Please read these Terms & Conditions of Service (“Terms & Conditions”) carefully. The Terms & Conditions are entered in between you, a test user or end user of the Klue Services (as defined below), and Klue, Inc..
Unless otherwise indicated, these Terms & Conditions apply to your (i) use of and/or access to the www.goklue.com website and/or other websites (collectively “Website”) which are owned or operated by Klue, Inc. or its affiliates (collectively, “Klue”, “we”, “us” or “our”), including any portions thereof available only to test users; (ii) your use of and/or access to the Klue Mobile Application (“Application”); (iii) your use of and/or access to the Klue software to connect to third-party wearable devices (“Software”) and (iii) your use of and/or access to any content or information and other wearable/mobile-enabled or online technology, digital tools and other services, software and products provided by us, including confidential materials, services, products, and features (including any related components, accessories, and documentation) currently under development by Klue (together with the Website, Application and Software, collectively, the “Services”). For purposes of these Terms & Conditions, “User” shall mean a user of the Klue Properties (as defined below) that installs the Application and uses the Services.
BY ACCESSING OR USING THE WEBSITE IN ANY WAY, CREATING AN ACCOUNT, DOWNLOADING OR USING THE SERVICES, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS & CONDITIONS, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH KLUE, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE TERMS & CONDITIONS PERSONALLY OR ON BEHALF OF THE COMPANY YOU HAVE NAMED AS THE USER, AND TO BIND THAT COMPANY TO THE TERMS & CONDITIONS. THE TERM “YOU” REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS THE USER WHEN YOU CREATED AN ACCOUNT. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS & CONDITIONS, YOU MAY NOT ACCESS OR USE THE WEBSITE, APPLICATION OR THE SERVICES.
THE TERMS & CONDITIONS INCLUDE (1) YOUR AGREEMENT THAT THE KLUE SERVICES ARE PROVIDED "AS IS" AND WITHOUT WARRANTY (SECTION 19); (2) YOUR CONSENT TO RELEASE KLUE FROM LIABILITY BASED ON CLAIMS BETWEEN USERS (SECTION 11) AND GENERALLY (SECTION15); AND (3) YOUR AGREEMENT TO INDEMNIFY KLUE FOR YOUR USE OF, OR INABILITY TO USE, THE SERVICES (SECTION 13).
THE TERMS & CONDITIONS INCLUDE A CLASS ACTION WAIVER AND A WAIVER OF JURY TRIALS, AND REQUIRE BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES.
THE TERMS & CONDITIONS LIMIT THE REMEDIES THAT MAY BE AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.
YOU MAY HAVE ACCESS TO FEATURES AND TOOLS WHICH ARE CURRENTLY STILL UNDER DEVELOPMENT BY KLUE. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND. SUCH FEATURES OR TOOLS MAY CONTAIN ERRORS OR BUGS AND TESTING OR QUALITY ASSURANCE OF SUCH FEATURES OR TOOLS MAY NOT HAVE BEEN COMPLETED (SECTION 18.1).
WE ARE NOT RESPONSIBLE FOR THE ACCURACY, RELIABILITY, EFFECTIVENESS, OR CORRECT USE OF INFORMATION, OPINIONS, CONTENT, FEATURES OR TOOLS YOU RECEIVE THROUGH OUR SERVICES.
YOU EXPRESSLY AGREE THAT YOUR USE OF OUR SERVICES IS VOLUNTARY AND YOU EXPRESSLY AGREE THAT YOUR USE OF OUR SERVICES IS AT YOUR SOLE RISK. YOU FURTHER DO HEREBY WAIVE ANY AND ALL SUITS, CLAIMS OR CAUSE OF ACTION FOR PROPERTY DAMAGE, PERSONAL INJURY OR DEATH INCURRED DURING OR IN ANY WAY RELATED TO YOUR USE OF OUR SERVICES, AND YOU AGREE TO BE FULLY RESPONSIBLE FOR ALL LOSS, DAMAGES, INJURY OR DEATH.
