Terms and Conditions

PLEASE READ THE FOLLOWING TERMS OF USE (“TERMS”) CAREFULLY BEFORE ACCESSING OR USING THE KUNIK SERVICE IN ANY WAY. IF YOU DO NOT AGREE TO ALL OF THE TERMS, THEN DO NOT USE THE KUNIK SERVICE.

 

Welcome to Kunik!  Kunik makes this website (regardless of domain name or IP address) and all content and elements thereof, including, but not limited to, text, data, information, reviews, ratings, opinions, videos, notes, notices, communications, software, scripts, designs, graphics, images, photographs, illustrations, drawings, sounds, music, and other files, materials, and elements (collectively, “Content”), all trademarks, service marks, trade names, and logos contained therein (collectively, “Marks”), and all Interactive Features (defined below), mobile optimized versions, mobile applications, blogs, social media platforms, and other digital and electronic platforms, channels, support, user interfaces and features, offerings, products, services, functionality, tools, and applications licensed, purchased, provided, or otherwise made available by Kunik through or in connection therewith (collectively, “Features”), available for your use subject to these Terms. (The Content, Marks, and Features, along with the design, selection, and arrangement thereof, are collectively referred to in these Terms as the “Service”). These Terms constitute a legally-binding agreement made by and between Project Duluth LLC, a Florida limited liability company d/b/a Kunik (“Kunik”), and you personally and, if applicable, on behalf of any entity for whom you are using this Service (collectively, “you”). These Terms apply to all parties accessing, visiting, or otherwise using the Service (“Users”). By accessing or using the Service in any way (including linking to the Service) you agree that you have read, understand, and agree to be and are bound by these Terms as a legal contract between you and Kunik.

 

  1. REVISIONS AND UPDATES TO THESE TERMS

 

Kunik reserves the right to update, change, and modify these Terms and Kunik’s other rules, guidelines, and policies at any time in its sole discretion, and all such modified Terms, rules, guidelines, and policies will be effective immediately upon being posted on the Service and are hereby incorporated by reference. You waive any right you may have or claim to have to receive specific notice of any such changes. Your continued use of the Service after such modified Terms, rules, guidelines, and policies have been posted constitutes your acceptance of such changes, and you agree your use of the Service will be subject to the then-current version of these Terms and the other rules, guidelines, and policies of Kunik as posted on the Service. Kunik recommends you periodically review the most current Terms and the other rules, guidelines, and policies of Kunik as they are binding on you and govern your use of the Service. The date of the most recent version of these Terms appears at the bottom of this page. If you are not in agreement with any of these Terms or any of the other rules, guidelines, or policies of Kunik, you are not authorized to and may not access or otherwise use the Service.

 

  1. THE SERVICE

 

Kunik provides an informational platform and resources via the Service for working parents and employers of working parents. As part of the Service, Kunik makes available to you and other Users certain discussion forums, chat rooms, message boards, bulletin board features, video classes, collaborative workspaces, group sessions, social media platforms, blogs, wikis, reviews and ratings features and tools, and/or other interactive features, services, facilities, or means by which Users can interact with the Service (“Interactive Features”). Kunik’s Users, including its experts, consultants, and moderators, use the Interactive Features to provide answers, comments, critiques, feedback, reviews, ratings, opinions, advice, statements, data, input, offers, and other information to Users, in real-time and otherwise. Kunik hereby grants to you, subject to these Terms, the revocable right to use the Interactive Features to post, upload, email, share, submit, transmit, or otherwise make available (“Share”) to/with Kunik, its experts, consultants, and other Users your comments, communications, messages, statements, critiques, questions, answers, feedback, suggestions, ideas, reviews, ratings, advice, information, data, photographs, graphics, images, videos, and all other original works of authorship, materials, other user-generated content, and/or any other interactions with the Service, including your User ID and other profile information associated with your User Account (collectively, “Contributions”). You remain solely responsible for your Contributions and the consequences of Sharing those Contributions. Kunik is not responsible for the operation, terms of use, or policies of any social media platform. Before using any social media platform in connection with the Service you are encouraged to review its terms of use and policies, including its privacy policy. You acknowledge that other Users using the Service may occasionally Share communications or other content that may be inaccurate, misleading, illegal, deceptive, or otherwise offensive. Kunik is under no obligation to screen, monitor, edit, block, or remove any communications or other content. Kunik does not endorse nor is responsible for any User communications or other content, and the opinions of the authors of such communications or other content are not necessarily shared by Kunik. Kunik is not nor will be liable to you or any other User for any communications or other content you or any other User encounters on the Service and perceives to be inaccurate, misleading, illegal, deceptive, defamatory, libelous, slanderous, obscene, pornographic, or otherwise offensive. You have no expectation of privacy concerning your use of the Service, and Kunik may disclose any of your Contributions and/or your User Information that Kunik deems reasonably necessary in its sole discretion to comply with governmental requests, subpoenas, or court orders, or to protect Kunik, its community of Users, and its moderators, agents, consultants, experts, licensors, licensees, suppliers, service providers, contractors, advertisers, and sponsors (“Related Parties”). Please refer to Kunik’s Privacy Policy for more information concerning Kunik’s collection, retention, use, and disclosure of information.

 

KUNIK RESERVES THE RIGHT, IN ITS SOLE DISCRETION, TO MODIFY, MAKE IMPROVEMENTS TO, SUSPEND, CANCEL, LIMIT, RESTRICT, INTERRUPT, DISCONTINUE, REMOVE, OR DISABLE ACCESS TO THE SERVICE OR ANY PARTS THEREOF (INCLUDING CONTENT) AT ANY TIME, EITHER TEMPORARILY OR PERMANENTLY, FOR ANY REASON OR NO REASON, WITHOUT NOTICE. IN NO EVENT WILL KUNIK BE LIABLE TO YOU OR ANY THIRD PARTY FOR SUCH ACTIONS AND ANY CLAIMED LOSSES, HARM, OR DAMAGES ARISING OUT OF OR RELATING TO ANY SUCH ACTIONS.

