Terms of Use

Welcome to the KBACE Technologies, Inc. website (this “Website”).  Please read these terms and conditions (“Terms of Use”) carefully, because they set forth the important terms you will need to know about this Website.  In these Terms of Use, the terms “you” and “yours” refers to the person using this Website.  The terms “we,” “our,” “us,” and “KBACE” refer to KBACE Technologies, Inc.

Use of this Website is governed by the Terms of Use below.  By using this Website you agree to abide by these Terms of Use.  If you do not agree with any of these Terms of Use, do not use this Website.

KBACE is a corporation organized under the laws of the State of Nevada.  The servers that host this Website are located in the United States, and any personal details you provide us will be processed by KBACE in the United States.  For information about the way in which we use, process and share personal information that we may obtain about you, please refer to our Website Privacy Policy.  KBACE expressly excludes any representation or warranty, express or implied, with respect to the information available on this Website.  KBACE makes no representation about any third-party websites that may be accessed via links from this Website.  By using this Website, you agree that the law of the State of New Hampshire, without regard to its conflict of laws principles, will govern all matters between you and KBACE with respect to your use of this Website. 

Intellectual Property Rights

Ownership
All content, text, images, data, information and other material displayed, available or present on this Website (“Content”), including any intellectual property rights in such Content (including without limitation trademarks and copyrights) (hereinafter “Intellectual Property Rights”), are the property of KBACE, its affiliates, its licensors or the designated owners, and are protected by applicable intellectual property laws.  You should assume that everything you see or read on this Website is copyrighted unless otherwise noted, and may not be used without our written permission, except as otherwise provided in these Terms of Use.

Authorized and Prohibited Uses
You may download and print copies of the Content without modification or alteration in any way, so long as you comply with these Terms of Use and applicable laws. Except as may otherwise be expressly authorized by these Terms of Use, you may not otherwise reproduce, sell, publish, distribute, modify, display, or use any of this Website or the Content without our prior written permission.  You agree not to infringe upon any Intellectual Property Rights or remove or modify related proprietary notices contained in this Website or the Content.

User Content
Except as provided in our Website Privacy Policy, any content that you submit to this Website or KBACE, whether directly or through a third-party website (“User Content”) will be deemed to be non-confidential and may be disclosed through this Website to unknown persons on a worldwide basis without control by KBACE, including for browsing, downloading, printing and other uses by such other persons or entities.  You agree not to submit User Content to this Website or KBACE except for User Content that is fully authorized for purposes of this Website and these Terms of Use, and by posting User Content on this Website, you warrant and represent that you own the rights to the User Content or are otherwise authorized to post, distribute, display, perform, transmit, or otherwise distribute User Content.  It is your obligation to determine the extent to which User Content you submit is protected by applicable intellectual property laws.  You agree that KBACE shall have, and hereby grant to KBACE, a worldwide, royalty-free, perpetual, irrevocable, sublicenseable, non-exclusive right and license to translate, reproduce, sell, publish, distribute, modify, adapt, display, perform, promote, link to or use, in any form or media, any User Content that you submit to this Website or KBACE.  KBACE does not endorse any User Content, or third party product or service that may appear on this Website.  Nothing in these Terms of Use shall obligate KBACE to use any User Content you submit or permit the posting of such User Content on this Website.

Registration and Passwords 
At times, we may require you to have a password and provide registration details to access portions of this Website.  To the extent that we do require a password and registration details, the details you provide must be correct, current, and complete.  If KBACE believes that the details are not correct, current, and complete, we have the right to refuse you access to the Website, or any of its resources, and to terminate or suspend your account, if any.  You are responsible for maintaining the confidentiality of any password(s) you are given to access this Website, and you are fully responsible for all activities that occur under your password(s).  KBACE shall not be liable for any loss that you incur as a result of someone else using your password, either with or without your knowledge. You may be held liable for any losses incurred by KBACE, its affiliates, officers, directors, employees, consultants, agents, and representatives due to someone else’s use of your account or password.  You agree to notify us immediately of any unauthorized use of your password(s).  We reserve the absolute right not to issue a password to any person or entity.  