OUR TECHNOLOGY IS NOT DESIGNED TO DIAGNOSE OR TREAT MEDICAL CONDITIONS. DO NOT USE ANY INFORMATION, OPINIONS, CONTENT, FEATURES OR TOOLS OF OUR SERVICES TO MAKE MEDICAL DECISIONS (SECTION 16).
By creating an Account (as defined below) or by accessing or using the Website or Services, you agree to these Terms & Conditions and agree to be legally bound and to abide by the terms, conditions, and notices contained or referenced herein, just as if you had signed them.
Klue may change these Terms & Conditions in its sole discretion at any time and without prior notice. All such changes to the Terms & Conditions will be posted on the Website. We will also update the “Last Updated” date at the top of the Terms & Conditions.
By using the Website or Services after the posting of any changes you agree to accept any changes. If at any time you choose not to accept these Terms & Conditions, do not access the Website or otherwise use any Services. If Klue determines in its sole discretion that you have in any way breached these Terms & Conditions, Klue reserves the right to block your access, delete your account (if any), and/or otherwise block any and all current or future use of the Website, the Application or the other Services by you. Klue may require you to provide consent to the updated Terms & Conditions in a specified manner before further use of the Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you must stop using the Services. Otherwise, your continued use of the Services constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS.
In our sole discretion and without prior notice or liability, we may discontinue, modify or alter any aspect of the Services provided to you, including, but not limited to, (i) restricting the time the Services are available, (ii) restricting the amount of use permitted, (iii) restricting or terminating any user’s right to use the Services and (iv) changing any feature or functionality provided by the Services.
You agree that any termination or cancellation of your access to, or use of, the Services may be effected without prior notice. Further, you agree that we shall not be liable to you or any third-party for any termination or cancellation of your access to, or use of, our Services.
These Terms & Conditions govern your use of the Klue Services. The Application, the Website, the Services, and the information and content available on the Website and in the Application and the Services (as these terms are defined herein) (collectively, the “Klue Properties") are protected by copyright laws throughout the world. Subject to the Terms & Conditions, Klue grants you a limited license to reproduce portions of the Klue Properties for the sole purpose of using the Services for your personal, non-commercial purposes. Unless otherwise specified by Klue in a separate license, your right to use any of the Klue Properties is subject to the Terms & Conditions.
Subject to your compliance with the Terms & Conditions, Klue grants you a limited non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use the Application on mobile devices that you own or control and to run such copy of the Application solely for your own personal, non-commercial purposes.
Some of the software in our Application may be offered under an open source license that we make available to you. There may be provisions in the open source license that expressly override some of the Terms & Conditions, and you agree to be bound by the terms of such open source license.
Furthermore, with respect to any Application accessed through or downloaded from the Apple App Store (an "App Store Sourced Application"), you will only use the App Store Sourced Application (i) on an Apple-branded product that runs the iOS (Apple's proprietary operating system) and (ii) as permitted by the "Usage Rules" set forth in the Apple App Store Terms of Service.
Use of any software and associated documentation, other than the Application, that is made available via the Website or the Services ("Software") is governed by the Terms & Conditions. Subject to your compliance with the Terms & Conditions, Klue grants you a non-assignable, non-transferable, non-sublicensable, revocable non-exclusive license to use the Software for the sole purpose of enabling you to use the Services in the manner permitted by the Terms & Conditions.
Some of the software that is included in or makes up our Software may be offered under an open source license that we will make available to you. There may be provisions in the open source license that expressly override some of the Terms & Conditions, and you agree to be bound by the terms of such open source licenses.
You understand that the Klue Properties are evolving. As a result, Klue may require you to accept updates to the Klue Properties that you have installed on your computer or mobile device. You acknowledge and agree that Klue may update the Klue Properties with or without notifying you. You may need to update third-party software from time to time in order to receive the Services or use the Klue Properties.
