KAI DATA: Terms of
Service and Use Agreement
KAI DATA, LLC. (KAI DATA) is a provider of real estate lead
systems of For-Sale-By-Owner (FSBO) leads, Expired leads, and other real estate
related technology solutions. Subscriber is a real estate agent or other
professionals that desire to utilize KAI DATA products and services.
NOW, THEREFORE, in consideration of the mutual covenants and
benefits expressed herein, the parties agree as follows:
The following definitions as used in this Agreement shall
have the following meanings:
“Software” shall mean any and all software products produced
by KAI DATA for licensing. This shall include, but not be limited to, the KAI
DATA expired system and any third party software bundled with the KAI DATA
expired system. “KAI DATA Leads” shall mean any and all leads sold by KAI DATA
to Subscriber, and may include, but is not limited to: FSBO Leads, Expired
Leads, Foreclosure Leads, and Prospecting Leads.
“Subscriber” shall mean a real estate agent or other
professionals that desire to purchase KAI DATA products and services, or a real
estate agent who assists KAI DATA with initial testing of KAI DATA products and
services free of charge or for a reduced fee.
“Subscriptions” shall represent the products and services
purchased by the Subscriber upon signing up. Examples may include: a
subscription to FSBO Leads, Expired leads, Foreclosure Leads, etc.
“Billing Cycle” shall mean the period between billings for
products and services, either monthly, quarterly (3 months), semi-annual (6
months) or annual (12 months).
"Pricing Schedules" shall mean Schedule A of this
Agreement when applicable. Schedule A is applicable to a Subscriber who elects
a quarterly, semi-annual or annual Subscription, but Subscriber prefers to make
monthly payments instead of paying the entire quarterly, semi-annual or annual
fees at the beginning of each Billing Cycle.
KAI DATA hereby grants a limited, non-exclusive,
non-transferable, revocable license to use the Software subject to the terms
and conditions set forth in this Agreement. This license permits the Subscriber
to utilize this software only for its intended use, and Subscriber agrees not
to utilize it for anything other than its intended use, and not to reverse
assemble, reverse compile, otherwise translate or redistribute the Software.
Subscriber agrees not to share, copy, or otherwise re-distribute the Software
without the express written consent of KAI DATA, LLC. The license granted
hereunder provides that a copy of the Software may only be used by the
Subscriber. Concurrent or simultaneous use on two or more computers is
prohibited, unless multiple licenses are granted. Subscriber further agrees not
to disseminate or disclose their accounts username or password, nor to allow
anyone else to utilize their account for access to the KAI DATA systems.
License: KAI DATA hereby grants a limited, non-exclusive,
non-transferable, revocable limited license to KAI DATA Leads for which the
Subscriber has received as part of his or her Subscriptions. This limited
license permits the Subscriber to utilize KAI DATA Leads for their individual
purposes. Subscriber acknowledges that KAI DATA Leads are KAI DATA's trade
secret, proprietary information, and agrees not to share, copy, reproduce, or
redistribute KAI DATA Leads without the express written permission of KAI DATA.
Subscriber acknowledges that Kai Data may limit the amount of leads provided.
Subscriber further agrees not to disseminate or disclose their accounts
username or password, nor to allow anyone else to utilize their account for
access to the KAI DATA systems.
DATA has made reasonable best efforts to ensure accurate information in all KAI
DATA Leads and data append services, and to provide it in a timely, accurate
manner, including, if applicable, reliable acknowledgment of individuals listed
on the National Do Not Call Registry. However, KAI DATA assumes no
responsibility for the accuracy of KAI DATA Leads or any errors,
misrepresentations, or inaccurate information contained therein. Further, KAI DATA assumes no responsibility
for researching or warning Subscriber of home and cell telephone numbers that
are listed in the Do Not Call Registry and Do Not Call Compliance (DNC) is the
responsibility of the Subscriber. KAI DATA provides its content “as is” and
without warranties of any kind, either expressed or implied.
KAI DATA warrant uninterrupted, error free functionality for its products and
Subscriber agrees to become familiar with and all
legalities of any calls performed by the KAI DATA Dialer, by understanding the laws
and regulations found on the following websites:
- www.ftc.gov - Federal Trade Commission
- www.fcc.gov - Federal Communications
- www.donotcall.gov - National Do Not Call
Subscriber agrees to comply with all laws, ordinances,
regulations, and requirements of local, provincial, and federal governmental
authorities governing dialing, autodialing, and automatic, power, or predictive
dialers. Subscriber agrees to immediately mark any and all individuals
requesting to not be called as Do Not Call status within the lead manager on
Subscribers individual Do Not Call list. Subscriber agrees to provide legal
contact information in any outbound campaign within the initial greeting
message. Subscriber agrees to responsibly dial each campaign with courtesy to
the recipients for which it is meant. Subscriber agrees not to send any calls
to life-line services, such as hospitals, fire, police, 911, or utility related
telephone numbers. Subscriber also agrees to not send any sales outbound
broadcasts to recipients that have not consented to receiving such a broadcast.
