Terms & Conditions
Effective Date: 14 SEPTEMBER 2021
Applicable To The Following Website and Mobile Application:
www.kchange.com & KChange
THE AGREEMENT:
Introduction
Welcome to KChange LLC (“Company”, “we”, “our”, “us”)!
These Terms and Conditions (“Terms”, “Terms of Service”, “Terms of Use”) govern your use of our website located at www.kchange.com and our mobile application “KChange” available at Google play store (hereinafter together or individually “Services”) operated by KChange LLC.
Our Privacy Policy also governs your use of our Services and explains how we collect, safeguard and disclose information that results from your use of our web pages and services.
Your agreement with us includes these Terms and our Privacy Policy (“Agreements”). You acknowledge that you have read and understood Agreements, and agree to be bound by them.
If you do not agree with (or cannot comply with) Agreements, then you may not use our Services.These Terms apply to all visitors, users and others who wish to access or use our Services.
1) DEFINITIONS
The parties referred to in this Agreement shall be defined as follows:
a) Company, Us, We: The Company KChange LLC, as the creator, operator, and publisher of the Website and the mobile application KChange, makes the Website and the mobile application KChange, and all Services on it, available to users. KChange LLC, Company, Us, We, Our, Ours and other first-person pronouns will refer to the Company, as well as all employees, all directors, all subsidiaries and affiliates of the Company KChange LLC.
b) You, the User, the Client: You, as the user of the Website (www.kchange.com), as the user of the mobile application KChange will be referred to throughout this Agreement with second-person pronouns such as You, Your, Yours, or as User or Client.
c) Parties: Collectively, the parties to this Agreement (the Company and You) will be referred to as Parties.
2) ASSENT & ACCEPTANCE
By using the Services, You warrant that You have read and reviewed this Agreement and that You agree to be bound by it. If You do not agree to be bound by this Agreement, please leave the Services and stop using the Services immediately. The Company only agrees to provide use of this Website and Services to You if You assent to this Agreement.
3) AGE RESTRICTION - NO USE BY MINORS
Our Services are intended only for access and use by individuals at least eighteen (18) years old. By accessing or using Services, you warrant and represent that you are at least eighteen (18) years of age and with the full authority, right, and capacity to enter into this agreement and abide by all of the terms and conditions of Terms. If you are not at least eighteen (18) years old, you are prohibited from both the access and usage of Services. The Company assumes no responsibility or liability for any misrepresentation of Your age.
4) COMMUNICATIONS
By using our Services, you agree to subscribe to newsletters, marketing or promotional materials and other information we may send. However, you may opt out of receiving any, or all, of these communications from us by following the unsubscribe link or by emailing at unsubscribe@kchange.com. However you may still continue to receive email, in app notifications, SMS regarding your account, subscription renewal reminders, payment confirmation / failures, and other account related services until and as long as you continue to use our Services.
5) OUR SERVICES
KCHANGE LLC provides the following services but not limited to, through our website (www.kchange.com) and our mobile application “KChange” available on Google Play store:
A. POST ITEMS (PRODUCTS / SERVICES) FOR BARTER
Our Services allow you to post items (products / services) for barter / exchange by uploading pictures and providing item (products / services) descriptions. You can post and barter product for product, product for service and service for product without any fees.
KChange will offer monthly subscriptions for businesses to barter with other businesses, KChange will charge a fee for using KChange bidding feature to post and bid product for product.
If there is a fee to post your item (products / services), KChange will notify you through the Services before you post your item (products / services). KChange will offer various pricing packages, including subscriptions, to post and promote items (products / services). Pricing details are provided through the KChange Services.
B. BARTERING BETWEEN USERS
KChange users post, barter / exchange items (products / services) at their own risk. Based on the post (Item category / sub category, Zip code, Search Tags) KChange will try to find the right matches in a 100 mile radius of the Zip code provided in the post.,
Barter / exchange of items (products / services) are made directly between the users. KChange provides a Chat feature to help users connect, ask questions, clarify details and share information before they agree to barter.
