TERMS OF SERVICE
Last Updated: November 26, 2018
Welcome to KENTARA, a service provided by KENTARA, INC (hereinafter, “Kentara” or “we” or “our”), a corporation organized and existing under the laws of the Commonwealth of Virginia.
The brief summaries in purple are provided for your benefit only. They are not considered part of the official legal terms and conditions.
Kentara provides strategic consulting services, located at (collectively “Website” or “Site”), to commercial, non-profit, and government organizations (collectively, “Service(s)”). By accessing or using these Services or our Website, whether or not you are a registered user of our Service or Website, you are a user (hereinafter, “you” or “your” or “user”) and you accept and agree to the terms below (hereinafter “Terms of Service” or “Terms”) as a legally binding contract between yourself and Kentara.
If you do not agree with all of the Terms set forth below, you may not use any portion of this Website or Kentara’s Services.
If you use or access the Services or this Website on behalf of a business, you hereby represent to Kentara that you have the authority to bind that business and your acceptance of these Terms of Service will be treated as acceptance by that business.
2. Privacy and Security
By accepting and agreeing to these Terms,
3. License and Acceptance
Your use of this Website constitutes acceptance to these terms. Please read them.
The Terms of Service grants you a worldwide, nonexclusive, nontransferable, revocable, limited license to access and use of the information and Services, in whole or in part, strictly subject to and solely in compliance with these Terms of Service (“Limited License”). We reserve the right to terminate this Limited License, with or without prior notice, for any reason whatsoever. Except for the Limited License in the Terms of Service, Kentara reserves all other rights and no other rights are granted by implication or otherwise. For the avoidance of doubt, except for the Limited License set forth in the Terms of Service, Kentara does not grant you any express or implied rights or licenses under any Intellectual Property Rights (defined below) or other proprietary rights.
“Intellectual Property Rights” means any and all patents, trademarks, trade names, trade dress and service mark rights (and associated goodwill), rights of publicity, copyright, moral rights, industrial designs or design patents, technologies, procedures, processes, trade secrets, designs, inventions, discoveries, know-how and works of authorship, and documentation thereof, and all other intellectual property and proprietary rights as may now exist or hereafter come into existence, and all applications for any of these rights and registrations, renewals and extensions of any of these rights, in each case under the laws of any state, country, territory or other jurisdiction.
If you do not accept and agree to all provisions of these Terms of Service, now or in the future, you may reject the Terms of Service by immediately terminating all access and use of the Services, including accessing our Website, in which case any continuing access or use of the Services and Website is unauthorized.
Kentara may make changes from time to time to these Terms of Service and any such changes will be applicable to all subsequent access to or use of the Services. Should you have any questions as it relates to the Terms of Service, please feel free to contact us.
4. Kentara’s Intellectual Property
Do not infringe on our intellectual property rights.
Kentara’s Services, all technology, content and other subject matter included on or within the Service or on this Website, and all Intellectual Property Rights in or related to the Service or any such content or other subject matter or any content on this Website (collectively "Kentara Content") are owned by or licensed to Kentara. Kentara Content is protected by United States and international intellectual property laws. Kentara, its assigns, affiliates, and licensors retain all proprietary rights to that technology and content. The content appearing on this Site is copyrighted or copyrightable content of Kentara. Except as expressly provided in these Terms of Service, you agree not to use, modify, reproduce, distribute, sell, license, or otherwise exploit the Kentara Content without our express, written permission.
“Kentara” and its affiliated logos and designs are trademarks of Kentara and are protected by United States and international laws. The Terms of Service does not authorize you to use “Kentara” or its affiliated logos or designs or any similar or related trademarks for any use pertaining to the Services or any similar or related use, or any other use that is likely to cause confusion on the part of, to cause mistake by or to deceive the public as to any affiliation, connection, association, origin, sponsorship, approval or endorsement by or with Kentara.
5. Copyright Policy
If you think something on our Site is infringing your rights,
please contact us and we will address your concerns.
