AWS Accelerator

Terms of service

Terms of Service

Effective Date: September 1, 2022
This Agreement governs your ("Customer", "you", or "your") unpaid use of the Service and by replying "yes" to "I agree to RapidCloud terms" during RapidCloud Activation process, you represent that (1) you have read, understand, and agree to be bound by the Terms of Service set out below ("Agreement"), (2) you are of legal age to form a binding contract with Kinect Consulting, LLC ("Kinect" "we," "our," or "us," and collectively with Customer, the "Parties"), and (3) you have the authority to enter into this Agreement personally or on behalf of the company or other organization you have named as the user, and to bind that entity to this Agreement. In the event you are agreeing to this Agreement on behalf of a company or organization, "Customer," "you," and "your" will refer to the entity you are representing.

We may update this Agreement from time to time by providing you with notice of material changes. The most current version of this Agreement will be posted on https://rapid-cloud.io (the "Site"). Any changes to this Agreement will be effective immediately for all users in instances to comply with applicable law, for new users of the Service and, for all other users, any changes to this Agreement will be effective as of fifteen (15) days after posting notice of such changes on the Site. If we determine in our sole discretion that an update is material, we will provide notice of such material change to you through the Service, Site, and/or by email to the email address of your account administrator. We may require you to provide consent to the updated Agreement in a specified manner before further use of the Service is permitted. If you do not agree to any change(s), you may notify us of any objection pursuant to the 'Notices' section below, and your sole remedy is to stop using the Service by closing your Account. Any such termination by you shall be without penalty except as specified in the Agreement. Otherwise, your continued use of the Service constitutes your acceptance of such change(s). Please check the Site regularly to view our then-current Agreement.
1. The Service

1.1. Use of the Service. Kinect grants to Customer during the term of this Agreement the right to use and access the Service for its internal business purposes only in accordance with the Documentation and this Agreement. We may choose to modify or discontinue the Service, including any portions of the Service, as we update our offerings and add more features. We may stop, suspend, or modify the Service and related services at any time without prior notice to you. If we suspend or terminate your use, we will try to let you know in advance if practicable.

1.2. Customer Users and Affiliates. The employees and contractors of Customer or Affiliates may access and use the Service on Customer's or Affiliate's behalf (each, a "User"). Each User may be required to provide a username, email address, password, API keys, or other sensitive or personal information to create and manage an Account ("Login Credentials") and must keep its Account and Login Credentials confidential and not share them with anyone. Kinect uses and collects Login Credentials for account management and support in accordance with the Kinect's General Data Privacy Notice (currently located at https://www.wfscorp.com/en/privacy-center). Customer is responsible for its Users' compliance with this Agreement and the actions taken through the Account. If Customer becomes aware of any compromise of a User's credentials, Customer will let Kinect know as soon as possible.

1.3. Support. Kinect provides support to Customer via the public RapidCloud Documentation Center located at https://kinect-rapid-cloud.s3.amazonaws.com/docs/README.html..

1.4. Restrictions. Customer will not (and will not permit anyone else to) do any of the following: (a) use the Service to develop a similar or competing product or service; (b) obtain or attempt to obtain the Service by any means or device with intent to avoid paying the fees that would otherwise be payable for such access or use; (c) reverse engineer, decompile, disassemble, or seek to access the source code, algorithms, or non-public APIs to the Service or any related features, except to the extent expressly permitted by law (and then only with prior notice to Kinect); (d) modify or create derivative works of the Service or copy any element of or related features with the Service (other than authorized copies of the Software); (e) publish benchmarks or performance information about the Service; (f) perform any security integrity review, penetration test, load test, denial of service simulation, or vulnerability scan on the Service; or (g) sublicense the Service to a third party. To ensure compliance with this Section, Kinect may monitor or review use of the Services and investigate suspected violations of this Agreement.
2. Customer Data

2.1. Customer Data. Kinect refers to the data, information, or content that Customer and Users generate using the Service as "Customer Data."

2.2. Use of Customer Data to Provide the Service. Kinect needs a limited license to Customer Data in order to provide the Service. Customer grants Kinect a non-exclusive, worldwide right to use, copy, store, transmit, display, modify, and create derivative works of the Customer Data, to the extent necessary to manage, improve, and provide the Service and related services, as well as to provide support to Customer.

2.3. Obligations.

(a) Customer is responsible for Customer Data, including its content and accuracy. Customer agrees that its use of the Service and related features will comply with the Documentation..

(b) Customer represents and warrants to Kinect that it has all necessary rights, consents, and permissions to grant Kinect the rights in Section 2.2 (Use of Customer Data to Provide the Service) and to use and submit Customer Data to the Service, all without violating or infringing any applicable laws, third-party rights (including intellectual property, publicity, or privacy rights), or any terms or policies governing Customer Data.

