THESE TERMS INCLUDE LIMITATIONS ON YOUR RIGHT TO SUE.
KCM reserves the right, in its sole discretion, to modify, alter or otherwise update these Terms at any time. Such modifications shall be effective immediately upon posting. By using this Web Site and/or the Licensed Materials after we have posted such modifications, alterations or updates you agree to be bound by such revised Terms.
1.1 In exchange for any applicable fees and subject to certain limitations as described herein, you will be granted the non-exclusive and non-transferable right, throughout the world, to receive access to the Licensed Materials subject to the Terms.
1.2 This License shall commence upon your first login into any KCM registration-based website or the commencement of any KCM Subscription Period to use the Licensed Materials and unless sooner terminated hereunder, shall terminate at the end of any Initial Period (as defined below) or the end of the Subscription Period (as defined below) and any renewal periods.
1.3 KCM shall:
1.3.1 Make the Licensed Materials available to you in accordance with the terms and conditions set forth herein.
1.3.2 KCM reserves the right at any time to withdraw from the Licensed Materials any item or part of an item for any reason and at any time.
1.4 You shall:
1.4.1 Use best efforts to protect the Licensed Materials from unauthorized use or other breach of this License;
1.4.2 During a Subscription Period, you covenant that you shall maintain your paid subscriptions to the Licensed Materials as set forth on pricing guide on the KCM website, as may be modified from time to time. You further covenant that you shall not share your license with any other person, without purchasing a Group Membership from KCM.
- USAGE RIGHTS
2.1 During an Initial Period and/or the Subscription Period, subject to Section 3, you may access the Licensed Materials from the Server in accordance with the terms herein. As used herein, the “Server” shall mean a server, either KCM’s server or a third party server designated by KCM, on which the Licensed Materials are installed and may be accessed in accordance with the terms herein.
2.2 During an Initial Period or Subscription Period, you may, subject to Section 3:
2.2.1 Search, view, retrieve and display the Licensed Materials.
2.2.2 Electronically save, and disseminate to your customers, the Licensed Materials or any abstract thereof; provided, however, that you preserve any trademark rights of third party Providers (as defined below), including images contained in the Licensed Materials.
2.2.3 Print off unlimited copies of portions or sections of the Licensed Materials.
2.2.4 Share the Licensed Materials via a hyperlink.
- PROHIBITED USES OF LICENSED MATERIALS
You shall only use the Licensed Materials in accordance with Section 2. Among other things, you shall not:
3.1 Remove or alter the authors’ names or KCM’s copyright notices or other means of identification or disclaimers as they appear in the Licensed Materials;
3.2 Use of all or any part of the Licensed Materials for any Commercial Use. As used herein, “Commercial Use” shall mean use for the purposes of direct or indirect monetary reward (whether by or for you) by means of sale, resale, loan, transfer, hire or other form of exploitation of the Licensed Materials. For the avoidance of doubt, the resale/republishing of the Licensed Material to Real Estate Agents shall be deemed to be Commercial Use.
3.3 Distribute, reproduce, modify, store, transfer or in any other way use any of the Licensed Materials (including as part of any database, library, news, information, archive, web site or similar service) other than as permitted in Section 2.
- TERM, FEES AND PAYMENTS
Applicable fees may include a periodic (e.g., monthly or annual) subscription fee for a specific length of time (“Subscription Period”).4.1 Initial Period: KCM may offer you a one-time trial period (an “Initial Period”). The length of any such Initial Period, and the particular Licensed Materials included may vary from time to time. If you terminate your subscription prior to the expiration of any Initial Period, you will not have any financial obligation with respect to your subscription, and your credit card will not be charged for your use of the Licensed Materials.
4.2 Initial Subscription Payment: By registering for any KCM product, you agree that if you do not cancel your subscription before the expiration of your Initial Period, you will pay the applicable fees for accessing the Licensed Material that you select upon registration. If you do not cancel your subscription prior to the expiration of the Initial Period, the applicable fees indicated at the time you registered for the subscription will automatically be charged to the credit card you designated as the credit card to be billed for your account.
4.3 Automatic Subscription Renewal: Unless you notify us of your decision to terminate your subscription, your subscription will automatically renew at the end of such subscription term on a month-to-month basis, and your credit card will be charged our then-current fees for the applicable subscription.
4.4 Refunds, Late Payments and Taxes
4.4.1 All fees paid and charges made prior to termination as provided herein, including any advance charge or payment for the subscription term during which you terminate your subscription, are nonrefundable. Termination of your subscription shall not relieve you of any obligations to pay accrued charges.
4.4.2 Your account may be deactivated without notice to you if payment is past due, regardless of the dollar amount. You agree to pay any outstanding balance in full within thirty (30) days of cancellation or termination of your subscription to the applicable Licensed Materials.
