1. OVERVIEW
This Universal Terms of Service Agreement is entered into by and between KOR Innovations Inc. and you, and is made effective as of the date of your use of this website (“Site”) or the date of electronic acceptance. This Agreement sets forth the general terms and conditions of your use of the Site and the products and services purchased or accessed through this Site (individually and collectively, the “Services”), and is in addition to (not in lieu of) any specific terms and conditions that apply to the particular Services. Whether you are simply browsing or using this Site or purchase Services, your use of this Site and your electronic acceptance of this Agreement signifies that you have read, understand, acknowledge and agree to be bound by this Agreement, along with the Privacy Policy and any applicable service agreements. The terms “we”, “us” or “our” shall refer to KOR Innovations Inc. The terms “you”, “your”, “User” or “Client” shall refer to any individual or entity who accepts this Agreement, has access to your account or uses the Services. Nothing in this Agreement shall be deemed to confer any third-party rights or benefits. KOR Innovations Inc. may, in its sole and absolute discretion, change or modify this Agreement, and any policies or agreements which are incorporated herein, at any time, and such changes or modifications shall be effective immediately upon posting to this Site. Your use of this Site or the Services after such changes or modifications have been made shall constitute your acceptance of this Agreement as last revised. If you do not agree to be bound by this Agreement as last revised, do not use (or continue to use) this Site or the Services. In addition, KOR Innovations Inc. may occasionally notify you of changes or modifications to this Agreement by email. It is therefore very important that you keep your My Account (“Account”) information current. KOR Innovations Inc. assumes no liability or responsibility for your failure to receive an email notification if such failure results from an inaccurate email address.
2. ELIGIBILITY; AUTHORITY
This Site and the Services are available only to Users who can form legally binding contracts under applicable law. By using this Site or the Services, you represent and warrant that you are (i) at least eighteen (18) years of age, (ii) otherwise recognized as being able to form legally binding contracts under applicable law, and (iii) are not a person barred from purchasing or receiving the Services found under the laws of Canada, the United States or other applicable jurisdiction. If you are entering into this Agreement on behalf of a corporate entity, you represent and warrant that you have the legal authority to bind such corporate entity to the terms and conditions contained in this Agreement, in which case the terms “you”, “your”, “User” or “Client” shall refer to such corporate entity. If, after your electronic acceptance of this Agreement, KOR Innovations Inc. finds that you do not have the legal authority to bind such corporate entity, you will be personally responsible for the obligations contained in this Agreement, including, but not limited to, the payment obligations. KOR Innovations Inc. shall not be liable for any loss or damage resulting from KOR Innovations Inc. reliance on any instruction, notice, document or communication reasonably believed by KOR Innovations Inc. to be genuine and originating from an authorized representative of your corporate entity. If there is reasonable doubt about the authenticity of any such instruction, notice, document or communication, KOR Innovations Inc. reserves the right (but undertakes no duty) to require additional authentication from you. You further agree to be bound by the terms of this Agreement for transactions entered into by you, anyone acting as your agent and anyone who uses your account or the Services, whether or not authorized by you.
3. AVAILABILITY OF WEBSITE/SERVICES
Subject to the terms and conditions of this Agreement and our other policies and procedures, we shall use commercially reasonable efforts to attempt to provide this Site and the Services on a twenty-four (24) hours a day, seven (7) days a week basis. You acknowledge and agree that from time to time this Site may be inaccessible or inoperable for any reason including, but not limited to, equipment malfunctions; periodic maintenance, repairs or replacements that we undertake from time to time; or causes beyond our reasonable control or that are not reasonably foreseeable including, but not limited to, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures. You acknowledge and agree that we have no control over the availability of this Site or the Service on a continuous or uninterrupted basis, and that we assume no liability to you or any other party with regard thereto.
