Terms of Service

Version 1.0 - Effective as of January 1, 2023

reviewr.ai AG

1 Scope

These terms and conditions ("Terms") apply to the access to, and the use of the analytical tools, datasets, data services, web scrapping services and other related services ("Services") as described on https://www.kadoa.com/ ("Website") and offered by reviewr.ai AG, c/o Impact Hub Zürich AG, Sihlquai 131, 8005 Zürich, Switzerland ("Kadoa"). To access or use the Services, you ("Customer") have to agree to these Terms. The Customer enters into a legally binding agreement ("Agreement") with Kadoa upon its acceptance of these Terms. Any other written document (including electronic writing) that references these Terms and is agreed between the parties applies in descending order to the Terms.

Any deviation from the Terms not anticipated by the Terms requires an explicit reference to the altered clause of the Terms. General terms and conditions of the Customer are excluded unless they have been expressly accepted by Kadoa. If the Customer does not agree to these Terms, the Customer may not use or access the Services.

Unless explicitly stated otherwise, any reference to goods and services on the Website is for informational purposes only and does not constitute an offer to buy or sell any goods or services. The Customer represents and warrants that they are not a person or entity barred from using the Services under the laws of Switzerland, their place of residence, or any other applicable jurisdiction. Accounts registered by bots or automated methods are not authorized and will be terminated.

2 Services

2.1 Registration

The Customer may need to register or create an account to access and use all or part of the Services. The registration process is described on the Website or in electronic writing.

The Customer must provide accurate, current, and complete information during registration and keep their account information up-to-date.

The Customer is responsible for maintaining the confidentiality and security of their account credentials and may not disclose their credentials to any third party. The Customer is responsible and liable for activities conducted through their account and must immediately notify Kadoa if there is any suspicion that their credentials have been lost, stolen, or their account is otherwise compromised.

2.2 General

The Services allow the Customer to enter data to be extracted. The use and scope of the Services depends on the agreed subscription, for which Kadoa offers different pricing tiers ("Pricing Tiers"). Each Pricing Tier offers different or additional functions and features. The functions may include further conditions, as described on the Website.

3 Rights & Obligations of Kadoa

Kadoa:

makes the Services available to the Customer and uses reasonable care and skill in the performance of the Services and in keeping the Services free from viruses and other malicious software programs.
provides the Customer with reasonable support during Kadoa's business hours.
guarantees an availability of the Services of at least 98% during 24 hours, excluding holidays, weekends and scheduled maintenance. Downtime (e.g. for additional maintenance) announced by Kadoa reasonably in advance will not be counted towards the minimum availability.
may subcontract third parties for all its obligations under the Agreement.
is liable to the Customer for its subcontractors and ensures that subcontractors are bound to appropriate confidentiality and data protection obligations.

Kadoa may amend the Agreement, including the applicable fees, from time to time at its sole discretion by notifying the Customer. The Customer should only use the Services upon acceptance of the changes to the Terms. The Customer's continued use of the Services following any amendments indicates acceptance of the changes to the Terms.

Kadoa constantly develops and improves its Services and may modify or either temporarily or permanently stop providing the offered Services or any part of them at its sole discretion. In case of material changes to the Services, i.e., changes significantly altering the nature and scope of the Services provided to the Customer according to the Agreement, Kadoa will notify the Customers that are directly affected by such changes, and where reasonably possible.

Kadoa reserves a right to ask the Customer to provide feedback through forms, questionnaires, and polls in order to improve their Services ("Feedback"). Kadoa may use, or not use, any such Feedback, without any obligation, whether financial or otherwise, to the Customer. The Customer assigns all rights (including but not limited to intellectual property rights), title, and interest in the Feedback to Kadoa and acknowledges it has no claim in relation to the Feedback.

3. Rights & Obligations of Kadoa

All content on our Site, including text, images, software, and other materials, is protected by copyright, trademark, and other intellectual property laws. You may not use any content from our Site for commercial purposes without obtaining a license to do so from us or our licensors.

4 Rights & Obligations of the Customer

The Customer agrees to use the Services in compliance with the Agreement and all legal and moral obligations applicable in the territory where they are located.

The Customer is obliged to:

cooperate in the performance of this Agreement to the necessary extent free of charge;
provide Kadoa with all necessary information, documents, materials, access, software, data, as well as competent staff, and anything else reasonably required for the provision of Services;
inform Kadoa immediately if errors or faults occur and to support Kadoa in the analysis and, if necessary, in the elimination of errors and faults to the extent required.

If the provision of Services under this Agreement is delayed due to the Customer's failure to comply with their duty to cooperate or due to other circumstances for which the Customer is responsible, the Customer shall bear the disadvantages and additional costs incurred. The Customer must immediately inform Kadoa of all circumstances within its sphere that might endanger or may be relevant to the providing the Services and all misuses or suspicions of misuse of the Services.

