Terms of Service

October 1, 2016

Terms of Service

Welcome to Kemvi! By using the Kemvi intelligence platform (the “Platform”), which enables our clients to create, manage, prioritize and forecast sales opportunities, and related service offerings (collectively, the “Services”), including use of the www.kemvi.com web site and its subdomains (the “Website”), you indicate your unconditional acceptance of the following Terms of Service on your own behalf and on behalf of any organization you represent.

Throughout these Terms of Service, “you” or “your” may refer as applicable to the user accessing or using any of the Services (each a “user”) or to the organization which uses the Services and/or subscribes to the Services to enable one or more of its employees or contractors to act as a user of the Services (“Corporate Subscriber”). Please read these Terms of Service carefully, as they may have changed since your last visit.

We reserve the right to change these Terms of Service from time to time for any reason, which shall be effected by posting of the updated Terms of Service to www.kemvi.com/terms; provided that such changes shall not apply to any fee-bearing subscriptions to the Services which are then in effect until the expiration or termination of such subscription. These Terms of Service apply to all of Kemvi’s services and features unless otherwise indicated.

PLEASE READ THESE TERMS OF SERVICE CAREFULLY, AS THEY CREATE A BINDING CONTRACT BETWEEN YOU AND KEMVI. FURTHER, THESE TERMS OF SERVICE CONTAIN AN AGREEMENT TO ARBITRATE, WHICH REQUIRES THAT YOU AND KEMVI ARBITRATE CERTAIN CLAIMS BY BINDING, INDIVIDUAL ARBITRATION INSTEAD OF GOING TO COURT AND LIMITS CLASS ACTION CLAIMS, UNLESS YOU OPT OUT OF THE AGREEMENT TO ARBITRATE AS DESCRIBED IN THE ARBITRATION SECTION (SEE SECTION 18 “AGREEMENT TO ARBITRATE”).

1. Scope of Service

Kemvi Inc. (“Kemvi” “our” or “we”) maintains the Website, and provides Services, as a service to the user community that visits the Website subject to these Terms of Service. The Services include a platform to help our clients create, manage, prioritize and forecast sales opportunities.

You are responsible for obtaining any equipment and Internet service necessary to access our Services and Services and for paying any fees for the equipment and service you select. We may alter, suspend, or discontinue this Website and/or our Services, in whole or in part, at any time and for any reason, without notice, except that we will continue to make available the Services for any subscription period for which you have paid in advance. We may restrict access to portions of our Services and/or Services, for some or all users, from time to time. The Website may also periodically become unavailable due to maintenance or malfunction of computer equipment or for other reasons.

2. Registration

  1. Number of Users

    If you are a Corporate Subscriber, you may subscribe to appoint one or more users under your account with Kemvi, subject to any applicable per user fees. Users may have different levels of authorization. If you are a Corporate Subscriber, you agree that these Terms of Service apply to all of the users who access our Service using the Login Credentials (as defined below) selected by, or provided to, you or your users.

  2. Registration

    Certain of our Services are reserved for registered users. In order to become a registered user (or “client”), we will ask you to complete a registration form and provide a user name or email and create a password (“Login Credentials”). You may be asked to identify which users are appointed as managers (“Managers”), where Managers (and their related Login Credentials) will have broader access than other users. During any such registration, you are required to give truthful contact information (such as name and email address) in accordance with these Terms and Conditions.

    You are responsible for protecting your Login Credentials from unauthorized use, and you are responsible for all activity that occurs on your account (including without limitation financial obligations). You agree to notify us immediately if you believe that your Login Credentials have been or may be used without your permission so that appropriate action can be taken. We are not responsible for losses or damage caused by your failure to safeguard your Login Credentials.

    For your convenience as a Kemvi user or subscriber, all information that you provide to Kemvi is subject to Kemvi’s Privacy Policy. You are responsible for keeping your registration information up to date through your account page, to the extent such feature is made available on the Website.

