(REVISED MARCH 9, 2017)
BY ACCESSING, VIEWING OR USING THIS WEBSITE (“Site”), OR ANY DATA OR WORK THEREIN, YOU AGREE TO THE TERMS OF THIS LICENSE AGREEMENT (“Agreement”) WITH KAIA RA, LLC (“Kaia Ra”). YOUR (“You” or “Your”) CONTINUED ACCEPTANCE OF AND COMPLIANCE WITH THE TERMS OF THIS AGREEMENT ARE A CONDITION PRECEDENT TO YOUR RIGHT TO ACCESS OR USE THE SITE, OR ANY PORTIONS THEREOF. IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, PLEASE DO NOT ACCESS, VIEW OR USE THE SITE, AND EXIT NOW. BY ACCESSING, VIEWING OR USING THIS SITE, YOU SIGNIFY THAT YOU ARE EIGHTEEN YEARS OF AGE OR OLDER, AND ARE AUTHORIZED TO ENTER INTO THIS CONTRACT.
1. Site License. In consideration of Your accessing the Site, Your compliance with the terms of this Agreement are conditions precedent to Kaia Ra’s license grant. Kaia Ra grants You a non-exclusive, non-transferrable and limited license to access and use the Site only for Your personal use, and subject to all terms and conditions of this Agreement. You specifically may not provide access to the Site, or any portions thereof, either directly or indirectly, to any third party. Except as expressly permitted herein, You may not copy, reproduce, rent, lease, sell, modify, alter, commercially exploit, transmit, distribute, reverse engineer, create any derivative works or maintain any archive of the Site, or any portions thereof.
3. Proprietary Rights. You agree that all right, title and interest (including all trademarks, service marks and other intellectual property rights) in and to the Site, belongs exclusively to Kaia Ra. Kaia Ra has created the text and visual images or otherwise licensed the copyright rights to use the content appearing on the Site, and You agree to ensure that all marks, notices or legends pertaining to the origin, identity or ownership of the Site, or any portions thereof, shall remain intact and clearly legible on any copy of the Site’s content.
4. Takedown of Third- Party Content. We respect your content ownership rights. Your use of and access to the Site signifies your agreement to respect the ownership rights of other users. We will respond to all take-down notices of alleged copyright violations that are in compliance with applicable law. A proper take-down notice under the Digital Millennium Copyright Act will include the following: (i) the signature of a person authorized to issue the take-down notice; (ii) identification of the copyrighted work at issue; (iii) identification of the material that is allegedly infringing upon the copyrighted work; (iv) contact information for the complaining party; (v) good faith statement of the complaining party; and (vi) a statement attesting to the accuracy of the information provided under penalty of perjury. We reserve the right to remove content that allegedly infringes on the ownership rights of other users without notice and within our discretion. If it is determined that you have repeatedly infringed upon the ownership rights of others, your account will be terminated. To submit a copyright complaint or concern, please send an email to firstname.lastname@example.org.
5. User-Generated Content. By uploading any content to the Site, or submitting creative ideas, concepts, know-how, techniques, suggestions, opinions, votes or materials (collectively, “Submissions”), You are automatically granting the Company a perpetual, royalty-free, non-exclusive, unrestricted, worldwide and irrevocable right and license to use, reproduce, modify, publish, translate, prepare derivative works based upon, distribute, perform or display such Submissions, in whole or in part, in any form, media or technology now known or hereafter developed for any purpose, including, but not limited to, advertising and promotional purposes, and to sublicense such rights to others (collectively, “Rights”). All Submissions, whether solicited or unsolicited, shall become and remain the property of the Company. This means that anything submitted by You to the Site may be used by Kaia Ra for any purpose, now or in the future, without any payment to, or further authorization by, You. The Company also has the right, but not the obligation, to use your initials or social media user name in connection with the broadcast, print, online or other use or publication of your Submission.
