Terms of Service

PLEASE READ THESE TERMS OF SERVICECAREFULLY. BY ACCESSING OR USING OUR WEBSITE, MOBILE APPLICATIONS OR ONLINESERVICES, YOU SIGNIFY THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BYTHESE TERMS OF USE AND ALL TERMS INCORPORATED BY REFERENCE. DO NOT USE OURWEBSITE, MOBILE APPLICATIONS OR ONLINE SERVICES IF YOU DO NOT AGREE TO ALL OFTHESE TERMS.

These Terms of Service (“Terms”) apply toyour access to, and use of Arvorie’s website, mobile applications and onlineservices (collectively, the “Sites” or “Platform”) operated by Kudos HoldingInc. (“Küdos”, “We” or “Arvorie”). By accessing or using the Sites or byregistering individually or on behalf of your organization as a member of theSites you (you are referred to hereafter as “User”, “you” or “your”) signifythat you have read, understand and agree to be bound by these Terms. If you areusing the Sites on behalf of any entity, you represent and warrant that you areauthorized to accept these Terms on such entity’s behalf and that such entityagrees to indemnify you and Arvorie for its violations of these Terms.

We reserve the right, at our solediscretion, to change, modify, add, or delete portions these Terms at any timewithout further notice. If we make changes to these Terms, we will provide youwith notice of such changes, such as by sending an email, posting a notice onour Sites or updating the effective date at the bottom of these Terms. Yourcontinued use of the Sites will constitute your acceptance of the revisedTerms. It is your responsibility to regularly review the Terms to ensure youunderstand the terms and conditions that apply to your use of the Sites.

If you do not agree to abide by these orany future Terms or the Privacy Policy, do not use or access (or continue touse or access) the Sites. Any use of the Sites in violation of these Terms mayresult in, among other things, termination of your account.

Pleaseread these Terms of Service carefully, as they contain important informationregarding your legal obligations, remedies, and rights, including variouslimitations and exclusions.

Eligibility and Sign-up

Our Sites are targeted towards employers,parents & guardians, and education & care providers, and are notdirected towards children. By using the Sites, you represent and warrant thatyou are 18 years of age or older. If you are not at least 18 years of age, donot access, use or register for an account on the Sites. You also represent andwarrant that you (a) have not previously been suspended or removed from theSites; (b) do not have more than one Sites account; and (c) that you have fullpower and authority to enter into this agreement and in doing so will notviolate any other agreement to which you are a party.

By signing up for the Sites, you are optingto receive email communications from us. While you may opt out of receivingpromotional communications, we may still send you non-promotional emails, suchas emails about your purchases, account, or our ongoing business relations.

When registering for an account, you cannotcreate a username that incorporates a trademark. We reserve the right toreclaim usernames on behalf of businesses or individuals that hold legal claim,including trademark rights, in those usernames. You are responsible forsafeguarding your password and for any activities or actions performed usingyour credentials. We cannot and will not be liable for any loss or damagearising from your failure to comply.

By creating an account with us, or usingour Sites, you are not creating an agency, partnership, joint venture,employment, or franchisee relationship with us.

In consideration of your use of the Sites,you agree to (a) provide accurate, current and complete information; (b)maintain and promptly update your account information; (c) maintain thesecurity of your account credentials; (d) not share your account credentialswith others; and (e) promptly notify us if you discover or otherwise suspectany security breaches related to the Sites.

Privacy Policy

Your use of our Sites is subject to our PrivacyPolicy. You agree that you have read, understood and accept the terms of our PrivacyPolicy. This policy governs the collection, use and sharing of personal andnon-personal information from you when using the Sites.  

Ownership of Sites Content 

Unless otherwise indicated on our Sites,the Sites and all content and materials therein, including but not limited to ourlogo and all designs, text, graphics, pictures, information, data, software,sound files, computer code, other files and the selection and arrangementthereof (collectively, “Site Content”) are our proprietary property or from ouraffiliates, licensors, suppliers or users and are protected by U.S. andinternational copyright laws.

No Site Content may be modified, copied,distributed, framed, reproduced, republished, downloaded, scraped, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part,without our prior written permission.

You are granted a limited, nonexclusive,non-sublicensable license to access and use the Sites and electronically copy(except where prohibited without a license) and print hard copy portions of theSite Content for your informational, noncommercial and personal use. Suchlicense is subject to these Terms and excludes: (a) any resale of the Sites orSite Content; (b) the collection and use of any listings, pictures ordescriptions; (c) the distribution, public performance or public display of anySite Content; (d) modifying or otherwise making any derivative uses of theSites and the Site Content, or any portion thereof; (e) use of any data mining,robots or similar data gathering or extraction methods; (f) downloading (otherthan page caching) of any portion of the Sites, the Site Content or anyinformation contained therein, except as expressly permitted on the Sites orpursuant to separate terms; or (g) any use of the Sites or the Site Contentother than for its intended purpose. Any other use of the Sites or the SiteContent, without our prior written permission, is strictly prohibited and willterminate the license granted herein. Such unauthorized use may also violateapplicable laws, including but not limited to copyright and trademark laws andapplicable communications regulations and statutes. Unless explicitly statedherein, nothing in these Terms shall be construed as conferring any license tointellectual property rights, whether by estoppel, implication or otherwise.This license is revocable at any time.

You may use the Sites only for lawfulpurposes and in accordance with these Terms of Service. Youagree to not:

  • Use the Sites in any way that violates any applicable federal, state, local, orinternational law or regulation (including, without limitation, any lawsregarding the export of data or software to and from the US or othercountries).
  • Use the Sites in any manner that could disable, overburden, damage, or impair the siteor interfere with any other party's use of the Site, includingtheir ability to engage in real time activities through the Site.
  • Use anyrobot, spider, or other automatic device, process, or means to accessthe Sites for any purpose, including monitoring or copying any of thematerial on the Sites.
  • Use anymanual process to monitor or copy any of the material on the Sites, or forany other purpose not expressly authorized in these Terms, without ourprior written consent.
  • Use anydevice, software, or routine that interferes with the proper working ofthe Sites.
  • Introduceany viruses, Trojan horses, worms, logic bombs, or other material that ismalicious or technologically harmful.
  • Attempt togain unauthorized access to, interfere with, damage, or disrupt any parts ofthe Sites, the server on which the Sites are stored, or anyserver, computer, or database connected to the Sites.
  • Attack the Sites via a denial-of-service attack or a distributeddenial-of-service attack.
  • Otherwiseattempt to interfere with the proper working of the Sites.

