Terms of Use

 

The effective date of these Terms of Use is June 18, 2007.

PLEASE READ THESE TERMS OF USE CAREFULLY.  THESE TERMS OF USE REPRESENT A BINDING CONTRACT.  BY USING THIS WEBSITE, YOU AGREE TO ALL TERMS AND CONDITIONS OF THESE TERMS OF USE.  If you do not agree to be bound by any of these Terms of Use, do not use this website.

This website is operated by Kirix Research, LLC (“Kirix” or “we”, “us”, or “our”).  Kirix makes its website available only subject to your binding agreement to these Terms Of Use and your use of the website is wholly voluntary.  These Terms Of Use govern your use of this website and all of the websites operated by Kirix (unless a different Terms Of Use policy is provided on a particular site, in which case such different policy shall control).  You agree to these Terms Of Use by accessing this website, by acknowledging your agreement to these Terms Of Use, by using any features of the website, and/or by accepting any information from this website.  Kirix reserves the right in its sole discretion to modify, alter or otherwise change these Terms Of Use and you agree to be bound by such modifications, alterations or changes.  Kirix will post any changes here, and any changes will become effective immediately upon being posted unless otherwise indicated in the posted Terms Of Use.  Kirix encourages you to revisit and review the Terms Of Use posted here periodically.  Your continued use of this website after the posting of any change in the Terms Of Use shall constitute your acceptance to be bound by any such changes.  You also agree that the form and nature of Kirix’s websites may change from time to time without prior notice to you including, without limitation, certain features or functionality no longer being available.

You may be required to provide personally identifiable information to use and /or access certain portions of Kirix’s websites.  You agree that any information that you provide to Kirix will be accurate and that you will make reasonable efforts to keep that information up to date.  Please review Kirix’s Privacy Policy, which you also agree to and accept by using this website, and which is specifically incorporated into these Terms Of Use.

You may terminate this legal agreement with Kirix at any time by providing notice in accordance with the “Contacting Kirix” section below, closing your Kirix user account (see the “Your Account” section below) and discontinuing any use of Kirix’s websites.  Kirix may terminate this agreement with you at any time: (a) if you have breached or threatened to breach these Terms Of Use; (b) if Kirix is required to do so by law; or (c) Kirix no longer makes Kirix’s websites available for any or no reason.

General Usage of the Kirix Websites

You agree that you will:

  • only use Kirix’s websites as permitted by these Terms Of Use and as permitted by law;
  • not access, or attempt to access, restricted or registration-required portions of any Kirix website by any means other than the interface provided by Kirix;
  • use any Kirix website to threaten, harass, intimidate, stalk or otherwise abuse another user;
  • not transmit, post, send, upload, distribute, submit or otherwise make available any materials or content that violate any law or that constitute false, harmful, threatening, abusive, tortious, defamatory, libelous, disparaging (including disparagement of Kirix), vulgar, obscene, or pornographic material or material that promotes violence, racial hatred, terrorism or illegal acts, or is otherwise objectionable (as determined by Kirix in its sole discretion);
  • not interfere with or disrupt the use and enjoyment of the Kirix websites by Kirix or any third party;
  • not transmit, post, send, upload, distribute, submit or otherwise make available any viruses, Trojan horses or other harmful, disruptive or destructive files or material that interfere with Kirix’s or any third party’s use and enjoyment of the Kirix websites and any other software, hardware and data;
  • not impersonate any person or entity, or otherwise disguise the origin of any content transmitted through the website or to Kirix, including, without limitation, forging any TCP/IP packet header or any part of the header information in any transmission to a Kirix website for any reason;
  • not transmit, post, send, upload, distribute, submit or otherwise make available through the website any personal advertising, junk mail, spam, chain letters, pyramid schemes or offer for sale of any products or services, except in areas, if any, specifically designated for such purposes;
  • not resell, frame, duplicate, reproduce or otherwise commercially exploit the Kirix websites without the prior written agreement of Kirix;
  • not remove, obscure or alter any proprietary rights notices on any Kirix website or any material obtained from or through any Kirix website;
  • not download, export or re-export any software from any Kirix website: (i) into (or to a national or resident of) any countries that are subject to U.S. export restrictions in violation of U.S. export control laws; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals and Blocked Persons or anyone on the U.S. Commerce Department’s Table of Denial Orders; and
  • not violate any applicable local, state, federal or international law, rule or regulation.

