This is an End User License Agreement (“EULA”) between ______________ (“Client”) and Kinetech Cloud, LLC (“Kinetech”). This EULA shall be effective immediately after signed by both parties.
Kinetech is a software (SaaS) and full-service consulting technology provider. Kinetech designed, built, maintains, and controls the “GovTech Cloud” by Kinetech, a digitization & workflow intake, notification, disbursement, and case management platform.
Kinetech is continuously deploying enhancements to the GovTech Cloud based on user / customer feedback. Deployments, enhancements, and bug fixes will be deployed at times that limit service disruptions. Access to this Software-as-a-Service (“SaaS”) solution requires an annual license in accordance with Annual License Fee & Payment and executed by an Order Form.
This EULA will renew annually, unless terminated 60 days prior to end date or last automatically renewed period.
As set forth in this EULA, the “GovTech Cloud,” “GovTech by Kinetech”, and any derivation of is the sole property of Kinetech.
All Client data will remain the property of the Client.
Executed by and between Kinetech & Client:
# of Users
# of Years
All of the terms, covenants and conditions set forth in the EULA are incorporated herein by reference as if the same had been set forth herein in full.
Named Users shall not share login credentials and information. "Named User" includes any user who has access to the GovTech Cloud with an authenticated login & user role, as defined by Kinetech. All other users "anonymous / applicant" are not considered named users. GovTech will automatically log a user out of the application if another user logs in with the same credentials.
Client may purchase access for additional Named Users at any time in accordance with this EULA.
Client shall pay the Annual License set forth in the Order Form within thirty (30) days of the signing of this EULA. All fees shall be paid by Automatic Clearing House (“ACH”), wire transfer, check or credit card; provided that an additional 3.2% will be added to all payments made by credit card plus any other additional currency conversion fees.
Annual License and this EULA will automatically renew on each anniversary of the date this EULA is effective until the End Date (the “End Date”), specified in the Order Form, unless Client provides Kinetech written notice at least sixty (60) days prior to the End Date or last relevant renewal.
Kinetech currently uses the services of “Xero” for billing and bookkeeping functions. All invoices will provide detailed information similar to the information provided in the table above. Invoices for each annual renewal (including any additional fees added during the prior year) will be delivered to Client.
Client will pay undisputed invoice amounts within thirty (30) days after receiving Kinetech’s invoice. Client shall have fifteen (15) days after receipt of any invoice hereunder to contest the invoice and may, without engaging in an act of default, withhold payment of fees that Client disputes in good faith. The parties agree to work in good faith to promptly resolve all disputed amounts within thirty (30) days after notice of dispute. Client will pay disputed amounts, if owed, immediately upon dispute resolution.
If Client is otherwise in breach of this EULA or any other agreement with Kinetech, then Kinetech reserves the right to (i) withhold Client’s access, (ii) terminate the account) (iii) assess a late payment penalty of $75.00 per day for each day in excess of the thirty (30) day payment terms that Client is in default or (iiii) seek remedies governed by relevant jurisdiction.
If Client terminates this EULA, then upon request Kinetech will provide the Client the opportunity and means to export all Client data from the GovTech Cloud in a manageable format (csv, excel, postGres SQL, etc) using open source tools.
Client may request to add Named Users at any time. The Annual License Fee will be prorated from the date the Named User is requested by Client until the next Annual Renewal Date. Kinetech will provide an invoice and written confirmation to Client of additional Named Users and all future invoices will reflect such additions. Written confirmation will be provided in the form of an amendment to this EULA.
Client shall pay the prorated Annual License Fee within thirty (30) days of the addition of any Named User(s). Future invoices shall be paid in accordance with Section 6 of this EULA.
Contact Sales for current pricing:
Kinetech will hold in conﬁdence all Client data (as defined herein) and all other confidential and proprietary information of Client that it knows to be conﬁdential or proprietary, or which is clearly marked as such. Kinetech will not use nor disclose any such confidential information for any purpose except to facilitate the transactions contemplated by this EULA. In addition, Kinetech will protect all such confidential information of similar nature and importance, but with no less than reasonable care.
Client will hold in conﬁdence all confidential and proprietary information relating to or provided by Kinetech, whether or not such information is marked “confidential” or “proprietary”. Client will not disclose any such confidential information for any purpose except to facilitate the transactions contemplated by this EULA.
These obligations of conﬁdentiality will extend indefinitely upon execution of this EULA, but will not apply with respect to information that is independently developed by Client or Kinetech, lawfully becomes a part of the public domain, or of which the Client or Kinetech gained knowledge or possession free of any conﬁdentiality obligation.
This EULA does not transfer ownership of any confidential information of any part nor grant a license thereto. The disclosing part will retain all right, title and interest in and to all such confidential information.
Until further notice, Kinetech is only providing virtual training.
