Terms & Conditions

Last updated: January 28, 2021

The boring but important stuff.  The following terms govern your use of Kudocs and our relationship with you.

Terms & Conditions Permitted Use Policy Privacy Policy Cookie Policy

Terms & Conditions

Last updated: January 22, 2021

Introduction

 

Kudocs is an online company management software tool to help you streamline your corporate affairs. It is accessible online via our website, any mobile and/or web based application as available from time to time.

These terms and conditions together with our Permitted Use, Privacy and Cookie policies (the Policies) (together the Agreement) govern your use of Kudocs and apply from the time that you access the Service or commence a Subscription. Kudocs will evolve over time and reserves the right to change this Agreement at any time by uploading any new Terms on our website or making all reasonable efforts to communicate the new Terms to you by email or notification via the Kudocs website. 

It is your obligation to ensure that you have read, understood and agree to the most recent Terms available on the Kudocs website. Continued use of the Service after any such change of Terms will be deemed as acceptance of such

By registering to use Kudocs you:

  • acknowledge that you have read, understood and agreed to this Agreement; and
  • warrant that, if you are using Kudocs for or on behalf of any person or entity other than yourself, you have the authority to act on behalf of that person or entity, and have agreed to this Agreement on their behalf.

 

  1. Definitions
    1. Admin User: An Authorised User who has the highest level of access and control over your use of the Service. This includes the ability to grant other individuals access to the Service by designating them as Authorised Users.
    2. Authentication Code: access and authorisation code issued by Companies House, that is unique to each Company.
    3. Authorised User: any person who is given access by you to use the Services, or who obtains access through you, including users who are registered with a Kudocs account to access and use the Services (whether or not they have access to a specific Company).
    4. Company: the UK registered corporate entity that has a Subscription for the Services and is lawfully managed by the Admin User and/or other Authorised Users.
    5. Companies House: an executive agency of the UK Government operating as the official registrar of companies and/ or any successors in role or title.
    6. Confidential Information: all information obtained from the other party which by its nature should be treated as confidential information and which may come into a party’s possession or into the possession of a party’s employees, agents or subcontractors as a result of or in connection with the Services, together with all information of a confidential nature which may be derived from such information. Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of its disclosure by the receiving party or its representatives in breach of these Advisor Terms (except that any compilation of otherwise public information in a form not publicly known shall nevertheless be treated as Confidential Information); (b) was available to the receiving party on a non-confidential basis before disclosure by the disclosing party; (c) was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party’s knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party; (d) the parties agree in writing is not confidential or may be disclosed; (e) is developed by or for the receiving party independently of the information disclosed by the disclosing party; or (f) is trivial, obvious or useless.
    7. Fee: the monthly or annual subscription fee, excluding any taxes and duties, payable by the Company for the Services, as agreed between the Company and Kudocs.
    8. GDPR: The General Data Protection Regulations
    9. Intellectual Property Rights (IPR): included but not limited to patents, utility models, rights to inventions, copyright and neighbouring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
    10. Kudocs, W/we, O/our: Kudocs Limited, company number 09611371, registered office Third Floor, Marlborough House, Victoria Road South, Chelmsford, Essex, England, CM1 1LN.
    11. Kudocs Content: any information, document or material (copyright or otherwise) that we make available through the Service to allow your use of the Service (e.g. data that is part of the functionality or architecture of the Service) and any information, document or material we provide you for your convenience only (e.g. guidance on data protection or other regulatory requirements).
    12. Kudocs Primary contact:  The Admin User selected by the company to be the main point of contact for Kudocs and to be responsible for payment details and obligations.
    13. Payment Details: payment card details and/or bank account details that you provide to Kudocs to process your payment of the Fee or any other amount due under this Agreement.
    14. Payment Provider: Third party payment provider used by Kudocs to process card details.
