Retail Experience Development - Terms & Conditions | Kasasa

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Terms of use agreement

Last Modified on July 7, 2018

These KASASA PREMIUM SHOP SERVICES TERMS AND CONDITIONS ("T&Cs"), together with the terms agreed to in the Master Services Agreement and/or License & Services Agreement ("MSA"), applicable Product Exhibit(s), or any other attachments (collectively, the "Agreement"), set forth the terms and conditions pursuant to which Kasasa, Ltd. ("We", "Us", "Our") will provide Services (defined below) to You. Capitalized terms used in these T&Cs which are not defined herein shall have the meanings set forth in the Agreement.

  1. SERVICES. These T&Cs will govern any and all additional mystery shop services We perform for You outside the scope of the mystery shop obligations set forth in the Agreement ("Services"). Services may include, but are not limited to, (i) mystery shopping phone calls to Your branches and employees where We will attempt to contact You, via phone, posing as a potential customer and report feedback on Our experience and quality of service specific to Our Products ("Shop(s)""), (ii) periodic reporting of Shop results, and (iii) digital recordings of each successful contact with an employee when available and authorized. In the event that You have licensed more than one Product in which Shops may apply, then We will use reasonable efforts, but are not obligated, to conduct Shops on the applicable Products.
  2. OBLIGATIONS.
    1. Our Obligations.
      1. We will perform the number of Shops requested by You through Our site at kasasa.com/premiumshops, or as otherwise designated by Us ("Site") each calendar quarter, commencing no later than the next full calendar quarter after purchase (January 1, April 1, July 1, or October 1) (each a "Quarter"), unless otherwise agreed upon by the parties. If Your initial purchase of Services occurs after a Quarter has commenced, then We may, at our discretion, commence the Services during that Quarter. You may modify the number of Shops on the Site upon at least 10 days advanced notice before the next Quarter.
      2. Completed/Abandoned Shops: We will attempt to contact one of Your employees, representatives, agents or independent contractors at one of Your branch locations ("Employee") up to 3 times, at varying times and days, in order to make successful contact ("Completed Shop"). If We are unable to contact an Employee after 3 attempts, it will be considered an "Abandoned Shop". You will be obligated to pay for all Shops, whether it results in a Completed Shop or Abandoned Shop.
      3. Deliverables: At the end of each Quarter, We will deliver (i) a quarterly report of Shops, if applicable; and (ii) digital copies of each recording of Completed Shops, when available (collectively, "Deliverables"). The Deliverables will be sent to any individual(s) designated by You no later than 10 business days following their availability.
    2. Your Obligations. As stated in the Agreement, if necessary, to comply with applicable state and federal laws, You will obtain advance written authorization for the recording of customer service phone conversations from any of Your current and future employees that may participate in a Mystery Shopping call and if You are unable to obtain such advance written authorization from said employees, You will notify Us within five business days of becoming aware of Your inability to comply. You may decline Mystery Shopping recording.
  3. FEES.
    1. Shop Fees. You agree to pay the fees arising or relating to the Services requested by You ("Fees"). We will send You an invoice for the Services after the completion of the applicable Quarter. If You fail or refuse to pay the Fees within 30 days of invoice date, then We may, at Our sole discretion suspend or terminate the Services.
    2. Expenses/Taxes. Services may include purchasing products and/or services from third parties, as further set forth in the Agreement. When applicable, these services will be outlined and billed to You, and You agree to pay for such costs or expenses. When applicable, You agree to pay any and all sales, use, and other taxes and charges imposed by any federal, state, or local governmental entity.
    3. Additional Payments/Charges. Changes to the cost of Services may be periodically required due to circumstances beyond Our control, including, but not limited to, changes in business strategy or ineffectiveness of certain Shops. Under these circumstances, You hereby grant Us sole discretion to reallocate and reapply funds to Services that We reasonably believe will best benefit You.
  4. TERM & TERMINATION. The term will commence as set forth in Section 2.1.1. and will renew Quarterly until terminated by either party upon at least 30 days advanced notice before the end of the applicable Quarter ("Notice"). Your Notice must be submitted to Us through the Site, or as otherwise requested by Us. The Notice will be deemed received when you receive a confirmation from Us. Termination of the Services does not affect any terms of the Agreement; all terms and obligations of the Agreement will remain in full force and effect.
  5. WARRANTY. This warranty supersedes any other warranty regarding Services that may be found in the Agreement: We warrant that We will perform the Services in a reasonably timely and professional manner. If We fail to do so, and You have notified Us in writing of such failure within 5 business days of the receipt of such Services, We will re-perform the Services. If We are unable to re-perform, You may terminate the applicable Service, and We will reallocate or refund the amount You paid for the nonconforming Services. Other than the warranty described above, Services are provided as is, and WE AND OUR PARTNERS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIM OTHER WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, OR AS TO THE RESULTS YOU MAY OBTAIN ON ACCOUNT OF THE PROVISION OF OR YOUR USE OF OR ACCESS TO THE SERVICES.
  6. LIMITATIONS OF LIABILITY.
    1. IN NO EVENT WILL WE NOR ANY OF OUR PARTNERS, HAVE ANY LIABILITY TO YOU FOR ANY LOSS OF DATA, LOST PROFITS, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES ARISING FROM THE PRODUCTS, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER THEORY OF LIABILITY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    2. In no event shall Our aggregate liability to You for any reason, and upon any cause of action, will be limited up to 100% of the fees actually paid to Us by You in the current Quarter. This limitation applies to all causes of action in the aggregate, including, without limitation, breach of contract, breach of warranty, negligence, strict liability, misrepresentations, and other contractual or tortious claims.
    3. THE PARTIES ACKNOWLEDGE AND AGREE THAT THIS SECTION IS AN ESSENTIAL ELEMENT OF THIS AGREEMENT AND THAT, IN ITS ABSENCE, THE ECONOMIC TERMS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT.
  7. MODIFICATION. These T&Cs may be periodically updated by Us, including modifications, additions, or deletions of material provisions. Your continued use of the Services following these changes constitutes your acceptance of the revised T&Cs. We may send you a notice or email when the T&Cs are modified, but it is solely Your responsibility to check or contact Us for periodical changes to the T&Cs. Unless agreed to otherwise, in writing, termination of the Services pursuant to the terms therein shall be Your sole recourse if you do not agree to any modification to these T&Cs.