Certain features of Kirix’s websites may be subject to a separate written agreement with Kirix.  You agree that that your use of such features will be in accordance with such written agreement to the extent it differs from these Terms Of Use.

Kirix will determine your compliance with these Terms Of Use in its sole discretion and its decision shall be final and binding.  Any violation of these Terms Of Use may result in restrictions on your access to all or part of the Kirix websites and may be referred to law enforcement authorities.

Interactive Areas

Kirix may make user forums, bulletin boards, blog comment areas, wikis and other interactive areas available to users of Kirix’s websites.  As a user, you may express your opinions and share information in these interactive areas.  While Kirix does not currently limit the number of postings you may make, Kirix may, in its sole discretion, limit the size and number of postings and transmissions that you make using Kirix’s websites.  Your conduct in the interactive areas of Kirix’s websites is subject to all of the Terms Of Use, including, without limitation, the “General Usage of the Kirix Websites” section above and the “Ownership of Content and License of Your Submissions and Postings” section below.  Most of the interactive areas of the Kirix websites require registration and a valid user account.  You acknowledge and agree that Kirix may disable access to your account for any violation of this policy, which may prevent you from accessing areas of the Kirix websites.

You acknowledge and agree that Kirix is not responsible for the conduct of users in the interactive areas of Kirix’s websites.  KIRIX SPECIFICALLY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY TO ANY PERSON OR ENTITY FOR ANY LOSS, LIABILITY, CLAIMS, SUITS, COSTS, EXPENSES, DAMAGES (WHETHER ACTUAL, CONSEQUENTIAL, PUNITIVE OR OTHERWISE), INJURY, OR OTHER CAUSE OF ANY KIND BASED UPON OR RESULTING FROM ANY MATERIAL OR CONTENT POSTED IN THE INTERACTIVE AREAS OF KIRIX’S WEBSITES.  You acknowledge and agree that you may be exposed to content that you may find offensive, indecent or objectionable and, that in such respect, you use Kirix’s web sites at your own risk.

Likewise, Kirix does not and cannot review every message posted by users in the interactive areas of Kirix’s websites, and Kirix is not responsible for the content of such messages or the views or opinions expressed by the author of any message.  Kirix reserves the right, but is not obligated, to delete, move or edit content, in whole or in part, submitted by you to the website for any reason in Kirix’s sole discretion.  You understand that any content that you post and/or upload on the website will be considered a submission for purposes of these services.  In addition, Kirix may delete, move, edit or disclose the contents of messages when it is required to do so by law or in a good faith belief that such action is necessary to protect and defend the rights and property of Kirix or to protect the safety of our users or the public.

Your Account

In order to purchase products and services or to use certain interactive areas of Kirix’s websites, you will need to create a Kirix user account.  You may access your account information and update your account at any time as described in our Privacy Policy.  You agree that you are solely responsible for your Kirix user account and any use of your login and password.  If you become aware of any compromise of your account information or any unauthorized activity under your Kirix user account, you agree to notify Kirix immediately as set forth in the “Contacting Kirix” section below.

Ownership of Content and License of Your Submissions and Postings

Kirix’s websites and all of the content on Kirix’s websites (as updated from time-to-time), including, without limitation, any trademarks, logos, domain names, trade names, service marks and any and all copyrightable material (including source and object code) and/or any other form of intellectual property (collectively, the “Material”) are owned by or licensed to Kirix or other authorized third parties and are protected from unauthorized use, copying and dissemination by copyright, trademark, right of publicity and other laws and by international treaties.  Except for the limited license granted in the following paragraph, nothing contained in these Terms Of Use or on the website should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Material in any manner without the prior written consent of Kirix or such third party that may own the Material or intellectual property displayed on the website.  Unauthorized use, copying, reproduction, modification, publication, republication, uploading, framing, downloading, posting, transmitting, distributing, duplicating or any other misuse of any of the Material is strictly prohibited.  You agree not to use the Material for any unlawful purposes and not to violate Kirix’s rights or the rights of others.  You are advised that Kirix will enforce its rights to the fullest extent of the law.   Kirix may add, change, discontinue, remove or suspend any of the Material at any time, without notice and without liability.

