Terms & Conditions
Last Updated: 9/1/2020
PLEASE READ THE FOLLOWING TERMS OF SERVICE CAREFULLY BEFORE ACCESSING ANY PART OF THE WEBSITE OR THE SERVICES.
The following are the terms and conditions for KnowledgeArbitrageSystems.com (the “Website”) and the services offered on and through the Website, (collectively, the Website and its services and content are referred to as the “Services”). The Services are owned and operated by Keyword Rockstar Inc. (“KnowledgeArbitrageSystem”).
By accessing the Services, continuing to access the Services, subscribing to the Services, or submitting any information through the Services, and in consideration for the services KnowledgeArbitrageSystems(“KnowledgeArbitrageSystems” or “us,” or “we”) provides to you, YOU (the terms “you” or “yours” includes the person or entity that is accessing or subscribing to the Services as well as any third-parties accessing the Services on your behalf ) ARE STATING THAT YOU AGREE TO BE BOUND BY ALL OF THESE TERMS AND CONDITIONS GOVERNING THE USE OF THE SERVICES (the “Terms” or “Agreement”). Use of the Services is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein.
I. OVERVIEW AND DISCLAIMERS
KnowledgeArbitrageSystems provides Services which enable you to research various purchase prices, trade-in values or resale values of books.
II. USER ACCOUNTS, REGISTRATION, AND INFORMATION SUBMISSION
Registration. In order to utilize some of the Services, you must register and create an account. In order to create an account, you must complete the registration process by providing KnowledgeArbitrageSystems, or a third-party engaged by KnowledgeArbitrageSystems, with complete and accurate information as prompted by the registration form, including contact information, a username, and password. You shall protect your password and take full responsibility for your own and third party activities that occur under your account. You agree to notify KnowledgeArbitrageSystems immediately of any unauthorized use of your account or any other breach of security. If you create an account on behalf of an entity, these Terms bind both you and the entity.
Refusal of Service. KnowledgeArbitrageSystems reserves the right, with or without notice, to terminate the account of, or refuse service to, any persons that violate these Terms, violate any party’s intellectual property rights, abuse other Website users, misuse the Website or its Services, or otherwise engage in inappropriate conduct, as determined by KnowledgeArbitrageSystems in its sole discretion.
Payment. As a condition of your subscription to the Services, you agree to pay all applicable service fees agreed to by KnowledgeArbitrageSystems and you (the “Service Fees”). Unless otherwise stated, all fees are stated in U.S. Dollars. You hereby certify to us that you are at least 18 years of age. We reserve the right to deactivate your access to the Services for failure to pay applicable Service Fees.
Information Submission and Age Restriction. By submitting any information, including any User Content as defined below, through the Services, you represent and warrant that you are 13 years of age or older, and, if under the age of majority in your state, you are either an emancipated minor, or have obtained the legal consent of your parent or legal guardian to enter into these Terms and use the Services. KnowledgeArbitrageSystems does not intend to use the Services to collect any information from children under age 13.
III. MODIFICATIONS TO TERMS OF SERVICE AND OTHER POLICIES
KnowledgeArbitrageSystems reserves the right to change or modify any of the terms and conditions contained in these Terms or any policy governing the use of the Services, at any time, by posting the new terms on the Website. The most current version of these Terms will be located on this page. You understand and agree that your access to or use of the Services is governed by the then-current Terms that are effective at the time of your access to or use of the Services. If we make material changes to these Terms, we will notify you by updating the “Updated” date indicated at the top of this page with the date that revisions to these Terms were last made. You should revisit these Terms on a regular basis as revised versions will be binding upon you. Any such modification will be effective upon our posting of such new Terms. You understand and agree that your continued access to or use of the Website or its Services after the effective date of modifications to the Terms indicates your acceptance of the modifications.
IV. SERVICES, LICENSE, AND PAYMENT
Subscription. In order to use some or all of the Services, you must have an active paid subscription to the Services. If you fail to make the required payments to KnowledgeArbitrageSystems, or your subscription period ends, your license to access the Subscription Services is automatically revoked. Each of the Services provided pursuant to these Terms shall be ordered through and subject to an order form and/or insertion order (an “Order”) provided by us. Provided that we accept the applicable Order, we agree to provide, and you agree to receive from us, each of the Services pursuant to these Terms. We shall have no obligation to accept any Order. There shall be an Order for each Service provided to you, and each Order shall constitute an integral part of these Terms.