The Customer may not:

circumvent or attempt to circumvent any security protection of the Services;
use the Services in unlawful or fraudulent ways or for any unlawful or fraudulent purpose or effect;
access the Services via any automated system or take any action that may impose an unreasonable load on Kadoa's infrastructure;
bypass the measures that Kadoa may use to prevent or restrict access to or use of the Services.

The Customer agrees it will not, unless with Kadoa's prior written permission:

try to decompile, scrape, or reverse engineer the Services or any part of them, or derive the source code;
copy, modify, distribute, reproduce, translate, disassemble or use in any other way any information, text, graphics, images, software obtained from the Services, or any other part of the Services;
exploit the Services, any part of them or any content contained on the Service through data mining or any other similar activity

5 Customization

Kadoa and the Customer may agree on customized features of the Services in a separate order form. Customer will take all reasonable steps to assist Kadoa in the agreed customization, including by providing necessary technical access as well as required information.

The Customer will provide requirement descriptions and actively participate in the testing, implementation, or customization of the Services with its relevant stakeholders.

Kadoa will provide access to the customized Services or parts thereof in accordance with the agreed customization timeline. The Customer is responsible for promptly examining each customized Service or parts thereof upon receiving access and must report any defects to Kadoa within 5 business days in electronic writing. If the Customer fails to notify Kadoa thereof, the customization is considered to be accepted.

If the Customer notifies a defect or Kadoa fails to deliver a customization in time, the Customer agrees to grant Kadoa a reasonable grace period to cure the defect or default in the customization.

Kadoa does not assume any liability for minor deviations of the customized features from the agreed customization features, as long as such deviations do not affect the usability of the Services.

Kadoa only provides access to customized Services so long as the applicable Pricing Tier is paid along with any other agreed-upon fee for the customization.

6 Fees & Payment

The Pricing Tiers to access the Services are specified on the Website or further agreed between the parties.

The Customer must pay the fees via the payment methods made available by Kadoa. All fees are charged automatically in advance, and invoices are due within 14 days. Late payments result in an interest rate of 5% p.a.

For consulting and additional support services not included in the respective Pricing Tier, Kadoa charges an hourly rate as agreed upon in electronic writing. Such fees are invoiced after they have been provided and are due within 30 days.

If not explicitly stated otherwise, all fees are in CHF and exclude VAT and other applicable taxes.

Kadoa may change its fees from time to time. Any price changes will apply no earlier than 30 days before the end of the relevant subscription period.

In case the Customer does not pay the applicable fees as agreed between the parties and after notice of non-payment, Kadoa reserves the right to limit or suspend access to the Services. In case of a suspension, the Customer remains liable for all charges and fees incurred during the suspension period. Except where prohibited by law, all fees are non-refundable.

7 Term & Termination

The Agreement is concluded for auto-renewing subscription periods as agreed between the Parties and remains in full force and effect until its termination by either party.

Subscriptions may only be terminated upon 30 days' notice prior to the end of a subscription period, unless otherwise agreed between the parties.

If the Customer disagrees with a material change to the Agreement (including changes of the respective fees), the Customer may terminate the Agreement within 30 days from Kadoa's notice of such change. Such termination is effective from the date the changes take effect for the Customer or the delivery date of the termination notice if it occurred after the changes took effect.

Termination does not affect any rights, obligations, or liabilities of either party that have accrued before or are intended to stay effective beyond termination.

8 Intellectual Property

Kadoa retains all rights, titles, and interests to its own intellectual property, including all copyrights, inventions, trademarks, designs, domain names, know-how, trade secrets, data and other intangible property rights ("Intellectual Property Rights"). All Intellectual Property Rights in the Services or any part of them remain vested in Kadoa.

The Customer may not sell, sublicense, allow access or make the Services or any part of them otherwise available to unauthorized third parties.

8.1 Right to access the Services

Kadoa grants the Customer a limited, non-exclusive, non-transferable, revocable, temporary, and limited right to access and use the Services by means of the account. This limited right is subject to compliance with the Agreement.

If applicable, the Customer's account may be used by multiple other users who have been authorized by the Customer.

If this right is stipulated in electronic writing, the Customer is responsible for:

ensuring that the number of users gaining access to the Services is not unreasonable;
the users it provides access to;
ensuring that users they provided access to do not breach any of the clauses in the Agreement.

The right to access and use the Services begins with the creation of the account and expires with the deletion of the account.

