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Terms of Service

KBM Group, LLC (“KBM”) Zipline End User Agreement (“Agreement”).  Please read the entire Agreement, as it defines your rights and conditions for allowable use of KBM Zipline Data Management Platform (“Zipline”).

Terms of Service

PLEASE READ THESE TERMS OF USE ("TERMS") CAREFULLY.   BY ACCESSING OR USING THIS SITE, YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST 18 YEARS OF AGE AND YOU AGREE TO BE BOUND BY THESE TERMS.  IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS OR YOU ARE UNDER 18 YEARS OF AGE, YOU MAY NOT ACCESS OR USE THIS SITE.  IF YOU ARE ACCESSING OR USING THIS SITE ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS, IN WHICH CASE "YOU" OR "YOUR" OR “CLIENT” WILL REFER TO SUCH ENTITY.

Your use of this Website (the "Site") and the services made available on the Site is subject to these Terms.

Certain features of the Site may be subject to additional guidelines, terms, or rules (collectively, "Additional Terms"), which will be posted on the Site in connection with such features.   All Additional Terms are incorporated by reference into these Terms.

KBM Group, LLC, (“KBM Group, LLC,” “we,” or “us”) may make changes to these Terms from time to time.  When we do, we will revise the "last updated" date given below.  It is your responsibility to review these Terms frequently and to remain informed of any changes to them.  The then-current version of these Terms will supersede all earlier versions.  You agree that your continued use of our Services after such changes have been published to our Services will constitute your acceptance of such revised Terms.  These Terms, Additional Terms, any Insertion Orders and any Addendums agreed to e.g., as required for On-Boarding Services or Facebook Services) either via a Zipline click and accept button or upon mutual execution of the parties constitute the entire Agreement.  No other documents, like your purchase orders or emails to us form a part of this Agreement.

Description of Service

The "Service" includes (a) the Site, (b) the KBM Group, LLC Zipline user interface, c) any audience profile and website profile reports, d) the creation of data collection tags, e) the process of matching data to the Zipline database on behalf of a Zipline End User for the purposes of audience profiling, audience creation and audience usage for marketing purposes (“Data On-boarding”), and f) other features that we may make available in the future.  Any new features added to or augmenting the Service is also subject to this End User Agreement.  Client may order Services through one or more Insertion Orders or by placing an online order through the platform’s user interface.

License to Use our Services

Subject to these Terms, we grant to you a non-sub-licensable, non-transferable, non-exclusive, revocable, limited license to use our Services for: (i) your personal, non-commercial purposes, if you are an individual, or (ii) your business purposes, if you are a company or other legal entity, and not for resale or further distribution.   Your right to use our Services is limited by all terms and conditions set forth in these Terms.

Except for your pre-existing rights  in the data you provide for Data On-boarding and this license granted to you by us for the provision of Services, we and our licensors retain all right, title and interest in and to our Services, including all related intellectual property rights.  Applicable intellectual property laws protect our Services, including United States copyright law and international treaties.

Except as otherwise explicitly provided in these Terms or as may be expressly permitted by applicable law, you will not, and will not permit or authorize any third party to: (i) reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer or create derivative works of any of our Services; (ii) rent, lease or sublicense access to any of our Services; (iii) circumvent or disable any security or technological features or measures of our Services; or (iv) introduce software or automated agents or scripts to the Site so as to produce multiple accounts, generate automated searches, requests and queries, or strip, scrape, or mine data from the Site. 

Access to our Services

We do not provide you with the equipment to access our Services.  You are responsible for all fees charged by third parties related to your access and use of our Services (e.g., charges by Internet service providers).

We reserve the right to modify or discontinue, temporarily or permanently, all or any portion of our Services without notice.  We will not be liable to you or to any third party for any modification, suspension, or discontinuance of all or any portion of our Services.

We also reserve the right, in our sole discretion, to restrict, suspend, or terminate your access to our Services at any time, for any or no reason, with or without prior notice, and without liability.

Any third party software, including any browser or browser plug-in, that may be provided with our Services is included for your use at your option.  Neither KBM Group, LLC nor any third party shall be responsible for any losses or damages which may occur resulting from the use of any third party software.