User Content

The Sites may include discussion forums,blogs, profiles, reviews or other interactive features or areas (collectively,“Interactive Areas”), in which you or other users create, post, transmit orstore any content, such as text, music, sound, photos, video, graphics or codeon the Sites (“User Content”). User Content is publicly-viewable and includesyour profile information and any content you post pursuant to your profile, butit does not include your account information (also known as “Your Account”) orinformation you submit in order to make a purchase. You agree that you aresolely responsible for your User Content and for your use of such InteractiveAreas, and that you use the Interactive Areas at your own risk. We shall beentitled to the unrestricted use and dissemination of this User Content for anypurpose, commercial or otherwise, without acknowledgement or compensation toyou.

By using any Interactive Areas, you agreenot to post, upload to, transmit, distribute, store, create or otherwisepublish or send through the Sites any of the following:

  • User Content that is unlawful, libelous,defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing,threatening, abusive, inflammatory, fraudulent or otherwise objectionable;
  • User Content that would constitute, encourage orprovide instructions for a criminal offense, violate the rights of any party orthat would otherwise create liability or violate any local, state, national orinternational law;
  • User Content that displays, describes orencourages usage of any service we provide in a manner that could be offensive,inappropriate or harmful to us or any user or consumer;
  • User Content that may impinge upon or violatethe publicity, privacy or data protection rights of others, including pictures,videos, images or information about another individual where you have notobtained such individual’s consent;
  • User Content that makes false or misleadingstatements, claims or depictions about a person, company, product or service;
  • User Content that does not clearly andprominently disclose any material connections you may have to us or third partybrands or sellers (for example, if you receive free products or services or area paid blogger or employee);
  • User Content that may infringe any patent,trademark, trade secret, copyright or other intellectual or proprietary rightof any party;
  • User Content that impersonates any person orentity or otherwise misrepresents your affiliation with a person or entity;
  • Viruses, malware of any kind, corrupted data orother harmful, disruptive or destructive files or code; and
  • User Content that, in our sole judgment,restricts or inhibits any other person from using or enjoying the Sites orwhich may expose us or our users to any harm or liability of any type.

We encourage our users to report UserContent that violates these Terms by using a flagging or reporting mechanismprovided within the Sites. Enforcement of the Terms, however, is solely in ourdiscretion and the absence of enforcement of these Terms in some instances doesnot constitute a waiver of our right to enforce the Terms in other instances.In addition, these Terms do not create any private right of action on the partof any third party or any reasonable expectation or promise that the Sites willnot contain any content that is prohibited by such Terms. Although we have noobligation to screen, edit or monitor any of the User Content posted on theSites, we reserve the right, and has absolute discretion, to remove, screen oredit any User Content posted or stored on the Sites at any time and for anyreason without notice, and you are solely responsible for creating backupcopies and replacing any User Content you post or store on the Sites at yoursole cost and expense.

Any use of the Sites in violation of theseTerms may result in, among other things, termination or suspension of yourrights to use the Interactive Areas and/or the Sites.

Rights in User Content

Except as otherwise provided herein, on theSites or in a separate agreement with us, we claim no ownership or control overany User Content. However, by submitting or posting User Content on the Sites,you grant us and our subsidiaries and affiliates a nonexclusive, royalty-free,world-wide, perpetual, irrevocable, transferable, and fully sublicensable rightto use, reproduce, modify, adapt, publish, translate, create derivative worksfrom, distribute, perform and display such User Content on the Sites and onthird-party sites and mobile applications and in all other media or formats,whether currently known or hereafter developed, for any purpose and without anycompensation to you. You also grant users of the Sites the right to access yourUser Content in connection with their use of the Sites.

By posting User Content to the Sites, yourepresent and warrant that (a) such User Content is non-confidential; (b) youown and control all of the rights, title and interest in and to the UserContent or you otherwise have all necessary rights to post and use such UserContent to the Sites and to grant the rights to us that you grant in theseTerms; (c) the User Content is accurate and not misleading or harmful in anymanner; and (d) the User Content, and your use and posting thereof inconnection with the Sites, do not and will not violate these Terms, any other applicableArvorie terms, guidelines or policies or any applicable law, rule orregulation.

User Conduct

To maintain a safe, trustworthy and funonline environment, we ask you to contribute responsibly and treat others withrespect. You agree that you will not violate any law, contract or intellectualproperty or other third party right or commit a tort and that you are solelyresponsible for your conduct while accessing or using the Sites. You also agreethat you will not:

  • Use the Sites in any unlawful manner or in anymanner that could damage, disable, overburden or impair the Sites;
  • Impersonate others or misrepresent yourself,your age or your affiliations. Also, don’t create a username that uses acompany’s trademarked name without authorization.
  • Share passwords or post, solicit or shareprivate information about others without their consent. This includesaddresses, phone numbers, email addresses, Social Security numbers and creditcard numbers.
  • Send unsolicited or unauthorized advertising,solicitations, promotional materials, spam, junk mail, chain letters andpyramid schemes, or harvest or collect email addresses or other contactinformation of other users from the Sites for the purposes of sending spam;
  • Use any robot, spider, crawler, scraper or otherautomated means or interface not provided by us to access the Sites or toextract data;
  • Reverse engineer any aspect of the Sites or doanything that might discover source code or bypass or circumvent measuresemployed to prevent or limit access to any area, content or code of the Sites(except as otherwise expressly permitted by law);
  • Solicit personal information from anyone under18 or solicit passwords or personally identifying information for commercial orunlawful purposes;
  • Use or attempt to use another’s account withoutauthorization from us;
  • Attempt to circumvent any content filteringtechniques we employ or access any service or area of the Sites that you arenot authorized to access;
  • Copy, post or share any content that violatescopyright, trademark or other rights of third parties. You are not allowed touse Arvorie’s or Küdos’ copyrighted material, or logo or other trademarkswithout our express written consent in advance.
  • Develop any third-party applications that interactwith User Content and our Sites;
  • Interfere with or damage the operation of theSites or introduce to the Sites or its users any viruses, malware, corrupteddata or other harmful, disruptive or destructive files or code; or
  • “Frame” our Sites or otherwise make it look likeyou have a relationship to us or that we have endorsed you for any purpose.

