KENSHO

A Delaware Company


Provider Agreement

PROVIDER AGREEMENT



  1. INTRODUCTION


    1. Kensho (the “Company”) is a Holistic Health Company dedicated to curating the best providers for users searching for wellness practices. (the “Service”). The Kensho site (the “Site”) is comprised of various web pages operated by Kensho Inc. (“Kensho”), including the Kensho App. This Provider Agreement forms an agreement (“Agreement”) between the Company and each Provider who offers services through the Site (henceforth, “you,” “your”, “Provider”). Users who request services through a Marketplace are referred to as Customers (“Customers”). Together, Providers and Customers are referred to as Users (“Users”).


    2. By using the Service, you confirm that you have read, accept and agree to be bound by the terms of this Agreement, the Company’s Terms of User and Privacy Policy and all other instructions provided in relation to the Service.


  2. RIGHTS GRANTED


    1. For the duration of the term of this Agreement, you have the nonexclusive, non- assignable, royalty free, worldwide limited right to use the Service solely for your business operations and subject to the terms of the agreement. You may allow your employees, contractors, and other service providers (“Service Providers”) to use the Service for this purpose and you are responsible for your Service Providers’ compliance with the agreement.


    2. You agree that you do not acquire under the agreement any license to use the Service in excess of the scope and/or duration of this Agreement. Upon the end of the agreement or the services thereunder, your right to access or use the Service shall terminate.


    3. You must implement adequate controls to ensure that you and your Service Providers comply with the terms and conditions of this Agreement.


    4. You shall not copy, modify, distribute, sublicense, disclose, market, rent, lease, or offer remote computing services, networking, batch processing or transfer of, the Service or Site to any third party, or permit any person or entity to have access to the Service or Site by means of a time sharing, remote computing services, networking, batch processing, service bureau or time sharing arrangement.


  3. OWNERSHIP AND RESTRICTIONS


    1. You retain all Ownership and intellectual property rights in and to your data. Company or its licensors retain all Ownership and intellectual property rights to the services and Service. Company retains all Ownership and intellectual property rights to anything developed and delivered under the agreement.


    2. You agree and accept that any Intellectual Property generated by any Users in connection with the Service is owned absolutely by Company and vests in Company immediately, including:


      1. Company name, trade marks, logo and design; and


      2. any text, images, graphics, source code, usage data, ideas, enhancements, feature requests, suggestions or other information provided by the User or any other party with respect to the Service.


    3. Provider further warrants that by using the Service Provider will not:

      1. use any Intellectual Property of Company without express permission; or


      2. copy any part of the Service for the Provider’s own commercial purposes.


    4. To the extent that any derivative works cannot be assigned to Company, you hereby grant Company a perpetual and irrevocable (irrespective of the expiration or termination of this Agreement), non-exclusive, transferable, worldwide, and royalty-free licence to reproduce, distribute, perform, and display any derivative works of the Service developed by or for the Provider, and to use, make, have made, sell, offer to sell, import, export, and otherwise exploit any product based on any such derivative works.


    5. You agree that you shall only use the Service and/or Site for legal purposes and shall not:



(a)

remove or modify any program markings or any notice of Company’s or its


licensors’ proprietary rights;

(b)

modify, make derivative works of, disassemble, reverse compile, or reverse


engineer any part of the services (the foregoing prohibition includes but is not


limited to review of data structures or similar materials produced by programs),


or access or use the services in order to build or support, and/or assist a third


party in building or supporting, products or services competitive to Company;

(c)

use the Service in a way that could damage, disable, overburden, impair or


compromise our systems or security or interfere with other users;

(d)

disclose results of any services or program benchmark tests without Company’s prior written consent;

(e)

license, sell, rent, lease, transfer, assign, distribute, display, host, outsource,


disclose, permit timesharing or service bureau use, or otherwise commercially


exploit or make the services, Service or materials available, to any third party


other than, as expressly permitted under the terms of the agreement; and

(f)

You agree not to use or permit use of the services, including by uploading,



emailing, posting, publishing or otherwise transmitting any material, for any



purpose that may (a) menace or harass any person or cause damage or injury



to any person or property, (b) involve the publication of any material that is false,



defamatory, harassing or obscene, (c) violate privacy rights or promote bigotry,



racism, hatred or harm, (d) constitute unsolicited bulk e-mail, “junk mail”, “spam” or chain letters; (e) constitute an infringement of intellectual property or other



proprietary rights, or (f) otherwise violate applicable laws, ordinances or



regulations. In addition to any other rights afforded to Company under the



agreement, Company reserves the right to remove or disable access to any



material that violates the foregoing restrictions. Company shall have no liability



to you in the event that Company takes such action. You agree to defend and



indemnify Company against any claim arising out of a violation of your obligations



under this section.


4


FEES



    1. Subscription and Service Fees for Providers


      1. All subscription and service fees to access and use the Kensho Site and/or Services are detailed on the Kensho Site website.


      2. You are responsible for all fees assessed by Stripe or any payment platform adopted by the Company.

      3. You agree to pay all Fees & Charges in the manner as directed by Company, at the time they are required and as a condition of using the Service.


      4. If the you fail to pay an amount due under this Agreement by a due date, the Company may charge interest on the overdue amount at no more than 10% per annum compounding daily and withhold access to the Service.


      5. Continued failure to pay fees and interest may result in Termination. Please see Section 11.


  1. PAYMENTS MADE TO PROVIDERS THROUGH KENSHO SITE


    1. Engagements. Kensho Site is an online marketplace that, in addition to other features, connects Providers and Customers for potential independent Engagements as may be agreed upon between the parties (referred to herein as “Engagements”). Company shall not be a party to any contract between Providers and Customers. Company facilitates Engagements by supplying a platform for communication management and payment tools.


    2. Transaction Fee. Company will assess a per-transaction “Transaction Fee” to offset its expenses, including but not limited to those related to promoting trust and safety on the Kensho Site platform as well as other operational costs of running the platform. In the event of non-performance of any Services by the Provider, the Transaction Fee is non- refundable. Transaction Fees are listed on the website.


    3. Marketing on Provider’s Business Website: Providers are allowed to market services on their own business websites (“Provider Business Website”) that are the same or similar to services offered on the Kensho Site platform, but Provider warrants and represents that fees for such services shall not be less than the fees listed through the Kensho Site. Offering lesser fees on Provider Business Website for same or similar services to those offered on the Kensho Site Platform will be considered breach of this Agreement.


