Terms & Conditions
Notwithstanding anything to the contrary contained in this Agreement, if you and KayoCloud have entered into a separate written agreement that covers your use of a KayoCloud service (a “Subscription Agreement”), then the terms and conditions of such Subscription Agreement shall govern your access to and use of such service, and to the extent any terms of the Subscription Agreement conflict with the terms of this Agreement, the terms of the Subscription Agreement shall prevail.
The Site contains material, such as text, graphics, images, videos, photographs, software, and other material provided by or on behalf of KayoCloud (collectively referred to as the “Content”). The Content may be owned by KayoCloud or third parties. The Content is protected under both United States and foreign laws. Unauthorized use of the Content may violate copyright, trademark, and other laws.
You may view all Content for your own personal, non-commercial use. No other use is permitted without the prior written consent of KayoCloud. KayoCloud and its licensors retain all right, title, and interest, including all intellectual property rights, in and to the Site and the Content.
Without limiting the generality of any of the foregoing, you may not do any of the following:
- sell, transfer, assign, license, sublicense, or modify the Content or copy, reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose;
- attempt to decompile, disassemble, or reverse engineer any software contained on the Site;
- remove any copyright or other proprietary notations from the Content;
- transfer the Content to another person or “mirror” the Content on any other server;
- spam or use the Site to engage in any commercial activities, or use the Site to collect any market research for a competing business;
- impersonate another person or misrepresent your affiliation with another person or entity;
- interfere with, or compromise the system integrity or security of the Site, or otherwise bypass any measures KayoCloud may use to prevent or restrict access to the Site;
- circumvent, remove, alter, deactivate, degrade, or thwart any of the protections in the Site;
- use any robot, spider, scraper, or other automated means to access the Site for any purpose without the express written permission of KayoCloud; provided, however, that KayoCloud grants the operators of public search engines permission to use spiders to copy materials from the public portions of the Site for the sole purpose of and solely to the extent necessary for creating publicly-available searchable indices of the materials, but not caches or archives of such materials;
- take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on KayoCloud’s technical infrastructure;
- access or attempt to access any portion of the Site or service offered by KayoCloud that is password-protected unless you are an authorized user for such portion of the Site or service pursuant to the applicable Subscription Agreement, and subject to the terms contained therein;
- access or use, or attempt to access or use, any portion of the Site if you are a direct or indirect competitor of KayoCloud, nor shall you provide, disclose, or transmit any portion of the Site to any direct or indirect competitor of KayoCloud (by way of example, a "direct or indirect competitor" of KayoCloud includes, but is not limited to, Internet listing services or other real estate information services and employees, independent contractors and agents of such services);
- use any portion of this Site in a manner, that is unlawful;
- make available, communicate to the public by telecommunication, transmit under any law, contractual obligation (i.e., nondisclosure agreement), or fiduciary duty, any information about the Site; or attempt yourself or permit or encourage any third party to do any of the above.
If you violate any part of this Agreement, KayoCloud may immediately terminate your permission to access the Content and the Site, and KayoCloud may require you to destroy any copies you have made of the Content.
The trademarks, service marks, and logos of KayoCloud and LSpire, INC (the “KayoCloud Trademarks”) used and displayed on the Site are registered and unregistered trademarks or service marks of KayoCloud. Other company, product, and service names located on the Site may be trademarks or service marks owned by others (the “Third-Party Trademarks,” and, collectively with KayoCloud Trademarks, the “Trademarks”). Nothing on the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without KayoCloud’s prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by KayoCloud in writing. All goodwill generated from the use of KayoCloud Trademarks inures to the benefit of KayoCloud.
Elements of the Site are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including, but not limited to, the use of framing or mirrors. None of the Content may be retransmitted without the express, written consent of KayoCloud for each and every instance.
3. Communications with KayoCloud
Although KayoCloud encourages you to e-mail KayoCloud, KayoCloud does not want you to, and you should not, e-mail KayoCloud any content that contains confidential information. With respect to all e-mails and communications you send to KayoCloud, including, but not limited to, feedback, questions, comments, suggestions, and the like, KayoCloud shall be free to use any ideas, concepts, know-how, or techniques contained in your communications for any purpose whatsoever, including but not limited to, the development, production, and marketing of products and services that incorporate such information without compensation or attribution to you.
