The following are terms of a legal agreement (“Agreement” or “Terms”) between you and HKP Pro Active Solutions, LLC d/b/a HKPO, its affiliates, employees, members, agents, and partners (collectively the “Company”). By accessing, browsing and/or otherwise using this web site (“Site”), you acknowledge that you have read, understood and agreed to be bound by these terms and conditions, and to comply with all applicable laws and regulations, including U.S. export and re-export control laws and regulations. If you do not agree to all of these terms and conditions, you may not access, browse and/or use this Site. Any new or different terms supplied by you are specifically rejected by the Company, unless the Company has agreed to them in a signed written document specifically including those new or different terms. The material provided on this Site is protected by law, including, but not limited to, United States copyright law and international treaties.
These terms of access apply to your access to and use of this Site and do not alter in any way the terms and conditions of any other agreement you may have with Company for products, services or otherwise, unless otherwise directed by Company. If you breach any of these terms and conditions, your authorization to use this Site automatically terminates and you must immediately destroy any downloaded or printed materials and discontinue use of any hyperlinks to this Site.
The Site includes a variety of features and services, including an internet-based tools and services, including for viewing webinars, podcasts and posting in on-line social communities designed to facilitate valuable conversation among users of the Site (“Users”). The Site also allows our Users to create individual profiles, which can include personal information. Please understand that all information submitted on the Site might potentially be publicly accessible. Important and private information should be protected by you. Please review our Privacy Policy which sets forth how we handle and use your information. We are not liable for protection of privacy of electronic mail or other information transferred through the internet or any other network provider that you may use.
Use Restrictions
Copyright. All Site materials, including, without limitation, text, pictures, graphics and other files and the selection and arrangement thereof are copyrighted materials of Company, ALL RIGHTS RESERVED, or by the original creator of the material. Permission is granted to display, copy, distribute, and download the materials on this Site for personal, noncommercial use only, provided that you do not modify the materials and that you retain all copyright and other proprietary notices contained in the materials. You may not, however, distribute, copy, reproduce, display, republish, download, or transmit any material on this Site for commercial use without prior written approval of Company. You may not “mirror” any material contained on this Site on any other server without prior written permission from Company. Any unauthorized use of any material contained on this Site may violate copyright laws, trademark laws, the laws of privacy and publicity and communications regulations and statutes.
Trademarks. The trademarks, service marks, trade names, and logos (the “Trademarks”) used and displayed on this Site may be registered and unregistered Trademarks of Company or of a third party who has granted the Company permission to use the Trademarks. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks and/or trade dress of Company, and may not be copied, imitated or used, in whole or in part, without the prior written permission of Company. You acknowledge that the Trademarks used and displayed on this Site are and shall remain the sole property of Company or the Trademark owner. Nothing in this Agreement shall confer any right of ownership of any of the Trademarks on you. Further, nothing in this Site shall be construed as granting, by implication, estoppel or otherwise any license or right to use any Trademark used or displayed on the Site, without the express written permission of Company or the Trademark owner. The misuse of the trademarks displayed on this Site, or any other content on the Site, is strictly prohibited.
Hyperlinks. You are granted a limited, nonexclusive right to create a “hypertext” link to this Site provided that such link is to the entry page of this Site and does not portray Company or any of its products or services in a false, misleading, derogatory, or otherwise defamatory manner. This limited right may be revoked at any time for any reason whatsoever. You may not use framing techniques to enclose any Company trademark, logo or trade name or other proprietary information including the images found at the Site, the content of any text or the layout/design of any page or any form contained on a page without Company’s express written consent. Any links to third party sites on this Site are provided solely as convenience to you. If you use these links, you will leave this Site. Company has not reviewed all of these third party sites and does not control and is not responsible for any of these sites, their content or their policies, including, without limitation, privacy policies or lack thereof. Company does not endorse or make any representations about third party sites or any information, software or other products or materials found there, or any results that may be obtained from using them. If you decide to access any of the third party sites linked to this site, you do so entirely at your own risk. You acknowledge and agree that Company 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 reliance on any such third party sites.
Limited Access. Except as otherwise expressly permitted by Company, any access or attempt to access other areas of the Company computer system or other information contained on the system for any purposes is strictly prohibited. You agree that you will not use any robot, spider, other automatic device, or manual process to “screen scrape,” monitor, “mine,” “crawl” or copy the Web pages on the Site or the content contained therein without Company’ prior, express, and written permission. You will not spam or send unsolicited e-mail to any other user of the Site for any reason. You agree that you will not use any device, software or routine to interfere or attempt to interfere with the proper working of the Site. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on Company’s infrastructure.