 

YOU ACKNOWLEDGE AND AGREE YOUR ACCESS TO AND USE OF THE SERVICE, INCLUDING ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH YOUR USE OF THE SERVICE, IS AT YOUR OWN DISCRETION AND RISK. YOU REMAIN SOLELY AND ENTIRELY RESPONSIBLE FOR, AND RELEASE KUNIK IN CONNECTION WITH, (A) ANY DAMAGE TO YOUR COMPUTER, TABLET, MOBILE PHONE, OR OTHER DEVICE; (B) CORRUPTION OR LOSS OF DATA; AND (C) ANY UNSATISFACTORY QUALITY, PERFORMANCE, OR ACCURACY OF THE SERVICE. YOU ARE ENCOURAGED TO ALWAYS USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND REMOVE VIRUSES FROM ANY DOWNLOADED CONTENT.

 

YOU ACKNOWLEDGE THAT ANY RELIANCE UPON ANY ADVICE, OPINION, STATEMENT, INFORMATION, OR OTHER CONTENT DISPLAYED OR DISTRIBUTED VIA THE SERVICE IS AT YOUR SOLE RISK.  KUNIK SHALL HAVE NO LIABILITY TO YOU ARISING OUT OF ANY PURCHASES OF THIRD-PARTY GOODS AND/OR SERVICES BASED UPON INFORMATION OR OTHER CONTENT PROVIDED VIA THE SERVICE.

 

  1. USER ACCOUNTS AND REGISTRATION

 

To access certain Content and Features of the Service, or to purchase any products or services made available via the Service, you must create a user account (“User Account”). User Accounts are created by following the appropriate link on the Service’s Home Page. In creating your User Account, you will be asked to adopt a unique user identification (“User ID”) and password. Kunik relies on your User ID and password to identify and bind you when using the Service, and you agree such reliance by Kunik is reasonable in all respects. Kunik may at any time refuse to allow you to use a User ID that impersonates someone else, may be illegal, may be protected by trademark or other intellectual property laws, is in any way offensive, or may cause confusion in the marketplace as determined by Kunik in its sole discretion. To complete your registration, you must provide certain information about yourself (“User Information”), including, but not limited to, your name, telephone number, mailing address, email address, and payment method information (such as credit card, bank, or PayPal account numbers). In creating and using your User Account, you agree (a) to provide true, accurate, current, and complete User Information, and (b) to maintain and promptly update your User Information so that at all times your User Information remains true, accurate, current, and complete. If you provide any untrue, inaccurate, outdated, or incomplete User Information, then Kunik, in its sole discretion, may at any time suspend or terminate your User Account and refuse to permit any future use of the Service by you. To use the Service you must be 18 years of age or older and fully able and competent to enter into and perform, abide by, and comply with these Terms. THE SERVICE IS NOT INTENDED FOR ANYONE UNDER THE AGE OF 18, AND ACCESS OR USE BY ANYONE YOUNGER THAN 18 IS NOT AUTHORIZED. YOUR USER ACCOUNT MAY BE DELETED WITHOUT WARNING AND WITHOUT LIABILITY TO YOU IF WE BELIEVE THAT YOU ARE UNDER 18 YEARS OF AGE. If you are creating a User Account or using the Service on behalf of an employer or other entity, you represent and warrant to Kunik that you have the full legal authority to bind your employer or other entity to these Terms and the other rules, guidelines, and policies of Kunik. User Accounts, User IDs, and passwords are non-transferrable, and any attempted transfer will be void and of no legal effect. Kunik strongly encourages you to take preventative measures to prohibit unauthorized persons from accessing the Service with your User ID and password (for example, by not leaving your computer or other device unattended while accessing the Service, and by always logging out of the Service at the conclusion of your session). You acknowledge and agree that at all times you remain solely and entirely responsible for all activities that occur on or through your User Account and User ID (including payments or other actions taken by unauthorized persons using your User Account), and you hereby release Kunik from any and all liability for losses of any kind arising out of or relating to any unauthorized use of your User ID and password. Please inform Kunik immediately at support@kunik.com if you suspect any unauthorized use of or access to your User ID or password or upon any unintended or undesired disclosure to any third party of any of your User Information.  While Kunik employs certain encryption technologies and follows other generally accepted standards to protect User Information and to provide suitable security, Kunik cannot and does not guarantee or warrant that any information transmitted via the Internet is secure, or that such transmissions are or will be free from error, delay, interruption, or interception. You acknowledge that you provide your personal information to Kunik at your own risk. Kunik may at any time offer products and services to you based on the User Information you provide, and such offers, advertisements, and promotions may be made by Kunik or its Related Parties. Please refer to Kunik’s Privacy Policy for additional details regarding the collection, retention, use, and disclosure of your User Information.

 

  1. FEES AND PAYMENT TERMS

 

Kunik may from time to time charge Users certain subscription, membership, or usage fees in connection with certain Content and Features of the Service (“Fees”). A full description of Kunik’s Fees can be found here. Kunik reserves the right to change its Fees at any time, and changes are immediately effective upon posting on the Service. Kunik’s refund policy is available here. All Fees are stated in United States Dollars unless otherwise provided. You are responsible for the timely payment of all Fees and for providing Kunik with a valid payment method for such payments. Kunik reserves the right to assess late fees and suspend or otherwise restrict your access to and use of the Service until payment is received in full. If for any reason Kunik is unable to collect fees owed and you fail to timely make other acceptable arrangements, Kunik, in addition to seeking any remedies available at law or equity, may employ collection agencies and attorneys to collect such amounts. Kunik and any associated collection agencies may also report late or missed payments to the various credit bureaus (i.e., Experian, TransUnion, and EquiFax).

 

  1. PRIVACY POLICY

 

Any and all personal information provided to or collected by Kunik will, at all times, be treated in accordance with Kunik’s Privacy Policy, which is incorporated herein by reference. By using the Service, you signify your acceptance of the Privacy Policy. Kunik encourages you to read the Privacy Policy periodically at your convenience as Kunik’s policies are subject to change from time to time.