Kentara respects the intellectual property rights of others and responds to notices of alleged infringement in accordance with the Digital Millennium Copyright Act (17 U.S.C. § 101 et. al.) (“DMCA”). If you believe that an exclusive right in your work of authorship has allegedly been infringed, please report the alleged infringement via email to our Copyright Agent - click here. You may also submit your request via hardcopy to:
Attn: Kentara Copyright Agent
2580 West Camp Wisdom Road, Suite 100-208
Grand Prairie, TX 75052-3088
Please note that submitting the request via hardcopy may delay our response.
When submitting your allegation, please follow the notice procedure under provision 512(C)(3) of the DMCA. For your convenience, the notice requirements are as follows:
A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed (i.e., copyright owner, authorized representative, or licensee). Please sign your name as “/Full Name/”;
Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works, a list of such works;
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an email address at which you may be contacted;
A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Upon review, Kentara will take whatever action, in its sole and absolute discretion, as it deems appropriate.
6. Use of Services
We only give you the right to access and use this Website as stated in these terms, and you promise not to violate any law or anyone else’s rights.
Kentara grants you a limited, personal, non-exclusive, non-commercial, revocable and non-transferable license to use and access the Website. This license is subject to your full compliance with these Terms of Service and all applicable local, state, national, and international laws, rules and regulations. You represent and warrant that you have never been convicted of a felony and that you are not required to register as a sex offender with any government entity. The Service is not available to any User previously removed from the Service by Kentara. We may, without prior notice, change the Service; add features, stop providing the Service or features of the Service, to you or to users generally; or create usage limits for the Service.
It is expressly prohibited for any third party to access or use the Services on behalf of another. Users must access or use the Services only on their own behalf, and may not permit, enable, induce or encourage any third party to use or access the Services for them.
7. Acceptable Uses
Please do not do anything to violate any laws, rules or regulations.
By using this Site, you agree that any interaction you have with Kentara: (i) does not and will not violate any law or infringe the rights of any third party, including without limitation any Intellectual Property Rights or rights of privacy or publicity; (ii) does not suggest or imply that you have any other affiliation with Kentara outside that of a User, including without limitation that you are endorsed by Kentara.
8. Unauthorized Access
We have sufficient security measures in place but not everything works 100% of the time.
Please do not try to implement your own security measures.
Although we have taken precautions to minimize the risk of unauthorized access to your information, if any, we cannot guarantee unauthorized third parties will not be able to defeat our preventative measures. You hereby agree and acknowledge that you provide all information and content at your own risk. To maintain the integrity and functionality of the Services for its users, access to the Services and/or activities related to the Services that are harmful to, inconsistent with or disruptive of the Services and/or its users' beneficial use and enjoyment of the Services are expressly unauthorized and prohibited.
Users may not circumvent any technological measure implemented by Kentara to restrict the manner in which content may be used or accessed with respect to the Services or to regulate the manner in which content may be transmitted to other users. This prohibition includes without limitation a ban on the use of multiple email addresses (created via an email address generator or otherwise); the use of multiple IP addresses (via proxy servers, modem toggling, or otherwise); reverse engineering any component of the Service or Website; tampering with any code owned by or licensed to Kentara or any code attributable to the Service or Website; CAPTCHA circumvention, automation or outsourcing; multiple and/or fraudulent accounts; URL shortening, obfuscation or redirection; and content obfuscation via HTML techniques, printing text on images, inserting random text or content "spinning."
We maintain the right to modify access to the Website to ensure the security of all users.
Kentara has the right in its sole discretion to limit, modify, interrupt, suspend or discontinue all or any portions of the Services at any time without notice. Kentara and Kentara Indemnitees shall not be liable for any such limitations, modifications, interruptions, suspensions or discontinuance, or any purported losses, harm or damages arising from or related thereto.
10. Third-party Links
Any external links you click on from this Website is done at your own risk.
The Service or Website may contain links to third-party websites, advertisers, companies, services, products, individuals, special offers, or other events or activities that are not owned or controlled by Kentara. Kentara does not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access any third party website, service, or content from the Service or Website, you do so at your own risk and you agree that Kentara will have no liability arising from your use of or access to any third-party website, service, or content.
If your actions cause us to be sued, you are required to help us defend the suit.