Kirix may, from time to time, designate portions of its websites (e.g., scripts, or certain files) for use by users of Kirix’s websites.  You agree that any rights or restrictions stated at the point of availability of such materials are incorporated into and made a part of this agreement between you and Kirix and are binding on you with respect to your use of those materials.  In the absence of any rights and restrictions expressly stated at the point of availability of the materials or any license agreement accompanying or associated with such materials, which you agree will supersede and prevail over these Terms of Use, Kirix hereby grants you a perpetual, worldwide, royalty-free right and license to make, use, reuse, modify, display, archive, publish, license, perform, reproduce, disclose, transmit, stream, broadcast, post, sell, offer for sale, license and sub-license through multiple layers (including, without limitation, through any proprietary or open-source license), translate, create derivative works of, and / or distribute all such materials and portions of any materials made available on Kirix’s websites and designated for download by, and use by, users of Kirix’s websites.

Kirix makes certain software available on an “open source” or other basis on its websites.  This software may be downloaded and your use of any such software is subject to the license agreement that you agree to at the time of download, installation and/or use of that software.  For example, Kirix makes the wxAUI open-source library available subject to the wxWidgets license.  If you make contributions and developments related to those open-source programs, Kirix encourages you to submit appropriate assignments and adhere to all terms of the applicable open-source license.

By posting any materials to the interactive portions of Kirix’s websites, you represent and warrant that those materials are your original works and do not infringe upon, misappropriate or otherwise violate any rights of any third parties, including, without limitation, any intellectual property rights, any other proprietary rights, or any rights of publicity or privacy.  You agree to execute any documents and take all steps that Kirix determines are necessary to give effect to the intentions of these Terms Of Use.  You agree and understand that Kirix is not obligated to use or post any materials you make available to Kirix through the website or otherwise and you have no right to compel such use.  You further agree that you are solely responsible for any materials that you post or submit to Kirix’s websites and for the consequences of your actions by making such post or submission (including, without limitation, any damage suffered by Kirix).

If you post any materials to the interactive portions of Kirix’s websites (e.g., user forums, wiki, blog comment posts, etc…) or submit any materials to Kirix, you hereby irrevocably grant to Kirix and all users of Kirix’s websites a perpetual, worldwide, royalty-free right and license to make, use, reuse, modify, display, archive, publish, license, perform, reproduce, disclose, transmit, stream, broadcast, post, sell, offer for sale, license and sub-license through multiple layers (including, without limitation, through any proprietary or open-source license), translate, create derivative works of, and / or distribute all such materials and portions of any materials that you submit to Kirix or post to Kirix’s websites (including, without limitation, any ideas and concepts embodied therein) in any form, media, software or technology of any kind, whether now known or developed in the future, and for any purposes whatsoever including, without limitation, developing, manufacturing and marketing commercial products using and incorporating such information.

You hereby acknowledge and agree that your relationship with Kirix is not a confidential, fiduciary, or other special relationship, and that your decision to submit any material to Kirix or to post any such information on a Kirix website does not place Kirix in a position of trust or any position that is any different from the position held by members of the general public with regard to the material you submit or post.  You hereby waive any moral rights (or “droit moral”) you may have in and to any materials that you post on a Kirix website or submit to Kirix, even if such material is altered or changed in a manner not agreeable to you.

Linking

The content of this website is subject to change at any time without notice.  By accessing or linking to this website, you assume the risk that the information on this website may be incomplete, inaccurate, out of date, or may not meet your needs and requirements.