KChange is not a party to any transactions that happen between users, or to the shipping of items (products / services) or any other arrangements between the users. KChange is not liable in any form or shape for any losses, damages, or delays related to transactions between users.
You agree not to use the KChange service in a manner that violates the law and you may not post anything that involves and includes weapons, ammunition, explosives, living or infectious biological matter, human remains, pornography, alcohol, prescription drugs, illegal drugs, currency, dangerous goods, hazardous goods, or other goods that may not be shipped or mailed by law. Anyone who violates by posting or using KChange service for prohibited, illegal, or improper material is subject to legal penalties such as civil penalties, fines and/or imprisonment, and can also be banned from using KChange service for ever.
C. SUBSCRIPTIONS
Some parts of our Services are billed on a subscription basis ("Subscription(s)"). You will be billed in advance for one time or recurring and periodic basis ("Billing Cycle"). Billing cycles will be set depending on the type of subscription plan you select when purchasing a Subscription.
One time monthly subscriptions will expire at the end of the 30th day of the subscription. You will be sent renewal reminders towards the end of the subscription period to renew.
At the end of each Billing Cycle, your recurring Subscription will automatically renew under the exact same conditions unless you cancel it or KChange LLC cancels it. You may cancel your Subscription renewal either through your online account management page or by contacting us at contactus@kchange.com.
A valid payment method is required to process the payment for your subscription. You shall provide KChange LLC with accurate and complete billing information that may include but not limited to full name, address, state, postal or zip code, telephone number, and a valid payment method information. By submitting such payment information, you automatically authorize KChange LLC to charge all Subscription fees incurred through your account to any such payment instruments.
Should automatic billing fail to occur for any reason, KChange LLC reserves the right to terminate your access to the Service with immediate effect.
You represent and warrant that: (i) you have the legal right to use any card(s) or other payment method(s) in connection with any Purchase; and that (ii) the information you supply to us is true, correct and complete.
We may employ the use of third party services “Payment Processors” for the purpose of facilitating payment and the completion of Purchases. By submitting your information, you grant us the right to provide the information to these third parties subject to our Privacy Policy.
5) REFUND POLICY
Our fees to use our bidding feature and all monthly subscriptions are NON REFUNDABLE. Fees are non-refundable, even for posts we remove, delay, omit, re-categorize, re-rank, or otherwise moderate. We may refuse any posting.
6) CONTESTS, SWEEPSTAKES AND PROMOTIONS
Any contests, sweepstakes or other promotions (collectively, “Promotions”) made available through Services may be governed by rules that are separate from these Terms of Service. If you participate in any Promotions, please review the applicable rules as well as our Privacy Policy. If the rules for a Promotion conflict with these Terms of Service, Promotion rules will apply.
7) FREE TRIAL
KChange LLC may, at its sole discretion, offer a Subscription or a service with a free trial for a limited period of time ("Free Trial").
You may be required to enter your billing information in order to sign up for Free Trial.
If you do enter your billing information when signing up for Free Trial, you will not be charged by KChange LLC until Free Trial has expired. On the last day of Free Trial period, unless you cancelled your Subscription, you will be automatically charged the applicable Subscription fees for the type of Subscription you have selected.
At any time and without notice, KChange LLC reserves the right to (i) modify Terms of Service of Free Trial offer, or (ii) cancel such Free Trial offer.
8) FEE CHANGES
KChange LLC, in its sole discretion and at any time, may modify fees for its services and Subscriptions. Any fee change will become effective at the end of the then-current Billing Cycle / subscription period.
KChange LLC will provide you with a reasonable prior notice of any change in fees to give you an opportunity to terminate your Service / Subscription before such change becomes effective.
Your continued use of our Services after the fee change comes into effect constitutes your agreement to pay the modified fee amount.
9) CONTENT
Our Services allows you to post, link, store, share and otherwise make available certain information, text, graphics, photos / images, videos, location, or other material (“Content”) about “your products” or “your services”. You are responsible for Content that you post on or through our Services, including its legality, reliability, and appropriateness.
By posting Content on or through our Services, You represent and warrant that: (i) Content is yours (you own it) and/or you have the right to use it and the right to grant us the rights and license as provided in these Terms, and (ii) that the posting of your Content on or through our Services does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. We reserve the right to terminate the account of anyone found to be infringing on a copyright.