The rights granted to you in the Terms & Conditions are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Klue Properties or any portion of the Klue Properties, including the Website, (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other the Klue Properties (including images, text, page layout or form) of Klue; (c) you shall not use any metatags or other "hidden text" using Klue's name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Klue Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to "scrape" or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) you shall not access the Klue Properties in order to build a similar or competitive website, application or service; (g) except as expressly stated herein, no part of the Klue Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Klue Properties. Any future release, update or other addition to the Klue Properties shall be subject to the Terms & Conditions. Klue, its suppliers and service providers reserve all rights not granted in the Terms & Conditions. Any unauthorized use of the Klue Properties terminates the licenses granted by Klue pursuant to the Terms & Conditions.
5.5 Third-Party Services
As a part of the Klue Properties, you may have access to materials, websites, applications, services and resources (collectively “Third-Party Services”) that are hosted by another party. You agree that it is impossible for Klue to monitor Third-Party Services and that you access Third-Party Services at your own risk. Klue reserves the exclusive right, at its sole discretion, to add, change, decline or remove, without notice, any links to Third-Party Services.
In order to access certain features of the Klue Properties, you may be required to become a Registered User. For purposes of the Terms & Conditions, a "Registered User" is a User who has registered an account ("Account").
In registering for the Services, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by the Services' registration form (the "Registration Data"); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete.
You represent that you are (i) at least thirteen (13) years old; (ii) of legal age to form a binding contract; and (iii) not a person barred from using the Klue Properties under the laws of the United States, your place of residence or any other applicable jurisdiction.
You are responsible for all activities that occur under your Account. You may not share your Account or password with anyone, and you agree to notify Klue immediately of any unauthorized use of your password or any other breach of security.
Klue cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
If you provide any information that is untrue, inaccurate, not current or incomplete, or Klue has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Klue has the right to suspend or terminate your Account and refuse any and all current or future use of the Klue Properties (or any portion thereof).
You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You agree that you shall not have more than one Account at any given time.
Klue reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party's rights.
You agree not to create an Account or use the Klue Properties if you have been previously removed by Klue, or if you have been previously banned from any of the Klue Properties.
We may need to contact you about your use of one or more of our Services. These communications are part of our Services and you may not opt-out from receiving them.
"Content" is defined as any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible through the Klue Properties.
You acknowledge that you, and not Klue, are entirely responsible for any Content that you may upload, or otherwise make available ("Make Available") through the Klue Properties ("Your Content"), and that you and other Users of the Klue Properties, and not Klue, are similarly responsible for all Content they Make Available through the Klue Properties ("User Content").
By submitting or sending information or other material to Klue or otherwise via the Services you represent and warrant that the information is original to you and that no other party has any rights to such information or material. All submitted content may be edited for any purpose.
You acknowledge that Klue has no obligation to pre-screen Content (including, but not limited to, User Content), although Klue reserves the right in its sole discretion to pre-screen, refuse or remove any Content.
By entering into the Terms & Conditions, you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications. In the event that Klue pre-screens, refuses or removes any Content, you acknowledge that Klue will do so for Klue’s benefit, not yours. Without limiting the foregoing, Klue shall have the right to remove any Content that violates the Terms & Conditions or is otherwise objectionable.
You agree that Klue and its suppliers own all rights, title and interest in the Services and Klue Properties (including but not limited to, copyrights, patents, trademarks, trade secrets, methods of operation, moral rights, and documentation). You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Product or the Klue Properties.
Graphics, logos, service marks and trade names used on or in connection with the Klue Properties or in connection with the Services are the trademarks of Klue and may not be used without permission in connection with any third-party products or services. Other trademarks, service marks and trade names that may appear on or in the Klue Properties are the property of their respective owners.
Except with respect to Your Content, you agree that you have no right or title in or to any Content that appears on or in the Klue Properties.
Klue does not claim ownership of Your Content. However, when you as a User upload Your Content on or in the Klue Properties, you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Your Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your Content.