Software Downloads
Any KBACE software that is made available to download from this Website (“Software”) is the copyrighted work of KBACE and/or its affiliates or suppliers. The Software is made available for downloading solely for your use pursuant to the end user license agreement (“EULA”) applicable to the Software, and any reproduction or redistribution of the Software other than as permitted in the EULA is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible. In addition, downloading Software is prohibited if you are visiting this Website from any of the countries to which the export of software is prohibited by the U.S. Department of Commerce.  Without limiting the foregoing, copying or reproduction of the software to any other server or location for further reproduction or redistribution is expressly prohibited.

Restricted Rights
The information that is downloaded from this Website for or on behalf of the Government of the United States of America and/or its agencies (“US Government”) is provided with Restricted Rights.  Use, duplication, or disclosure by the US Government is subject to the restrictions set forth in DFARS 252.227-7013 and FAR 52.227-14 and 48 CFR 52.227-19, as applicable.

Compliance with the Digital Millennium Copyright Act 
KBACE respects the rights of all copyright holders and in this regard, we have adopted and implemented a policy that provides for the termination in appropriate circumstances of users of this Website who infringe the rights of copyright holders.  If you believe that your work has been copied in a way that constitutes copyright infringement, please provide our Copyright Agent the following information required by the Digital Millennium Copyright Act, 17 U.S.C. Section 512:

(a) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; 

(b) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works;

(c) Identification of the Content that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and the information reasonably sufficient to permit KBACE to locate the Content;

(d) Information reasonably sufficient to permit KBACE to contact the complaining party;

(e) A statement that the complaining party has a good faith belief that the use of the Content in the manner complained of is not authorized by the copyright owner, its agent, or the law;

(f) A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

For copyright inquiries under the Digital Millennium Copyright Act, please contact KBACE’s Copyright Agent at: 

Copyright Agent
KBACE Technologies, Inc. 
Attn: Mesmer & Deleault, PLLC
41 Brook Street
Manchester, NH 03104
United States of America
Phone:   603-668-1971
Fax:  603-622-1445
Email: mailbox@biz-patlaw.com

Website Administration

Access Arrangements and Fees
Your use of this Website shall be in accordance with any and all procedures, forms, formats, displays and operating times which may be determined, specified or modified by KBACE in its discretion.  You are responsible for all software, hardware, interconnections, fees, expenses, costs and taxes for you to access or use this Website.  

At this time, we do not charge a fee to use this Website, but we reserve the right to impose or modify fees in connection with premium features of this Website at any time without liability.  Payment of any such fees shall be due and payable thirty (30) days from the date of invoice unless otherwise agreed by you and KBACE or unless otherwise required by KBACE.  

Linking
Unless otherwise agreed upon between you and KBACE, no link shall be made to any page of this Website except a direct link to the top page (http://www.kbace.com) without framing.  In addition, any link to this Website must be immediately followed by notice to KBACE via e-mail at webmaster@kbace.com.  Moreover, in the event KBACE deems your linking practices in relation to this Website to be inappropriate, KBACE may provide you with notice concerning removal or modification of the inappropriate link, and you agree to comply with any and all requirements of KBACE relating thereto.  

Access to Website 
While it is KBACE’s objective is to make the Website accessible 24 hours per day, 7 days per week, the Website may be unavailable from time to time for any reason including, without limitation, routine maintenance. You understand and acknowledge that due to circumstances both within and outside of the control of KBACE, access to the Website may be interrupted, suspended or terminated from time to time.  KBACE shall have the right at any time to change or discontinue any aspect or feature of the Website, including, but not limited to, Content, hours of availability and equipment needed for access or use. 

Import/Export Control
You agree not to submit any User Content to this Website or commit any act involving the transfer of information relating to any User Content in violation of applicable import/export control, espionage or national security laws.

Your Obligations

Compliance
You agree to comply with all applicable laws in connection with your use of this Website.

