KP Labs, Inc: Terms of Service

Terms of Service

Sections of Attention:

Operating Policy (4)
Privacy Policy (5)

Acknowledgment and Acceptance of Terms of Service
1. Shadow Development Technologies and known affilates [KP Labs, Inc] ("SDT", "Company"), Websites ("Sites"), and Web Applications/Services ("Apps", "Services") are provided to you ("Client") under the terms and conditions of this Terms of Service ("TOS") and any operating rules or policies that may be published by the Company. The TOS comprises the entire agreement between Client and Company and supersedes all prior agreements between the parties regarding the subject matter contained herein. By agreeing and signing the Contract in question ("Contract"), you are indicating your agreement to be bound by all of the terms and conditions of the TOS.
Description of Service
1. SDT provides Client with various services of sites and/or apps, to the agreement of the TOS per item, which may include but not limited to the capability to manage and post information to a web page. Some of these services may be free of charge, others will be charged at an agreed rate and/or have other requirements. These requirements or fees for any service will be clearly explained and separately agreed when Client implements those options, if any.
Modifications of Terms of Service
1. SDT may change the terms and conditions of the TOS from time to time. Upon major changes in the terms and conditions of the TOS, SDT will notify you by e-mail to a referring TOS update web page. If you agree to be bound by the changes, you must click the "I Accept" button that will follow the posted changes. If you do not click the "I Accept" button, or there is no attempt made, SDT will attempt to contact you again after ten (10) days. If there is no response from the second attempt, or if the "I Accept" button is not clicked, you may terminate your use of SDT's services and applications at that time. Minor changes in the terms and conditions of the TOS will be posted to a TOS Content Management System on http://shadowdev.com.
Operating Policy
1. Terms of Service
  1. Agreement of the TOS also applies to SDT's Operating Policy, which consists of services and/or site(s) ("Services") contracted for. Any Services not covered by contract will not be issued to Client unless Client is willing to pay for said Services, at which Client's contract will be modified to reflect the use of Services for the next period. Client will be notified of contract modification as soon as modification is recorded.
2. Content Ownership
  1. Sites made for Client
    1. Any sites and/or apps made for Client will be under the ownership of SDT. All content on said sites and/or apps will be under the ownership of the associated Client, unless provided by a third party.
  2. Client "Back End"
    1. If Client requests for a customized "Back End" (a service provided by SDT where Client can update pages, services, and applications themselves), all content created and/or modified by Client will be under ownership of said Client. All content and photos uploaded by Client will be the sole responsibility of said Client. All content editing will also be completed by said Client. If said "Back End" exists for Client's account, SDT will not be responsible for content and/or photos maintained by Client.
  3. Apps made/maintained by the Company
    1. All apps created and/or maintained by SDT will be under the sole ownership of SDT and/or respective third parties. All content (unless managed by Client and/or third party) will be owned and maintained by SDT, unless a written agreement states that Client can own content.
3. Contract Management
  1. All signed contracts will have two (2) copies: one for Client's records, and one for SDT's records. This is for the sole purpose of referring back to contract terms, TOS Policies, and/or corrections on either party's account.
4. Copyright/Trademarks
  1. All content posted on Client site and/or SDT's site will be under the copyright of the respective party. It is that party's responsibility to file any Copyright/Trademark papers with the United States Patent and Trademark Office ("USPTO"). SDT will not process and/or file any paperwork associated with Client site(s) to be filed with the USPTO.
5. Security
  1. Once you become a client of SDT, you will receive notification from SDT about your account. You are entirely responsible if you do not maintain the confidentiality of passwords and/or accounts associated with your services. Furthermore, you are entirely responsible for any and all activities which occur under your account. You may change passwords at any time by navigating the associated application. Clients agree to notify SDT of any unauthorized use of Client's account or any other breach of security known to Client.
Privacy Policy
1. All information provided by Client and/or entered by SDT is private, unless noted by Client to make information available for public access. It is SDT's policy to respect the privacy of Clients. Therefore, SDT will not disclose to any third party Client's name and/or contact information. SDT will also not monitor, edit, or disclose the contents of a Client's information unless required to do so by law or in the good faith belief that such action is necessary to: (1) conform to the edicts of the law or comply with legal process served on SDT; (2) protect and defend the rights or property of SDT; or (3) act under exigent circumstances to protect the personal safety of TOS members or the public; (4) fix or debug problems with SDT services.
Limitation of Liability
1. SDT shall not be liable for any direct, indirect, incidental, special or consequential damages, resulting from the use or the inability to use Services or for cost of procurement of substitute goods and services or resulting from any goods or services purchase or obtained or messages received or transactions entered into Services or resulting from unauthorized access to or alternation of Client's transmissions or data, including but not limited to, damages for loss of profits, use, data, or other intangible, even if has been advised of the possibility of such damages.
2. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages so some of the above limitations may not apply to you.
No Resale of Service
1. Client agrees not to resell any sites, services, and/or apps without the express consent of SDT. If a pattern is found with Client's account, or a Client is suspected of reselling service(s), Client will be notified of activity. If no response is received, or Client agrees to reselling service(s), Client contract will be terminated and all associated services and/or sites will be removed within twenty-four (24) hours.
Storage and other Limitations
1. SDT assumes no responsibility for the deletion or failure to store information entered via services. SDT retains the right, at SDT's sole discretion, to determine whether or not Client's conduct is consistent with the letter and spirit of the TOS and may terminate service(s) if a Client's conduct is found to be inconsistent with the TOS.
