Kanim Associates LLC

Terms of Service

These Terms of Service (this “Agreement”) is made between you and Kanim Associates, LLC (“Kanim”), under which you, the user, may use www.kanimllc.com, including all other platforms, features and sites (the “Website”). By using the Website, you acknowledge and agree to the terms and conditions of use set forth below in this Agreement:

Your Use of Content.

You may use the Website to share ideas and information and connect and communicate with our team. The contents of the Website, including but not limited to all materials, information, publications, text, databases, data, graphics, graphs, images, charts, photographs, illustrations, audio material, and audiovisual material (the “Content”) are only for your personal, noncommercial use. The Website is protected by copyright as a collective work or compilation. All materials contained on the Website are protected by copyright, and are owned or controlled by Kanim or the party or user that provides them. Unauthorized use may violate copyright, trademark, or other laws. To avoid unauthorized use, you:

• must abide by any and all additional copyright notices, information, or restrictions contained in any Content on the Website;

• may download and make copies of the Content and other downloadable items contained on the Website only for personal, noncommercial use and you must maintain all copyright and other notices contained in such Content; and

• may not copy or store any Content for any purpose other than personal, noncommercial use, unless you have obtained prior written permission from the Foundation or the copyright holder identified on our Website.

If you are a copyright owner and believe that material on the Website infringes your rights, please provide an official notice in accordance with the Digital Millennium Copyright Act by certified mail to the address listed in Section 16 of this Agreement.

Representation and Warranty with Regard to Age. You represent and warrant that you are at least 16 years old.

Communications. It is important to us that you maintain the right to your contributions to the Website, so unless specifically indicated, your ideas and content are your own. In order to operate the Website for its intended purposes, however, we require a limited license to use your contributions, as we may determine, for the proper functioning and operation of the Website. By providing information, posting messages, uploading files or documents, inputting data, or engaging in any other form of communication (“Communications”) with or to the Website or other users, you hereby grant to Kanim a perpetual, nonexclusive license to copy, display, reproduce, transmit, modify, prepare derivative works, and use such Communications in connection with the functioning and operation of the Website. If we need to use your Communications for other purposes, we will seek your permission. Because we are interested in your original contributions, you will not submit information that you don’t own or don’t have the right to use. You hereby waive all rights to any claim against Kanim for any alleged or actual infringements of any proprietary rights, rights of privacy and publicity, moral rights, and rights of attribution in connection with your Communications. In order for users of the Website to share information and ideas, you also hereby grant each user of the Website a perpetual, nonexclusive license to access your Communications and to use, reproduce, distribute, display and perform such Communications in furtherance of the purposes of the Website.

No Confidentiality. You acknowledge that when you post to the Website, upload files to the Website, or otherwise use the functions of the Website, those Communications are not confidential and your Communications may be available to and read by other users. We recommend that you be cautious about giving out personal information to others. You acknowledge that by submitting Communications to the Website, no confidential, fiduciary, contractually implied, or other relationship is created between you and Kanim other than in accordance with this Agreement.

Personal information; privacy. Your privacy is extremely important to us. Kanim’s use of personal information collected from and about you in connection with your use of the Website is governed by our Privacy Policy. As part of this Agreement you agree to the Privacy Policy.

Commitment to Data Security. To prevent unauthorized access, maintain data accuracy, and ensure the correct use of information, Kanim has put in place appropriate physical, electronic, and managerial procedures to safeguard and secure the information collected on the Website. Please notify Kanim if you believe your account’s security has been compromised in any way.

Changes to the Website. Kanim may change, suspend, or discontinue any aspect of the Website at any time, including the availability of any feature, database, or other Content. Kanim may also impose limits on certain features and services or restrict your access to parts or all of the Website without notice or liability. Kanim will try to give you notice of any changes to the Website via email but you are responsible for reading and understanding them as they occur.

Termination. So long as you do not violate the terms of this Agreement, you may participate in the Website and Kanim is happy to have you. But we reserve the right to suspend or terminate your account for any violation of these terms.

