Terms of Service
Akida Holdings LLC
PLEASE READ THIS DOCUMENT CAREFULLY BEFORE YOU USE OUR SITE. BY USING THE WEBSITE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH BELOW. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS, PLEASE DO NOT USE OUR SITE.
- 1. Your Agreement. These Terms govern your use of the Website. Please read these Terms carefully as they impose legal obligations on you and us. By using the Website you consent to these Terms. In addition, for certain activities on the Site, we may further confirm your consent by asking you to click an "I accept" button.
- 2. Obtaining a Password; Use of Your Password. We may make certain areas of our Site accessible only to users that have a user ID and password. If we do so, and if you obtain a user ID and password, please keep in mind that we will treat anyone who uses your user ID and password as "you." We will provide this user with all of the rights and privileges that we provide to you, and we will hold you responsible for user activities associated with your user ID and password. We therefore recommend that you maintain your user ID and password in confidence, and that you refrain from disclosing this information to anyone who might "pretend" to be you with respect to your use of our Website. We also recommend that you notify us immediately if you suspect that someone is using your user ID and password in this manner.
- 4. Grant of Rights.
- 4.1 Grant of Rights to All Users. Based on your agreement to comply with these Terms, we grant you the right to access and use all publicly available portions of our Website, Website Content and Website Services and, if expressly authorized, password-protected areas of our Website, Website Content and Website Services in order to: (i) learn more about Akida and the products and services that we offer; (ii) contribute information to us through our Website; (iii) register products you have purchased from us or one of our Authorized Distributors; (iv) download and print pages from our Website onto one (1) computer hard drive; and (v) access other information that we make available through our Website (collectively, the "General Permitted Purposes"). You acknowledge and agree that the Website, Website Content and Website Services are made available solely for your personal, non-commercial use, and that the General Permitted Purposes allow only personal, non-commercial use. Any other use of the Website, Website Content and Website Services is strictly prohibited.
- 4.2 Limited Grant of Rights to Authorized Akida Distributors. Based on your continued compliance with these Terms and any other agreements we may have with you, we grant Authorized Akida Distributors the right to access and use content available on password-protected areas of our Website dedicated to Authorized Akida Distributors such as images, specification sheets and Akida Trademark Assets, but only for the purpose of sales and marketing efforts related to products and services offered by Akida, as provided in our agreement(s) with you.
- 5. Akida Ownership; Reservation of Rights. All information, software, artwork, Akida Trademark Assets, text, video, audio, pictures, logos, and other content on the Website or embodied in our products and services, including all associated intellectual property rights (collectively, the "Website Content"), is the property of Akida and its licensors, or is used under principles of fair use. Akida retains all rights with respect to the Website, Website Content and Website Services except those expressly granted to you in Section 4 (Grant of Rights to You). The term "Website Content" expressly excludes Submitted Content.
- 6.1 Grant of Rights in Submitted Content. By providing Submitted Content, you authorize us to copy, modify, display, distribute, perform, use and otherwise exploit the Submitted Content in any manner, without compensation to you and for so long as we deem warranted (collectively, the "Use Rights"). In addition, you authorize us to grant any third party some or all of the Use Rights. By way of example, and not limitation, the Use Rights include the right for us to publish Submitted Content on our Website in whole or in part, and whether cropped, adopted, altered or otherwise manipulated, for as long as we choose.
- 6.2 Requisite Permission for Providing Submitted Content. By providing Submitted Content, you represent and warrant that you own such Submitted Content (including any copyright and other intellectual property rights therein), or that you have obtained sufficient authority and right to the Submitted Content in order to provide the Use Rights. For example, by emailing us a testimonial of your experience with our products along with a photo of that experience, you represent and warrant to us that you have obtained the necessary permission from anyone appearing in the photograph to grant us Use Rights in the photograph.
- 6.3 Submitted Content Containing Personal Information. If you provide Submitted Content to the Website, by way of electronic mail or otherwise, we will treat such Submitted Content as non-confidential and non-proprietary to you. Submitted Content that you provide to us for posting on the Website or post directly on our Site may, once posted, be publicly available to anyone accessing our Website. Although we may review Submitted Content prior to using it, we make no representations or warranties regarding any Submitted Content or our review of such Submitted Content. In addition, any Personal Information that is included in Submitted Content will be treated as public Submitted Content and is expressly excluded from the definition of "Personal Information." For example, you may include your name, mailing address, and email address in a product review. This information will be publicly available, and will no longer qualify as Personal Information. As such, please use discretion when including Personal Information and other details in Submitted Content you provide to us.
- 7. Code of Conduct; Revocation or Suspension of Use Privileges. By using our Website, you agree to comply with these Terms, and to follow our Code of Conduct, which is set out below. Under this Code, you shall not:
- 7.1 Use the Website in a manner that could disable, overburden or impair the Site or interfere with any other parties' use and enjoyment of the Site.
- 7.2 Seek to obtain access to material or information that we have not intentionally made available to you on the Website through "hacking," "scraping," or other means.
- 7.3 Submit material that is intentionally false, defamatory, threatening or unlawfully harassing.
- 7.4 Transmit material through the Site that you know or should know contains viruses, Trojan horses, worms, time bombs, cancelbots, or other computer-programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or Personal Information.
- 9. Disclaimer of Endorsements; Information Accuracy. The information made available through the Website (including, but not limited to Submitted Content provided by other users), Website Services and Website Content is made without any endorsement of any kind by Akida. In addition, while we may review information before it is posted on our Website, we do not undertake to validate the accuracy and timeliness of this information.