Additional Use Restrictions. You shall not post, transmit, e-mail, re-transmit or store material on or through the Site or any of the services provided by Company which, in the sole judgment of the Company: (i) is in violation of any local, state, federal or non-United States law or regulation, (ii) is threatening, obscene, indecent, defamatory or that otherwise could adversely affect any individual, group or entity (collectively, “Persons”) or (iii) violates the rights of any person, including rights protected by copyright, trade secret, patent or other intellectual property or similar laws or regulations including, but not limited to, the installation or distribution of “pirated” or other software products that are not appropriately licensed for use by you. You shall be responsible for determining what laws or regulations are applicable to its use of the Site and Services. In addition, you may only use the Site and Services in a manner that, in the Company’s sole judgment, is consistent with the purposes of such Site and Services. If you are unsure of whether any contemplated use or action is permitted, please contact the Company at sensei@senseiondemand.com. If you feel any user content of other information on the Site is offensive, inaccurate, defamatory, infringing, or troublesome please immediately contact a Company representative at sensei@senseiondemand.com. The Company will review the content for the alleged violation and may remove or may ask a user to change any such content as quickly as possible and in most cases, within 1-7 days from the date the report was made.
By way of example, and not limitation, the following uses described below of the Site and Services are expressly prohibited:
- upload, post, e-mail or otherwise transmit any information, data, text, software, music, sound, photographs, graphics, video, messages or other materials (collectively, “Content”) that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable. Pornography and pornographic related merchandising are prohibited on the Site, including providing links to pornographic content elsewhere;
- harm minors in any way;
- impersonate any person or entity, including, but not limited to, a Company official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;
- forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Site or develop restricted or password-only access pages, or hidden pages or images (those not linked to from another accessible page);
- upload, post, e-mail or otherwise transmit any Content 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;
- upload, post, e-mail or otherwise transmit any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
- upload, post, e-mail or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation, except in those areas of the Site that are designated for such purpose;
- upload, post, e-mail 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;
- disrupt the normal flow of dialogue, cause a screen to “scroll” faster than other users of the Site are able to type, or otherwise act in a manner that negatively affects other users’ ability to engage in real time exchanges;
- interfere with or disrupt the Site, Services or servers or networks connected to the Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Site;
- intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;
- “stalk” or otherwise harass another;
- promote or provide instructional information about illegal activities, promote physical harm or injury against any group or individual, or promote any act of cruelty to animals. This may include, but is not limited to, providing instructions on how to assemble bombs, grenades and other weapons, and creating “Crush” sites; and
- effecting security breaches or disruptions of Internet communication. Security breaches include, but are not limited to, accessing data of which you are not an intended recipient or logging into a server or account that you are not expressly authorized to access.
Member Accounts, Passwords and Security
User Name/Password. Upon your successful registration with the Site you will be provided with a unique password that will permit you to access certain areas of the Site. You agree that the Site and all databases will be accessed and used solely by you, with your unique user name and password. You are solely responsible for maintaining the confidentiality of your user account, profile and passwords. You agree not to provide your password or otherwise permit access to the Site by any third party. You hereby agree to protect and keep your password confidential, to change your password regularly, and to maintain appropriate and regularly updated malware scanning and cleaning tools on your network and individual computer(s) utilized to access the Site. You may not share your password or other account access information with any other person or entity, temporarily or permanently, and you shall be responsible for all uses of your user names and passwords, whether or not authorized by you. You will be held responsible for any purchases made within your account, unless you provide proof that you have filed a criminal.
Limited License. The Company grants you a limited non-exclusive license to use the Site and User content for your internal use only. You may not sell, transfer or assign any of your rights hereunder to any third party without the express written authorization of the Company. You agree that you are solely responsible for the content of any data, information, or document that you post to the Site or that you give to the Company that is to be placed in the public domain and any consequences arising from such posting. The Company reserves the right to suspend or terminate your access and use of the Site and user content at any time if the Company determines that you are in breach of these Terms.
Registration Representations. The Company is concerned about the safety and privacy of all its users, especially children. For this reason, user accounts are exclusively limited to people over the age of 13. You represent, warrant and agree that you are at least 13 years of age or older. In consideration of your use of the Site, you represent that you are not a person that has any criminal intent or that is barred from receiving information or services from the Site under the laws of the United States or other applicable jurisdiction. You also agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Site’s user registration forms (the “Registration Data”) and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or the Company has reason to suspect that such information is untrue, inaccurate, not current or incomplete, the Company has the right to freeze or terminate your account and refuse any and all current or future use of the Site (or any portion thereof).