Subject to any applicable account settings that you select, you grant Klue a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display, Your Content (in whole or in part) for the purposes of operating and providing the Klue Properties to you and to our other Users.
Please remember that other Users may search for, see, use, modify and reproduce any of Your Content that you submit to any "public" area of the Klue Properties.
You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You agree that you, not Klue, are responsible for all of Your Content that you Make Available on or in the Klue Properties.
Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of Klue.
You agree that submission of any ideas, suggestions, documents, and/or proposals to Klue through its suggestion, feedback, wiki, forum or similar pages ("Feedback") is at your own risk and that Klue has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback.
You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Klue a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Klue Properties.
As a condition of use, you agree not to use the Klue Properties for any purpose that is prohibited by the Terms & Conditions or by applicable law. You shall not (and shall not permit any third-party) either (a) to take any action or (b) Make Available any Content on or through the Klue Properties that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity; (ii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, offensive, or profane; (iii) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (iv) involves commercial activities and/or sales without Klue's prior written consent, such as contests, sweepstakes, barter, advertising, or pyramid schemes; (v) impersonates any person or entity, including any employee or representative of Klue; (vi) interferes with or attempts to interfere with the proper functioning of the Klue Properties or uses the Klue Properties in any way not expressly permitted by the Terms & Conditions; or (vii) to attempt or engage in any potentially harmful acts that are directed against the Klue Properties, including but not limited to violating or attempting to violate any security features of the Klue Properties, using manual or automated software or other means to access, "scrape," "crawl" or "spider" any pages contained in the Klue Properties, introducing viruses, worms, or similar harmful code into the Klue Properties, or interfering or attempting to interfere with use of the Klue Properties by any other User, host or network, including by means of overloading, "flooding," "spamming," "mail bombing", or "crashing" the Klue Properties.
Klue may, but is not obligated to, monitor or review the Klue Properties and Content at any time. Without limiting the foregoing, Klue shall have the right, in its sole discretion, to remove any of Your Content for any reason (or no reason), including if such Content violates the Terms or any applicable law. Although Klue does not generally monitor User activity occurring in connection with the Klue Properties or Content, if Klue becomes aware of any possible violations by you of any provision of the Terms & Conditions, Klue reserves the right to investigate such violations, and Klue may, at its sole discretion, immediately terminate your license to use the Klue Properties, or change, alter or remove Your Content, in whole or in part, without prior notice to you.
The Klue Properties may contain User Content provided by other Users. Klue is not responsible for and does not control User Content. Klue has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to User Content. You use all User Content and interact with other Users at your own risk.
The Klue Properties may contain links to third-party websites and applications ("Third-Party Websites & Applications") and advertisements for third parties (collectively, "Third-Party Websites, Applications & Ads").
When you click on a link to a third-party website, application or ad, we will not warn you that you have left the Klue Properties and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites, Applications & Ads are not under the control of Klue. Klue is not responsible for any Third-Party Websites, Applications & Ads. Klue provides these Third-Party Websites, Applications & Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites, Applications & Ads, or their products or services.
You use all links in Third-Party Websites, Applications & Ads at your own risk. When you leave our Website, our Terms & Conditions and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites & Applications, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
You agree to indemnify and hold Klue, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively, the "Klue Parties") harmless from any losses, costs, liabilities and expenses (including reasonable attorneys' fees) relating to or arising out of: (a) Your Content; (b) your use of, or inability to use, the Klue Properties; (c) your violation of the Terms & Conditions; (d) your violation of any rights of another party, including any other Users of the Klue Properties; or (e) your violation of any applicable laws, rules or regulations. Klue reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Klue in asserting any available defenses. You agree that the provisions in this section will survive any termination of your Account, the Terms or your access to the Klue Properties.
