1.3 By accepting this Agreement and/or using the Website, You agree to abide by NKI’s policies, procedures and guidelines as may be posted on the Website or otherwise made available to you by NKI.
1.4 NKI reserves the right, in its sole discretion, to change, modify, add or remove any or all of the terms and conditions of this Agreement and any of its policies, procedures and guidelines at any time without any further notice to You. It is Your responsibility to review the Website and Agreement periodically for changes, and your continued use of the Website shall be deemed to be Your acceptance of these changes, modifications, additions or removals.
2.1 NKI’s Website sets out NKI’s services and products, provides company information, and provides links to third-party sites for further information about other related topics (collectively, the “Services”).
2.2 Prices for the Services are subject to change without notice. NKI reserves the right at any time to modify or discontinue any Services without notice, and NKI shall not be liable for any such modification, price change, suspension or discontinuance of the Services.
2.3 Certain products or Services may be available exclusively online through the Website and/or may have limited availability. NKI reserves the right, but is not obligated to limit the sales or promotional offers of any products or Services to any person, geographic region or jurisdiction.
2.4 NKI may provide You with access to third-party tools, including but not limited to billing, payment, or booking tools or platforms, that NKI does not monitor and over which NKI does not have any control. You acknowledge and agree that NKI provides access to such tools “as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. Any use of such third-party tools is entirely at Your own risk and discretion. NKI shall have no liability whatsoever arising from or relating to Your use of optional third-party tools.
2.6 NKI is not liable to You or to any third party, for any loss or damage, or any claims, demands, or actions, howsoever arising either directly or indirectly from the Services or use of the Website.
3. User Warranties and Covenants
3.1 You must be at least the age of majority in your jurisdiction of residence to use the Website. By using the Website and agreeing to the terms herein you warrant and represent to NKI that you are at least the age of majority in your jurisdiction of residence.
3.2 As a User of the Services and/or Website, You agree that any content or information You provide is accurate, current and complete, and You further represent and warrant that You will abide by any and all applicable laws and regulations in relation to Your use of the Website and the Services and in relation to any content that provide to NKI or to any third party.
3.4 You agree that You will:
(a) maintain and update your account information, including Personal Information, so as to ensure all Your information provided on the Website and to NKI is current, accurate and complete;
(b) keep confidential Your passwords and account information, if any, and assume responsibility for all activities that occur under Your password or account; and
(c) agree to immediately notify NKI of any unauthorized use of Your account or change to your account information.
4. Ownership and License
4.1 Copyright 2019 NKI Technologies, LLC. All Rights Reserved.
4.2 Subject to the express provisions of this Agreement:
(a) NKI, together with its licensors, exclusively owns and controls all the copyright and other intellectual property rights in the Website and the Services, including without limitation all trademarks, trade names, copyrights, official marks, logos, and any other symbols of NKI; and
(b) NKI reserves the copyright and other intellectual property rights in the Website and the Services.
4.3 NKI reserves the right to restrict access to the Website, to any User, at NKI’s discretion.
4.4 Upon Your agreement with the terms and conditions of this Agreement and/or Your use of the Website, NKI grants You a limited, revocable, non-royalty, non-exclusive and non-transferable license to access this Website for Your own use. This Agreement does not grant You any other right or license, whether express or implied, by estoppel or otherwise in or under any patent, trademark, copyright, or other intellectual property or proprietary right in NKI or any third party. NKI may terminate this license at any time for any reason whatsoever.
4.5 Under this Agreement You shall not in any way use, copy, reproduce, modify, download, upload, transfer, redistribute, broadcast, display, post, print, access, view, decompile or reverse engineer any of the contents of this Website except as expressly provided for by this Agreement. This provision shall survive this Agreement.
4.6 NKI reserves the right, but is not obligated, to modify, correct, add or remove any portion of the contents of this Website, in its sole discretion at any time, without notice or compensation to You.
5.1 The Website may contain advertisements or links to other third-party websites and content which are not owned or controlled by NKI, and NKI makes no representations or warranties as to the completeness, accuracy or authenticity of any content, data, or information on any such advertisement or third-party website. Any access to any advertised services or products, or to any third-party website linked through this Website or at all is at Your own risk and cost.
5.2 NKI shall not have any responsibility for the content on this Website or any transaction You may have with any third party. YOU MUST BE CAREFUL in any User or third-party transaction, and consider due diligence and obtaining independent legal advice regarding such transaction. You should be aware of and have the full responsibility for any applicable federal, provincial or municipal laws, regulations or policies that may apply to any third-party transaction. Nothing in this Agreement shall create or be deemed to create an agency, partnership, joint venture, employment, or franchise relationship between NKI and You or any third party.