In conjunction with this Agreement, you will be required to enter into a Data On-Boarding Addendum, which relates to revenue sharing terms for the public and private options of your data on the On-boarding process.  We have the right to collect the royalties under the Data On-Boarding Addendum, and may withhold or offset any amounts generated under those terms, with any amounts owed by you under this Agreement.

Online Data Transmission

Where applicable and upon acceptance of this Agreement promptly place on any and all of your owned, operated, or third-party websites, certain data collection tags provided to you by KBM Group, LLC, which are designed to send data related to visitors to your websites to KBM Group, LLC for provision of Services.  

Data On-Boarding

As a user of the Service, you may upload data that is owned, licensed and/or managed by you to the Zipline Service and have that data linked and related to the de-identified cookies that are maintained on the Zipline platform, a service that will hereinafter be referred to as your data via the process of “Data On-boarding.”  As part of Data On-Boarding, you will provide data in a record format and with specific fields identified by KBM Group, LLC as necessary for successful linking of your data with the de-identified cookie database.  KBM Group, LLC will de-identify and aggregate your data to create anonymous audiences that will be maintained within the Zipline platform and that can be used in online advertising.  As part of this service and based on the fees specified by KBM Group, LLC, KBM Group, LLC will enable the transmission of anonymous audiences to those mutually-agreed to Ad Networks and Demand Side Platforms listed within the Zipline application.  You may then conduct audience profiling and identification, as well as run advertising campaigns against each anonymous audience for your own benefit. We will not process or use the data you provide for Data On-boarding other than is reasonably required to perform the Services.

Removal of Your Data

Within thirty (30) days of written notice by you, KBM Group, LLC will remove your data from KBM Group, LLC’s production data warehouse.  In addition, within six (6) months of written notice by you, KBM Group, LLC will age out your data from backups that are maintained at secure off-site facilities on encrypted backup tapes, in accordance with KBM Group, LLC’s data retention and backup policies.  If a backup containing your data is restored after receiving written notice, KBM Group, LLC will remove your data prior to the backup being used for production purposes.  Written notice should be sent to:

KBM Group, LLC - 2051 Dogwood Street, Suite 220 | Louisville, CO  80027, or IB-Sales@kbmg.com, Attn: Zipline Product Management.

Data Ownership

As between the Parties, other than the right explicitly granted to you hereunder, KBM Group, LLC retains all right, title and interest to KBM Group, LLC’s data and you shall retain all right, title and interest to your data you upload for  Data On-boarding.

Data Privacy

By acceptance of this Agreement, you certify that you have obtained all permissions and consents necessary for your data to be transferred to KBM Group, LLC.  Further, KBM Group, LLC certifies that it will maintain and comply with a privacy policy that: Complies with applicable law please reference the opt-out options available at http://www.networkadvertising.org/choices/ through our opt out page at https://www.i-behavior.com/interactive-marketing/kbm-group-interactive-opt-out/.

 

Together, we both agree to comply with all applicable U.S. and EU laws and regulations and all industry guidelines adopted and promulgated by the Network Advertising Initiative regarding the online collection and use of data in connection with their activities. KBM Group, LLC and you will use reasonable care to prohibit any use of KBM Group, LLC Services or your data for the benefit of any illegal, pornographic, hate-oriented, defamatory or obscene ads, web site(s), or emails.

Payment and Refunds

The Service is made available on both a free and on a monthly subscription basis. The “Free” plan is provided at no cost.  KBM Group, LLC charges for Paid Plans based on a variety of factors which include: the sum of the unique targetable profiles by brand; you have onboarded, custom audiences you have created, and audiences you have extended. These targetable profiles are located under “Private Marketplace.” Your subscription level is also contingent upon the number of users under your account. For more information on how subscription fees are calculated please visit your subscription page. Distribution of your own audiences is free, and fees associated with the distribution of any 3rd party data is reflected in the order process.