4. GENERAL RULES OF CONDUCT
You acknowledge and agree that:
1. Your use of this Site and the Services , including any content you submit, will comply with this Agreement and all applicable local, state, national and international laws, rules and regulations.
2. You will not collect or harvest (or permit anyone else to collect or harvest) any User Content (as defined below) or any non-public or personally identifiable information about another User or any other person or entity without their express prior written consent.
3. You will not use this Site or the Services in a manner (as determined by KOR Innovations Inc. in its sole and absolute discretion) that:
◦ Is illegal, or promotes or encourages illegal activity;
◦ Promotes, encourages or engages in child pornography or the exploitation of children;
◦ Promotes, encourages or engages in terrorism, violence against people, animals, or property;
◦ Promotes, encourages or engages in any spam or other unsolicited bulk email, or computer or network hacking or cracking;
◦ Violates the Ryan Haight Online Pharmacy Consumer Protection Act of 2008 or similar legislation, or promotes, encourages or engages in the sale or distribution of prescription medication without a valid prescription;
◦ Infringes on the intellectual property rights of another User or any other person or entity;
◦ Violates the privacy or publicity rights of another User or any other person or entity, or breaches any duty of confidentiality that you owe to another User or any other person or entity;
◦ Interferes with the operation of this Site or the Services found at this Site;
◦ Contains or installs any viruses, worms, bugs, Trojan horses or other code, files or programs designed to, or capable of, disrupting, damaging or limiting the functionality of any software or hardware; or
◦ Contains false or deceptive language, or unsubstantiated or comparative claims, regarding KOR Innovations Inc. or KOR Innovations Inc. Services.
4. You will not copy or distribute in any medium any part of this Site or the Services , except where expressly authorized by KOR Innovations Inc.
5. You will not modify or alter any part of this Site or the Services found at this Site or any of its related technologies.
6. You will not access KOR Innovations Inc. Content (as defined below) or User Content through any technology or means other than through this Site itself, or as KOR Innovations Inc. may designate.
7. You will not re-sell for a commercial purpose, any of KOR Innovations Inc. technologies, without KOR Innovations Inc. express prior written consent.
8. You agree to provide government-issued photo identification and/or government-issued business identification as required for verification of identity when requested.
9. You are aware that KOR Innovations Inc. may from time-to-time call you about your account, and that, for the purposes of any and all such call(s), you do not have any reasonable expectation of privacy during those calls; indeed you hereby consent to allow KOR Innovations Inc., in its sole discretion, to record the entirety of such calls regardless of whether KOR Innovations Inc. asks you on any particular call for consent to record such call. You further acknowledge and agree that, to the extent permitted by applicable law, any such recording(s) may be submitted as evidence in any legal proceeding in which KOR Innovations Inc. is a party.
KOR Innovations Inc. reserves the right to modify, change, or discontinue any aspect of this Site or the Services, including without limitation prices and fees for the same, at any time.
5. YOUR USE OF KOR INNOVATIONS INC. CONTENT AND USER CONTENT
In addition to the general rules above, the provisions in this Section apply specifically to your use of KOR Innovations Inc. Content and User Content posted to KOR Innovations Inc. corporate websites (i.e., those sites which KOR Innovations Inc. directly controls or maintains). The applicable provisions are not intended to and do not have the effect of transferring any ownership or licensed rights including intellectual property rights.
KOR INNOVATIONS INC. CONTENT. Except for User Content, the content on this Site and the Services , including without limitation the text, software, scripts, source code, API, graphics, photos, sounds, music, videos and interactive features and the trademarks, service marks and logos contained therein (“KOR Innovations Inc. Content”), are owned by or licensed to KOR Innovations Inc. in perpetuity, and are subject to copyright, trademark, and/or patent protection in Canada, the United States and foreign countries, and other intellectual property rights under Canadian, United States and foreign laws. KOR Innovations Inc. Content is provided to you “as is”, “as available” and “with all faults” for your information and personal, non-commercial use only and may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any purposes whatsoever without the express prior written consent of KOR Innovations Inc. No right or license under any copyright, trademark, patent, or other proprietary right or license is granted by this Agreement. KOR Innovations Inc. reserves all rights not expressly granted in and to the KOR Innovations Inc. Content, this Site and the Services, and this Agreement do not transfer ownership of any of these rights.
