting KINDOO users to your environment you acknowledge that these users will have access to information about your environment and your PI including but not limited to: The name of the Devices, Device status, other environment users’ photos, etc…

6.5     We do not share or sell YOUR PI


ARTICLE 7    Miscellaneous
7.1     No Agency. This Agreement does not create any agency or partner relationship among the Parties. No Party shall have any authority to enter into, assume or create any obligations or agreements on behalf of or in the name of the other Party.

7.2     Assignability. This Agreement and the rights and obligations hereunder shall not be assigned or transferred by YOU without the prior written consent of CODE GEARS. Any instrument purporting to make an assignment in violation of this section shall be void.

7.3     No Waiver, Severability. No failure or delay on the part of any Party in exercising any right, power or privilege hereunder and no course of dealing among the Parties shall operate as a waiver thereof, nor will such failure or delay affect in any way the validity of this Agreement. If any one or more of the provisions contained in this Agreement shall be invalid, illegal or unenforceable in any respect under any applicable law, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired. In the case of any such invalidity, illegality or unenforceability, the Parties agree to use their commercially reasonable efforts to achieve the purpose of such provision by a new legally valid and enforceable stipulation. Except as expressly stated herein, neither this Agreement nor any terms hereof may be amended, waived, discharged or terminated unless such amendment, waiver, discharge or termination is in writing signed by both of the Parties or, in the case of a waiver, by the Party waiving compliance.

7.4     Force Majeure. No Party shall be considered in default in the performance of any obligation hereunder (other than an obligation to pay money) nor shall a Party be held liable for any loss or damage caused to the other party to the extent that the performance of such obligation is prevented or delayed by any event or circumstance that is beyond the reasonable control of the Party invoking it, and such Party could not have prevented or mitigated the consequences of such event or circumstance by the exercise of reasonable diligence and foresight and expenditure of reasonable sums of money, including, without limitation:
  1. war, revolution, insurrection or hostilities (whether declared or not), including, without limitation, mutiny or terrorism;
  2. a riot, civil commotion or civil uprising;
  3. earthquake, flood, tempest, hurricane, lightning or other natural disaster;
  4. any fire or explosions of major proportion; or
  5. strike, lockout or other industrial disturbance on a national scale.
  6. Internet and/or electricity failure on a national scale.
7.5     Governing Law, and jurisdiction. All disputes arising out of or in connection with the present Agreement shall be finally settled under the Rules of Arbitration of the Chamber of Commerce in Paris, France, by one arbitrator appointed in accordance with the said Rules. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the French laws, without giving effect to principles of conflicts of law.

7.6     Entire Agreement. This Agreement and all attached schedules and exhibits constitutes the entire and only agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, commitments or understandings, whether written or verbal, that the Parties hereto may have with respect to the subject matter hereof.

QUESTIONS OR ADDITIONAL INFORMATION: If you have questions regarding this Agreement, or wish to obtain additional information, please send an e-mail to support@kindoo.tech