The Kirix websites may contain links to third party web sites, including sites that may offer software extensions that work in conjunction with Kirix products.  Kirix is not responsible for, and you agree that Kirix will have no liability to you for, the availability, content or performance of any portion of the Internet including other websites to which a Kirix website may be linked or from which a Kirix website may be accessed.  The appearance of any link on a Kirix website in no way constitutes an endorsement by Kirix of any third-party products or services.

You may not link to any Kirix website from a site that is unlawful, abusive, indecent or obscene, that promotes violence or illegal acts, that contains expressions of racism, that is libelous, defamatory, scandalous, or inflammatory or is otherwise deemed inappropriate, as determined by Kirix in its sole discretion.  Kirix reserves the right, in its sole discretion, to terminate a link with any website for any reason or no reason at all, including without limitation any website that Kirix deems to be inappropriate or inconsistent with or antithetical to a Kirix website and/or these Terms Of Use.

Disclaimers/Limitations on Liability

YOU UNDERSTAND AND AGREE THAT THE KIRIX WEBSITES AND ALL MATERIAL CONTAINED OR MADE AVAILABLE ON THEM (INCLUDING, WITHOUT LIMITATION, ALL USER POSTS) ARE PROVIDED AND MADE AVAILABLE SOLELY “AS IS”, “AS AVAILABLE”, “WITH ALL FAULTS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE OR THOSE ARISING BY STATUTE OR OTHERWISE AT LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE.  SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.  YOU MANY HAVE OTHER RIGHTS WHICH VARY BY JURISDICTION. WHEN THE IMPLIED WARRANTIES ARE NOT ALLOWED TO BE EXCLUDED IN THEIR ENTIRETY, YOU AGREE THAT THEY WILL BE LIMITED TO THE GREATEST EXTENT AND SHORTEST DURATION PERMITTED BY LAW.

YOU AGREE THAT KIRIX AND ITS AFFILIATES, SUBSIDIARIES, LICENSORS AND ASSIGNS, AND EACH OF THEIR RESPECTIVE EMPLOYEES, OFFICERS, AGENTS AND DIRECTORS (COLLECTIVELY, THE “RELEASED PARTIES”), ARE NOT LIABLE TO YOU FOR DAMAGES OF ANY KIND, WHETHER BASED IN TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OR RESULTING IN ANY WAY FROM, OR IN CONNECTION WITH, THE KIRIX WEBSITES, THE USER FORUMS MADE AVAILABLE BY KIRIX, THE KIRX WIKI, AND ANY OTHER INTERACTIVE FEATURES ON ANY KIRIX WEBSITE, THE MATERIAL POSTED AND MADE AVAILABLE ON ANY KIRIX WEBSITE, OR ANY ERRORS OR OMISSIONS IN THE TECHNICAL OPERATION OF THE WEBSITES AND ANY MATERIALS POSTED OR MADE AVAILABLE ON THE KIRIX WEBSITES, EVEN IF THE RELEASED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, THEFT OR DESTRUCTION OF, OR UNAUTHORIZED ACCESS TO, THE KIRIX WEBSITES OR ANY RELATED INFORMATION OR PROGRAMS.  NOTWITHSTANDING ANY OTHER PROVISION IN THESE TERMS OF USE, IN NO EVENT AND UNDER NO CIRCUMSTANCES WILL THE RELEASED PARTIES, OR ANY OF THEM, BE LIABLE TO YOU FOR ANY REASON OR ANY CAUSE OF ACTION WHATSOEVER IN AN AMOUNT GREATER THAN TEN UNITED STATES DOLLARS ($10.00).  SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR HAVE LEGISLATION WHICH RESTRICTS THE LIMITATION OR EXCLUSION OF LIABILITY, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.  

BY ACCESSING ANY KIRIX WEBSITE SUBJECT TO THESE TERMS OF USE, I UNDERSTAND THAT I AM WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, I ACKNOWLEDGE THAT I HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE, COUNTRY OR TERRITORY, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”


Kirix makes no representation or warranty whatsoever regarding the completeness, accuracy, currency or adequacy of any information, facts, views, opinions, statements or recommendations contained on the Kirix websites.  Reference to any third-party product or service does not constitute or imply its endorsement or recommendation by Kirix.  Views and opinions of users (including the weblogs of Kirix employees) of Kirix’s websites do not necessarily state or reflect those of Kirix Corporation.