USER CONTENT. Some of the features of this Site or the Services may allow Users to view, post, publish, share, store, or manage (a) ideas, opinions, recommendations, or advice (“User Submissions”), or (b) literary, artistic, musical, or other content, including but not limited to photos and videos (together with User Submissions, “User Content”). User Content includes all content submitted through your Account. By posting or publishing User Content to this Site or to the Services, you represent and warrant to KOR Innovations Inc. that (i) you have all necessary rights to distribute User Content via this Site or via the Services, either because you are the author of the User Content and have the right to distribute the same, or because you have the appropriate distribution rights, licenses, consents, and/or permissions to use, in writing, from the copyright or other owner of the User Content, and (ii) the User Content does not violate the rights of any third party.
SECURITY. You agree not to circumvent, disable or otherwise interfere with the security-related features of this Site or the Services found at this Site (including without limitation those features that prevent or restrict use or copying of any KOR Innovations Inc. Content or User Content) or enforce limitations on the use of this Site or the Services found at this Site, the KOR Innovations Inc. Content or the User Content therein.
6. KOR INNOVATIONS INC. USE OF USER CONTENT
The provisions in this Section apply specifically to KOR Innovations Inc. use of User Content posted to KOR Innovations Inc. corporate websites (i.e., those sites which KOR Innovations Inc. directly controls or maintains). The applicable provisions are not intended to and do not have the effect of transferring any ownership or licensed rights, including intellectual property rights. GENERALLY. You shall be solely responsible for any and all of your User Content or User Content that is submitted through your Account, and the consequences of, and requirements for, distributing it. WITH RESPECT TO USER SUBMISSIONS. You acknowledge and agree that:
1. Your User Submissions are entirely voluntary.
2. Your User Submissions do not establish a confidential relationship or obligate KOR Innovations Inc. to treat your User Submissions as confidential or secret.
3. KOR Innovations Inc. has no obligation, either express or implied, to develop or use your User Submissions, and no compensation is due to you or to anyone else for any intentional or unintentional use of your User Submissions.
4. KOR Innovations Inc. may be working on the same or similar content, it may already know of such content from other sources, it may simply wish to develop this (or similar) content on its own, or it may have taken / will take some other action.
KOR Innovations Inc. shall own exclusive rights (including all intellectual property and other proprietary rights) to any User Submissions posted to this Site, and shall be entitled to the unrestricted use and dissemination of any User Submissions posted to this Site for any purpose, commercial or otherwise, without acknowledgment or compensation to you or to anyone else.
WITH RESPECT TO USER CONTENT (OTHER THAN USER SUBMISSIONS).
If you have other content hosted by KOR Innovations Inc., you shall retain all of your ownership or licensed rights in User Content. By posting or publishing User Content through the Services, you authorize KOR Innovations Inc. to use the intellectual property and other proprietary rights in and to your User Content to enable inclusion and use of the User Content in the manner contemplated by this Site and this Agreement. You hereby grant KOR Innovations Inc. a worldwide, non-exclusive, royalty-free, sub-licensable (through multiple tiers), and transferable license to use, reproduce, distribute, prepare derivative works of, combine with other works, display, and perform your User Content in connection with this Site, the Services and KOR Innovations Inc. (and KOR Innovations Inc. affiliates’) business(es), including without limitation for promoting and redistributing all or part of this Site in any media formats and through any media channels without restrictions of any kind and without payment or other consideration of any kind, or permission or notification, to you or any third party. You also hereby grant each User of this Site a non-exclusive license to access your User Content (with the exception of User Content that you designate “private” or “password protected”) through this Site, and to use, reproduce, distribute, prepare derivative works of, combine with other works, display, and perform your User Content as permitted through the functionality of this Site and under this Agreement. The above licenses granted by you in your User Content terminate within a commercially reasonable time after you remove or delete your User Content from this Site. You understand and agree, however, that KOR Innovations Inc. may retain (but not distribute, display, or perform) server copies of your User Content that have been removed or deleted. The above licenses granted by you in your User Content are perpetual and irrevocable. Notwithstanding anything to the contrary contained herein, KOR Innovations Inc. shall not use any User Content that has been designated “private” or “password protected” by you for the purpose of promoting this Site or KOR Innovations Inc. (or KOR Innovations Inc. affiliates’) business(es).