THE INFORMATION AND CONTENT PROVIDED ON THE SITE ARE FOR INFORMATIONAL PURPOSES ONLY. THE SITE, THE CONTENT, AND ALL OTHER MATERIALS CONTAINED ON THE SITE ARE PROVIDED “AS IS” AND “AS AVAILABLE”. KayoCloud MAKES NO WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED, AND HEREBY DISCLAIMS AND NEGATES ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY, THAT THE SITE OR CONTENT WILL OPERATE ERROR-FREE OR THAT THE SITE, ITS SERVERS, OR THE CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. FURTHER, KayoCloud DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS CONCERNING THE ACCURACY, COMPLETENESS, LIKELY RESULTS, OR RELIABILITY OF THE CONTENT OR MATERIALS ON THE SITE OR OTHERWISE RELATING TO SUCH MATERIALS OR ON ANY SITES LINKED TO THE SITE.
The Content and materials appearing on the Site could include technical, typographical, or photographic errors. KayoCloud does not warrant that any of the Content or materials on the Site are accurate, complete, or current. KayoCloud may make changes to the Content and materials contained on the Site at any time without notice. KayoCloud does not, however, make any commitment to update the Content or the materials.
IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS: (I) KayoCloud AND ITS LICENSORS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM YOUR ACCESS TO OR USE OF THE SITE, OR ANY CONTENT ON THE SITE, INCLUDING, WITHOUT LIMITATION, ANY LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM THE USE OR INABILITY TO ACCESS AND USE THE SITE OR ANY CONTENT ON THE SITE, EVEN IF KayoCloud HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) KayoCloud SHALL NOT BE LIABLE FOR ANY DIRECT DAMAGES, NOT ATTRIBUTABLE TO PERSONAL INJURIES, THAT YOU MAY SUFFER AS A RESULT OF YOUR USE OF THE SITE OR KayoCloud’S SERVICES IN EXCESS OF FIFTY U.S. DOLLARS ($50). NO COMMON-LAW CAUSE OF ACTION ARISING UNDER TORT, CONTRACT, OR WARRANTY RELATED TO THE SITE OR OTHERWISE ARISING UNDER THIS AGREEMENT, REGARDLESS OF FORM, MAY BE BROUGHT BY YOU MORE THAN ONE (1) YEAR AFTER SUCH ACTION HAS ACCRUED.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES; THEREFORE, SOME OF THE ABOVE LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU.
KayoCloud has not reviewed all of the sites linked to or within the Site and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement by KayoCloud of such site. Use of any such linked web site is at the user’s own risk.
You agree to defend, indemnify, and hold KayoCloud and its owners, members, officers, directors, employees, agents, successors, licensees, licensors, and assigns harmless from and against any damages, liabilities, losses, expenses, claims, actions, and/or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from: (i) your breach of this Agreement; or (ii) your misuse of the Content or the Site. KayoCloud shall provide notice to you of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit, or proceeding. KayoCloud reserves the right to assume the exclusive defense and control (at your expense) of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting KayoCloud’s defense of such matter.
8. Notice to Non-U.S. Residents
The Site and the KayoCloud servers are based in the United States. KayoCloud makes no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Site or the Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
9. Changes to this Agreement
10. Choice of Law
This Agreement is governed by the laws of the State of New York (without regard to conflicts of law principles) for any dispute between the parties or relating in any way to the subject matter of this agreement. Any suit or legal proceeding must be exclusively brought in the federal or state courts for New York County, New York and you submit to this personal jurisdiction and venue. The prevailing party in any litigation is entitled to recover its attorneys’ fees and costs from the other party.
11. Digital Millennium Copyright Act.
KayoCloud respects the intellectual property rights of others and attempts to comply with all relevant laws. We will review all claims of copyright infringement received and remove any content deemed to have been posted or distributed in violation of any such laws.
Our designated agent under the Digital Millennium Copyright Act (the “Act”) for the receipt of any Notification of Claimed Infringement which may be given under that Act is as follows:
LSpire Legal: 2392 Nostrand Ave, Brooklyn, NY 11210. firstname.lastname@example.org
If you believe that your work has been copied on the KayoCloud platform or the Site in a way that constitutes copyright infringement, please provide our agent with notice in accordance with the requirements of the Act, including (i) a description of the copyrighted work that has been infringed and the specific location on the Website where such work is located; (ii) a description of the location of the original or an authorized copy of the copyrighted work; (iii) your address, telephone number and e-mail address; (iv) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; (v) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and (vi) an electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.
This Agreement constitutes the entire agreement between you and KayoCloud, and supersedes any prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter, except for any Subscription Agreement between you and KayoCloud, which shall not be superseded or replaced by this Agreement. KayoCloud’s failure to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against KayoCloud unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of KayoCloud’s successors, assigns, licensees, and sublicensees. These Terms & Conditions were last updated on January 4, 2021.