You retain any and all of your rights to any Content you submit, post or display on or through our Services and you are responsible for protecting those rights. We take no responsibility and assume no liability for Content you or any third party posts on or through our Services. However, by posting Content using our Services you grant us the right and license to use, commercialize, modify, publicly perform, publicly display, reproduce, and distribute such Content on and through our Services. You agree that this license includes the right for us to make your Content available to other users of our Services, who may also use your Content subject to these Terms.
KChange LLC has the right but not the obligation or responsibility to actively monitor and edit all Content provided by users. KChange LLC does not endorse any User Content. Although KChange has no obligation to screen, edit or monitor User Content, we may delete or remove User Content at any time and for any reason with or without notice.
In addition, Content found on or through our Services are the property of KChange LLC or used with permission. You may not distribute, modify, transmit, reuse, download, repost, copy, or use said Content, whether in whole or in part, for commercial purposes or for personal gain, without express advance written permission from us.
10) LICENSE TO USE OUR SERVICES
The Company may provide You with certain information as a result of Your use of the Website or our Services. Such information may include, but is not limited to, documentation, data, or information developed by the Company, and other materials which may assist in Your use of the Website or our Services ("Company Materials"). Subject to this Agreement, the Company grants You a non-exclusive, limited, non-transferable and revocable license to use the Company Materials solely in connection with Your use of the Website and Services. The Company Materials may not be used for any other purpose, and this license terminates upon Your cessation of use of the Website or our Services or at the termination of this Agreement.
11) INTELLECTUAL PROPERTY
You agree that the Website and all Services provided by the Company KChange LLC are the property of the Company KChange LLC, including all original content (excluding Content provided by users), our name “KChange”, kchange.com, our logos, our product or service names, our slogans, look and feel of our Services, features and functionality, copyrights, trademarks, trade secrets, patents, and other intellectual property ("Company IP"). Company IP is protected by copyright, trademark, and other laws of and foreign countries.You agree that the Company KChange LLC owns all right, title and interest in and to the Company IP and that You will not use the Company IP for any unlawful or infringing purpose. You agree not to reproduce or distribute the Company IP in any way, including electronically or via registration of any new trademarks, trade names, service marks or Uniform Resource Locators (URLs), without express written permission from the Company.
a) In order to make the Website and Services available to You, You hereby grant the Company a royalty-free, non-exclusive, worldwide license to copy, commercialize, display, use, broadcast, transmit and make derivative works of any content You publish, upload, or otherwise make available to the Website and Services ("Your Content").
b) If You feel that any of Your intellectual property rights have been infringed or otherwise violated by the posting of information or media by another of Our users, please contact Us at legal@kchange.com and let Us know.
12) COPYRIGHT POLICY
We respect the intellectual property rights of others. It is our policy to respond to any claim that Content posted on Service infringes on the copyright or other intellectual property rights (“Infringement”) of any person or entity.
If you are a copyright owner, or authorized on behalf of one, and you believe that the copyrighted work has been copied in a way that constitutes copyright infringement, please submit your claim via email to legal@kchange.com, with the subject line: “Copyright Infringement” and include in your claim a detailed description of the alleged Infringement as detailed below, under “DMCA Notice and Procedure for Copyright Infringement Claims”
You may be held accountable for damages (including costs and attorneys’ fees) for misrepresentation or bad-faith claims on the infringement of any Content found on and/or through Services on your copyright.
13) DMCA NOTICE AND PROCEDURE FOR COPYRIGHT INFRINGEMENT CLAIMS
You may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by providing us with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
0.1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright’s interest;
0.2. a description of the copyrighted work that you claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work;
0.3. identification of the URL or other specific location on our Services where the material that you claim is infringing is located;
0.4. your address, telephone number, and email address;
0.5. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
0.6. a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
You can contact us via email at legal@kchange.com.
