PLEASE READ THESE TERMS CAREFULLY, AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. YOU SHOULD REVIEW THESE TERMS, AS MODIFIED OR AMENDED FROM TIME TO TIME, AS THEY CREATE A BINDING CONTRACT BETWEEN YOU AND KINGSDOWN.
1. Binding Effect / Users. These Terms set forth the legally binding terms for your use of the Website. “Use” of or “Using” the Website includes browsing, using, or accessing all or any part of the Website and any content offered therein. Your use of the Website signifies that you have read, understand and agree to be bound by these Terms. You are only authorized to use the Website (regardless of whether your use is intended) if you agree to abide by all applicable laws and these Terms. If you do not agree to abide by all applicable laws and these Terms, you should discontinue use of the Website immediately.
2. Other Policies / Terms. All policies currently posted on the Website, and all policies that may be posted by us on the Website in the future, in our sole discretion, are hereby incorporated into these Terms.
3. Modification of Terms. WE RESERVE THE RIGHT TO CHANGE, ADD TO, OR DELETE, PORTIONS OF THESE TERMS WITHOUT FURTHER NOTICE TO YOU, IN OUR SOLE DISCRETION. If we do this, we will post such modifications on our website. Each such modification shall be effective upon posting. Your continued use of the Website after Kingsdown posts a modification signifies your acceptance of such modification. It is your responsibility to review these Terms regularly to ensure you are aware of any changes.
4. Eligibility. By using the Website and/or by registering for an account or registering a product for warranty purposes (any of the prior acts, your “Registration”), you represent and warrant that (a) all information you submit to the Website is truthful, accurate, current and complete; (b) you will update and maintain the accuracy of such information; (c) you have legal capacity and are of legal age to accept and agree to be bound by these Terms (as per the laws and regulations of your jurisdiction); and (d) your use of the Website does not violate any applicable law, rule or regulation. Your Registration may be terminated without notice if we believe that you are not of legal age or otherwise lack legal capacity to accept and agree to be bound by these Terms or as otherwise permitted herein.
5. Termination of Registration/Access. Kingsdown reserves the right, in its sole discretion, to deny, restrict, suspend or terminate your use of all or any part of the Website at any time, for any reason or no reason at all, with or without notice or explanation, and without liability. Kingsdown expressly reserves the right to deny, restrict, suspend, or terminate your use of all or any part of the Website if Kingsdown determines, in its sole discretion, that you have violated these Terms or that you may pose a threat to the Website and/or its users. After access is terminated, these Terms will terminate, but any terms that by their nature survive the termination of these Terms shall continue to apply.
6. Passwords and Security.
6.1. When you register for a Kingsdown account, an account will be created and you will be prompted to create an account, username and password. You are responsible for maintaining the confidentiality and security of your password. You agree not to use the account, username, or password of another Registered User at any time. You further agree not to disclose your password to any third party. You agree to notify Kingsdown immediately if you suspect any unauthorized use of your account or access to your password. You are solely responsible for any and all use of your account and for all actions that take place through the use of your account.
6.2. We may, in our sole discretion, provide you with authentication tokens (i.e., API registration keys, etc.), or other security control information, in connection with your Website account. Use of such security control information is restricted to authorized users only, and may not be disclosed to any third party. Unauthorized access is prohibited.
7. Your use of the Website.
7.1 All electronic documents that you upload and store on your account shall be your “Content”. We do not control, verify, or endorse the Content that you or others upload through the Services. You are responsible for: (a) all Content you upload and share through the Services and (b) making sure that you have all the rights you need to the Content.
7.2 You agree to provide us (as well as agents or service providers acting on our behalf to provide the Services) the right to transmit, process, use and disclose Content and other information which we may obtain as part of your use of the Services but only: (i) as necessary for us to provide the Services, (ii) as otherwise permitted by these Terms, (iii) as otherwise required by law, regulation or order, or (iv) to respond to an emergency.
7.3 The Services are provided from the United States. By using and accessing the Services, you understand and agree to the storage of Content and any other personal information in the United States. However, you understand that you (or other people that you collaborate with) can access the Services (including Content) from outside of the United States (subject to applicable law) and that nothing prohibits the processing of other information outside of the United States.
7.4 You agree you will not, nor will you encourage others or assists others, harm the Services or use the Services to harm others. For example, you shall not use the Services to harm, threaten, or harass another person or organization. You shall not: (a) damage, disable, overburden, or impair the Service (or any network connected to the Services); (b) resell or redistribute the Services or any part of it; (c) use any unauthorized means to modify, reroute, or gain access to the Services or attempt to carry out these activities; (d) use any automated process or service (such as a bot, a spider, or periodic caching of information stored by us) to access or use the Services; (e) use the Services beyond the features allocation and amounts provided in that Service or in violation of these Terms; (f) use the Services to violate any law of distribute malware or malicious Content; or (g) distribute, post, share information or Content you don’t have the right to or is illegal.