    15. Service/s: the online company management software as a service tool to help you manage your corporate affairs, including the Kudocs website (currently www.kudocs.co.uk) and Kudocs Content, as available from time to time.
    16. Subscription: the right for one Company to access and use the Service in accordance with this Agreement and any other provisions of their specific package (e.g. duration, Fee, functionality, etc).
    17. Y/you, Y/your: any person or entity (including a Company) who registers or is registered to use the Service (whether or not they use the Service) for the Company.
    18. Y/your Content: any document, data or information (including Authorised Users details) provided or obtained by a Company, you or by a Authorised Users in using the Service, excluding any data that it is part of the functionality or architecture of our Service.
  2. Licence to Use Service
    Subject to this Agreement, and in consideration for the Company’s payment of a Fee to Kudocs, the Company and you are granted a non-exclusive, non-transferable, license to access and use the Service.
  3. Responsibility for Use of Service
    1. A Company is responsible and accepts liability for all Authorised Users when using the Services on its behalf (whether authorised or not), including their activities, adherence to this Agreement (included but not limited to the Permitted Use Policy and compliance with law. If at any stage a Company has concerns about the Authorised Users associated with it or their compliance with this Agreement, it must contact Kudocs immediately.
    2. Notwithstanding clause 3A, each Authorised Users is also individually responsible, and accepts liability, for their lawful use of the Service and adherence to this Agreement and compliance with law. If at any stage an Authorised User has concerns about access to the Service in that Authorised User’s name, it should contact Kudocs immediately.
    3. Notwithstanding clauses 3A and 3B, Kudocs reserves the right to bring any claim against either a Company or its Authorised Users as jointly and severally liable for any breach of this Agreement or for compensation for any loss it suffers as a result of a Company’s or Authorised User’s use of the Service.
  4. Subscription
    1. Kudocs offers monthly and annual Subscriptions. Unless otherwise agreed with Kudocs in writing, a Subscription gives one Company access to the Service in accordance with the terms of that Subscription.
    2. By subscribing to the Service, you acknowledge, agree and undertake that:
      1. Your Subscription may only be used for the Company named in the initial registration form and is not transferable;
      2. your Subscription is not transferable or assignable;
      3. you, on behalf of the Company subscribing, will make sure that all Authorised Users for that Company are bound by and comply with this Permitted Use Policy.
    3. Each order placed through our website is deemed to be an offer by you to use the Service and where applicable pay the Fee subject to this Agreement and acceptance of the order by Kudocs. We may accept or decline a request for Subscription at our discretion.
    4. Unless otherwise agreed with Kudocs:
      1. your Subscription begins on the date Kudocs emails you confirming receipt of your payment of the Fee and that your Subscription has been activated.
      2. your Subscription anniversary will be the day before the annual or monthly anniversary of your activation of the Service. If that date does not exist (e.g. you started your Subscription on 31st, but the following month ends on 30th), the renewal date will become the previous calendar day (i.e. 30th).
      3. If you have a monthly Subscription, it will automatically renew unless you give Kudocs not less than thirty days written notice to terminate your Subscription.
      4. If you have an annual Subscription, unless otherwise agreed with Kudocs, it will automatically renew unless you give Kudocs written notice to terminate your Subscription not less than 30 days before the renewal date. Kudocs will send a reminder to the Kudocs Primary Contact 45 days prior to the anniversary.
    5. Kudocs reserves the right to change the Fee from time to time.
      1. Changes to your Fee will not take effect until after the end of your initial Subscription period.
      2. Kudocs will contact the Kudocs Primary Contact by email giving you 14 days’ notice of any change in your Fee. If you do not agree to this Fee change, you must notify Kudocs in writing within this fourteen day notice period.
      3. Your continued use of our Service constitutes acceptance of any Fee change.
    6. Subject to the provisions in this clause relating to incorporating new companies through Kudocs:
      1. within 14 days of activation you can cancel your Subscription and receive a full refund, provided that you have not used the Service in that time. If you have used the Service (including company incorporation), Kudocs reserves the right to give you a partial refund reflecting the use of the Service to date. 
      2. after 14 days, Kudocs will give you a refund, reflecting the use of the Service to date and pro-rata to the amount of your subscription period remaining.  
