Terms of Service
Clyr Services Agreement
This CLYR Services Agreement (the “Agreement”) shall set forth the terms and conditions pursuant to which Keto A.I., Inc. (“Keto”) shall provide certain equipment and pool services to the individual or company (the “Customer”) named on the Keto online service order form (the “Order Form”). The Order Form shall describe the pool related services to be provided by Keto to the Customer (the “Services”).
1. Term of this Agreement
The term of this Agreement shall start and end on the dates set forth in the completed Order Form (the “Term”). Either party may terminate this Agreement if the other party fails to cure a material breach of this Agreement within twenty (20) days of notice of said breach. The rights and obligations under Sections 2, 5, 6, 8 and 9 shall survive termination of the Agreement or expiration of the Term. The Services shall include a device which Customer shall use to monitor certain pool conditions (the “Device(s)”). All right title and interest in and to the Device shall remain with Keto. Upon expiration of the Term or termination of the Agreement, Customer shall promptly return to Keto all Devices provided to Customer. If Customer fails to return such Devises within thirty days of any such expiration or termination, Customer agrees that Keto may use the Payment Tools (defined below) to reimburse themselves for the device; this reimbursement shall be be equal to a pro-rata portion of the then current Keto sales price for said Device based on a two year useful life.
2. Price or Charge for Services
The price or charge for the Services is set forth on the Order Form (the “Fees”). The Fees (and all applicable sales or use taxes) shall be paid by credit card, debit card or PayPal (the “Payment Tools”); Customer shall enter on the Order Form the applicable Payment Tool account number, expiration date and security code (the “Tool Information”). Customer hereby agrees that Keto may use such Tool Information during the Term to collect payment of the Fees. To extent that Keto is unable for any reason to so use the Tool Information to pay the Fees, Keto may terminate this Agreement on five days prior written notice. If collection efforts related to non-payment or late payment of Fees prove necessary, Customer agrees to pay all fees incurred by that process, including reasonable attorney fees and court costs.
3. Application License
Customer will need to download the Clyr mobile application to use the Services (the “Application”). Customer’s use of the Application is subject to the terms and conditions of the Keto Application License Agreement (https://www.keto-ai.com/terms-and-conditions).
4. Limited Warranty
Keto warrants to Customer that the Services shall substantially conform to the description of the Services set forth in the Order Form during the Term. If the Services are not so provided, Keto shall, as Customer’s sole remedy, reperform the Services at cost to Keto. All warranty claims must be made during the Term. This warranty to Customer shall be null and void if the nonconformance or breach is due to misuse, errors or negligence of Customer in using the Services. Keto shall not be obligated to cure any non-conformity in the Services unless Customer notifies it of the existence and nature of such defect promptly upon discovery. The above warranty is the only warranty provided by Keto and is lieu of all other warranties, express or implied, including the implied warranties of merchantability and fitness for a particular purpose. Some states do not allow limitations as to how long an implied warranty lasts and/or exclusions or limitations of consequential damages, so the above limitations and/or exclusions of liability may not apply to customer.
5. Limitation of Liability
IN NO EVENT SHALL KETO BE LIABLE TO CUSTOMER FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES. KETO’S AGGREGATE LIABILITY TO CUSTOMER, REGARDLESS OR CAUSE, SHALL BE LIMITED TO THE FEES PAID BY CUSTOMER TO KETO DURING THE SIX-MONTH PERIOD PRIOR TO THE DATE THAT THE LIABILITY AROSE. Some states do not allow limitations as to how long an implied warranty lasts and/or exclusions or limitations of consequential damages, so the above limitations and/or exclusions of liability may not apply to customer.
6. WARNING REGARDING CUSTOMER USE OF CHEMICALS
The Service shall include the use of chemicals to treat the water in Customer’s SWIMMING pool. These chemicals shall be STORED AND used by Customer in strict compliance with the manufacturer’s instructions, warnings, SAFETY DATA SHEETS AND WARRANTIES. Failure to so use the chemicalS PROPERLY could cause damages to the Customer’s pool or pool equipment or could cause personal injury to those using the pool including, but not limited to CHILDREN, ADULTS, FAMILY pets. failure to STORe OR USE the CHEMICALS IN STRICT COMPLIANCE WITH THE MANUFACTURER’s INSTRUCTION COULD CAUSE PERSONAL INJURY. KETO WILL PROVIDE A SEALABLE PLASTIC CONTAIner for chemical storage. IT is customer responsibility to ensure the location of chemical storage is safe from children, pets and others who fail to use the chemicals in strict compliance with manufacturer requirements.in addition to the manufacture’s instructions, warnings AND WARRANTIES, keto recommends that all users of the services review and abide by the pool chemical safety recommendations of the center of disease control and prevention: www.cdc.gov/healthywater/swimming/aquatics-professionals/pool-chemical-safety.html.
7. Force Majeure
Keto is not liable for any delay in performance of the Services due to force majeure condition, including strikes, accidents, acts of God, pandemics, epidemics, civil unrest, quarantines or other delays beyond the reasonable control of Keto. If timely completion of the Services is prevented by any cause of force majeure, or any act of Customer, the failure or delay will not constitute a default by Keto.
TO THE FULLEST EXTENT PERMITTED BY LAW, CUSTOMER AGREES TO INDEMNIFY and hold KETO, AND KETO’S shareholders, board members, OFFICERS, EMPLOYEES, AND CONTRACTORS harmless FROM ANY CLAIM, CAUSE OF ACTION, DAMAGE, LOSS, LIABILITY, OR EXPENSE (INCLUDING ATTORNEY’S FEES AND COSTS OF LITIGATION IN DEFENSE OR ENFORCEMENT OF THIS PROVISION SUSTAINED BY KETO ON ACCOUNT OF PROPERTY DAMAGE, OR PERSONAL INJURY (INCLUDING DEATH RESULTING THEREFROM) SUSTAINED BY ANY PERSON OR PERSONS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH OR ATTRIBUTABLE TO customer’s failure to use the services or devices in strict compliance with the terms and conditions of the this Agreement.
9. Other Terms
This Agreement, together with each Order Form, all of which are hereby incorporated by reference, is the sole and entire agreement between the parties and supersedes all prior understandings and agreements. Modifications to this Agreement shall be enforceable only if they are in writing and signed by Keto. No term of this Agreement shall be deemed waived and no breach excused unless such waiver or consent is in writing and signed by the party claimed to have waived or consented. The parties acknowledge that Keto will perform its obligations hereunder as an independent contractor. Customer may not assign this Agreement without the prior written consent of Keto. All notices and communications required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, or ten (10) days after being deposited in the United States registered mail, return receipt requested. This Agreement will be governed by the laws of the State of Texas, without regard to that state’s conflict of laws’ provisions. BOTH PARTIES HEREBY AGREE THAT THE COURTS IN HARRIS COUNTY, TEXAS HALL HAVE THE SOLE AND EXCLUSIVE JURISDICTION OVER ANY MATTER OR DISPUTE ARISING OUT OF THIS AGREEMENT OR AN ORDER FORM. If any provision of this Agreement is held invalid, void or unenforceable under any applicable statute or rule of law, it shall to that extent be deemed omitted, and the balance of this Agreement shall be enforceable in accordance with its terms. Any proceedings to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Customer will not seek to have any dispute heard as a class action, private attorney general action, or in any other proceeding in which Customer acts or proposes to act in a representative capacity.