(c) Third-Party Services. Customer may choose to use the Service together with Third Party Services. Customer acknowledges that Third-Party Services do not form part of the Service and that Customer's use of Third-Party Services is subject to Customer's agreement with the relevant provider and not this Agreement. For clarity, because Third-Party Services are not controlled by Kinect and do not form part of the Service, Kinect bears no responsibility or liability for Third-Party Services, including their security, availability, functionality, or inoperability, or any effect they may have on your Customer Properties or how the Third-Party Services or their providers use Customer Data. Use of the Service with a Third-Party Service does not expand Customer rights or our obligations under this Agreement.
3. Disclaimers

THE SERVICE, SUPPORT, AND ALL RELATED KINECT SERVICES ARE PROVIDED "AS IS". KINECT MAKES NO WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT. KINECT DOES NOT WARRANT THAT USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT WE WILL REVIEW CUSTOMER DATA FOR ACCURACY, OR THAT WE WILL MAINTAIN CUSTOMER DATA WITHOUT LOSS. KINECT IS NOT LIABLE FOR ISSUES WITH THE SERVICE DUE TO CUSTOMER NOT INSTALLING THE LATEST VERSION OF THE SOFTWARE OR DELAYS, FAILURES, OR PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE OUR CONTROL. KINECT MAKES NO WARRANTIES CONCERNING RESULTS TO BE ACHIEVED FROM THE SERVICE. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS, BUT ANY STATUTORILY REQUIRED WARRANTIES WILL BE LIMITED TO THE SHORTEST LEGALLY PERMITTED PERIOD.
4. Confidentiality

4.1. Confidential Information. For the purposes of this Agreement, the Parties define "Confidential Information" to mean any of the information disclosed under this Agreement that is designated by the disclosing party as proprietary or confidential, or that should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its disclosure. Kinect's Confidential Information includes any technical, pricing, or performance information about the Service or related services.

4.2. Obligations. As receiving party, each party will (a) hold in confidence and not disclose Confidential Information to third parties except as permitted in this Agreement, and (b) only use Confidential Information to fulfill its obligations and exercise its rights in this Agreement. The receiving party may disclose Confidential Information to its employees, agents, contractors, subcontractors, and other representatives having a legitimate need to know such Confidential Information, provided the receiving party remains responsible for their compliance with this Section 4 and such parties are bound to confidentiality obligations no less protective than this Section 4.

4.3. Exclusions. These confidentiality obligations do not apply to information that the receiving party can document: (a) is or becomes public knowledge through no fault of the receiving party; (b) it rightfully knew or possessed prior to receipt under this Agreement; (c) it rightfully received from a third party without breach of confidentiality obligations; (d) it independently developed without using the disclosing party's Confidential Information; or (e) is Customer Data. The receiving party may disclose Confidential Information if required by law, subpoena, or court order, provided (if permitted by law) it notifies the disclosing party in advance and cooperates in any effort to obtain confidential treatment.

4.4. Remedies. Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone may be an insufficient remedy. Each party may seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach of this Section 4.
5. Ownership

Neither Party grants the other any rights or licenses not expressly set out in this Agreement. Except for Kinect's use rights in this Agreement, as between the Parties, Customer retains all intellectual property and other rights in Customer Data. Except for Customer's use rights in this Agreement, Kinect retains all intellectual property and other rights in the Service, the Documentation, and related Kinect technology, services, templates, formats, and dashboards, including any modifications or improvements to these items made by Kinect. If you provide Kinect with feedback or suggestions regarding the Service or other Kinect offerings, we may use the feedback or suggestions without restriction.
6. Limitations of Liability

6.1. Liability Cap. KINECT'S ENTIRE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE LIMITED TO ONE DOLLAR ($1).

6.2. Consequential Damages Waiver. KINECT WILL NOT HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOSS OF USE, LOST DATA, LOST PROFITS, FAILURE OF SECURITY MEASURES, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THEIR POSSIBILITY IN ADVANCE.

6.3. Nature of Claims and Failure of Essential Purpose. THE WAIVERS AND LIMITATIONS IN THIS SECTION 6 APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE AND WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE.
7. Indemnification

7.1. Indemnification. Customer will defend Kinect from and against any third-party claim to the extent related to or arising from Customer Materials, Customer Data, or Customer's breach or alleged breach of (a) this Agreement, or (b) any applicable law or regulation, and Customer will hold harmless and indemnify Kinect against any damages or costs awarded against Kinect (including reasonable attorneys' fees) or agreed in settlement by Customer resulting from the claim. Customer may not settle any claim without Kinect's prior written consent if settlement would require the indemnified party to admit fault or take or refrain from taking any action. Kinect may participate in a claim with its own counsel at its own expense.
8. Term and Termination

8.1. Term. This Agreement starts on the date you agree to terms during RapidCloud Activation process and continues until terminated as specified herein.

8.2. Termination. Basic Tier users may terminate this Agreement at any time by notifying Kinect at support@rapid-cloud.io. Premium Tier users paying by credit card may terminate this Agreement by clicking "Cancel Subscription" on the RapidCloud Account Info console page. You may still use RapidCloud until the end of your billing cycle. Premium Tier users paying by invoice may terminate this Agreement by notifying Kinect at support@rapid-cloud.io. You may still use RapidCloud until the end of your billing cycle.