 

  1. INTELLECTUAL PROPERTY RIGHTS

 

(a)  YOUR CONTRIBUTIONS

 

You at all times retain any rights which may exist, including copyrights, trademarks, and service marks, in and to any Contributions you Share; provided, however, by Sharing your Contributions you automatically grant Kunik a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers of sublicensees), unrestricted, and transferable right and license to use, reproduce, copy, print, publish, distribute, edit, adapt, modify, alter, translate, create derivative works from, publicly perform, publicly display, digitally perform, incorporate such Contributions in other works and distribute such other works, and/or to otherwise exploit such Contributions or any parts thereof, along with your User ID, in any form, manner, or medium, whether now known or hereafter created or devised, without any compensation or obligation to you in Kunik’s discretion for the full term of any copyrights that may exist in such Contributions, including any renewals and extensions thereof. Kunik has the right (but not the obligation) to sell, license, and display any advertising, sponsorship, promotional, and/or distribution rights in connection with your Contributions, and Kunik is entitled to retain any and all revenue generated by or derived from any sale, licensing, or other exploitation of such advertising, sponsorship, promotional, or distribution rights. You hereby waive and agree not to enforce any so-called “moral rights” you may have in and to any of the Contributions you elect to Share via the Service. You acknowledge and agree that any Contributions you Share are public and you have no expectation of privacy with respect to any such Contributions.  No confidential, fiduciary, contractually-implied or other relationship is created between you and Kunik by reason of your transmitting a Contribution to the Service.  You at all times assume full responsibility and remain solely liable for your Contributions.

 

Kunik has the right (but not the obligation) to monitor, screen, review, moderate, edit, modify, block, remove, delete, or refuse to publish any Contributions Shared by you at any time in Kunik’s sole discretion for any reason or no reason, whether intentionally or unintentionally, without notice or liability to you or any other party. It is your obligation to determine and satisfy copyright or other use restrictions with respect to any Contributions you Share, and you at all times remain solely and entirely responsible for determining whether your Contributions require the consent or license from any other person or entity, and, if so, to secure such consents and to pay any licensing or other fees in connection therewith. Kunik shall not under any circumstance be required to pay or incur any sums to any person or entity as a result of its use or exploitation of your Contributions in connection with the Service pursuant to these Terms. Kunik encourages you to seek the advice of an attorney if you have any questions concerning the legality of any Contributions you wish to Share via the Service.  Kunik may use your User ID, geographical location, and other identifiers to attribute authorship of your Contributions to you.

 

Kunik may investigate any reported or apparent violation of these Terms, and may, at any time, take any action that Kunik in its sole discretion deems appropriate, including, but not limited to, restricting, suspending, or terminating your Kunik privileges and your access to all or any parts of the Service, without prior notice or liability to you or any third party to prevent or cure any breach of these Terms.

 

You acknowledge Kunik is under no obligation to store, retain, archive, or otherwise make available to you any Contributions you Share with Kunik, and any and all Contributions Shared with Kunik may be deleted from Kunik’s servers at any time, for any reason or no reason, whether intentionally or unintentionally, without notice or liability to you or any third party. You at all times remain solely responsible for backing up and archiving your Contributions.

 

(b)  THE SERVICE

 

All rights, title, and interests in and to the Service (including the Content, Marks, and Features) are owned by or licensed to Kunik and are protected by U.S. and international copyright, trademark, patent, and other laws. The Service is available for the use of Kunik’s authorized Users only. Users are granted a limited, revocable, non-exclusive license (without the right to sublicense) to access and use the Service for informational purposes only, and to view, copy, and print pages from the Service solely for non-commercial, personal use. You are not permitted to copy, download, modify, create derivative works from, reproduce, store, distribute, transmit, broadcast, display, sell, sublicense, or otherwise exploit any elements of the Service for any purpose other than as explicitly set forth in these Terms and the other rules, guidelines, and policies of Kunik without the prior written consent of Kunik or the applicable owner, as the case may be. Neither the name “Kunik” nor any of Kunik’s other Marks may be used in any way, including, but not limited to, in any advertising, hyperlink, publicity, or promotional materials of any kind, whether relating to the Service or otherwise, without Kunik’s prior written consent, and nothing contained on the Service should be construed as granting you by implication, estoppel, or otherwise, any license or right to use any Marks or Content without the prior written approval of Kunik or the applicable owner, as the case may be. Notwithstanding the foregoing sentence, a third-party Service that desires to link to the Service and complies with the requirements of Section 10 (Links from Third-Party Services) may use the name “Kunik” in or as part of that hyperlink. Any violation or breach of the foregoing restrictions by you is strictly prohibited and will constitute infringement of the intellectual property rights of Kunik or others and will automatically terminate the license granted you under these Terms and, further, may subject you to civil and criminal penalties, including, but not limited to, monetary damages for copyright and/or trademark infringement. All rights in and to the Service (including the Content, Marks, and Features) not expressly granted by these Terms are reserved by Kunik and its Related Parties, as applicable. 

 

  1. HEALTH AND MEDICAL ADVICE

 

The Service provides educational information regarding working parents, some of which may contain information pertaining to health and safety, diet and nutrition, exercise and fitness, and information about treatments, medications, and dietary supplements.  This information is not intended to be used as medical advice, diagnosis, or treatment. You should always seek the advice of a qualified physician or other health care provider with any questions regarding a medical condition.

 

  1. RESTRICTIONS ON YOUR USE OF THE SERVICE

 

You agree to not use the Service, alone or with others, for any purpose that is unlawful or prohibited by these Terms or the other rules, guidelines, or policies of Kunik. Specifically, you agree as follows:

 

(a)  you shall not use or attempt to use the Service if you are not able for any reason to form legally-binding contracts (e.g., if you are under the age of 18), if your Kunik privileges have been suspended, terminated, or otherwise restricted, or if you have not agreed to be bound by these Terms and the other rules, guidelines, and policies of Kunik.