    4. No Guidance. Kensho Site does not control, manage, or provide any guidance with respect to the determination of independent contractor or employee status, subsequent agreements between Customer and Provider, or services performed by or payments made to the Provider pursuant to an independent Contractor Engagement. Kensho Site may request from Provider additional documentation, such as an W-9, progress report, statement of work, or provide follow up questions or requests to verify a Provider’s status as an independent contractor and ensure continued compliance with respect to this Agreement.


    5. Refunds. At Kensho Site we value our customers’ satisfaction in using our Service. For our Website Reviews we offer a 30-day money back guarantee. Provider warrants and represents that it will honor the Kensho Site Refund Guarantee, and return any funds requested by the Company for the purpose of refunding Customers.


    6. Non-Performance/Cancellation. In the event that an Provider does not perform any services for which it has taken payment through the Kensho Site Platform, and Customer is entitled to a refund, Provider agrees to refund the full amount paid by Customer to the Customer including the costs of the Transaction Fee as well. Company will not be responsible for Transfer Fee costs.


    7. Promotions. Company may, at its sole discretion, make available promotions with different features to any of our Customers or prospective Customers. These promotions, unless made to you, shall have no bearing whatsoever on your Agreement or relationship with the Company.

    8. Credit Card Authorization. Upon addition of a new payment method or each transaction request, Company may seek authorization of your selected payment method to verify your payment method, and protect against unauthorized behavior.


  2. AUTHORIZING OTHER USERS (WARRANTIES AND REPRESENTATIONS)


    1. You may authorize employees, agents and service providers (the “Service Provider” or “Service Providers”) to access the Service.


    2. By authorizing Service Providers to access the Service, you warrant and represent that:


      1. Service Providers are at least 18 years of age and/or a legal entity capable of forming binding contracts.


    3. If you are collecting, or have authorized a Service Provider to collect, any information from minors under 18, including children under 13, you warrant and represent that you, or the Authorized Service Provider on your behalf, have obtained verifiable parental consent in writing.


    4. You are solely responsible for the security of your Username and password for access to the Service.


    5. You are responsible for ensuring that any Users you authorize to use the Service complies with this Agreement in full. Company accepts no liability for claims by Service Providers authorized by you in breach of this Agreement.


  3. USER-GENERATED CONTENT


    1. You own your content, but you allow us certain rights to it, so that we can display and share the content you post. We have the right to remove content if we need to.


    2. Responsibility for User-Generated Content. You may create content, written or otherwise, while using the Service (“User-Generated Content”). You are solely responsible for the content of, and any harm resulting from, any User-Generated Content that you post, upload, link to or otherwise make available via the Service, regardless of the form of that content. Any liability, loss or damage that occurs as a result of the use of any User-Generated Content that you make available or access through your use of the Service is solely your responsibility. We are not responsible for any public display or misuse of your User-Generated Content.


    3. Right to Post. You represent and warrant that you have the right to post all User- Generated Content you submit. Specifically, you warrant that you have fully complied with any third party licenses relating to User-Generated Content, and have taken all steps necessary to pass through to end users any required terms.


    4. Company May Modify or Remove Content. We have the right (though not the obligation) to, in our sole discretion, determine whether or not any User-Generated Content appropriate and complies with this Agreement or our Terms of Service, or refuse or remove any User-Generated Content that, in our reasonable opinion, is in any way harmful, inappropriate, or objectionable. We further reserve the right to make formatting and edits and change the manner any User-Generated Content that is displayed on the Website.


    5. Ownership of User-Generated Content. Except for Content that originates from the Company, we do not claim Ownership of any Content that is transmitted, stored, or processed in your account. You retain all Ownership of, control of, and responsibility for User-Generated Content you post. You may control access to your User-Generated Content through settings in your user account.

    6. License Grant. Solely to allow us to use Content you upload to the Service reasonably without violating any rights you have in it, you grant us the following rights: by posting any Content via the Platform, you expressly grant us and our successors a worldwide, sublicenseable, fully-paid and royalty-free, and non-exclusive license to use, reproduce, display, modify, adapt, distribute, and perform the Content in connection with our business purpose. This license does not grant us the right to sell User-Generated Content or otherwise distribute it outside of our Website. This license will terminate at the time when the Content is removed from the Website.


  4. NON-DISCLOSURE


    1. By virtue of the agreement, the parties may have access to information that is confidential to one another (“confidential information”). We each agree to disclose only information that is required for the performance of obligations under the agreement. Confidential information shall be limited to the terms and pricing under the agreement, your data residing in the services environment, and all information clearly identified as confidential at the time of disclosure.


    2. A party’s confidential information shall not include information that: (a) is or becomes a part of the public domain through no act or omission of the other party; (b) was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (c) is lawfully disclosed to the other party by a third party without restriction on the disclosure; or (d) is independently developed by the other party.


    3. We each agree to hold each other’s confidential information in confidence for a period of three years from the date of disclosure. Also, we each agree to disclose confidential information only to those employees or agents who are required to protect it against unauthorized disclosure in a manner no less protective than under the agreement. Company will protect the confidentiality of your data residing in the services environment in accordance with the Company security practices specified in the services policies referenced in the ordering document. Nothing shall prevent either party from disclosing the terms or pricing under the agreement in any legal proceeding arising from or in connection with the agreement or from disclosing the confidential information to a governmental entity as required by law.


  5. WARRANTIES, DISCLAIMERS & EXCLUSIVE REMEDIES


    1. COMPANY DOES NOT GUARANTEE THAT THE SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, OR THAT COMPANY WILL CORRECT ALL SERVICES ERRORS. YOU ACKNOWLEDGE THAT COMPANY DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. COMPANY IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.


    2. TO THE EXTENT NOT PROHIBITED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS INCLUDING FOR HARDWARE, SYSTEMS, NETWORKS OR ENVIRONMENTS OR FOR MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE.


    3. TO THE EXTENT PERMITTED BY LAW, COMPANY’S LIABILITY FOR BREACH OF THIS AGREEMENT OR OTHERWISE IN CONNECTION WITH THE SERVICE, INCLUDING ANY IMPLIED WARRANTY OR CONDITION THAT CANNOT BE EXCLUDED, IS RESTRICTED AT COMPANY’S OPTION TO THE RE-SUPPLY OF SERVICES, OR PAYMENT OF THE COST OF RE-SUPPLY OF SERVICES (IF APPLICABLE).

