Terms of Use

Klabrate is a direct selling platform that provides the tools and technology for Associates to sell tree planting and virtual products.

AGREEMENT BETWEEN YOU and KLABRATE LIMITED (hereafter “Klabrate” or the “Company”)

This is one of a number of Internet related services which are provided by Klabrate. By enrolling for any of the services that Klabrate or its affiliates offer, you agree to be bound by the following terms and conditions (“Terms of Service”). The services offered under the Terms of Service also include various productivity tools sto help you sell goods and services to buyers, whether online (“Online Services”), in person, or both. Any such services offered by Klabrate are referred to in these Terms of Services as the “Services”. Any new features or tools that are added to the current Services shall be also subject to the Terms of Service. You can review the current version of the Terms of Service at any time. Klabrate reserves the right to update and change the Terms of Service by posting updates and changes to the Klabrate website. You are advised to regularly check the Terms of Service for any updates or changes that may affect you.

The use of the name Klabrate below refers to Apex International Group LLC, Klabrate Ltd and any or all of its affiliated names.

You must read, agree with and accept all of the terms and conditions contained in this Terms of Service agreement, including Klabrate Acceptable Use Policy (“AUP”) and Privacy Policy before you may become a Customer, Affiliate or user.

Definitions:

Customer or Associate – someone who has registered and created an Account

Account/Owner Account – control panel and profile area on the Application

Service – The Application and associated products and services

Application – The Klabrate website and system

Content - photos, images, videos, graphics, written content, audio files, code, information, or data uploaded, collected, generated, stored, displayed, distributed, transmitted or exhibited on or in connection with your Account

Subscription/Subscription Fees – money you may pay to Klabrate for buying goods or services and providing the Application

Transaction Fees – money paid for anything that is not the Application, such as products or services

Authorized Card – Debit or Credit Card that you authorize Klabrate to charge for Subscription Fees and Transaction Fees

Billing Date – Date of commencement of service and every subsequent 30 days from date of commencement

Customer/Customers – a purchaser of goods or services from the Application

Third Party Services/Third Party Service Provider – services, software, applications, products, services or website links including any goods or services supplied by outside contractors such as suppliers, owners, affiliates, partners, agents, developers who are not officers, directors, employees of Klabrate or its subsidiaries.

Taxes- applicable national, federal, provincial, state, local or other governmental sales, goods and services, harmonized or other taxes, fees or charges now in force or enacted in the future.

1. Account Terms

1. Words importing the singular shall include the plural and vice versa; words importing any gender shall include all genders; words denoting persons shall include corporations. Any agreement, warrant or undertaking on the part of two or more persons shall be deemed to be given or made by such persons jointly and severally.

2. You confirm that you are over 18 years of age.

3. To access and use the Services, you must register, creating an Account by providing your full legal name, current address, phone number, a valid email address, and any other information indicated as required. Klabrate may withhold, at its sole discretion, the right to reject any application for an Account, or terminate an existing Account, for any reason.

4. You acknowledge that Klabrate has the right to use the email address you provide as the primary method for communication.

5. You are responsible for ensuring the email address you have provided to Klabrate is current and up to date.

You are responsible for keeping your password secure. Klabrate cannot and will not be liable for any loss or damage from your failure to maintain the security of your Owner Account and password.

6. You are responsible for all activity and Content such as photos, images, videos, graphics, written content, audio files, code, information, or data uploaded, collected, generated, stored, displayed, distributed, transmitted, or exhibited on or in connection with your Account.

7. A breach or violation of any term in the Terms of Service, including the Acceptable Use Policy, as determined at the sole discretion of Klabrate may result in an immediate termination of your services.

2. Klabrate Account

1. Subject to section 2.2, the person signing up for the Service will be the contracting party (“Account Owner”) for the purposes of the Terms of Service and will be the person who is authorized to use any corresponding account we may provide to the Account Owner in connection with the Service.

2. If you are signing up for the Service on behalf of an employer, the employer will be the Account Owner. If you are signing up for the Service on behalf of an employer, then you represent and warrant that you have the authority to bind your employer to the Terms of Service.