All data entered into GovTech by Client or any of its Named Uses or citizens / applicants is the property of Client and Client shall retain all right, title and interest in and to such Client Data. Client is solely responsible for the accuracy and completeness of all Client Data. Kinetech will not modify nor add to the Client Data unless necessary to carry out its obligations under this EULA. Kinetech makes no claim to any right of ownership of Client Data stored in or by using the Kinetech GovTech Cloud.
Kinetech will take commercially reasonable measures to keep Client Data secure and protect against accidental loss, destruction, alteration, disclosure or access; and, will deal with Client Data in accordance with Client’s reasonable instructions.
A backup of all data is made on a daily basis for the GovTech Cloud environments. Backups are stored in secured locations that are geographically dispersed.
Upon the termination of this EULA, Kinetech will protect / back-up any Client Data as required by relevant laws / agreements.
Kinetech retains all right, title and interest in and to, and shall maintain control of, the GovTech Cloud, which includes, without limitation, the application model, user interfaces and the pages, web forms and microflows, as well as any other intellectual property required in the development of the Kinetech GovTech Cloud and any and all other intellectual property owned by Kinetech, including, without limitation, trademarks, copyrights, and patents. Nothing in this EULA is intended to convey any interest in GovTech or any of Kinetech’s intellectual property to Client, except for the limited license to use GovTech. Kinetech represents that the services and products provided hereby will not violate the patent, copyright or other proprietary rights of any third party.
During the term of this EULA, Client may request in writing detailed statements of account from Kinetech with respect to Annual License Fees, Named Users, memory usage, data security and any other information reasonably related to Client’s user of GovTech and this EULA.
Kinetech may audit Client’s use of GovTech at any time. Such audit shall not unreasonably interfere with the business activities of Client. If Kinetech discovers unauthorized use, reproduction, distribution or other exploitation of GovTech, Kinetech will invoice Client for such use and Client shall pay Kinetech such invoiced amount within thirty (30) days of such invoice.
Neither Party shall be bound to fulfil any obligation under this EULA if prevented from doing so because of any instances of blockades, embargoes, government measures, war, revolution and/or any similar state, power failures, faults in electronic communication lines, cable breaks, fires, explosions, water damage, lightning damage, natural disasters, flooding and/or earthquake.
Client hereby grants to Kinetech a world-wide, royalty-free and non-exclusive license to use Client’s name and logo on its website, marketing content and in media releases upon receiving verbal or written permission.
*If a state or municipality has indemnification clauses that conflict with this section, their mandate on indemnification will take precedence.
Kinetech shall defend and indemnify Client against any “Indemnified Claim”, meaning any third party claim, suit or proceeding arising out of, related to or alleging infringement of any patent, copyright, trade secret or other intellectual property right by Kinetech. Kinetech’s obligations in this Section 15 do not apply to the extent that an Indemnified Claim arises out of (i) Client’s breach of this Agreement or (ii) any modification to GovTech in compliance with specifications provided by Client.
Client must give written notice to Kinetech of any Indemnified Claim no later than thirty (30) days after first receiving notice of such Indemnified Claim and must give copies of all communications, notices and other actions relating to the Indemnified Claim to Kinetech. Kinetech shall have sole control of the defense of Indemnified Claim. Client must act in accordance with reasonable instructions of Kinetech and must provide Kinetech such assistance as reasonably requested to defend or settle such Indemnified Claim.
Client may engage its own counsel to assist it with respect to any such Indemnified Claim, provided that Client will bear such costs of hiring separate counsel. Client shall not settle or compromise any Indemnified Claim without Kinetech's express written consent. Kinetech shall be relieved of all indemnification obligations hereunder if Client materially fails to comply with this Section 15.
Client shall defend and indemnify Kinetech against any loss, claim, injury or similar infringement caused by any of Client’s usage of the GovTech Cloud.
The parties are independent contractors and will so represent themselves in all regards. Neither party is the agent of the other, nor may either party make commitments on the other’s behalf.
This EULA represents the entire agreement of the parties with respect to the subject matter herein, and supersedes any prior understandings, whether written or oral. This EULA may not be amended or any part waived except by writing signed by each of the parties.
Client may not assign this EULA or any of its rights or obligations hereunder without Kinetech’s express written consent. Notwithstanding the foregoing, this EULA will be binding upon and inure to the benefit of the parties’ respective permitted successors and assigns.
In the event that any provision of this EULA is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions will continue in full force and effect.
This EULA is governed by and shall be construed in accordance with the laws of the State of Texas, without reference to any conflicts of law principles.
It may be necessary - by law, legal process, litigation and/or requests from public and governmental authorities within or outside your country of residence - for Kinetech to disclose information.
We may also disclose information about you if we determine that disclosure is reasonably necessary to enforce our terms and conditions or protect our operations or trade secrets or users. Additionally in the event of a reorganization, merger, or sale we may transfer any and all personal information to the relevant third party.
Kinetech reserves the right to update its GovTech EULA at any time. When we change the policy in a material way, a notice will be posted on our website along with the updated document.