Limitation of Liability. Kanim is not liable for your use of the Website (including without limitation the Content and any errors contained therein). Kanim is not liable for any damages (including without limitation incidental, consequential, or punitive damages, lost profits, or damages resulting from lost data or business interruption) resulting or arising from your use of, or inability to use, the Website, or sites linked to the Website, whether based on warranty, contract, tort, or any other legal or equitable theory, and whether or not Kanim was advised of the possibility of such damages.

Indemnification. You will indemnify, defend, and hold harmless Kanim and its affiliates, and all of their directors, officers, agents, employees, legal advisors, information providers, licensors, and licensees (collectively, the “Indemnified Parties”) from and against any and all liability and costs incurred by the Indemnified Parties in connection with any claim arising out of any breach by you of any term of this Agreement, including without limitation attorneys’ fees and costs. You will cooperate as fully as reasonably required in the defense of any claim. Kanim 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 may not in any event settle any matter without the written consent of Kanim.

Disclaimer of Warranties. The Website, including all content, software, functions, materials, and information made available on or accessed through the Website, is provided “as is.” To the fullest extent permissible by law, Kanim and affiliates make no representation or warranties of any kind whatsoever for the content on the Website or the materials, information, and functions made accessible by the software used on or accessed through the Website, for any products or services or hypertext links to third parties, or for any breach of security associated with the transmission of sensitive information through the Website or any linked site. Further, Kanim and its affiliates disclaim any express or implied warranties, including without limitation non-infringement, merchantability, or fitness for a particular purpose. Kanim does not warrant that the functions contained on the Website or any materials or content contained therein will be uninterrupted or error free, that defects will be corrected, or that the Website or the server that makes it available is free of viruses or other harmful components. Kanim and its affiliates are not liable for your use of the Website, including without limitation the content and any errors contained therein.

Site-Content Disclaimer. Kanim does not represent or endorse the accuracy or reliability of any advice, opinion, statement, or other information displayed or distributed through the Website, and Kanim disclaims any and all responsibility for content contained in any third-party materials provided through links from the Website. You acknowledge that any reliance upon any such opinion, advice, statement, memorandum, or information is at your sole risk. Kanim reserves the right, in its sole discretion, to correct any errors or omissions in any portion of the Website at any time.

User-Content Disclaimer. Kanim does not and cannot review all materials posted to the Website by its users, and Kanim is not responsible for any such materials posted by users. Kanim reserves the right at all times to disclose any information as necessary to satisfy any law, regulation, or government request, or to edit, refuse to post, or to remove any information or materials, in whole or in part, that in Kanim’s sole discretion are objectionable or in violation of this Agreement.

Third-Party Resources Disclaimer. The Website may contain links and pointers to other Internet sites and resources and to parties affiliated with the Website. Links to and from the Website to third-party sites do not constitute an endorsement by Kanim or its affiliates of any third-party resources or their contents.

Administrative Provisions.

Entire Agreement. This Agreement constitutes the entire agreement between Kanim and you with respect to your use of the Website. If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision must be enforced to the maximum extent permissible so as to effect the intent of this Agreement, and the remainder of this Agreement continues in full force and effect.

Changes to this Agreement. Kanim reserves the right, at its sole discretion, to change, modify, add or remove any portion of this Agreement, in whole or in part, at any time. Notification of changes in this Agreement will be posted on the Website.

Choice of Law; Jurisdiction. This Agreement is governed by and construed in accordance with the laws of the state of Oregon without regard to its conflicts-of-laws provisions. Sole and exclusive jurisdiction for any action or proceeding arising out of or related to this Agreement is in an appropriate state or federal court located in Oregon. Any cause of action you may have with respect to your use of the Website must be commenced within one year after the claim or cause of action arises.

Contact Information. You may contact Kanim through any of the following ways: direllecalica@kanimllc.com or (971) 255-1404.