3. General Conditions

1. You must read, agree with and accept all of the terms and conditions contained in these Terms of Service, including the Acceptable Use Policy (“AUP”) and Privacy Policy before you are entitled to become a Klabrate user or open a Klabrate Account.

2. Technical support is only provided to paying Klabrate account holders and is only available via email.

3. Governing Law and Jurisdiction and venue of any matter relating to the Terms of Service not subject to arbitration shall reside in the laws of the State of Arizona, USA. The Federal/National Arbitration Act shall govern all matters relating to arbitration. The laws of the country shall govern all other matters relating to or arising from the Agreement unless the laws of the country in which an Account Owner resides expressly require the application of its law. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Service and is hereby expressly excluded.

4. You acknowledge and agree that Klabrate may amend these Terms of Service at any time by posting the relevant amended and restated Terms of Service on the Klabrate website, available at Click here and such amendments to the Terms of Service are effective as of the date of posting. Your continued use of the Services after the amended Terms of Service are posted to the Klabrate website constitutes your agreement to, and acceptance of, the amended Terms of Service. If you do not agree to any changes to the Terms of Service, do not continue to use the Service.

5. You may not use the Klabrate service for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws), the laws applicable to you in your customer’s jurisdiction, or the laws of the State of Arizona, USA. You will comply with all applicable laws, rules and regulations in your use of the Service.

6. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission from Klabrate.

7. You shall not purchase search engine or other pay per click keywords (such as Google AdWords), or domain names that use Klabrate or Klabrate trademarks and/or variations and misspellings thereof.

8. Questions about the Terms of Service should be sent to Klabrate Support

9. You understand that your Content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit Card information is always encrypted during transfer over networks.

You acknowledge and agree that your use of the Service, including information transmitted to or stored by Klabrate, is governed by its privacy policy at Privacy Policy

10. The Terms of Service may be available in languages other than English. To the extent of any inconsistencies or conflicts between these English Terms of Service and the Klabrate Terms of Service available in another language, the most current English version of the Terms of Service will prevail.

4. Klabrate Rights

1. We reserve the right to modify or terminate the Service for any reason, without notice at any time.

2. We reserve the right to refuse service to anyone for any reason at any time.

3. We may, but have no obligation to, remove Content and suspend or terminate Accounts if we determine in our sole discretion that the goods or services offered via a store, or the Content uploaded or posted to a store, violate our the Acceptable Use Policy (“AUP”) or Terms of Service.

4. Verbal or written abuse of any kind (including threats of abuse or retribution) of any Klabrate customer, Klabrate employee, member, or officer will result in immediate Account termination.

5. Klabrate does not pre-screen content and it is in our sole discretion to refuse or remove any content from the Service.

6. Klabrate reserve the right to provide services to competing businesses and make no promise of exclusivity in any individual market segment. Account Owners further acknowledge and agree that Klabrate employees and contractors may also be Klabrate Customers and that they may compete with and other Klabrate Account Owner, although they may not use the confidential information of that Account Owner in doing so.

7. In the event of a dispute regarding Account ownership, we reserve the right to request documentation to determine or confirm Account ownership. Documentation may include, but is not limited to, a scanned copy of your business license, government issued photo ID, the last four digits of the credit card on file, any Know Your Customer (KYC) documentation etc.

8. Klabrate retains the right to determine, in our sole judgment, rightful Account ownership and transfer an Account to the rightful owner. If we are unable to reasonably determine the rightful Account owner, Klabrate reserves the right to temporarily disable an Account until resolution has been determined between the disputing parties.

5. Limitation of Liability

1. You expressly understand and agree that Klabrate shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses resulting from the use of or inability to use the service.

2. In no event shall Klabrate or suppliers be liable for loss of profits or any special, incidental or consequential damages arising out of or in connection with our website, our services or these Terms of Service however arising, including negligence. You agree to indemnify and hold us and our parent, subsidiaries, affiliates, Klabrate partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable legal fees, made by any third party due to or arising out of your breach of these Terms of Service or the documents it incorporates by reference, including the AUP, or your violation of any law or the rights of a third party.

3. Your use of the Service is at your sole risk. The Service is provided on an “as is” and “as available” basis without any warranty or condition, express, implied or statutory.