14) ERROR REPORTING AND FEEDBACK
You may provide us either directly at contactus@kchange.com or via our website (www.kchange.com) or via our mobile application KChange or via any of our Services or via third party sites and tools with information and feedback concerning errors, suggestions for improvements, ideas, problems, complaints, and other matters related to our Services (“Feedback”). You acknowledge and agree that: (i) you shall not retain, acquire or assert any intellectual property right or other right, title or interest in or to the Feedback; (ii) Company may have development ideas similar to the Feedback; (iii) Feedback does not contain confidential information or proprietary information from you or any third party; and (iv) Company is not under any obligation of confidentiality with respect to the Feedback. In the event the transfer of the ownership to the Feedback is not possible due to applicable mandatory laws, you grant Company and its affiliates an exclusive, transferable, irrevocable, free-of-charge, sub-licensable, unlimited and perpetual right to use (including copy, modify, create derivative works, publish, distribute and commercialize) Feedback in any manner and for any purpose
15) ACCOUNTS AND USER OBLIGATIONS
When you create an account with us, you guarantee that you are above the age of 18, and that the information you provide us is accurate, complete, and current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of your account on Service. As a user of the Website or Services, You may be asked to register with Us. When You do so, You will choose a user identifier, which may be Your email address or another term, as well as a password. You may also provide personal information, including, but not limited to, Your name (First Name and last Name). You are responsible for ensuring the accuracy of this information. This identifying information will enable You to use the Website and Services. You must not share such identifying information with any third party, and if You discover that Your identifying information has been compromised, You agree to notify Us immediately in writing to legal@kchange.com. Email notification will suffice.
You are responsible for maintaining the confidentiality of your account and password, including but not limited to the restriction of access to your computer / mobile and/or account. You agree to accept responsibility for any and all activities or actions that occur under your account and/or password, whether your password is with our Service or a third-party service. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.
You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you, without appropriate authorization. You may not use as a username any name that is offensive, vulgar or obscene.
Providing false or inaccurate information, or using the Website or Services to further fraud or unlawful activity is grounds for immediate termination of this Agreement.
We reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders in our sole discretion.
Additionally, in order to use the website and our Services, you must not have been previously suspended or removed from using the KChange Service for violating KChange LLC agreements.
16) ACCEPTABLE USE
You agree not to use the Website or Services for any unlawful purpose or any purpose prohibited under this clause. You agree not to use the Website or Services in any way that could damage the Website, Services, or general business of the Company.
You may use Service only for lawful purposes and in accordance with Terms.
You agree not to use our Services:
0.1. In any way that violates any applicable national or international law or regulation.
0.2. For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content or otherwise.
0.3. To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter,” “spam,” or any other similar solicitation.
0.4. To impersonate or attempt to impersonate Company, a Company employee, another user, or any other person or entity.
0.5. In any way that infringes upon the rights of others, or in any way is illegal, threatening, fraudulent, or harmful, or in connection with any unlawful, illegal, fraudulent, or harmful purpose or activity.
0.6. To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of our Services, or which, as determined by us, may harm or offend Company or users of our Services or expose them to liability.
0.7. To harass, abuse, or threaten others or otherwise violate any person's legal rights.
0.8. To violate any intellectual property rights of the Company or any third party.
0.9. To upload or otherwise disseminate any computer viruses or other software that may damage the property of another or our Services.
0.10. To perpetrate any fraud.
0.11. To engage in or create any unlawful gambling, sweepstakes, or pyramid scheme.
0.12. To publish or distribute any libelous, lewd, indecent, pornographic, obscene or defamatory material.
0.13. To publish or distribute any material that incites violence, hate, or discrimination towards any individual or group.
0.14. To unlawfully gather information about others.
Additionally, you agree not to:
0.1. Use our Services in any manner that could disable, overburden, damage, or impair our Services or interfere with any other party’s use of our Services, including their ability to engage in real time activities through our Services.
0.2. Use any robot, spider, or other automatic device, process, or means to access our Services for any purpose, including monitoring or copying any of the material on our Services.
0.3. Use any manual process to monitor or copy any of the material on our Services or for any other unauthorized purpose without our prior written consent.