You agree to indemnify and hold Kentara and its officers, directors, members, managers, partners, shareholders, employees, licensees, licensors, contractors, agents, legal representatives, successors, heirs, executors, and assigns (the “Kentara Indemnitees”), harmless against (a) any and all damages, liabilities, costs and expenses, including, without limitation, reasonable attorneys’ fees and costs, arising out of or related to: (a) your breach or alleged breach of any representation, warranty, covenant or other obligation set forth in these Terms of Service; (b) your own conduct or activities on, through or related to the Services or Website; (c) activity that occurs through or by you; (d) infringement, or alleged infringement; and you shall defend Kentara and the Kentara Indemnitees against any and all third party claims, suits or demands that are subject to the above indemnity.
Kentara and Kentara Indemnitees are not parties to, have no involvement or interest in, make no representations or warranties as to, and have no responsibility or liability with respect to any communications, transactions, interactions, disputes or any relations whatsoever between you and any other user, person or organization ("Interactions").
You hereby release Kentara and each of the Kentara Indemnitees, and their respective subsidiaries, affiliates, successors, predecessors, assigns, heirs, service providers and suppliers, from all claims, demands and damages of every kind and nature, known and unknown, direct and indirect, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to the Services or content accessed through the Services, or any Interactions with others arising out of or related to the Services and/or Website or content accessed through the Services and/or Website.
12. Limitations on Liability and Disclaimers
We use best efforts in providing our Services, but cannot ensure everything will always work perfectly.
This Website is presented as-is and we expressly disclaim all warranties.
KENTARA AND KENTARA INDEMNITEES SHALL UNDER NO CIRCUMSTANCES BE LIABLE FOR ANY ACCESS TO, USE OF OR RELIANCE ON THE SERVICES, OR FOR ANY TRANSACTIONS, COMMUNICATIONS, INTERACTIONS, DISPUTES OR RELATIONS BETWEEN YOU AND ANY OTHER PERSON OR ORGANIZATION ARISING OUT OF OR RELATED TO THE SERVICES OR CONTENT ACCESSED THROUGH THE SERVICES, INCLUDING BUT NOT LIMITED TO LIABILITY FOR INJUNCTIVE RELIEF AS WELL AS FOR ANY HARM, INJURY, LOSS OR DAMAGES OF ANY KIND INCURRED BY YOU OR ANYONE ELSE (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, STATUTORY, EXEMPLARY OR PUNITIVE DAMAGES, EVEN IF KENTARA OR ANY KENTARA INDEMNITEES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). THIS LIMITATION OF LIABILITY APPLIES REGARDLESS OF, BUT IS NOT RESTRICTED TO, WHETHER THE ALLEGED LIABILITY, HARM, INJURY, LOSS OR DAMAGES AROSE FROM AUTHORIZED OR UNAUTHORIZED ACCESS TO OR USE OF THE SERVICES OR CONTENT ACCESSED THROUGH THE SERVICES; ANY INABILITY TO ACCESS OR USE THE SERVICES OR CONTENT ACCESSED THROUGH THE SERVICES; OR ANY REMOVAL, DELETION, LIMITATION, MODIFICATION, INTERRUPTION, SUSPENSION, DISCONTINUANCE OR TERMINATION OF THE SERVICES OR CONTENT ACCESSED THROUGH THE SERVICES.
YOUR ACCESS TO, USE OF AND RELIANCE ON THE SERVICES AND CONTENT ACCESSED THROUGH THE SERVICES IS ENTIRELY AT YOUR OWN RISK. THE SERVICES (INCLUDING, WITHOUT LIMITATION, THE WEBSITES, PROGRAMS, SERVICES AND CONTENT ACCESSED THROUGH THE WEBSITES, PROGRAMS AND SERVICES) ARE PROVIDED ON AN "AS IS" OR "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND. ALL EXPRESS AND IMPLIED WARRANTIES (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS) ARE EXPRESSLY DISCLAIMED.