5.3 The contents of this Website are provided on an “as is” or “as available” basis. NKI makes no warranties, guarantees, representations or endorsements, neither express nor implied, whatsoever, including without limitation warranties of accuracy, completeness, reliability, non-infringement of any property rights, merchantability or fitness for a particular purpose. NKI does not warrant that the quality of any products, Services, information or other material purchased or obtained by You will meet Your expectations, or that any errors in the Services will be corrected. Further, NKI does not warrant or make any representation concerning any results or consequences from any use of the contents of this Website, or any other websites linked to this Website. NKI does not warrant or guarantee that the contents of this Website or any other website linked to this Website will be free of infection, viruses, worms, or any other manifestation in code or content which may contain destructive or harmful properties. Any inclusion in this Website of any link to another website is not a warranty or endorsement of that other website, which You use at Your own risk.
6. Indemnity and Limitation of Liability
6.1 In consideration for the use of the Website and the Services, and on behalf of Yourself, your heirs, executors, successors, assigns, and whomever may have or acquire any interest in any claim arising from the use of the Website or the Services, including but not limited to any minors (all of which are You for the purposes of this article 6), You agree to indemnify and hold harmless NKI and its officers, directors, employees, agents, assigns, suppliers, affiliates and subsidiaries (all of which are NKI for the purposes of this sub-article) from any loss, damage, or expense, and any and all third party claims, demands, or actions, howsoever arising, including without limitation from Your use of the Website or Your breach of this Agreement, including those claims, demands or actions arising out of contract, tort, negligence, strict liability, or willful harm, or crimes by You, Your employees, contractors or agents.
6.2 In no event will NKI be liable for any damages or losses of any nature, type or kind (even where reasonably foreseen by NKI), including without limitation any damages for loss or interruption of profits, business, or information, arising out of any use, misuse, or inability to use this Website, the Services, the contents of this Website, or any third party website linked to this Website, or for the interruption, suspension, or termination of access to or the modification or alteration of this Website, the Services, the contents of this Website, or any third party website or link. Notwithstanding the foregoing, should NKI be found liable to You for any reason, including without limitation in tort, negligence, contract, or strict liability, such liability of NKI shall be limited to the amount of the total fees paid to NKI by You during the 3-month period immediately prior to such liability becoming due.
7.1 The term of this Agreement shall commence upon Your acceptance of this Agreement and/or use of the Website.
7.2 This Agreement shall immediately and automatically terminate without further notice or any other action upon:
(a) Your breach of any term or condition of this Agreement;
(b) the receipt of a notice requesting or informing of termination, at any time by either party given to the other party.
7.3 You agree that at any time and for any reason NKI, in its sole discretion, has the right (but not the obligation) to deactivate Your account, if any, block Your email or IP address, or otherwise terminate Your access to or use of the Website, immediately and without notice, for any reason, including, without limitation, if NKI believes that You have acted inconsistently with this Agreement, whether literally or in spirit. Further, You agree that NKI shall not be liable to You or any third party for any termination of Your access to any element of this Website.
7.4 Upon termination of this Agreement, You must immediately cease any and all use of the Website and Services, including without limitation any viewing, printing, storing or downloading, and destroy all information, data, files, or any other contents downloaded, printed or otherwise obtained from this Website.
8.1 You shall not assign or transfer any interest or obligation under this Agreement, to any third party without the prior written consent of NKI at its sole discretion, and any permitted assign or transfer shall not relieve You of any obligations under this Agreement. You shall ensure that any of Your assigns and successors comply with the terms and conditions of this Agreement.
8.2 NKI may, in its sole discretion, assign or otherwise transfer any or all of its rights and obligations in and under this Agreement, and shall be released from the terms and conditions of this Agreement upon such assignment or transfer.
9.1 Except as explicitly stated otherwise, all notices and communications shall be served on the parties to this Agreement as follows:
(a) To NKI: to the email address: email@example.com ; and
(b) To You: to the email address or the mailing address You provide to NKI.
9.2 Notice shall be deemed given 12 hours after email is sent or five days after the date of mailing of such notice.
10.1 The warranties, covenants and obligations contained in this Agreement shall survive this Agreement.
10.2 This Agreement shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, receivers, trustees, successors and permitted assigns.
10.3 No previous waiver, failure, or delay to exercise any right, provision or entitlement under this Agreement shall be deemed to constitute a waiver or to affect either party’s right to strict performance of other or future obligations under this Agreement.
10.4 This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof, and supersedes any other prior statements, representations, discussions, negotiations or agreements between the parties, whether written or oral.
10.5 This Agreement and all rights and obligations hereunder shall be governed by the laws, rules and regulations of Commonwealth of Pennsylvania and the parties attorn to such forum. All communications, transmissions and transactions associated with the Website and the provision of the Services are deemed to have occurred in Ontario.
10.6 In the event that any provision contained in this Agreement is found to be invalid or unenforceable by any competent authority with jurisdiction over the matter, that provision shall to that extent be severed from the remaining terms and conditions of this Agreement which shall continue to be valid and enforceable to the fullest extent as permitted by law.
Last Updated: September 29, 2019