Licenses. Subject to your compliance with these Terms, and your continued subscription payments, KnowledgeArbitrageSystems hereby grants you a limited, revocable, non-exclusive, non-transferable license to use the Services provided by KnowledgeArbitrageSystems solely for your own individual purposes. This license is automatically terminated if you violate any of these Terms.
Except as expressly set forth herein, you must not do, or permit others to do, any of the following: you shall not (i) use, reproduce, modify or create derivative works of the Services or any content provided by the Services, or (ii) transfer, lease, lend, sublicense, use for timesharing or service bureau purposes, resell or otherwise distribute or allow third party access to all or any portion of the Services, including, but not limited to, by sharing your access username and/or password. In addition, You will not violate or attempt to violate the security of KnowledgeArbitrageSystems networks or servers, including (x) accessing data not intended for You or log into a server or account which You are not authorized to access; (y) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper written request and authorization; or (z) attempting to interfere with service to any user, host or network, including by means of submitting a virus, overloading, flooding, spamming, mail bombing or crashing.
You hereby grant to us a worldwide, nonexclusive right to (i) use and display, and make available to third parties for use and display, in connection with the Services any information, materials, logos, data or content that you choose to provide us or display for the Services or on our website and (ii) contact on your behalf the customers whose information you provide to us in connection with the Services.
Payment. The rates and charges applicable to the Services are outlined in the applicable Order(s) and incorporated by reference herein. As a condition of your use of and access to the Services, you agree to pay the Service Fees and all other fees outlined in the applicable Order(s). KnowledgeArbitrageSystems may change the Service Fees for any or all of the Services at any time and from time to time, effective immediately upon your receipt of notice of such fee change; provided, that, such fee changes will only be effective as to usage of the Services thereunder that occurs after the effective date of the relevant fee change.
We reserve the right to suspend Services immediately in the event your account has any past due amounts. If we elect to suspend Services, no Service interruption shall be deemed to occur, and we shall have no responsibility to provide, or liability for, Services during such period of suspension.
If you have a bona fide dispute with respect to invoiced amounts, you must notify us of the dispute within ten (10) days of the invoice date at the Notice Address.
In addition to the Service charges and fees, you shall also be responsible for all taxes assessed in connection with the Services, including any foreign, federal, state, or local taxes and charges assessed in connection with a Service, including, without limitation, all governmental excise, use, sales, value-added, and occupational taxes and other fees, or other similar surcharges and levies (including, without limitation, universal service fund charges or equivalents), but excluding any taxes based on a Party’s net income (“Taxes”). You agree that you are solely responsible for collection and payment of any and all Taxes that you are required to pay to any taxing authority in connection with your sale or use of the Services, and you shall indemnify us for any losses, liabilities, costs, and expenses incurred as a result of a breach by you of this section.
Your obligation to pay any fees or amounts due under this Agreement shall not be subject to any rights of set-off, counterclaim, deduction, defense or other right that you may have against us or any other party.
KnowledgeArbitrageSystems may offer the Services, or a limited version thereof, in a limited free form, on a limited free-trial basis, or on a fee-based subscription basis. Please review the specific terms of your applicable subscription for more details on any required payment, the details of any free-trial offer, and the potential for additional purchases or fees for increased capabilities. If you fail to cancel your subscription within the free-trial period, you will incur subscription fees.
If you purchase a subscription to the Services, then you consent to KnowledgeArbitrageSystems storing your payment information. You agree to pay the applicable fees for the Services as they become due and to reimburse KnowledgeArbitrageSystems for all collection costs and interest. The failure to pay may result in the termination of your account or subscription. Your obligation to pay fees continues through the end of the subscription period during which you cancel your subscription.
Refund Policy. KnowledgeArbitrageSystems does not guarantee refunds for lack of usage or dissatisfaction with the Services.
Disclaimers. The Services are provided “AS IS.” KnowledgeArbitrageSystems does not represent or warrant and expressly disclaims any warranty that (i) your computer or device has the specifications to support the Services; (ii) any information contained in the Services will be accurate, (iii) the Services will be error-free or accessible at all times, (iv) defects will be corrected, (v) the Services or the server that makes it available, are free of viruses or other harmful component, or (vi) the use or the results of the use of the Services will be correct, accurate, timely, or otherwise reliable.