4. Klabrate does not warrant that the Service will be uninterrupted, timely, secure, or error-free.

5. Klabrate does not warrant that the results that may be obtained from the use of the Service will be accurate or reliable.

6. Klabrate does not warrant that the quality of any products, services, information, or other Content purchased or obtained by you through the Service will meet your expectations, or that any errors in the Service will be corrected.

6. Waiver and Complete Agreement

These Terms of Service and the documents it incorporates by reference embody entire agreement between you and Klabrate and govern your use of the Service, overriding and superseding any prior representations, understandings or implications between you and Klabrate. In the event that any clause in this Agreement is found to be unenforceable the remainder of the Agreement will continue.

7. Intellectual Property and Customer Content

1. We do not claim any intellectual property rights over the Content you provide to the Klabrate service. All Content you upload remains yours. You can remove your Klabrate World plots at any time by deleting your Account.

2. By uploading Content, you agree: (a) to allow other internet users to view the Content you post publicly to your plot and/or your store; (b) to allow Klabrate to store, and in the case of Content you post publicly, display, your Content; and (c) that Klabrate can, at any time, review all the Content submitted to its Service, although Klabrate is not obligated to do so.

3. You retain ownership over all Content that you upload to a Klabrate account; however, by making your account public, you agree to allow others to view Content that you post publicly to your store. You are responsible for compliance of the Content with any applicable laws or regulations.

4. We will not disclose your confidential information to third parties, except as required in the course of providing our services. Confidential information includes any Content or information provided by you to us that is not publicly known. Confidential information does not include information that: (a) was in the public domain at the time we received it; (b) comes into the public domain after we received it through no fault of ours; (c) we received from someone other than you without breach of our or their confidentiality obligations; or (d) we are required by law to disclose.

5. Klabrate shall have the non-exclusive right and license to use the names, trademarks, service marks and logos associated with your activities to promote the Service.

8. Payment of Fees

1. You will pay the Fees applicable to your subscription to Klabrate and any other applicable fees, including but not limited to fees relating to transactions through your Account and any fees relating to your purchase of any products or services. You must keep a valid credit card on file with us to pay for all incurred and recurring Fees. Klabrate will charge applicable Fees to the debit or credit card account that you authorize and Klabrate will continue to charge the Authorized Card, or any replacement card, for applicable Fees until the Services are terminated, and any or all outstanding Fees have been paid in full. Unless otherwise indicated, all Fees and other charges are in U.S. dollars, and all payments shall be in $USD currency.

2. Subscription Fees are paid in advance and will be billed in 30 day intervals. Transaction Fees and Additional Fees will be charged from time to time at the discretion of Klabrate. You will be charged on each Billing Date for all outstanding Fees that have not previously been charged. Fees will appear on an invoice, which will be available to the Account Owner in the account area. Owners have approximately two weeks to bring up and settle any issues with the billing of Subscription Fees.

3. All Fees are exclusive of applicable Taxes.

4. You are responsible for all applicable Taxes that arise from or as a result of your subscription to or purchase of Klabrate products and services. Such amounts are in addition to the Fees for such products and services and will be billed to your Authorized Card. If you are exempt from payment of any such Taxes, you must provide Klabrate with an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date such a certificate is received by Klabrate.

5. If you are resident in the U.S., Taxes may apply to your subscription to or purchase of some or all of Klabrate products and services, including without limitation, your subscription to or purchase of Klabrate Online Services. Any applicable Taxes are based on the rates applicable to the U.S. billing address you provide to us and will be calculated at the time of purchase of the applicable Taxable Offerings. Such amounts are in addition to the Fees for the Taxable Offerings and will be billed to your Authorized Card. If you are exempt from payment of such Taxes, you must provide us with an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date we receive such a certificate.

6. To the extent that you are an individual and not a corporation or other legal entity, and your location of usage changes to a place in the U.S., you must advise us immediately by email to Klabrate Support

7. Klabrate does not provide refunds.

9. Cancellation and Termination

1. You may cancel your Account at any time by emailing Klabrate Support and then following the specific instructions indicated to you in the Klabrate response.