WITHOUT LIMITING THE FOREGOING, KENTARA ALSO DISCLAIMS ALL WARRANTIES FOR OR WITH RESPECT TO: (a) THE SECURITY, RELIABILITY, TIMELINESS, ACCURACY AND PERFORMANCE OF THE SERVICES AND CONTENT ACCESSED THROUGH THE SERVICES; (b) COMPUTER WORMS, VIRUSES, SPYWARE, ADWARE AND ANY OTHER MALWARE, MALICIOUS CODE OR HARMFUL CONTENT OR COMPONENTS ACCESSED, RECEIVED OR DISSEMINATED THROUGH, RELATED TO OR AS A RESULT OF THE SERVICES OR CONTENT ACCESSED THROUGH THE SERVICES; (c) ANY TRANSACTIONS OR POTENTIAL TRANSACTIONS, GOODS OR SERVICES PROMISED OR EXCHANGED, INFORMATION OR ADVICE OFFERED OR EXCHANGED, OR OTHER CONTENT, INTERACTIONS, REPRESENTATIONS OR COMMUNICATIONS THROUGH, RELATED TO OR AS A RESULT OF USE OF THE SERVICES OR CONTENT ACCESSED THROUGH THE SERVICES (INCLUDING, WITHOUT LIMITATION, ANY LINKS ON KENTARA’S WEBSITE AND/OR LINKS IN CONTENT ACCESSED THROUGH THE SERVICES).
IN NO EVENT WILL KENTARA’S AGGREGATE LIABILITY, OR THAT OF ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE SERVICES, OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, OR KENTARA CONTENT EXCEED ONE HUNDRED DOLLARS ($100). THE LIMITATIONS OF LIABILITY SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN KENTARA AND YOU.
THESE DISCLAIMERS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR CERTAIN WARRANTIES OR THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE DISCLAIMERS AND LIMITATIONS MAY NOT APPLY TO YOU.
13. Governing Law and Arbitration
All disputes will be handled under the laws of the Commonwealth of Virginia.
The existence and interpretation of these Terms of Service shall be governed and construed under the laws of the Commonwealth of Virginia, without regard to its conflicts of law rules. Any dispute, claim or controversy arising out of or relating to these Terms of Service or the breach, termination, enforcement, interpretation or validity thereof shall be exclusively resolved by final and binding arbitration administered by JAMS under its Comprehensive Arbitration Rules then in effect, as modified by the provisions of this Section.
The venue for such arbitration shall be Fairfax County, Virginia, or such other location to which both Parties may otherwise expressly agree in writing (the “Designated Location”).
Arbitration proceedings shall take place before a single arbitrator who shall be a lawyer or former judge. If the parties cannot agree upon the choice of the arbitrator within twenty (20) business days of the date the matter is submitted for arbitration, the parties shall request, and accept, assignment of an arbitrator from JAMS pursuant to its rules. The arbitrator shall have authority to award any remedy or relief that a court of competent jurisdiction sitting in the state encompassing the Designated Location could grant in conformity to applicable law. Any arbitration award shall be accompanied by a written statement containing a summary of the issues in controversy and a description of the award, with explanation of the reasons for the award. The arbitrator’s award shall be final and binding, and judgment may be entered upon such award by any court of competent jurisdiction.
You and Kentara agree that all arbitration proceedings shall be private and confidential, and further agree not to issue any press release or public announcement with respect to any arbitration proceeding or any court action taken to enforce the arbitrator’s award, including, without limitation, the fact that the arbitration or court action is being conducted, or disclose any aspect thereof, including any testimony, discovery and any documents filed in the course of such proceedings, except to the arbitrator and his/her staff, the parties’ attorneys and their staff, any experts retained by the parties, and to the court as necessary to enforce the arbitration award, provided that at the request of either party, the parties shall cooperate in seeking a protective order with respect to any such information disclosed to the court.
The foregoing dispute resolution provisions of these Terms of Service shall not prevent Kentara from seeking or obtaining preliminary injunctive or other provisional relief from a court of competent jurisdiction as provided in these Terms of Service for the purpose of preventing irreparable injury, loss or damage pending a final resolution of the dispute, claim or controversy according to such dispute resolution provisions.
If we are the prevailing party in any suit or arbitration, we shall be entitled to an award of our reasonable attorneys’ fees and costs, in addition to, and not in limitation of, other available remedies. All forum fees and expenses in any arbitration, including, without limitation, the arbitrators’ fees, shall be advanced equally by you and Kentara; provided, however, that your failure to timely pay your portion of any arbitration fees shall entitle Kentara to a default award (if you are the respondent) or dismissal with prejudice (if you are the claimant).