Member Conduct
1. Behavior
  1. Client is solely responsible for the contents of his/her transmissions through Services. Client's use of the Services is subject to all applicable local, state, national and international laws and regulations.
  2. Client agrees: (1) to comply with US law regarding the transmission of technical data exported from the United States through Services; (2) not to use Services for illegal purposes; (3) not to interfere or disrupt networks connected to Services; and (4) to comply with all regulations, policies and procedures of networks connected to Services.
  3. Services make use of the Internet to send and receive content; therefore, Client's conduct is subject to Internet regulation, policies and procedures. Member will not use Services for chain letters, junk mail, spamming, or any use of distribution lists to any person who has not given specific permission to be included in such process.
  4. Client agrees not to transmit through Services any unlawful, harassing, libelous, abusive, threatening, or harmful material of any kind or nature. Client further agrees not to transmit any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national or international law or regulation. Attempts to gain unauthorized access to other computer systems are prohibited.
  5. Client shall not interfere with another Client's use and enjoyment of Services or another entity's use and enjoyment of similar Services.
  6. SDT may, at its sole discretion, immediately terminate Services should Client's conduct fail to conform with these terms and conditions of the TOS.
2. Notification of Movement
  1. Client is fully responsible for notifying SDT of any re-location of office, members, and/or location addresses (such as e-mail). Failure to do so may result in the termination of contract if information is sent to the incorrect address.
Indemnification
1. Client agrees to indemnify and hold SDT, parents, subsidiaries, affiliates, officers and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Client's use of Services, the violation of this TOS by Client, or the infringement by Client, or other use of the Services using Client's computer, of any intellectual property or other right of any person or entity.
Termination
1. Either Client or SDT may terminate Services with or without cause at any time and effective immediately. SDT shall not be liable to Client or any third party for termination of Services.
2. Upon termination of Services, Client's right to use Services applications immediately ceases. Client shall have no right and SDT will have no obligation thereafter to forward any associated messages to Client or any third party.
Notice
1. All notices to a party shall be in writing and shall be made either via e-mail or conventional mail. SDT may broadcast notices or messages through Services to inform Client of changes to the TOS, Services, or other matters of importance; such broadcasts shall constitute notice to Client.
Participation in Promotions of Advertisers
1. Client may enter into correspondence with or participate in promotions of the Advertisers showing their products on Services. Any such correspondence or promotions, including the delivery of and payment for goods and services, and any other terms, conditions, warranties or representations associated with such correspondence or promotions, are solely between the corresponding Client and the Advertiser. SDT assumes no liability, obligation or responsibility for any part of any such correspondence or promotion.
Proprietary Rights to Content
1. Client acknowledges that content, including but not limited to test, software, music, sound, photographs, graphics or other material contained in either sponsor advertisements or e-mail distributed, commercially produced information presented to Client by Services ("Content") by SDT or SDT's Advertisers, is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws; therefore, Client is only permitted to use this Content as expressly authorized by Services or Advertiser. Client may not copy, reproduce, distribute, or create derivative works from this Content without expressly being authorized to do so by Services or the Advertisers.
Laws
1. The TOS shall be governed by and constructed in accordance with the laws of the state of North Carolina, excluding TOS conflict of law provisions.
2. Client and SDT agree to submit to the exclusive jurisdiction of the courts of the state of North Carolina. If any provision(s) is the TOS is held by a court of competent jurisdiction to be contrary to law, then such provision(s) shall be constructed, as nearly as possible, to reflect the intentions of the parties with the other provisions remaining in full force and effect.
3. SDT's failure to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision unless acknowledge and agreed to by SDT in writing.
4. Client and SDT agree that any cause of action arising our of or related to Services must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred. The section titles in the TOS are solely use for the convenience of third parties and have not legal or contractual significance.
Maintenance of Client Content
1. Maintenance by Client
  1. Client "Back End"
    1. As mentioned in Section (4)(b)(ii), all content managed by a "Back End" for Client will be under the responsibility of said Client. SDT will not take responsibility for any content and/or photos managed by Client.
  2. Content Managed by SDT
    1. If a "Back End" is not requested for Client, SDT will take the responsibility for any content and/or photos provided by Client. Client may request major changes for their site which will be charged at rate per hour determined by SDT, including (but not limited to): creating a menu section (versus item), changing a page's layout, and fixing an major error (such as apps not working correctly).
  3. On The Spot Editing (OTSE) Policy
    1. If any content maintained by SDT is found containing errors (such as grammatical, punctuational, or spelling), SDT will fix these errors free of charge. Also, if a web page script does not work correctly (such as event updater with wrong date, database query not processing correctly, information fetching not working correctly, link is incorrect, etc), Client will contact SDT of the error, along with the location of said error, and SDT will fix said error free of charge. However, if error is classified as a "major error," (such as items mentioned in Section (16)(a)(2)(i)), Client will be charged at an hourly rate determined by SDT.
Agreement
1. As mentioned in Section (1)(a), by signing associated contract, Client is indicating their agreement to be bound by all mentioned terms and conditions of this TOS and any operating rules or policies that may be published by the Company.