Welcome to the Kohabit Website located at www.Kohabit.com (the “Website”).
IMPORTANT – PLEASE READ CAREFULLY:
1. YOUR ACCEPTANCE.
By opening, accessing, downloading browsing or otherwise using, in any way, the Website including, any service or feature on the Website and Kohabit Content (as defined below), You consent to, and are bound by, these Terms. In order to use the Website, You must be 18 or over, or of the legal age to form a binding contract in your jurisdiction if that age is greater than 18 years of age. If you are under the age of 18 or the applicable legal age in your jurisdiction, you can use the Website only in conjunction with, and under the supervision of, your parent or guardian who has agreed to the Terms on Your behalf. Kohabit Content means all information, data, text, software, music, sounds, images, photographs, graphics, videos, web-casts, messages, tags, or other materials that are available on, or through, the Website.
Kohabit may modify the Terms from time to time, in its sole discretion, or may modify, suspend or discontinue, temporarily or permanently, the Website or any part or feature thereof, with or without notice, and without liability to You. Modifications to these Terms, including, but not limited to, any Policies, will be posted on the relevant area of the Website and will be effective immediately upon posting. You agree to review the Terms from time to time to ensure you are updated as to any modifications. By continuing to use the Website following any such modifications, You accept and agree to be bound by such modifications. IF ANY MODIFICATION IS NOT ACCEPTABLE TO YOU, YOUR SOLE REMEDY AND RECOURSE IS TO DISCONTINUE USE OF THE WEBSITE.
You are not required to register in order to access the Website. In order to use certain features of the Website including, without limitation, the Kohabit Service, You will have to register and create a unique, password-protected account (“Your Account”). You agree to: (a) provide true, accurate, current, and complete information as prompted by the registration form; and (b) maintain and update such information to keep it true, accurate, current, and complete at all times. Kohabit reserves the right to delete Your Account without warning if you are found to have misrepresented your age or any of the registration information submitted. You are responsible for maintaining the confidentiality of your password and email address. You agree to (a) immediately notify Kohabit of any unauthorized use of your password or account, or any other breach of security, and (b) ensure that you exit from your account at the end of each session. You will be solely responsible for safeguarding Your password and also for any actions under Your password and Account, whether authorized by You or not. Kohabit cannot and will not be liable for any loss or damage arising from your failure to comply with this section.
You acknowledge and agree that the Website uses and contains proprietary and confidential technology and information owned by, or licensed to, Kohabit and protected by applicable intellectual property and other laws and international treaties. Kohabit Content displayed on or through the Website is copyrighted by Kohabit and its licensors under United States and international copyright laws. Other than with respect to Your Submissions (as defined below), and as expressly set forth in this Agreement, the Kohabit Content may not be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale, or redistributed in any way without the prior written permission of Kohabit. You must abide by all copyright notices, information, or restrictions contained in or attached to any Kohabit Content. Kohabit and the Kohabit logo, as well as certain other of the words and logos displayed on the Website, constitute trademarks, trade names, or service marks (“Marks”) of Kohabit or other entities. You are not authorized to use any such Marks. Ownership of all such Marks and the goodwill associated therewith remains with Kohabit or those other entities. Your Submissions includes all content, including Your Feedback (as defined below), that You upload, post, publish, display or otherwise make available on, or through, the Website.