8.2 Right to use the Deliverables

The Services create data extracts ("Deliverables") based on the inputs made by the Customer and the Deliverables are made available to the Customer in the formats available on the Website. The Intellectual Property Rights of the Deliverables remain with Kadoa. The Customer may use such Deliverables for internal purposes, but may not commercially exploit such Deliverables in the form as provided by Kadoa.

Kadoa grants the Customer the right to commercially use the Deliverables to create presentations, invoices, research, statistics, reports or similar derivative works ("Derivative Data") provided that in each case the Customer warrants that:

the Derivative Data is altered in such a manner that it is different from the Deliverables so that the Deliverables cannot be identified or derived from analysis, processing, or reverse-engineering of the Derivative Data; and
the Customer shall be responsible, liable and hold Kadoa harmless for all damages resulting from uses Customer's use of the Deliverables.

Also, the Customer shall:

take the necessary technical and organizational measures to restrict access to the Deliverables, with the exception of employees that require access to the Deliverables;
not use the Deliverables and any Derivative Data other than explicitly permitted hereunder.

Systematic retrieval (e.g. scraping) of content from the Services outside of the use agreed between the parties for any purpose without the prior written permission of Kadoa is strictly prohibited.

9 Confidentiality & Privacy

Kadoa treats the confidential information of the Customer with adequate confidentiality standards and processes the Customer's personal information only as needed.

Kadoa collects and processes personal data as described in its Privacy Policy available at https://www.kadoa.com/privacy. Kadoa protects the collected personal data by means of appropriate technical and organizational measures and in accordance with the data protection legislation applicable in Switzerland and the European Union.

The Customer authorizes Kadoa to use, process, and store relevant data for the performance of the Agreement and to use anonymized data to improve its services or for analysis purposes.

10 Liability & Indemnity

Kadoa is fully liable to the Customer for damages resulting from Kadoa's gross negligence or wilful misconduct. In all other cases, Kadoa's liability under the Agreement is excluded to the maximum extent permitted under applicable law.

Neither party may recover from the other party, regardless of the legal reason, any amount with respect to loss of profit, data, or goodwill, or any consequential, incidental, indirect, punitive, or special damages in connection with claims arising out of this Agreement or otherwise relating to the Services, whether or not the likelihood of such loss or damage was contemplated.

Kadoa will not be held liable for inaccuracy or incompleteness of the Services, or the incompatibility of the Services with any specific objectives that the Customer is hoping to achieve.

Neither party shall be liable for any failure to perform its obligations under this Agreement (other than payment obligations) caused by circumstances beyond the parties' reasonable control (force majeure).

11 Warranties & Representations

The Customer acknowledges that the Services are provided "as is" and "as available", and Kadoa makes no warranties or representations of any kind related to the Services, Deliverables or the information and materials contained thereon. Kadoa makes the Services available to the Customer and uses reasonable care and skill in the performance of the Services.

Kadoa does not guarantee that the Services are error-free and will function without any interruption or disruption. Kadoa may at its own discretion carry out maintenance or improvements to the Services and its infrastructure, and the Customer acknowledges that this may result in temporary delays and interruptions from time to time. Where reasonably possible, Kadoa will inform the Customer about potential interruptions in advance. Any further warranty is excluded.

12 Marketing

The Customer entitles Kadoa to use the Customer's name, logo, and a brief description of the services provided for advertising purposes on the Website and other marketing or investment materials. Any other use requires the prior consent of the other party.

13 Miscellaneous

Entire Agreement: The Agreement constitutes the entire agreement between Kadoa and the Customer, and supersedes all prior agreements, between the parties relating to the subject matter of the Agreement.

Notices: Notices must be given in writing, including e-mail, and need to be communicated:

To Kadoa's attention: via e-mail to: support@kadoa.com
To Customer's attention: by publishing on the Website or where explicitly agreed between the Parties via e-mail to the last e-mail address provided for this purpose by the Customer. It is the Customer's responsibility to keep provided contact information current.

No Assignment: The Customer may not assign any of their rights, obligations, or claims under the Agreement without Kadoa's previous consent.

Severability: If any provision of the Agreement (in whole or part) is held to be illegal, invalid or otherwise unenforceable, the other provisions will remain in full force and effect.

Governing Law & Jurisdiction: This Agreement, and all claims or causes of action that may be based upon, arise out of or relate to this Agreement shall be governed by and construed in accordance with the substantive laws of Switzerland, excluding its conflict of law provisions and the United Nations Convention on Contracts for the International Sale of Goods (CISG). The ordinary court at the seat of Kadoa has exclusive jurisdiction for all disputes arising from or in connection with the Agreement.

Links: The Services may contain third-party content or links to third-party websites. Kadoa does not assume any responsibility for and does not make any warranties or representations as to any third-party content or websites, including but not limited to the accuracy, subject matter, quality, or timeliness.