    7. If you incorporate a new company through Kudocs using the same day service, you agree to a minimum Subscription (monthly or annual) of 6 months from the date of incorporation.  If you wish to cancel your Subscription before 6 months, you may do so, but Kudocs reserves the right to charge you for the full 6 months.
    8. To cancel your Subscription, please contact Kudocs in writing.
  5. Payment
    1. Unless otherwise agreed with Kudocs, you acknowledge and agree that your Fee must be paid in full at the beginning of each Subscription period.
    2. the Authorised Users that first sets up the Company’s payment details will default to the Kudocs Primary Contact, and this can be changed by an Admin User.
    3. When you purchase a Subscription you will provide Us with your Payment Details and authorise Us to use your Payment Details:
      1. to charge you for the corresponding Fee;
      2. to charge you for future payments of the Fee on renewal of your Subscription;
      3. to charge you for any additional payment above and beyond the Fee; and
    4. You may be required to provide your Payment Details to a Payment Provider. This may require registering with and agreeing to the terms of service of the Payment Provider. Kudocs is not a part of any agreement between you and the Payment Provider, Kudocs has no control over the Payment Provider website or service. your use of the Payment Provider service or website is at your own risk.
    5. The Fee is non-refundable except as expressly set out in this Agreement.
    6. The Fee should not change for the duration of your Subscription (unless you upgrade your Subscription) but may change on renewal.
    7. All payments made by you under this Service Agreement will be made in full without any set-off or counterclaim and free from any deduction or withholding.
    8. An invoice will be issued each month or year, determined by your Subscription term.  Invoices will be sent to the current billing email address as stored in Kudocs (in the Billing section of Settings for the company) and the company confirms that the billing email address stored in Kudocs shall always constitute the correct and valid address to receive invoices on behalf of the company.
    9. The Fee is exclusive of taxes.
  6. Termination
    1. You may terminate a Subscription without cause only in accordance with clause 4.
    2. Either party may terminate a Subscription, upon notice, if
      1. an effective resolution is passed for the winding up of the other party (other than for the purposes of amalgamation or reconstruction);
      2. the other party enters into a composition with its creditors; receives a court order for its winding up; has a receiver, manager, administrative receiver or administrator appointed with respect to it; ceases to be able to pay its debts as they fall due; or takes or suffers any action similar to any of the above in any jurisdiction.
      3. the other party materially breaches this Agreement and the breach is incapable of being cured.
    3. Kudocs may, with 7 days’ notice, terminate the Subscription in whole or in part, or modify it or modify the terms on which it is provided, if:
      1. you fail to pay any Fee due in accordance with this Agreement; or
      2. you commit a breach of any of this Agreement (if such a breach is remediable) and you fail to remedy that breach within 14 days of being notified of the breach
    4. Kudocs may suspend all or part of the Service and your rights in relation to that Service if:
      1. all or part of the Subscription becomes: illegal or contrary to any law, regulation, guideline or request of any regulatory authority; or subject to a claim or potential claim that it infringes or violates the rights of any third party. You acknowledge that Kudocs but may not be able to give reasonable prior notice if the triggering event is under the control of a third party;
      2. Kudocs is required to do so: by law or regulation or at the request of any relevant regulatory authority; or in order to protect Kudocs’ systems and security and for the purposes of scheduled maintenance. Any such suspension may continue until Kudocs is satisfied that the condition is remedied.
    5. Termination of all or any part of this Service Agreement will not affect a party’s respective accrued rights and obligations. You shall have the right to retain copies of your Content. Clauses shall survive termination if survival is obvious by their nature.
  7. Maintaining the Service
    1. Kudocs aims to provide the best service possible but does not give any warranty that the Service will be uninterrupted or error free, that defects will be corrected or that the Service or external servers are free of viruses or anything else which may be harmful.
    2. Kudocs may perform maintenance and development activities to ensure the efficiency or safety of the Service and will use reasonable endeavours to minimise the impact of any such disruption. You acknowledge that the Service may therefore be unavailable from time to time and waive any claim that you may have against Kudocs arising from such unavailability.
