Last Update: October 18, 2024
The herein terms, conditions and provisions constitute Terms of Use which set out the terms and conditions under which individuals and companies may use the Software/application “Law Firm WorkFlow management” by Shiponi Kiss LLC, (“Kiss System” or “Software”). These Terms of Use comprise a legal agreement between Shiponi Kiss LLC and you, the person or entity accessing and using Kiss System (“You” or “User” or “Client” or “Licensee”). Shiponi Kiss LLC (“Licensor”) owns, operates and maintains the Kiss System. By having the Kiss System installed on your computers and/or accessing and/or using the Kiss System, you are deemed to have read Terms of Use and you agree to be bound by the Terms of Use which shall govern your access and use of the Kiss System and all applicable laws and regulations.
1. Description of Services
The Kiss System is a data and information management platform. Shiponi Kiss LLC does not verify, review, evaluate, screen or confirm any of the information you input into the Kiss System, nor does it secure your information in any way.
2. Grant of a License and License Fees
Shiponi Kiss LLC grants Client a non-exclusive, limited, and non transferable license to use the Kiss System that comprise Client’s Subscription/License subject to Client timely payment of its License Fee at the rate noted in Schedule A – “Fee Schedule & Term” made part hereof, which may be adjusted from time to time by mutual written consent of the parties. The License is limited to the time period paid for (“Term”) and can be renewed provided Client does not violate these Terms of Use. Additional payment or subscription is required for each additional Term. Separate License Fees are required for each business entity or user and Client agrees to pay a license fee for each User, all as noted in Schedule A. The License Fee shall include technical support and upgrades of the Software.
Client agrees that it will not rent, lend, or transfer any products or services that may comprise Client’s License or Subscription or any of its rights under these Terms of Use without the express written permission of SHIPONI KISS LLC.
You agree that any fees associated with the use of the Software are considered final payments and are non-refundable.
3.Software provided as-is
Licensor warrants that it has the right to provide the Software to Licensee hereunder.
Licensor shall make all reasonable efforts to make the Software products function in substantial accordance with the published documentation and applicable user support guides (“Knowledge Base”) found within the Licensor website, subject to Client meeting the minimum system requirements and timely making payments.
Licensor provides the Software to Licensee “as is.” Licensor makes no warranties or representations that the Software is free of errors or defects, or that it adequately performs the functions it is intended to perform. Licensee, upon request, may receive a demonstration of the Software to ensure its acceptability for Licensee’s purpose prior to putting the Software in use. Licensor is under no obligation to update or correct defects or errors in the Software. If Licensor does provide Licensee with updates or corrections, the terms and conditions of this Agreement shall apply.
THE SOFTWARE IS PROVIDED “AS IS” AND LICENSOR MAKES NO OTHER WARRANTIES WITH RESPECT TO THE SOFTWARE, INCLUDING BUT NOT LIMITED TO THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
4.Proprietary Rights and Restrictions on Use
Licensee recognizes that the Software, and customizations, updates or corrections, if any, are the property of, and all rights thereto, are owned by Licensor. Licensee also acknowledges that such are a trade secret of Licensor, are valuable and confidential to Licensor, and that its use and disclosure must be carefully and continuously controlled.
Title and absolute ownership of the Software, and customizations, updates or corrections, if any, shall at all times remain with Licensor (even if any such customizations or updates were made at the advice and/or recommendations of Licensee).
Shiponi Kiss LLC reserves all intellectual property rights, including but not limited to, copyright, trade-marks, domain names, design rights, brand elements, database rights, patents, and all other intellectual property rights of any kind, whether registered or unregistered that are associated, directly or indirectly, with the Software.
Licensee shall keep the Software, and customizations, updates and/or corrections, if any, free and clear of any claims, liens and encumbrances attributable to the use or possession of the Software by Licensee. Any act of Licensee, whether voluntarily or involuntarily, purporting to create a claim of encumbrance shall be void.
The Software is for the sole use of Licensee and shall be used only for the purpose set forth in these Terms of Use.
Licensee shall treat the Software, and customizations, updates and/or corrections, if any, as confidential and proprietary, and shall protect it in the same manner that it protects the confidentiality of its own information. Licensee will not:
Licensee agrees to promptly notify Licensor if it obtains information as to any unauthorized possession, use or disclosure of the Software by any person or entity, and further agrees to cooperate with Licensor in protecting Licensor’s proprietary rights.