Subscriber agrees to use Do Not Call and opt-out features made available to you
within the lead manager. Subscriber agrees to consult with an attorney before
dialing any data for which customer is unfamiliar, or if legalities of dialing
and Intellectual Property Rights
Subscriber acknowledges and agrees that Software and KAI
DATA Leads are KAI DATA trade secrets, and proprietary products and information
protected under U.S. copyright and intellectual property laws. Subscriber further
acknowledges and agrees that all rights, title and interest in and to the
Software and KAI DATA Leads, including any associated intellectual property
rights, are and shall remain with KAI DATA. This Agreement does not convey an
interest in or to the Subscriber, but only a limited license revocable in
accordance with terms of this Agreement.
Subscriber authorizes KAI DATA to invoice Subscriber and
process the Subscriber's credit card for payment according to
Subscriber's Billing Cycle. At the end of each Billing
Cycle, the agreement shall automatically renew for an additional term equal to
the original service plan until Subscriber cancels the service by providing
written notice to KAI DATA in accordance with the cancellation policies of KAI
DATA. In the event that KAI DATA is not able to process payment from the
Subscriber at the beginning of a renewal term, either because the credit card
has expired or for any other reason, KAI DATA reserves the right to change
Annual and Quarterly Billing Cycle to a Monthly Billing Cycle at the then
current subscription rate. KAI DATA will attempt to provide notice to
Subscriber and Subscriber may determine to update the payment information, and
may also elect to change the service plan to a different Plan type.
Information and Charges
Charges: KAI DATA will charge subscriber for the following
Subscription Charge: Recurring fee to receive services and
limited use licenses for the Software and KAI DATA Leads. This charge is
determined by the Subscribers billing choices decided upon signup or as
modified at their request. This charge is automatically billed at the beginning
of each Billing Cycle.
Subscription charge amounts will be provided at time of sign
up. All recurring charges are subject to change. Any change made to recurring
charges will be made known to subscriber before changes are made.
Data Restrictions: The KAI DATA Expired Leads service is a
data append service which appends missing owner contact information for Expired
MLS listings. Due to the costs associated with the research of such contact
information to KAI DATA, Subscriber agrees that KAI DATA may restrict the
Subscriber's search criteria (areas, type or price range) within the MLS in the
event it becomes cost-prohibitive for KAI DATA to continue the initial agreed
upon search criteria. On certain dates with excessive numbers of listings (i.e.
January 1), KAI DATA may also restrict the number of searches per Subscriber.
KAIDATA reserves the right to terminate service for any
Subscriber at any time at its sole discretion.
Subscriber may terminate their Subscriptions at any time by
emailing a cancellation request to support@KAIDATASYSTEMS.com
or mailing in a written cancellation request to the KAI DATA Corporate Office:
3814 West Street, Ste. 208, Cincinnati, Ohio 45227. Subscriber will receive a
prompt 100% refund if this is done within the first seven (7) days of use. In
order to avoid a renewal of the Subscription term, the email must be received
at least five (5) business days prior to the beginning of the Subscriber's next
Billing Cycle. There will be no refunds under any other circumstances,
including partial use of service or termination of service prior to end date.
In the event of early termination of a Quarterly or Annual contract, in which
Subscriber makes monthly payments, the remaining Quarterly or Annual balance
will be due in 30 days.
Subscriber understands and agrees that in the event that KAI
DATA is unable to resolve computer related technical issues that Subscriber may
terminate service at any time with no expectation of a refund of fees.
As applicable to Subscribers of KAI DATA Expired leads, and
for markets in which KAI DATA provides the expired listing assistant program:
Subscriber is a licensed Real Estate Agent and wishes to engage KAI DATA to be
Subscriber's personal assistant to create an export file and/or automation from
Subscriber's MLS account for personal use within Subscriber's KAI DATA system
or email. Subscriber is responsible for ensuring that any actions taken or any
services or software requested from KAI DATA under this Agreement are in
compliance with all applicable laws and MLS regulations in all jurisdictions in
and to which the services are provided by KAI DATA. Subscriber is also
responsible for ensuring that both KAI DATA and Subscriber are authorized under
all applicable MLS and state and federal laws and regulations to allow KAI DATA
to act as Subscriber's personal assistant and obtain necessary authentication
information for the exportation of MLS data. In consideration of the above KAI
DATA agrees to act as the personal assistant for Subscriber, and to assist them
in the process of exporting the MLS data for which they are authorized to
utilize within their business.