We have noobligation to monitor any user conduct on the Sites, and we reserve the rightand has absolute discretion to monitor any user conduct on the Sites at anytime and for any reason without notice.

Wireless Features

The Sites or amobile application associated with the Sites may offer certain features andservices that are available to you via your wireless Internet Device. Thesefeatures and services may include the ability to access the Sites’ or anapplication associated with the Sites’ features, and the ability to uploadcontent to the Sites or associated applications, receive messages from theSites or any associated app, and download applications to your wirelessInternet device (collectively, “WirelessFeatures”).  Standard messaging,data, and other fees may be charged by your carrier to participate in WirelessFeatures. Fees and charges may appear on your wireless bill or be deducted fromyour pre-paid balance. Your carrier may prohibit or restrict certain WirelessFeatures and certain Wireless Features may be incompatible with your carrier orwireless Internet Device. You should check with your carrier to find out whatplans are available and how much they cost. Contact your carrier with questionsregarding these issues.

You agree that as to the Wireless Featuresfor which you are registered for, we may send communications to your wirelessdevice regarding us or other parties. Further, we may collect informationrelated to your use of the Wireless Features. If you have registered via theSites or via an associated app for Wireless Features, then you agree to notify usof any changes to your wireless contact information (including phone number)and update your accounts for the Site to reflect the changes.

No Third-Party Beneficiaries

These Terms are for the benefit of, andwill be enforceable by, the parties only. These Terms are not intended toconfer any right or benefit on any third party or to create any obligations orliability of a party to any such third party.

Indemnification

To the fullest extent permitted byapplicable law, you agree to defend, indemnify and hold harmless us and oursubsidiaries and affiliates, and our respective officers, directors, agents,partners, members, employees, independent contractors, service providers andconsultants (together with us, “Our Parties”), from and against any claims,damages, costs, liabilities and expenses (collectively, “Claims”) arising outof or related to (a) your access to and use or misuse of the Sites; (b) anyUser Content you post, upload, use, distribute, store or otherwise transmit onor through the Sites; (c) your violation of these Terms; and (d) your violationof any rights of another. You agree to promptly notify OurParties of anythird-party Claims, cooperate with Our Parties in defending such Claims and payall fees, costs and expenses associated with defending such Claims (includingbut not limited to attorneys’ fees). You further agree that Our Parties shallhave control of the defense or settlement of any third-party Claims.

Disclaimers

Except as expressly provided, the Sites,Site Content, User Content and services provided on or in connection with theSites are provided on an “AS IS” and “WITH ALL FAULTS” basis withoutrepresentations, warranties or conditions of any kind, either express orimplied. WE DISCLAIM ALL OTHER REPRESENTATIONS, WARRANTIES, CONDITIONS ANDDUTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIEDWARRANTIES, DUTIES OR CONDITIONS: (A) OF MERCHANTABILITY, FITNESS FOR APARTICULAR PURPOSE OR USE, RESULTS, TITLE, AND NON-INFRINGEMENT; AND (B)CREATED BY TRADE USAGE, COURSE OF DEALING OR COURSE OF PERFORMANCE.

You understand that we cannot and do not guarantee orwarrant that files available for downloading from the internet orthe Sites will be free of viruses or other destructive code. You areresponsible for implementing sufficient procedures and checkpoints to satisfyyour particular requirements for anti-virus protection and accuracy of datainput and output, and for maintaining a means external to our site for anyreconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILLNOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICEATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOURCOMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUETO YOUR USE OF THE SITE OR ANY SERVICES OR ITEMS OBTAINEDTHROUGH THE SITES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ONIT, OR ON ANY SITE LINKED TO IT.

YOUR USE OF THE SITES, ITS CONTENT, AND ANYSERVICES OR ITEMS OBTAINED THROUGH THE SITES IS AT YOUR OWN RISK.THE SITES, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGHTHE SITES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS,WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER WE NORANY PERSON ASSOCIATED WITH US MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECTTO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITYOF THE SITES. WITHOUT LIMITING THE FOREGOING, NEITHER US NOR ANYONEASSOCIATED WITH US REPRESENTS OR WARRANTS THAT THE SITE, ITS CONTENT, ORANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE WILL BE ACCURATE,RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THATOUR SITES OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHERHARMFUL COMPONENTS, OR THAT THE SITE OR ANY SERVICES OR ITEMSOBTAINED THROUGH THE SITE WILL OTHERWISE MEET YOUR NEEDS OREXPECTATIONS.

TO THE FULLEST EXTENT PROVIDED BY LAW, WE HEREBY DISCLAIMALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OROTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY,NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANYWARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

The Site Content, including, but notlimited to, videos, articles and blog posts, is general in nature and must beused with an appreciation for the differing needs and demands among individualusers.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BYAPPLICABLE LAW, IN NO EVENT SHALL THE OUR PARTIES BE LIABLE FOR ANY SPECIAL,INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO,LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT,TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE, ARISING OUT OFOR IN ANY WAY CONNECTED TO YOUR ACCESS OR USE OF THE SITES, YOUR ONLINE OROFFLINE INTERACTIONS WITH OTHER SITES USERS, OR OTHERWISE RELATED TO THESETERMS, INCLUDING BUT NOT LIMITED TO ANY DAMAGES THAT RESULT FROM EVENTS BEYONDOUR REASONABLE CONTROL, SUCH AS INTERRUPTIONS TO ALL OR PORTIONS OF THE SITES,DELETION OF FILES OR EMAIL, ERRORS OR OMISSIONS, DEFECTS, VIRUSES, DELAYS INOPERATION OR TRANSMISSION OR FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTINGFROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZEDACCESS TO ONE OF OUR PARTY’S RECORDS, PROGRAMS OR SERVICES.

