These Terms were last modified on January 11, 2018.
Agreement to Terms; Modification of Terms
ARBITRATION NOTICE: AS SET FORTH IN GREATER DETAIL IN THE “DISPUTE RESOLUTION” SECTION BELOW, DISPUTES BETWEEN YOU AND KEIRO WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND YOU ARE (SUBJECT TO THE LIMITED EXCEPTIONS DESCRIBED IN THE “DISPUTE RESOLUTION” SECTION BELOW) WAIVING YOUR RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.
Content and Content Rights
Keiro and its licensors exclusively own all right, title, and interest in and to the Site and all information, text, software, data, photographs, music, video, messages, tags, scripts, graphics, sounds, audiovisual combinations, interactive features, works of authorship of any kind, and information or other materials that are posted, generated, provided, or otherwise made available through the Site and all associated intellectual property rights (collectively, “Content”). The Site and the Content may be protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws and Keiro reserves all rights therein.
Subject to your compliance with these Terms, Keiro grants you a personal, noncommercial, nonexclusive, nontransferable, non-sublicensable, revocable license to download, view, display, and use the Content made available through the Site solely in connection with your permitted use of the Site. Except as expressly authorized by Keiro in writing, you shall not modify, rent, lease, loan, sell, distribute, translate or create derivative works based on any Content, in whole or in part. You further agree not to remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Site or Content.
The Site may contain Content submitted by third parties (“Third Party Content”). Third Party Content may include, without limitation, information, text, software, data, photographs, music, video, messages, tags, scripts, graphics, sounds, audiovisual combinations, interactive features, and works of authorship of any kind. You agree that all Third Party Content is the sole responsibility of the individual from whom such Third Party Content originated and, accordingly, that (i) you are solely responsible for evaluating any and all Third Party Content made available by way of the Site, and (ii) Keiro provides no assurances concerning the accuracy, integrity or quality of such Third Party Content. It is expressly understood that by use of the Site, you shall be responsible for any losses or liability to which you may be exposed as a result of Third Party Content including, but not limited to, any errors or omissions in any Third Party Content and/or any loss or damage of any kind incurred as a result of the use of any Third Party Content made available by Keiro. Keiro reserves the right, but is not obligated, to reject, remove, redact or edit Third Party Content at any time and without notice and for any reason, but no exercise of such right shall make Keiro responsible in any way for the contents of Third Party Content.
You may elect to provide us with feedback, comments, ideas, proposals and suggestions for improvements to the Site (“Feedback”). You grant to us a worldwide, perpetual, irrevocable, fully-paid, royalty-free, transferrable and fully-sublicensable, nonexclusive right and license under any and all intellectual property rights that you own or control to use, permit the use of, copy, reproduce, distribute, publish, modify, adapt or otherwise create derivative works from, publicly perform, publicly display and otherwise exploit and utilize the Feedback for any purpose. You acknowledge that Keiro is under no obligation to either compensate or provide any form of reimbursement in any manner or nature for any such Feedback nor is Keiro under any obligation to ensure or maintain the confidentiality of any such Feedback.
You agree that you are responsible for your own conduct while using the Site, and for any consequences thereof. You agree that when using the Site and Content, you will follow the following basic rules of conduct:
- You will not interfere with, or attempt to interfere with, the access of any user, host, or network, including, without limitation, overloading, flooding, spamming, or mail-bombing the Site.
- You will not take any action that imposes, or may impose, an unreasonable or disproportionately large load on the Site or Keiro’s infrastructure supporting or associated with the Site.
- You will not disrupt the normal flow of communication, interfere with or attempt to interfere with the proper working of the Site, or otherwise act in any manner that would negatively affect other users’ ability to use the Site.
- You will not access, tamper with, or use nonpublic areas of the Site, Keiro’s computer systems, or the technical delivery systems of Keiro’s providers.
- You will not attempt to harvest any user names, e-mail addresses or similar information from the Site; and you will not collect or store personal information about any other individual obtained through the Site.
- You will not manipulate the Site so as to hide your identity or use of the Site or impersonate any other person or misrepresent an affiliation or a relationship with any person or entity, including, without limitation, impersonating a Keiro representative or misrepresenting a relationship with Keiro, and you will not adopt a false identity or deceive or defraud another user.
- You will not use the Site or Content, or any portion thereof, for any commercial purpose or for the benefit of any third party or in a manner not permitted by these Terms.
- You will not extract, scrape, index, copy, use, display, mirror, or frame the Site or any element within the Site, Keiro’s name, any Keiro trademark, logo, or other proprietary information, or any Content, without Keiro’s express written consent.
- You will not attempt to probe, scan, or test the vulnerability of any system or network of Keiro or any of Keiro’s providers or seek to breach any security or authentication measures.
- You will not avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Keiro or any of Keiro’s providers or any other third party to protect the Site or Content.
