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    Master Service Agreement

Last Updated February 01, 2016

Kuia, Inc. (“Kuia”) operates each website (“Site”) that links to these Website Terms of Use to provide online access to information about Kuia and the software platform and services we provide. Use of the Kuia software platform itself is governed by our Kuia Master Service Agreement, available at http://www.Kuia.com/master-service-agreement

By accessing and using the Site, you agree to these Terms of Use.

Kuia reserves the right to modify these Terms of Use at any time without giving you prior notice. Your use of the Site following any such modification constitutes your agreement to follow and be bound by these Terms of Use as modified. The last date these Terms of Use were revised is set forth above.

  1. Permitted Use of The Site

You may use the Site, and the information, writings, images and/or other works that you see, hear or otherwise experience on the Site (singly or collectively, the “Content”) solely for your non-commercial, personal purposes and/or to learn about Kuia products and services, and solely in compliance with these Terms of Use.

  1. Prohibited Use of The Site

By accessing the Site, you agree that you will not:

  • Use the Site in violation of these Terms of Use;
  • Copy, modify, create a derivative work from, reverse engineer or reverse assemble the Site, or otherwise attempt to discover any source code, or allow any third party to do so;
  • Sell, assign, sublicense, distribute, commercially exploit, grant a security interest in or otherwise transfer any right in, or make available to a third party, the Content in any way;
  • Use or launch any automated system, including without limitation, “robots,” “spiders,” or “offline readers,” that accesses the Site in a manner that sends more request messages to the Kuia servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser;
  • Use the Site in any manner that damages, disables, overburdens, or impairs any Kuia website or interferes with any other party’s use and enjoyment of the Site;
  • Mirror or frame the Site or any part of it on any other web site or web page.
  • Attempt to gain unauthorized access to the Site;
  • Access the Site by any means other than through the interface that is provided by Kuia for use in accessing the Site;
  • Impersonate any other individual or entity when using this Site, or use the Site to defame, harass, threaten, or intimidate others.
  • Use the Site for any purpose or in any manner that is unlawful or prohibited by this Agreement.

Any unauthorized use of any Content or the Site may violate patent, copyright, trademark, and other laws.

  1. Copyrights and Trademarks

The Site is based upon proprietary Kuia technology and includes the Content. The Site is protected by applicable intellectual property and other laws, including trademark and copyright laws. The Site, including all intellectual property rights in the Site, belongs to and is the property of Kuia or its licensors (if any). Kuia owns and retains all copyrights in the Content. Except as specifically permitted on the Site as to certain Content, the Content may not be copied, reproduced, modified, published, uploaded, posted, transmitted, performed, or distributed in any way, and you agree not to modify, rent, lease, loan, sell, distribute, transmit, broadcast, or create derivative works based on the Content or the Site, in whole or in part, by any means. Kuia, the Kuia logos, and other marks used by Kuia from time to time are trademarks and the property of Kuia. The appearance, layout, color scheme, and design of the Kuia.com site are protected trade dress. User does not receive any right or license to use the foregoing. Kuia may use and incorporate into the Site or the Kuia Service any suggestions or other feedback you provide, without payment or condition.

Except as expressly and unambiguously provided herein, Kuia does not grant you any express or implied rights under any patents, copyrights, trademarks, trade secret, or other intellectual or industrial property rights.

Kuia’s designated agent to receive notifications of claimed copyright infringement 650-731-2902; copyright@kuia.com.

  1. User Submissions

If you transmit or post any content, information, review or comment on the Site, you grant Kuia a non-exclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to fully exploit, make, use, reproduce, modify, adapt, publish, translate, transmit, create derivative works of, distribute, and display such content, information, reviews and comments throughout the world in any media. You also grant Kuia the right to use the name that you submit with any content, information, review or comment, if any, in connection with such content, information, review or comment. You warrant, represent and agree that nothing you transmit or post will be infringing, libelous, defamatory, obscene, pornographic, abusive, offensive or otherwise violates any law or right of any third party. Kuia reserves the right to remove anything you transmit or post at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities or if Kuia is concerned that you may have breached the immediately preceding sentence), or for no reason at all.

  1. Links to Third-Party Web Sites

Links on the Site to third party web sites or information are provided solely as a convenience to you. If you use these links, you will leave the Site. Such links do not constitute or imply an endorsement, sponsorship, or recommendation by Kuia of the third party, the third-party web site, or the information there. Kuia is not responsible for the availability of any such web sites. Kuia is not responsible or liable for any such web sites or the content thereon. If you use the links to the web sites of Kuia affiliates or service providers, you will leave the Site and will be subject to the terms of use and privacy policy applicable to those web sites.

  1. Downloading Files

Kuia cannot and does not guarantee or warrant that files available for downloading through the Site will be free of infection by software viruses or other harmful computer code, files or programs.

  1. Violation of These Terms of Use

You agree that Kuia may, in its sole discretion and without prior notice, terminate your access to the Site and/or block your future access to the Site if Kuia determines that you have violated these Terms of Use or other agreements or guidelines associated with your use of the Site. You also agree that any violation by you of these Terms of Use will constitute an unlawful and unfair business practice, and will cause irreparable harm to Kuia, for which monetary damages would be inadequate, and you consent to Kuia obtaining any injunctive or equitable relief that Kuia deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies Kuia may have at law or in equity.