TO THE FULLEST EXTENT PERMITTED BYAPPLICABLE LAW, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF OURPARTIES(JOINTLY), WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHERACTIVE, PASSIVE OR IMPUTED), OR OTHER THEORY, ARISING OUT OF OR RELATING TO THEUSE OF OR INABILITY TO USE THE SITES EXCEED ANY COMPENSATION YOU PAY, IF ANY,TO US FOR ACCESS TO OR USE OF THE SITES. THE LIMITATIONS SET FORTH IN THISSECTION 11 WILL NOT LIMIT OR EXCLUDE OUR PARTIES’ LIABILITY FOR GROSSNEGLIGENCE, FRAUD, INTENTIONAL, WILLFUL, MALICIOUS OR RECKLESS MISCONDUCT.

Modification of the Sites

We reserve the right to modify ordiscontinue, temporarily or permanently, the Sites or any features or portionsthereof without prior notice.

Applicable Law and Venue

THESE TERMS AND YOUR USE OF THE SITES WILLBE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEWYORK. YOU AGREE THAT ANY ACTION AT LAW OR IN EQUITY ARISING OUT OF OR RELATINGTO THESE TERMS SHALL BE FILED ONLY IN THE STATE AND FEDERAL COURTS LOCATED INNEW YORK CITY, NEW YORK AND YOU HEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENTAND SUBMIT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS OVER ANY SUIT, ACTIONOR PROCEEDING ARISING OUT OF THESE TERMS.

Termination

You may terminate the Terms at any time byclosing your account, discontinuing your use of the Sites and providing us witha notice of termination. We reserve the right, without notice and in our solediscretion, to terminate your right to use the Sites, or any portion of theSites, and to block or prevent your future access to and use of the Sites orany portion of the Sites.

Severability

If any provision of these Terms shall bedeemed unlawful, void or for any reason unenforceable, then that provisionshall be deemed severable from these Terms and shall not affect the validityand enforceability of any remaining provisions.

Electronic Communications

Visiting the Sites or sending emails to us constituteselectronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures and other communicationsthat we provide to you electronically, via email and on the Site, satisfy anylegal requirement that such communications be in writing.

Your Account

If you use the Sites, you are responsiblefor maintaining the confidentiality of your account and password and forrestricting access to your computer, and you agree to accept responsibility forall activities that occur under your account or password. You may not assign orotherwise transfer your account to any other person or entity. You acknowledge thatwe are not responsible for third party access to your account that results fromtheft or misappropriation of your account. We and our associates reserve theright to refuse or cancel service, terminate accounts, or remove or editcontent in our sole discretion.

Links to Third Party Sites/Third Party Services

The Sites may contain links to otherwebsites ("Linked Sites"). The Linked Sites are not under the controlof us and we are not responsible for the contents of any Linked Site, includingwithout limitation any link contained in a Linked Site, or any changes orupdates to a Linked Site. We are providing these links to you only as aconvenience, and the inclusion of any link does not imply endorsement by us ofthe site or any association with its operators. If you decide the leave theSites and access a third party website, you do as at your own risk.

Certain services made available via theSites are delivered by third party sites and organizations. By using anyproduct, service or functionality originating from the Sites, you herebyacknowledge and consent that we may share such information and data with anythird party with whom we have a contractual relationship to provide therequested product, service or functionality on behalf of the Sites users andcustomers.

No Unlawful or Prohibited Use/Intellectual Property

You are granted a non-exclusive,non-transferable, revocable license to access and use the Sites strictly inaccordance with these terms of use. As a condition of your use of the Sites,you warrant to us that you will not use the Sites for any purpose that isunlawful or prohibited by these Terms. You may not use the Sites in any mannerwhich could damage, disable, overburden, or impair the Sites or interfere withany other party's use and enjoyment of the Sites. You may not obtain or attemptto obtain any materials or information through any means not intentionally madeavailable or provided for through the Sites.

All content included as part of the Service, such as text, graphics, logos, images, as well as the compilationthereof, and any software used on the Sites, is our property or its suppliersand protected by copyright and other laws that protect intellectual propertyand proprietary rights. You agree to observe and abide by all copyright andother proprietary notices, legends or other restrictions contained in any suchcontent and will not make any changes thereto.

You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works,or in any way exploit any of the content, in whole or in part, found on theSite. Our content is not for resale. Your use of the Sites does not entitle youto make any unauthorized use of any protected content, and in particular youwill not delete or alter any proprietary rights or attribution notices in anycontent. You will use protected content solely for your personal use, and willmake no other use of the content without our express written permission and thecopyright owner. You agree that you do not acquire any ownership rights in anyprotected content. We do not grant you any licenses, express or implied, to ourintellectual property or our licensors except as expressly authorized by theseTerms.

Arbitration

In the event the parties are not able toresolve any dispute between them arising out of or concerning these Terms andConditions, or any provisions hereof, whether in contract, tort, or otherwiseat law or in equity for damages or any other relief, then such dispute shall beresolved only by final and binding arbitration pursuant to the FederalArbitration Act, conducted by a single neutral arbitrator and administered bythe American Arbitration Association, or a similar arbitration service selectedby the parties, in a location mutually agreed upon by the parties. The arbitrator'saward shall be final, and judgment may be entered upon it in any court havingjurisdiction. In the event that any legal or equitable action, proceeding orarbitration arises out of or concerns these Terms and Conditions, theprevailing party shall be entitled to recover its costs and reasonableattorney's fees. The parties agree to arbitrate all disputes and claims inregards to these Terms and Conditions or any disputes arising as a result ofthese Terms and Conditions, whether directly or indirectly, including Tortclaims that are a result of these Terms and Conditions. The parties agree thatthe Federal Arbitration Act governs the interpretation and enforcement of thisprovision. The entire dispute, including the scope and enforceability of thisarbitration provision shall be determined by the Arbitrator. This arbitrationprovision shall survive the termination of these Terms and Conditions.