Subscriber acknowledges that confidential information may be
obtained during the course of doing business and over the term of this Agreement.
This information may include operations and affairs of KAI DATA, including
particular methods and procedures used by it to conduct business, and agree
that all records, data, materials, and all other information and equipment
provided by KAI DATA are the sole property of KAI DATA and remain so after
termination of this Agreement. Subscriber agrees to surrender all such
information or material to KAI DATA on demand or upon termination of this
Agreement by either party.
Subscriber agrees that by subscribing to KAI DATA services
they will have received confidential information about KAI DATA, and that for a
period of 60 months, irrespective of cause of termination of said agreement,
Subscriber will not engage either directly or indirectly, personally or by any
agent, use, disclose, copy, reproduce, disseminate, or otherwise produce in
oral, written or electronic fashion, to any person, firm, or corporation, the
name, or by means of any corporate or other device, in an Expired Listing or
For-Sale-by-Owner (FSBO) lead service. Nor will Subscriber use knowledge of the
business for the benefit of themselves or other persons, or divulge information
or data concerning KAI DATA, including, customer names, prices, terms or
particulars of KAI DATA, whether by sale, gift, or any device, subterfuge or
evasion. Subscriber will in good faith protect the goodwill of KAI DATA.
KAI DATA shall not be liable for any claims relating to the
Software and this Agreement, including any cause of action sounding in
contract, tort, or strict liability. In any event, the liability of KAI DATA
shall not exceed the license fee paid to KAI DATA for use of the Software. In
no event shall KAI DATA be liable for any loss of profits; any incidental,
special, exemplary, or consequential damages; or any claims or demands brought
against me, even if KAI DATA has been advised of the possibility of such claims
Subscriber shall indemnify, hold harmless and defend the KAI
DATA and its respective employees, officers and directors from and against any
and all damages, losses, liabilities, actions, proceedings (whether legal or
administrative), demands and expenses (including but not limited to reasonable
attorney fees) threatened, asserted or filed by a third party against the KAI
DATA, relating to Subscriber's account and/or relations with the KAI DATA. By
subscribing to KAI DATA, Subscriber agrees not to disclose any assigned codes,
including passwords and usernames to others. Subscriber also agrees not
distribute the information contained in the product, service to any person or
organization, by any means, printed electronic or other.
Subscriber acknowledges that in certain circumstances
matters outside of KAI DATA's, reasonable control may happen that will cause a
disruption of service; including, without limitation, labor disturbances, Force
Majeure, failure of a communications carrier to provide lines or service,
governmental regulations or interference, accidents, fires, explosions,
terrorism or from any other similar or dissimilar cause. KAI DATA will not be
held responsible for interruptions to its Software or services.
All warranties, representations, indemnities, covenants and
other agreements of the parties hereto shall survive the execution, delivery
and termination of this Agreement. This Agreement shall insure to and bind the
successors and assigns of the respective parties hereto.
This Agreement shall be deemed to have been executed in the
State of Utah and shall be interpreted and construed according to the laws of
the State of Utah, without giving effect to any conflict of laws provisions.
The parties hereby consent to the jurisdiction of the federal and state courts
located in the State of Utah.
Service and Use Agreement Acknowledgement
To acknowledge and agree to the KAI DATA Term of Service and
Use Agreement (“Use Agreement”), the Subscriber shall fill out this Use
Agreement (Vulcan 7 Registration form) completely, read and initial each
section of this Use Agreement and sign the last page. Then print ALL pages and
fax back to the fax number provided on page one (1) of this Vulcan 7
Authorization and Activation of Subscription
Upon acceptance by KAI DATA of the Subscriber's Vulcan 7
Registration form, which is to include the initialization of each section of
this Use Agreement and a signature on the last page of this Use Agreement, KAI
DATA shall contact Subscriber and Subscriber shall authorize KAI DATA to
invoice Subscriber and process the Subscriber's credit card for payment
according to Subscriber's Billing Cycle and the Terms of this Agreement. When
such payment is received by KAI DATA, it shall activate the Subscriber's Subscription.
In the event Subscriber elects a quarterly, semi-annual or
annual Subscription and prefers to make monthly payments instead of paying the
entire quarterly, semi-annual or annual fees at the beginning of each Billing
Cycle, KAI DATA shall provide Subscriber with Schedule A. Subscriber shall
elect the appropriate Subscription (quarterly, semi-annual or annual), sign
Schedule A, print ALL pages and fax back to the fax number provided on Schedule
A. By signing Schedule A and faxing it to KAI DATA, Subscriber authorizes KAI
DATA to invoice Subscriber and process the Subscriber's credit card for payment
according to Schedule A and the Terms of this Agreement. When such payment is
received by KAI DATA, it shall activate the Subscriber's Subscription.