 

(b)  you shall not engage or attempt to engage in any conduct that (i) could damage, disable, overburden, or impair the Service; (ii) violates or attempts to violate the security of the Service, including by probing, scanning, or otherwise testing the vulnerability of applicable systems, networks, and authentication measures; (iii) circumvents any technological measures implemented by Kunik to restrict the manner in which any Content can be posted, uploaded, transmitted, communicated, displayed, performed, or otherwise distributed on or via the Service; (iv) circumvents (or attempts to circumvent) the manner in which any Content may be transmitted to other Kunik Users, including through the use of multiple email addresses, multiple IP addresses, and multiple or fraudulent User Accounts; (v) circumvents or manipulates (or attempts to circumvent or manipulate) Kunik’s billing process for fees; (vi) inhibits, disrupts, or otherwise interferes with another party’s beneficial use and enjoyment of the Service, including by means of hacking or defacing any portion of the Service or by accessing and using another’s User Account without permission; (vii) modifies, obscures, or removes any copyright, trademark, proprietary, or identification markings accompanying any Content posted, uploaded, transmitted, communicated, displayed, performed, or otherwise distributed on or via the Service; (viii) infringes the copyrights, trademarks, service marks, patents, or other proprietary intellectual property rights of Kunik, its Related Parties, or Users; (ix) solicits or mass-markets to Kunik or its Related Parties or Users via email, text, direct mail, telephone, or otherwise for any purpose; or (x) creates (or attempts to create) similar or substitute products and services to those offered by Kunik derived from your use of or access to the Service.

 

(c) you shall not Share any Contributions that (i) are false, inaccurate, misleading, or violate or infringe the intellectual property rights of any other party, including copyrights, trademarks, service marks, patents, rights of publicity or privacy, and other proprietary rights; (ii) contain viruses or other malicious software that may harm Kunik, its Related Parties, or Users, or inhibit, disrupt, or otherwise interfere with the normal operation of the Service; (iii) are unlawful, fraudulent, harassing, threatening, bullying, harmful, tortious, defamatory, libelous, abusive, discriminatory, hateful, obscene, vulgar, pornographic, sexually explicit, racially or ethnically offensive, inflammatory, encourage conduct that would be considered a criminal offense, give rise to civil liability, or violate any law, inhibit any other person from using or enjoying the Service, or are otherwise objectionable in Kunik’s sole discretion; (iv) contain proprietary trade secrets or other confidential information in violation of any confidentiality, employment, or non-disclosure agreement; (v) constitute unsolicited or unauthorized communications, advertising, promotional materials, junk mail, spam, chain letters, or pyramid schemes; (vi) impersonate or misrepresent any person or entity, including, but not limited to, any Kunik moderators, experts, consultants, staff, and employees.

 

(d) you shall not employ or attempt to employ any robots, spiders, offline readers, crawlers, scrapers, framing, mirroring, other automatic devices or manual processes to access the Service, gather or extract data, monitor or copy any Content from the Service, or collect any personal information from Kunik’s Users, including, but not limited to, User Information, User IDs, and passwords, for solicitation or other purposes.

 

(e) you shall not attempt (or assist another in any attempt) to (i) violate, circumvent, reverse-engineer, decompile, disassemble, attempt to derive the source code or object code of, decrypt, modify, or create derivative works from the Service; (ii) copy, reproduce, frame, download, transmit, broadcast, display, rent, lease, loan, sell, assign, transfer, distribute, republish, license, sublicense, or otherwise exploit any element of the Service or modify, adapt, translate or create any derivate works from any element of the Service for any purpose other than as expressly permissible under these Terms; or (iii) sublicense, assign, delegate, or otherwise transfer this license or any of your rights or obligations under these Terms without Kunik’s prior written consent.

 

  1. LINKS TO THIRD-PARTY SERVICES AND CONTENT

 

Kunik may periodically provide information about or hyperlinks to third-party products and services on the Service and may also run third-party advertisements and promotions on the Service. Such information about and links to third-party products and services are provided for your convenience only. The content displayed on any linked third-party Service is not under Kunik’s control, and Kunik has not examined or evaluated the quality, nature, reliability, or accuracy of any content, materials, products, or services available on or via such third-party Services, nor is Kunik responsible for such content, materials, products, or services. IF YOU DECIDE TO ACCESS ANY THIRD-PARTY SERVICE LINKED FROM THE KUNIK SERVICE, YOU DO SO ENTIRELY AT YOUR OWN RISK. KUNIK DISCLAIMS ALL WARRANTIES WITH RESPECT TO THIRD-PARTY SERVICES AND DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY CONTENT, MATERIALS, PRODUCTS, OR SERVICES OFFERED OR PROVIDED BY SUCH THIRD PARTIES THROUGH THE KUNIK SERVICE OR VIA ANY HYPERLINKED SERVICE OR FEATURED IN ANY ADVERTISEMENT APPEARING ON, VIA, OR IN CONNECTION WITH THE KUNIK SERVICE. YOU EXPRESSLY RELEASE KUNIK FROM ANY AND ALL LIABILITY ARISING OUT OF OR RELATING TO ANY USE BY YOU OF ANY THIRD-PARTY SERVICES AND THIRD-PARTY CONTENT, MATERIALS, PRODUCTS, AND/OR SERVICES.

 

Any hyperlinks to third-party products and services should not, alone, be construed as any endorsement, authorization, sponsorship, affiliation, joint venture, or partnership by or with Kunik. Any concerns regarding third-party Services and associated content, materials, products, and services should be directed to the particular Service proprietor. Third-party Services, products, and services are subject to their own terms of use, privacy policies, warranties, guidelines, and restrictions. Kunik encourages you to review such policies governing your access to and use of any third-party Services, products, and services to ensure your actions are in compliance with applicable rules. Any opinions, advice, statements, services, offers, or other information or content expressed or made available on such third-party Services are those of the respective Service proprietors and do not necessarily state or reflect those of Kunik.