6. YOUR PERMISSION.
Subject to Your acceptance and compliance with the Terms, Kohabit hereby grants You permission to access and use the Website, provided that You shall not (and not allow third party to):
a) infringe on our or any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
b) express or imply that any of your statements, activities or causes are endorsed by us, without our prior written consent in each instance;
c) transmit any trade secret or other material, non-public information about any person, company or entity without the authorization to do so;
d) be libelous, defamatory, threatening, harassing, invasive of privacy, abusive, tortious, hateful, discriminatory, pornographic or obscene;
e) modify, adapt, translate, or reverse engineer any portion of the Website;
f) remove any copyright, trademark or other proprietary rights notices contained in or on the Website or in or on any content or other material obtained via the Website;
g) use any robot, spider, site search/retrieval application, or other automated device, process or means to access, retrieve or index any portion of the Website;
h) access, retrieve or index any portion of the Website for purposes of constructing or populating a searchable database of business reviews;
i) collect or harvest any information about other users or members (including usernames and/or email addresses) for any purpose;
j) reformat or frame any portion of the web pages that are part of the Website;
k) create user accounts by automated means or under false or fraudulent pretenses;
l) create or transmit unwanted electronic communications such as “spam” to other users or members of the Website or otherwise interfere with other users’ or members’ enjoyment of the Website;
m) transmit any viruses, worms, defects, Trojan horses or other items of a destructive nature;
n) use the Website to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material, including any material that may be deemed threatening or obscene;
o) copy or store any Kohabit Content offered on the Website for other than your own personal, non-commercial use (except as expressly licensed as part of the Kohabit Service under the Kohabit Service Agreement);
p) use any device, software or routine that interferes with the proper working of the Website, or otherwise attempt to interfere with the proper working of the Website;
q) take any action that imposes, or may impose in our sole discretion, an unreasonable or disproportionately large load on our IT infrastructure;
r) use the Website intentionally or unintentionally, to violate any applicable local, state, national or international law; or
s) collect or store personal data about other users in connection with the prohibited activities described in this paragraph.
7. NO USE BY CHILDREN UNDER 13
You hereby affirm that you are over the age of 12, as this Website is not intended for children under 13. If you are under 13 years of age, then you may not use the Website. You further affirm that you are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement.
8. YOUR SUBMISSIONS
You own all of the content and information you post on this Kohabit. In addition:
For content that is covered by intellectual property rights, like photos and videos (IP Intellectual Property content), you specifically give us the following permission: you grant us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use any IP content that you post on or in connection with Kohabit (IP License).
As part of your use of the Website, you may participate in certain listings, portfolios, projects, message boards, member communications and/or other public forums. Your participation is voluntary; however, by choosing to create listings, portfolios, projects, post photos or comments, send any messages, submit any ideas or feedback, or otherwise participate in any Kohabit forum, you acknowledge and agree that any postings, messages, text, photos, audio/visual works, information, suggestions, feedback, reviews or content provided by you (collectively, “Content”) may be viewed by the general public and will not be treated as private, proprietary or confidential, and you authorize us and our affiliates, licensees and sublicensees, without compensation to you or others, to copy, adapt, create derivative works of, reproduce, incorporate, distribute, publicly display or otherwise use or exploit such Content throughout the world in any format or media (whether now known or hereafter created) for the duration of any copyright or other rights in such Content, and such permission shall be perpetual and may not be revoked for any reason. Further, to the extent permitted under applicable law, you waive and release and covenant not to assert any moral rights that you may have in any Content posted or provided by you.
By posting or providing any Content on the Website, you represent and warrant to Kohabit that you own or have the right to use and permit us to use and license such Content in the manner stated in this Agreement. By way of example and not limitation, if you post or otherwise provide a photograph which includes an image of any person, you need to first obtain permission or a release from such person appearing in the photograph to use their image and permit us to use and license it as stated in this Agreement and you must be the owner or licensee of the copyright in the photograph, with the right to permit us to use it as stated in this Agreement. By way of further example and not limitation, if you post or otherwise provide a photograph of a pictorial, graphic, sculptural or architectural work that is protected by copyright, you need to first obtain permission or a release from the owner of the copyright in such work to reproduce and adapt their work and permit us to use it as stated in this Agreement and you must be the owner or licensee of the copyright in the photograph, with the right to permit us to use it as stated in this Agreement. Furthermore you represent and warrant that the content you provide is accurate and truthful.