Class Action Waiver

Any arbitration under these Terms and Conditions will take place on an individual basis; class arbitrations andclass/representative/collective actions are not permitted. THE PARTIES AGREETHAT A PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN EACH INDIVIDUALCAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PUTATIVE CLASS,COLLECTIVE AND/ OR REPRESENTATIVE PROCEEDING, SUCH AS IN THE FORM OF A PRIVATEATTORNEY GENERAL ACTION AGAINST THE OTHER. Further, unless both parties agreeotherwise, the arbitrator may not consolidate more than one person's claims,and may not otherwise preside over any form of a representative or classproceeding.

Termination/Access Restriction

We reserve the right, in its solediscretion, to terminate your access to the Sites and the related services orany portion thereof at any time, without notice. To the maximum extentpermitted by law, this agreement is governed by the laws of the State of NewYork and you hereby consent to the exclusive jurisdiction and venue of courtsin New York in all disputes arising out of or relating to the use of the Site.Use of the Sites is unauthorized in any jurisdiction that does not give effectto all provisions of these Terms, including, without limitation, this section.

You agree that no joint venture,partnership, employment, or agency relationship exists between you and us as aresult of this agreement or use of the Site. Our performance of this agreementis subject to existing laws and legal process, and nothing contained in thisagreement is in derogation of our right to comply with governmental, court andlaw enforcement requests or requirements relating to your use of the Sites orinformation provided to or gathered by us with respect to such use. If any partof this agreement is determined to be invalid or unenforceable pursuant toapplicable law including, but not limited to, the warranty disclaimers andliability limitations set forth above, then the invalid or unenforceableprovision will be deemed superseded by a valid, enforceable provision that mostclosely matches the intent of the original provision and the remainder of theagreement shall continue in effect.

Unless otherwise specified herein, thisagreement constitutes the entire agreement between the user and us with respectto the Sites and it supersedes all prior or contemporaneous communications andproposals, whether electronic, oral or written, between the user and us withrespect to the Site. A printed version of this agreement and of any noticegiven in electronic form shall be admissible in judicial or administrativeproceedings based upon or relating to this agreement to the same extent andsubject to the same conditions as other business documents and recordsoriginally generated and maintained in printed form. It is the express wish tothe parties that this agreement and all related documents be written inEnglish.

Miscellaneous Terms

Our failure to exercise or enforce anyright or provision of these Terms shall not constitute a waiver of such right orprovision in any that or any instance.

We may assign this agreement at any time.You may not assign or transfer this agreement.

If any provision of these Terms is held tobe unenforceable for any reason, the remaining provisions will be unaffected andremain in full force and effect.

Changes to Terms

We reserve the right, in our solediscretion, to change the Terms under which the Sites are offered. The mostcurrent version of the Terms will supersede all previous versions. We encourageyou to periodically review the Terms to stay informed of our updates.

Contact Us

We welcome your questions or comments regarding the Terms:

Kudos Holding Inc
404 Fifth Avenue
New York, New York 10018

Email Address:
info@arvorie.com

Telephone number:
+1 (646) 396-0541

Effective as of August 01, 2020

4726769.2v3

Terms of Service

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY ACCESSING OR USING OUR WEBSITE, MOBILE APPLICATIONS OR ONLINE SERVICES, YOU SIGNIFY THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS OF USE AND ALL TERMS INCORPORATED BY REFERENCE. DO NOT USE OUR WEBSITE, MOBILE APPLICATIONS OR ONLINE SERVICES IF YOU DO NOT AGREE TO ALL OF THESE TERMS.

These Terms of Service (“Terms”) apply to your access to, and use of Arvorie’s website, mobile applications and online services (collectively, the “Sites” or “Platform”) operated by Kudos Holding Inc. (“Küdos”, “We” or “Arvorie”). By accessing or using the Sites or by registering individually or on behalf of your organization as a member of the Sites you (you are referred to hereafter as “User”, “you” or “your”) signify that you have read, understand and agree to be bound by these Terms. If you are using the Sites on behalf of any entity, you represent and warrant that you are authorized to accept these Terms on such entity’s behalf and that such entity agrees to indemnify you and Arvorie for its violations of these Terms.

We reserve the right, at our sole discretion, to change, modify, add, or delete portions these Terms at any time without further notice. If we make changes to these Terms, we will provide you with notice of such changes, such as by sending an email, posting a notice on our Sites or updating the effective date at the bottom of these Terms. Your continued use of the Sites will constitute your acceptance of the revised Terms. It is your responsibility to regularly review the Terms to ensure you understand the terms and conditions that apply to your use of the Sites.

If you do not agree to abide by these or any future Terms or the Privacy Policy, do not use or access (or continue to use or access) the Sites. Any use of the Sites in violation of these Terms may result in, among other things, termination of your account.

Please read these Terms of Service carefully, as they contain important information regarding your legal obligations, remedies, and rights, including various limitations and exclusions.

Eligibility and Sign-up

Our Sites are targeted towards employers, parents & guardians, and education & care providers, and are not directed towards children. By using the Sites, you represent and warrant that you are 18 years of age or older. If you are not at least 18 years of age, do not access, use or register for an account on the Sites. You also represent and warrant that you (a) have not previously been suspended or removed from the Sites; (b) do not have more than one Sites account; and (c) that you have full power and authority to enter into this agreement and in doing so will not violate any other agreement to which you are a party.

By signing up for the Sites, you are opting to receive email communications from us. While you may opt out of receiving promotional communications, we may still send you non-promotional emails, such as emails about your purchases, account, or our ongoing business relations.

When registering for an account, you cannot create a username that incorporates a trademark. We reserve the right to reclaim usernames on behalf of businesses or individuals that hold legal claim, including trademark rights, in those usernames. You are responsible for safeguarding your password and for any activities or actions performed using your credentials. We cannot and will not be liable for any loss or damage arising from your failure to comply.

By creating an account with us, or using our Sites, you are not creating an agency, partnership, joint venture, employment, or franchisee relationship with us.