 

  1. LINKS FROM THIRD-PARTY SERVICES

 

Third parties may publish hyperlinks to the Kunik Service provided they at all times (a) do not replicate or misappropriate any elements of the Service or otherwise infringe any intellectual property rights of Kunik, its Related Parties, or Users; (b) do not create a frame or any other browser or border environment around the Service; (c) do not link to any Content on the Service that is only made available to Users with a User Account and User ID; (d) do not imply that Kunik endorses such third party, its content, materials, products, or services; (e) do not misrepresent such third party’s relationship with Kunik; (f) do not portray Kunik or its products or services in a false, misleading, derogatory, or otherwise negative manner; and (g) do not display any content on such third-party’s Service that is, in Kunik’s sole opinion, offensive, harassing, or otherwise objectionable. The limited license granted herein may be revoked by Kunik at any time in its sole discretion. 

 

  1. REPRESENTATIONS AND WARRANTIES

 

Each time you use the Service, you represent and warrant to Kunik and to its Users, as applicable, that: (a) you have the full right, authority, and legal capacity to enter into and perform your obligations under these Terms and to grant all rights granted to Kunik herein; (b) your agreement with these Terms and your performance of your obligations under these Terms does not and will not constitute a breach of any other agreement by which you are bound; (c) you possess all necessary rights, licenses, and permissions to use any third-party content or marks in your Contributions, including releases from any and all identifiable individuals appearing therein, and you will pay any royalties or other remuneration due in connection with any such third-party licenses; (d) neither the Contributions you Share nor your use of the Service will infringe the copyrights, trademarks, service marks, trade secrets, rights of publicity or privacy, patents, or other intellectual property or proprietary rights of any third party; (e) your Contributions are and will be accurate, current, and not misleading, and in strict compliance with these Terms and the other rules, guidelines, and policies of Kunik; (f) you are and will remain at all times fully responsible and liable for any and all Contributions you Share; and (g) your Contributions, along with your use of the Service, will comply with all applicable local, state, and federal laws, ordinances, and regulations. 

 

  1. GENERAL RELEASE AND INDEMNITY

 

By accessing and using the Service, you hereby release and agree, to the fullest extent permitted under applicable law, to indemnify, defend, release, and hold Kunik and its Related Parties and the officers, directors, owners, employees, agents, contractors, service providers, consultants, successors, affiliates, and assigns of all of the foregoing (collectively, the “Indemnitees”), harmless from and against any and all claims, liabilities, obligations, losses, damages, penalties, demands, actions, suits, judgments, settlements, costs and expenses (including administrative costs, investigatory costs, litigation and settlement costs and experts’, auditors,’ and attorneys’ fees and disbursements) of whatever nature (collectively, “Losses”), which may be made, filed, or assessed against, or incurred by any of the Indemnitees at any time arising out of or relating to your use of (or inability to use) the Service, including, but not limited to: (a) your Contributions; (b) the use of your Contributions by Kunik or any of the other Indemnitees for any purpose in accordance with these Terms; (c) your violation of applicable law or your breach of these Terms or the other rules, guidelines, and policies of Kunik; (d) your violation of any rights of any other person or entity, including, but not limited to, intellectual property rights; (e) any claim that a third party was damaged by any of your Contributions or by your other activities in any way relating to the Service; (f) any and all activity that occurs through or by use of your User Account (including all Contributions Shared); (g) any dispute between you and one or more other Users of the Service; (h) any item set forth in Section 8 of these Terms; and (i) any breach or alleged breach by you of the representations, warranties, or covenants made by you in these Terms or any other provisions of these Terms applicable to you. Kunik reserves the right (but not the obligation), at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you under these Terms, and in any such event, you agree to fully cooperate with Kunik’s defense of such claim. You may not settle, compromise, or in any other way dispose of any liability, claim, or cause of action giving rise to your indemnity obligations under these Terms without Kunik’s prior written consent.

 

  1. REMEDIES

 

You acknowledge and agree your breach of these Terms or Kunik’s other rules, guidelines, or policies may cause Kunik immediate and irreparable harm and damage. Therefore, notwithstanding any other provision of these Terms to the contrary or other applicable legal requirements, Kunik has the right to, and may in its sole discretion, immediately obtain preliminary injunctive relief and seek permanent injunctive relief without showing or proving any actual damage sustained, or posting a bond, to prevent or cure any breach by you of these Terms or Kunik’s other rules, guidelines, or policies. Kunik’s rights and remedies under these Terms are cumulative, and Kunik’s exercise of any right or remedy does not and will not preclude Kunik’s exercise of any other rights or remedies that may now or subsequently exist in law or in equity or by statute or otherwise. In the event of any breach of these Terms by Kunik, you agree your sole remedy with respect to such breach will be an action at law for damages, if any, and that in no event will you be entitled to enjoin, interfere, or inhibit (or seek to enjoin, interfere, or inhibit) the Service, including Kunik’s Services.

 

  1. TERMINATION OF YOUR USER ACCOUNT AND ACCESS TO THE SERVICE

 

Kunik may, in its sole discretion, at any time and without notice or liability to you or any third party, terminate your User Account or otherwise restrict, suspend, or terminate your access to the Service, without prejudice to any other remedies available to Kunik at law or in equity, if Kunik believes your use of the Service (a) violates these Terms or the other rules, guidelines, and policies of Kunik; (b) infringes the rights of any person or entity (including intellectual property rights); (c) gives rise to other legal liabilities; or (d) is harmful to Kunik, its Related Parties, or Users. Kunik may also terminate your User Account or restrict, suspend, or terminate your access to the Service if you fail to make timely payment of fees due, or if your User Account becomes inactive for an extended period of time. Upon any termination of your User Account, Kunik may, in its sole discretion and without notice or liability to you or any third party, delete any or all of your Contributions from servers owned or operated by Kunik. Upon any termination of your User Account, you agree to immediately pay Kunik any unpaid fees owed.