Information Storage and Access. KnowledgeArbitrageSystems may revoke access to and/or delete your data, including any information or files you upload or submit through the Services, if you stop paying the requisite subscription fees or if your account is terminated. If you stop paying your subscription fees, or your account is otherwise terminated, you will automatically lose access to all of your data collected by or accessed through the Services. Upon termination or your failure to pay subscription fees, KnowledgeArbitrageSystems may in its discretion, delete any and all data related to your account, including any customer or account history, tracking information, or other content related to the Services. Notwithstanding the foregoing, KnowledgeArbitrageSystems reserves the right, in its sole discretion, to determine whether and how long to store your data. KnowledgeArbitrageSystems will not be responsible for any liability related to the deletion or removal or any data or content maintained on the Services or KnowledgeArbitrageSystems servers.
Maintenance or Support. KnowledgeArbitrageSystems is not under any obligation to provide maintenance or support for the Services. KnowledgeArbitrageSystems may provide maintenance or support for the Services in KnowledgeArbitrageSystems sole discretion.
V. PROPRIETARY RIGHTS
Except for the limited license expressly granted herein, KnowledgeArbitrageSystems expressly reserves all right, title and interest in and to the Services, the content of the Website, and all processing, analytics, data and other software and technology used by KnowledgeArbitrageSystems in the provision of the Services (“Technology”), including, without limitation, any derivatives, improvements, enhancements or extensions of the Technology conceived, reduced to practice or otherwise developed by or on behalf of KnowledgeArbitrageSystems , all of which are valuable assets of KnowledgeArbitrageSystems , together with any copyright, patent or trademark or other intellectual property right, or federal or state right, pertaining thereto.
You shall not: (i) use, or allow the use of, the Services or any Technology, except pursuant to the limited rights expressly granted in these Terms; (ii) use the Services in any manner that is inconsistent with user documentation, if any, supplied to you by KnowledgeArbitrageSystems or inconsistent with KnowledgeArbitrageSystems’s standard security procedures, if any, accessible through your user interface; (iii) attempt to reverse-engineer, hack into, or compromise any aspect of the Services or Technology, or attempt to access data of any other customer of KnowledgeArbitrageSystems ; (iv) remove, obscure or alter any legal notices, including notices of intellectual property rights appearing in or on any materials delivered to you by KnowledgeArbitrageSystems ; (v) use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the Services; or (vi) use any robot, spider, scraper, deep link or other similar automated data gathering or extraction tools, program, algorithm or methodology to access, acquire, copy or monitor the Website or any portion thereof, without our express written consent, which may be withheld in our sole and absolute discretion.
You shall not use, directly or indirectly, in whole or in part, any signature, monogram, logo, trademark, service mark, or trade name that is now or may hereafter be owned, licensed or used by KnowledgeArbitrageSystems (a ” Mark”) except in the manner and to the extent approved in writing by KnowledgeArbitrageSystems prior to any such use, which approval may be withheld in KnowledgeArbitrageSystems ’ sole discretion. Any permitted use of a Mark shall be immediately discontinued upon the termination or expiration of these Terms. You hereby expressly disclaim any and all right, title, and interest in and to any Mark whether or not used by you. Your covenants and disclaimers in this section shall survive the termination or expiration of this Agreement. You recognize and acknowledge the validity and ownership of the Marks in the United States and other countries. You agree not to contest the ownership of such marks. Except for the limited rights granted above, you gain no license or proprietary rights in the Marks and will not infringe upon, dilute, or harm KnowledgeArbitrageSystems ’ rights with respect to the Marks.
VI. USER-GENERATED/THIRD-PARTY CONTENT
Overview. The Services may, from time to time, allow users and third-parties to upload, post, or otherwise transmit user-generated content, including but not limited to comments, recommendations, banners, advertisements, pictures, reviews, images, and other forms of data or communications (“User Content”). Your Posting of User Content and any user’s use of User Content is governed by these Terms. The KnowledgeArbitrageSystems does not guarantee the accuracy or truthfulness of any User Content.
User Obligations and License; Intellectual Property. You alone own and are solely responsible for all User Content you post, upload, or otherwise transmit (collectively “Post”) through the Services and once Posted, it cannot always be withdrawn. You agree not to Post through the Services any User Content which is false, defamatory, infringes upon another party’s intellectual property, or is otherwise illegal. By Posting User Content on the Services, you warrant and represent that you have the right to post such information and that such information is truthful and accurate.