Kohabit may enable you to post ratings or reviews of vendors, service providers and/or their products or services on the Website (your “Reviews”). Reviews are considered Content. You may not post any reviews about a vendor, service provider or any of their products or services if you are (a) an employee, contractor, officer or director of the vendor and/or service provider; (b) an employee, contractor, officer or director of a competitor of the vendor and/or service provider; or (c) related to the vendor and/or service provider in any way, including blood, adoption or by marriage. By posting a Review, you acknowledge and agree that such Content: (1) is based upon your first-hand experience with the vendor, service provider or product or service that is the subject of the Review; (2) is accurate, truthful and complete.
You agree not to post or provide any Content that belongs to any person other than yourself or that contains the name, voice or likeness of any person other than yourself unless you first obtain permission to do so, and to grant to us the rights granted in this agreement, from that person.
You agree not to abuse the listing service and not to post more than 20 listings without written approval from Kohabit.
If you identify yourself by name or provide a picture or audio or video recording of yourself, you further authorize us and our affiliates, licensees and sublicensees, without compensation to you or others, to reproduce, print, publish and disseminate in any format or media (whether now know or hereafter created) your name, voice and likeness throughout the world, and such permission shall be perpetual and cannot be revoked for any reason.
You further agree that we may use the posted or provided Content in any manner that we deem appropriate or necessary. We reserve the right to edit or abridge any Content for any reason, and to edit, refuse to post or remove any Content submitted by you or others. We cannot and do not guarantee that we will post all Content submitted or that such content will not be offensive, defamatory or objectionable. Although we reserve the right to remove without notice any Content for any reason, we have no obligation to delete Content that you personally may find objectionable or offensive. We do not control in real time the Content posted via the Services and as such do not guarantee the accuracy, integrity or quality of such Content. In addition to other disclaimers found in this Agreement, we do not endorse or make any warranties or representations with respect to the accuracy, completeness or timeliness of any Content posted on the Website.
9. COPYRIGHT POLICY.
You acknowledge that the Site, its Services, any underlying technology used in connection therewith, and all software, material, information, communications, text, graphics, links, electronic art, animations, audio, video, photos, and other data (collectively, the “Content”) available within the Site are protected by U.S. Copyright and Trademark laws. Except as expressly authorized by Kohabit or any relevant third parties, or as may be posted on the Site, the User may not copy, reproduce, publish, distribute, modify, create derivative works of, rent, lease, sell, transfer, display, transmit, compile or collect in a database, or in any manner commercially exploit any part of the Content or the Services, in whole or in part. The User may not store any of the Content or the Services owned by or licensed to Kohabit in any form, whether archival files, computer-readable files, or via any other medium. The User also may not “mirror” or reverse engineer any Content or the Services on any other server.
It is Kohabit’s policy to comply with the DMCA or any equivalent law in other countries where the Website is made accessible. Kohabit shall: (i) block access to, or remove material that it believes in good faith infringes copyright of a third party; and (ii) remove and discontinue service to repeat infringers.
Copyright owners or any agents thereof who believe that any content on the Website infringes upon their copyrights may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent with the following information in writing ( see 17 U.S.C 512(c)(3) for further detail): (a) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (c) 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; (d) Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail; (e) A statement that you have 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; and (f) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. (g) Such written notice should be sent to our designated agent as follows:
Subject: Kohabit Copyright Dept.
Email to: email@example.com.
Please also note that under Section 512(f) any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.
If You elect to send us a counter notice, to be effective it must be a written communication provided to our designated agent that includes substantially the following (please consult your legal counsel or see 17 U.S.C. Section 512(g)(3) to confirm these requirements): (a) A physical or electronic signature of the subscriber; (b) Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled; (c) A statement under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; (d) The subscriber’s name, address, and telephone number, and a statement that the subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the subscriber’s address is outside of the United States, for any judicial district in which the service provider may be found, and that the subscriber will accept service of process from the person who provided notification under subsection (c)(1)(C) or an agent of such person.