 

  1. DISCLAIMER OF WARRANTIES

 

KUNIK MAKES EVERY ATTEMPT TO KEEP THE SERVICE SAFE, SECURE, AND FUNCTIONING PROPERLY; HOWEVER, YOU ACKNOWLEDGE AND AGREE THE SERVICE IS PROVIDED TO YOU AND ALL USERS “AS-IS” AND “AS AVAILABLE” WITH ALL FAULTS AND WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND. KUNIK AND ITS OFFICERS, DIRECTORS, OWNERS, EMPLOYEES, AGENTS, AND CONTRACTORS DISCLAIM TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES AND CONDITIONS WITH RESPECT TO THE SERVICE (INCLUDING ALL RELATED CONTENT, FEATURES, PRODUCTS, AND SERVICES), INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF OR REGARDING: (A) MERCHANTABILITY; (B) FITNESS FOR A PARTICULAR PURPOSE; (C) THE QUALITY, TRUTH, ACCURACY, OR COMPLETENESS OF ANY CONTENT POSTED, UPLOADED, DISPLAYED, PERFORMED, TRANSMITTED, COMMUNICATED, OR OTHERWISE DISTRIBUTED ON, VIA, OR IN CONNECTION WITH THE SERVICE; (D) THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE SERVICE, INCLUDING ACCESS TO OR USE OF THE SERVICE AT PARTICULAR TIMES OR LOCATIONS OF YOUR CHOOSING; AND (E) THE NON-INFRINGEMENT OF THIRD-PARTY PROPRIETARY RIGHTS.

 

KUNIK DOES NOT WARRANT OR GUARANTEE: (A) THAT OPERATION OF THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, AND FREE OF VIRUSES, MALICIOUS SOFTWARE, OR OTHER HARMFUL COMPONENTS; (B) THAT ANY DEFECTS IN THE SERVICE WILL BE CORRECTED; (C) THAT THE SERVICE WILL BE COMPATIBLE WITH ANY PARTICULAR HARDWARE OR SOFTWARE; (D) THAT THE SERVICE WILL CONTINUE TO BE MADE AVAILABLE; (E) THAT ANY PERSON USING THE SERVICE WILL BE THE PERSON THAT HE OR SHE REPRESENTS HIMSELF OR HERSELF TO BE; OR (F) THAT THE SERVICE WILL MEET YOUR EXPECTATIONS OR OBJECTIVES OR ANY PARTICULAR CRITERIA OF PERFORMANCE OR QUALITY.

 

YOU ACKNOWLEDGE AND AGREE THE SERVICE IS CONTROLLED AND OFFERED BY KUNIK FROM ITS FACILITIES LOCATED IN THE UNITED STATES. KUNIK MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICE IS APPROPRIATE OR AVAILABLE FOR USE IN ANY OTHER LOCATION OR JURISDICTION. ANY USER THAT ACCESSES OR USES THE SERVICE FROM ANY LOCATION OUTSIDE OF THE UNITED STATES DOES SO AT THEIR SOLE RISK AND REMAINS SOLELY AND ENTIRELY RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE LOCAL LAWS AND REGULATIONS.

 

SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES. IN SUCH STATES OR JURISDICTIONS SOME OF THE FOREGOING EXCLUSIONS MAY NOT APPLY TO YOU.

 

  1. LIMITATION OF LIABILITY

 

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL KUNIK OR THE RELATED PARTIES OR THE OFFICERS, DIRECTORS, OWNERS, EMPLOYEES, AGENTS, AND CONTRACTORS OF KUNIK AND THE RELATED PARTIES, BE LIABLE TO YOU, AND YOU AGREE NOT TO HOLD KUNIK OR ANY OF THE FOREGOING PARTIES RESPONSIBLE FOR, ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DAMAGES FROM PERSONAL INJURY, PROPERTY DAMAGE, LOSS OF PROFITS, LOSS OF DATA, LOSS OF PRIVACY, LOSS OF GOODWILL OR REPUTATION, BUSINESS INTERRUPTION, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR REASONABLE CARE, OR ANY OTHER DAMAGES OR LOSSES RESULTING DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, FROM YOUR ACCESS TO, USE OF, OR INABILITY TO USE THE SERVICE, AND SPECIFICALLY (A) ANY UNAUTHORIZED ACCESS TO OR USE OF KUNIK’S SERVERS AND ANY PERSONAL, FINANCIAL, OR USER INFORMATION STORED ON SUCH SERVERS; (B) THE QUALITY, ACCURACY, OR COMPLETENESS OF CONTENT POSTED, UPLOADED, LISTED, TRANSMITTED, COMMUNICATED, OR OTHERWISE DISTRIBUTED ON OR VIA THE SERVICE; (C) ANY REMOVAL, DELETION, LIMITATION, MODIFICATION, INTERRUPTION, SUSPENSION, DISCONTINUANCE, OR TERMINATION OF THE SERVICE OR ANY PARTICULAR CONTENT, INCLUDING YOUR CONTRIBUTIONS; (D) ANY VIRUSES, TROJAN HORSES, OTHER MALICIOUS SOFTWARE OR HARMFUL COMPONENTS WHICH MAY BE TRANSMITTED TO, THROUGH, OR IN CONNECTION WITH THE SERVICE; (E) THE CONTENT, ACTIONS, AND OMISSIONS OF KUNIK’S MODERATORS, EXPERTS, STAFF, AND OTHER USERS; (F) ANY SUSPENSION, RESTRICTION, OR TERMINATION OF YOUR KUNIK USER ACCOUNT AND PRIVILEGES; (G) ANY REAL OR PERCEIVED NEED BY YOU TO MODIFY YOUR PRACTICES OR BEHAVIOR, OR YOUR LOSS OF OR INABILITY TO DO BUSINESS AS A RESULT OF CHANGES TO THESE TERMS OR THE OTHER RULES, GUIDELINES, OR POLICIES OF KUNIK; (H) ANY ACTION OR INACTION TO PREVENT, RESTRICT, REDRESS, OR REGULATE ANY CONTRIBUTIONS OR OTHER CONTENT, OR TO IMPLEMENT OTHER ENFORCEMENT MEASURES AGAINST ANY PARTICULAR USER, OR ANY USER’S CONDUCT OR VIOLATION OF THESE TERMS OR THE OTHER RULES, GUIDELINES, AND POLICIES OF KUNIK; (I) ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY PERSON OR ENTITY; AND (J) ANY ACTS OR OMISSIONS CAUSED BY CIRCUMSTANCES BEYOND KUNIK’S REASONABLE CONTROL, WHETHER ANY OF THE FOREGOING DAMAGES OR LOSSES ARE BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT KUNIK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR PERSONAL INJURY OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN SUCH STATES OR JURISDICTIONS, KUNIK’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW. IN NO EVENT WILL KUNIK’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AGGREGATE AMOUNT OF FEES, IF ANY, ACTUALLY PAID BY YOU FOR ACCESS TO AND USE OF THE SERVICE. YOU HEREBY RELEASE KUNIK AND THE RELATED PARTIES FROM ANY AND ALL OBLIGATIONS, LIABILITIES, AND CLAIMS IN EXCESS OF THIS LIMITATION. YOU AND KUNIK AGREE THAT, REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, YOU MUST FILE ANY CLAIM OR ACTION ARISING OUT OF OR RELATING TO THE SERVICE OR THE SUBJECT MATTER OF THESE TERMS WITHIN 1 YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION ARISES, OTHERWISE SUCH CLAIM OR ACTION WILL BE PERMANENTLY BARRED.