    3. Kudocs reserve the right to change, suspend, add or withdrawn aspects of the Service from time to time without notice or liability to you. You waive any claim that you may have against Kudocs arising from such unavailability.
    4. Continued use of the Service following any change constitutes your acceptance of the change.
  8. Intellectual Property Rights
    1. Kudocs IPR
      1. You acknowledge that, except for your Content, Kudocs is the sole owner of all IPR in the Service, including any underlying software and in Kudocs Content and all such rights are reserved, unless specifically granted in this Agreement
      2. Kudocs is a registered trademark. you may not use “Kudocs” or other marks that are the same or similar to “Kudocs”, (including graphics, logos, page headers, etc) in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Kudocs. All other trademarks not owned by Kudocs that may appear on the Service or in the Kudocs Content are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Kudocs.
      3. Except as expressly authorised by Kudocs in the Terms, you shall not, with regards to the Service or Kudocs Content, do any of the acts restricted by copyright, as defined in the Copyright, Designs and Patents Act 1988, as amended, unless previously authorised in writing by Kudocs.
    2. Your IPR
      1. You acknowledge and warrant to be the sole owner or licensee of all IPR in your Content and that our use of your Content for the purpose of providing you with the Service is fully authorised by the respective owner and will not infringe any third-party IPRs.
      2. Title to, and all IPR in, your Content remain your property. However, your access to your Content is contingent on payment of Fee when due.
      3. Subject to this Agreement, you grant Kudocs a licence to use, copy, transmit, store, and back-up your Content for any lawful purpose necessary to provide and maintain the Service for you and other Authorised Users. In addition, Kudocs reserves the right to run statistical analysis and other researches on your aggregate anonymised data.
      4. If you enable third-party applications to be used in conjunction with the Service, you acknowledge that Kudocs may allow the providers of those third-party applications to access your Content as required.
      5. Kudocs adheres to its best practice policies and procedures to prevent data loss, including a system data back-up regime, but cannot guarantee there will be no data loss. Kudocs expressly excludes liability for any data loss howsoever caused.
      6. In the event of termination or cancellation:
        1. you must make all reasonable efforts to remove or take copies of your Content from the Service as soon as possible (in the event of cancellation before the expiry of your notice period).
        2. you may contact Kudocs to arrange support for removal of your Content from the Service (such arrangement not to be unreasonably withheld). Kudocs reserves the right to charge for any support.
        3. Unless otherwise agreed with Kudocs, we will retain a secure copy of your Content for 6 months after termination or cancellation.
      7. Kudocs recommends you maintain copies of all your Content.
  9. Data Protection
    1. Kudocs is the data controller for the purpose of this Agreement. We will process your personal data on the basis that: (i) such processing is necessary in order to enter into and perform Terms, and provide you with the Service; and (ii) we have a legitimate interest as a service provider to process personal data to provide our service. To learn more about your rights and how we use your data, please read our Privacy Policy available on our Website.
    2. you remain responsible for the fair treatment of any personal data that you process, such as any personal data contained in your Content (including personal data about other people, such as your stakeholders or Authorised Users). To learn more about your obligation and rights in relation to privacy and data protection please visit the Information Commissioner’s Office (https://ico.org.uk/).
  10. Confidential Information
    1. Except as expressly permitted by this clause 10, each party undertakes that for the duration that this Agreement apply and for two years after termination it shall not disclose or use the other party’s Confidential Information for any purpose other than to perform its obligations under this Agreement.
    2. Notwithstanding clause 10A, each party may disclose the other party’s Confidential Information:
      1. to its representatives who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Agreement, provided that the party informs such representatives of the confidential nature of the Confidential Information before disclosure; and it procures that its representatives shall, in relation to any Confidential Information disclosed to them, comply with the obligations set out in this clause 10 as if they were a party to this Agreement. At all times, the party will be liable for the failure of any Representatives to comply with the obligations set out in this Agreement;