In consideration of your use of the Sites, you agree to (a) provide accurate, current and complete information; (b) maintain and promptly update your account information; (c) maintain the security of your account credentials; (d) not share your account credentials with others; and (e) promptly notify us if you discover or otherwise suspect any security breaches related to the Sites.

Privacy Policy

Your use of our Sites is subject to our Privacy Policy. You agree that you have read, understood and accept the terms of our Privacy Policy. This policy governs the collection, use and sharing of personal and non-personal information from you when using the Sites. 

Ownership of Sites Content

Unless otherwise indicated on our Sites, the Sites and all content and materials therein, including but not limited to our logo and all designs, text, graphics, pictures, information, data, software, sound files, computer code, other files and the selection and arrangement thereof (collectively, “Site Content”) are our proprietary property or from our affiliates, licensors, suppliers or users and are protected by U.S. and international copyright laws.

No Site Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, scraped, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without our prior written permission.

You are granted a limited, nonexclusive, non-sublicensable license to access and use the Sites and electronically copy (except where prohibited without a license) and print hard copy portions of the Site Content for your informational, noncommercial and personal use. Such license is subject to these Terms and excludes: (a) any resale of the Sites or Site Content; (b) the collection and use of any listings, pictures or descriptions; (c) the distribution, public performance or public display of any Site Content; (d) modifying or otherwise making any derivative uses of the Sites and the Site Content, or any portion thereof; (e) use of any data mining, robots or similar data gathering or extraction methods; (f) downloading (other than page caching) of any portion of the Sites, the Site Content or any information contained therein, except as expressly permitted on the Sites or pursuant to separate terms; or (g) any use of the Sites or the Site Content other than for its intended purpose. Any other use of the Sites or the Site Content, without our prior written permission, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws, including but not limited to copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable at any time.

You may use the Sites only for lawful purposes and in accordance with these Terms of Service. You agree to not:

  • Use the Sites in any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
  • Use the Sites in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Site, including their ability to engage in real time activities through the Site.
  • Use any robot, spider, or other automatic device, process, or means to access the Sites for any purpose, including monitoring or copying any of the material on the Sites.
  • Use any manual process to monitor or copy any of the material on the Sites, or for any other purpose not expressly authorized in these Terms, without our prior written consent.
  • Use any device, software, or routine that interferes with the proper working of the Sites.
  • Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
  • Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Sites, the server on which the Sites are stored, or any server, computer, or database connected to the Sites.
  • Attack the Sites via a denial-of-service attack or a distributed denial-of-service attack.
  • Otherwise attempt to interfere with the proper working of the Sites.

User Content

The Sites may include discussion forums, blogs, profiles, reviews or other interactive features or areas (collectively, “Interactive Areas”), in which you or other users create, post, transmit or store any content, such as text, music, sound, photos, video, graphics or code on the Sites (“User Content”). User Content is publicly-viewable and includes your profile information and any content you post pursuant to your profile, but it does not include your account information (also known as “Your Account”) or information you submit in order to make a purchase. You agree that you are solely responsible for your User Content and for your use of such Interactive Areas, and that you use the Interactive Areas at your own risk. We shall be entitled to the unrestricted use and dissemination of this User Content for any purpose, commercial or otherwise, without acknowledgement or compensation to you.

By using any Interactive Areas, you agree not to post, upload to, transmit, distribute, store, create or otherwise publish or send through the Sites any of the following:

  • User Content that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, abusive, inflammatory, fraudulent or otherwise objectionable;
  • User Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party or that would otherwise create liability or violate any local, state, national or international law;
  • User Content that displays, describes or encourages usage of any service we provide in a manner that could be offensive, inappropriate or harmful to us or any user or consumer;
  • User Content that may impinge upon or violate the publicity, privacy or data protection rights of others, including pictures, videos, images or information about another individual where you have not obtained such individual’s consent;
  • User Content that makes false or misleading statements, claims or depictions about a person, company, product or service;
  • User Content that does not clearly and prominently disclose any material connections you may have to us or third party brands or sellers (for example, if you receive free products or services or are a paid blogger or employee);
  • User Content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;
  • User Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;
  • Viruses, malware of any kind, corrupted data or other harmful, disruptive or destructive files or code; and
  • User Content that, in our sole judgment, restricts or inhibits any other person from using or enjoying the Sites or which may expose us or our users to any harm or liability of any type.

We encourage our users to report User Content that violates these Terms by using a flagging or reporting mechanism provided within the Sites. Enforcement of the Terms, however, is solely in our discretion and the absence of enforcement of these Terms in some instances does not constitute a waiver of our right to enforce the Terms in other instances. In addition, these Terms do not create any private right of action on the part of any third party or any reasonable expectation or promise that the Sites will not contain any content that is prohibited by such Terms. Although we have no obligation to screen, edit or monitor any of the User Content posted on the Sites, we reserve the right, and has absolute discretion, to remove, screen or edit any User Content posted or stored on the Sites at any time and for any reason without notice, and you are solely responsible for creating backup copies and replacing any User Content you post or store on the Sites at your sole cost and expense.

Any use of the Sites in violation of these Terms may result in, among other things, termination or suspension of your rights to use the Interactive Areas and/or the Sites.

Rights in User Content

Except as otherwise provided herein, on the Sites or in a separate agreement with us, we claim no ownership or control over any User Content. However, by submitting or posting User Content on the Sites, you grant us and our subsidiaries and affiliates a nonexclusive, royalty-free, world-wide, perpetual, irrevocable, transferable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such User Content on the Sites and on third-party sites and mobile applications and in all other media or formats, whether currently known or hereafter developed, for any purpose and without any compensation to you. You also grant users of the Sites the right to access your User Content in connection with their use of the Sites.

By posting User Content to the Sites, you represent and warrant that (a) such User Content is non-confidential; (b) you own and control all of the rights, title and interest in and to the User Content or you otherwise have all necessary rights to post and use such User Content to the Sites and to grant the rights to us that you grant in these Terms; (c) the User Content is accurate and not misleading or harmful in any manner; and (d) the User Content, and your use and posting thereof in connection with the Sites, do not and will not violate these Terms, any other applicable Arvorie terms, guidelines or policies or any applicable law, rule or regulation.