  3. Acknowledgement to Receive Email or Push Notifications

    As a user of Kemvi, you agree to receive emails from us regarding our Services. We may from time to time send you push notifications or email messages with information about upcoming events, or information about our service offerings from us and our partners. You may opt-out from receiving our newsletter by emailing team@kemvi.com or selecting to unsubscribe as may be provided in the applicable e-mail correspondence.

3. Subscriptions and Payments

  1. Subscription and Fees

    We may make available the Services for free or for a fee from time to time. We reserve the right to change our fee structure at any time, except for the subscription fees applicable to any then-current fee-bearing subscription period. If you purchase any Services that we offer for a fee, either on a one-time or subscription basis, you agree to pay Kemvi directly or via its designated third party payment processing service provider. You also agree to pay the applicable fees for such Services (including, without limitation, periodic fees for subscriptions) as they become due plus all related taxes. You may cancel your subscription as provided on the Website from time to time. We may refuse to renew any subscription.

  2. Payment

    You agree that Kemvi may charge your payment method for any services, subscriptions or products you purchase and for any additional amounts (including any taxes and late fees, as applicable) that may be accrued by or in connection with your account associated with your Login Credentials. YOU ARE RESPONSIBLE FOR THE TIMELY PAYMENT OF ALL FEES AND FOR PROVIDING KEMVI WITH A VALID PAYMENT METHOD FOR PAYMENT OF ALL FEES THROUGH ONE OF THE METHODS THAT WE LIST ON OUR SERVICES FROM TIME TO TIME. Prices for products and services offered via the Services (each, a “Product”) may change at any time, and the Services do not provide price protection or refunds in the event of a price reduction or promotional offering.

  3. Billing and Payment Policy

    All information that you provide to register with Kemvi including your credit card information or payment account information is subject to Kemvi’s Privacy Policy. We may use a third party payment service to bill you through an online account (your “Billing Account”) for your subscription payment or purchase of Products in lieu of directly processing your credit card information. By submitting your payment account information, you grant Kemvi the right to store and process your information with the third party payment service, which it may change from time to time; you agree that Kemvi will not be responsible for any failures of the third party to adequately protect such information. The processing of payments will be subject to the terms, conditions and privacy policies of third party payment service in addition to these Terms of Service. You acknowledge that we may change the third party payment service and move your information to other service providers that encrypt your information using secure socket layer technology (SSL) or other comparable security technology.

  4. Refunds

    Other than an expressly set forth on our Services as updated from time to time, Kemvi has no obligation to provide refunds or credits, but may grant them in certain circumstances, as a result of specific refund guarantee promotions, or to correct any errors made by Kemvi, in each case in Kemvi’s sole discretion.

5. User Content

  1. Submitted Content

    You are solely responsible for any data, text, files, information, usernames, images, graphics, photos, profiles, audio and video clips, sounds, musical works, works of authorship, applications, links and other content or materials (collectively, “User Content”) that you submit, use, display or share on or via the Service. You must not submit, upload, post, display or share any User Content that you do not have the right to copy, use or share for the purpose of your use of the Services. If you choose to provide information or User Content to use, register for or participate in a service, event, or promotion on our Services, you agree that you will provide accurate, complete, and up to date information as requested on the screens that collect information from you.

  2. Corporate Accounts

    You may link our Services to your e-mail, CRM, accounting and other systems, as may be permitted by our Services from time to time (“Corporate Accounts”), such as Salesforce.com, Microsoft Outlook, or Google Mail. By connecting to our Services with a Corporate Account, you authorize Kemvi and the third party service provider applicable to such Corporate Account to share certain information about you with each other. We may receive and store information about you, but not limited to, your user ID associated with your Corporate Account, and other information that you have permitted the third-party service provider to share with us, all of which shall constitute User Content. Your use of any third-party service provider is subject to its terms of service and privacy policy. You should always review, and if necessary, adjust your privacy settings on third party service providers and other third-party websites and services before linking or connecting them to our Services.

  3. Ownership and User of User Content

    Kemvi does not claim ownership of any User Content. By submitting such User Content, however, You hereby grant Kemvi the right to (i) copy, store and use that User Content for the purpose of providing you with our Services and (ii) modify the User Content to remove identifiers of you and any other individuals or companies, aggregate such information (“Aggregated Data”) and copy, store and use such Aggregated Data for the purpose of improving the Services generally.