  6. TEMPORARY SERVICE FAILURE


    1. In the event of any Service Failure, Company may issue you a credit. Company is not required to issue refunds or to make payments against such credits under any circumstances, including without limitation termination of this Agreement. Credits issued are the your sole and exclusive remedy for any Service Failure.


  7. TERMINATION


    1. Upon termination of the Agreement, all rights granted herein shall revert to Company. All access to and use of the Service by the User must then cease, and all materials, applications and tools downloaded from the Service must be erased, deleted, or destroyed.


    2. Termination by Mutual Agreement. Either Party may terminate this agreement for convenience upon no less than thirty (30) days written notice. All clauses which are meant by their nature to survive Termination, including, without limitation, Confidentiality, Ownership, Payment, etc. shall survive the termination of this Agreement.


    3. Termination for Breach. Either Party may terminate this Agreement upon material breach by the other party unless cured within seven (7) days of receipt of notice of breach.


    4. Termination due to Bankruptcy or Dissolution. Either party may terminate this Agreement (i) immediately upon the filing of a voluntary or involuntary petition for bankruptcy by the other party or by a creditor of the other party; (ii) the appointment of a receiver with respect to the other party’s assets, or an assignment by the party for the benefit of its creditors; or (iii) upon the winding down or dissolution of either Party’s business.


  8. LIMITATION OF LIABILITY


    1. NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE OR PROFITS (EXCLUDING FEES UNDER THE AGREEMENT), DATA, OR DATA USE. COMPANY’S MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THE SERVICE or THIS AGREEMENT, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL IN NO EVENT EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNTS ACTUALLY PAID TO COMPANY FOR THE SERVICE IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. ANY DAMAGE IN YOUR FAVOR AGAINST COMPANY SHALL BE REDUCED BY ANY REFUND OR CREDIT RECEIVED BY YOU UNDER THE AGREEMENT AND ANY SUCH REFUND AND CREDIT SHALL APPLY TOWARDS THE LIMITATION OF LIABILITY.


  9. EXPORT


    1. Export laws and regulations of the United States and any other relevant local export laws and regulations apply to the services. You agree that such export control laws govern your use of the Service (including technical data) and any services deliverables provided under this agreement, and you agree to comply with all such export laws and regulations (including “deemed export” and “deemed re-export” regulations). You agree that no data, information, Service programs and/or materials resulting from services (or direct product thereof) will be exported, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws including, without limitation, nuclear, chemical, or biological weapons proliferation, or development of missile technology.

  10. FORCE MAJEURE


    1. Neither party shall be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other license); other event outside the reasonable control of the obligated party. Both parties will use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than 30 days, either party may cancel unperformed services upon written notice. This section does not excuse either party’s obligation to take reasonable steps to follow its normal disaster recovery procedures or your obligation to pay for the services.


  11. DISPUTE RESOLUTION


    1. Governing Law. The Terms are governed by the laws of the State of Delaware, without regard to its conflict of laws rules, and the laws of the United States of America. These laws will apply no matter where in the world you live, but if you live outside of the United States, you may be entitled to the protection of the mandatory consumer protection provisions of your local consumer protection law.


    2. Arbitration. You and Kensho agree that any dispute or claim arising from or relating to the Terms shall be finally settled by final and binding arbitration, using the English language, administered by the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rules then in effect. Arbitration will be handled by a sole arbitrator in accordance with those rules. Judgment on the arbitration award may be entered in any court that has jurisdiction. Any arbitration under the Terms will take place on an individual basis--class arbitrations and class actions are not permitted. You understand that by agreeing to the Terms, you and Kensho are each waiving the right to trial by jury or to participate in a class action or class arbitration. Notwithstanding the foregoing, each party shall have the right to bring an action in a court of proper jurisdiction for injunctive or other equitable or conservatory relief, pending a final decision by the arbitrator. You may instead assert your claim in “small claims” court, but only if your claim qualifies, your claim remains in such court, and your claim remains on an individual, non-representative, and non-class basis.


    3. Costs of Arbitration. Payment for any and all reasonable AAA filing, administrative, and arbitrator fees will be in accordance with the Consumer Arbitration Rules.


    4. Forum. We’re based in Delaware, so any legal action against Kensho related to our Services must be filed and take place in Delaware.. That means the seat of any arbitration shall be Delaware. For any actions not subject to arbitration, you and Kensho agree to submit to the personal jurisdiction of a state or federal court located in Delaware.


    5. Government Exception. If you are a government agent or entity in the United States using the Services in your official capacity, and you are legally unable to agree to the clauses in this section, then those clauses do not apply to you. In that case, the Terms and any action related to the Terms will be governed by the laws of the United States (without reference to conflict of laws) and, in the absence of federal law and to the extent permitted under federal law, the laws of the State of Delaware.


    6. Modifications. If we make any changes to this “Disputes with Kensho” section after the date you last accepted the Terms, those changes will not apply to any claims filed in a legal proceeding against Kensho prior to the date the changes became effective. Kensho will notify you of substantive changes to the “Disputes with Kensho” section at least 30 days prior to the date the change will become effective. If you do not agree to the modified terms, you may send Kensho a written notification (including email) or close your account within those 30 days. By rejecting a modified term or permanently closing your account, you agree to arbitrate any disputes between you and Kensho in accordance with the provisions of this “Disputes with Kensho” section as of the date you last accepted the Terms, including any changes made prior to your rejection. If you reopen your closed

      account or create a new account, you agree to be bound by the current version of the Terms.


  12. ATTORNEYS’ FEES


    1. In the event that either Party breaches any portion of this Agreement, the prevailing Party in an action to enforce this Agreement may recover from the other its reasonable attorneys’ fees and costs, if employment of an attorney was necessary.


  13. NOTICES


    1. The Provider can direct notices, enquiries, complaints and so forth to Company at this address:hello@kenshohealth.com


    2. A consent, notice or communication under this Agreement is effective if it is sent as an electronic communication unless required to be physically delivered under law.


  14. STATISTICAL INFORMATION


    1. Company may compile statistical information related to the performance of the services, and may make such information publicly available, provided that such information does not incorporate your data and/or identify your confidential information or include your company’s name. Company retains all intellectual property rights in such information.