By Posting User Content, you automatically grant, and warrant and represent that you have the right to grant, KnowledgeArbitrageSystems a perpetual, irrevocable, royalty-free, worldwide, non-exclusive, assignable, sublicensable, transferable license to use, copy, perform, display, and distribute such User Content for any purpose and to prepare derivative works of, or incorporate into other works, such User Content.
You assume all risks associated with your Posted User Content on the Services, including anyone’s reliance on its quality or reliability. By Posting User Content you may expose yourself to liability if, for example, your Posted User Content contains material that is false, intentionally misleading, or defamatory; violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; contains material that is unlawful, including illegal hate speech or pornography; exploits or otherwise harms minors; or violates or advocates the violation of any law or regulation.
Rules of Conduct. In addition to all other obligations and terms stated in these Terms, you agree to abide by any rules of conduct or community guidelines posted on the Services. KnowledgeArbitrageSystems reserves the right to exclude or suspend any user who violates these rules of conduct, and reserves the right, but does not undertake an affirmative obligation, to remove, screen or edit any content which is contrary to these rules without prior notice. User Content does not necessarily reflect the opinion of KnowledgeArbitrageSystems.
Communications Decency Act. As provided in 47 U.S.C. 230(c)(1), KnowledgeArbitrageSystems is only a distributer, and not the publisher or speaker, of any User Content. As such, KnowledgeArbitrageSystems cannot be held liable for making available any User Content which may be false or inaccurate. Any information or opinions contained in the User Content made available through the services are those of their respective authors alone. KnowledgeArbitrageSystems does not guarantee the accuracy, completeness, or truthfulness of any User Content. Under no circumstances will KnowledgeArbitrageSystems be responsible for any loss or damage resulting from any person’s reliance on any User Content.
Reservation of Rights. Subject to Section VII below, regarding the DMCA, KnowledgeArbitrageSystems reserves the right to remove or not remove any User Content from the Services for any reason or no reason at all, in KnowledgeArbitrageSystems sole discretion. This reservation includes the exclusive right to decide whether to publish, withdraw, postpone, or alter any User Content. KnowledgeArbitrageSystems reserves the right, but does not undertake any affirmative obligation, to screen, monitor, or filter User Content.
Information Storage and Access. KnowledgeArbitrageSystems reserves the right, in its sole discretion, to determine whether and how long to store User Content and user data. KnowledgeArbitrageSystems will not be responsible for any liability related to the deletion or removal or any data or content maintained on the Services or KnowledgeArbitrageSystems’ servers.
Suggestions. By sending us any ideas, suggestions, documents or proposals (“Feedback”), you agree that (i) your Feedback does not contain the confidential or proprietary information of third parties, (ii) we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (iii) we may have something similar to the Feedback already under consideration or in development, and (iv) you grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute and sublicense the Feedback, and you irrevocably waive, and cause to be waived, against KnowledgeArbitrageSystems and its users any claims and assertions of any rights, whether intellectual property rights or otherwise, contained in such Feedback.
VII. DIGITAL MILLENNIUM COPYRIGHT ACT
KnowledgeArbitrageSystems respects the intellectual property rights of others and complies with safe harbor provisions of the Digital Millennium Copyright Act (“DMCA”). Anyone who believes that their work has been reproduced on the Website in a way that constitutes copyright infringement may notify KnowledgeArbitrageSystems copyright agent in accordance with Title 17, United States Code, Section 512(c)(2), by providing the following information:
1. Identification of the copyrighted work that you claim has been infringed;
2. Identification of the material that you claim is infringing and needs to be removed, including a description of where it is located on the Website so that the copyright agent can locate it;
3. Your address, telephone number, and, if available, e-mail address, so that the copyright agent may contact you about your complaint; and
4. A signed statement that the above information is accurate; that you have a good faith belief that the identified use of the material is not authorized by the copyright owner, its agent, or the law; and, under penalty of perjury, that you are the copyright owner or are authorized to act on the copyright owner’s behalf in this situation.
Notifications of claimed infringement should be forwarded to:
If you give notice of copyright infringement by text e-mail, KnowledgeArbitrageSystems's copyright agent may begin investigating the alleged copyright infringement; however, we must receive your signed statement by mail or as an attachment to your e-mail before we are required to take any action.