      2. as may be required by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible.
    3. Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party’s Confidential Information other than those expressly stated in this clause are granted to the other party, or to be implied from this Agreement.
    4. On termination of a Subscription Service Agreement, each party shall destroy or return to the other party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party’s Confidential Information.
  11. Limitations of Service and No Warranties
    1. The Service is provided on an “as is” and “as available” basis. Kudocs limits its warranties to the fullest extent permissible under applicable law. You acknowledge and agree that you use the Service at your own sole risk.
    2. Kudocs takes all reasonable care to ensure that the Service is accurate and up to date. Kudocs makes no representations, warranties or undertakings about any of the information, content or functionality provided by the Service (including, but not limited to quality, accuracy, fitness for purpose, completeness or reliability).
    3. Kudocs benefits from the retrieval of information from Companies House, but has no control over this and accepts no liability for the quality or accuracy of that information.
    4. The Service and Kudocs Content are available to you for your convenience only. Kudocs is not a professional services firm. Kudocs does not provide (through the Service, by customer support or otherwise) you with professional advice (legal, regulatory or otherwise) relating to your use of the Service. By using the Service you confirm your agreement to this limitation of Service and warrant to obtain separate professional advice whenever reasonably appropriate.
    5. You remain solely responsible for complying with all applicable laws and regulatory obligations. It is your responsibility to check that Authorised Users of the Service comply with applicable laws (including any laws requiring you to retain records).
    6. Kudocs disclaims all responsibility and liability for any harm, loss or damages to your devices, computer systems, networks or data, resulting or deriving from access or use of third-party applications available on or through the Service.
    7. No advice or information, whether oral or written, obtained from Kudocs or through the Service or Kudocs Content creates any warranty or representation not expressly made herein.
    8. Where the Service contains links to other sites and resources provided by third parties, these links are provided for your information only and activating these links may cause you to leave the Website. Kudocs has no control over the contents of those sites or resources and accepts no responsibility for them or for any loss or damage that may arise from your use of them.
  12. Limitation of Liability
    1. Kudocs’ only liability under this Agreement and your only remedy shall be for breach of contract for the supply of Services and all other liability is excluded to the maximum extent permitted by law as detailed in this clause 12 below.
    2. If you are not satisfied with the Service, your sole and exclusive remedy is Termination in accordance with this Agreement.
    3. In any event Kudocs’ liability in any event (including breach of contract) for the supply of the Service or any representation given in connection with such a contract) shall be:
      1. limited to the aggregate Fees paid for the Service by that Company over the 24 months prior to the event giving rise to the claim; and
      2. confined only to you.
    4. You acknowledge and accept that to the maximum extent permitted by law, Kudocs and its affiliates (including officers, employees, successors or assignees) excludes all liability and responsibility to you (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of information, Data, profits and savings) or damage resulting, directly or indirectly, from any use of, or reliance on, the Service or Website.
    5. You acknowledge and agree that, to the fullest extent permitted by law, regardless of the form of action, in no event will Kudocs or its affiliates (including, without limitation, officers, employees, successors or assignees) be liable to you or any other party for any direct or indirect loss, damage, cost, expense or liability of any kind arising in any way out of or in connection with:
      1. The availability, access, use, reliance on, or inability to use or access the Service, or any of your or Kudocs Content;
      2. Kudocs access or use of your Data or Content in connection with the Service;
      3. Any conduct or data of any third party submitted or accessible through the Service, including without limitation, any defamatory, offensive or illegal content or conduct of other Authorised Users or third parties; and
      4. Unauthorised access, use, disclosure or alteration of your Content or Data.