2. Upon termination of the Services by either party for any reason:

3. Klabrate will cease providing you with the Services and you will no longer be able to access your Account;

4. unless otherwise provided in the Terms of Service, you will not be entitled to any refunds of any Fees, pro rata or otherwise;

5. any outstanding balance owed to Klabrate for your use of the Services through the effective date of such termination will immediately become due and payable in full; and

6. your Klabrate World website will be taken offline.

7. If, at the date of termination of the Service, there are any outstanding Fees owed by you, you will receive one final invoice via email. Once that invoice has been paid in full, you will not be charged again.

8. We reserve the right to modify or terminate the Klabrate Service or your Account for any reason, without notice at any time.

9. Fraud: Without limiting any other remedies, Klabrate may suspend or terminate your Account if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with Klabrate World or the Application.

10. Modifications to the Service and Prices

1. Prices for using the Services are subject to change upon 30 days notice from Klabrate. Such notice may be provided at any time by posting the changes to the Klabrate Site or the Owner Account area via an announcement.

2. Klabrate reserves the right at any time, and from time to time, to modify or discontinue, the Service (or any part thereof) with or without notice.

3. Klabrate shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.

11. Agency and Partnership

1. Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.

2. Third parties: A person who is not a party to the Contract shall not have any rights under or in connection with it.

12. Force Majeure

No party to this Agreement shall be deemed to be in breach of this Agreement, or otherwise liable to any other party to this Agreement, by reason of any delay in performance or non-performance of any of its obligations hereunder to the extent that such delay or non-performances due to circumstances beyond the reasonable control of that party (including, without limitation, war, strikes, lockouts or any other form of industrial action), but the party so affected shall promptly inform other relevant parties of any such occurrence and shall take all reasonable steps to alleviate the effects of the occurrence.

13. Third Party Services

1. In addition to these Terms of Service, you also agree to be bound by the additional service-specific terms applicable to services you purchase from, or that are provided by Klabrate Third Party Service Providers.

2. Klabrate may from time to time recommend, provide you with access to, or enable Third Party Services such as software, applications, products, services or website links for your consideration or use. Such Third Party Services are made available only as a convenience, and your purchase, access or use of any such Third Party Services is solely between you and the applicable third party services provider. Any use by you of Third Party Services offered through the Services or the Klabrate website is entirely at your own risk and discretion, and it is your responsibility to read the terms and conditions and/or privacy policies applicable to such Third Party Services before using them.

3. We do not provide any warranties with respect to Third Party Services. You acknowledge that Klabrate has no control over Third Party Services, and shall not be responsible or liable to anyone for such Third Party Services. The availability of Third Party Services on Klabrate websites, or the integration or enabling of such Third Party Services with the Services does not constitute or imply an endorsement, authorization, sponsorship, or affiliation by or with Klabrate. Klabrate does not guarantee the availability of Third Party Services and you acknowledge that Klabrate may disable access to any Third Party Services at any time in its sole discretion and without notice to you. Klabrate is not responsible or liable to anyone for discontinuation or suspension of access to, or disablement of, any Third Party Service. Klabrate recommends that you consult a specialist for advice before using or relying on Third Party Services, to ensure they will fulfil your criteria. Tax calculators should be used for reference only and not as a substitute for independent tax advice when assessing the correct tax rates you should charge to your customers.

4. If you install or enable a Third Party Service for use with the Services, you grant us permission to allow the applicable Third Party Provider to access your data and to take any other actions as required for the interoperation of the Third Party Service with the Services, and any exchange of data or other interaction between you and the Third Party Provider is solely between you and such Third Party Provider. Klabrate is not responsible for any disclosure, modification or deletion of your data or other Content, or for any corresponding losses or damages you may suffer, as a result of access by a Third Party Service or a Third Party Provider to your data or other Content.

5. Google Maps is a Third Party Service that is used within the Services. Your use of the Service is subject to your acceptance of the Google Maps and Earth Enterprise Universal Acceptable Use Policy, as it may be amended by Google from time to time.

6. Under no circumstances shall Klabrate be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from any Third Party Services or your contractual relationship with any Third Party Provider. These limitations shall apply even if Klabrate has been advised of the possibility of such damages. The foregoing limitations shall apply to the fullest extent permitted by applicable law.