KnowledgeArbitrageSystems reserves the right, in its sole discretion, to terminate accounts for users that are deemed to be repeat copyright infringers.
VIII. THIRD-PARTY SERVICES AND SITES
The Services may use or provide access to one or more third-parties to process payments, process account or user registrations, or provide other services. Your interactions with any of these third-parties is controlled by the terms and conditions imposed by those third-parties. Any disputes arising regarding a third-party’s services must be resolved directly between user and the third-party. KnowledgeArbitrageSystems disclaims all warranties or representations regarding any third-party services.
With the Services, You may direct us to retrieve information regarding your accounts with third-party providers with which you (i) have a relationship, (ii) maintain an account, or (iii) engage in online services (“Account Information”). KnowledgeArbitrageSystems makes no effort to review the Account Information for any purpose, including, but not limited to, accuracy, legality or non-infringement. KnowledgeArbitrageSystems is not responsible for the products and services offered by or on third-party websites.
KnowledgeArbitrageSystems cannot always foresee or anticipate technical or other difficulties that may result in failure to obtain data or loss of data or other service interruptions. KnowledgeArbitrageSystems cannot assume responsibility for the timeliness, accuracy, deletion, non-delivery or failure to store any data or communications. For example, when displayed through the Services, Account Information is only as fresh as the time shown, which reflects when the information is obtained from the relevant websites. Such information may be more up-to-date when obtained directly from such sites. You can refresh your Account Information through the Services, in the manner prescribed in the associated instructions.
IX. REPRESENTATIONS, WARRANTIES, OR DISCLAIMERS
KnowledgeArbitrageSystems . KnowledgeArbitrageSystems does not represent or warrant and expressly disclaims any warranty that (i) any information provided by the Services will be accurate, (ii) the Services will be error-free or accessible at all times, (iii) defects will be corrected, (iv) the Services or the server that makes them available, are free of viruses or other harmful component, or (v) the use or the results of the use of the Services will be correct, accurate, timely, or otherwise reliable.
Further, KnowledgeArbitrageSystems expressly disclaims any representation or warranty relating to any products, services, or companies displayed, described, advertised, reviewed, recommended, linked to, or pictured on the Services, if any. KnowledgeArbitrageSystems does not endorse any such products, services, or companies and does not warrant that any such products, services, or companies are available, will meet the user’s needs, are appropriate for any particular use, or are of any certain quality. Likewise, KnowledgeArbitrageSystems does not guarantee that any product, service, or company descriptions, reviews, portrayals, specifications, or the like are accurate. Under no circumstances will KnowledgeArbitrageSystems be responsible for any loss or damage resulting from any person’s reliance on any such product, service, or company descriptions, reviews, or specifications contained on the Website.
THE WEBSITE AND ITS SERVICES ARE PROVIDED “AS IS” AND THERE ARE NO WARRANTIES, CLAIMS OR REPRESENTATIONS MADE BY KnowledgeArbitrageSystems EITHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE FOREGOING, INCLUDING WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE. KnowledgeArbitrageSystems DOES NOT WARRANT THAT THIS WEBSITE’S SERVICES WILL MEET YOUR NEEDS OR BE FREE FROM ERRORS, THAT THE OPERATION OF THE WEBSITE WILL BE UNINTERRUPTED, AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE WEBSITE OR ITS SERVICES, OR AS TO THE ACCURACY, RELIABILITY, OR CONTENT OF ANY INFORMATION, PRODUCTS, OR SERVICES PROVIDED THROUGH THE WEBSITE. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT AND FORMED THE BASIS FOR DETERMINING THE PRICE CHARGED FOR THE SERVICES. SOME STATES DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU.