  15. THIRD PARTY WEBSITES


    1. The services may enable you to add links to Web sites and access to content, products and services of third parties, including users, advertisers, affiliates and sponsors of such third parties. Company is not responsible for any third party Web sites or third party content provided on or through the services and you bear all risks associated with the access and use of such Web sites and third party content, products and services.


  16. CUSTOMER REFERENCE


    1. You agree (i) that Company may identify you as a Provider of services and use your logo in sales presentations, marketing materials and press releases, and (ii) to develop a brief customer profile for use by Company for promotional purposes.


  17. GENERAL


    1. Formation. This Agreement is formed when the Provider acknowledges their consent to this Agreement, whether done electronically or physically.


    2. Entire Agreement. This agreement, including all schedules and Appendices constitutes the entire understanding and contract between the Parties and supersedes any and all prior and contemporaneous, oral or written representations, communications, understandings, and agreements between the Parties with respect to the subject matter hereof. The Parties acknowledge and agree that neither of the Parties is entering into this agreement on the basis of any representations or promises not expressly contained herein.


    3. Disclaimer. Each party acknowledges that it has not relied on any representation, warranty or statement made by any other party, other than as set out in this Agreement.

    4. UITA. The Uniform Computer Information Transactions Act does not apply to this agreement. You understand that Company’s business partners, including any third party firms retained by you to provide computer consulting services, are independent of Company and are not Company’s agents. Company is not liable for nor bound by any acts of any such business partner, unless the business partner is providing services as an Company subcontractor on an engagement ordered under this Service as a service agreement.


    5. Relationship. The relationship of the parties to this Agreement does not form a joint venture or partnership.


    6. Waiver. No clause of this Agreement will be deemed waived and no breach excused unless such waiver or consent is provided in writing.


    7. Further Assurances. Each party must do anything necessary (including executing agreements and documents) to give full effect to this Agreement and the transaction facilitated by it.


    8. Counterparts. This Agreement may be executed in any number of counterparts. All counterparts together will be taken to constitute one instrument.


    9. Severability. Any clause of this Agreement, which is invalid or unenforceable is ineffective to the extent of the invalidity or unenforceability without affecting the remaining clauses of this Agreement.


Kensho LLC

A DELAWARE COMPANY

Terms of Use


Last updated on August 15, 2018

These Terms are Legally Binding


Welcome to Kensho. These Terms of Use (“Terms”) form a legally binding contract between you (“you,”“your” or “User”) and Kensho (“we,” “us”, “our” or “Kensho”). As part of these Terms, you agree to comply with the most recent version of our Privacy Policy, which is incorporated by reference into these Terms.


Kensho Inc. is a Wellness Company dedicated to curating the best providers for users searching for wellness practices. (the “Service”). The Kensho site (the “Site”) is comprised of various web pages operated by Kensho Inc. (“Kensho”), including the Kensho App. Kensho is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein (the “Terms”). Your use of Kensho constitutes your agreement to all such Terms. Please read these terms carefully, and keep a copy of them for your reference.


Any new tools, products, services, features, or marketplaces added to the Service shall be subject to this Terms of Use. We reserve the right to update and change the Terms of Use by posting updates and changes on the Kensho website at any time. You can review the updated Terms of Use at any time here: (link). You agree that it is your responsibility to check the Terms of Use from time to time for any updates or changes that may impact you, your purchase, or your marketplace. If you access or use the Service, or continue accessing or using the Service after being notified of a change to the Terms or the Privacy Policy, you confirm that you have read, understand and agree to be bound by the new Terms and Privacy Policy.


Please feel free to contact us at help@kensho.com for any questions, inquiries or issues.


We Do Not Offer Medical Advice


THE CONTENT, INCLUDING ALL TEXT, GRAPHICS AND OTHER INFORMATION, DISPLAYED ON THE KENSHO WEBSITE AND RELATED SOCIAL MEDIA PLATFORMS (THE “SITE”) IS FOR INFORMATIONAL PURPOSES ONLY. THE CONTENT IS NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTH PROVIDER WITH ANY QUESTIONS YOU MAY HAVE REGARDING A MEDICAL CONDITION.


WHILE WE MAKE REASONABLE EFFORTS TO PROVIDE YOU WITH ACCURATE CONTENT, WE MAKE NO GUARANTEES, REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESSED OR IMPLIED, WITH RESPECT TO PROFESSIONAL QUALIFICATIONS, EXPERTISE, QUALITY OF WORK, PRICE OR COST INFORMATION, INSURANCE COVERAGE OR BENEFIT INFORMATION, OR ANY OTHER CONTENT AVAILABLE THROUGH THE SERVICES. IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON ANY SUCH CONTENT. FURTHERMORE, WE DO NOT IN ANY WAY ENDORSE OR RECOMMEND ANY INDIVIDUAL OR ENTITY LISTED OR ACCESSIBLE THROUGH THE SERVICES. “CONTENTMEANS CONTENT,

TEXT, DATA, GRAPHICS, IMAGES, PHOTOGRAPHS, VIDEO, AUDIO, INFORMATION, SUGGESTIONS, GUIDANCE, AND OTHER MATERIALS PROVIDED, MADE AVAILABLE OR OTHERWISE FOUND THROUGH THE SERVICES AND/OR SITE, INCLUDING, WITHOUT LIMITATION, CONTENT PROVIDED IN DIRECT RESPONSE TO YOUR QUESTIONS OR POSTINGS.


Disputes


Please note that Section 19 (Disputes) with Kensho contains an arbitration clause and class action waiver. By agreeing to the Terms, you agree to resolve all disputes through binding individual arbitration, which means that you waive any right to have those disputes decided by a judge or jury, and that you waive your right to participate in class actions, class arbitrations, or representative actions.


TERMS OF USE


  1. USER ACCOUNTS


    1. Registering. Kensho users can sign up for a user account by following the instructions on the Site. Kensho reserves the right to reject any new registration or cancel any existing account at any time and for any reason.


    2. Users may only register for an account for themselves or for a company or group that they have the authority to represent. Users represent and warrant that they have the authority to bind their employer, company, or group to this Terms of Use.


    3. It is the User’s responsibility to choose and maintain a secure password to access the Service. Users acknowledge that Kensho is not liable for any breach, loss, or damage from your failure to maintain the security of an account and/or password.