You will indemnify, defend and hold Kohabit and its officers, directors, employees, shareholders, successors, agents, affiliates, subsidiaries and relevant third parties including advertisers, distribution partners, referral partners, service providers, licensors, licensees, consultants and contractors (collectively the “Kohabit Entities”) harmless from and against any claims, liabilities, losses, costs, damages or expenses including reasonable attorneys’ fees and costs, directly or indirectly, arising out of or in any way relating to: (i) Your negligence or misconduct; (ii) Your Submissions or any other information or material You submit; (iii) Your conduct, including Your use of the Website; (iv) any violation or breach of this Agreement; or (v) any violation or infringement of any intellectual property, privacy, publicity, confidentiality or proprietary rights of any third-party as a result of Your use of the Website (collectively, the “Claims”). You are solely responsible for defending any such Claims, and for payment of losses, costs, damages or expenses resulting from the foregoing to both a third party and to the Kohabit Entities. Kohabit shall have the right, in its sole discretion, to select its own legal counsel to defend Kohabit from any Claims (but by doing so shall not excuse Your indemnity obligations) and You shall be solely responsible for the payment of all Kohabit’s reasonable attorneys’ fees incurred in connection therewith. You shall notify Kohabit immediately if You become aware of any actual or potential claims, suits, actions, allegations or charges that could affect Your or Kohabit’s ability to fully perform their respective duties or to exercise its rights under this Agreement. You shall not, without the prior written approval of Kohabit, settle, dispose or enter into any proposed settlement or resolution of any Claim (whether having been finally adjudicated or otherwise) brought against You, if such settlement or resolution results in any obligation or liability for Kohabit.
11. WARRANTY DISCLAIMERS
Your use of the Website is at Your sole discretion and risk. The Website and all materials, information, products and services included therein, are provide on an “AS IS” and “AS AVAILABLE” basis without warranties of any kind. KOHABIT AND ITS LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, RELATING TO THE WEBSITE, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COURSE OF DEALING OR COURSE OF PERFORMANCE. USE OF THE WEBSITE OR THE DOWNLOADING OR OTHER USE OF ANY CONTENT IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA OR OTHER HARM THAT RESULTS FROM SUCH ACTIVITIES. KOHABIT ASSUMES NO LIABILITY FOR ANY COMPUTER VIRUS OR OTHER SIMILAR SOFTWARE CODE THAT IS DOWNLOADED TO YOUR COMPUTER FROM THE WEBSITE.
KOHABIT AND ITS LICENSORS EXPRESSLY DISCLAIM ANY WARRANTIES: (I) REGARDING THE SECURITY, ACCURACY, RELIABILITY, TIMELINESS AND PERFORMANCE OF THE WEBSITE; (II) REGARDING THE CONTENT, SERVICES, ADVICE, INFORMATION OR LINKS PROVIDED BY ANY THIRD PARTY; (III) THAT THE WEBSITE WILL MEET YOUR REQUIREMENTS; OR (IV) THAT THE WEBSITE WILL BE ERROR-FREE OR UNINTERRUPTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM Kohabit OR FROM YOUR USE OF THE WEBSITE, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
Some states or jurisdictions do not allow the exclusion of certain warranties. Accordingly, some of the above exclusions may not apply to You.