Unsuitable Content and Conduct
User shall not engage in conduct or submit to this Website any User Content or other material that is illegal, inaccurate, misleading, misappropriated, infringing, dilutive, defamatory, obscene, offensive, or otherwise objectionable. User shall not cause damage, embarrassment or adverse publicity to KBACE.

Functional Compatibility and System Abuse
You will submit only User Content that is functionally and technically compatible with this Website.  You will not attempt to and will not damage, corrupt, tamper with or infect this Website, the Content or any information or telecommunication system of KBACE with a virus or other malicious computer program.  You will only use this Website for the permitted purposes stated in these Terms of Use, and will not engage in abusive activity with respect to this Website, or undertake any other activity which may adversely affect the use or enjoyment of this Website by any person.  You are prohibited from using any services or facilities provided in connection with this Website to compromise security or tamper with system resources and/or accounts.  The use or distribution of tools designed for compromising security (e.g., password guessing programs, cracking tools or network probing tools) is strictly prohibited. If you become involved in any violation of system security, KBACE reserves the right to release your details to system administrators at other sites and law enforcement authorities in order to assist them in resolving security incidents. 

Your Cooperation and Notification
You agree to cooperate with all reasonable requests of KBACE and will notify KBACE promptly upon learning of any actual or suspected breach of these Terms of Use by you or unauthorized use or abuse of this Website.

Warranty Disclaimers 
THIS WEBSITE, ITS CONTENT, AND ITS LINKS ARE PROVIDED ON AN “AS IS” BASIS AND ARE USED ONLY AT YOUR SOLE RISK, TO THE FULLEST EXTENT PERMISSIBLE BY LAW.  KBACE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND, REGARDING THIS WEBSITE (INCLUDING ITS CONTENT, HARDWARE, SOFTWARE AND LINKS), INCLUDING ANY IMPLIED WARRANTIES AS TO FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, NON-INFRINGEMENT, RESULTS, ACCURACY, COMPLETENESS, ACCESSIBILITY, COMPATIBILITY, SECURITY AND FREEDOM FROM COMPUTER VIRUS.  IF APPLICABLE LAW DOES NOT ALLOW THE EXCLUSION OF SOME OR ALL OF THE ABOVE IMPLIED WARRANTIES TO APPLY TO YOU, THE ABOVE EXCLUSIONS WILL APPLY TO YOU TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. 

Limitations on Liability and Remedies
KBACE'S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO ANY DISPUTE WITH KBACE (INCLUDING WITHOUT LIMITATION YOUR USE OF THE WEBSITE) IS TO DISCONTINUE YOUR USE OF THE WEBSITE.  KBACE AND ITS VENDORS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGE ARISING FROM YOUR USE OF THIS WEBSITE OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OR REGISTRATION WITH KBACE.  THESE EXCLUSIONS FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES INCLUDE, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOST DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF KBACE HAD BEEN ADVISED OF THE POSSIBILITY THEREOF AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY UPON WHICH THE CLAIM IS BASED.  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, KBACE AND ITS VENDORS' LIABILITY IN SUCH STATE OR JURISDICTION SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.  KBACE DOES NOT ENDORSE, WARRANT OR GUARANTEE ANY PRODUCT OR SERVICE OFFERED THROUGH THIS WEBSITE AND WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.  IN ANY EVENT, IF ANY OF THE ABOVE PROVISIONS IN THIS SECTION ARE NOT ENFORCEABLE IN AN APPLICABLE JURISDICTION, THE MAXIMUM LIABILITY OF KBACE WILL BE LIMITED TO, IN THE SOLE DISCRETION OF KBACE, EITHER THE (1) CORRECTION OR DELETION OF ANY INACCURATE CONTENT OR LINK; OR (2) REFUND OF ANY FEES FOR THIS WEBSITE RECEIVED BY KBACE FROM YOU.

Indemnification
You agree to defend, indemnify and hold harmless KBACE and its affiliates, officers, directors, employees and contractors from any demands, claims, damages, liabilities, expenses or harms, including attorneys fees, arising in connection with your use of this Website, online conduct, breach of these Terms of Use, or dealings or transactions with other persons resulting from use of this Website.  