  4. User Representations.

    You represent and warrant that: (i) you own the User Content submitted and used by you on or through the Service or otherwise have the right to grant the rights and licenses set forth in these Terms of Service; (ii) the submission and use of your User Content on or through the Service does not violate, misappropriate or infringe on the rights of any third party, including, without limitation, privacy rights, publicity rights, copyrights, trademark and/or other intellectual property rights; (iii) you agree to pay for all royalties, fees, and any other monies owed by reason of User Content you submit or use on or through the Service; and (iv) you have the legal right and capacity to enter into these Terms of Service in your jurisdiction.

  5. Monitoring

    We have the right, but not the obligation, to monitor User Content submitted to our Services, to determine compliance with these Terms of Service and any other applicable rules that we may establish. We have the right in our sole discretion to edit or remove any material submitted to or posted through our Services. Without limiting the foregoing, we have the right to remove any material that Kemvi, in its sole discretion, finds to be in violation of these Terms of Service or otherwise objectionable, and you are solely responsible for the User Content that you post to our Services.

  6. Required Disclosures

    You acknowledge and agree that Kemvi may store and/or preserve User Content and may also disclose User Content and/or other information provided by you if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the terms of these Terms of Service; © respond to claims that any User Content violates the rights of third-parties in accordance with these Terms of Service; and/or (d) protect the rights, property, or personal safety of Kemvi, its representatives and/or agents, its users or the public.

  7. Intellectual Property; Restricted License

    All information, text, images, audio, video, data, links, software, or other material which is not posted, uploaded or otherwise provided by you (“Kemvi Content”) if the property of Kemvi or its licensors. Kemvi Content is protected by copyright, trademark, patent, trade secret and other rights of Kemvi and its licensors, and, as between you and Kemvi, Kemvi retains all rights in the Kemvi Content and the Service, provided that, you have a non-transferable, non-sublicensable, non-exclusive, revocable, and limited right to access and use the Services and Kemvi Content solely for your use of the Services during the term of your subscription to the Services, subject to these Terms of Service.

    You shall not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying Kemvi Content and you will not reproduce, modify, adapt, prepare derivative works based on, perform, display, publish, distribute, transmit, broadcast, sell, license or otherwise exploit the Kemvi Content. Nothing contained on our Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use our Services or Kemvi Content or trademarks, through the use of framing or otherwise, except: (a) as expressly permitted by these Terms of Service; or (b) with our prior written permission or the permission of such third party that may own the trademark or copyright of material displayed on our Services. The service marks and trademarks of Kemvi, including without limitation “Kemvi™” and the Kemvi logos, are service marks owned by Kemvi Inc. Any other trademarks, service marks, logos and/or trade names appearing via the Service are the property of their respective owners. You may not copy or use any of these marks, logos or trade names without the express prior written consent of the owner. The Kemvi Content may contain typographical errors, other inadvertent errors, or inaccuracies. Kemvi reserves the right to make changes to document names and content, descriptions or specification, or other information, without obligation to issue any notice of such changes. You may view, copy, download, and print Kemvi Content that is made available to you on our Website or through our Services, subject to the following conditions:

    1. You may only use the Kemvi Content for your internal business purposes in compliance with all laws and regulations that apply to you. You may not resell or use the Services to provide services to any third party. You may not reproduce or transmit any part of our Services or its Kemvi Content in any form, by any means, electronic or mechanical, including photocopying and recording for any other purpose.
    2. You may not modify, alter, or prepare derivative works based on the Kemvi Content, or distribute copies of or publicly perform or display the Kemvi Content, including without limitation by posting the Kemvi Content on any network computer or distributing the Kemvi Content on or in any media.
    3. You may not remove copyright, trademark, and other proprietary notices from the Kemvi Content.