BY ENGAGING WITH KLUE, YOU ARE PARTICIPATING VOLUNTARILY AND YOU ASSUME FULL RESPONSIBILITY FOR YOUR HEALTH AND ANY AND ALL RISK OF LOSS, PROPERTY DAMAGE OR PERSONAL INJURY, INCLUDING DEATH, THAT MAY BE SUSTAINED BY YOU AS A RESULT OF SUCH PARTICIPATION.
BY CONTINUING TO MAKE USE OF KLUE SERVICES, YOU HEREBY RELEASE, WAIVE, DISCHARGE AND COVENANT NOT TO SUE KLUE (AND ANY SUCCESSORS-IN-INTEREST THERETO) AND ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS AND AGENTS (COLLECTIVELY, “RELEASEES”) FROM ALL LIABILITY TO YOU AND YOUR PERSONAL REPRESENTATIVES, ASSIGNS, HEIRS AND NEXT OF KIN FOR ANY LOSS OR DAMAGE, AND ANY CLAIM OR DEMAND THEREFOR ON ACCOUNT OF INJURY TO PERSON (INCLUDING DEATH) OR PROPERTY, WHETHER CAUSED BY THE NEGLIGENCE OF THE RELEASEES OR OTHERWISE WHILE YOU ARE PARTICIPATING IN ANY KLUE SERVICES.
If you are a California resident, you hereby waive California Civil Code Section 1542, which states, "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor."
We are not responsible for the accuracy, reliability, effectiveness, or correct use of information you receive through our Services. IF YOU RELY ON ANY CONTENT OR FEATURES OF OUR SERVICES, YOU DO SO SOLELY AT YOUR OWN RISK.
The accuracy of the data collected and presented through our Services is not intended to match that of medical devices or scientific measurement devices.
Our Services are not intended to diagnose, treat, cure, or prevent any disease. All information and opinions offered in connection with Klue, or otherwise contained on the Website or provided via the Services, are presented solely for informational purposes and are not intended to replace the services of a doctor or other qualified medical professional.
You should not use any such information or opinions for diagnosing, treating, curing or preventing any medical or health condition. No such information or opinions are intended to constitute, nor should they be considered to be, medical advice or to serve as a substitute for professional medical advice. The use of any such information or opinions is solely at your own risk.
As all information presented in connection with Klue Services, or otherwise contained on the Website or provided via the Services, is only of a general character, no individual results or health effects can be guaranteed, predicted or foreseen. No statements made in connection with Klue Services, or otherwise contained on the Website or provided via the Services, have been evaluated by the U.S. Food and Drug Administration or any other domestic or foreign government agency for their accuracy.
If you think you may have a medical emergency, call your doctor or your local emergency number immediately.
Do not use any of the Services if you are under the age of 18 or are pregnant, breastfeeding or actively trying to become pregnant, without a parent or physician consent. Should you experience any adverse reactions while using any of the Services, contact your health care provider immediately.
As part of using our Services, you may be use a wearable device. Wearable devices may pose risks for users with certain health or medical conditions. Consult your doctor prior to use if you (1) have a medical or heart condition, (2) are taking any photosensitive medicine, (3) have epilepsy or are sensitive to flashing lights, (4) have reduced circulation or bruise easily, or (5) have tendonitis, carpal tunnel syndrome, or other musculoskeletal disorders. If you feel soreness, tingling, numbness, burning or stiffness in your hands or wrists while or after wearing the product, please discontinue use immediately.
Prolonged contact with wearable devices may contribute to skin irritation or allergies in some users. To reduce irritation, follow four simple wear and care tips: (1) Keep it clean; (2) keep it dry; (3) don’t wear it too tight, and (4) give your wrist a rest by removing the band for an hour after extended wear. If you notice any skin irritation, remove your device immediately and consult your doctor.