If you have elected to upgrade to a Paid Plan, you will be billed monthly starting the first day of the month following Paid Plan enrollment or account upgrade for the prior month’s usage. You can cancel a Paid Plan at any time, though you will be billed for the entire month’s subscription in the month you cancel your subscription. You will be billed each month you maintain your subscription, even if there has been no login activity to your account.  Billing of your monthly subscription may not occur in the same month as your incurred charges.  You are liable for any incurred charges and expenses to your active subscription account regardless of the billing date. Upon upgrading or downgrading a Paid Plan’s subscription level, you will be charged the new rate beginning the next billing cycle, which begins the first day of the month following the change in Paid Plans. Downgrading your account may cause the loss of features, loss of content, capacity of your account, and/or limits user access.   KBM Group, LLC does not accept any liability for such losses. Prices of all Services, including but not limited to subscription fees to the Service, are subject to change.  KBM Group, LLC does not provide refunds or credits.    Prices and charges for the Service are denominated in United States Dollars.   Accounts registered to individuals and organizations outside of the United States may experience fluctuations in the actual cost based on international exchange rate variances.

KBM Group, LLC provides an interface for a designated Account Administrator (“Account Administrator”) to change credit card information (e.g., upon card renewal). KBM Group, LLC uses a third-party intermediary to manage credit card processing and this intermediary is not permitted to store, retain, or use your billing information except to process your credit card information for KBM Group, LLC.

By registering for a Zipline subscription, you agree to automatic monthly renewals or upgrades to the Service, unless you choose to cancel your subscription. If you remain enrolled in the Service, your usage subscription will automatically renew on the first calendar day of each month.  Additionally, if you remain enrolled in the Service and your monthly usage surpasses the current subscription level, you will be notified by the Service to upgrade your account.  Upon upgrade selection, your account will be billed at the upgraded account rate when billing occurs on the first calendar day of the next month.  If there are past due subscription amounts owed, you will be required to remit payment upon successful upgrade, not to exceed two months of subscription and/or usage fees.   The Account Administrator will receive an email receipt upon each credit card charge. The amount billed and charged to you, unless otherwise stated, will be exclusive of tax. You are responsible for any tax due on the use of our Services. Detailed Subscription Levels, including pricing and usage thresholds are outlined at https://dmp.ibzipline.com/pricing

Cancellation and Termination

The Account Administrator can cancel the account at any time. All of your content will be deleted from the Service as specified earlier in this Agreement. This information cannot be recovered once your account is cancelled. If you are subscribed to the Paid Plan and the Account Administrator cancels the Service, your cancellation will take effect immediately. 

Restrictions

You must comply with all applicable laws when using our Services.  Except as may be expressly permitted by applicable law, or as KBM Group, LLC may authorize expressly in writing, you will not, and will not permit anyone else to: (i) store, copy, modify, distribute, or resell any of the information made available on our Services (collectively, “Service Content”) or compile or collect any Service Content as part of a database or other work; (ii) use any automated tool (e.g., robots, spiders) to access or use our Services or to store, copy, modify, distribute, or resell any Service Content; (iii) rent, lease, or sublicense your access to our Services to another person; (iv) use any Services or Service Content for any purpose except for your own personal use, or, if you are a legal entity, for your internal business purposes; (v) circumvent or disable any digital rights management, usage rules, or other security features of our Services; (vi) use our Services in a manner that overburdens, or that threatens the integrity, performance, or availability of, our Services; or (vii) remove, alter, or obscure any proprietary notices (including copyright and trademark notices) on any portion of our Services or any Service Content.

Client agrees (a) to provide all data in compliance with (i) applicable foreign and domestic federal, state and local laws and government rules and regulations (including any laws, directives or regulations relating to privacy, consumer protection, databases, data collection or data transfer) and (ii) the privacy policies of Client, (b) it has provided proper notice and secured proper consent for the collection and use of data in connection with this and any future  Insertion Order, and (c) it has procured all rights and licenses, and has all power and authority, necessary to provide the data to KBM Group, LLC and grants those rights  to KBM Group, LLC.

Client represents and warrants that KBM Group, LLC is the authorized agent for Client and has authority to enter into an agreement on behalf of Client in conjunction with an Insertion Order for KBM Group, LLC’s services.

Client agrees that its ad purchases from Facebook in connection with KBM Group, LLC's services are subject to separate terms and conditions between it and Facebook, including Facebook’s Advertising Guidelines (currently accessible at https://www.facebook.com/ad_guidelines.php, as updated by Facebook from time to time) and Client is also required to agree to a separate Addendum if it involves Facebook ad purchases.