7. ADDITIONAL RESERVATION OF RIGHTS
KOR Innovations Inc. expressly reserves the right to deny, cancel, terminate, suspend, lock, or modify access to (or control of) any Account or Services for any reason (as determined by KOR Innovations Inc. in its sole and absolute discretion), including but not limited to the following: (i) to correct mistakes made by KOR Innovations Inc. in offering or delivering any Services, (ii) to assist with our fraud and abuse detection and prevention efforts, (iii) to comply with court orders against you and applicable local, state, national and international laws, rules and regulations, (iv) to comply with requests of law enforcement, including subpoena requests, (v) to comply with any dispute resolution process, (vi) to defend any legal action or threatened legal action without consideration for whether such legal action or threatened legal action is eventually determined to be with or without merit, or (vii) to avoid any civil or criminal liability on the part of KOR Innovations Inc., its officers, directors, employees and agents, as well as KOR Innovations Inc. affiliates, including, but not limited to, instances where you have sued or threatened to sue KOR Innovations Inc.
KOR Innovations Inc. expressly reserves the right to terminate, without notice to you, any and all Services where, in KOR Innovations Inc. sole discretion, you are harassing or threatening KOR Innovations Inc. and/or any of KOR Innovations Inc. employees.
8. LINKS TO THIRD-PARTY WEBSITES
This Site and the Services found at this Site may contain links to third-party websites that are not owned or controlled by KOR Innovations Inc. KOR Innovations Inc. assumes no responsibility for the content, terms and conditions, privacy policies, or practices of any third-party websites. In addition, KOR Innovations Inc. does not censor or edit the content of any third-party websites. By using this Site or the Services found at this Site, you expressly release KOR Innovations Inc. from any and all liability arising from your use of any third-party website. Accordingly, KOR Innovations Inc. encourages you to be aware when you leave this Site or the Services found at this Site and to review the terms and conditions, privacy policies, and other governing documents of each other website that you may visit.
9. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES
YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THIS SITE AND THE SERVICES FOUND AT THIS SITE SHALL BE AT YOUR OWN RISK AND THAT THIS SITE AND THE SERVICES FOUND AT THIS SITE ARE PROVIDED “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS”. KOR INNOVATIONS INC., ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ALL THIRD PARTY SERVICE PROVIDERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. KOR INNOVATIONS INC., ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT (I) THE ACCURACY, COMPLETENESS, OR CONTENT OF THIS SITE, (II) THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, AND/OR (III) THE SERVICES FOUND AT THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, AND KOR INNOVATIONS INC. ASSUMES NO LIABILITY OR RESPONSIBILITY FOR THE SAME. IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY KOR INNOVATIONS INC., ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS (INCLUDING WITHOUT LIMITATION IT’S CUSTOMER SERVICE REPRESENTATIVES), AND THIRD PARTY SERVICE PROVIDERS WILL (I) CONSTITUTE LEGAL OR FINANCIAL ADVICE OR (II) CREATE A WARRANTY OF ANY KIND WITH RESPECT TO THIS SITE OR THE SERVICES FOUND AT THIS SITE, AND USERS SHOULD NOT RELY ON ANY SUCH INFORMATION OR ADVICE. THE FOREGOING DISCLAIMER OF REPRESENTATIONS AND WARRANTIES SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR YOUR USE OF THIS SITE OR THE SERVICES FOUND AT THIS SITE.