    Nothing contained within our Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use our Services or any Kemvi Content displayed on our Services, except: (a) as expressly permitted by these Terms of Service; or (b) with Kemvi’s prior written permission or the permission of the third party that owns the trademark or copyright of the Kemvi Content displayed on our Services.

We do not currently sell third-party products or services through our Website, but may do so in the future. We may, however, provide certain information or descriptions about products or services (collectively “Product Descriptions”) that we prepare or that we obtain from independent third parties, such as from third party vendors. We do not warrant that Product Descriptions or any prices that are referenced are accurate, complete, reliable, current or error-free. You agree that Kemvi is not liable in any way for the accuracy, completeness, timeliness or correct sequencing of the Product Descriptions or other Kemvi Content, or for any decision made or action taken by you relying upon the Product Descriptions or other Kemvi Content.

Our Services may provide you with the ability to link to external sites, or download content from third party sites, from time to time. Such external links on our Services will lead to other websites, including advertised products or content sold or otherwise made available by outside vendors and companies. We provide any such links as a convenience to you. We are not liable for the content, goods, services, advertising, or other materials found on any external websites. Although we may display ads and may have an affiliate referral relationship with third parties, we do not own or control outside companies selling products accessed through our Services, and are not responsible or liable for their company policies or the quality of their merchandise or services. Before buying anything, users are advised to carefully investigate the individual company policies of all online purchases that they intend to make. Any logo of an third party used on the Website is a trademark of such third party or its affiliates.

In no event shall any reference to any third party or third party product, content or service be construed as an approval or endorsement by Kemvi of that third party or of any product, content or service provided by a third party. Likewise, a link (including without limitation external websites that are framed by the Services as well as any advertisements displayed in connection therewith) to any third party website does not imply that we endorse or accept any responsibility for the content or use of such a website.

7. Indemnification

By using our Services, you agree to indemnify, hold harmless and defend Kemvi from any claims, damages, losses, liabilities, and all costs and expenses of defense, including but not limited to, attorneys’ fees, resulting directly or indirectly from a claim by a third party that arises in connection with your use of the Services, or any of your users use of the Services, and User Content that you submit for use in connection with the Services.

8. Prohibited Conduct

By accessing our Services or any online discussion forum or other service provided through our Services, you agree to abide by the following standards of conduct. You agree that you will not, and will not authorize or facilitate any attempt by another person to use our Services or any related online discussion forum or other service, to:

  1. Transmit any User Content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, offensive, obscene, pornographic, lewd, lascivious, or otherwise objectionable, as determined by Kemvi.
  2. Submit User Content you know is false, misleading, untruthful, or inaccurate.
  3. Engage in commercial activities on our Services or using our Services without Kemvi’s prior approval.
  4. Use a name or language that Kemvi, in its sole discretion, deems offensive.
  5. Utilize any automated means, including without limitation web spidering, to obtain content from this website.
  6. Post defamatory statements or hateful or racially or ethnically objectionable User Content.
  7. Post User Content which infringes another’s copyright, trademark or trade secret.
  8. Post unsolicited advertising or unlawfully promote products or services.
  9. Harass, threaten or intentionally embarrass or cause distress to another person or entity.
  10. Impersonate another person.
  11. Promote, solicit, or participate in any multi-level marketing or pyramid schemes.
  12. Exploit children under 18 years of age.
  13. Engage in disruptive activity such as sending multiple messages in an effort to monopolize any forum made available through the Services.
  14. Introduce viruses, worms, Trojan horses and/or harmful code to the Website or any other user.
  15. Obtain unauthorized access to any computer system through the Website.
  16. Invade the privacy of any person, including but not limited to posting personally identifying or otherwise private information about a person without their consent (or their parent’s consent in the case of a child under 13 years of age).
  17. Solicit personal information from children under 13 years of age.
  18. Violate any federal, state, local, or international law or regulation.
  19. Encourage conduct that would constitute a criminal or civil offense.