In addition to complying with these Terms of Use, you agree to use the Software for lawful purposes only and in a manner consistent with all applicable local, national or international laws and regulations, including all privacy and personal information laws.
The Software shall not be used where, and to any extent, such use is prohibited by law.
Shiponi Kiss LLC encourages all Users to report any misconduct, misuse or unlawful activities of other Users.
Please contact Shiponi Kiss LLC at [email protected].
If Licensee, its officers, agents, or employees, breach any provision of these Terms of Use, such breach must be cured within thirty (30) days of receipt of Licensor’s written notice describing such breach. If such breach is not cured within the thirty (30) days after receipt of the notice, Licensee shall pay Licensor reasonable monetary payments for loss and/or damages related to such breach.
5.Technical Support
Technical support and troubleshooting for reported issues that are directly related to the Software product(s) licensed to Client is included as part of Client’s license/subscription, as provided in this Paragraph, so long as the particular Software product is a version of the Software that was released in the twelve (12) months preceding the request for support. Licensor shall not be obligated to provide technical support or to cure issues regarding third-party applications, customizations, integrations with third-party applications, internet or local network connectivity, Client’s local infrastructure or workstations, Client’s hardware or issues caused by Client’s users, agents, or other technology providers. Included with Client’s License/Subscription is access to Licensor standard technical support, during Technical Support business hours.
Any request for Licensor to perform technical support, services, or any deliverables that are outside the scope of Technical Support shall require a Professional Services engagement, provided on a time and materials basis by Licensor and its Affiliates at the prevailing hourly rate.
6.Use of Microsoft
Certain parts of the Software may include the use of Microsoft products or services. Client shall purchase license to any Microsoft products used, install same on its computers and obey to Microsoft’s terms and conditions.
7.Client’s Data
Any information, including but not limited to data belonging to Client or any third-party entered by Client into the Kiss System shall be referred to as “Client’s Data”. Client shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and ownership of all of the Client Data. Client hereby grants Licensor permission during the Term of Client’s License/Subscription to access Client Data for the purposes of fulfilling any contractual obligations Licensor has with Client.
8.Termination by Client
Client may not terminate its License/Subscription for any reason other than a material breach of these Terms which remains uncured for sixty (60) days from Licensor receipt of Notice of the alleged breach (the ‘”Cure Period”). In order for a Notice of material breach to be deemed sufficient, Client must identify the specific contractual obligation that was breached by Licensor, provide particular facts to support the allegation of breach, and must cooperate with and provide access to Licensor in order for Licensor to observe, replicate, and troubleshoot the reported issue throughout the Cure Period. If after giving the requisite notice of an alleged material breach, Client refuses to allow Licensor to evaluate the nature of the alleged breach or otherwise fails to cooperate with Licensor’s efforts to cure the alleged breach, Licensor shall be relieved of any obligation to cure the alleged breach, and will eliminate Client’s ability to terminate Client’s License/Subscription for cause (with respect to that alleged breach). For termination of Client’s License/Subscription for any reason other than for cause, Client shall pay the Early Termination Fee, which shall be equal to any remaining unpaid portion of the License Fee for the Term.
9.Upgrades and improvements
All upgrades and improvements to the Software are included as part of Client’s license/subscription and will be provided for no additional charge, except that Licensor may charge a fee to install the upgrades and improvements on Client’s system.
10.Data Protection
Client shall have the sole and absolute responsibility and liability for the protection and security of all data and information entered by Client to the Software, whether saved on the Client’s hardware or saved by 3rd parties designated by Client (e.g. cloud, Amazon servers, etc.).
11.Termination of Registration
Shiponi Kiss LLC reserves the right, in its sole discretion, to terminate your License in the event that Shiponi Kiss LLC determines you are not eligible to use the Software or have violated any of the provisions of the Terms of Use in any way.
12.Limitation of Liability
YOU ACKNOWLEDGE THAT ANY USE OF OR RELIANCE ON THE KISS SYSTEM OR THE SERVICES IS COMPLETELY AT YOUR OWN RISK.