No Obligation to Monitor; Right to Remove Content. You acknowledge that the Company may not, nor does it have any obligation to, pre-screen or monitor any user content, but that the Company and its designees shall have the right, but not the obligation, in its sole discretion, for any reason whatsoever, to post, remove or edit, in whole or in part, any User content, including but not limited to, free or paid advertisements or listings, on or from the Site, or refuse to do the same. The Company and its designees shall have the right to remove any User content that violates these Terms or is otherwise objectionable as determined in the sole discretion of the Company. Without limiting the foregoing, the Company and its designees shall have the right to edit or remove any User content that is inaccurate, incomplete or is otherwise objectionable. You understand and agree that you bear all risks associated with the use of any User content accessed via the Site, including any reliance on the accuracy, completeness, or usefulness of any User content found on the Site. You expressly understand and agree that you may not rely on any content created by the Company or submitted to the Site, including without limitation information in message boards, or communications or advertisements that you receive from the Company and/or our partners and/or our vendors.
You acknowledge, consent and agree that the Company may access, retain and disclose your account information and User content if required to do so by law or in a good faith belief that such retention or disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce the Terms; (iii) respond to claims that any user content violates the rights of any third party; (iv) respond to your requests for customer service; or (v) protect the rights, property or personal safety of the Company, its users and/or the public.
Risk/Release. You understand and acknowledge that there are risks, including but not limited to the risk of physical harm, of dealing with strangers, foreign nationals, underage persons or people acting under false pretenses and with possible malicious intent. When you choose to use the Site, you assume all risks associated with dealing with other Users with whom you come in contact with through the Site. Other user’s information may be offensive, incomplete, deceptive, harmful or inaccurate, and in some cases may be mislabeled or deceptively labeled. You acknowledge these risks, take all responsibility for all risks of using or relying on any data, communications, or User content on or through the Site and agree to use caution and common sense when using the Site. As User authentication on the Internet is difficult, the Company cannot and does not confirm that each User is who they claim to be. The Company does not control direct User-to-User communications or the behavior of participants on the Site. In the event that you have a dispute with one or more Users, you release the Company (and our its agents and employees) from claims, demands and damages (actual, consequential, direct and indirect) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
As with any website, only post information you are comfortable sharing with the public. When you use the Site, you must decide how much and which contact information you wish to make available through your posting.
Third Party Links/Advertisements/Sponsors. Certain areas of the Site, and various third parties, may provide links to third party web sites or resources solely as a convenience to you and not as an endorsement by the Company of the contents of any third-party web sites. The Company has no affiliation with such third parties, nor does the Company endorse any of the products and services offered by such third parties. If you choose to use the products or services of these third parties you do so at your own risk. Without limiting any of the other disclaimers of warranty set forth in these Terms, the Company does not make any representations, guarantees or any warranties regarding and is not liable for the content, advertising, quality, reliability, accuracy, speed, nature, or fitness for any purpose of or any other aspect of any of content of such third-party web site or the products or services provided by any third party. If you seek any kind of guarantee or warranty for a third party’s products or services please contact the third party directly.