7.5. We may sometimes review how our services are being accessed and used, but you acknowledge that we have no obligation to do so. We are not responsible for files, user posts on our forums or elsewhere, or any other information accessible through the Website.
7.6. Kingsdown is not obligated to evaluate or provide any comments to you regarding any submissions you make to Kingsdown. In Kingsdown’s sole discretion, Kingsdown may contact you with critiques, updates, feedback or questions regarding your submissions, including the status of Kingsdown’s evaluation of your submission. In no event will any such contact or communication from Kingsdown obligate Kingsdown to adopt your submission, provide a timeframe for evaluation or even provide any additional communication regarding your submission.
7.7. Nothing in these Terms will impair Kingsdown’s right to develop, acquire, license, market, promote or distribute products, software or technologies that perform the same or similar functions as, or otherwise compete with, any other products, software or technologies that you may develop, produce, market, or distribute. In the absence of a separate written agreement to the contrary, Kingsdown will be free to use any information, suggestions or recommendations you provide to Kingsdown pursuant to these Terms for any purpose, subject to any applicable trademarks, patents, or copyrights.
8. Proprietary Rights to our Content.
8.1. Rights to our Content. All content available on the Website, including without limitation, designs, text, blog posts, graphics, profiles, messages, notes, advertisements, listings, pictures, images, video, bios, information, reviews, works of authorship, applications, software and API’s (“Software”), music, sound and other files, and their selection and arrangement (the “our Content”) are the proprietary property of Kingsdown or its licensors with all rights reserved. Except as expressly provided in these Terms, you may not copy, modify, translate, publish, broadcast, transmit, distribute, use, perform, post, display, frame, reproduce, republish, download or sell all or any part of our Content, in any form or by any means, including but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without Kingsdown’s prior written permission.
8.2. License to our Content. If you are a current registered user of the Website, you are granted a limited, revocable license to use our Content, provided that you keep all copyright or other proprietary notices intact. You may not upload or republish our Content on any Internet, intranet or extranet site or incorporate the information in any other database or compilation, or publish our Content in any other form or format. Such license is subject to these Terms and does not include use of any data mining, robots or similar data gathering or extraction methods. Any use of the Website or our Content other than as specifically authorized herein is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including copyright and trademark laws and communications regulations and statutes. Except as expressly stated herein, any use of our Content is strictly prohibited. Unless explicitly stated herein, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable at any time without notice and with or without cause.
8.4. Right to use Registered User Information. You authorize us to make such copies of your personal information as we deem necessary to facilitate its use and storage. You also grant us the right to use any of your Registered User Information to provide you with targeted advertising or promotional material, to offer personalized features, to complete surveys, studies or data analysis conducted by Kingsdown or any of its partners or for other promotional or marketing purposes.
8.5. Copyrights/Patents. All the Website design, text, graphics, blog posts, logos, button icons, images, photos, audio clips, video clips, digital downloads, data compilations, Software, and our Content, are owned solely and exclusively by Kingsdown or its content suppliers and are protected by U.S. and international copyright or patent laws. The compilation, “look and feel” and color schemes of all content on the Website are the exclusive property of Kingsdown and protected by U.S. and international copyright laws. All software used on the Website is the property of Kingsdown or its software suppliers and protected by United States and international copyright or patent laws.
8.6. Trademarks. The name “KINGSDOWN,” and all Kingsdown product and service names and logos, graphics, page headers, button icons, logos, scripts, and all registered and unregistered marks and service names used by Kingsdown are service marks, trade names, trademarks and/or trade dress of Kingsdown or its affiliates (collectively “Kingsdown’s Marks”). You may not use Kingsdown’s Marks for any reason or purpose whatsoever. All trademarks not owned by Kingsdown that appear on the Website are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Kingsdown.
9. Protecting Copyrights and Other Intellectual Property. Kingsdown respects the intellectual property rights of others. Following is our Notice and Procedure for Making Claims of Copyright Infringement. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Kingsdown’s copyright agent the written information specified below. Please note that this procedure is exclusively for notifying Kingsdown that your copyrighted material has been infringed.
- An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
- A description of the copyrighted work that you claim has been infringed upon;
- description of the location on the Website of the material that you claim is infringing;
- your address, telephone number, and e-mail address;
- A 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;
- 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.
Attn: Copyright Agent
PO Box 388
Mebane, NC 27302
10. License to Your Content. You own all intellectual property and other rights, title and interest in and to any Content that you upload to the Website. You are solely responsible for your Content, and we do not have, and will not acquire, any right, title or interest in or to your Content except as specifically detailed in this Agreement.
12.1. Users. Kingsdown is not responsible or liable, and makes no warranties, express or implied, for the conduct of any user of the Website.