0.4. Use any device, software, or routine that interferes with the proper working of our Services.
0.5. Introduce any viruses, trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful.
0.6. Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of our Services, the server on which our Services are stored, or any server, computer, or database connected to our Services.
0.7. Attack our Services via a denial-of-service attack or a distributed denial-of-service attack.
0.8. Take any action that may damage or falsify our Company rating.
0.9. Otherwise attempt to interfere with the proper working of our Services.
17) AFFILIATE MARKETING & ADVERTISING
The Company, through the Website and Services, may engage in affiliate marketing whereby the Company receives a commission on or percentage of the sale of goods or services on or through the Website and Services. The Company may also accept advertising and sponsorships from commercial businesses or receive other forms of advertising compensation. This disclosure is intended to comply with the US Federal Trade Commission Rules on marketing and advertising, as well as any other legal requirements which may apply.
18) THIRD-PARTY LINKS & CONTENT
The Company KChange LLC may occasionally post links to third party websites or other services. You agree that KChange LLC is not responsible or liable for any loss or damage caused as a result of Your use of any third party services linked to from our Website or our Services.
Our Website and our Services may contain third-party links and content posted by users of our Services and that links or content are not owned or controlled by KChange LLC.
KChange LLC has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third party web sites or services. We do not warrant the offerings of any of these entities/individuals or their websites.
YOU ACKNOWLEDGE AND AGREE THAT COMPANY SHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH USE OF OR RELIANCE ON ANY SUCH CONTENT, GOODS OR SERVICES AVAILABLE ON OR THROUGH ANY SUCH THIRD PARTY WEB SITES OR SERVICES.
WE STRONGLY ADVISE YOU TO READ THE TERMS OF SERVICE AND PRIVACY POLICIES OF ANY THIRD PARTY WEB SITES OR SERVICES THAT YOU VISIT.
19) ANALYTICS
We may use third-party Service Providers to monitor and analyze the use of our Service.
20) PRIVACY INFORMATION
Through Your Use of the Website and our Services, You may provide Us with certain information. By using the Website or our Services, You authorize the Company to use Your information in the United States and any other country where We may operate.
a) Information We May Collect or Receive: When You register for an account, You provide Us with a valid email address and may provide Us with additional information, such as Your name or billing information. Depending on how You use our Website or our Services, We may also receive information from external applications that You use to access our Website and our Services, or We may receive information through various web technologies, such as cookies, log files, clear gifs, web beacons or others.
b) How We Use Information: We use the information gathered from You to ensure Your continued good experience on Our website and Our Services, including through email communication. We may also track certain aspects of the passive information received to improve Our marketing and analytics, and for this, We may work with third-party providers.
c) How You Can Protect Your Information: If You would like to disable Our access to any passive information We receive from the use of various technologies, You may choose to disable cookies in Your web browser. Please be aware that the Company will still receive information about You that You have provided, such as Your email address. If You choose to terminate Your account, the Company will store information about You for the following number of days: 3,650. After that time, your information may be deleted completely or we may remove all personal identifiers that may identify you to your content and retain the content for any period required by the Company..
21) ASSUMPTION OF RISK
The Website and Services are provided for communication purposes only. You acknowledge and agree that any information posted on our Website, on our Services is not intended to be legal advice, medical advice, or financial advice, and no fiduciary relationship has been created between You and the Company. You further agree that Your purchase of any of the services we provide at Your own risk. The Company does not assume responsibility or liability for any advice or other information given on the Website.
You understand, acknowledge and agree that there are known and unknown risks associated with using an internet-based service like KChange. Furthermore, higher risk when interacting with other users / strangers in person/ online. Please be advised strongly that KChange LLC does not investigate or verify any users / entities reputation, behaviour, ethics, conduct, morality, criminal background, or any content users may submit to our services You are solely responsible for taking all necessary precautions to prevent physical harm to you and your belongings, and not losing your personal information for fraudulent activities, when interacting with other users / strangers in person / online for the first time. You are solely responsible for, and assume all risks related to the use of our Services (including all online and offline interactions with other users).
