Terms of Service

Effective Date: January 1, 2023

1. Introduction

Kaster provides a business-to-business software-as-a-service (SaaS) platform designed to streamline contractor compliance and contract administration processes. These Terms of Service (“Terms”) govern Client’s access to and use of Kaster’s services, software, and platform (collectively, the “Services”). By using the Services, Client agrees to comply with and be bound by these Terms.

‍

2. Acceptance of Terms

By signing up for, accessing, or using the Services, Client acknowledges and agrees to these Terms. If Client does not agree, Client may not access or use the Services.

‍

3. Authority to Bind

By entering into these Terms, Client represents and warrants that the individual accepting these Terms on Client’s behalf has the legal authority to bind Client to these Terms, and that Client is a duly organized and validly existing entity authorized to conduct business in its jurisdiction.

‍

4. Services Provided

Kaster provides access to a cloud-based compliance management system for contractors and subcontractors. Specific features, functionalities, and service levels are described in Client’s subscription plan and related agreements.

‍

5. Account Registration and License

Client must register an account to use the Services.
Client is responsible for maintaining the confidentiality and security of account credentials.
Kaster grants Client a limited, non-exclusive, non-transferable, and non-sublicensable license to access and use the Services during Client’s active subscription term, solely in accordance with these Terms.
Client may not copy, modify, distribute, sublicense, resell, or otherwise make the Services available to any third party without Kaster’s prior written consent.

6. Payment and Renewal

Fees are outlined in Client’s subscription plan.
Payments are due as specified in the applicable invoice or subscription agreement.
Each Subscription Term automatically renews for successive terms of equal duration unless either party provides written notice of non-renewal at least thirty (30) days before the end of the current term. Kaster may modify subscription pricing for renewal terms with written notice at least thirty (30) days in advance.
All prepaid subscription fees are final and non-refundable once Services have been activated. Early cancellation does not entitle Client to any refund or credit.
Late payments may result in suspension or termination of Client’s access to the Services.

7. Terms and Termination

The initial Subscription Term is twelve (12) months from the Service Start Date as defined in the applicable subscription agreement, unless otherwise stated. The Agreement will automatically renew for successive twelve (12)-month terms unless either party provides written notice of non-renewal at least thirty (30) days before the end of the current term.
Either party may terminate this Agreement immediately if the other party materially breaches these Terms and fails to cure such breach within thirty (30) days of written notice.
Client may request a copy of its data in a commonly used format at any time during the active subscription term or within thirty (30) days after termination, provided that all outstanding fees are paid in full. Kaster will make commercially reasonable efforts to fulfill such requests promptly.
Upon termination, Client’s access to the Services will be disabled, and data may be permanently deleted after thirty (30) days.
Termination does not relieve Client of any payment obligations accrued prior to the effective date of termination, and all prepaid fees are non-refundable.

‍

8. Confidentiality

Both parties agree to maintain the confidentiality of all proprietary or confidential information disclosed during the term of this Agreement. Confidential Information includes, but is not limited to, business processes, customer data, financial information, technical documentation, and trade secrets.

Each party agrees to protect the other’s Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable standard of care.

The obligations in this section do not apply to information that: (a) is or becomes public through no fault of the receiving party; (b) was lawfully known by the receiving party prior to disclosure; (c) is received lawfully from a third party without restriction; or (d) is independently developed without use of the disclosing party’s Confidential Information.

‍

9. Data, Privacy, and Security

Kaster may process personal data in accordance with applicable data-protection laws.
Client retains ownership of all data uploaded or submitted through the Services.
By using the Services, Client grants Kaster a limited, non-exclusive, worldwide, royalty-free right to use, store, and process anonymized, aggregated, or de-identified data derived from Client’s use of the Services for analytics, benchmarking, algorithmic improvement, and overall service enhancement.
Kaster follows industry best practices for data security and privacy, including encryption of data in transit and at rest, regular backups, and internal access controls.

10. Intellectual Property and Custom Work

Kaster retains all rights, title, and interest in and to the Services, including software, documentation, designs, trademarks, logos, and related intellectual property, whether registered or unregistered.
Any configurations, integrations, or customizations developed by Kaster for Client shall remain Kaster’s exclusive property unless otherwise agreed in writing. Client receives a non-exclusive right to use such deliverables solely in connection with the Services.
Client may not use Kaster’s trademarks, logos, or branding without prior written consent.