4.5 Modifications to Fees or Billing Terms: KCM RESERVES THE RIGHT, AT ANY TIME, TO CHANGE ITS SUBSCRIPTION FEES AND BILLING METHODS, UPON EFFECTIVE NOTICE TO YOU, WHICH SHALL INCLUDE NOTICE SENT TO YOUR DESIGNATED EMAIL ADDRESS. If any such change is unacceptable to you, you may terminate your subscription by contacting customer service. Your continued use of the Licensed Materials following the effective date of a change to fees or billing methods shall constitute your acceptance of such change.
- TERM AND TERMINATION
5.1 In addition to termination under clause 1.2, this License shall be terminated:5.1.1 If you default in making payment of any Fee, and fail to remedy such default within thirty (30) days of notification in writing by KCM;
5.1.2 If you commit a material breach of KCM’s or any Providers’ (as defined below) copyright or other intellectual property rights or of the provisions of Section 2 in respect of usage rights or of Section 3 in respect of prohibited uses. KCM may take further action as KCM may determine to be appropriate under the circumstances to eliminate or preclude repeat violations, and KCM shall not be liable for any damages of any nature suffered by any customer, user, or any third party resulting in whole or in part from KCM’s exercise or its rights under this License Agreement;
5.2 On termination all usage rights automatically terminate. For the avoidance of doubt, on termination or expiration of this Agreement you shall immediately cease to distribute or make available the Licensed Materials and you shall remove any and all electronic copies of the Licensed Materials from your systems.
5.3 Following the expiration or termination of this License, the terms of Sections 3, 5, 10 and 11 as well as any provision required for the interpretation of this License or necessary for the full observation and performance arising prior to the date of termination, shall survive.
- TRADEMARKS, COPYRIGHTS AND RESTRICTIONS
This Web Site and the Licensed Materials are controlled and operated by Keeping Current Matters, Inc.. All content on the Web Site and the Licensed Materials, including, but not limited to text, images, illustrations, audio clips, and video clips, is protected by copyrights, trademarks, service marks, and/or other intellectual property rights (which are governed by U.S. and worldwide copyright laws and treaty provisions, privacy and publicity laws, and communication regulations and statutes), and are owned and controlled by KCM or its affiliates, or by third party content providers, merchants, sponsors and licensors (collectively "Providers") that have licensed their content or the right to market their products and/or services to KCM. By enrolling for the Licensed Materials, KCM grants you a non-exclusive license in said intellectual property, solely for use in the Licensed Materials provided by KCM. You may distribute the Licensed Materials, either electronically to your customers or by printing and disseminating to your customers. However, without the prior written consent of the Providers, your modification of the Licensed Materials , violates the rights of the Provider copyrights, trademarks or service marks and other proprietary rights, and is prohibited. As a condition to your use of this Web Site and the Licensed Materials, you warrant to KCM that you will not use our Web Site or Services for any purpose that is unlawful or prohibited by these Terms, including without limitation the posting or transmitting any threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic, or profane material. If you violate any of these Terms, in addition to any other remedies KCM or its Providers may have, your permission to use our Web Site and Services immediately terminates without the necessity of any notice. KCM retains the right to deny access to anyone at its discretion for any reason, including for violation of these Terms.
This Web Site and/or the Licensed Materials may contain links to other web sites ("Linked Sites"). The Linked Sites are provided for your convenience and information only and, as such, you access them at your own risk. The content of any Linked Sites is not under KCM's control, and KCM is not responsible for, and does not endorse, such content, whether or not KCM is affiliated with the owners of such Linked Sites.
- LEGAL COMPLIANCE/ADVICE
Nothing herein shall be construed to provide that the Web Site or the Licensed Materials is in compliance with any state or local law or regulation with respect to advertising the services of any user thereof, nor to provide any legal advice with respect thereto. It is the sole responsibility of the Licensee to ensure that all state and local laws and regulations are adhered to with respect to the Web Site and Licensed Materials. Licensee hereby agrees to indemnify KCM for any and all loss with respect to any fine imposed by any state or local government agency regarding the publication and dissemination of the Web Site and Licensed Materials.”