 

  1. FORCE MAJEURE

 

Kunik will not be liable to you for any loss or damage arising out of or relating to any delay or failure to perform under these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond Kunik’s reasonable control and without Kunik’s negligence, including, but not limited to: (a) any fire, flood, earthquake, or other natural disaster; (b) war, riot, or order of governmental authority; (c) labor dispute or any order, regulation, ruling, or action of any labor union or association affecting Kunik or the industry in which it is engaged; (d) delay in the delivery of materials and supplies or the general unavailability of materials and supplies; (e) casualty, accident, illness, or incapacity; (f) power failure, failure of computer systems or other equipment, or other Internet, network, or communications outages, interruptions, or disturbances; (g) delay in performance by any of Kunik’s Related Parties; or (h) any other cause which prevents Kunik from performing under these Terms. 

 

  1. COPYRIGHT POLICY

 

Kunik is under no obligation to monitor any Contributions Shared with Kunik for unlawful or unauthorized content. However, Kunik respects and seeks to preserve the copyright and proprietary interests of its Users. Accordingly, if you believe any Content on the Service infringes your copyrights, then you may submit a written notification to Kunik in accordance with the Digital Millennium Copyright Act (“DMCA”) that includes the following (see 17 U.S.C. § 512(c)(3) for additional details): (a) your signature (either physical or electronic) or that of a person under penalty of perjury authorized to act on your behalf; (b) clear identification of the copyrighted work allegedly infringed; (c) clear identification of the Content that is allegedly infringing your copyrights and information reasonably sufficient to permit Kunik to locate the Content; (d) information reasonably sufficient to permit Kunik to contact you (e.g., name, address, telephone number, and email address); (e) a statement by you that the use of the Content in the manner complained of is not authorized by you or permitted under applicable law; and (f) a statement by you that the information in your notification is accurate in all material respects. If you fail to comply with the foregoing requirements, your DMCA notice may not be valid. Any notices of claimed infringement should be sent to Kunik’s Copyright Agent at copyright@kunik.com. For the avoidance of doubt, only DMCA notices should be sent to the Copyright Agent. All other feedback, inquiries, or other communications should be directed to Kunik at support@kunik.com.   

 

Upon receipt of a notice that complies with the DMCA, Kunik will remove or block access to such allegedly-infringing Content and will give notice of the claimed infringement to the User who Shared such Content.

 

COUNTER-NOTICES

 

If you believe that any of your Contributions that may have been removed in response to a DMCA notice is not infringing, or that you possess the requisite authority from the copyright owner or under applicable law to Share such Contributions, then you may send a counter-notice to Kunik’s Copyright Agent including the following: (a) your signature (either physical or electronic); (b) clear identification of the Content that has been removed and the location at which the Content was displayed or appeared prior to its removal; (c) a statement by you that the Content was removed as a result of mistake or a misidentification; (d) a statement that you consent to the jurisdiction of the federal courts located in Miami-Dade County, Florida, and a statement that you will accept service of process from the person who provided notification of the alleged infringement; and (e) your name, address, telephone number, and email address. All DMCA notices and counter-notices must meet the then-current statutory requirements of the DMCA (see http://www.loc.gov/copyright/ for details).

 

If a counter-notice is received by the Copyright Agent, Kunik shall send a copy of the counter-notice to the original complaining party informing that party that Kunik may restore the removed Content in 10 business days unless the original complaining party files an action seeking a court order against the alleged infringer.

 

KUNIK RECOMMENDS THAT YOU CONSULT WITH AN ATTORNEY PRIOR TO SUBMITTING A DMCA NOTICE OR COUNTER-NOTICE, AS THERE CAN BE PENALTIES FOR FALSE CLAIMS UNDER THE DMCA.

 

Please be advised, notices and counter-notices under this Section 18 are legal notices distinct from other Service communications and are not subject to Kunik’s Privacy Policy.  Kunik may share such notices and counter-notices with third parties in Kunik’s sole discretion.