From time to time, Klue may offer contests, promotions or games (collectively, “Games”) as part of the Services, which Games may require the completion of registration forms. Upon submission, all registrations become the exclusive property of Klue. Participation in any Game shall be subject to the rules published by Klue with regard thereto, and you agree to release Klue and its affiliates, agents, advertisers, sponsors and promotional partners from all liability arising from participation in any Game located on, or accessed through, the Services. Some Games may offer prizes to participants; all such prizes are subject to the rules of such Game. Klue reserves the right to cancel, terminate or alter any Game or the rules thereof at any time without prior notice.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE KLUE PROPERTIES IS AT YOUR SOLE RISK, AND THE KLUE PROPERTIES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS. KLUE PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO (i) WARRANTIES CONCERNING AVAILABILITY, ACCURACY, APPROPRIATENESS, RELIABILITY, TIMELINESS, USEFULNESS OR OTHERWISE OF THE CONTENT ON THE WEBSITE OR THE SERVICES; AND (ii) WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THIS DISCLAIMER APPLIES TO ANY DAMAGES OR INJURY CAUSED BY THE SERVICES, INCLUDING, WITHOUT LIMITATION, AS A RESULT OF (1) ANY ERROR, OMISSION OR DEFECT IN THE CONTENT, OR (2) ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORT, NEGLIGENCE, DEFAMATION OR UNDER ANY OTHER CAUSE OF ACTION.
(a) THE KLUE PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE KLUE PROPERTIES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE KLUE PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE KLUE PROPERTIES WILL BE ACCURATE OR RELIABLE; OR (4) ANY ERRORS IN THE KLUE PROPERTIES WILL BE CORRECTED.
(b) KLUE DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY DEVICE OR OTHER GOODS USED IN CONNECTION WITH THE KLUE PROPERTIES (INCLUDING, BUT NOT LIMITED TO, THIRD PARTY WEARABLE DEVICES).
(c) ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE KLUE PROPERTIES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR PERSON, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE KLUE PROPERTIES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT. KLUE DOES NOT WARRANT THAT ANY PORTION OF THE SERVICES WILL BE FREE OF INFECTION BY VIRUSES, WORMS, TROJAN HORSES OR ANYTHING ELSE MANIFESTING CONTAMINATING OR DESTRUCTIVE PROPERTIES, OR (2) THAT ACCESS TO THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
(d) THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. KLUE MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES.
(e) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM KLUE OR THROUGH THE KLUE PROPERTIES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
(f) From time to time, Klue may offer new "beta" features or tools with which its users may experiment. Such features or tools are offered solely for experimental purposes and without any warranty of any kind, and may be modified or discontinued at Klue’s sole discretion. Such features or tools may contain errors or bugs and testing or quality assurance of such features or tools may not have been completed. The provisions of this section apply with full force to such features or tools.
YOU ACKNOWLEDGE AND AGREE THAT THE KLUE PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE KLUE PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE KLUE PROPERTIES. YOU UNDERSTAND THAT KLUE DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OR ACTIONS OF USERS OF THE KLUE PROPERTIES. KLUE MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE KLUE PROPERTIES OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE KLUE PROPERTIES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE KLUE PROPERTIES.
IN NO EVENT WILL THE KLUE PARTIES BE LIABLE TO ANY PARTY FOR: (i) ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR ANY OTHER DAMAGES ARISING IN ANY WAY OUT OF THE AVAILABILITY, USE, RELIANCE ON, OR INABILITY TO USE THE SERVICES, EVEN IF KLUE OR ITS AGENTS SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE; (ii) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS OR OTHER INACCURACIES IN, OR DESTRUCTIVE PROPERTIES OF, THE SERVICES; (iii) PERSONAL INJURY OR DEATH CAUSED BY YOUR USE OR MISUSE OF THE SERVICES; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR VIA THE SERVICES; OR (v) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS, PERSONAL INFORMATION OR DATA.