22) REVERSE ENGINEERING & SECURITY
You agree not to undertake any of the following actions:
a) Reverse engineer, or attempt to reverse engineer or disassemble any code or software from or on the Website or our Services;
b) Violate the security of the Website or our Services through any unauthorized access, circumvention of encryption or other security tools, data mining or interference to any host, user or network.
23) DATA LOSS
The Company does not accept responsibility for the security of Your account or content. You agree that Your use of the Website or our Services is at Your own risk.
24) INDEMNIFICATION
To the maximum and fullest extent allowed by applicable Law, YOU AGREE TO DEFEND, INDEMNIFY AND HOLD US AND OUR OFFICERS, DIRECTORS, EMPLOYEES, SUBSIDIARIES AND AGENTS HARMLESS from and against any legal claims, losses, damages, costs, expenses, liabilities, and demands which may arise out of or related to (i) Your use or misuse of the Website or our Services, (ii) Your Content posted by you on our Services, (iii) Your Feedback submitted by email, directly on our Services or on any third party services, (iv) Your violation / breach of this Agreement, (v) Your conduct or actions in using our Services, (vi) Your misappropriation or infringement of any rights of another (including intellectual property rights, copyright or privacy rights) user or entity. (vii) Your violation of any rights of another user or entity. You agree to promptly notify the company KChange LLC of any third-party Claims, cooperate with the company KChange LLC in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, attorneys' fees). You agree that the Company KChange LLC shall be able to select its own legal counsel and may participate in its own defense, if the Company KChange LLC wishes. You also agree that the Company will have control of the defense or settlement, at Company’s sole option, of any third-party Claims.
This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and KChange LLC.
25) SPAM POLICY
You are strictly prohibited from using the Website or any of the Company's Services for illegal spam activities, including gathering email addresses and personal information from others or sending any mass commercial emails.
26) MODIFICATION & VARIATION
The Company may, from time to time and at any time without notice to You, modify this Agreement. You agree that the Company has the right to modify this Agreement or revise anything contained herein. You further agree that all modifications to this Agreement are in full force and effect immediately upon posting on the Website and our Services and that modifications or variations will replace any prior version of this Agreement, unless prior versions are specifically referred to or incorporated into the latest modification or variation of this Agreement.
a) To the extent any part or sub-part of this Agreement is held ineffective or invalid by any court of law, You agree that the prior, effective version of this Agreement shall be considered enforceable and valid to the fullest extent.
b) You agree to routinely monitor this Agreement and refer to the Effective Date posted at the top of this Agreement to note modifications or variations. You further agree to clear Your cache when doing so to avoid accessing a prior version of this Agreement. You agree that Your continued use of the Website after any modifications to this Agreement is a manifestation of Your continued assent to this Agreement.
c) In the event that You fail to monitor any modifications to or variations of this Agreement, You agree that such failure shall be considered an affirmative waiver of Your right to review the modified Agreement.
27) ENTIRE AGREEMENT
This Agreement constitutes the entire understanding between the Parties with respect to any and all use of this Website and our Services. This Agreement supersedes and replaces all prior or contemporaneous agreements or understandings, written or oral, regarding the use of this Website and our Services.
28) SERVICE INTERRUPTIONS
The Company may need to interrupt Your access to the Website and our Services to perform maintenance or emergency services on a scheduled or unscheduled basis. You agree that Your access to the Website and our Services may be affected by unanticipated or unscheduled downtime, for any reason, but that the Company shall have no liability for any damage or loss caused as a result of such downtime.
29) TERM, TERMINATION & SUSPENSION
The Company may terminate this Agreement with You at any time for any reason, with or without cause. The Company specifically reserves the right to terminate this Agreement if You violate any of the terms outlined herein, including, but not limited to, violating the intellectual property rights of the Company or a third party, failing to comply with applicable laws or other legal obligations, and/or publishing or distributing illegal material. If You have registered for an account with Us, You may also terminate this Agreement at any time by contacting Us and requesting termination. At the termination of this Agreement, any provisions that would be expected to survive termination by their nature shall remain in full force and effect.
