PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY. By clicking "Yes" below, you agree to be legally bound by these terms and conditions (the "Agreement"), and this Agreement will constitute a contract between you and ktMINE.
You are being granted access to the information contained on this site as a user of ktMINE (the "Product") pursuant to your employer's or client's (the "Company") master subscription agreement (the "Subscription Agreement"). You may have been granted access to the Product under a limited trial period and if so, your rights under this Agreement will be terminated at the expiration of the trial period. Your access to this site is subject to the following conditions:
You have been granted access to the information contained on this site as a user of ktMINE (the "Product") pursuant to your employer’s or client’s (the "Company") master subscription agreement (the "Subscription Agreement"). You may have been granted access to the Product under a limited trial period and if so, your rights under this Agreement will be terminated at the expiration of the trial period. Your access to this site is subject to the following conditions:
1. Authorized Users
The Product is intended for use by persons who have authenticated their identities and lawfully received passwords to the Product from ktMINE ("Authorized Users"). By using the Product in any manner, you represent and warrant to ktMINE that you are an Authorized User. In consideration of your use of the Product, you agree to maintain the security of your user name and password and must not give it to a third party.
2. Your Obligations and Conduct
a. The Product provides you, among other things, with access to analytical information developed by ktMINE. You agree to use the Product solely in accordance with all applicable contractual and security requirements provided to you by ktMINE or the Company.
b. You further agree you will not use the Product to engage in activities that would violate any applicable local, state, national, or international law, any governmental regulations, any fiduciary relationship, or any policies of the Company.
3. Intellectual Property Rights
a. As between you and ktMINE, the Product and all intellectual property rights therein are owned by ktMINE. You must not (i) modify, copy or create derivative works based on the Product; (ii) frame or mirror any content forming part of the Product; (iii) reverse engineer, disassemble, de-compile, translate, or attempt to derive the source code of the Product or any part thereof without prior permission in writing from ktMINE; (iv) remove or modify any copyright or trademark notice, or other notice of ownership; or (v) access the Product in order to (A) build a competitive product or service, or (B) copy any ideas, features, functions or graphics of the Product.
b. As between you and ktMINE, ktMINE shall retain exclusive ownership of the Product and the ideas embodied therein, and if you make any modification or derivative work of the Product in violation of this Agreement, you will, and hereby do, assign to the Product all of your rights, title, and interests in and to such modifications or derivative works and all intellectual property rights therein. You acknowledge that the Product and the content therein constitute the confidential, proprietary trade secrets of ktMINE. You hereby grant ktMINE a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Product any suggestions, enhancement requests, recommendations or other feedback provided by you relating to the operation of the Product.
c. All rights not explicitly granted hereunder shall remain with ktMINE. Unless explicitly stated herein, nothing in this Agreement shall be construed as conferring any license to intellectual property rights of ktMINE, whether by estoppel, implication, or otherwise.
4. Confidentiality
The Product contains information that is confidential or proprietary to ktMINE (the "Confidential Information"). "Confidential Information" does not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to ktMINE; or (ii) was known to the receiving party prior to its disclosure by you without breach of any obligation owed to ktMINE. You agree that you will maintain the Confidential Information as confidential and will not copy, disclose to third parties, nor use the Confidential Information for any purpose other than as explicitly allowed in this Agreement.
5. Term
This Agreement will take effect on the date you first access or use the Product and will continue during the period in which you are granted access to the Product in accordance with the Subscription Agreement between the Company and the Product. Upon such termination of this Agreement, (i) you will cease to have access to the Product and any content therein, (ii) all of your rights under this Agreement will cease, and (iii) at the request of ktMINE or the Company, you will return or destroy all copies of any such content, including Confidential Information, in your possession and certify in writing to ktMINE that you have done so. Rights and obligations under this Agreement that by their nature are intended to survive the termination of your authorization to use the Product will remain in full effect after such termination, including without limitation those of Sections 1 (Authorized Users), 3 (Intellectual Property Rights), 4 (Confidentiality), 6 (Disclaimer of Warranty), 7 (Limitation of Liability), and 8 (General Terms).
6. Disclaimer of Warranties
YOUR USE OF THE PRODUCT IS AT YOUR SOLE RISK UNLESS OTHERWISE EXPLICITLY STATED. THE PRODUCT, INCLUDING ALL SERVICES AND CONTENT IS PROVIDED ON AN "AS IS" "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS. TO THE EXTENT PERMITTED BY LAW ktMINE DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES OF ANY KIND, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. ktMINE MAKES NO REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES AS TO THE USEFULNESS, QUALITY, SUITABILITY, TRUTH, ACCURACY, OR COMPLETENESS OF THE PRODUCT.
ktMINE MAKES NO WARRANTY OR REPRESENTATION THAT: (a) THE PRODUCT WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (b) THE QUALITY OF ANY CONTENT, INFORMATION, OR OTHER MATERIAL OBTAINED FROM THE PRODUCT, WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS; OR (c) ANY ERRORS IN THE PRODUCT WILL BE CORRECTED.
7. Limitation of Liability
TO THE FULL EXTENT PERMITTED BY LAW, ktMINE IS NOT LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, OR PROFIT) ARISING OUT OF OR IN CONNECTION WITH THE PRODUCT OR CONTENT, EVEN IF ktMINE HAS PREVIOUSLY BEEN ADVISED OF, OR REASONABLY COULD HAVE FORESEEN, THE POSSIBILITY OF SUCH DAMAGES, HOWEVER THEY ARISE, WHETHER IN CONTRACT OR IN TORT.
To the extent that any jurisdiction does not allow the exclusion or limitation of indirect, incidental or consequential damages, portions of the above limitation or exclusion may not apply. ktMINE does not seek to exclude or restrict its liability for personal injury arising from its negligence.
8. General Terms
a. ktMINE reserves the right at any time in its sole discretion without liability to you or any third party to modify, suspend or terminate your access to the Product.
b. ktMINE may amend this Agreement by presenting a new agreement for acceptance or posting new terms on the website, whichever is appropriate to your use of the ktMINE website.
c. Any express waiver or failure to exercise promptly any right under this Agreement will not create a continuing waiver or any expectation of non-enforcement. If any provision of this Agreement is held invalid by any law or regulation of any government or by any court or arbitrator, such provision will be replaced with a new provision that accomplishes the original purpose, and the other provisions of this Agreement will remain in full force and effect.
d. This Agreement will for all purposes be governed, interpreted, construed and enforced solely and exclusively in accordance with the law of the State of Illinois without regard to its conflicts of laws rules. ktMINE and you hereby submit to the exclusive jurisdiction of state and federal courts located in the City of Chicago, State of Illinois. YOU WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION TO ENFORCE OR DEFEND ANY RIGHT UNDER THIS AGREEMENT OR ANY AMENDMENT, ORDER FORM, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR TO BE DELIVERED IN CONNECTION WITH THIS AGREEMENT OR ARISING FROM ANY RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT, AND AGREE THAT ANY ACTION WILL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.
e. This Agreement constitutes the entire agreement between you and ktMINE relating to their subject matter, and cancels and supersedes any prior versions of this Agreement. No modification to this Agreement will be binding, unless in writing and signed by an authorized ktMINE representative. You may not assign, sublicense, delegate or otherwise transfer this Agreement or any right granted hereunder. However, as to ktMINE and the Company, nothing in this Agreement amends or supersedes any Subscription Agreement between ktMINE and the Company. If there is any conflict between the provisions of this Agreement and the Subscription Agreement (including any order forms), the Subscription Agreement will control.