Terms of Use

These Terms of Use (these “Terms”) govern the use of the website(s) (the “Site”) of KM2 Solutions, LLC (“KM2”). The Site is operated by us and will provide information to visitors and our customers (collectively, “You” or “Your”) about us and our services, solutions, and other information. Please review these Terms carefully, which are intended to govern Your use of the Site. We have tried to avoid unnecessary legal verbiage wherever possible. By accessing, browsing or otherwise using the Site, You acknowledge that You have read, understood, and agree to be bound by these Terms. If You do not accept these Terms, please leave the Site and do not access, browse or use the Site. Your sole remedy is to cease accessing, browsing or using the Site.

We reserve the right to update or modify these Terms at any time without prior notice to You. Any updates are effective immediately once made available on the Site. Please review these Terms periodically. Your continued use of the Site after such updates are made will constitute Your acknowledgment of the modified Terms, and Your agreement to abide by and be bound to the terms and conditions of the updated Terms.

In addition to these Terms, Your consent to access, browse and use the Site is subject to our Privacy Policy which may be found and reviewed at www.km2solutions.com.

 

Content:

The Site contains original material, including without limitation, software, text, graphics and images, trademarks, service marks and logos (collectively “Content”) which is posted on the Site and protected by intellectual property laws. Unauthorized use of the Content is expressly prohibited. Except as expressly provided for by these Terms or permitted by prior written consent from us, all rights are reserved and You are not granted any rights under these Terms. If We have given you permission to make any copies of certain portions of the Content, You must retain all copyright and other proprietary notices contained in or on the Content on any copy You make of the Content. If we have not given you permission to make a copy of the Content, then you agree you will not make any such copies. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of any of the Content on any other website or computer environment for any purpose is expressly prohibited. If You violate any part of these Terms, Your right to access and/or use the Content and the Site shall automatically terminate and You shall immediately destroy any copies You have made of the Content.

You may not use the Site to transmit unsolicited email. You may not send unsolicited email to the Site or to anyone whose email address includes the domain name used on the Site, if any. You may not use our domain name as a pseudonymous return email address for any communications which You transmit from another location or through another service. You may not pretend to be someone else or spoof their identity when using the Site.

Posted Material:

You agree not to post or store on the Site any software, information, data, databases, music, audio, video or audio-visual files, photographs, images, documents, text, digital files or other material (“Material”) which violates or infringes upon our or any third party’s intellectual property rights (including copyrights, trademarks, trade secrets, patents, publicity rights or (to the extent protectable) confidential ideas) or which violates U.S. law or which is obscene, obscene as to minors, child pornography, defamatory, racist, lewd, lascivious, filthy, excessively violent, harassing, or otherwise objectionable.

By posting Material to the Site, You hereby grant us an irrevocable, perpetual, non-exclusive, royalty free worldwide license to reproduce, adapt, distribute, perform or publicly display all or any portion of the Material on the Site. You further represent and warrant that You own all rights to such Material or that You have obtained the signed, written permission of the owners of all rights in such Material.

You agree not to take any action that imposes an unreasonable load on the Site’s infrastructure, use any device, software or routine to interfere or attempt to interfere with the proper working of the Site or any activity being conducted on the Site, attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or making up the Site, delete or alter any Material posted on the Site by us, or frame or link to any of the materials or information available on the Site. You expressly agree that we may remove, disable or restrict access to or the availability of any Material from the Site (including, but not limited to, Material which You have posted or stored) which we believe, in good faith and in our sole discretion, to violate these Terms (whether or not we are in fact correct in our assessment). If You believe that we have acted mistakenly with respect to certain Material, You may contact us, in which case we may investigate the matter further. We reserve the right, however, to take no further action. Posting or storing Material at the Site is a privilege, not a right. Under no circumstances may we be held liable for removing, disabling or restricting access to or the availability of Material.

Third Party Information:

We may provide third party links on the Site as a convenience to You. We have no control over the content posted at these sites and make no representations about any content or material available at these locations. Links are not intended to imply sponsorship, affiliation or endorsement. If You decide to access any third-party links, You do so at Your own risk. If You believe that we have provided a link to a site that contains infringing or illegal content, we ask that You notify us so that we may evaluate whether, in our sole discretion, to disable or delete it.