9. Disclaimer of Warranty.

Under no circumstances will we be liable for any loss or damage caused by your reliance on information in any Kemvi Content on our Services. It is your responsibility to evaluate the accuracy, completeness or usefulness of any information, opinion, advice or other content available through our Services. You are responsible for seeking the advice of professionals, as appropriate, regarding the evaluation of any specific information, opinion, advice or other Kemvi Content. USE OF THE SERVICES AND ANY KEMVI CONTENT IS ENTIRELY AT YOUR OWN RISK. YOU ACKNOWLEDGE THAT THE WEBSITE, THE KEMVI CONTENT, AND ALL SERVICES, TEXT, IMAGES, AND OTHER INFORMATION ON OR ACCESSIBLE FROM THIS WEBSITE OR SERVICES ARE PROVIDED “AS IS”, AND THAT ANY SUGGESTION OR OTHER CONTENT OBTAINED THROUGH THE USE OF THE SERVICES IS AT YOUR SOLE RISK AND DISCRETION. KEMVI AND ITS AFFILIATES AND LICENSORS ARE NOT LIABLE OR RESPONSIBLE FOR ANY RESULTS GENERATED THROUGH THE USE OF THE WEBSITE OR SERVICES. WE PROVIDE NO WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SPECIFICALLY, BUT WITHOUT LIMITATION, KEMVI DOES NOT WARRANT THAT: (I) THE KEMVI CONTENT AND INFORMATION AVAILABLE ON THIS SERVICES IS FREE OF ERRORS; (II) THE FUNCTIONS OR SERVICES (INCLUDING BUT NOT LIMITED TO MECHANISMS FOR THE DOWNLOADING AND UPLOADING OF CONTENT) PROVIDED BY THIS WEBSITE WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS; (III) DEFECTS WILL BE CORRECTED, OR (IV) THIS WEBSITE OR THE SERVER(S) THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

NEITHER KEMVI NOR ITS AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, BETWEEN USERS. KEMVI AND ITS AFFILIATES AND LICENSORS CANNOT AND DO NOT GUARANTEE THAT ANY PERSONAL INFORMATION SUPPLIED BY YOU WILL NOT BE MISAPPROPRIATED, INTERCEPTED, DELETED, DESTROYED OR USED BY OTHERS.

10. Limitation of Liability.

  1. Disclaimer

    IN NO EVENT SHALL KEMVI BE LIABLE TO ANY USER OF OUR SERVICES OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE, OR COSTS OF OBTAINING SUBSTITUTE GOODS OR SERVICES) ARISING OUT OF THE USE, INABILITY TO USE, UNAUTHORIZED ACCESS TO OR USE OR MISUSE OF THE WEBSITE OR ANY INFORMATION CONTAINED THEREON, WHETHER BASED UPON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

  2. Limitation

    KEMVI’S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM THIS AGREEMENT, CUMULATIVELY BETWEEN YOU AND KEMVI, SHALL NOT EXCEED THE GREATER OF (I) $10.00 OR (II) THE AGGREGATE AMOUNT YOU HAVE PAID TO KEMVI FOR THE SERVICES, IF ANY, IN THE THEN-PRIOR TWELVE (12) MONTH PERIOD.

  3. Waiver of Class Action.

    ANY CLAIMS BROUGHT BY YOU OR KEMVI MUST BE BROUGHT IN THAT PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

  4. Exclusions

    SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

11. Disputes and Release

Neither Kemvi nor its affiliates or licensors is responsible for the conduct, whether online or offline, of any user of the Service. Kemvi expressly disclaims any liability or claims that may arise between users of our Services or between users of our Services and third party vendors. You are solely responsible for your interactions with all other users and for your interactions with third party vendors and any disputes that arise from those interactions with other users or third party vendors. Kemvi may monitor disputes between users, but is not obligated to monitor, mediate, or resolve such disputes.

Because Kemvi is not responsible for or involved in any contact between users or between users and third party vendors, in the event that you have a dispute with one or more users or third party vendors, you hereby release Kemvi (and our officers, directors, agents, investors, subsidiaries, and employees) from any and all claims, demands, or damages (actual or consequential) of every kind, known and unknown arising out of or in any way related with such disputes.

If you are a California resident, you hereby waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor 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 debtor.”