LICENSOR SHALL HAVE NO LIABILITY TO LICENSEE FOR ANY DAMAGE SUSTAINED BY LICENSEE AS A RESULT OF LICENSEE’S USE OF THE SOFTWARE, WHETHER SUCH DAMAGES WOULD ARISE AS A RESULT OF DAMAGES TO LICENSEE, BREACH OF CONTRACT, TORT OR OTHERWISE.
LICENSEE ACKNOWLEDGES AND AGREES THAT THE CONSIDERATION WHICH LICENSOR IS CHARGING HEREUNDER DOES NOT INCLUDE ANY CONSIDERATION FOR ASSUMPTION BY LICENSOR OF THE RISK OF LICENSEE’S CONSEQUENTIAL OR INCIDENTAL DAMAGES WHICH MAY ARISE IN CONNECTION WITH LICENSEE’S USE OF THE SOFTWARE AND DOCUMENTATION. ACCORDINGLY, LICENSEE AGREES THAT LICENSOR SHALL NOT BE RESPONSIBLE TO LICENSEE FOR ANY LOSS-OF-PROFIT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE LICENSING OR USE OF THE SOFTWARE.
UNDER NO CIRCUMSTANCES SHALL SHIPONI KISS LLC BE LIABLE TO YOU OR TO ANY OTHER PARTY, FOR ANY LOSSES, DAMAGES FOR LOSS OF BUSINESS PROFITS, LOSS OF BUSINESS OPPORTUNITY, BUSINESS INTERRUPTION, LOSS OF GOOD WILL, DAMAGE TO BUSINESS REPUTATION, LOSS OF BUSINESS INFORMATION, WORK STOPPAGE, LOSS OF DATA, COMPUTER FAILURE OR MALFUNCTION, COSTS OR DAMAGES OF ANY KIND OR NATURE WHATSOEVER THAT ARE SUFFERED OR INCURRED IN ANY CONNECTION WITH THE USE OF (OR THE INABILITY TO USE) THE KISS SYSTEM, SERVICES, OR ANY SHIPONI KISS LLC CONTENT OR THIRD PARTY CONTENT (REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY, INCLUDING FOR BREACH OF CONTRACT, WARRANTY, TORT, NEGLIGENCE, EQUITY, STRICT LIABILITY, BY STATUTE OR OTHERWISE AND REGARDLESS OF THE OCCURRENCE OF A FUNDAMENTAL BREACH OR FAILURE OF ESSENTIAL PURPOSE).
IN NO EVENT WHATSOEVER SHALL ANY OF SHIPONI KISS LLC, ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, AFFILIATES, AGENTS AND THIRD-PARTY CONTRACTORS, SUPPLIERS AND LICENSORS (COLLECTIVELY THE “COMPANY PARTIES“) BE LIABLE FOR ANY SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES OF ANY KIND OR NATURE WHATSOEVER THAT ARE SUFFERED OR INCURRED IN ANY CONNECTION WITH THE USE OF THE KISS SYSTEM, OR RELIANCE ON, ANY SHIPONI KISS LLC CONTENT OR OTHER INFORMATION OR DATA CONTAINED ON OR PROVIDED THROUGH THE PLATFORM, OR SERVICES, OR LOSS OF OR DAMAGE TO FILES OR DATA OR ANY COSTS OF RECOVERING OR REPRODUCING ANY FILES OR DATA OR LOSS OF USE OR LACK OF AVAILABILITY OF SERVICES OR ANY BUSINESS INTERRUPTION OR LOSS OF REVENUE OR PROFIT OR ANY OTHER ECONOMIC LOSS WHATSOEVER) HOWEVER CAUSED AND REGARDLESS OF THE FORM OR CAUSE OF ACTION AND WHETHER OR NOT FORESEEABLE, EVEN IF THE SHIPONI KISS LLC PARTIES OR ANY OF THEM HAS BEEN INFORMED IN ADVANCE OR OUGHT REASONABLY TO HAVE KNOWN OF THE POTENTIAL FOR SUCH DAMAGES.
THE ESSENTIAL PURPOSE OF THIS PROVISION IS TO LIMIT THE POTENTIAL LIABILITY OF SHIPONI KISS LLC ARISING FROM THE USE OF THE KISS SYSTEM BY LICENSEE.