Registration Process

If you decide to register for our Services, as an Account Administrator you must provide certain limited information about yourself as prompted to do so by the Service.  We reserve the right to refuse the Service to any user.

When you register for the Services, you must create a user account (“Account”).  You will promptly update all Account information to keep it true, accurate, and complete.  We reserve the right to require you to alter your user name and/or password if we believe that your Account is no longer secure, but we have no obligation to do so.  You will not: (a) provide any false information as part of your Account information; (b) create an Account for anyone other than yourself; (c) create or use more than one Account at any given time; (d) transfer your Account to anyone else; (e) permit others to use your Account; or (f) use or access other persons' Accounts.

Either you or KBM Group, LLC may terminate your Account at any time for any reason, and, if we terminate your Account, KBM Group, LLC shall have no liability whatsoever for any such termination.  In addition, any terms hereof that contemplate continuing effectiveness, including, without limitation, terms regarding ownership, disclaimer of warranties, limitations of liability, indemnity, and governing law/venue shall survive any termination of your Account and/or these Terms.

Privacy Policy

We adhere to the Network Advertising Initiative Code of Conduct and its related policies and practices.   We may collect registration and other information about you through our Services.  Our collection and use of this information is governed by our Privacy Policy, available at www.KBM Group, LLC.com/privacy-policies.  Our Privacy Policy only applies to http://www.kbmg.com/privacy-policy/, our collection of information about visitors, other KBM Group, LLC web sites, and our registered users of our Service.  Our Privacy Policy does not apply to visitors to your websites through which you utilize our Service.  Data collected about you from our Services may be collected and used for Internet-Based Advertising.  To immediately opt-out from KBM Group, LLC’s interactive offering, following this link.  We may change this privacy policy.  If we make any changes, we will change the ‘last updated’ date below.

Requirements Regarding Your Organization’s Privacy Policy

As a condition of using the Service, you agree that you will conspicuously post your own appropriate privacy policy or notice ("Privacy Notice") disclosing the collection and use of information from your website visitors by you and our Service.  You will disclose in your Privacy Notice:

1.    That you use a third party service that uses unique identifiers to anonymously track the usage and activities of visitors to your site using cookies and browser data and to match and combine that data with information about the characteristics and activities of those visitors collected by cookies and data from third party aggregators,

2.    How you use the information you receive from our Service,

3.    That you share aggregated, anonymized and non-personally identifiable information (PII) data with third parties for their own purposes, and

4.    A link to more information about how visitors may opt-out of KBM Group, LLC’s cookie collection and the cookie collection of third party aggregators. To opt out please visit: https://www.i-behavior.com/interactive-marketing/kbm-group-interactive-opt-out/.

You agree that in addition to the foregoing, it is your responsibility to ensure that your privacy policy or notice and your use of the information relating to our Service will be in compliance with applicable laws and regulations which may impose additional requirements and restrictions on your use of our Service and the information you collect through our Service.  You further agree that KBM Group, LLC has the right, for any purpose, to collect, store, use, share, and publish in aggregated or non-PII form, information collected from you and your website through your use of the Service.  You agree that you will not use our Service in connection with any website or online service directed towards children/minors or that knowingly collects information from children/minors.  In addition, you agree that you will not attempt to merge or bring together in any manner PII and non-PII data sent or made available by KBM Group, LLC.

Restricted Areas of the Services

Certain parts of our Services, including account management features, may be password-restricted to registered users or other authorized persons ("Password-Protected Areas").  If you are authorized to gain access to any Password-Protected Areas, you agree that you are entirely responsible for maintaining the confidentiality of your password, and agree to notify us if the password is lost, stolen, disclosed to an unauthorized third party, or otherwise may have been compromised.  You agree that you are entirely responsible for any and all activities that occur under your account, whether or not you are the individual who undertakes such activities.  You agree to immediately notify us of any unauthorized use of your account or any other breach of security in relation to your password or our Services that is known to you.