12. No Implied Endorsements

In no event shall any reference to any third party or third party product or service be construed as an approval or endorsement by Kemvi of that third party or of any product or service provided by a third party. Likewise, a link to any non- Kemvi website does not imply that we endorse or accept any responsibility for the content or use of such a website. Kemvi does not endorse, warrant or guarantee any product or service offered by any third party through an online discussion forum or chat room accessible through our Services and will not be a party to or in any way monitor any transaction involving any third party providers of products or services. As with the purchase of a product or service through any medium or in any environment, you are responsible for exercising appropriate judgment and caution.

13. Children.

The Services are intended to serve a general audience and does not provide specific features or services targeted at children under age 18. We do not knowingly solicit personal information regarding children under age 18.

In an effort to protect the rights of copyright owners, we maintain a policy for the termination, in appropriate circumstances, of users of our Services who are repeat infringers.

14. Jurisdictional Issues.

We make no representation that information on our Services is appropriate or available for use outside the United States. Those who choose to access our Services from outside the United States do so on their own initiative and at their own risk and are responsible for compliance with applicable local laws. By using our Services, you consent to having your Personal Information (as defined in our Privacy Policy) transferred to and processed in the United States.

15. Termination.

We may terminate any user’s access to our Services, for any reason and at any time, with or without prior notice. It is our policy to terminate users who violate these terms and conditions, as deemed appropriate in our sole discretion. You agree that we are not liable to you or any third party for any termination of your access to our Services. Notwithstanding the foregoing, with respect to users of Corporate Subscribers, we may only terminate such users’ access for their (or the Corporate Subscribers’) breach of these Terms of Service.

You may terminate your account at any time by ceasing all use of the Service. Kemvi will have no obligation to provide a refund of any amounts previously paid to Kemvi. Upon termination of your account under these Terms of Service, all license rights granted by you to Kemvi shall survive termination. Even after your right to use the Service is terminated or suspended, these Terms of Service will remain enforceable against you.

16. Unsolicited Ideas and Feedback

While we welcome your feedback, ideas, and suggestions, it is important to be aware of the following restrictions. If you send us feedback, ideas, or suggestions (collectively, “unsolicited ideas”), you agree that: (1) your unsolicited ideas become the property of Kemvi and you are not owed any compensation in exchange; (2) none of the unsolicited ideas contain confidential or proprietary information of any third party; (3) Kemvi may use or redistribute unsolicited ideas for any purpose and in any way; (4) there is no obligation for Kemvi to review your unsolicited ideas; and (5) Kemvi has no obligation to keep any unsolicited ideas confidential.

17. Governing Law

These Terms, and any dispute between you and Kemvi, shall be governed by the laws of the Commonwealth of Massachusetts without regard to principles of conflicts of law, provided that the Federal Arbitration Act shall govern the interpretation and enforcement of the Arbitration. Unless you and we agree otherwise, in the event that Section 2 of the Federal Arbitration Act is found not to apply to you or to a particular claim or dispute, either as a result of your decision to opt-out of the Arbitration Procedures or as a result of a decision by the arbitrator or a court order, you agree that any claim or dispute that has arisen or may arise between you and the Kemvi must be resolved exclusively by a state or federal court located in the Commonwealth of Massachusetts, except that you or we are permitted to bring small claims actions in state court in the county in which you reside if such court has a small claims procedure. Except for such small claims court exceptions, you and Kemvi agree to submit to the personal jurisdiction of the courts located within the Commonwealth of Massachusetts for the purpose of litigating all such claims or disputes. You and Kemvi agree to waive trial by jury in any court proceeding.