- DISCLAIMER OF WARRANTIES AND LIABILITY
ALL CONTENT ON THIS WEB SITE AND/OR THE LICENSED MATERIALS IS PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. OTHER THAN THOSE WARRANTIES WHICH, UNDER THE U.S. LAWS APPLICABLE TO THESE TERMS, ARE IMPLIED BY LAW AND ARE INCAPABLE OF EXCLUSION, RESTRICTION, OR MODIFICATION, KCM DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NEITHER KCM, ITS AFFILIATED OR RELATED ENTITIES, NOR THE PROVIDERS, NOR ANY PERSON INVOLVED IN THE CREATION, PRODUCTION, AND DISTRIBUTION OF THIS WEB SITE AND/OR THE LICENSED MATERIALS WARRANT THAT THE FUNCTIONS CONTAINED IN THIS WEB SITE AND/OR THE LICENSED MATERIALS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVER THAT MAKES THE CONTENT AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE CONTENT THAT YOU ACCESS ON THIS WEB SITE AND/OR THE LICENSED MATERIALS IS PROVIDED SOLELY FOR YOUR CONVENIENCE AND INFORMATION ONLY. KCM DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THIS WEB SITE AND/OR THE LICENSED MATERIALS, OR AS TO THE RELIABILITY, ACCURACY OR CURRENCY OF ANY INFORMATION CONTENT, SERVICE AND/OR REAL PROPERTY ACQUIRED PURSUANT TO YOUR USE OF THIS WEB SITE AND/OR THE LICENSED MATERIALS. YOU AGREE THAT WE MAY CHANGE OR DISCONTINUE THE LICENSED MATERIALS IN OUR SOLE DISCRETION AND WITH NO PRIOR NOTICE TO YOU.YOU EXPRESSLY AGREE THAT USE OF THIS WEB SITE AND/OR THE LICENSED MATERIALS IS AT YOUR SOLE RISK. YOU (AND NOT KCM) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION OF YOUR SYSTEM. YOU EXPRESSLY AGREE THAT NEITHER KCM, NOR ITS AFFILIATED OR RELATED ENTITIES (INCLUDING ITS PROVIDERS), NOR ANY OF THEIR RESPECTIVE EMPLOYEES, OR AGENTS, NOR ANY PERSON OR ENTITY INVOLVED IN THE CREATION, PRODUCTION AND DISTRIBUTION OF THIS WEB SITE AND/OR THE LICENSED MATERIALS, IS RESPONSIBLE OR LIABLE TO ANY PERSON OR ENTITY WHATSOEVER FOR ANY LOSS, DAMAGE (WHETHER ACTUAL, CONSEQUENTIAL, PUNITIVE OR OTHERWISE), INJURY, CLAIM, LIABILITY OR OTHER CAUSE OF ANY KIND OR CHARACTER WHATSOEVER BASED UPON OR RESULTING FROM THE USE OR ATTEMPTED USE OF THIS WEB SITE AND/OR THE LICENSED MATERIALS. BY WAY OF EXAMPLE, AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, KCM AND RELATED PERSONS AND ENTITIES SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY CLAIM OR DAMAGE ARISING FROM FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION, COMPUTER VIRUS, THEFT, DESTRUCTION, UNAUTHORIZED ACCESS TO OR ALTERATION OF PERSONAL RECORDS, OR THE RELIANCE UPON OR USE OF DATA, INFORMATION, OPINIONS OR OTHER MATERIALS APPEARING ON THIS WEB SITE AND/OR THE LICENSED MATERIALS . YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT KCM IS NOT LIABLE OR RESPONSIBLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER SUBSCRIBERS OR THIRD PARTIES. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. IN SUCH JURISDICTIONS, KCM'S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
You are fully responsible for how you use this Web Site and/or the Licensed Materials. You may not share your log-in information with anyone else, but if you do you are fully responsible for how they use the Web Site and/or the Licensed Materials too. You agree to indemnify, defend, and hold harmless KCM and the Providers, its and their officers, directors, employees, service providers, vendors, affiliates, agents, licensors, and suppliers from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from any violation by you of these Terms.
- THIRD PARTY RIGHTS
These Terms are for the benefit of KCM and its Providers, its and their officers, directors, employees, affiliates, agents, licensors, and suppliers. Each of these individuals or entities shall have the right to assert and enforce these Terms directly against you on its or their own behalf.
- DISPUTE RESOLUTION -- VENUE You agree to be subject to the jurisdiction of New York. You agree that any dispute between you and us to enforce these Terms, or in connection with any matters related to this Web Site, will be resolved in New York to the exclusion of any other potential venue.
- DISPUTE RESOLUTION - ARBITRATION, NO CLASS ACTIONS
You agree that you will only sue us as an individual. You agree that you will not file a class action against KCM or its Providers, or participate in a class action against KCM or its Providers. You and we agree that any dispute between you and KCM or its Providers arising under or related to these Terms, this Web Site and/or the Licensed Materials can only be brought in binding individual (non-class) arbitration to be administered by the American Arbitration Association ("AAA"). If, for any reason, AAA is not available, you or we may file our case with any national arbitration company.
- SEVERANCE OF INVALID TERMS
If any provision of these Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. Notwithstanding anything to the contrary, if the class action waiver of these Terms is deemed unenforceable, the agreement of the parties to engage in arbitration shall likewise be deemed stricken.
- ENTIRE AGREEMENT
ANY RIGHTS NOT EXPRESSLY GRANTED HEREIN ARE RESERVED BY KEEPING CURRENT MATTERS.