    4. Misuse of Account. Users shall not:


      1. Select or use a User ID with the intent to impersonate another person;


      2. Use another User ID without appropriate authorization;


      3. Select a User ID that is offensive, vulgar or obscene.


    5. Users are responsible for all activity that occurs on their account. Users must immediately notify Kensho of any unauthorized use of their account, or any other account related security breach of which a User is aware.


    6. Any breach or violation of any term in the Terms of Use as decided solely by Kensho will result in the immediate termination of the account.


  2. WARRANTIES


    1. User Warranties. You warrant and represent, and can demonstrate to our full satisfaction upon request, that:


      1. You are either at least 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and is fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms, and to abide by and comply with these Terms. Kensho does not knowingly collect personal information from persons under the age of

        thirteen (13). If You are thirteen or under you are not permitted to use the Service.


      2. You own or otherwise controls all rights to any uploaded Content or have full authority to act on behalf of any and all owners of any right, title or interest in and to any Content uploaded to the Service, and have permission to use the name and likeness of each identifiable individual person uploaded to the Service.


      3. All information and User Content posted or transmitted through the Service is the sole responsibility of the User from which such content originated. Kensho will not be liable for any errors or omissions in any User Content.


    2. We do not endorse or have control over any User Content, nor can we guarantee the authenticity of any information that Users may provide about themselves, including their identity.


    3. You acknowledge that all Content accessed using the Service is at your own risk and you will be solely responsible and liable for any damage or loss to you or any other party resulting therefrom.


  3. CHILDREN


    1. We are committed to protecting the privacy of children. You should be aware that this Site is not intended or designed to attract children under the age of 13. If you are under the age o f 13, please do not use this site.


  4. USER CONTENT


    1. User Content. You may upload images, videos, text, comments, graphics, etc. of (collectively, the “User Content”) as part of your use of the Service.


    2. Rights and Licenses. When you upload User Content to the Service, you grant Kensho and its authorized sub-licensees and distributors, a worldwide, non-exclusive, royalty-free, right and license to reproduce, distribute, digitally transmit, stream, display, create derivate works of, communicate to the public, synchronize, and collectively exploit your content and all associated copyrightable works or metadata for the purposes of providing the Service. The foregoing license grant does not affect your ownership or license rights in User Content, including the right to grant additional licenses to the material. You agree to indemnify Kensho and its affiliates, directors, officers and employees and hold them harmless from any and all claims and expenses, including attorneys' fees, arising from the media and/or your failure to comply with these the terms described in this document.


    3. Personal Information. The personal information you submit to Kensho is governed by the Kensho Privacy Policy.


    4. Communication Services. The Site may contain functionalities (including blogs, message boards, user reviews, etc.) that allows users to upload content to the Site (collectively the "Communication Services") and users may also upload content via our official brand presence on social media platforms and branded hashtags (including, without limitation Facebook, Twitter, Google Plus, YouTube, Instagram, LinkedIn, and Pinterest, collectively "Social Media Platforms"). You agree that you will not upload or transmit any communications or content of any via the Communication Services or Social Media Platforms that infringe or violate any rights of any party. By submitting communications or content via the Communication Services or Social Media Platforms, you agree that such submission is non-confidential for all purposes. You agree to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service.

      Kensho is not responsible for the operation, terms of use or policies of any Social Media Platform. Before using any Social Media Platform. You should review the terms of use and policies of all Social Media Platforms before making use of their services. If you make any submission via the Communication Services or a Social Media Platform or if you submit any business information, idea, concept or invention to Kensho by email, you automatically grant or warrant that the owner of such content or intellectual property has expressly granted Kensho a royalty-free, perpetual, irrevocable, world-wide nonexclusive license to use, reproduce, create derivative works from, modify, publish, edit, translate, distribute, perform, and display the communication or content in any media or medium, or any form, format, or forum now known or hereafter developed. Kensho may sublicense its rights through multiple tiers of sublicenses. If you wish to keep any business information, ideas, concepts or inventions private or proprietary, do not submit them via the Communication Services or Social Media Platforms or to Kensho by email. We try to answer every email in a timely manner, but are not always able to do so.


    5. Photos and Videos. You agree to only post or upload media (like photos, videos or audio) on the Kensho site or a Social Media Platform that you have taken yourself or that you have all rights to transmit and license and which do not violate trademark, copyright, privacy or any other rights of any other person. By uploading any media on the Kensho site or a Social Media Platform, you warrant that you have permission from all persons appearing in your media for you to make this contribution and grant rights described herein. Never post a picture or video of or with someone else unless you have their explicit permission.


    6. Hate Speech. It is strictly prohibited to upload media of any kind that contain expressions of hate, abuse, offensive images or conduct, obscenity, pornography, sexually explicit or any material that could give rise to any civil or criminal liability under applicable law or regulations or that otherwise may be in conflict with these Terms and Conditions, the Kensho Advertising Policy and the Kensho Privacy Policy.


    7. Emergencies. In cases where you feel threatened or believe someone else is in danger, you should contact your local law enforcement agency immediately. If you think you may have a medical emergency, call your doctor or 911 immediately.


    8. Infringing Material. Kensho has no obligation to monitor the Communication Services. However, Kensho reserves the right to review all Content prior to submission to the site and to remove any media for any reason, at any time, without prior notice, at our sole discretion. Kensho reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request.


  5. COMMUNICATIONS


    1. By creating an account on our Service, you agree to subscribe to newsletters, marketing or promotional materials and other information sent by us or any third party.


    2. You may opt out of receiving any, or all, of these communications from us or third parties by following the unsubscribe link or instructions provided in any email we send.


  6. THIRD PARTY SERVICES


    1. We may provide links to third-party web sites or offer to you certain third party services including but not limited to the ability to connect with wellness providers (collectively, “Third Party Service(s)). Such Third Party Services are provided “AS IS” without indemnification, support, or warranty of any kind, and this Agreement does not apply to your use of any such offered Third Party Services.

    2. You are responsible for evaluating whether you want to access or use such Third Party Services, and, in certain circumstances where required or applicable, may opt-out from such Third Party Services available outside of the Site, or may choose to not utilize such Third Party Services at any time. We reserve the right to suspend Third Party Services at any time. You should review any applicable terms and/or privacy policies of a Third Party Service before using it or sharing any information with it, because you may give the operator permission to use your information outside of what you have agreed to herein. We are not responsible for, nor endorse any features, content, advertising, products or other materials on or available from such Third Party Services.