 

  1. TRADEMARK POLICY

 

If you believe any trademark or service mark owned or controlled by you is being infringed by any other User of the Service, please contact Kunik’s Trademark Agent at trademark@kunik.com and include the following: (a) your signature (either physical or electronic) or that of a person under penalty of perjury authorized to act on your behalf; (b) clear identification of the mark allegedly infringed, and if the mark is registered, provide the registration number and country of registration; (c) clear identification of the mark that is allegedly infringing and information reasonably sufficient to permit Kunik to locate the mark; (d) information reasonably sufficient to permit Kunik to contact you (e.g., name, address, telephone number, and email address); (e) a statement by you that the use of the mark in the manner complained of is not authorized by you or permitted under applicable law; and (f) a statement by you that the information in your notification is accurate in all material respects.

 

Upon Kunik’s receipt of any such notice from you, Kunik will remove or block access to such content and serve notice of trademark infringement to the User Sharing the allegedly infringing mark. If such User sends Kunik’s Trademark Agent a counter-notice, Kunik will forward a copy of the counter-notice to the original complaining party informing that person that Kunik may restore the removed mark in 10 business days unless the original complaining party files an action seeking a court order against the alleged infringer.

 

Please be advised, notices and counter-notices under this Section 19 are legal notices distinct from other Service communications and are not subject to Kunik’s Privacy Policy. Kunik may share such notices and counter-notices with third parties in Kunik’s sole discretion.

 

  1. NOTICES

 

The email address you provide in your User Account will be used by Kunik to send you notices pursuant to these Terms, as required by applicable law, and generally regarding your User Account, the Service, and as otherwise permitted under these Terms. You consent to receive all notices and communications pertaining to your access to and use of the Service by email. You acknowledge and agree that any such notices sent by Kunik to you via email satisfy any legal requirement that such notices be made in writing. You also agree that Kunik may respond to any communication you send to Kunik with an electronic communication, regardless of whether your original communication with Kunik was an electronic communication or not. Any email Kunik sends to you will be considered received within 2 calendar days of the date such communication is sent by computer servers utilized by Kunik to the email address you designate in your User Account. To the extent permissible under applicable law, any email you send to Kunik will not be effective until Kunik has had a reasonable opportunity to act on the communication. You should not rely on electronic communication if you need to communicate with Kunik immediately and, in no event, should your sole method of communication with Kunik regarding any emergency be sent by electronic communication. Kunik strongly suggests that you report all matters requiring immediate attention to Kunik by calling ________________. 

 

  1. USER COMMENTS AND SUGGESTIONS

 

Kunik encourages its Users to work collaboratively to keep the Service safe and working properly. Please report any problems, offensive Content, or violations of these Terms or Kunik’s other rules, guidelines, and policies to: support@kunik.com. User feedback is very important to Kunik. Kunik may, from time to time, solicit Contributions from you containing your feedback, comments, ideas, and suggestions about the Service. Any such communications may be sent to Kunik at: support@kunik.com. Please note that by doing so, you grant Kunik permission to disclose such Contributions on a non-confidential basis and to use such Contributions without further notice or compensation to you. By sending such Contributions you grant Kunik an irrevocable, perpetual, royalty-free, sublicensable, worldwide license of all intellectual property and other rights comprising such Contributions, and you waive any claim against Kunik based on moral rights, breach of implied contract, unfair competition, breach of confidentiality, or any other legal theory. Kunik is under no obligation to respond to you in connection with any feedback, comments, ideas, or suggestions you may provide. You will at all times remain responsible for the content of any such Contributions you provide to Kunik. 

 

  1. MISCELLANEOUS

 

These Terms, along with any other legal notices published by Kunik on the Service, constitute the entire agreement between you and Kunik relating to the subject matter of these Terms and supersede any prior agreements, written or oral, between you and Kunik relating to the subject matter of these Terms. You acknowledge and agree the Service along with these Terms and Kunik’s other rules, guidelines, and policies will be governed by and construed in accordance with federal law and, to the extent not preempted by federal law, the internal substantive laws of the State of Florida without regard to its conflict of laws principles. The Service will be deemed a passive Service that does not give rise to any personal jurisdiction over Kunik, either specific or general, in any state other than the State of Florida. You agree that exclusive jurisdiction over any claim or dispute with Kunik arising out of or relating to these Terms or your access to or use of (or inability to use) the Service will be decided in the federal and state courts located in Miami-Dade County, Florida. You agree to not plead that Miami-Dade County, Florida is an inconvenient forum in connection with any such claim or dispute. If any provision contained in these Terms is deemed invalid or unenforceable by a court of competent jurisdiction, the invalidity or unenforceability of such provision will not affect the validity or enforceability of the remaining provisions of these Terms, all of which will remain in full force and effect.  No waiver of any provision of these Terms will be deemed a further or continuing waiver of such provision or any other provision, and Kunik’s failure to assert any right under these Terms will not constitute a waiver of such right. No agency, partnership, joint venture, employment, or franchise relationship is intended to be or is created by these Terms. You acknowledge and agree Sections 2-9 (inclusive) and 11-22 (inclusive) of these Terms, along with any other provisions which survive termination according to their express terms, or which may reasonably be interpreted or construed as surviving termination, will survive any termination of these Terms or any termination of your right to use the Kunik Service. You may not assign these Terms, in whole or in part, or delegate any of your responsibilities under these Terms to any third party. Any such attempted assignment or delegation will not be recognized by Kunik unless consented to by Kunik in writing, which consent may be granted or withheld by Kunik in its sole discretion. Kunik may, at any time and in its sole discretion, assign these Terms, in whole or in part, or delegate any of its rights and responsibilities under these Terms to any third party or entity.

 

YOU REPRESENT THAT YOU HAVE READ AND UNDERSTAND THESE TERMS AND AGREE TO BE BOUND HEREBY AND HAVE BEEN AFFORDED AN OPPORTUNITY TO SEEK THE ADVICE OF AN ATTORNEY WITH REGARD TO YOUR RIGHTS AND OBLIGATIONS UNDER THESE TERMS AND HAVE EITHER SOUGHT OR REFUSED SUCH COUNSEL.

 

LAST UPDATED: April 1, 2019

 

© 2019 Project Duluth LLC d/b/a Kunik.  All rights reserved.

 

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