UNDER NO CIRCUMSTANCES WILL THE KLUE PARTIES BE LIABLE TO YOU FOR MORE THAN THE AMOUNT RECEIVED BY KLUE AS A RESULT OF YOUR USE OF THE KLUE PROPERTIES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEEDING THE EVENT THAT GAVE RISE TO SUCH CLAIM. IF YOU HAVE NOT PAID KLUE ANY AMOUNTS DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEEDING THE EVENT THAT GAVE RISE TO SUCH CLAIM, KLUE'S SOLE AND EXCLUSIVE LIABILITY SHALL BE LIMITED TO FIFTY DOLLARS ($50).
THE KLUE PARTIES ASSUME NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY DATA OR CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.
THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN KLUE AND YOU. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
It is Klue's policy to terminate the Account of any User who repeatedly infringes copyright upon prompt notification to Klue by the copyright owner or the copyright owner's legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Klue Properties in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the location on the Klue Properties of the material that you claim is infringing; (4) your address, telephone number and e-mail address; (5) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. Contact information for Klue's Copyright Agent for notice of claims of copyright infringement is as follows: email@example.com, 55 E 3rd Avenue, San Mateo CA 94401.
The Terms & Conditions commence on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use the Klue Properties, unless terminated earlier in accordance with the Terms & Conditions.
Notwithstanding the foregoing, if you used the Klue Properties prior to the date you accepted the Terms & Conditions, you hereby acknowledge and agree that the Terms & Conditions commenced on the date you first used the Klue Properties (whichever is earlier) and will remain in full force and effect while you use the Klue Properties, unless earlier terminated in accordance with the Terms & Conditions.
If payment is required for Services and timely payment cannot be charged to you for any reason, if you have materially breached any provision of the Terms & Conditions, or if Klue is required to do so by law (e.g., where the provision of the Website, the Application or the Services is, or becomes, unlawful), Klue has the right to, immediately and without notice, suspend or terminate any Services provided to you. You agree that all terminations for cause shall be made in Klue's sole discretion and that Klue shall not be liable to you or any third party for any termination of your Account or any Services.
If you want to terminate the Services provided by Klue, you may do so by (a) notifying Klue at any time and (b) closing your Account for all of the Services that you use. Your notice should be sent, in writing, to Klue's address set forth below.
Termination of any Service includes removal of access to such Service and barring of further use of the Service. Termination of all Services also includes deletion of your password and all related information, files and Content associated with or inside your Account (or any part thereof), including Your Content. Upon termination of any Service, your right to use such Service will automatically terminate immediately. You understand that any termination of Services may involve deletion of Your Content associated therewith from our live databases. Klue will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of the Terms & Conditions which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
If Klue becomes aware of any possible violations by you of the Terms & Conditions, Klue reserves the right to investigate such violations. In the event that Klue determines, in its sole discretion, that you have breached any portion of the Terms & Conditions, or have otherwise demonstrated conduct inappropriate for the Klue Properties, Klue reserves the right to (i) warn you via e-mail (to any e-mail address you have provided to Klue) that you have violated the Terms & Conditions; (ii) delete any of Your Content provided by you or your agent(s) to the Klue Properties; (iii) discontinue your registration(s) with any of the Klue Properties, including the Services; (iv) notify and/or send Content to and/or fully cooperate with the proper law enforcement authorities for further action; and/or (v) pursue any other action which Klue deems to be appropriate. If, as a result of the investigation, Klue believes that criminal activity has occurred, Klue reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. Klue is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in the Klue Properties, including Your Content, in Klue's possession in connection with your use of the Klue Properties, to (i) comply with applicable laws, legal process or governmental request; (ii) enforce the Terms & Conditions, (iii) respond to any claims that Your Content violates the rights of third parties, (iv) respond to your requests for customer service, or (v) protect the rights, property or personal safety of Klue, its Users or the public, and all enforcement or other government officials, as Klue in its sole discretion believes to be necessary or appropriate.
If your Account or access to the Klue Properties or Klue Services is terminated by Klue due to your violation of any portion of the Terms & Conditions or for conduct otherwise inappropriate for the community, then you agree that you shall not attempt to re-register with or access the Klue Properties through use of a different member name or otherwise. In the event that you violate the immediately preceding sentence, Klue reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.
