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These Terms of Service ("Terms") govern your access to and use of websites, software, analytics, communications, and related services provided by Delta Kinetics LLC ("Delta Kinetics," "we," "us," or "our"), collectively the "Services." By accessing or using the Services, you agree to these Terms and our Privacy Policy.
If you use the Services on behalf of a business or other organization, you represent that you have authority to bind that organization. In that case, "you" includes the organization.
Your organization may enter into an order form, subscription agreement, statement of work, master services agreement, or other written agreement with Delta Kinetics (a "Customer Agreement"). If a Customer Agreement conflicts with these Terms, the Customer Agreement controls for the Services covered by that agreement.
You must be at least eighteen years old and legally able to enter into a binding agreement. You are responsible for providing accurate account information, safeguarding login credentials, limiting access to authorized users, and promptly notifying us of suspected unauthorized access. You are responsible for activity performed through your account unless caused by our breach of these Terms or an applicable Customer Agreement.
Subject to these Terms and any Customer Agreement, Delta Kinetics grants you a limited, non-exclusive, non-transferable, revocable right to access and use the Services for your internal business purposes during the applicable service period.
You may not:
You retain ownership of data, content, and materials you or your authorized providers submit to the Services ("Customer Data"). You grant Delta Kinetics the rights reasonably necessary to host, process, transmit, display, secure, and otherwise use Customer Data to provide, maintain, support, and improve the Services.
You are responsible for ensuring that you have the rights, notices, and consents required to provide Customer Data to us and direct us to process it. We process personal information as described in our Privacy Policy and any applicable data processing agreement.
The Services may connect with third-party products, point-of-sale systems, payment processors, booking services, communications providers, or other platforms at your direction. Your use of a third-party service is governed by that provider's terms. Delta Kinetics is not responsible for third-party services, their availability, or changes they make, but we remain responsible for our own obligations regarding Customer Data in our possession or control.
Fees, billing frequency, service periods, renewal terms, taxes, and payment obligations are stated in the applicable Customer Agreement or checkout presented to you. We will not change the fees in an active Customer Agreement except as that agreement permits. You are responsible for applicable taxes other than taxes based on Delta Kinetics' net income.
Delta Kinetics and its licensors retain all rights in the Services, including software, designs, documentation, trademarks, analytics methods, models, and other technology, except for Customer Data. No rights are granted except as expressly stated in these Terms or a Customer Agreement.
If you voluntarily provide feedback or suggestions, you grant us a perpetual, worldwide, royalty-free right to use them without restriction or obligation, provided we do not publicly identify you as the source without permission.
Each party may receive non-public information that a reasonable person would understand to be confidential. The receiving party will use confidential information only to perform or exercise rights under the applicable agreement and will protect it using reasonable care. These obligations do not apply to information that is public through no fault of the receiving party, already lawfully known, independently developed without use of the confidential information, or lawfully received from another source. A party may disclose information when legally required after providing notice when permitted.
We may update the Services to improve functionality, security, or reliability. We may suspend access when reasonably necessary to address a security risk, prevent unlawful or harmful activity, respond to nonpayment, or comply with law. When practical, we will provide notice and work to restore access promptly. Specific service levels or support commitments apply only when stated in a Customer Agreement.
You may stop using our public websites at any time. Subscription cancellation, termination, renewal, data export, and post-termination handling are governed by the applicable Customer Agreement. We may terminate or suspend access for a material breach that remains uncured after reasonable notice, or immediately when necessary to prevent fraud, security harm, unlawful activity, or material harm to the Services or others.
Provisions that by their nature should survive termination will survive, including ownership, confidentiality, disclaimers, limitations of liability, indemnity obligations, and dispute provisions.
The Services provide operational information and analytical tools. Outputs may depend on Customer Data and third-party data that can be incomplete, delayed, or inaccurate. You are responsible for reviewing outputs and for business, employment, financial, legal, safety, and operational decisions.
EXCEPT AS EXPRESSLY PROVIDED IN A CUSTOMER AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, DELTA KINETICS DISCLAIMS IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, ARISING FROM OR RELATED TO THE SERVICES, EVEN IF ADVISED THAT SUCH DAMAGES WERE POSSIBLE. ANY ADDITIONAL LIABILITY LIMITS OR EXCEPTIONS ARE GOVERNED BY THE APPLICABLE CUSTOMER AGREEMENT. NOTHING IN THESE TERMS LIMITS LIABILITY THAT CANNOT LAWFULLY BE LIMITED.
You will defend and indemnify Delta Kinetics against third-party claims arising from Customer Data, your unlawful use of the Services, or your material breach of these Terms, except to the extent caused by Delta Kinetics. We will promptly notify you of a covered claim and provide reasonable cooperation. Any different or additional indemnification obligations in a Customer Agreement control.
Unless a Customer Agreement states otherwise, these Terms are governed by the laws of the State of Texas, without regard to conflict-of-law principles. Before filing a claim, each party will make a good-faith effort to resolve the dispute through direct discussion. Any legal proceeding must be brought in a state or federal court in Texas that has proper jurisdiction, and each party consents to that court's jurisdiction. Nothing prevents either party from seeking urgent injunctive relief where appropriate.
We may update these Terms from time to time. We will post the updated Terms and revise the "Last Updated" date. If a change materially reduces your rights during an active paid service period, the change will apply as permitted by your Customer Agreement or after reasonable notice. Continued use after revised Terms take effect constitutes acceptance.
Neither party may assign an applicable agreement without the other party's consent, except in connection with a merger, reorganization, sale of substantially all relevant assets, or transfer to an affiliate, provided the assignee assumes the obligations. Neither party is liable for delay caused by events beyond its reasonable control. If any provision is unenforceable, the remaining provisions remain effective. Failure to enforce a provision is not a waiver. These Terms and any applicable Customer Agreement form the complete agreement regarding their subject matter.
Delta Kinetics LLC
20710 Beech Tree Drive
Katy, TX 77449
General and sales inquiries: [email protected]
Legal notices: [email protected]
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