February 21, 2025.
These Product-Specific Terms (“Terms”) are additional product specific terms which apply to any Services provided by Madkudu Inc. (“Madkudu”) to the party that executes an order form for such services (“Customer”) through Madkudu’s distribution partner (“Agreement”). MadKudu reserves the right to update these Terms from time to time. We will post any updates on this website and/or notify you. Your continued use of the Services after any such changes constitutes your acceptance of the new terms. These Terms form an agreement between Customer and Madkudu. Each is individually referred to as a Party and together the Parties.
“Customer” means the entity accessing or using the MadKudu Services identified in the distributor partner order form.“Customer Data” means non-public data provided by Customer to MadKudu to enable the provision of the Services or data generated by Customer through the use of the Services.“Services” means MadKudu services, website, and related products and offerings.
2.1 MadKudu will provide Customer with the Services described in the distribution partner’s order form (“Order Form”)
2.2 MadKudu grants Customer a limited, non-exclusive, revocable, non-sublicensable, non-transferable license to use and access the Services, for the applicable term described in the Order Form. Customer’s use of the Services includes the right to access all functionalities available in the purchased services.
2.3 MadKudu reserves the right to modify, enhance, or update the Services from time to time in its sole discretion ("Changes") without degrading its functionalities or security features. Changes may include, but are not limited to, modifications to functionality, features, user interface, security measures, underlying technology, or performance of the Services.
2.4 MadKudu shall provide technical support and maintenance services for Services in accordance with its standard support policies.
2.5 MadKudu allows Customer to easily integrate any third-party tool to the Services, which allows Customer to use these third-party integrations in connection with the Service, nonetheless, MadKudu does not warrant or support third-party products and disclaims all responsibility and liability for these items, their use or their access to the Service, including the modification, deletion, disclosure, or collection of your Customer Data. Third party services are provided pursuant to the terms of the applicable third-party license or separate agreement between the third-party service provider and Customer.
3.1 Customer shall use the Services in a responsible and professional manner consistent with the intended and permissible uses herein and consistent with standard industry practice. Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by MadKudu or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels.
3.2 Customer represents, covenants, and warrants that Customer will use the Services only in compliance with these Terms and all applicable laws and regulations.
4.1 MadKudu warrants that the Services will substantially perform in accordance with the documentation available on its support portal and MadKudu shall use its best reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by MadKudu or by third-party providers, or because of other causes beyond MadKudu’s reasonable control, but MadKudu shall use reasonable efforts to provide advance notice in writing, by email, or via an in-app notification of any scheduled service disruption. However, MadKudu does not warrant that the services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services. Except as expressly set forth in this Agreement, the Services are provided “as is” and MadKudu disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement.
4.2 Customer acknowledges and agrees that, in the course of its engagement with MadKudu, MadKudu may provide, receive, or otherwise have access to Customer Data that is personal data or personal information as defined under applicable data protection and privacy laws. For purposes of compliance with applicable data protection and privacy laws, the Parties agree to the terms of MadKudu’s standard Data Processing Addendum, which is incorporated by reference into these Terms.
5.1 MadKudu hereby agrees to indemnify and hold harmless Customer against any third-party damages, losses, liabilities, settlements and expenses (as well as Customer’s reasonable costs of defense and attorneys’ fees) in connection with any claim or action brought by a third party that arises (a) from an alleged violation by MadKudu of applicable laws or regulations in connection with the performance of its obligations under these Terms or (b) from a claim that MadKudu’s provision of the Services violates any third-party intellectual property, contractual, or other third party right.
5.2 Customer hereby agrees to indemnify and hold harmless MadKudu against any third-party damages, losses, liabilities, fines, settlements and expenses (as well as MadKudu’s reasonable costs of defense and attorneys’ fees) in connection with any claim or action that arises from: (a) Customer’s violation of any provision of these Terms, (b) Customer’s sending of any information, messages, or materials to any lead processed by MadKudu in violation of any law or the rights of any third party, or (c) Customer’s failure to comply with any applicable laws, regulations, or governmental orders in connection with the performance of its obligations under these Terms.
6.1 Notwithstanding anything to the contrary in these Terms, neither party nor its suppliers (including, but not limited to, equipment and technology suppliers), officers, affiliates, representatives, contractors, or employees shall be liable for any of the following under any theory of contract, negligence, strict liability, or otherwise:
6.1.1 Any errors or interruptions in the use of the Services, loss, inaccuracy, or corruption of data, costs related to the procurement of substitute goods, services, or technology, or any loss of business;
6.1.2 Any indirect, exemplary, incidental, special, or consequential damages;
6.1.3 Any matter beyond such party's reasonable control;
7. The liability of each Party for damages or alleged damages hereunder, whether in contract, tort, or any other legal theory, is limited to, and will not exceed an amount equal to the total fees paid by the Customer for MadKudu Services during the 12 months preceding the event giving rise to the liability, this applies whether or not a party has been advised of the possibility of such damages. However, the foregoing limitations shall not apply to claims or losses arising from (a) a Party's indemnification obligations under these Terms; or (b) gross negligence or willful misconduct by either Party.
8. These Terms shall be governed by the laws of the State of California without regard to its conflict of laws provisions and any disputes arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts located in Santa Clara County in the state of California.