10. LIMITATION OF LIABILITY
IN NO EVENT SHALL KOR INNOVATIONS INC., ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ALL THIRD PARTY SERVICE PROVIDERS, BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING ANY THAT MAY RESULT FROM (I) THE ACCURACY, COMPLETENESS, OR CONTENT OF THIS SITE, (II) THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, (III) THE SERVICES FOUND AT THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, (IV) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER, (V) THIRD-PARTY CONDUCT OF ANY NATURE WHATSOEVER, (VI) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL CONTENT, PERSONAL INFORMATION, FINANCIAL INFORMATION OR OTHER INFORMATION AND DATA STORED THEREIN, (VII) ANY INTERRUPTION OR CESSATION OF SERVICES TO OR FROM THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, (VIII) ANY VIRUSES, WORMS, BUGS, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR FROM THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, (IX) ANY USER CONTENT OR CONTENT THAT IS DEFAMATORY, HARASSING, ABUSIVE, HARMFUL TO MINORS OR ANY PROTECTED CLASS, PORNOGRAPHIC, “X-RATED”, OBSCENE OR OTHERWISE OBJECTIONABLE, AND/OR (X) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF THIS SITE OR THE SERVICES FOUND AT THIS SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT KOR INNOVATIONS INC. IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS SITE OR THE SERVICES FOUND AT THIS SITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED. IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT IN NO EVENT SHALL KOR INNOVATIONS INC. TOTAL AGGREGATE LIABILITY EXCEED THE TOTAL AMOUNT PAID BY YOU FOR THE PARTICULAR SERVICES THAT ARE THE SUBJECT OF THE CAUSE OF ACTION.
THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR YOUR USE OF THIS SITE OR THE SERVICES FOUND AT THIS SITE.
11. INDEMNITY
You agree to protect, defend, indemnify and hold harmless KOR Innovations Inc. and its officers, directors, employees, agents, and third party service providers from and against any and all claims, demands, costs, expenses, losses, liabilities and damages of every kind and nature (including, without limitation, reasonable attorneys’ fees) imposed upon or incurred by KOR Innovations Inc. directly or indirectly arising from (i) your use of and access to this Site or the Services found at this Site; (ii) your violation of any provision of this Agreement or the policies or agreements which are incorporated herein; and/or (iii) your violation of any third-party right, including without limitation any intellectual property or other proprietary right. The indemnification obligations under this section shall survive any termination or expiration of this Agreement or your use of this Site or the Services found at this Site
12. COMPLIANCE WITH LOCAL LAWS
KOR Innovations Inc. makes no representation or warranty that the content available on this Site or the Services found at this Site are appropriate in every country or jurisdiction, and access to this Site or the Services found at this Site from countries or jurisdictions where its content is illegal is prohibited. Users who choose to access this Site or the Services found at this Site are responsible for compliance with all local laws, rules and regulations.
13. TITLES AND HEADINGS; INDEPENDENT COVENANTS; SEVERABILITY
The titles and headings of this Agreement are for convenience and ease of reference only and shall not be utilized in any way to construe or interpret the agreement of the parties as otherwise set forth herein. Each covenant and agreement in this Agreement shall be construed for all purposes to be a separate and independent covenant or agreement. If a court of competent jurisdiction holds any provision (or portion of a provision) of this Agreement to be illegal, invalid, or otherwise unenforceable, the remaining provisions (or portions of provisions) of this Agreement shall not be affected thereby and shall be found to be valid and enforceable to the fullest extent permitted by law.
14. CONTACT INFORMATION
If you have any questions about this Agreement, please contact us.
Revised: 2/20/16