13.Indemnification
You agree to indemnify and hold Shiponi Kiss LLC, its parents, subsidiaries, affiliates, officers and employees, harmless from any claim, demand, or damage, including reasonable legal fees, asserted by any third party due to or arising out of the Users use of or conduct respecting the Software.
14.Miscellaneous
You agree that these Terms of Use shall be exclusively governed by, construed and interpreted in accordance with the laws of the State of New York and federal laws,if applicable. In the event of a dispute under these Terms of Use, such dispute shall be resolved in the Courts of competent jurisdiction in New York County.
These Terms of Use constitutes the entire, complete and exclusive statement of the agreements and understandings between the parties hereto and supersedes any and all prior express implied agreements or understandings between the parties hereto concerning the subject matter hereof. No amendment, waiver or other alteration of this Agreement may be made except by mutual agreement in writing.
If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected thereby and the parties shall negotiate replacement provisions for those provisions which are held invalid, illegal or unenforceable which as closely as possible express the intent of those provisions.
All notices to Licensor shall be delivered in writing to Licensor at the address noted in Licensor’s website www.shiponikiss.com and all notices to Licensee shall be delivered in writing at the address noted by Licensee in Schedule A.
No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving Party.
These Terms of Use and the License to use the Software are not assignable, transferable, or to be sub-licensed by You except with Shiponi Kiss LLC’s prior written consent. Shiponi Kiss LLC may assign, transfer, or delegate any of its rights and obligations hereunder without Your consent.
Shiponi Kiss LLC may revise these Terms of Use at any time without notice. By using the Software, you are agreeing to be bound by the current version of the Terms of Use.
The links on the Software to other websites or resources, including those operated by parties other than Shiponi Kiss LLC are provided for your convenience. Shiponi Kiss LLC is not responsible for the availability of such websites or resources and does not endorse or accept responsibility for the content of such external websites or resources and has no responsibility for or control over the terms of service or privacy policy (if any) of the operators of the external websites or resources.
Your access and viewing of any third party websites or resources is conducted at your own risk.
Any principle of construction or rule of law that provides that an agreement shall be construed against the drafter of the agreement in the event of any inconsistency or ambiguity in such agreement shall not apply to these terms and conditions.
The various headings in these Terms of Use are inserted for convenience only, and shall not affect the meaning or interpretation of this Agreement or any paragraph or provision hereof.
These Terms of Use set forth herein constitute the entire agreement between Licensor and Licensee relating to the Software and supersede all prior agreements, discussions and understandings between them, whether oral or written, relating to the subject matter hereof. These Terms supersede any prior edition of the Terms of Use.
15.Contact Us
If you have any questions about the Terms of Use, or need to provide notice to, or communicate with, Shiponi Kiss LLC under the Term of Use, please contact Shiponi Kiss LLC by clicking Contact Us, or by delivery in person, by courier or by the mail, to Company at:
Shiponi Kiss LLC Inc.
15 Verbena Avenue, Suite LL2
Foral Park NY 11001
Client Name:
Contact Person:
Client Address:
Client Tel.
Client Email:
Number of computer stations:____,
The License Fees payable by Client shall be $50.00 per month for each computer station, plus applicable taxes payable by Client that are required to be collected by Licensor pursuant to any applicable laws.
payment is required in advance for each Term. The Initial Term shall be One (1) Year and shall be automatically renewed subject to a maximum price increase of 15% or the Consumer Price Index, whichever is higher.
Client will be charged a fee of $50 for any returned payment, including but not limited to any check or Automated Clearing House transaction that is deemed invalid due to insufficient funds. Any fees due under these Terms that are greater than 15 days past due shall bear interest at the rate of one and one-half percent per month. In event of a default or non-payment or chargebacks, Client shall be deemed in breach of the Terms of Use and Licensor shall suspend Client’s License and lock/freeze access to the Software until all payments are made. During such suspension time Client’s access to the Software will either be prohibited or otherwise rendered inoperable, and Client will not have the ability to access, import or manipulate data within the Software. If Client wishes to reinstate its License/Subscription after suspension, Client must make its account current and pay a re-activation fee of $300 (“Re-Activation Fee”).
