Welcome to KX Systems, Inc. Website – Your Guide to Terms of Use

These terms of use (the “Terms”) apply to your use of the website owned by KX Systems, Inc. (“KX”) and located at www.kx.com (“Website”). BY USING THE WEBSITE, YOU AGREE TO THESE TERMS. IF YOU DO NOT AGREE, DO NOT USE THE WEBSITE.

KX reserves the exclusive right, at any time and at its sole discretion, to change, modify, add or remove sections of these Terms. It is your responsibility to review these Terms periodically for changes.

KX also reserves the right to do any of the following, at any time, without notice:

(1) to modify, suspend or terminate operation of or access to the Website, or any portion of the Website, for any reason;

(2) to modify or change the Website, or any portion of the Website, and any applicable policies or terms; and

(3) to interrupt the operation of the Website, or any portion of the Website, as necessary to perform routine or non-routine maintenance, error correction, or other changes.

Any rights not expressly granted herein are reserved by KX.

Ownership of Content: All of the content and materials provided on the Website, including but not limited to information, documents, text, products, logos, graphics, photographs, sounds, images, videos, trademarks, interfaces, music, software, computer code, user interfaces, visual interfaces, and the design, arrangement, selection, expression, and overall “look and feel” of the Website (collectively, “Content”), is owned, controlled or licensed by or to KX, its affiliates or subsidiaries, or its third-party manufacturers, authors, developers and vendors (collectively, “Third-Party Providers”). Any unauthorized use of the Content may violate intellectual property and unfair competition laws, including but not limited to copyright, trademark, privacy, rights of publicity, and communications regulations. Except as expressly provided in these Terms or authorized pursuant to a formal agreement with KX, no part of the Content may be copied, reproduced, republished, distributed, downloaded, uploaded, posted, displayed, encoded, translated, or transmitted in any form or by any means without KX’s express prior written consent. Framing of the site or posting of Content on other websites is strictly prohibited. The word “KX”, “Kdb” and the “KX” logos, and other marks, logos and titles are registered and/or common law trade names, trademarks or service marks of KX.

Except where expressly provided otherwise by KX, nothing on this Website shall be construed to confer any license offer for license or sale under any of KX’s or any Third-Party Provider’s intellectual property rights, whether by estoppel, implication, or otherwise. You acknowledge sole responsibility for obtaining any such licenses. See Contact Us | KX if you have any questions about obtaining such licenses. Website materials provided by Third-Party Providers have not been independently reviewed, tested, certified, or authenticated in whole or in part by KX and as such, KX makes no warranty with respect to it.

Permitted Use of Materials: You may use informational materials for KX products and services that KX has specifically made available for downloading from the Website (such as data sheets, white papers, and similar materials) on the following conditions: (1) you may not modify the materials in any way; (2) you must maintain the copyright notices in the materials; and (3) the materials are used strictly for personal, non-commercial and informational purposes and will not be copied or posted on any networked computer, broadcast in any media, or used for commercial gain unless we agree otherwise.

Prohibited Activities: You will not:

(a) copy and retransmit, disseminate, broadcast, circulate, or otherwise distribute the Content on any other server, or modify or re-use all or part of the Content on this system or any other system;

(b) use any tradename, trademark, or brand name of KX in metatags, keywords and/or hidden text;

(c) copy, distribute, modify, transmit, perform, reuse, re-post, or otherwise display the Content, in whole or in part, for public or commercial purposes or modify, translate, alter or create any derivative works thereof;

(d) create derivative works from the Content or commercially exploit the Content, in whole or in part, in any way;

(e) use the Website, the Content, and/or any portion thereof, in any manner that may give a false or misleading impression, attribution or statement as to KX or any third party referenced therein;

(f) use the Content, and/or any services and products on the Website or accessible via the Website for unlawful purposes;

(g) alter, remove or obscure any copyright notice, digital watermarks, proprietary legends or any other notice included in the Content;

(h) disassemble, decompile, reverse compile or reverse engineer any part of the Website;

(i) use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website;

(j) use the Website or Content for any illegal, fraudulent, misleading or deceptive purposes;

(k) interfere with or damage the Website or Content, including without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information, or similar methods or technology;

(l) disrupt, overburden, or aid or assist in the disruption or overburdening of (x) any computer or server used to offer or support the Website; or (y) the enjoyment of the Website by any other person;

(m) upload any content to the Website that (i) infringes any patent, trademark, trade secret, copyright, right of publicity, or other right of any person or entity; or (ii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive or profane; or

(n) engage in any chain letters, contests, junk email, pyramid schemes, spamming, surveys, or other duplicative or unsolicited messages (commercial or otherwise).

Termination of Use: By using this Website, you agree that KX may at any time without notice, and in its sole discretion, revoke any rights granted to you in these Terms and/or terminate and block your then-current and/or future access to the Website or any part thereof including by blocking your IP address, for any reason, including if KX determines that you have violated these Terms or any other KX agreements or guidelines which may be associated with your use of the Website. If KX takes any legal action against you as a result of your violation of these Terms, KX will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to KX. You agree that KX will not be liable to you or to any third party for termination of your access to the Website as a result of any violation of these Terms. KX reserves the right to disclose information about you that it deems necessary to comply with any applicable laws, regulations, or legal requests. In the event of any investigation or complaint regarding your use of the Website, KX may disclose information about you. KX may also disclose identifying information about you in order to contact, identify or take action against someone injuring or interfering with the rights of KX, its customers, or other users of the Website.