    3. Kensho also may select certain sites as priority responses to search terms you enter and Kensho may agree to allow advertisers to respond to certain search terms with advertisements or sponsored content. Kensho does not recommend and does not endorse the content on any third-party websites. Kensho is not responsible for the content of linked third-party sites, sites framed within the Kensho Site, third-party sites provided as search results, or third-party advertisements, and does not make any representations regarding their content or accuracy. Your use of third-party websites is at your own risk and subject to the terms and conditions of use for such sites.


  7. PAYMENTS


    1. We reserve the right at any time to change our fees (including to begin charging for services that we are currently providing free of charge) and billing methods, either immediately upon posting on the Site or by email delivery to you.


    2. If you wish to purchase any product or service made available through the Service or from any third party ("Purchase"), you may be asked to supply certain information relevant to your Purchase including, without limitation, your credit card number, the expiration date of your credit card, and your billing address.


    3. You represent and warrant that: (i) you have the legal right to use any credit card(s) or other payment method(s) in connection with any Purchase; and that (ii) the information you supply is true, correct and complete.


    4. The Site may employ the use of third party services 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. The Site reserves the right to refuse or cancel your order at any time for reasons including but not limited to: product or service availability, errors in the description or price of the product or service, error in your order, if fraud or an unauthorized or illegal transaction is suspected, or other reasons.


  8. CONDITIONS OF USE


    1. You agree that you shall only use the Service for legal purposes and shall NOT:


      1. engage in any conduct that is unlawful, immoral, threatening, abusive or in a way that is deemed unreasonable by Kensho in its sole discretion.


      2. use the Service and/or Item in any manner inconsistent with this Agreement;


      3. act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the Service or any operating system;


      4. infringe our intellectual property rights or those of any third party in relation to your use of the Service and/or Item;

      5. transmit any material that is confidential or proprietary;


      6. use the Service and/or Item in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users;


      7. collect social security or insurance number, financial account number, drivers’ license number, health information, or other sensitive information required to be secured under applicable local, state, provincial, national, or other law, rule, or regulation, or for which disclosure is required in case of a data breach without first obtaining our prior written consent; and


      8. collect or harvest any information or data from the Service or attempt to decipher any transmissions to or from the servers running any Service;


      9. access the Service in order to build a similar or competitive product or service or copy any ideas, features, functions, or graphics of the Service;


      10. use the Service in any manner that may harm minors or that interacts with or targets people under the age of thirteen;


      11. impersonate any person or entity, including, but not limited to, an employee of ours, or falsely state or otherwise misrepresent your affiliation with a person, organization or entity;


      12. use the Service to provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act or other laws and regulations concerning national security, defense or terrorism;


      13. access, search, or create accounts for the Service by any means other than our publicly supported interfaces (for example, "scraping" or creating accounts in bulk);


      14. send unsolicited communications, promotions or advertisements, or spam;


      15. send altered, deceptive or false source-identifying information, including "spoofing" or "phishing";


      16. sublicense, resell, time share or similarly exploit the Service;


      17. authorize, permit, enable, induce or encourage any third party to do any of the above.


  9. ACCESS & USE


    1. We reserve the right to upgrade, maintain, tune, backup, amend, add or remove features, redesign, improve or otherwise alter the Service.


  10. INTELLECTUAL PROPERTY


    1. You acknowledge that Kensho retains ownership of all Intellectual Property of Kensho incorporated in the Service (including all improvements, enhancements, updates and corrections) and any Intellectual Property generated by Kensho in the process of providing the Service.


    2. You may use software, proprietary systems and Intellectual Property owned by Kensho, or for which Kensho has appropriate authority to use, and you agree that such

      Intellectual Property is protected by copyright, trade marks, patents, proprietary rights and other laws, both domestically and internationally. You warrant that you shall not knowingly infringe on any third-party rights through the use of the Service.


    3. You agree and accept that any Intellectual Property generated by you in connection with the Service is owned absolutely by Kensho and vests in Kensho immediately, including:


      1. Kensho name, trade marks, logo and design; and


      2. any text, images, graphics, source code, usage data, ideas, enhancements, feature requests, suggestions or other information provided by the User or any other party with respect to the Service.


    4. You further warrant that by using the Service you will not:


      1. use any Intellectual Property of Kensho without express permission;


      2. copy any part of the Service for the User’s own commercial purposes; or


      3. directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, architecture, algorithms contained in any documentation associated with it.


    5. To the extent that any derivative works cannot be assigned to Kensho, you hereby grants Kensho a perpetual and irrevocable (irrespective of the expiration or termination of this Agreement), non-exclusive, transferable, worldwide, and royalty-free license to reproduce, distribute, perform, and display any derivative works of the Service developed by or for the User, and to use, make, have made, sell, offer to sell, import, export, and otherwise exploit any product based on any such derivative works.


    6. All materials posted on this website are protected by the copyright laws in the United States and in foreign countries. Kensho authorizes you to view or copies of the material on the Kensho Site solely for your personal, noncommercial use. Any special rules for the use of certain software and other items accessible on the Site are incorporated into these Terms by reference. All rights not expressly granted herein are reserved to Kensho and its licensors.


    7. If you violate any of these Terms, your permission to use the materials automatically terminates and you must immediately destroy any copies you have made of any portion of the materials.


  11. ADVERTISING


    1. Some of our services may be supported by advertising revenue and may display advertisements and promotions. You agree that we may place such advertising and promotions on the Platform, or on, about, or in conjunction with your User Content. The manner, mode, and extent of such advertising and promotions are subject to change without specific notice to you.


    2. You are not entitled to any compensation for such advertisements. The manner, mode and extent of such advertising are subject to change without specific notice to you. User Content (including any that may have been created by users employed or contracted by Kensho) does not necessarily reflect the opinion of Kensho.


    3. You grant us permission to use and send push notifications, emails, alerts, marketing and promotional materials, email campaigns, and other reasonable forms of communications.