Links and Third Party Content

Our Services may display, or contain links to third party products, services, and Web sites.  Any opinions, advice, statements, services, offers, or other information that constitutes part of the content expressed, authored, or made available by other users or other third parties on our Services, or which is accessible through or may be located using our Services (collectively, "Third Party Content") are those of the respective authors or producers and not of us or our shareholders, directors, officers, employees, agents, or representatives.

We do not control Third Party Content and cannot and do not guarantee the accuracy, integrity or quality of such Third Party Content.  We are not responsible for the performance of, we do not endorse, and we are not responsible nor liable for, any Third Party Content or any information or materials advertised in any Third Party Content.  By using our Services, you may be exposed to content that is offensive, indecent, or objectionable.  We are not be responsible or liable, directly or indirectly, for any damage or loss caused to you by your use of or reliance on any goods, services, or information available on or through any third party service or Third Party Content.  It is your responsibility to evaluate the information, opinion, advice, or other content available on and through our Services. All third party services and Third Party Content remain the sole property of the third party provider(s).

Use Policies

You are solely responsible for any content, data, and other material that you submit, publish, transmit, or display on, through, or with our Services.

You will not use our Services to: (i) harm us or third parties in any way; (ii) impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; (iii) upload, post, email, or otherwise transmit any Submission that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); (iv) upload, post, email or otherwise transmit any Submission that infringes any patent, trademark, trade secret, copyright, or other right of any party; (v) upload, post, email, or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other forms of solicitation; (vi) upload, post, email, or otherwise transmit any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (vii) interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services; (viii) intentionally or unintentionally violate any applicable local, state, national or international law or regulation; (ix) “stalk”, threaten  or otherwise harass another; or (x) collect or store personal data about other users.

Trademarks; Promotional Releases

"KBM Group, LLC," the KBM Group, LLC logo, the Zipline logo and any other product or service name or slogan displayed on our Services are trademarks of KBM Group, LLC, and its suppliers or licensors, and may not be copied, imitated or used, in whole or in part, without the prior written permission of KBM Group, LLC or the applicable trademark holder.  You may not use any metatags or any other "hidden text" utilizing "KBM Group, LLC" or any other name, trademark or product or service name of KBM Group, LLC without our prior written permission.  In addition, the look and feel of our Services, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of KBM Group, LLC and may not be copied, imitated or used, in whole or in part, without our prior written permission.  All other trademarks, registered trademarks, product names and company names or logos mentioned in our Services are the property of their respective owners.  Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation thereof by us.. Each party will submit for the other party’s prior written approval all press releases, public announcements, advertisements, promotional or marketing material which refers to the other party.  Such approvals shall not be unreasonably delayed, conditioned or denied. Notwithstanding the foregoing, we shall be entitled to identify you in a representative client listing, case study material, and other sales or marketing materials from time-to-time.

Feedback

We may provide you with a mechanism to provide feedback, suggestions, and ideas, if you choose, about our Services ("Feedback").  You agree that we may, in our sole discretion, use the Feedback you provide to us in any way, including in future enhancements and modifications to our Services.  You hereby grant to us and our assigns a perpetual, worldwide, fully transferable, sub-licensable, irrevocable, royalty free license to use, reproduce, modify, create derivative works from, distribute, and display the Feedback in any manner any for any purpose, without in any media, software, or technology of any kind now existing or developed in the future, without any obligation to provide attribution or compensation to you or any third party.  We will treat any Feedback you provide to us as non-confidential and non-proprietary.

Security

Client will use appropriate and reasonable security to protect against the unauthorized or unlawful processing of personal data and against accidental destruction or damage to or disclosure of personal data. 

Compliance with Laws

You will not use any child labor below the legal minimum age (per the particular country where the labor is located) or use any forced labor in all countries in which it operates or sources goods and services.  You will comply with all applicable laws, including but not limited to the environment, safety, anti-discrimination, employee rights, health regulations, minimum wage requirements, working hours, use and disposal of toxic waste.  You shall and shall cause your employees, agents, and contractors to (i) comply with all anti-bribery laws (including but not limited to the U.K. Bribery Act) and  (ii) refrain from paying or receiving any improper bribes, facilitation payments, gratuities or kickbacks.