The Service is controlled and operated from its facilities in the United States. Kentara makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable national, state, local or other laws, statutes, directives, rules, regulations, and all interpretations or orders of any government, administrative or regulatory authority or court, including but not limited to those related to export and import of software, technical information or services. You may not use the Service if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the United States.
14. General Terms
These are the official terms that supersede any other rules or terms.
Only the terms in this agreement apply.
These Terms of Service constitute the entire agreement between you and Kentara and supersede any prior written or oral agreement. Other than the Kentara Indemnitees (who are expressly included as named third-party beneficiaries of the Terms of Service), there are no third-party beneficiaries to the Terms of Service.
You also understand and agree that any action or inaction by Kentara or any of Kentara Indemnitees to prevent, restrict, redress or regulate content, or to implement other enforcement measures against any content, conduct or potential Terms of Service violation is undertaken voluntarily and in good faith, and you expressly agree that neither Kentara nor any Kentara Indemnitees shall be liable to you or anyone else for any action or inaction to prevent, restrict, redress, or regulate content, or to implement other enforcement measures against any content, conduct or potential violation of the Terms of Service.
Although Kentara Indemnitees may moderate content, conduct and Terms of Service compliance related to the Services at Kentara's discretion, Kentara Indemnitees have no authority to make binding commitments, promises or representations to anyone that they or anyone else on behalf of Kentara will "take care" of any alleged problem or complaint, or that they or anyone else on behalf of Kentara will otherwise stop, cure or prevent any problem, content, conduct or purported Terms of Service violation from occurring or recurring.
Accordingly, you further agree that any representation (written or verbal) by any Kentara Indemnitees (or by anyone else acting on behalf of Kentara or by anyone purportedly acting on behalf of Kentara) that Kentara (including but not limited to any Kentara Indemnitees, anyone else acting on behalf of Kentara, or anyone purportedly acting on behalf of Kentara) would or would not prevent, restrict, redress or regulate content (including, without limitation, screen, block, moderate, review, remove, terminate, delete, edit or otherwise stop, cure or exclude any content), or to implement other enforcement measures against any content, conduct or potential or purported Terms of Service violation is superseded by this provision and is nonbinding and unenforceable. Specifically, you agree that Kentara, Kentara Indemnitees and anyone else authorized to act on behalf of Kentara shall in no circumstance be liable as a result of any representation that Kentara, Kentara Indemnitees or anyone else on behalf of Kentara would or would not restrict or redress any content, conduct or potential or purported Terms of Service violation. This paragraph may not be modified, waived or released except by a written agreement, dated and signed by Kentara's Chief Executive Officer and dated and signed by the individual or entity to whom or which the modification, waiver or release is granted.
The waiver by Kentara of a default or breach of any provision of the Terms of Service shall not operate or be construed as a waiver of any subsequent default or breach of the same or of a different provision. No waiver or modification of the Terms of Service or of any covenant, condition, or limitation contained in the Terms of Service shall be valid unless in writing and duly executed by Kentara. Failure of Kentara to insist upon strict compliance with any of the terms, covenants or conditions in the Terms of Service shall not be deemed a waiver of such terms, covenants and conditions.
These Terms of Service, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Kentara without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
By accepting these Terms of Service, you acknowledge, and we affirm, that it is the intent of both us and you that the provisions contained in this Terms of Service should be enforced. Therefore, if any provision or paragraph of this Terms of Service is held unenforceable or invalid by a court or arbitrator of competent jurisdiction, the remaining provisions shall continue to be valid and enforceable as though the invalid provision(s) were not a part thereof.
You acknowledge and agree that any violation or breach of the Terms of Service may cause Kentara immediate and irreparable harm and damages; consequently, notwithstanding any other provision of the Terms of Service or other applicable legal requirements, Kentara has the right to, and may in its discretion, immediately obtain preliminary injunctive relief (including, without limitation, temporary restraining orders) and seek permanent injunctive relief regarding any violation or breach of the Terms of Service. In addition to any and all other remedies available to Kentara in law or in equity, Kentara may seek specific performance of any term in the Terms of Service, including but not limited to by preliminary or permanent injunction. You agree that the state and federal courts located in the Commonwealth of Virginia shall have exclusive jurisdiction of any request by Kentara for injunctive relief, and you irrevocably agree to submit to the jurisdiction of such courts for such purpose.