The Internet is inherently insecure.  Kirix expressly disclaims any and all liability, and you agree that Kirix will not be liable to you in any way arising from or related to any damage resulting to any computer or data from any security breach, or from any virus, bugs, tampering, unauthorized intervention, fraud, error, omission, interruption, deletion, defect, delay in operation or transmission, telecommunications failure or any other technical malfunction.  You should also be aware that email submissions over the Internet may not be secure, and you should consider this before e-mailing Kirix any information.  Kirix makes no representation or warranty whatsoever regarding the suitability, functionality, availability or operation of the Kirix websites.  A Kirix website may be temporarily unavailable due to maintenance, malfunction of computer equipment or any other reason.

Indemnification

You agree to defend, indemnify and hold harmless Kirix, its affiliates, subsidiaries, licensors and assigns, and their respective officers, directors, agents and employees from and against any claims, suits, losses, damages, fines and expenses (including attorneys’ fees and costs) arising out of or in any way related to your use of the Kirix websites or any materials downloaded, obtained, used or otherwise accessed or acquired through any Kirix website: (i) in breach of these Terms Of Use or in violation of any law or regulation; (ii) that attempts, commits or results in any actual or alleged infringement, misappropriation or violation of any third party’s rights; and / or (iii) in breach of any agreement between you and any third party.  Kirix reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you shall not in any event settle any such matter without the prior written consent of Kirix.  This indemnification section will survive any termination or expiration of these Terms Of Use.

Digital Millennium Copyright Act

In accordance with the Digital Millennium Copyright Act, Kirix has designated a Copyright Agent to receive notice of claims of copyright infringement on the website.  Kirix’s Copyright Agent may be reached at legal@kirix.com or by mailing 977 N. Oaklawn Avenue, Suite 106, Elmhurst, Illinois 60126, U.S.A. Attention: Copyright Agent.

If you believe that your work has been copied in a way that constitutes copyright infringement, please promptly provide Kirix’s Copyright Agent the following information:

  1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
  2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.
  3. Identification of the material 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 information reasonably sufficient to permit the service provider to locate the material.
  4. Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted.
  5. A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
  6. 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. 

Location

Kirix operates its websites in the United States.  Information contained on Kirix’s websites may not be appropriate or available for use in other locations, and access to this website from territories where the content of the website may be illegal is prohibited.  If you access this website form other locations, you do so on your own initiative and you are solely responsible for compliance with applicable local laws.  These Terms Of Use shall be construed and enforced in accordance with the laws of the State of Illinois, without regard to its conflicts of law principles.  You agree that any lawsuit filed by you with respect to the Terms Of Use and / or your use of any Kirix website must be filed exclusively in the County of DuPage or County of Cook, State of Illinois.

Contacting Kirix

Any questions or concerns regarding these Terms Of Use should be directed to: legal@kirix.com, or via mail to Kirix Corporation, attn: Terms Of Use, 977 N. Oaklawn Avenue, Suite 106, Elmhurst, Illinois 60126, U.S.A.

English Language

For users residing in Quebec, France and other francophone jurisdictions: You and Kirix have expressly requested that the Terms Of Use and all documents and notices be drafted in the English language.  Toi et Kirix ont demandé expressément qua la présente entente et tous les document et avis connexes soient rédigés en anglais.

General Terms

Kirix’s failure to exercise, or delay in exercising, any of Kirix’s rights under these Terms Of Use will not constitute or be deemed a waiver or forfeiture of those rights.

These Terms Of Use are the entire agreement between you and Kirix concerning your use of Kirix’s websites and they supersede any prior or contemporaneous written or oral agreements with respect to the subject matter, and may not be amended or modified except by subsequent agreement in writing by you and an officer of Kirix.