We make all attempts to comply with the Digital Millennium Copyright Act of 1998. You may contact us if You believe that a work protected by a U.S. copyright which You own has been posted or stored on the Site without authorization. It is our policy to terminate, in appropriate circumstances, the access rights of repeat infringers.

Limitation of Liability and Disclaimer of Warranties:

KM2, INCLUDING OUR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS, MAKE NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, ABOUT THE SITE, OR ANY CONTENT, MATERIALS, INFORMATION OR SERVICES PROVIDED FOR ON OR BY THE SITE. THE SITE IS PROVIDED “AS IS,” AND WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SITE, OR ANY CONTENT, MATERIALS, INFORMATION OR SERVICES PROVIDED FOR ON OR BY THE SITE. WE HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. IN ADDITION, WE MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTEES THAT THE SITE WILL BE SECURE, ACCESSIBLE CONTINUOUSLY AND WITHOUT INTERRUPTION, OR ERROR FREE. TO THE EXTENT THAT YOU MIGHT OTHERWISE BELIEVE THAT ANY WARRANTIES, GUARANTEES OR REPRESENTATIONS HAVE BEEN MADE TO YOU, YOU HEREBY AGREE THAT SUCH STATEMENTS, WHETHER MADE ORALLY OR IN WRITING, ARE TO BE CONSTRUED AS MERELY NONBINDING EXPRESSIONS OF POLICY RATHER THAN AFFIRMATIVE REPRESENTATIONS, OBLIGATIONS, GUARANTEES OR WARRANTIES. IN THE EVENT OF ANY CONFLICT BETWEEN THIS SECTION AND OTHER TERMS OR PROVISIONS OF THESE TERMS, THIS SECTION SHALL BE CONSTRUED TO TAKE PRECEDENCE.

IN NO EVENT SHALL WE BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE SITE, OR ANY CONTENT, MATERIALS, INFORMATION OR SERVICES PROVIDED FOR ON OR BY THE SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF YOU CLAIM TO HAVE NOTIFIED US ABOUT SUCH DAMAGES, OR FOR ANY CLAIMS BY ANY THIRD-PARTIES.

Some states do not allow exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to You. In such states, our liability to You shall be limited to the greatest extent permitted by law.

Indemnification:

You agree to defend, indemnify, and hold us harmless from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from Your breach of these Terms or Your access to, use or misuse of the Site, or any Content, Materials, information or services provided for on or by the Site. We shall provide notice to You of any such claim, suit, or proceeding. We reserve the right to assume the exclusive defense and control of any matter which is subject to indemnification under these Terms. In such case, You agree to cooperate with any reasonable requests assisting us in the defense of such matter.

Compliance with Applicable Laws:

You expressly agree to comply with applicable laws as such relate to the Site and these Terms, including without limitation, the Content and Materials found herein. You are solely responsible for compliance with the applicable laws of Your specific jurisdiction regarding Your use of the Site and these Terms, including without limitation, the Content and Materials found herein.

Other Terms and Conditions:

This Agreement is governed by the internal substantive laws of the State of Delaware without respect to its conflict of laws provisions. You expressly agree to submit to the exclusive personal jurisdiction of the state and federal courts sitting in New Castle County, Delaware. If any provision of these Terms is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. Failure by us to act on or enforce any provision of these Terms shall not be construed as a waiver of that provision or any other provision in these Terms. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed to in writing by us, these Terms constitute the entire agreement between the parties with respect to the subject matter, and supersede all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. These Terms will inure to the benefit of our successors, assigns, licensees, and sublicensees. Any information submitted or provided by You to the Site might be publicly accessible. Important and private information should be protected by You. We are not liable for protection of privacy of electronic mail or other information transferred through the Internet or any other network that You may use.

Should You have any questions or concerns regarding these Terms, please contact us at privacy@km2solutions.com, or if You prefer, please contact us at the following address:

 

KM2 Solutions, LLC

Attn: Compliance

100 Park Avenue, Suite 1600
New York, New York 10017