6. Warranty Disclaimer. THE SITE, AND ANY PORTIONS THEREOF, INCLUDING ANY LINKS TO THIRD PARTIES, ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND. KAIA RA AND ITS EMPLOYEES, AGENTS, CONTRACTORS, SUBCONTRACTORS, CONTRIBUTORS AND THIRD PARTY PROVIDERS (the “KAIA RA RELATED PARTIES”) DO NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATIONS CONCERNING THE SITE, AND SPECIFICALLY DISCLAIM ANY WARRANTY OR REPRESENTATION CONCERNING THE ACCURACY, RELIABILITY, COMPLETENESS, CURRENTNESS, OR FUNCTIONALITY OF THE SITE. MOREOVER, KAIA RA AND THE KAIA RA RELATED PARTIES DO NOT MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND/OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS WITH RESPECT TO THE SITE. KAIA RA AND THE KAIA RA RELATED PARTIES ALSO DO NOT WARRANT THE SITE TO BE FREE OF ANY ERROR OR DEFECT. YOU: (1) ASSUME THE ENTIRE RISK AS TO THE SUITABILITY, USE, RESULTS OF USE, PERFORMANCE, ACCURACY, COMPLETENESS, CURRENTNESS AND PERFORMANCE OF THE SITE; (2) WAIVE ANY CLAIM OF DETRIMENTAL RELIANCE UPON THE SITE; AND (3) WAIVE ANY CLAIM BASED UPON THE ACCURACY, COMPLETENESS AND CURRENTNESS OF THE SITE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PARTIES SPECIFICALLY WAIVE ANY AND ALL RIGHTS UNDER THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT (“UCITA”).
7. Limitation of Liability. YOUR SOLE AND EXCLUSIVE REMEDY, AND KAIA RA’S AND THE KAIA RA RELATED PARTIES’ ENTIRE LIABILITY, SHALL NOT EXCEED ONE HUNDRED US DOLLARS. IN NO EVENT SHALL KAIA RA AND/OR THE KAIA RA RELATED PARTIES HAVE ANY LIABILITY, IN CONTRACT, TORT OR OTHERWISE, FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE) ARISING OUT OF ANY INACCURACY OR DEFECT IN THE SITE, OR ANY PORTIONS THEREOF, OR YOUR USE OF OR INABILITY TO USE A PARTICULAR SITE PORTION OR LINK, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL KAIA RA OR THE KAIA RA RELATED PARTIES BE LIABLE FOR ANY SUCH DAMAGES.
8. No Third Party Beneficiaries. This Agreement is intended for the sole and exclusive benefit of KAIA RA and You and is not intended to benefit any third party. Only the parties to this Agreement may enforce it.
9. Indemnification. You hereby agree to indemnify and hold harmless Kaia Ra and the Kaia Ra Related Parties from all claims, liabilities, damages and expenses (including attorneys’ fees and court costs) arising out of or relating to Your use of the Site and/or Your breach or alleged breach of this Agreement.
11. Linking. You may link to the Site, except through the process of framing or other distortion or obscuring of Kaia Ra’s content, branding or other intellectual property information. KAIA RA ASSUMES NO RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENTS OF ITS SITE, INCLUDING CONTENTS THAT ARE REFERENCED BY OR LINKED TO THIRD PARTY SITES. KAIA RA MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND FOR THE CONTENTS OF ITS SITE OR ANY THIRD PARTY SITES.
13.1 Governing Law & Forum. This Agreement shall be governed by and construed in accordance with the laws of the State of California, not including its conflict of laws principles. You irrevocable agree that any action by You arising under or related to this Agreement shall be initiated and maintained in the relevant state or federal court with jurisdiction closest to San Anselmo, California and you hereby submit to the personal jurisdiction in such forum for any such action. Any action by You relating to the Site must be initiated within one (1) year after the cause of action arose.
13.2 Injunctive Relief. You agree that legal remedies alone provide inadequate protection of the Site and its contents, and the intellectual property rights embodied therein, and that in addition to other relief, Kaia Ra and/or the Kaia Ra Related Parties may seek temporary or permanent injunctions to enforce their rights, and You hereby waive the requirement of any bond.
13.3 Changes. MM reserves the right to modify the provisions of this Agreement by posting a revised version of this Agreement on the Site with a prominent indicator showing that the Agreement has been changed. Any modified Agreement shall be effective from the date such Agreement is posted and Your continued use of the Site after that date constitutes acceptance of the modified Agreement.
13.4 Severability. Any provision hereof found by a tribunal of competent jurisdiction to be illegal or unenforceable shall be automatically conformed to the minimum requirements of law and all other provisions shall remain in full force and effect. Waiver of any provision hereof in one instance shall not preclude enforcement on future occasions. Headings and subheadings are for purposes of reference and convenience and have no substantive effect.
13.5 Entire Agreement. This Agreement: (1) constitutes the complete and exclusive agreement among the parties with respect to use of the Site, or any portion thereof; and (2) supersedes all other communications, representations, statements and understandings, whether oral or written, among the parties concerning its subject matter.