- You will not attempt to access or search the Site or Content, or download Content from the Site through the use of any technology or means (including, without limitation, automation software, bots, spiders, crawlers, data-mining tools, or hacks, tools, agents, engines, or devices of any kind) other than those provided by Keiro.
- You will not forge any TCP/IP packet header or any part of the header information in communication, or in any way use the Site or Content to send altered, deceptive, or false source-identifying information.
- You will not attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Site or Content.
- You will not encourage or enable any other individual to do any of the foregoing.
Although Keiro is not obligated to monitor access to or use of the Site or Content or to review or edit any Content, we have the right to do so to operate the Site, to ensure compliance with these Terms, to comply with applicable law or other legal requirements or for any other reasons we determine appropriate. We also have the right to investigate violations of these Terms or conduct that affects the Site. We may also consult and cooperate with law enforcement authorities as we determine appropriate in our sole discretion.
If you believe that any of the Content available through the Site infringes upon your copyright or other intellectual property right, or that your rights in any copyright or other intellectual property right are being infringed by any materials available through the Site, please provide the following:
- An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property right;
- A description of the copyrighted work or other intellectual property right that you claim has been infringed;
- A description of the Content which you allege is infringing upon your intellectual property, and its location in the Site;
- The physical address, telephone number, and email address of the owner of the intellectual property;
- A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner (or intellectual property right owner, as applicable), its agent, or the law; and
- A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the owner of the copyright or other intellectual property right or authorized to act on the behalf of the owner of the copyright or intellectual property right.
The foregoing information should be provided to Keiro’s agent for notice of claims of copyright or other intellectual property infringement, who can be reached as follows:
420 East Third Street, Suite 1000
Los Angeles, California 90013
E-mail: [email protected]
It is Keiro’s policy, in appropriate circumstances, to deal with any person or entity who is a repeat infringer or who is repeatedly charged with infringement by eliminating links on the Site to such person’s or entity’s website, by eliminating all posts on the Site made by such person or entity, and/or by terminating such person’s or entity’s access to and use of the Site, as appropriate.
Links to Third Party Websites or Resources
The Site may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products, or services on or available from those websites, or resources or links displayed on such websites. You acknowledge and agree that Keiro is not responsible for the availability of any such external sites or resources, and Keiro does not endorse, nor is it responsible or liable for, any content, products, advertising or any other materials, on or available from such third party sites or resources. You are solely responsible for, and assume all risk arising from, your use of any third-party websites or resources.
We may terminate your access to and use of the Site, at our sole discretion, at any time and without notice or liability to you. We may also change or discontinue all or any part of the Site at any time and without notice or liability to you.
Upon any termination, or discontinuation of Site, the following provisions of these Terms will survive: Arbitration Notice; Content and Content Rights; Feedback; Disclaimer of Warranties; Limitation of Liability; Exclusions and Limitations; Indemnity; Dispute Resolution; General Terms.
Disclaimer of Warranties
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF THE SITE IS AT YOUR SOLE RISK. THE SITE AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, KEIRO EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, WITH RESPECT TO THE SITE AND CONTENT, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITATION TO THE FOREGOING, KEIRO EXPRESSLY DISCLAIMS ANY WARRANTIES THAT (i) THE SITE OR THE CONTENT WILL MEET YOUR REQUIREMENTS; (ii) YOUR ACCESS TO THE SITE OR THE CONTENT SHALL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THE CONTENT OR ANY INFORMATION WHICH MAY BE OBTAINED OR DERIVED FROM THE SITE OR THE CONTENT WILL BE ACCURATE, RELIABLE, TIMELY OR COMPLETE; (iv) THE QUALITY OF ANY CONTENT OR OTHER MATERIAL WHICH MAY BE OBTAINED BY YOU THROUGH THE SITE WILL MEET YOUR EXPECTATIONS; AND (v) ANY SUCH ERRORS CONTAINED IN THE SITE WILL BE CORRECTED.
ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED BY WAY OF THE SITE SHALL BE ACCESSED AND USED BY YOU AT YOUR SOLE DISCRETION AND SOLE RISK, AND AS SUCH YOU SHALL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGE TO YOUR COMPUTER AND/OR INTERNET ACCESS, DOWNLOADING AND/OR DISPLAYING, OR FOR ANY LOSS OF DATA THAT COULD RESULT FROM THE DOWNLOAD OR USE OF THE SITE OR ANY SUCH CONTENT.
Limitation of Liability
TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU EXPLICITLY ACKNOWLEDGE, UNDERSTAND AND AGREE THAT NEITHER KEIRO NOR ANY OTHER PARTY INVOLVED IN CREATION, PRODUCTION, DEVELOPMENT, DISTRIBUTION OR DELIVERY OF THE SITE OR CONTENT WILL BE LIABLE TO YOU FOR ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES WHICH MAY BE RELATED TO THE LOSS OF ANY PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, OR FROM THE USE OF OR INABILITY TO USE THE SITE OR CONTENT, IN EACH CASE WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT KEIRO OR ANY OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY THAT SAID DAMAGES MAY OCCUR, AND EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
IN NO EVENT WILL THE TOTAL LIABILITY OF KEIRO ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE SITE OR CONTENT OR OTHERWISE IN CONNECTION WITH THESE TERMS EXCEED ONE THOUSAND DOLLARS ($1,000).
THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN KEIRO AND YOU.
Exclusion And Limitations
THERE ARE SOME JURISDICTIONS THAT DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. THEREFORE, SOME OF THE ABOVE LIMITATIONS SET FORTH UNDER “DISCLAIMERS OF WARRANTY” AND “LIMITATION OF LIABILITY” MAY NOT APPLY TO YOU; HOWEVER, THEY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
You shall indemnify and hold harmless Keiro and its affiliates and their respective directors, officers, shareholders, managers, members, employees, contractors, licensors, suppliers, vendors, partners, agents and representatives from and against any liability, loss, cost, claim, dispute, demand, damages or other harm of any kind, including reasonable attorneys’ fees and accounting fees, incurred or arising out of or in connection with (a) your access to or use of the Site or Content; (b) your violation of any provision in these Terms; or (c) your violation of any laws or any rights of a third party.
You and Keiro agree that any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof or the use of the Site or Content (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right: (a) to bring an individual action in small claims court and (b) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights (the action described in this clause (b), an “IP Protection Action”). Without limiting the preceding sentence, you will also have the right to litigate any other Dispute if you provide Keiro with written notice of your desire to do so by email or regular mail to Keiro Services, 420 East Third Street, Suite 1000, Los Angeles, California 90013, Attention Webmaster, within thirty (30) days following the date you first accept these Terms (such notice, an “Arbitration Opt-out Notice”). If you don’t provide Keiro with an Arbitration Opt-out Notice within the thirty (30) day period, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute except as expressly set forth in clauses (a) and (b) above. The exclusive jurisdiction and venue of any IP Protection Action or, if you timely provide Keiro with an Arbitration Opt-out Notice, will be the state and federal courts located in the Central District of California, and each of the parties hereto waives any objection to jurisdiction and venue in such courts. Unless you timely provide Keiro with an Arbitration Opt-out Notice, you acknowledge and agree that you and Keiro are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and Keiro otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms.
The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes then in effect (the “AAA Rules”), except as modified by this “Dispute Resolution” section. The AAA Rules are available at the AAA website at www.adr.org. The Federal Arbitration Act will govern the interpretation and enforcement of this Section. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA’s roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules. The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award of damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim.
Without limiting the liability limitations set forth in the “Limitation of Liability” section of these Terms, if your claim for damages does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that you and Keiro submit to the arbitrator, unless the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
Without limiting the liability limitations set forth in the “Limitation of Liability” section of these Terms, if your claim for damages does not exceed $75,000, Keiro will pay all the AAA filing, administrative, and arbitrator fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rules of Civil Procedure 11(b)). We will not otherwise be responsible for such fees or any other fees you may incur in connection with any arbitration proceeding.
Notwithstanding the provisions of the “Agreement to Terms; Modification of Terms” section above, if Keiro changes this “Dispute Resolution” section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice within 30 days of the date such change became effective, as indicated in the “Last Update” date above or in the date of Keiro’s communication to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Keiro in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
You and Keiro mutually agree that these Terms and the relationship between you and Keiro shall be governed by the laws of the State of California without regard to its conflict of law provisions. HOWEVER, THIS PROVISION SHALL NOT BE CONSTRUED TO LIMIT YOUR RIGHTS UNDER CONSUMER PROTECTION LAWS OF YOUR STATE OF RESIDENCE.
These Terms constitute the entire agreement between you and Keiro and shall govern the Site and Content, superseding any prior version of these Terms and any and all prior oral or written understandings or agreements between Keiro and you regarding the Site and Content.
No failure or delay in exercising or enforcing any right or provision of these Terms shall constitute a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Keiro. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
Subject to the provisions of the “Dispute Resolution” section of these Terms, if any provision of these Terms is determined to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of these Terms will remain in full force and effect.
Keiro may furnish you with notices relating to these Terms by any reasonable means currently known or which may be developed including, but not limited to, email, regular mail, MMS or SMS, text messaging, or postings to the Site. To the extent that Keiro uses any contact information you have provided, you agree that transmittal in accordance with such contact information shall be deemed valid notice to you, and any failure by you to update such information shall not affect the validity of such notice given to you.
You may not assign or transfer these Terms, by operation of law or otherwise, without Keiro’s prior written consent. Any attempt by you to assign or transfer these Terms without such consent will be null and void. Keiro may assign or transfer the agreement between you and Keiro represented by these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns. There are no third-party beneficiaries to these Terms.
If you have any questions about these Terms or the Site, please contact Keiro at [email protected] or 420 East Third Street, Suite 1000, Los Angeles, California 90013, Attention Webmaster.