- 10. Website Terms of Purchase. Any purchases you make through our Website are governed by our Terms of Sale, which can be found at [HK: insert URL for Terms of Sale].
- 11. Warranty Disclaimer. Our Website provides two broad forms of fall within two broad categories: (1) goods and services that you may order from our Site, by completing an order form and paying requisite fees ("Ordered Goods and Services"); and (2) services, information, and other benefits you are able to obtain simply by visiting our Site, and without the need to complete an order form and pay us fees (collectively, "Website Services"). This Section 11 (Warranty Disclaimer) applies only to our Website Services. Our Terms of Sale, which can be found at [HK: insert URL for Terms of Sale], cover warranties and warranty disclaimers for Ordered Goods and Services.
We do not promise that the Website, Website Services or Website Content will be error-free, uninterrupted, or without inaccuracies. The Website, Website Services and Website Content, are all provided on an "AS IS" and "AS AVAILABLE" basis. We do not represent or warrant that the Website, Website Services, Website Content, or files you download from the Site will be free of viruses, inaccuracies, or other harmful features. TO THE EXTENT PERMITTED BY APPLICABLE LAW, AKIDA DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. YOU EXPRESSLY AGREE THAT USE OF THE WEBSITE, WEBSITE CONTENT, AND WEBSITE SERVICES IS AT YOUR SOLE RISK.
- 12. Limitation of Liability. UNDER NO CIRCUMSTANCES INCLUDING, BUT NOT LIMITED TO BREACH OF CONTRACT, TORT, OR NEGLIGENCE, WILL AKIDA BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) THAT ARISE OUT OF, OR ARE RELATED TO, YOUR USE OF THE WEBSITE, WEBSITE CONTENT OR WEBSITE SERVICES. IN NO EVENT SHALL AKIDA'S AGGREGATE LIABILITY TO YOU FOR ANY LOSS, DAMAGE OR CLAIM RELATED TO OR ARISING OUT OF THE WEBSITE, WEBSITE CONTENT OR WEBSITE SERVICES RECEIVED FROM AKIDA EXCEED U.S. $250.00.
- 13. Indemnity. You agree to defend, indemnify, and hold Akida and its subsidiaries, affiliates, officers, directors, agents and employees harmless from any liability to third parties, including reasonable attorneys' fees, arising from or related to your breach of these Terms or a claim that Submitted Content or other material that you provide to us violates rights held by a third party.
- 14. Contact for Alleged Copyright Infringement. We respect the intellectual property rights of others and require that our users do the same. If you believe that any content available on our Site or any other activity taking place on the Site constitutes infringement of a work protected by copyright law, please notify our agent, designated under the Digital Millennium Copyright Act (17 U.S.C. § 512) (the "DMCA") to respond to such concerns, as follows:
Your notice must comply with the DMCA. Upon receipt of a proper notice, we will respond and proceed in accordance with the DMCA.
- 15. Additional Terms for Certain Services. We may offer certain products, services and memberships on our Website that are subject to additional or different terms and conditions. We will notify you if the service you are using on the Website is subject to terms and conditions that differ from these Terms, and you may decline to participate in such services if you do not agree with the differing terms and conditions.
- 17. Modifications to These Terms. If we modify these Terms, then such modifications shall take effect proactively, upon your subsequent access to the Website. You may print out a copy of these Terms for your records.
- 18. Assignment. These Terms shall not be assignable by you, either in whole or in part. We reserve the right to assign the rights and obligations under these Terms for any reason and in our sole discretion.
- 19. Definitions.
- 19.3 Akida Trademark Assets. The term "Akida Trademark Assets" means those brand names, trademarks, service marks, and other indicators related to Akida and its products and services, and that Akida may make available to Authorized Akida Distributors via password-protected portions of the Site.
- 19.4 Website Content. The term "Website Content" has the meaning set out in Section 5 (Akida Ownership; Reservation of Rights).
- 20. General. These Terms shall be governed in all respects by the laws of the State of Florida, without giving effect to its conflicts of law provisions. Both parties submit to the personal jurisdiction of and venue in, the state and federal courts sitting in the judicial district that includes Jacksonville, Florida. The parties further agree that any cause of action arising under these Terms shall exclusively be brought in such courts. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Headings are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. These Terms and the terms and conditions contained herein set forth the entire understanding and agreement between you and us with respect to the subject matter hereof and supersede any prior or contemporaneous understanding, whether written or oral.
- 21. Claims Against Other Users. You agree that in the event that you have any right, claim or action against visitors or other users of our Website arising out of that person's use of the Website, then you will pursue such right, claim or action independently of and without recourse to us.
- 22. Translations. These Terms may be translated into languages other than English (collectively, "Translations"). Any communications sent by us to you shall be sent in English. Dispute resolution procedures arising out of either these Terms or the Translations shall be conducted in English, and the English version of these Terms shall control over the Translations.
- 23. Survival. The following provisions shall survive the termination of these Terms and shall apply indefinitely:
Section 5 (Akida Ownership; Reservation of Rights)
Section 6 (Submitted Content)
Section 9 (Disclaimer of Endorsements; Information Accuracy)
Section 10 (Warranty Disclaimer)
Section 12 (Limitation of Liability)
Section 13 (Indemnity)
Section 20 (General)
Section 23 (Survival)
- 24. Contact Us. We welcome your feedback or suggestions. Please contact us at:
Please refer to Section 14 (Contact for Alleged Copyright Infringement) above if you wish to contact our DMCA agent about matters related to possible copyright infringement.
Effective Date: ____________, 2013.