30) DISCLAIMER OF WARRANTY
THESE SERVICES ARE PROVIDED BY COMPANY ON AN “AS IS” AND “AS AVAILABLE” BASIS. COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THEIR SERVICES, OR THE INFORMATION, CONTENT OR MATERIALS INCLUDED THEREIN. YOU EXPRESSLY AGREE THAT YOUR USE OF THESE SERVICES, THEIR CONTENT, AND ANY SERVICES OR ITEMS OBTAINED FROM US IS AT YOUR SOLE RISK.
NEITHER COMPANY NOR ANY PERSON ASSOCIATED WITH COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER COMPANY NOR ANYONE ASSOCIATED WITH COMPANY REPRESENTS OR WARRANTS THAT THE SERVICES, THEIR CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICES OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. YOU AGREE THAT ANY DAMAGE THAT MAY OCCUR TO YOU, THROUGH YOUR COMPUTER SYSTEM, THROUGH YOUR MOBILE, OR AS A RESULT OF LOSS OF YOUR DATA FROM YOUR USE OF THE WEBSITE OR SERVICES IS YOUR SOLE RESPONSIBILITY AND THAT THE COMPANY IS NOT LIABLE FOR ANY SUCH DAMAGE OR LOSS.
COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
31) LIMITATION ON LIABILITY
EXCEPT AS PROHIBITED BY LAW, YOU WILL HOLD US AND OUR OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS HARMLESS FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGE, HOWEVER IT ARISES (INCLUDING ATTORNEYS’ FEES AND ALL RELATED COSTS AND EXPENSES OF LITIGATION AND ARBITRATION, OR AT TRIAL OR ON APPEAL, IF ANY, WHETHER OR NOT LITIGATION OR ARBITRATION IS INSTITUTED), WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, OR OTHER TORTIOUS ACTION, OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY CLAIM FOR PERSONAL INJURY OR PROPERTY DAMAGE, LOST PROFITS OR REVENUE, ARISING FROM THIS AGREEMENT AND ANY VIOLATION BY YOU OF ANY FEDERAL, STATE, OR LOCAL LAWS, STATUTES, RULES, OR REGULATIONS, EVEN IF COMPANY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. EXCEPT AS PROHIBITED BY LAW, IF THERE IS LIABILITY FOUND ON THE PART OF COMPANY, IT WILL BE LIMITED TO THE GREATER OF ONE HUNDRED ($100) US DOLLARS OR THE AMOUNT YOU PAID TO THE COMPANY IN THE LAST SIX (6) MONTHS, AND UNDER NO CIRCUMSTANCES WILL THERE BE CONSEQUENTIAL OR PUNITIVE DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE PRIOR LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
32) RELEASE AND DISCHARGE
TO THE MAXIMUM AND FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO RELEASE AND DISCHARGE US AND OUR OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS FROM RESPONSIBILITY, LIABILITY, CLAIMS, DEMANDS AND/OR DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN (INCLUDING, BUT NOT LIMITED TO, CLAIMS OF NEGLIGENCE), ARISING OUT OF OR RELATED TO (I) YOUR USE OF OUR SERVICES (II) YOUR CONDUCT OR ACTIONS IN USING OUR SERVICES (III) DISPUTES BETWEEN USERS AND THE ACTS OR OMISSIONS OF THIRD PARTIES.
33) GENERAL PROVISIONS:
a) LANGUAGE: All communications made or notices given pursuant to this Agreement shall be in the English language.
b) JURISDICTION, VENUE & CHOICE OF LAW: Through Your use of the Website or Services, You agree that the laws of the State of Texas shall govern any matter or dispute relating to or arising out of this Agreement, as well as any dispute of any kind that may arise between You and the Company, with the exception of its conflict of law provisions. In case any litigation specifically permitted under this Agreement is initiated, the Parties agree to submit to the personal jurisdiction of the state and federal courts of the following county: Fort Bend, Texas. The Parties agree that this choice of law, venue, and jurisdiction provision is not permissive, but rather mandatory in nature. You hereby waive the right to any objection of venue, including assertion of the doctrine of forum non conveniens or similar doctrine.
c) ARBITRATION: In case of a dispute between the Parties relating to or arising out of this Agreement, the Parties shall first attempt to resolve the dispute personally and in good faith. You and KChange LLC waive your rights to a jury trial and to have any dispute arising out of or related to these Terms or our Services resolved in court. Instead, for any dispute or claim that you have against KChange LLC or relating in any way to the Services, you agree to first contact KChange LLC and attempt to resolve the claim informally by sending a written notice of your claim ("Notice") to KChange LLC by email at legal@KChange.com.