18. Agreement to Arbitrate

Except if You opt-out or for disputes relating to your or Kemvi’s intellectual property (such as trademarks, trade dress, domain names, trade secrets, copyrights and patents); you agree that all disputes between You and Kemvi (whether or not such dispute involves a third party) arising out of or relating to these Terms of Service, the Services, and/or Privacy Policy shall be finally resolved by arbitration before a single arbitrator conducted in the English language in Boston, Massachusetts, U.S.A. under the Commercial Arbitration Rules of the American Arbitration Association (AAA) and you and Kemvi hereby expressly waive trial by jury. You and Kemvi shall appoint as sole arbitrator a person mutually agreed by you and Kemvi or, if you and Kemvi cannot agree within thirty (30) days of either party’s request for arbitration, such single arbitrator shall be selected by the AAA upon the request of either party. The parties shall bear equally the cost of the arbitration (except that the prevailing party shall be entitled to an award of reasonable attorneys’ fees incurred in connection with the arbitration in such an amount as may be determined by the arbitrator). All decisions of the arbitrator shall be final and binding on both parties and enforceable in any court of competent jurisdiction. Notwithstanding this, application may be made to any court for a judicial acceptance of the award or order of enforcement. Notwithstanding the foregoing, Kemvi shall be entitled to seek injunctive relief, security or other equitable remedies from the United States District Court for a district in Massachusetts or any other court of competent jurisdiction. Under no circumstances shall the arbitrator be authorized to award damages, remedies or awards that conflict with these Terms of Service or to award punitive damages, including but not limited to pursuant to federal or state statutes permitting multiple or punitive awards.

Any claims brought by You or Kemvi must be brought in that parties’ individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. Neither You nor Kemvi will participate in a class action or class-wide arbitration for any claims covered by these Terms of Service. You hereby waive any and all rights to bring any claims related to these Terms of Service and Privacy Policy as a plaintiff or class member in any purported class or representative proceeding. You may bring claims only on Your own behalf.

You may opt out of this Agreement To Arbitrate. If You do so, neither You nor Kemvi can require the other to participate in an arbitration proceeding. To opt out, You must notify Kemvi in writing within 30 days of the date that You first became subject to this arbitration provision. The opt-out notice must state that You do not agree to the Agreement To Arbitrate and must include your name, address, phone number, your Kemvi account to which the opt-out applies and a clear statement that you want to opt out of this Agreement To Arbitrate. You must sign the opt-out notice for it to be effective. This procedure is the only way You can opt out of the Agreement To Arbitrate. You must use this address to opt out:

Kemvi Inc. ATTN: Arbitration Opt-out, 101 Main St, Cambridge, MA 02142.

Notwithstanding any provision in these Terms of Service to the contrary, you and we agree that if we make any change to the arbitration procedures set forth herein (other than a change to any notice address or website link provided herein) in the future, that change shall not apply to any claim that was filed in a legal proceeding against Kemvi prior to the effective date of the change. Moreover, if we seek to terminate the arbitration procedures from these Terms of Service, such termination shall not be effective until 30 days after the version of these Terms of Service not containing the arbitration procedures is posted to the Website, and shall not be effective as to any claim that was filed in a legal proceeding against Kemvi prior to the effective date of removal.

This Arbitration section will survive the termination of Your relationship with Kemvi.

19. Miscellaneous

  1. Jurisdictional Issues

    Kemvi makes no representations that information on our Services is appropriate or available for use outside the United States. If you choose to access our Services from outside the United States, you do so on your own initiative and at your own risk and you agree and acknowledge that you are responsible for complying with all applicable United States laws as well as your local laws and regulations. If you transact business through our Services with a party that is located outside the United States, You agree and acknowledge that you do so voluntarily, that you are responsible for complying with all applicable United States laws as well as any local laws and regulations that may impact your transaction, and you understand that Kemvi disclaims all responsibility related to such transaction.

  2. Severability

    If any part of these Terms of Service is held to be unlawful, void, or unenforceable, that part will be deemed severable and shall not affect the validity and enforceability of the remaining provisions.

  3. Entire Agreement

    These Terms of Service constitute the entire agreement between, or, as appropriate, among, the Parties relating to the subject matter herein. Kemvi may, at Kemvi’s sole discretion, revise these Terms of Service at any time by updating this posting and providing reasonable notice to you.

  4. Additional Information

    If you have any questions about these Terms of Service, please contact Kemvi at team@kemvi.com.

Copyright © 2016, Kemvi Inc. All Rights Reserved. Version: October 1, 2016