Disclaimer of Warranties

YOUR USE OF THE SERVICES AND THE SERVICE CONTENT IS AT YOUR SOLE RISK.  THE SERVICES AND THE SERVICE CONTENT EACH ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.  TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, WE AND OUR SUPPLIERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, AND NON-INFRINGEMENT.  WE DO NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF THE SERVICES OR ANY SERVICE CONTENT, AND YOU RELY ON THE SERVICES AND SERVICE CONTENT AT YOUR OWN RISK.  ANY MATERIAL THAT YOU ACCESS OR OBTAIN THROUGH OUR SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY MATERIAL THROUGH OUR SERVICES.  NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US, OR THROUGH OR FROM OUR SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.  SOME STATES MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, WE AND OUR SUPPLIERS AND LICENSORS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), RESULTING FROM YOUR USE OF OUR SERVICES AND SERVICE CONTENT.  UNDER NO CIRCUMSTANCES WILL THE TOTAL LIABILITY OF US AND OUR SUPPLIERS AND LICENSORS OF ALL KINDS ARISING OUT OF, OR RELATED TO YOUR USE OF THE SERVICES AND SERVICE CONTENT, (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE GREATER OF: THE AMOUNTS, IF ANY, THAT YOU HAVE PAID TO US FOR YOUR USE OF THE SERVICES AND SERVICE CONTENT, OR FIFTY U.S.  DOLLARS ($50).

BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.  THESE LIMITATIONS OF LIABILITY SHALL BE ENFORCED TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

Indemnity

You will indemnify and hold us, our suppliers and licensors, and our respective subsidiaries, affiliates, officers, agents, employees, representatives, and assigns harmless from any costs, damages, expenses, and liability caused by your use of the Services and Service Content, your violation of these Terms, or your violation of any rights of a third party through use of the Services or Service Content.

Insurance

Client will maintain reasonable insurance (such as general liability, professional indemnity and product liability) for risks and obligations each respective party is exposed to under this Agreement, with a reputable insurance provider, with minimum policy amount of $1,000,000.  We may request annual for an insurance certification from you.

Force Majeure

Neither party will be liable for any delay or failure in the performance of is obligations under this Agreement if such delay or condition is outside the reasonable control of that party (“Event”).  The party suffering from the Event (“Impacted Party”) will notify the other party (“Non-Impacted Party”)  of such Event and the Impacted Party will use commercially reasonable measures to overcome the Event.  If the Event cannot be resolved after 60 days, then either party may terminate this Agreement without further liability (except for Services rendered prior to the agreed upon Event).

General Notices

Enforcement of these Terms will be governed by the laws of the State of Texas, excluding its conflict and choice of law principles.  The exclusive jurisdiction and venue for any claims arising out of, or related to these Terms, or your use of the Services or Service Content will lie in the state and federal courts located within the State of Texas, and you irrevocably agree to submit to the jurisdiction of such courts.  Our failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing.  In the event that a court of competent jurisdiction finds any provision of these Terms to be illegal, invalid, or unenforceable, the remaining provisions will remain in full force and effect.  This Agreement is the complete agreement on the subject matter and supersedes any previous agreements or arrangements on the subject matter, neither of the parties is bound by or responsible for any promise or inducement made outside this Agreement. Both parties agree that their relationship is that of independent contractors and not that of employee- employer.  Nothing in this Agreement creates a partnership, joint-venture, or agency between the parties or authorizes the other to act on behalf of the other party.  Each party agrees that nothing in this Agreement should be construed to create any third party beneficiary rights in those not a party to this Agreement.  We may assign this Agreement to an affiliated company upon notice to you at any time.

Electronic Communications

The communications between you and KBM Group, LLC use electronic means, whether you use the Site or send us emails, or whether KBM Group, LLC posts notices on the Site or communicates with you via email.  For contractual purposes, you (a) consent to receive communications from KBM Group, LLC in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that KBM Group, LLC provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing.  The foregoing does not affect your non-waivable rights.

 

Contacting Us

If you have any questions or concerns about our Services or these Terms, you may contact us at: KBM Group, LLC, Inc.- 2051 Dogwood Street, Louisville, CO 80027 or by email at IB-Sales@kbmg.com

Last updated: June 29, 2015