User Conduct

To maintain a safe, trustworthy and fun online environment, we ask you to contribute responsibly and treat others with respect. You agree that you will not violate any law, contract or intellectual property or other third party right or commit a tort and that you are solely responsible for your conduct while accessing or using the Sites. You also agree that you will not:

  • Use the Sites in any unlawful manner or in any manner that could damage, disable, overburden or impair the Sites;
  • Impersonate others or misrepresent yourself, your age or your affiliations. Also, don’t create a username that uses a company’s trademarked name without authorization.
  • Share passwords or post, solicit or share private information about others without their consent. This includes addresses, phone numbers, email addresses, Social Security numbers and credit card numbers.
  • Send unsolicited or unauthorized advertising, solicitations, promotional materials, spam, junk mail, chain letters and pyramid schemes, or harvest or collect email addresses or other contact information of other users from the Sites for the purposes of sending spam;
  • Use any robot, spider, crawler, scraper or other automated means or interface not provided by us to access the Sites or to extract data;
  • Reverse engineer any aspect of the Sites or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any area, content or code of the Sites (except as otherwise expressly permitted by law);
  • Solicit personal information from anyone under 18 or solicit passwords or personally identifying information for commercial or unlawful purposes;
  • Use or attempt to use another’s account without authorization from us;
  • Attempt to circumvent any content filtering techniques we employ or access any service or area of the Sites that you are not authorized to access;
  • Copy, post or share any content that violates copyright, trademark or other rights of third parties. You are not allowed to use Arvorie’s or Küdos’ copyrighted material, or logo or other trademarks without our express written consent in advance.
  • Develop any third-party applications that interact with User Content and our Sites;
  • Interfere with or damage the operation of the Sites or introduce to the Sites or its users any viruses, malware, corrupted data or other harmful, disruptive or destructive files or code; or
  • “Frame” our Sites or otherwise make it look like you have a relationship to us or that we have endorsed you for any purpose.

We have no obligation to monitor any user conduct on the Sites, and we reserve the right and has absolute discretion to monitor any user conduct on the Sites at any time and for any reason without notice.

Wireless Features

The Sites or a mobile application associated with the Sites may offer certain features and services that are available to you via your wireless Internet Device. These features and services may include the ability to access the Sites’ or an application associated with the Sites’ features, and the ability to upload content to the Sites or associated applications, receive messages from the Sites or any associated app, and download applications to your wireless Internet device (collectively, “Wireless Features”).  Standard messaging, data, and other fees may be charged by your carrier to participate in Wireless Features. Fees and charges may appear on your wireless bill or be deducted from your pre-paid balance. Your carrier may prohibit or restrict certain Wireless Features and certain Wireless Features may be incompatible with your carrier or wireless Internet Device. You should check with your carrier to find out what plans are available and how much they cost. Contact your carrier with questions regarding these issues.

You agree that as to the Wireless Features for which you are registered for, we may send communications to your wireless device regarding us or other parties. Further, we may collect information related to your use of the Wireless Features. If you have registered via the Sites or via an associated app for Wireless Features, then you agree to notify us of any changes to your wireless contact information (including phone number) and update your accounts for the Site to reflect the changes.

No Third-Party Beneficiaries

These Terms are for the benefit of, and will be enforceable by, the parties only. These Terms are not intended to confer any right or benefit on any third party or to create any obligations or liability of a party to any such third party.

Indemnification

To the fullest extent permitted by applicable law, you agree to defend, indemnify and hold harmless us and our subsidiaries and affiliates, and our respective officers, directors, agents, partners, members, employees, independent contractors, service providers and consultants (together with us, “Our Parties”), from and against any claims, damages, costs, liabilities and expenses (collectively, “Claims”) arising out of or related to (a) your access to and use or misuse of the Sites; (b) any User Content you post, upload, use, distribute, store or otherwise transmit on or through the Sites; (c) your violation of these Terms; and (d) your violation of any rights of another. You agree to promptly notify OurParties of any third-party Claims, cooperate with Our Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including but not limited to attorneys’ fees). You further agree that Our Parties shall have control of the defense or settlement of any third-party Claims.

Disclaimers

Except as expressly provided, the Sites, Site Content, User Content and services provided on or in connection with the Sites are provided on an “AS IS” and “WITH ALL FAULTS” basis without representations, warranties or conditions of any kind, either express or implied. WE DISCLAIM ALL OTHER REPRESENTATIONS, WARRANTIES, CONDITIONS AND DUTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES, DUTIES OR CONDITIONS: (A) OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, RESULTS, TITLE, AND NON-INFRINGEMENT; AND (B) CREATED BY TRADE USAGE, COURSE OF DEALING OR COURSE OF PERFORMANCE.

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Sites will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY SITE LINKED TO IT.

YOUR USE OF THE SITES, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITES IS AT YOUR OWN RISK. THE SITES, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER WE NOR ANY PERSON ASSOCIATED WITH US MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SITES. WITHOUT LIMITING THE FOREGOING, NEITHER US NOR ANYONE ASSOCIATED WITH US REPRESENTS OR WARRANTS THAT THE SITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITES OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PROVIDED BY LAW, WE HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

The Site Content, including, but not limited to, videos, articles and blog posts, is general in nature and must be used with an appreciation for the differing needs and demands among individual users.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE OUR PARTIES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED TO YOUR ACCESS OR USE OF THE SITES, YOUR ONLINE OR OFFLINE INTERACTIONS WITH OTHER SITES USERS, OR OTHERWISE RELATED TO THESE TERMS, INCLUDING BUT NOT LIMITED TO ANY DAMAGES THAT RESULT FROM EVENTS BEYOND OUR REASONABLE CONTROL, SUCH AS INTERRUPTIONS TO ALL OR PORTIONS OF THE SITES, DELETION OF FILES OR EMAIL, ERRORS OR OMISSIONS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO ONE OF OUR PARTY’S RECORDS, PROGRAMS OR SERVICES.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF OURPARTIES (JOINTLY), WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE SITES EXCEED ANY COMPENSATION YOU PAY, IF ANY, TO US FOR ACCESS TO OR USE OF THE SITES. THE LIMITATIONS SET FORTH IN THIS SECTION 11 WILL NOT LIMIT OR EXCLUDE OUR PARTIES’ LIABILITY FOR GROSS NEGLIGENCE, FRAUD, INTENTIONAL, WILLFUL, MALICIOUS OR RECKLESS MISCONDUCT.