11. Warranties and Disclaimers

Kaster warrants that it will perform any implementation, configuration, or integration services in a professional and workmanlike manner consistent with industry standards.
Except for the foregoing limited warranty, the Services and deliverables are provided “as is” and “as available,” without warranties of any kind, whether express, implied, statutory, or otherwise, including implied warranties of merchantability, fitness for a particular purpose, or non-infringement.
Kaster does not warrant that the Services will be uninterrupted or error-free.
Kaster is not a law firm and does not provide legal, accounting, or professional advice. Client is responsible for obtaining such advice from qualified professionals.

12. Limitation of Liability

To the fullest extent permitted by law, Kaster’s total cumulative liability arising out of or related to this Agreement, whether in contract, tort, or otherwise, shall not exceed the total amount paid by Client for the Services during the twelve (12) months immediately preceding the event giving rise to the claim.

Kaster provides technology solutions to assist Client in managing compliance documentation and related activities; however, Client remains solely responsible for fulfilling its legal, regulatory, or contractual obligations.

In no event shall Kaster be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or any loss of profits, revenue, or data, even if advised of the possibility of such damages.

The foregoing limitation shall not apply to damages arising from Kaster’s gross negligence or willful misconduct.

‍

13. Indemnification

(a) Client Indemnity. Client agrees to indemnify, defend, and hold Kaster and its affiliates harmless from all claims, damages, losses, and expenses arising out of Client’s use of the Services, violation of law, or breach of these Terms.

(b) Kaster Indemnity. Kaster agrees to indemnify and hold Client harmless from any third-party claims alleging that the Services, when used as permitted under these Terms, infringe a third party’s intellectual property rights. Kaster’s obligations shall not apply to claims arising from (i) modifications to the Services made by parties other than Kaster; (ii) use of the Services in combination with non-Kaster products; or (iii) misuse or unauthorized use of the Services.

‍

14. Force Majeure

Neither party shall be liable for delays or failures in performance due to causes beyond its reasonable control, including natural disasters, acts of government, labor disputes, or internet outages. Performance shall be excused for the duration of the event.

‍

15. Assignment and Publicity Rights

Neither party may assign this Agreement without the other party’s prior written consent, except Kaster may assign to an affiliate or successor in connection with a merger or sale of substantially all assets.

With Client’s prior written consent, Kaster may identify Client as a customer and use Client’s name and logo in marketing materials or case studies.

‍

16. Governing Law and Dispute Resolution

These Terms and any dispute arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of Maryland, without regard to conflict-of-law principles.

Any dispute, claim, or controversy arising out of or relating to these Terms shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitration shall take place in the State of Maryland before a single arbitrator. Each party shall bear its own attorneys’ fees and costs, unless otherwise determined by the arbitrator. The arbitrator’s award shall be final and binding, and judgment may be entered in any court of competent jurisdiction.

Each party irrevocably waives the right to a trial by jury in any judicial proceeding arising out of or relating to these Terms.

Notwithstanding the foregoing, either party may seek injunctive or equitable relief in a court of competent jurisdiction in the State of Maryland to prevent the unauthorized use or disclosure of confidential information or intellectual property.

‍

17. Miscellaneous

The parties are independent contractors, and nothing in these Terms shall be construed to create a partnership, joint venture, or agency relationship.

These Terms constitute the entire agreement between the parties and supersede all prior discussions or agreements, whether written or oral.

Failure by either party to enforce any right or provision under these Terms shall not constitute a waiver of that right or provision.

If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

‍

18. Survival

The provisions regarding Confidentiality, Intellectual Property, Limitation of Liability, Indemnification, and Governing Law shall survive termination or expiration of this Agreement.

‍

19. Contact Information

If Client has any questions or concerns regarding these Terms or the Services, please contact:

‍

ProTrakr, Inc. (dba Kaster)

Email: support@kaster.app

Phone: (855) 948-5160

‍

Kaster may also be contacted through the in-app support portal or by submitting a request via the company website.

‍

Request a demo

Terms of Service