  12. FEEDBACK


    1. You acknowledge that any and all:


      1. Suggestions for correction, change, and modification to our Services, information and reports you provide to us, and other feedback (including but not limited to quotations of written or oral feedback), (collectively “Feedback”); and


      2. Improvements, updates, modifications, or enhancements, whether made, created, or developed by us, or otherwise relating to Feedback (collectively, “Revisions”);


      3. are and will remain our property. All Feedback and Revisions become the sole and exclusive property of Kensho and we may use and disclose Feedback and/or Revisions in any manner and for any purpose whatsoever without further notice or compensation to you, and without your retention of any proprietary or other right or claim.


    2. You assign to us any and all right, title, and interest (including, but not limited to, any patent, copyright, future copyright, trade secret, trademark, show-how, know-how, and any and all other intellectual property right) that you may have in and to any and all Feedback and Revisions.


    3. You agree to waive any moral rights you may have in any and all Feedback and Revisions, and consent to any act which amounts to an infringement of any such moral right, in favour of Kensho. At our request, you will execute any document, registration or filing required to give effect to these provisions.


  13. WARRANTIES, DISCLAIMERS & EXCLUSIVE REMEDIES


    1. KENSHO DOES NOT GUARANTEE THAT THE SERVICE WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, OR THAT KENSHO WILL CORRECT ALL SERVICE ERRORS. YOU ACKNOWLEDGE THAT KENSHO DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. KENSHO IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.


    2. TO THE EXTENT NOT PROHIBITED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS INCLUDING FOR HARDWARE, SYSTEMS, NETWORKS OR ENVIRONMENTS OR FOR MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE.


    3. TO THE EXTENT PERMITTED BY LAW, KENSHO’S LIABILITY FOR BREACH OF THIS AGREEMENT OR OTHERWISE IN CONNECTION WITH THE SERVICE, INCLUDING ANY IMPLIED WARRANTY OR CONDITION THAT CANNOT BE EXCLUDED, IS RESTRICTED AT KENSHO’S OPTION TO THE RE-SUPPLY OF SERVICE, OR PAYMENT OF THE COST OF RE-SUPPLY OF SERVICE (IF APPLICABLE). IN NO EVENT SHALL WE BE LIABLE TO YOU (OR TO ANY THIRD PARTY CLAIMING UNDER OR THROUGH YOU) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING FROM YOUR USE OF, OR INABILITY TO USE, THE SITE AND/OR THE SERVICES. THESE EXCLUSIONS APPLY TO ANY CLAIMS FOR LOST PROFITS, LOST DATA, LOSS OF GOODWILL, COMPUTER FAILURE OR MALFUNCTION, ANY OTHER COMMERCIAL DAMAGES OR LOSSES, OR MEDICAL MALPRACTICE OR NEGLIGENCE OF HEALTHCARE PROVIDERS UTILIZED THROUGH USE OF THE SERVICES, EVEN IF WE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY

      OF SUCH DAMAGES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED IN ACCORDANCE HEREIN TO THE MAXIMUM EXTENT PERMITTED BY LAW.


  14. TEMPORARY SERVICE FAILURE


    1. In the event of any Service Failure, Kensho may issue you a credit. Kensho is not required to issue refunds or to make payments against such credits under any circumstances, including without limitation termination of this Agreement. Credits issued are the your sole and exclusive remedy for any Service Failure.


  15. LIABILITY & INDEMNITY


    1. Kensho is not liable for (1) any content posted by Users on our Site or Service; (2) contracts, contractual obligations, or other obligations that may arise from an employment, contractor, or other relationship between Users; (3) any review of content posted on our Site or Service; (4) any damages that result through the use of our Service; (5) any negative or critical comments that may be posted by Users, or other third party through the Service; or (6) any of the Third Party Service(s) you may be provided pursuant to your use of the Service.


    2. We are not required to or under any obligation to review, screen, edit, monitor or remove any content posted on our Site, although we reserve the right to do so, and to take any other action, in Kensho’s discretion, with or without notice, to prevent any violation, enforce any provision, or rectify any alleged violations of this Agreement or any applicable law.


    3. YOU AGREE THAT YOU USE THE SITE ENTIRELY AT YOUR OWN RISK. KENSHO DOES NOT GUARANTEE THE ACCURACY OF DATA CAPTURED THROUGH ITS SOFTWARE. THE SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN.


    4. YOU AGREES TO INDEMNIFY KENSHO FOR ANY LOSS, DAMAGE, COST OR EXPENSE THAT KENSHO MAY SUFFER OR INCUR AS A RESULT OF OR IN CONNECTION WITH YOUR USE OF OR CONDUCT IN CONNECTION WITH THE SOFTWARE AND/OR ITEM, INCLUDING ANY BREACH BY YOU OF THIS AGREEMENT.


    5. IN NO CASE SHALL KENSHO, OUR DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, INTERNS, SUPPLIERS, SERVICE PROVIDERS OR LICENSORS BE LIABLE FOR ANY INJURY, LOSS, CLAIM, OR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOST SAVINGS, LOSS OF DATA, REPLACEMENT COSTS, OR ANY SIMILAR DAMAGES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, ARISING FROM YOUR USE OF ANY OF THE SERVICE OR ANY PRODUCTS PROCURED USING THE SERVICE, OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE SERVICE OR ANY PRODUCT, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE SERVICE OR ANY CONTENT (OR PRODUCT) POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICE, EVEN IF ADVISED OF THEIR POSSIBILITY. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN

      SUCH STATES OR JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.


    6. TO THE EXTENT PERMITTED BY LAW, KENSHO’S LIABILITY FOR BREACH OF THIS AGREEMENT OR OTHERWISE IN CONNECTION WITH THE SERVICE OR THE PROJECT, INCLUDING ANY IMPLIED WARRANTY OR CONDITION THAT CANNOT BE EXCLUDED, IS RESTRICTED AT KENSHO’S OPTION TO THE RE- SUPPLY OF SERVICE, OR PAYMENT OF THE COST OF RE-SUPPLY OF SERVICE (IF APPLICABLE).


  16. RELEASE


    1. As an inducement to Kensho permitting you to access and use the Service, you hereby agree to release Kensho, and its affiliates and subsidiaries, and each of its and their respective officers, directors, agents, partners, and Workers from all damages (whether direct, indirect, incidental, consequential, or otherwise), losses, liabilities, costs, and expenses of every kind and nature, known and unknown, arising out of or in any way connected with disputes between you and third parties (including other Users) in connection with the Service. In addition, you waive any applicable law or statute, which says, in substance:


    2. “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE RELEASED PARTY."