8.3. Effect of Termination. Upon expiration or termination of this Agreement, Customer's access to the Service will immediately cease and Customer must stop using the Service. Confidential Information may be retained but will remain subject to this Agreement's confidentiality restrictions. Kinect will have no liability to you related to suspension or termination of this Agreement or your Account.

8.4. Survival. These Sections survive expiration or termination of this Agreement: 1.4 (Restrictions), 2.4 (Obligations), 3 (Disclaimers), 4 (Confidentiality), 5 (Ownership), 6 (Limitations of Liability), 7 (Indemnification), 8 (Term and Termination), 9 (Technical Services), 10.2 (Governing Law, Jurisdiction, and Venue), 10.3 (Notices), 10.4 (Entire Agreement), and 10.5 (Waivers and Severability).
9. Technical Services

9.1 Technical Services. From time to time, Customer may choose to engage Kinect for training, enablement, or other technical services in respect of the Service ("Technical Services"). Technical Services are not required in order for Customer to use and access the Service. Customer agrees that Technical Services do not form part of the Service, are to be procured in a separate statement of work, and may result in additional charges.
10. General Terms

10.1. Assignment. Customer may not assign this Agreement without the prior written consent of Kinect. Any non-permitted assignment is void. This Agreement will bind and inure to the benefit of Customer's permitted successors and assigns.

10.2. Governing Law, Jurisdiction, and Venue. This Agreement is governed by the laws of the State of Florida and the United States without regard to conflicts of laws provisions or the United Nations Convention on the International Sale of Goods. The jurisdiction and venue for actions related to this Agreement will be the state and United States federal courts located in Miami, Florida, and both Parties submit to the personal jurisdiction of those courts.

10.3. Notices. Notices to you will be deemed given upon email to your account administrator. Kinect may also provide notices to you electronically, including but not limited to through the Site or Service, which shall be deemed given to you upon dispatch including if the last email address you provided to us is invalid, or for any reason that any such notice is not capable of delivery to you. Customer may update its address with notice to Kinect in accordance with this Section 10.3 (Notices). You are responsible for providing us with your most current email address and updating it as applicable. You may give us notice at: Kinect Consulting, LLC, 9800 NW 41st Street, Miami, FL 33178, Attn: Legal. Such notice shall be deemed given when received by Kinect by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the foregoing address.

10.4. Entire Agreement. This Agreement, the Documentation, and any addenda or policies otherwise made available on the Site by Kinect is the Parties' entire agreement regarding its subject matter and supersedes any prior or contemporaneous agreements regarding its subject matter. Customer's use of the Service is not contingent on delivery of any future functionality or features. This Agreement applies to the Service only, and does not apply to any paid Kinect offering. This Agreement applies to all additional features, modules, or pre-release, preview, and beta products available to Customer. In this Agreement, headings are for convenience only and "including" and similar terms are to be construed without limitation. The terms in any Customer purchase order, business form, online terms (i.e. click-wrap or browse-wrap), or invoicing portal will not amend or modify this Agreement and are expressly rejected; any of this documentation is for Customer's own administrative purposes only and is not binding on Kinect.

10.5. Waivers and Severability. Waivers must be signed by the waiving party's authorized representative and cannot be implied. If any provision of this Agreement is held invalid, illegal, or unenforceable, it will be limited to the minimum extent necessary so the rest of this Agreement remains in effect.

10.6. Force Majeure. Kinect is not liable for any delay or failure to perform any obligation under this Agreement due to events beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, Internet or utility failures, refusal of government license, or natural disaster.

10.7. Independent Contractors. The Parties are independent contractors, not agents, partners, or joint venturers.

10.8. Open Source Software. To the extent Kinect separately makes leverages other open source software ("OSS") for download (e.g. community tools), such code is governed by the terms of the applicable OSS license. To the extent required, the license for any OSS included in the Software, identified in the Documentation, will apply to the OSS instead of this Agreement.

10.10. Anti-Corruption and Export. Customer will, and will cause its employees, consultants, and agents to, comply with the US Foreign Corrupt Practices Act of 1977 and the UK Bribery Act 2010. Customer agrees to comply with all applicable laws administered by the U.S. Commerce Bureau of Industry and Security, U.S. Treasury Office of Foreign Assets Control, or other governmental entity imposing export controls and trade sanctions ("Export Laws"), including designated countries, entities, and persons ("Sanctions Targets"); and agrees not to directly or indirectly export, re-export, or otherwise deliver the Service to a Sanctions Target, or broker, finance, or otherwise facilitate any transaction in violation of any Export Laws. Customer represents that Customer is not a Sanctions Target or prohibited from receiving the Service. The Service will be used for non-prohibited, commercial purposes by non-prohibited Users and will not be exported or transferred to China or any Sanctions Target.

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(305) 428 - 8255

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Miami, FL 33178
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