KnowledgeArbitrageSystems DOES NOT AND CANNOT CONTROL THE PERFORMANCE OF ANY DATA, PRODUCTS, SOFTWARE, OR SERVICE(S) CONTROLLED OR PROVIDED BY THIRD PARTIES. AT TIMES, ACTION OR INACTION BY THIRD PARTIES CAN IMPAIR OR DISRUPT THE SERVICES. KnowledgeArbitrageSystems MAKES NO REPRESENTATIONS AND EXPRESSLY DISCLAIMS ALL WARRANTIES REGARDING THE DATA, PRODUCTS, SOFTWARE OR SERVICE(S) CONTROLLED OR PROVIDED BY ANY THIRD PARTY, INCLUDING THE PROVIDERS OF TELECOMMUNICATIONS OR NETWORK PRODUCTS OR SERVICES. SUCH DATA, PRODUCTS, AND SERVICES ARE NOT PROMISED TO BE FREE OF ERROR OR INTERRUPTION, AND KnowledgeArbitrageSystems , ITS SERVICE PROVIDERS, AND SUPPLIERS EXPRESSLY DISCLAIM ALL LIABILITIES ARISING FROM ANY SUCH ERROR, INTERRUPTION, OR OTHER FAILURE. YOU ACKNOWLEDGE THAT AN INTERRUPTION IN SERVICE(S) DUE TO CIRCUMSTANCES BEYOND THE REASONABLE CONTROL OF KnowledgeArbitrageSystems SHALL BE CONSIDERED A FORCE MAJEURE EVENT. FURTHER, KnowledgeArbitrageSystems DISCLAIMS ALL RESPONSIBILITY, WARRANTIES, AND LIABILITY FOR DELAY, INTERRUPTION, OR INEFFICIENCY ATTRIBUTABLE TO YOUR HARDWARE OR SOFTWARE OR THAT OF ANY OTHER THIRD PARTY.
If you access the Services through a mobile device, your wireless service carrier may charge you data rates and related fees.
Your Representations, Warranties, and Obligations. You agree to observe the highest standard of integrity and fair dealing and conduct your business in a manner that will reflect favorably on KnowledgeArbitrageSystems ; avoid any deceptive, misleading, or unethical practice that may be detrimental to KnowledgeArbitrageSystems ; and carry out the terms and conditions of this Agreement diligently and in good faith. In addition, you shall be liable to us for any damages caused by any intentional or illegal acts committed by you (and your clients or customers) in connection with your use of the Services.
The Services may only be used in accordance with this Agreement. You shall comply at all times with all applicable laws and regulations and our operating procedures, as modified from time to time, to the extent applicable to the Services. You warrant and undertake that you shall not use the Services for any illegal, fraudulent, immoral, or prohibited purpose; in breach of third party rights; or in a manner that violates any applicable law or regulation, or otherwise exposes us to legal liability, whether or not this use is authorized or consented to by us (each such circumstance, “Service Misuse”). Notwithstanding anything to the contrary and in addition to any other remedies available at law or in equity, KnowledgeArbitrageSystems , in its sole discretion, may immediately suspend and/or block access to the Services, without notice, in order to prevent any Service Misuse or any harm to KnowledgeArbitrageSystems , its employees, and its business, and you shall indemnify KnowledgeArbitrageSystems in respect of any losses, liabilities, costs, and expenses incurred as a result of a breach by you of this section. If KnowledgeArbitrageSystems elects to suspend Services, no Service interruption shall be deemed to occur. Customer shall not be relieved of its payment obligations and KnowledgeArbitrageSystems shall have no responsibility to or liability for Services during such period of suspension.
You represent and warrant that (i) you have the legal right and authority to enter into this Agreement and to perform your obligations hereunder; (ii) you will comply with all applicable State and Federal laws and regulations and will not cause any material breach of any agreements with any third parties; (iii) you will not post content and other media that contains or promotes, or links to another website that contains or promotes, libelous, defamatory, abusive, violent, prejudicial, obscene, sexually explicit or illegal content, products, services or activities; (iv) you own or have the legal right to use and distribute all content, data, copyrighted material, products, and services displayed in connection with the Services or provided by you to KnowledgeArbitrageSystems ; (v) you shall not offer or promote products or services (or websites or links to websites) containing any pornographic, racially or ethnically discriminatory, political, software pirating or hacking, hate-mongering, or otherwise objectionable or illegal content; and (vi) you shall at no time use KnowledgeArbitrageSystems ’ proprietary software or any materials provided by KnowledgeArbitrageSystems or any third party in the Services in any manner other than that which is specifically contemplated herein. In the event that you distribute content for which you do not have the necessary intellectual property rights (or related rights), you shall indemnify, defend, and hold us harmless from and against, and assume liability for, all suits, actions, damages, or claims of any character brought against us resulting from such distribution.
XI. COMPLIANCE AND PROHIBITED ACTIONS
You will not use the Services in any way or for any purpose that would violate, or would have the effect of violating, any applicable laws, rules or regulations or any rights of any third-parties, including without limitation, any law or right regarding any copyright, patent, trademark, trade secret, or other proprietary or property right, false advertising, unfair competition, defamation, invasion of privacy, rights of celebrity, or other federal or state law, rule, or regulation. You also agree to comply with any and all applicable third party network terms and conditions and associated program rules and policies.