SCHEDULE I

  1. Services
    1. CODE GEARS shall provide the following Services:
      1. To access the Services, you must register for a user account on the KINDOO Phone application (the “Application”) available on Android and Apple stores. The information you provide in the account registration form (the “Registration Information”) must be accurate and complete. You agree to update the Registration Information as necessary, including your correct email address, so we may send you notifications and other account-related communications. Your account is subject, in our sole discretion, to termination or suspension at any time (see “Termination” below for more details).
      2. The Application allows YOU to define Environments of Type D (e.g. My Home) in which you can add Devices of type KIN D. Each environment YOU define is limited to two (2) simultaneous users for free. Should YOU need to add more users to your environment you can request to do so in the settings of the environment and YOU should specify an accepted payment method. The terms and conditions are set in the Services Fees section below.
      3. The Application allows YOU to define Environments of Type W (e.g. My Home) in which you can add Devices of type KIN W. In Environments of type W, you can apply for Wiegand Protocols. For each Wiegand protocol for which YOU are approved, YOU get One (1) free Digital Card. Should YOU need to add and assign more Digital Cards to users you invite to your Environment, YOU can request to do so in the settings of the environment and YOU should specify an accepted payment method. The terms and conditions are set in the Services Fees section below. There is no limit or fees for inviting users in an Environment of Type W.
      4. The Application allows you to scan the Devices of type KIN D and send requests to the KINDOO servers and send back commands to the KIN D. For environments of Type D, the Application also allows access rights definition for other Application users. When inviting users and giving them access rights, you are giving them the ability to access and to operate your Devices. YOU should only invite KINDOO Application users that YOU trust.
      5. The Application allows you to scan the Devices of type KIN W and emit your encrypted Digital Card ID back to the KIN W. For environments of Type W, the Application also allows the purchase of Digital Cards and allocation of such Digital Cards to other users. Once a Digital Card is assigned to a user’s particular device (for example: smartphone), this Digital Card cannot be used again. When inviting users and allocating Digital Cards you are giving them the ability to access and to operate YOUR Devices. YOU should only invite KINDOO Application users that YOU trust. The KIN W emulates a Wiegand signal that corresponds to the Digital Card ID emitted by the KINDOO Application. The KIN W must be linked to an access control panel. Contrary to environments of Type D, for environments of Type W, access rights are defined on your local access control system. It is YOUR sole responsibility to maintain your local access control system and define and allocate access rules to the different cards. When revoking a card on the KINDOO Application YOU MUST ABSOLUTELY REVOKE THAT CARD ON YOUR LOCAL ACCESS CONTROL SYSTEM AND NEVER USE THAT CARD NUMBER AGAIN WETHER FOR PHYSICAL CARDS OR DIGITAL CARDS. Failing to do so will put your security at risk.
      6. When inviting users to your environment, you can choose to make them Admins, Managers or Guests. The definition of each type of users can be viewed on the Application.
      7. The Services are designed to be used in connection with a Device containing our technology (e.g. the KIN D or KIN W), which you may purchase from our partners. Subject to these Terms, Code Gears grants you a non-transferable, non-exclusive, right (without the right to sublicense) to access and use the Services by (i) using the Site in connection with, and solely for the purpose of, controlling and monitoring the Devices installed on your property, or that you have been validly authorized to access, or to otherwise access a service explicitly provided by Code Gears for your use, and (ii) installing and using the Application solely on your own handheld mobile device (e.g., iPhone, iPad, or Android smartphone). You agree to comply with all instructions, usage rules and documentation that we may provide from time to time with respect to the Services.
    2. Service Level:
      1. SSL communication between KINDOO Application and KINDOO servers.
      2. 256-bit encrypted communication between the KINDOO Application and the KIN or other KINDOO Device.
      3. Should you choose the http protocol for the KIN, the communication between KINDOO servers and the address on the http protocol is not secure.
      4. Each Environment of Type D shall be limited to two (2) allowed users for free. An Administrator of the environment can request to add the number of allowed users (“NAU”) given that he provided a valid payment method.
      5. Each Environment of Type W shall be limited to one (1) Digital Card per approved Wiegand Protocol. An Administrator of the environment can request to purchase additional Digital Cards given that he provided a valid payment method.
      6. We have the right to monitor the access and use of the Services for the purpose of operating the Service, to ensure compliance with these Terms, or to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access the Service or any Content therein, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any Content to be objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Service. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
    3. YOUR Responsibilities and Obligations:
      1. It is understood that it is YOUR obligation to take full responsibility concerning the usage of all Services referred to in Schedule I in relation with the definition of the access rules, users and users’ rights. In no circumstances will CODE GEARS be held liable for any misusage of the Services described above whichever the outcomes that this misusage might lead to.
      2. YOU shall not, under any circumstances, through Applications or otherwise, repackage or resell the KINDOO Technology or Services or Software or Devices, or any part thereof. YOU are not permitted to use the KINDOO Technology or Services or Software or Devices in any manner that does or could potentially undermine the security the KINDOO Technology or Services or Software or Devices, or any other data or information stored or transmitted using the KINDOO Technology or Services or Software or Devices. In addition, YOU shall not, and shall not attempt to, interfere with, modify or disable any features, functionality or security controls of the KINDOO Technology or Services or Software or Devices, defeat, avoid, bypass, remove, deactivate or otherwise circumvent any protection mechanisms for the KINDOO Technology or Services or Software or Devices, or reverse engineer, decompile, disassemble or derive source code, underlying ideas, algorithms, structure or organizational form from the KINDOO Technology or Services or Software or Devices.
      3. YOU are responsible for maintaining the confidentiality of the login name and password that you create. You agree to use strong passwords (e.g. that contain upper and lower case letters, numbers and symbols), and to maintain the confidentiality of your password. You shall be responsible for all uses of your account and login information, whether or not authorized by you. You must notify us of any unauthorized use of your account, login information or password, and you should immediately change your password to prevent further unauthorized use. You grant us the right to use your Registration Information and any other information you provide in connection with the operation of the Site. We may also use the contact information that you submit to provide you with notices and promotional offers.
    4. System Requirements:
      1. YOU NEED TO USE A PHONE THAT CAN EMIT AND SCAN A BLUETOOTH LOW ENERGYSIGNAL
      2. THE BLUETOOTH OF YOUR PHONE NEEDS TO BE ON
      3. YOUR PHONE NEEDS TO HAVE A STABLE INTERNET CONNECTION
      4. YOU NEED TO BE IN PROXIMITY OF THE KIN WHILE TRYING TO SEND A COMMAND TO THE KIN
      5. YOU ACKNOWLEDGE THAT THE SERVICES MAY NOT WORK AS DESCRIBED WHEN THE ABOVE REQUIREMENTS ARE NOT MET
  2. Services Fees:

    In connection with the provision of Schedule I hereunder by CODE GEARS the Services Fees shall be defined as follows:
    1. An Environment of Type D with two (2) users shall be provided free of charge
    2. During any given month, an Administrator of an Environment of Type D can request to increase the number of allowed users (“NAU”) given that he provided a valid payment method. He can do so by purchasing Permanent Users for a one-time fee and/or by purchasing monthly subscriptions that will be billed monthly.
    3. Monthly Payments shall be based on the maximum NAU reached at any point in time during the previous month (“MNAU”)
    4. An Environment of Type W has one (1) free Digital Card per approved Wiegand Protocol. An Administrator can purchase additional Digital Cards. Once a Digital Card has been issued to a user on a given phone it cannot be used again.
    5. Prices of the Permanent Users, Monthly Subscriptions or Digital Cards will depend on your location and currency. For US customers the following pricing applies:

      Permanent Users: USD 25.00 per user
      Monthly Subscriptions: USD 0.90 per user
      Digital Cards: USD 4.50 per card