Subscriptions to software and services: If you subscribe to any of our software licenses or services, you acknowledge and agree that in addition to these Terms, your access to and use of those licenses and/or services will be subject to the terms and conditions of the relevant license and/or services agreement we enter into with you (“License Agreement”). In the event of a conflict between these Terms and the License Agreement, the License Agreement will prevail.

Community Sites: Use of any of our community forum sites, shall be governed by KX Community Guidelines found here.

Links to Third-Party Sites: This Website may contain links to websites controlled by parties other than KX. KX is not responsible for and does not endorse or accept any responsibility for the contents or use of these third-party websites. KX is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by KX of the linked website, its owner, or the associated products and services. It is your responsibility to take precautions to ensure that whatever third-party content you use is free of viruses or other items of a destructive nature and your linking to any linked site or any other off-site page or other site is entirely at your own risk. KX encourages you to carefully read the policies of each site you visit.

Disclaimer: EXCEPT WHERE EXPRESSLY PROVIDED OTHERWISE BY KX, THE CONTENT ON THE WEBSITE IS PROVIDED “AS IS” AND KX HEREBY DISCLAIMS ALL EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES, GUARANTIES, AND CONDITIONS, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, EXCEPT TO THE EXTENT THAT SUCH DISCLAIMERS ARE HELD TO BE LEGALLY INVALID. KX MAKES NO REPRESENTATIONS, WARRANTIES, GUARANTIES, OR CONDITIONS AS TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY, OR COMPLETENESS OF ANY OF THE CONTENT CONTAINED ON THE WEBSITE. ADDITIONALLY, KX DOES NOT MAKE ANY WARRANTIES THAT THE SITE WILL BE UNINTERRUPTED, SECURE OR ERROR FREE OR THAT YOUR USE OF THE SITE WILL MEET YOUR EXPECTATIONS, OR THAT THE SITE, MATERIALS, OR ANY PORTION THEREOF, IS CORRECT, ACCURATE, OR RELIABLE.
The above disclaimer applies to any damages, liability or injuries caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction of or unauthorized access to, alteration of, or use, whether for breach of contract, tort, negligence or any other cause of action.

Limitation of Liability: YOUR USE OF THE SITE IS AT YOUR OWN RISK. KX SHALL NOT BE LIABLE FOR ANY DAMAGES SUFFERED AS A RESULT OF USING THE WEBSITE OR USING, MODIFYING, CONTRIBUTING, COPYING, DISTRIBUTING, OR DOWNLOADING THE CONTENT. IN NO EVENT SHALL KX BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGE (INCLUDING BUT NOT LIMITED TO LOSS OF BUSINESS, REVENUE, PROFITS, USE, DATA OR OTHER ECONOMIC ADVANTAGE), HOWEVER IT ARISES, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF INFORMATION OR CONTENT AVAILABLE FROM THIS WEBSITE, EVEN IF KX HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. YOU HAVE SOLE RESPONSIBILITY FOR THE ADEQUATE PROTECTION AND BACKUP OF DATA AND/OR EQUIPMENT USED IN CONNECTION WITH THE WEBSITE AND YOU WILL NOT MAKE A CLAIM AGAINST KX FOR LOST DATA, RE-RUN TIME, INACCURATE OUTPUT, WORK DELAYS, OR LOST PROFITS RESULTING FROM THE USE OF THE CONTENT. YOU AGREE TO HOLD KX, ITS OFFICERS, DIRECTORS, SHAREHOLDERS, PREDECESSORS, SUCCESSORS IN INTEREST, EMPLOYEES, AGENTS, AFFILIATES AND SUBSIDIARIES HARMLESS FROM, AND YOU COVENANT NOT TO SUE KX FOR, ANY CLAIMS BASED ON OR RELATED TO THE USE OF THE WEBSITE AND/OR CONTENT. IF YOU BECOME DISSATISFIED IN ANY WAY WITH THE SITE OR ITS TERMS YOUR SOLE AND EXCLUSIVE REMEDY IS TO STOP YOUR USE OF THE SITE. BECAUSE SOME COUNTRIES AND STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN TYPES OF DAMAGES, THESE PROVISIONS MAY NOT APPLY TO YOU. IF ANY PORTION OF THIS LIMITATION ON LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF KX AND ITS AFFILIATES SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100.) THE LIMITATION OF LIABILITY HEREIN IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN AND REFLECTS A FAIR ALLOCATION OF RISK. THE SITE WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS AND YOU AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY, DISCLAIMERS AND EXCLUSIVE REMEDIES SPECIFIED HEREIN WILL SURVIVE EVEN IF FOUND TO HAVE FAILED IN THEIR ESSENTIAL PURPOSE.

Privacy Policy—KX takes your privacy very seriously. KX’s online Privacy Policy is incorporated herein by reference and describes the collection, use, and sharing of certain personally identifiable information that may be provided in connection with the use of the Website. Please read and understand our Privacy Policy before accessing or using the Website.

Ability to Accept Terms of Use—You affirm that you are more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in the Terms, and to abide by and comply with these Terms.

Governing Law: These Terms shall be governed by and construed in accordance with the laws of New York, USA. Without prejudice to either party’s right to seek injunctive relief (or any other provisional remedy) from any court having jurisdiction over the parties and the subject matter of the dispute as they consider necessary to protect their name, proprietary information, trade secrets, know-how, or any other intellectual property rights, all disputes arising out of or in relation to these Terms (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the New York state courts located in the County of New York, in the borough of Manhattan and in the federal courts located in the Southern District of New York. Each Party hereby waives any disputes it may have with respect to proper venue.