  17. ATTORNEYS’ FEES


    1. In the event that either Party breaches any portion of this Agreement, the prevailing Party in an action to enforce this Agreement may recover from the other its reasonable attorneys’ fees and costs, if employment of an attorney was necessary.


  18. NOTICES


    1. The User can direct notices, enquiries, complaints and so forth to Kensho at this address:


      help@kensho.com


    2. A consent, notice or communication under this Agreement is effective if it is sent as an electronic communication unless required to be physically delivered under law. You consent to receive electronic communications and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communications be in writing.


  19. DISPUTES


    1. If you’re upset with us, let us know, and hopefully we can resolve your issue. But if we can’t, then these rules will govern any legal dispute involving our Service:


    2. Governing Law. The Terms are governed by the laws of the State of Delaware, without regard to its conflict of laws rules, and the laws of the United States of America. These laws will apply no matter where in the world you live, but if you live outside of the United States, you may be entitled to the protection of the mandatory consumer protection provisions of your local consumer protection law.

    3. Arbitration. You and Kensho agree that any dispute or claim arising from or relating to the Terms shall be finally settled by final and binding arbitration, using the English language, administered by the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rules then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms you can find them here or by calling the AAA at 1–800–778–7879). Arbitration will be handled by a sole arbitrator in accordance with those rules. Judgment on the arbitration award may be entered in any court that has jurisdiction. ANY ARBITRATION UNDER THE TERMS WILL TAKE PLACE ON AN INDIVIDUAL BASIS--CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED. YOU UNDERSTAND THAT BY AGREEING TO THE TERMS, YOU AND KENSHO ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION OR CLASS ARBITRATION. Notwithstanding the foregoing, each party shall have the right to bring an action in a court of proper jurisdiction for injunctive or other equitable or conservatory relief, pending a final decision by the arbitrator. You may instead assert your claim in “small claims” court, but only if your claim qualifies, your claim remains in such court, and your claim remains on an individual, non-representative, and non-class basis.


    4. Costs of Arbitration. Payment for any and all reasonable AAA filing, administrative, and arbitrator fees will be in accordance with the Consumer Arbitration Rules.


    5. Forum. We’re based in Delaware, so any legal action against Kensho related to our Service must be filed and take place in the State of Delaware. That means the seat of any arbitration shall be in Delaware. For any actions not subject to arbitration, you and Kensho agree to submit to the personal jurisdiction of a state court located in the State of Delaware.


    6. Government Exception. If you are a government agent or entity in the United States using the Service in your official capacity, and you are legally unable to agree to the clauses in this section, then those clauses do not apply to you. In that case, the Terms and any action related to the Terms will be governed by the laws of the United States (without reference to conflict of laws) and, in the absence of federal law and to the extent permitted under federal law, the laws of the State of Delaware.


    7. Modifications. If we make any changes to this “Disputes with Kensho” section after the date you last accepted the Terms, those changes will not apply to any claims filed in a legal proceeding against Kensho prior to the date the changes became effective. Kensho will notify you of substantive changes to the “Disputes with Kensho” section at least 30 days prior to the date the change will become effective. If you do not agree to the modified terms, you may send Kensho a written notification (including email) or close your account within those 30 days. By rejecting a modified term or permanently closing your account, you agree to arbitrate any disputes between you and Kensho in accordance with the provisions of this “Disputes with Kensho” section as of the date you last accepted the Terms, including any changes made prior to your rejection. If you reopen your closed account or create a new account, you agree to be bound by the current version of the Terms.


  20. CHANGES TO THE TERMS


    1. We may update these Terms from time to time. If we believe that the changes are material, we’ll definitely let you know by doing one (or more) of the following: (1) posting the changes through the Service or (2) sending you an email or message about the changes. That way you can decide whether you want to continue using the Service. Changes will be effective upon the posting of the changes. You are responsible for reviewing and becoming familiar with any changes. Your use of the Service following the changes constitutes your acceptance of the updated Terms.


    2. The following provisions survive the expiration or termination of this Agreement for any reason whatsoever: Liability, User Content, Disputes, Feedback, Attorney’s Fees, Intellectual Property, Indemnity, and Jurisdiction.

  21. COPYRIGHT INFRINGEMENT


    1. If you believe any materials accessible on or from the Site infringe your copyright, you may request removal of those materials (or access thereto) from this web site by contacting Kensho at the address provided below and providing the following information:


      1. Identification of the copyrighted work that you believe to be infringed. Please describe the work, and where possible include a copy or the location (e.g., URL) of an authorized version of the work.


      2. Identification of the material that you believe to be infringing and its location. Please describe the material, and provide us with its URL or any other pertinent information that will allow us to locate the material.


      3. Your name, address, telephone number and (if available) e-mail address.


      4. A statement that you have a good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent, or the law.


      5. A statement that the information that you have supplied is accurate, and indicating that "under penalty of perjury," you are the copyright owner or are authorized to act on the copyright owner's behalf.


      6. A signature or the electronic equivalent from the copyright holder or authorized representative.


    2. Our address for Copyright issues is as follows: help@kensho.com

    3. In an effort to protect the rights of copyright owners, Kensho maintains a policy for the termination, in appropriate circumstances, of subscribers and account holders of the Site who are repeat infringers.


  22. GENERAL


    1. Waiver. No failure or delay by either party in exercising any right under the Terms, will constitute a waiver of that right. No waiver under the User Terms will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.


    2. Disclaimer. Each party acknowledges that it has not relied on any representation, warranty or statement made by any other party, other than as set out in this Agreement.


    3. Relationship. The relationship of the parties to this Agreement does not form a joint venture or partnership.


    4. Waiver. No clause of this Agreement will be deemed waived and no breach excused unless such waiver or consent is provided in writing.


    5. Further Assurances. Each party must do anything necessary (including executing agreements and documents) to give full effect to this Agreement and the transaction facilitated by it.


    6. Severability. Any clause of this Agreement, which is invalid or unenforceable is ineffective to the extent of the invalidity or unenforceability without affecting the remaining clauses of this Agreement.

    7. Entire Agreement. The Terms, including any terms incorporated by reference into the Terms, constitute the entire agreement between you and us and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. To the extent of any conflict or inconsistency between the provisions in these Terms and any pages referenced in these Terms, the terms of these Terms will prevail.