You agree that Kuia may, in its sole discretion and without prior notice, terminate your access to the Site, including as a result of (1) requests by law enforcement or other government agencies, (2) a request by you (self-initiated account deletions), (3) discontinuance or material modification of the Site or any service offered on or through the Site, or (4) unexpected technical issues or problems. Kuia similarly reserves the right to do any of the following, at any time, without notice: (1) modify, suspend or terminate operation of or access to the Site, or any portion of the Site, for any reason; (2) modify or change the Site, or any portion of the Site, and any applicable policies or terms; and (3) interrupt the operation of the Site, or any portion of the Site, as necessary to perform routine or non-routine maintenance, error correction, or other changes.

If Kuia takes any legal action against you due to your violation of these Terms of Use, Kuia 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 Kuia. You agree that Kuia will not be liable to you or to any third party for termination of your access to the Site for any reason.

  1. General Disclaimer and Limitation of Liability

THIS SITE IS PROVIDED BY KUIA ON AN “AS IS” BASIS. KUIA MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SITE OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON THIS SITE. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, KUIA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

Although Kuia has attempted to provide accurate information on this website, Kuia assumes no responsibility for the accuracy or completeness of the information. Kuia may change the programs or services mentioned on this site at any time without notice, but Kuia makes no commitment to update the programs or services mentioned on this site in any respect.

KUIA WILL NOT BE LIABLE UNDER ANY THEORY OF LAW, FOR ANY INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION OR DATA OR COSTS OF REPLACEMENT GOODS, ARISING OUT OF THE USE OR INABILITY TO USE THIS SITE OR ANY KUIA SERVICE OR RESULTING FROM USE OF OR RELIANCE ON THE INFORMATION PRESENTED, EVEN IF KUIA MAY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IF, NOTWITHSTANDING THE OTHER PROVISIONS OF THESE TERMS OF USE, KUIA IS FOUND TO BE LIABLE TO YOU FOR ANY DAMAGE OR LOSS WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH YOUR USE OF THE SITE OR ANY CONTENT, KUIA’S LIABILITY SHALL IN NO EVENT EXCEED US $100.00. PLEASE BE ADVISED THAT SOME JURISDICTIONS RESTRICT LIMITATIONS OF LIABILITY, SO THE FOREGOING LIMITATION SHALL APPLY TO YOU TO THE FULLEST EXTENT PERMITTED BY THE LAW OF THE APPLICABLE JURISDICTION.

The above disclaimers and limitation of liability apply to any damages, liability or injuries caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, security breach, 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, and shall apply to the fullest extent permitted by the law of the applicable jurisdiction.

  1. Indemnification

You understand and agree that you are personally responsible for your behavior on the Site. You agree to indemnify, defend and hold harmless Kuia, its existing and future parent companies, subsidiaries, affiliated companies, joint venturers, business partners, licensors, employees, agents, and any third-party information providers from and against all claims, losses, expenses, damages and costs (including, but not limited to, direct, incidental, consequential, exemplary and indirect damages), and reasonable attorneys’ fees, resulting from or arising out of your use, misuse, or inability to use the Site or the Content, or any violation by you of these Terms of Use.

  1. Security

You are solely responsible for keeping your account information, including your password, confidential. You also are solely responsible for any and all activity that occurs through your account as a result of your failing to keep this information confidential. You agree to notify Kuia immediately of any unauthorized use of your account, and any other breach of security. You may be held liable for losses incurred by Kuia or any other user of the Site due to someone else using your account as a result of your failing to keep your account information secure and confidential.

  1. Privacy

Your use of the Site is subject to Kuia’s Privacy Policy, available at http://www.Kuia.com/Privacy

  1. Applicable Law

You agree that all matters relating to your access to or use of the Site, including all disputes, will be governed by the laws of the United States and by the laws of the State of California without regard to its conflicts of laws provisions. You agree to the personal jurisdiction by and venue in the state and federal courts in San Mateo County, California, and waive any objection to such jurisdiction or venue. Any claim under these Terms of Use must be brought within one year after the cause of action arises, or such claim or cause of action is barred. The prevailing party will be entitled to costs and attorneys’ fees.

  1. International Issues

Kuia administers and operates the Site from its location in the State of California, in the United States. Information on Kuia’s Site may contain references to Kuia products, programs and services that are not available in your country. Such reference does not imply that Kuia intends to make such products, programs, or services available in your country. Any offer on the Site for any feature, product, or service is void where prohibited. If you choose to access the Site from outside the United States, you are responsible for complying with applicable local laws.

  1. Miscellaneous

If a court or other tribunal of competent jurisdiction holds any of the provisions of these Terms of Use to be void or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of these Terms of Use, so that these Terms of Use shall remain in full force and effect.

These Terms of Use constitute the entire agreement between you and Kuia with regard to your use of the Site, and any and all other written or oral agreements or understandings previously existing between you and Kuia with respect to such use are hereby superseded and cancelled.

Kuia’s failure to insist on or enforce strict performance of these Terms of Use shall not be construed as Kuia’s waiver of any provision or any right it has to enforce these Terms of Use, nor shall any course of conduct between Kuia and you or any other party be deemed to modify any provision of these Terms of Use. These Terms of Use shall not be interpreted or construed to confer any rights or remedies on any third parties. Kuia’s customer service representatives are not authorized to modify any provision of these terms, either verbally or in writing.

  1. Feedback

Kuia welcomes any feedback you have regarding the Site. Please be aware that any feedback you provide shall be deemed non-confidential, and Kuia shall be free to use such information on an unrestricted basis. Please provide any feedback to the following address:

Kuia, Inc.

340 S Lemon Ave. #1234

Walnut, CA 91789