XIII. LIMITATIONS OF LIABILITY
KnowledgeArbitrageSystems WILL NOT BE LIABLE TO YOU OR ANY THIRD-PARTY FOR ANY (A) INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, (B) LOSS OF PROFITS, (C) LOSS OF DATA OR INFORMATION, OR (D) REPUTATIONAL HARM, WHETHER BASED ON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, INDEMNITY OR CONTRIBUTION, OR OTHERWISE, EVEN IF KnowledgeArbitrageSystems HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE LIMITATIONS OR EXCLUSIONS IN THIS PARAGRAPH MAY NOT APPLY TO YOU.
NOTWITHSTANDING ANYTHING SET FORTH IN THIS AGREEMENT TO THE CONTRARY, KnowledgeArbitrageSystems S CUMULATIVE LIABILITY TO YOU OR ANY OTHER PARTY FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF (1) THE AGGREGATE FEES PAID BY YOU FOR THE KnowledgeArbitrageSystems PRODUCTS OR SERVICES SUBJECT TO THESE TERMS DURING THE PREVIOUS SIX (6) MONTHS, OR (2) FIVE HUNDRED AND 00/100 DOLLARS ($500.00). YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE WEBSITE, RELATED SERVICES, OR ANY OTHER GRIEVANCE SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO, OR USE OF THE SERVICES.
XIV. TERM AND TERMINATION
The term of this Agreement shall be one (1) month and shall automatically renew for successive one-month terms, unless you give us written notice of termination via email to our support desk, or unless otherwise terminated as provided herein. Upon final termination of the Service(s), your right to use such Service(s) shall immediately cease.
You may terminate this Agreement (and all Orders) upon our breach of a material covenant, term, or condition of this Agreement; provided that (i) you give us advance ten (10) calendar days written notice of such breach, and (ii) we have an opportunity to cure such breach, if curable, within the applicable notice period.
We may terminate this Agreement (and all Orders) for any reason, including convenience; provided that we give you sixty (60) calendar days’ written notice of such intent to terminate. If, however, we block or suspend Services because of a Service misuse, we shall then have the right to immediately terminate this Agreement without giving notice.
If, as result of your breach, KnowledgeArbitrageSystems terminates this Agreement or any Order before the completion of the Service Term or any subsequent renewal period, then you shall be responsible for payment for the full balance remaining of any monthly recurring charges payable through the end of the then current term of any Services provided hereunder; provided, however, if alternative early termination penalties associated with the terminated Services are specified in the Insertion Order, you shall pay such early termination penalties. You acknowledge that the amounts payable pursuant to the immediately preceding sentence are equitable compensation to us and are intended to compensate us for the losses that would be caused by your failure to honor your obligations with respect to such Service(s).
Upon the effective date of termination of this Agreement or an Order for any reason, including for breach, convenience, or for any other reason, and as applicable to termination of the Agreement or Order: (i) we may cease providing the Service(s); (ii) you shall pay any and all undisputed invoices for Service(s); (iii) you will not be entitled to any refunds of any Service Fees or any other fees; (iv) all of your historical data will no longer be available to you; and (v) within thirty (30) days of termination, each Party will return all Confidential Information of the other Party in its possession and will not make or retain any copies of such Confidential Information.
By submitting your contact information to KnowledgeArbitrageSystems, you consent to KnowledgeArbitrageSystems contacting you via any of the contact information you provide, including telephone or email. You also consent to KnowledgeArbitrageSystems disclosing your submitted information to third-parties for marketing purposes. By providing us with your e-mail address, you agree to receive all required notices electronically at that e-mail address. It is your responsibility to update or change that address, as appropriate.
You agree that KnowledgeArbitrageSystems and its affiliated companies and agents may collect, maintain, process and use diagnostic, technical, usage and related information, including, but not limited to, technical information about your computer, system, links, traffic, application software and peripherals, that is gathered through use of the Services to facilitate the provision of updates to the Services, support and other services to you and other users related to the Services, and to verify compliance with the terms of this Agreement. In addition, you agree that KnowledgeArbitrageSystems and its affiliated companies and agents may collect, maintain, process and use the personal information of your customers that is supplied to us (or obtained by us) in connection with the Services.