Modification of the Sites

We reserve the right to modify or discontinue, temporarily or permanently, the Sites or any features or portions thereof without prior notice.

Applicable Law and Venue

THESE TERMS AND YOUR USE OF THE SITES WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. YOU AGREE THAT ANY ACTION AT LAW OR IN EQUITY ARISING OUT OF OR RELATING TO THESE TERMS SHALL BE FILED ONLY IN THE STATE AND FEDERAL COURTS LOCATED IN NEW YORK CITY, NEW YORK AND YOU HEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENT AND SUBMIT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF THESE TERMS.

Termination

You may terminate the Terms at any time by closing your account, discontinuing your use of the Sites and providing us with a notice of termination. We reserve the right, without notice and in our sole discretion, to terminate your right to use the Sites, or any portion of the Sites, and to block or prevent your future access to and use of the Sites or any portion of the Sites.

Severability

If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.

Electronic Communications

Visiting the Sites or sending emails to us constitutes electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communications be in writing.

 

Your Account

If you use the Sites, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. You may not assign or otherwise transfer your account to any other person or entity. You acknowledge that we are not responsible for third party access to your account that results from theft or misappropriation of your account. We and our associates reserve the right to refuse or cancel service, terminate accounts, or remove or edit content in our sole discretion.

Links to Third Party Sites/Third Party Services

The Sites may contain links to other websites ("Linked Sites"). The Linked Sites are not under the control of us and we are not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. We are providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by us of the site or any association with its operators. If you decide the leave the Sites and access a third party website, you do as at your own risk.

Certain services made available via the Sites are delivered by third party sites and organizations. By using any product, service or functionality originating from the Sites, you hereby acknowledge and consent that we may share such information and data with any third party with whom we have a contractual relationship to provide the requested product, service or functionality on behalf of the Sites users and customers.

No Unlawful or Prohibited Use/Intellectual Property

You are granted a non-exclusive, non-transferable, revocable license to access and use the Sites strictly in accordance with these terms of use. As a condition of your use of the Sites, you warrant to us that you will not use the Sites for any purpose that is unlawful or prohibited by these Terms. You may not use the Sites in any manner which could damage, disable, overburden, or impair the Sites or interfere with any other party's use and enjoyment of the Sites. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Sites.

All content included as part of the Service, such as text, graphics, logos, images, as well as the compilation thereof, and any software used on the Sites, is our property or its suppliers and protected by copyright and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto.

You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found on the Site. Our content is not for resale. Your use of the Sites does not entitle you to make any unauthorized use of any protected content, and in particular you will not delete or alter any proprietary rights or attribution notices in any content. You will use protected content solely for your personal use, and will make no other use of the content without our express written permission and the copyright owner. You agree that you do not acquire any ownership rights in any protected content. We do not grant you any licenses, express or implied, to our intellectual property or our licensors except as expressly authorized by these Terms.

Arbitration

In the event the parties are not able to resolve any dispute between them arising out of or concerning these Terms and Conditions, or any provisions hereof, whether in contract, tort, or otherwise at law or in equity for damages or any other relief, then such dispute shall be resolved only by final and binding arbitration pursuant to the Federal Arbitration Act, conducted by a single neutral arbitrator and administered by the American Arbitration Association, or a similar arbitration service selected by the parties, in a location mutually agreed upon by the parties. The arbitrator's award shall be final, and judgment may be entered upon it in any court having jurisdiction. In the event that any legal or equitable action, proceeding or arbitration arises out of or concerns these Terms and Conditions, the prevailing party shall be entitled to recover its costs and reasonable attorney's fees. The parties agree to arbitrate all disputes and claims in regards to these Terms and Conditions or any disputes arising as a result of these Terms and Conditions, whether directly or indirectly, including Tort claims that are a result of these Terms and Conditions. The parties agree that the Federal Arbitration Act governs the interpretation and enforcement of this provision. The entire dispute, including the scope and enforceability of this arbitration provision shall be determined by the Arbitrator. This arbitration provision shall survive the termination of these Terms and Conditions.

Class Action Waiver

Any arbitration under these Terms and Conditions will take place on an individual basis; class arbitrations and class/representative/collective actions are not permitted. THE PARTIES AGREE THAT A PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN EACH INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PUTATIVE CLASS, COLLECTIVE AND/ OR REPRESENTATIVE PROCEEDING, SUCH AS IN THE FORM OF A PRIVATE ATTORNEY GENERAL ACTION AGAINST THE OTHER. Further, unless both parties agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.

Termination/Access Restriction

We reserve the right, in its sole discretion, to terminate your access to the Sites and the related services or any portion thereof at any time, without notice. To the maximum extent permitted by law, this agreement is governed by the laws of the State of New York and you hereby consent to the exclusive jurisdiction and venue of courts in New York in all disputes arising out of or relating to the use of the Site. Use of the Sites is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including, without limitation, this section.

You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this agreement or use of the Site. Our performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of our right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Sites or information provided to or gathered by us with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.

Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and us with respect to the Sites and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and us with respect to the Site. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this agreement and all related documents be written in English.

Miscellaneous Terms

Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision in any that or any instance.

We may assign this agreement at any time. You may not assign or transfer this agreement.

If any provision of these Terms is held to be unenforceable for any reason, the remaining provisions will be unaffected and remain in full force and effect.

Changes to Terms

We reserve the right, in our sole discretion, to change the Terms under which the Sites are offered. The most current version of the Terms will supersede all previous versions. We encourage you to periodically review the Terms to stay informed of our updates.

Contact Us

We welcome your questions or comments regarding the Terms:

Kudos Holding Inc
404 Fifth Avenue
New York, New York 10018

Email Address:
info@arvorie.com

Telephone number:
+1 (646) 396-0541

Effective as of August 01, 2020

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