Company Services
The Company provides users with access to a wealth of resources, including without limitation various communications tools, webinars, podcasts, forums, search services, purchasing opportunities, personalized content and branding opportunities through its network of sites which may be accessed through any various medium or device now known or hereafter developed (referred to as the “Services”). You also understand and agree that the Site and Services may include advertisements and that these advertisements are required and necessary for the Company to provide its Site and Services. You also understand and agree that the Site and Services may include certain communications from the Company such as service related announcements, administrative messages, and account maintenance related messages and that these communications are considered part of your membership and you will not be able to opt out of receiving them. Unless explicitly stated otherwise, any new features that augment or enhance the current Site and Services shall be subject to these Terms. You understand and agree that the Company assumes no responsibility for the timeliness, deletion, mistaken delivery or failure to store any user data, communications or personalization settings. You understand and agree that you are solely responsible for obtaining access to the Site, and that access may involve third-party fees and all equipment necessary to access the Site (such as Internet service provider or airtime charges and access to a computer, monitor, and any necessary peripherals). You are responsible for the associated costs to access the Site, in addition to any fees that you agree to pay directly to the Company for use of the Site and Services. You understand and agree that the technical processing and transmission of data, including your content, may require (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
Disclaimer Warranty
This Site and the Services, including all software, functions, materials, and information, is provided “AS IS” without warranties of any kind, either express or implied. Company is not qualified to, nor does the Company provide any financial advice and by using the Site or Services you agree you are not relying on any such advice. Company disclaims all warranties, express or implied, including, but not limited to, warranties of quiet enjoyment and non-infringement and implied warranties of merchantability, fitness for a particular purpose, non-infringement, title, quiet enjoyment, merchantability of computer programs, data accuracy, system integration, and informational content. Company does not warrant or make any representations regarding the operation of this Site, the Services, the security of any data posted to the Site, the use, validity, accuracy or reliability of, or the results of the use of the materials on this Site, including any financial information, podcasts, training materials, or any other sites linked to this Site. The materials of this Site may be out of date, and Company makes no commitment to update the materials at this Site. Company does not and cannot guarantee or warrant that the files available for downloading from this Site, if any, will be free from infection, viruses, worms, Trojan horses, or other code that manifest contaminating or destructive properties. Company does not warrant that this Site, software, materials, products, or Services will be uninterrupted or error-free or that any defects in this Site, software, materials, products, or services will be corrected. The Company does not, and cannot, guarantee any specific results from the use of the Site or Services and makes no representations or warranties as to whether the use of this Site or Services achieve the results you desire.
Indemnity
You agree to defend, indemnify and hold harmless the Company and its affiliates, officers, agents, directors, employees, partners and licensors from and against any third party claims, actions or demands (including, without limitation, costs, damages and reasonable legal and accounting fees) alleging or resulting from or in connection with your use of the Site or Services, or arising out of user content that you submit, post, transmit, modify or otherwise make available through the Site, your use of the Services, your violation of these Terms, breach of this Agreement, or your violation of any of the rights of another person or entity.
Limitation of Liability
In no event will Company, its suppliers or other third parties mentioned at or in this Site be liable for any damages, including, without limitation direct, indirect, special, incidental, or consequential damages, damages resulting from lost profits, lost data or business interruption arising out of or relating to the use, inability to use, or resulting from the use of the Services, this Site, any web sites linked to this Site, the materials, software or other information contained in any or all such sites, whether based on warranty, contracts, statutes, regulations, tort (including but not limited to, negligence) or any other legal theory and whether or not advised of the possibility of such damages. If your use of the Services, materials or information from this Site results in the need for servicing, repair or correction of equipment or data, you assume all costs thereof. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. You understand and agree that there are inherent risks with providing or posting your personal data on any website and that sharing and your posting of your personal data is at your own risk. THESE LIMITATIONS AND EXCLUSIONS APPLY WITHOUT REGARD TO WHETHER THE DAMAGES ARISE FROM (1) BREACH OF CONTRACT, (2) BREACH OF WARRANTY, (3) NEGLIGENCE, OR (4) ANY OTHER CAUSE OF ACTION, TO THE EXTENT SUCH EXCLUSION AND LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW. IF YOU DO NOT AGREE WITH ANY PART OF THESE TERMS OF USE, OR YOU HAVE ANY OTHER DISPUTE OR CLAIM WITH OR AGAINST COMPANY WITH RESPECT TO THESE TERMS OF USE, THE SITE OR THE COMPANY’S SERVICES, THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE AND SERVICES.
In no event shall the Company’s aggregate liability to you or any third party, for all causes of action and theories of liability whatsoever, exceed the actual amount paid by you to the Company during the previous year.
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Site or Services must be filed within one (1) year after such claim or cause of action arose or it shall be forever barred.
Revisions to This Agreement
Company may revise this Agreement at any time without notice by updating this posting. By using this Site and Services you agree to be bound by any such revisions and should therefore periodically visit this Site and page to determine the then current terms and conditions of use to which you are bound.
Transmissions/Submissions
Any material, information or idea you transmit to or post on this Site by any means will be treated as non-confidential and non-proprietary and may be disseminated or used by Company or its affiliates for any purpose whatsoever. The Company does not accept or consider and will not compensate for creative ideas, suggestions, inventions or user content, unless the Company has specifically requested them and agreed in advance in a written and signed agreement to provide compensation. You are prohibited from posting or transmitting to or from this Site any unlawful, threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic, profane material or any other material, including but not limited to any material that could give rise to any civil or criminal liability under both domestic and international law.