7. You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, Klabrate partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable Legal fees, arising out of your use of a Third Party Service or your relationship with a Third Party Provider.

8. Klabrate accepts no responsibility for product sales and supply between Account Owners, including transactions conducted through the Repository. Owners who are selling goods or services obtained through the Repository to Customers must ensure that the correct funds to meet the price of the goods and the applicable shipping charges are paid to the Supplier of the goods or services. Once the Supplier of the goods or services has received the money for the price of the goods and the applicable shipping charges, the suppler is fully responsible for, and must ensure that the applicable goods and services are delivered to the Customer. Failure by the Owner to pay the Supplier and failure of the Supplier to deliver the goods to the Customer will result in account suspension or termination.

14. Digital Millenium Copyright Act Notice and Takedown Procedure

Klabrate supports the protection of intellectual property and expects Klabrate Account Owners to do the same. Klabrate have a policy to respond to all notices of alleged copyright infringement. If someone believes that one of our Owners is infringing their intellectual property rights, they can send a DMCA Notice to Klabrate at Klabrate Support . Upon receiving a DMCA Notice, we may remove or disable access to the Content claimed to be a copyright infringement. Once provided with a notice of takedown, the Owner can reply with a counter notification if they object to the complaint. The original complainant has 14 business days after we receive a counter notification to seek a court order restraining the merchant from engaging in the infringing activity, otherwise Klabrate will restore the Content. For more information, see our DMCA Notice and Takedown Procedure .

SUMMARY

This summary is provided for convenience only and is not legally binding. Please read the “Terms of Service” for the complete legal requirements. By using Klabrate or any Klabrate services, you are agreeing to these terms. Be sure to occasionally check back for updates.

You fully acknowledge that you are responsible for your Account and any Content you upload to the Klabrate Service. Remember that with any violation of these terms will result in the termination of your service. Notification will be served using email to the address you have supplied.

The person signing up for the Klabrate Service is responsible for the account and is bound by these Terms of Service. If you signup on behalf of an employer, the employer owns the account and is also bound by the Terms of Service.

The Klabrate service belongs to Klabrate. You are not allowed to plagiarise or use it for any illegal or unauthorized purpose.

If a dispute arises the issue will be dealt with in the State of Arizona USA.

Your Content may be transferred unencrypted and may be altered, but credit card information is always encrypted.

Klabrate can modify, cancel or refuse the service at any time.

In the event of an ownership dispute over a Klabrate account, Klabrate can freeze the account or transfer it to the rightful owner.

Klabrate are not responsible if you break the law, breach this agreement or go against the rights of a third party, especially if you are prosecuted.

Service is “as is” so it may have errors or interruptions and Klabrate provide no warranties.

If Klabrate chooses not to enforce any of these provisions at any time, it does not mean that they give up the right to do so at a later date.

These terms of service make up the agreement that applies to you. This means that any previous agreements between you and Klabrate do not apply if they conflict with these terms.

Anything you upload remains yours and your responsibility.

A valid credit card is required on file. Subscription Fees will be billed every 30 days and have 2 weeks to pay. We issue no refunds.

To initiate a cancellation, email: Klabrate Support . Klabrate will respond with specific information regarding the cancellation process for your account. If you cancel in the middle of your billing cycle, you’ll have one last email invoice.

We may change or cancel your account at any time. Any fraud will result in suspension or cancellation of your account.

We may change or discontinue the service at any time, without liability.

You are an independent business operating in your own right and responsible for yourself and your business.

We are not responsible for third party services so use them at your own risk. If you use any third-party services on the Klabrate World application and or Klabrate E-Commerce Solution, you permit us to send your data to those services. If you utilise them you agree that Klabrate does not provide a warranty.

Klabrate respects intellectual property rights and Owners should too. If Klabrate receives a DMCA Notice, we may disable access or remove the allegedly infringing content from your website. If you don’t think the claim is valid, you can proceed with a counter notification.

If you believe one of our merchants is infringing your intellectual property rights, you can send Klabrate a DMCA Notice. We will expeditiously disable access or remove the content and notify the merchant. Be advised that we post all notices we receive.