12. LIMITATION OF LIABILITY
NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OF ANY KIND, NEITHER KOHABIT NOR ANY OF ITS LICENSORS, SPONSORS, AGENTS, SUCCESSORS, OR ASSIGNS, NOR OUR OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, OR OTHER REPRESENTATIVES, ARE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF PROFITS, LOST SAVINGS, OR LOSS OF DATA) OR LIABILITIES UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY MANNER TO THE WEBSITE, INFORMATION, SERVICES AND/OR ANY LINKED WEBSITE, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR LIABILITIES. YOUR SOLE REMEDY WITH RESPECT TO THIS WEBSITE, THE INFORMATION, SERVICES, OR ANY LINKED WEBSITE IS TO STOP USING THE WEBSITE, SERVICE, OR LINKED WEBSITE, AS APPLICABLE. NEITHER Kohabit NOR ANY OF ITS LICENSORS, SPONSORS, AGENTS, SUCCESSORS, OR ASSIGNS, NOR OUR OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, OR OTHER REPRESENTATIVES WILL HAVE ANY LIABILITY TO YOU FOR ANY DAMAGES, EXPENSES OR OTHER LIABILITY INCURRED BY YOU AS A RESULT OF (1) ANY INACCURACY, INCOMPLETENESS OR MISREPRESENTATION OF ANY INFORMATION, CONTENT, POSTINGS OR SUBMISSIONS PROVIDED OR POSTED ON THE WEBSITE BY THIRD PARTIES OR (2) YOUR HIRING OR ENGAGEMENT OF, OR ASSOCIATION WITH, ANY THIRD PARTY ADVERTISING OR OFFERING PRODUCTS OR SERVICES THROUGH THE WEBSITE.
You acknowledge that the limitations set forth above are an essential basis of the bargain and of the allocation of risks between the parties. Some states or jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to You.
13. THIRD PARTY CONTENT.
Website may provide links to third-party websites or resources and contain third-party advertisements. Kohabit has no control over such websites and resources and you acknowledge and agree that Kohabit is not responsible for the availability of such websites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such websites or resources. You further acknowledge and agree that Kohabit shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or inability to use (i) any sites or resources that Website provides links to or that provide links to the Website, or (ii) any content, goods, or services available on or through any such sites or resources. Kohabit takes no responsibility for third party advertisements which are posted on the Website nor does it take any responsibility for the goods or services provided by its advertisers. Your dealings with, or participation in promotions of, any third-party advertisers or other third-party providers of goods or services found on or through the Website and any terms, conditions, warranties, or representations associated with such dealings, are solely between you and such third-party advertiser or provider.
14.1 You agree that Kohabit, in its sole discretion, may terminate your use of the Website, for any reason, including, without limitation, if Kohabit believes that you have violated or acted inconsistently with the Terms or any additional posted guidelines, rules, and terms and conditions applicable to any services provided through the Website. You agree that any termination of your access to the Website under any provision of this Agreement may be effected without prior notice, and acknowledge and agree that Kohabit may immediately deactivate or delete your password and user name and all related information and files associated with it and/or bar any further access to such files or the Website. Kohabit shall not be liable to you or any third party for any termination of your access to the Website.
14.2 Kohabit reserves the right at any time and from time to time to modify, discontinue, temporarily or permanently, the Website, or any part or portion thereof, with or without notice to you. You agree that we shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Website, or any part of portion thereof. Nothing in this Agreement shall be construed to obligate Kohabit to maintain and support the Website, or any part or portion thereof, during the term of this Agreement.
15.1 Governing Law. These Terms shall be governed by and construed in accordance with the laws of the State of California, excluding its conflicts of laws principles. The United Nations Convention on Contracts for the International Sale of Goods is excluded and does not apply to this Agreement.
15.2 Assignment. You may not assign or transfer this Agreement, in whole or in part, without the prior written consent of Kohabit. Any attempted assignment in violation of this Section will be null and void and of no force or effect. Kohabit may assign this Agreement freely at any time without notice. Subject to the foregoing, this Agreement will bind and inure to the benefit of each party’s permitted successors and assigns.
15.3 Waiver. The failure to require performance of any provision shall not affect Kohabit’s right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself.
15.4 Severability. If any portion of this Agreement is found to be unenforceable, such portion will be modified to reflect the parties’ intention and only to the extent necessary to make it enforceable, and the remaining provisions of this Agreement will remain in full force and effect.
15.5 Entire Agreement. This Agreement constitutes the entire and exclusive understanding and agreement between You and Kohabit regarding this subject matter, and supersedes any and all prior or contemporaneous agreements or understandings, written and oral, between You and Kohabit relating to this subject matter.