Miscellaneous

Third Party Sites and Other Information
This Website may contain as a convenience to you, content, links and other information submitted by third parties over whom KBACE has no control or responsibility, as well as translations thereof which KBACE may arrange.  KBACE has no obligation to monitor, control or restrict the use of this Website, or third party websites accessible via links on this Website.  These other sites are not under KBACE’s control, and you acknowledge that (whether or not such sites are affiliated in any way with KBACE) KBACE is not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the content of such sites. The inclusion of such a link does not imply endorsement of any site by KBACE or any association with its operators.   

Separate Terms and Conditions
From time to time in connection with your use of and/or access to Content contained in certain areas of this Website, it may be necessary for you to consent to policies or terms and conditions in addition to these Terms of Use.  You should read carefully any such additional terms and conditions before making any use of such Content or areas of this Website.  Any such terms will not vary or replace these Terms of Use regarding any use of this Website, unless otherwise expressly stated.  

Website Privacy Policy
KBACE is concerned about privacy and has developed a policy to address privacy concerns. You can find the current privacy policy at www.kbace.com/privacy (the “Website Privacy Policy”).  The Website Privacy Policy is hereby incorporated into these Terms of Use by reference, and constitutes a part of these Terms of Use.

Dispute Resolution; Applicable Law and Forum
With respect to any and all disputes arising out of or in connection with this Website or these Terms of Use (including without limitation the Website Privacy Policy), KBACE and you agree to negotiate in good faith and undertake reasonable efforts to cooperate with one another in order to achieve a mutually satisfactory resolution. 

KBACE has no obligation to become involved in any dispute between a user and any other person. This Website, these Terms of Use and any dispute arising in connection therewith shall be exclusively governed by and construed in accordance with the laws of the State of New Hampshire without regard to its conflict of law principles. KBACE and you agree that all disputes arising under these Terms of Use shall be brought by you in your individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding, and shall be resolved by confidential binding arbitration administered by the American Arbitration Association (“AAA”) in New Hampshire, or another forum mutually agreed upon by you and KBACE, pursuant to the Commercial Arbitration Rules (“Rules”) of the AAA by a sole arbitrator nominated by agreement of you and KBACE and confirmed in accordance with the Rules.  If AAA is not hearing consumer commercial disputes at the time, KBACE may select another arbitral body in its sole discretion.  The arbitrator’s award shall be binding and may be entered as a judgment in a court of competent jurisdiction.  You agree that KBACE is entitled to obtain preliminary injunctive relief to the extent allowed by law to enforce any of the terms of these Terms of Use pending a final arbitral decision.

Modification of Terms of Use, Etc.
These Terms of Use and the Website Privacy Policy referenced herein constitute the complete agreement between you and KBACE with respect to their subject matter and supersede any prior agreement or communication. These Terms of Use are subject to change from time to time.  KBACE will endeavor to post a notice of any changes to these Terms of Use for a period of thirty (30) days following any such modifications. Therefore, you are advised to review these Terms of Use occasionally, or at least every thirty (30) days.  Your continued use of this Website subsequent to KBACE’s notice of modification of these Terms of Use shall constitute your acceptance of the modified Terms of Use. If any term or provision of these Terms of Use shall be found to be invalid, illegal or otherwise unenforceable, such finding shall not affect the other terms or provisions of these Terms of Use, or the whole of these Terms of Use, but such term or provision shall be deemed modified to the extent necessary to render such term or provision enforceable, and the rights and obligations of you and KBACE shall be construed and enforced accordingly, preserving to the fullest permissible extent the intent and agreements set forth in these Terms of Use.  Your obligations pursuant to these Terms of Use shall survive termination of any use by you of this Website, any Content on this Website, or these Terms of Use.

Contact Information
If you have any questions regarding these Terms of Use or this Website, please contact us by email at webmaster@kbace.com.