(a) Applicability of Arbitration Agreement. All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Terms & Conditions or the use of any Services provided by Klue that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. Unless otherwise agreed, all arbitration proceedings shall be held in English. This Arbitration Agreement applies to you and Klue, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Terms & Conditions.
(b) Notice Requirement and Informal Dispute Resolution . Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute ("Notice") describing the nature and basis of the claim or dispute, and the requested relief. A Notice to Klue should be sent to: 55 E 3rd Avenue, San Mateo CA 94401. After the Notice is received, you and Klue may attempt to resolve the claim or dispute informally. If you and Klue do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.
(c) Arbitration Rules . Arbitration shall be initiated through the American Arbitration Association ("AAA"), an established alternative dispute resolution provider ("ADR Provider") that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Terms. The AAA Consumer Arbitration Rules governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in a location within 100 miles of your residence, unless you reside outside of the United States, and unless the parties agree otherwise. If you reside outside of the U.S., the arbitrator shall give the parties reasonable notice of the date, time and place of any oral hearing. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. If the arbitrator grants you an award that is greater than the last settlement offer that Klue made to you prior to the initiation of arbitration, Klue will pay you the greater of the award or $2,500. Each party shall bear its own costs (including attorney's fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider.
(d) Additional Rules for Non-Appearance Based Arbitration . If non-appearance based arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.
(e) Time Limits. If you or Klue pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the AAA Rules for the pertinent claim.
(f) Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and Klue, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the AAA Rules, and the Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and Klue.
(g) Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise between you and Klue in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND KLUE WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.
(h) Waiver of Class or Consolidated Actions . ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.
(i) Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.
(j) Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Agreement shall continue in full force and effect.
(k) Right to Waive. Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.
(l) Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Klue.
(m) Small Claims Court. Notwithstanding the foregoing, either you or Klue may bring an individual action in small claims court.
(n) Emergency Equitable Relief . Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.
(o) Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located within Santa Clara County, California, for such purpose.
The communications between you and Klue use electronic means, whether you visit the Klue Properties or send Klue e-mails, or whether Klue posts notices on the Klue Properties or communicates with you via e-mail or via SMS messages or Notifications on your mobile phone. For contractual purposes, you (1) consent to receive communications from Klue in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Klue provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
In using the Services, you may receive periodic electronic communications from Klue regarding the Services, such as new product offers and other information regarding the Website and/or Application, which are part of the Services and which you cannot opt out of receiving.
You may also receive periodic promotions and other offers or materials Klue believes might be of interest to you. You can opt-out of receiving these promotional messages at any time by following the unsubscribe instructions contained in each message.
The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Klue's prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
Klue shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
If you have any questions, complaints or claims with respect to the Klue Properties, please contact us at: firstname.lastname@example.org. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
YOU AND KLUE AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE TERMS, THE KLUE PROPERTIES OR THE CONTENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
The Terms & Conditions and any action related thereto will be governed and interpreted by and under the laws of the State of California, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
It is the express wish of the parties that the Terms & Conditions and all related documents have been drawn up in English.
Where Klue requires that you provide an e-mail address, you are responsible for providing Klue with your most current e-mail address. In the event that the last e-mail address you provided to Klue is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms & Conditions, Klue's dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Klue at the address: 55 E 3rd Avenue, San Mateo CA 94401. Such notice shall be deemed given when received by Klue by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
Any waiver or failure to enforce any provision of the Terms & Conditions on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
If any provision of the Terms & Conditions is, for any reason, held to be invalid or unenforceable, the other provisions of the Terms & Conditions will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
In accordance with California Civil Code Â§1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
The Terms & Conditions are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.
End of Term
SECTION 24 - CONTACT INFORMATION
If you have any questions about these Terms & Conditions or the Services, please contact us at email@example.com.