You hereby grant us and our licensees, agents, representatives and other authorized users, a perpetual, non-exclusive, irrevocable, fully-paid, royalty-free, sub-licensable and transferable (in whole or part) worldwide license under all copyrights, trademarks, patents, trade secrets, privacy and publicity rights and other intellectual property rights you own or control to use, reproduce, transmit, display, exhibit, distribute, comment on, modify, create derivative works based upon, perform and otherwise exploit such submissions, in whole or in part, in all media formats and channels now known or hereafter devised for any and all purposes without further notice to you, with or without attribution, and without the requirement of any permission from or payment to you or to any other person or entity.
You represent and warrant that you own or have the necessary rights, licenses, consents and permissions, without the need for any permission from or payment to any other person or entity, to exploit, and to authorize us to exploit, such submission in all manners contemplated by these Terms. You represent and warrant that your submissions do not contain confidential or proprietary information; the Company is not under any obligation of confidentiality, express or implied, with respect to the submissions; the Company shall be entitled to use or disclose (or choose not to use or disclose) such submissions for any purpose, in any way, in any media worldwide; your submissions automatically become the property of the Company without any obligation of the Company to you; and you understand and agree that you are not entitled to any compensation or reimbursement of any kind from the Company under any circumstances.
Digital Millenium Copyright Act
Owners of copyrighted works who believe that their rights under U.S. copyright law have been infringed may take advantage of certain provisions of the Digital Millennium Copyright Act of 1998 (the “DMCA”) to report alleged infringements. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide our copyright agent the written information specified below. Please note that this procedure is exclusively for notifying us that your copyrighted material has been infringed.
- An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
- A description of the copyrighted work that you claim has been infringed upon;
- A description of where the material that you claim is infringing is located on the Site;
- Your address, telephone number, and e-mail address;
- A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
- A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
Our Copyright Agent for notice of claims of copyright infringement on the Site can be reached as follows: sensei@senseiondemand.com
Termination
You may terminate your user account, any associated email address, and access to the Site at any time by submitting such termination request to the Company. You agree that the Company may, without prior notice, immediately terminate, limit your access to, or freeze your account, any associated email address, and access to the Site, at its sole discretion. The Company may also terminate the Site at any time or may offer to migrate your account and any of your content to a new site. You must explicitly opt in to any migration of your account in advance of any announced migration date.
Applicable Laws & Miscellaneous
If any provision(s) of this Agreement is held by a court of competent jurisdiction to be contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the parties with the other provisions remaining in full force and effect. Company’s failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Company in writing. The section titles in this Agreement are solely used for the convenience of the parties and have no legal or contractual significance. This Agreement may be assigned in whole or in part by Company. This Agreement may not be assigned in any manner by you without the express, prior written permission of Company. This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland notwithstanding any conflict of laws provisions. You irrevocably and unconditionally (i) consent to submit to the exclusive jurisdiction of the federal courts of Maryland and the state courts located in Howard County, Maryland (the “Maryland Courts”) for any litigation or dispute arising out of or relating to this Agreement or the relationship of the parties hereto, (ii) agree not to commence any litigation arising out of or relating to this Agreement except in the Maryland Courts, (iii) agree not to plead or claim that such litigation brought therein has been brought in an inconvenient forum, and (iv) agree the Maryland Courts represent the exclusive jurisdiction for all disputes relating to this Agreement. You agree that the Uniform Computer Information Transactions Act, Annotated Code of Maryland, Commercial Law § 22-101 et seq. (“UCITA”), shall not apply to this Agreement to the extent allowable by law. The Parties agree that the Company shall be entitled to the use of self-help, including electronic self-help as those terms are defined in UCITA.
Notwithstanding, if you are located, or your use of the Site is, or the infringing act occurs, outside of the United States of America, the Company may elect to proceed by arbitration in its sole an absolute discretion. Upon such election by the Company, arbitration shall be conducted in Columbia, Maryland by the rules of the American Arbitration Association (the “AAA”) or the International Centre for Dispute Resolution (‘ICDR’), at Company’s sole discretion, by a single arbitrator knowledgeable in the Company’s industry, and in accordance with the rules thereof then pertaining. This section shall not, in the event arbitration is chosen, prevent Company from instituting litigation, in order to obtain standing, and seeking injunctive relief from any United States state or federal court under any law or ordinance or from any other tribunal which may have jurisdiction over the parties.
If you have any questions or comments, you may reach a Company representative at sensei@senseiondemand.com