    6. Without prejudice to clause 12E above, Kudocs disclaims, to the fullest extent permitted by applicable law, any liability arising in any way out of or in connection with the Service, including but not limited to: loss of profits; loss of revenue; business interruption; loss of business; loss of goodwill; loss of customers; loss of programs and the cost of replacing equipment or software; loss of records, information or Data; loss of use of Data; loss of or damage to reputation; loss of capital; downtime costs; loss under or in relation to any other contract; loss of anticipated savings or benefits; any indirect, special, consequential, exemplary, punitive, or incidental loss; and any loss attributable to errors, omissions, or other inaccuracies in the Service.
    7. You acknowledge that Kudocs has no control over or responsibility for databases, data, or computer systems managed by Companies House or any other third-party and you release and hold Kudocs harmless from all liability arising out of or in connection with any use of such third-party systems.
    8. Nothing in this Agreement shall be construed so as to exclude or limit Kudocs’ liability for death or personal injury as a result of Kudocs’ (or its officers, employees or agents) negligence, nor Kudocs’ liability for fraudulent misrepresentation or misrepresentation as to a fundamental matter, nor any other liability which cannot be excluded or limited under applicable law.
  13. Indemnification
    1. You agree to indemnify Kudocs for any loss suffered by Kudocs as a result of:
      1. breach of this Agreement (including any Policies) by you or an Authorised User; 
      2. any claim brought against Kudocs as a result of Your Content; or
      3. any actions or claims brought against Kudocs which has arisen as a result of Your request that Kudocs alters or terminates access to the Services for an Authorised User.
  14. Not Dealing as a Consumer
    1. You warrant and represent that you are registering for and using the Service wholly or mainly within your trade, business, craft or profession.
    2. You agree and acknowledge that to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect consumers in any jurisdiction does not apply to the supply or use of the Service, Website and App.
    3. Kudocs reserves the right to monitor your usage of the Service and to terminate your Subscription in case of any substantial breach of this Agreement.
  15. Third Parties
    1. Nothing in this Agreement shall be enforceable, by virtue of the Contracts (Rights of Third Parties) Act 1999, by any person that is not a party to this Agreement.
  16. Entire Agreement
    1. These Terms contain the entire agreement and understanding between the parties relating to the Service or Subscription and supersedes all prior and/or contemporary agreements, arrangements, statements and understandings, whether oral or written, relating to the subject matter of this Agreement.
  17. Severability
    1. Should any provision of this Agreement be or become fully or partially invalid, illegal or unenforceable, the remainder of this Agreement shall remain in full force and effect.
  18. Waiver
    1. No failure or delay by either party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
  19. Force Majeure
    1. Any delay in or failure by either party in performance of the Terms shall be excused if and to the extent such delay or failure is caused by occurrences beyond the control of the affected party including, but not limited to, decrees or restraints of Government, acts of God, strikes, work stoppage or other labour disturbances, war or sabotage (each being a Force Majeure Event).
    2. The affected party will promptly notify the other party upon becoming aware that any Force Majeure Event has occurred or is likely to occur and will use its best efforts to minimise any resulting delay in or interference with the performance of its obligations under this Agreement.
  20. Assignment
    1. You may not assign the Subscription without the prior written consent of Kudocs.
    2. Kudocs reserves the right, upon written notice to you, to assign the Subscription (in whole or in part) to one or more of our subsidiaries, or to a third party in connection with the sale of all or part of Kudocs’ equity, business or assets. Subject to the above, the Terms shall be binding upon and shall inure to the benefit of each party hereto and its respective successors and assignees.
  21. No Partnership, Joint Venture, etc
    1. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
  22. Notices
    1. Any notice given under this Agreement must be in writing by email and will be deemed to have been given only on receipt of a confirmed delivery by the other party. If the party sending the notice has not received a confirmation within 48 hours of sending, that party should resend the notice, and can deem it served 24hours thereafter.
    2. Notices to Kudocs must be sent to info@kudocs.co.uk.
    3. Notices will be sent to your Kudocs Primary Contact email address.
  23. Governing Law
    1. These Terms and the use of the Service and/or Kudocs Content shall be governed by and construed in accordance with the laws of England and the English courts shall have exclusive jurisdiction over any dispute arising out of or relating to these terms, the use of the Service, or Kudocs Content.