12.2. Third Party Web Sites. The Website may contain links to third party websites. Kingsdown is not responsible or liable for the content, completeness, accuracy or opinions expressed on such third party websites. Inclusion of any linked website on the Website does not imply Kingsdown’s approval or endorsement of, or agreement with, the content of the Web site. If you choose to access third party websites, you do so at your own risk.
12.3. Third Party Advertisements / Applications. Kingsdown is not responsible or liable for third party advertisements or third party applications that are posted on or through the Website, nor does it take any responsibility for the goods or services provided by its advertisers.
12.4. Availability of the Website. the Website or any portion thereof may be unavailable from time to time for maintenance or other reasons. Kingsdown assumes no responsibility or liability for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any user communication. Kingsdown is not responsible for any problem or technical malfunction of any telephone networks, services or lines, computer systems, online systems, servers or providers, computer, mobile phone or other equipment, software, failure of any e-mail due to technical problems or traffic congestion on the Internet or on the Website or combination thereof, including any injury or damage to your or to any other person’s computer, mobile phone, smart phone, tablet or other equipment related to or resulting from use of the Website. Under no circumstances shall Kingsdown be responsible or liable for any loss or damage, including without limitation, personal injury, property injury or death, resulting from anyone’s use of the Website, or from the conduct of any user(s) of the Website.
13. Disclaimer of Warranties. THE WEBSITE AND ALL CONTENT THEREIN ARE PROVIDED “AS-IS” AND AS AVAILABLE AND KINGSDOWN EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. KINGSDOWN DOES NOT GUARANTEE OR PROMISE ANY SPECIFIC RESULTS FROM USE OF THE WEBSITE. KINGSDOWN DOES NOT REPRESENT OR WARRANT THAT SOFTWARE, CONTENT OR MATERIALS ON THE WEBSITE ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE OR THAT THE WEBSITE, SERVERS, OR ANY PLATFORM APPLICATIONS ARE FREE OF VIRUSES, MALWARE OR OTHER HARMFUL COMPONENTS. YOU SHOULD EXERCISE CAUTION IN THE USE AND DOWNLOADING OF ANY SUCH SOFTWARE, CONTENT OR MATERIALS AND USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES AND MALWARE. WITHOUT LIMITING THE FOREGOING, YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN CONTENT, MATERIAL, DATA OR SOFTWARE FROM OR THROUGH THE WEBSITE AT YOUR OWN RISK AND THAT YOU ARE SOLELY RESPONSIBLE FOR YOUR USE THEREOF AND FOR ANY DAMAGE TO YOUR MOBILE DEVICE, COMPUTER SYSTEM OR OTHER EQUIPMENT, LOSS OF DATA OR OTHER HARM OF ANY KIND THAT MAY RESULT.
14. Limitation on Liability. IN NO EVENT SHALL KINGSDOWN, ITS EMPLOYEES, REPRESENTATIVES OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST DATA OR LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE WEBSITE OR KINGSDOWN CONTENT EVEN IF KINGSDOWN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, KINGSDOWN’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID BY YOU TO KINGSDOWN FOR USE OF THE WEBSITE ONLY, IF ANY, DURING THE TIME YOUR ARE A REGISTERED USER OF THE WEBSITE. YOU ACKNOWLEDGE THAT IF YOU DO NOT PAY FEES TO KINGSDOWN FOR USE OF THE WEBSITE, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM KINGSDOWN, REGARDLESS OF THE CAUSE OF ACTION.
15. Disputes. These Terms shall be governed by, and construed in accordance with, the laws of the State of North Carolina, without regard to its conflict of law provisions. Any and all actions or proceedings arising out of or relating to these Terms, the Website or our Content, shall be instituted and litigated in a court of competent jurisdiction in Alamance County, North Carolina. You and Kingsdown hereby agree to submit to the exclusive personal jurisdiction of the courts located in Alamance County, North Carolina to resolve any dispute arising out of these Terms, the Website or our Content or your Content.
16. Indemnity. You agree to indemnify and hold harmless Kingsdown and its representatives, officers, employees, directors, agents, and assigns, at your own expense, from and against any and all loss, liability, claims, damages, suits, demands, actions and/or costs (including without limitation reasonable attorney fees and costs) made by any third party arising out of or related to a) your actions or inactions; b) the use of your the Website account by you or any other person; c) your breach or violation of these Terms; d) your breach of the representations and warranties set forth in these Terms; and/or e) information provided by you or any person through your account.
17. Other. These Terms, including all documents referenced herein, as such may be modified from time to time, constitute the entire agreement between you and Kingsdown regarding the use of the Website. The failure of Kingsdown to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. These Terms operate to the fullest extent permissible by law. If any provision of these Terms is unlawful, void or unenforceable, that provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.