The Notice must include your Full Name (First Name and Last Name), your residence address, Your Business Address (if this claim involves your business), your email address, your telephone number, and, if you have registered for an KChange account, the email address your account is registered under if it is different from your current email address, describe the nature and basis of the claim; and set forth the specific relief sought. Our notice to you will be similar in form to that described above. If you and KChange cannot reach an agreement to resolve the claim within thirty (30) days after such Notice is received, then either party may submit the dispute to binding arbitration or, under the limited circumstances set forth above, in court. The arbitration shall be conducted in the following county: Fort Bend, Texas, United States.
The arbitration shall be conducted by a single arbitrator, and such arbitrator shall have no authority to add Parties, vary the provisions of this Agreement, award punitive damages, or certify a class. The arbitrator shall be bound by applicable and governing Federal law as well as the law of the following state: Texas, United States. Each Party shall pay their own costs and fees. Claims necessitating arbitration under this section include, but are not limited to: contract claims, tort claims, claims based on Federal and state law, and claims based on local laws, ordinances, statutes or regulations.
The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality of any arbitration proceedings, judgments and awards, including, but not limited to, all information gathered, prepared and presented for purposes of the arbitration or related to the dispute(s) therein.unless the law provides to the contrary. The arbitrator, KChange LLC, and you will maintain the confidentiality of any arbitration proceedings, judgments and awards, including, but not limited to, all information gathered, prepared and presented for purposes of the arbitration or related to the dispute(s) therein. The arbitration will allow for the discovery, gathering of information, or exchange of non-privileged information relevant to the dispute. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.
Any claim arising out of or related to these Terms or our Services must be filed within one year after such claim arose; otherwise, the claim is permanently barred, which means that you and KChange will not have the right to assert the claim.
Intellectual property claims by the Company KChange LLC will not be subject to arbitration and may, as an exception to this sub-part, be litigated. The Parties, in agreement with this sub-part of this Agreement, waive any rights they may have to a jury trial in regard to arbitral claims.
d) ASSIGNMENT: This Agreement, or the rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or part by You. Should this Agreement, or the rights granted hereunder, by assigned, sold, leased or otherwise transferred by the Company, the rights and liabilities of the Company will bind and inure to any assignees, administrators, successors, and executors.
e) SEVERABILITY: If any part or sub-part of this Agreement is held invalid or unenforceable by a court of law or competent arbitrator, the remaining parts and sub-parts will be enforced to the maximum extent possible. In such condition, the remainder of this Agreement shall continue in full force.
f) NO WAIVER: In the event that We fail to enforce any provision of this Agreement, this shall not constitute a waiver of any future enforcement of that provision or of any other provision. Waiver of any part or sub-part of this Agreement will not constitute a waiver of any other part or sub-part.
g) HEADINGS FOR CONVENIENCE ONLY: Headings of parts and sub-parts under this Agreement are for convenience and organization, only. Headings shall not affect the meaning of any provisions of this Agreement.
h) NO AGENCY, PARTNERSHIP OR JOINT VENTURE: No agency, partnership, or joint venture has been created between the Parties as a result of this Agreement. No Party has any authority to bind the other to third parties.
i) FORCE MAJEURE: The Company is not liable for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.
j) ELECTRONIC COMMUNICATIONS PERMITTED: Electronic communications are permitted to both Parties under this Agreement, including e-mail. For any questions or concerns, please email Us at the following address: legal@kchange.com.
34) ACKNOWLEDGEMENT
BY USING OUR WEBSITE AND OUR SERVICES OR OTHER SERVICES PROVIDED BY US, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS AND CONDITIONS (“TERMS”, “TERMS OF SERVICE”, “TERMS OF USE”) AND AGREE TO BE BOUND BY THEM.