Each Party (the “Receiving Party”) recognizes that the other Party (the “Disclosing Party”) may from time to time furnish to the Receiving Party information of a proprietary or confidential nature (including, without limitation, pricing information, data, know-how, manuals, and reports) relating to the Disclosing Party (“Confidential Information”). The Receiving Party shall (a) use Confidential Information only to the extent necessary in order to perform its obligations pursuant to this Agreement; (b) use commercially reasonable efforts to preserve and safeguard the proprietary or confidential nature of all Confidential Information; (c) not use the Disclosing Party’s Confidential Information for competing with the Disclosing Party or for any purpose not solely in furtherance of the Receiving Party’s performance under this Agreement; and (d) not disclose to any person or entity (other than the Receiving Party’s agents and employees on a need-to-know basis) any Confidential Information except with the Disclosing Party’s prior consent.
The obligations under this section shall not apply to the disclosure or use of Confidential Information that (i) is or becomes publicly known by some means other than by breach of this section or by some other action by the Receiving Party; (ii) is obtained without restriction by the Receiving Party on a nonconfidential basis from a third party lawfully possessing and lawfully entitled to disclose such information; (iii) is previously known by the Receiving Party as evidenced by written material containing such information; (iv) is at any time independently developed by the Receiving Party without use or reference to any Confidential Information; or (v) is required to be disclosed by a government or judicial entity having proper jurisdiction over the Receiving Party, provided that the Receiving Party promptly provides the Disclosing Party notice and an opportunity to seek a protective order.
Neither Party shall disclose the terms and conditions of this Agreement to any person or entity without the prior written consent of the other Party, except as required to do so by a government entity having proper jurisdiction over the disclosing Party. The provisions of this section shall survive for a period of five (5) years following any termination or expiration of this Agreement.
XVII. SPECIAL ADMONITIONS FOR INTERNATIONAL USE
Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside and to comply with any other local laws affecting the transmission or posting of content or affecting the privacy of persons.
XVIII. APPLICABLE LAW AND VENUE
These Terms shall be governed by and construed under the laws of the state of Georgia without reference to its conflicts of law principles. In the event of any conflicts between foreign law, rules, and regulations, and Georgia law, rules, and regulations, Georgia law, rules and regulations shall prevail and govern. Each party agrees to submit to the exclusive and personal jurisdiction of the courts located in the State of Georgia. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act shall not apply to these Terms. The services provided by KnowledgeArbitrageSystems hereunder are controlled by U.S. Export Regulations, and they may not be exported to or used by embargoed countries or individuals. Any notices to KnowledgeArbitrageSystems must be sent to:
XIX. NO CLASS ACTIONS
You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action.
XX. FORCE MAJEURE
Neither Party shall be responsible for any failure to perform its obligations under these Terms, except for your obligation to pay for Services already provided by us, if such failure is unforeseeable by the affected Party or beyond the reasonable control of the affected Party, such as acts of God, acts of civil or military authority, government regulations, labor strikes, embargoes, epidemics, war, terrorist acts, riots, insurrections, fires, explosions, earthquakes, nuclear accidents, floods, power blackouts, volcanic action, other major environmental disturbances or unusually severe weather conditions.
You may not assign or otherwise transfer this Agreement or any of your rights or obligations hereunder without KnowledgeArbitrageSystems ’s prior written consent, which may not be unreasonably withheld. Any such attempt is void. If, notwithstanding the foregoing, this Agreement is assigned pursuant to the provisions of the United States Bankruptcy Code or similar foreign statute (or any future United States or foreign bankruptcy law), the assignee hereof shall be deemed, without further act or deed, to have assumed all of the obligations of the assigning Party hereunder. Any such assignee shall, upon demand, execute and deliver to KnowledgeArbitrageSystems an instrument confirming such assumption. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns.
These Terms (including any amendment agreed upon by the parties in writing) represent the complete agreement between us concerning its subject matter, and supersedes all prior agreements and representations between the parties. If any provision of these Terms are held to be unenforceable for any reason, such provision shall be reformed to the extent necessary to make it enforceable to the maximum extent permissible so as to affect the intent of the parties, and the remainder of these Terms shall continue in full force and effect. A waiver of any default is not a waiver of any subsequent default. The relationship between KnowledgeArbitrageSystems and you is not one of a legal partnership relationship, but is one of independent contractors. These Terms shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto.