Summary of Some Guidelines in the Terms of Use

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Terms of Use

Summary of Some Guidelines in the Terms of Use

Effective Date:  January 5, 2019

Welcome to the Kindra mobile dating app (the "Kindra App"), owned and operated by Kindra Connect, Inc. ("us", "we", or "Kindra").

We summarize here some of the guidelines contained in the Terms of Use (provided in full below) that we ask you to follow in creating your profiles on the Kindra App and communicating with other users of the Kindra App using the "Conversations" feature of the Kindra App. If there is any conflict between this summary and the Terms of Use below, the Terms of Use below control. We ask that you read closely the Terms of Use provided below and these guidelines in connection with your use of the Kindra App. 

Kindra's goal is to foster a dating culture that embodies respect, authenticity, kindness and inclusion of all genders, races, ethnicities, religions and types of relationships.  We require and expect that you abide by these values.  Therefore, you are not permitted to include in your profile or your communications with other users using the "Conversations" feature of the Kindra App any of the following:

  • words, images or materials constituting, promoting or inciting racism, sexism, homophobia, misogyny, bigotry, anti-Semitism, islamophobia or hatred, violence or physical harm of any kind against any group or individual;

  • words, images or materials that are bullying, stalking, derogatory, abusive, insulting, threatening, harassing, embarrassing or intimidating of another person;

  • nudity or words, images or materials that are profane, vulgar, pornographic, graphic or gratuitously violent or exploit any person in a sexual, violent or illegal manner;

  • information about yourself that is inaccurate, misleading or false, including photographs, video recordings or voice recordings that you present as being of yourself that are not actually of yourself or are misrepresenting your identity or impersonating another person (so-called "catfishing"); or

  • information that is deceptive, defamatory, libelous, slanderous, fraudulent, manipulative or otherwise objectionable.

We value and respect your and other people's privacy and safety.  We require and expect that you value and respect the privacy and safety of other people.  Therefore, you are not permitted to include in your profile any personal contact information about yourself, including (among other information) email addresses, website addresses, Facebook® page addresses, instant messaging details, phone numbers or street addresses.  In addition, you are not permitted to include in your profile or in your communications with other users using the "Conversations" feature of the Kindra App any of the following:

  • content that violates any person's privacy, including (without limitation) video recordings, voice recordings, photographs or images of any person without that person's explicit permission (or, in the case of a minor, the permission of the minor’s legal guardian);

  • personal contact information about any other person, including (among other information) email addresses, website addresses, Facebook page addresses, instant messaging details, phone numbers or street addresses of any other person; or

  • personal, private or confidential information about you or any other person, such as credit card or banking details, social security numbers, health or medical information, employment details, first and last name together, passwords or street addresses.

Please be cautious in communicating with other users your personal contact information or any personal, private or confidential information about yourself, whether through the "Conversations" feature of the Kindra App, email or otherwise.

We require and expect that you respect the intellectual property and other rights of other people, businesses, organization and entities when using the Kindra App.  Therefore, you are not permitted to include in your profile or in your communications with other users using the "Conversations" feature of the Kindra App any words, images or materials that violate or infringe the rights of any person, business, organization or entity, such as rights of publicity, privacy, copyrights, trademarks or other intellectual property or contract rights.

Finally, we require and expect that you respect our rights when using the Kindra App.  Therefore, without our prior consent, you are not permitted to use the Kindra App to promote or solicit any commercial, political, social, charitable or other activities, such as (i) the purchase or sale of goods or services not offered by Kindra, (ii) rental of property, (iii) contributions of money or fundraising for any purpose, (iv) attendance at parties or social or networking functions not sponsored or promoted by Kindra or not contained on the Kindra App's calendar feature, (v) use of a third party website or (vi) contests or sweepstakes not sponsored or promoted by Kindra or barter, advertising or pyramid schemes.

Please report to us any profiles or communications that the Terms of Use or these guidelines using the "Report and Block" feature on the Kindra App or by contacting us at the "Support Center" on the Kindra App or by email at info@kindra.life.

As indicated in the Terms of Use, if you do not comply with the Terms of Use, we may (among other actions) remove, edit or block access to your profile or terminate or suspend your account with us (and block your access to the Kindra App).

 

TERMS OF USE

Effective Date:  January 5, 2019

PURPOSE OF THE TERMS OF USE

Welcome to the Kindra mobile dating app (the "Kindra App"), owned and operated by Kindra Connect, Inc. ("us", "we", or "Kindra").

Before you use the Kindra App, we want to review with you the terms of use for the Kindra App (the "Terms of Use").  The Terms of Use describe your and Kindra's respective rights and obligations and some other matters relating to the Kindra App.  The Terms of Use are a legal agreement between you and us (as amended from time to time, the "Agreement") that you must accept to access, view or use the Kindra App.  The Terms of Use are also subject to our Privacy Policy, all of which is hereby incorporated by reference and considered an integral part of the Agreement.  Please read carefully the Terms of Use and our Privacy Policy.  You can find our Privacy Policy here.

By accessing, viewing or using the Kindra App in any manner, you explicitly accept and agree to become legally bound by all of the terms, conditions and notices contained in the Agreement.  Without the limitations contained in the Agreement, such as your grants and waivers of certain rights, the limitations on our liability, your indemnity of us and the arbitration of certain disputes, we would not make the Kindra App available to you.

If you do not accept and agree to be legally bound by all of the terms, conditions and notices contained in the Agreement, please terminate Your Account by contacting us at the "Support Center" on the Kindra App or by email at info@kindra.life and do not access, view or use the Kindra App.

The Terms of Use was last updated, and is effective as of, the date indicated above under "Effective Date".  The version of the Terms of Use posted on the Kindra App is the version that applies.  As the Kindra App evolves, we expect to update and revise the Terms of Use from time to time.  We will notify you by email or notifications on the Kindra App if we have made material changes to the Terms of Use.   If you continue to access, view or use the Kindra App after the Terms of Use or our Privacy Policy, or any changes to either of them, become effective then (i) you explicitly accept and agree to become legally bound by all of the terms, conditions and notices contained in the Agreement (as revised, if applicable) and (ii) you explicitly agree that the Agreement (as revised, if applicable) will supersede any prior agreements (including all prior versions of the Agreement) and will govern your entire relationship with Kindra relating to the Kindra App, including but not limited to events, activities and conduct preceding your acceptance of the Agreement.

In addition, please note that we reserve the right to modify the Kindra App, including by adding new features or functionalities and/or by eliminating some of the same, either temporarily or permanently.  We may not notify you of these changes if they don't materially affect your rights and obligations.  Further, we reserve the right to terminate completely the Kindra App, either temporarily or permanently -- in that event, we will notify you in advance unless we are reasonably unable to do so by reason of the relevant circumstances.

We have provided a summary of some parts of the Terms of Use here.  If there is any conflict between the summary and the Terms of Use, the Terms of Use control.

If you have any questions, concerns or comments about the Terms of Use, please contact us at the "Support Center" on the Kindra App or by email at info@kindra.life. 

1.         ELIGIBILITY

To use, access or view the Kindra App, you will need to create an account ("Your Account") by signing up on the Kindra App.  You can sign up on the Kindra App either by using your email address and a password or by connecting to the Kindra App through your Facebook® login.  To create Your Account, you must meet the following eligibility requirements:

  • you are at least 18 years old and are legally able to enter into the Agreement and comply with all the terms and conditions of the Agreement;

  • unless you are part of a polyamorous or open-relationship couple, you are single or legally separated from your spouse and are otherwise not in a committed relationship;

  • if you are part of a polyamorous or open-relationship couple, your partner(s) consent to your using the Kindra App;

  • you have never been convicted of, or pled no contest to, a felony, sex crime or any crime involving violence, and you are not registered, or required to be registered, as a sex offender with any state, federal or local sex offender registry; and

  • you are legally permitted to use the Kindra App by the laws of the United States or any other applicable jurisdiction.

By creating Your Account and each time you use, access or view the Kindra App, you represent and warrant to us that you meet the foregoing eligibility requirements.  In this regard, we reserve the right to, and you explicitly understand, acknowledge and agree that we may, in our sole discretion at any time using available public records, conduct any criminal background checks or any other types of screenings or checks to confirm your compliance with our eligibility requirements.  However, please note that we do not currently, and are not required to, conduct any criminal background checks or any other types of screenings or checks to confirm your compliance, or the compliance of any other users of the Kindra App ("Other Users"), with our eligibility requirements.

Also, by connecting to the Kindra App through your Facebook login, you authorize us to access, collect and store information about you from your Facebook account consisting of your first and last name and your email address.

2.         YOUR ACCOUNT

By creating Your Account, you explicitly understand, acknowledge and agree that:

  • Your Account is only for your personal use;

  • you will not create more than one account for yourself, unless you are part of a polyamorous or open-relationship couple and your partner(s) consent to your using the Kindra App, in which case you may create an account for yourself and an account as a couple;

  • if we previously terminated or suspended Your Account (other than solely at your request), you will not create another account without our prior written consent;

  • you will not authorize any other person or any business, organization or entity to use Your Account, you will not assign or otherwise transfer Your Account to any other person or any business, organization or entity and you will not use another person's account on the Kindra App;

  • you will comply with the Agreement and all applicable local, state, national and international laws, rules and regulations;

  • you are responsible for maintaining the confidentiality of your login credentials (including your Facebook login credentials) that you use to create Your Account and restricting access to your device used to sign on to the Kindra App, and you will log out of Your Account after each use;

  • you are solely responsible for all activities that occur under your login credentials for Your Account whether or not you authorized the activities;

  • we are not responsible for any third party access to Your Account resulting from theft or misappropriation of your login credentials or your device used to sign on to the Kindra App;

  • you will notify us immediately of any disclosure or unauthorized use of your login credentials or Your Account or any other security breach at the "Support Center" on the Kindra App or by email at info@kindra.life; and

  • you will receive emails, push notifications and other communications from Kindra, including (without limitation) emails informing you about events and parties Kindra organizes or sponsors and emails informing you of changes to the Kindra App; you may opt-out of push notifications by adjusting the "notifications" setting in your mobile device, and you may opt out of email and other communications from us by following the specific instructions to unsubscribe or opt-out contained in the communication or by contacting us at the "Support Center" on the Kindra App or by email at info@kindra.life. 

You may terminate Your Account at any time for any reason by contacting us at the "Support Center" on the Kindra App or by email at info@kindra.life. 

In our sole discretion, we may terminate or suspend Your Account, and thereafter decline to reinstate Your Account, for no reason or any reason (including your being reported through the "Report and Block" feature of the Kindra App or our receipt of complaints about Your Content (as defined below) or your conduct or if we believe you have violated any of your representations, agreements or the terms or conditions contained in the Agreement), and/or we may use any operational, technological, legal or other measures to enforce the terms and conditions of the Agreement (including, but not limited to, blocking your access to the Kindra App), in all cases, at any time, and without any liability to you and without notifying you or disclosing any reason for the termination or suspension of Your Account or measures we have used.

If we terminate Your Account other than at your request, we will not be obligated to preserve in our records your public profile or any information about you for any period of time. If Your Account is terminated at your request, we will take reasonable measures to remove your public profile from the Kindra App within 30 days of your request.  We will take reasonable measures to delete from our records your public profile and all other information about you following the six-month anniversary of your request.  This will enable you to reinstate Your Account and have your public profile reinstated on the Kindra App during this six-month period if you change your mind about terminating Your Account.  You should not expect that we will be able to reinstate your Account or your public profile after this six-month period. 

Please note, however, that regardless of the reason for termination of Your Account, we will preserve in our records any information (including your public profile) that we reasonably determine needs to be preserved  under any of the circumstances described in our Privacy Policy or for legitimate business purposes (such as for analytical and recording keeping purposes), subject to applicable legal requirements.  

The Agreement will remain in full force and effect during the period of time that you access, view or use the Kindra App and, after Your Account is terminated or suspended for any reason, all the provisions in the Agreement will survive such termination or suspension and will continue in full force and effect, except for those provisions that by their nature expire or are fully satisfied. 

3.         CONTACT WITH OTHER USERS

By creating Your Account, you explicitly understand, acknowledge and agree that:

  • you are solely responsible for, and assume all risks related to, your communications, contacts and meetings online and offline with Other Users, whether through the "Conversations" feature of the Kindra App, email, telephone, in person meetings or dates or otherwise;

  • we have no control over, do not guarantee or make any representation or warranty regarding, and we are not liable or responsible for, the quality, truthfulness, legality, conduct, background or safety of any Other Users that you communicate with, contact online or offline or meet, whether through the "Conversations" feature of the Kindra App, email, telephone, in person meetings or dates or otherwise;

  • we do not currently conduct criminal background or any other types of screenings or checks on any Other Users, including that we do not check whether or not the information any Other Users provide to us or include in their public profiles is current, true and complete or whether or not any Other Users meet the eligibility requirements discussed above;

  • we reserve the right to, and may, in our sole discretion conduct criminal background or any other types of screenings or checks on you or any Other Users, at any time for any reason using available public records;

  • we make no guarantees, representations or warranties that you will be well-matched or compatible with any Other Users that you communicate with, contact or meet through the Kindra App;

  • you must be cautious and use discretion when contacting, communicating with or meeting in person any Other Users; and

  • we may in our sole discretion restrict the number of Other Users you are communicating with at one time through the "Conversations" feature of the Kindra App.

Please see the discussion below under paragraphs "10.  DISCLAIMERS" and "11. LIMITATION OF LIABILITY".

4.         YOUR CONTENT

"Your Content" collectively consists of:

  • any and all information you authorize us to access from Facebook;

  • any and all information that you provide to us;

  • any and all information, content and materials that you post, upload, publish, link to, communicate, transmit, record, display or otherwise make available or submit (collectively "post") on or by using the Kindra App, including (without limitation) any information, photographs, video recordings, voice recordings or text that you post on the Kindra App, whether in your public profile or through the "Conversations" feature of the Kindra App; and

  • any and all information, comments, opinions, suggestions or feedback (and any ideas, concepts, know-how, techniques, designs or inventions contained in them) that we receive from you about the Kindra App or any other matters (whether through the "Support Center" on the Kindra App, email or otherwise).

By creating Your Account and posting or providing any of Your Content, you explicitly acknowledge, understand and agree that:

  • you are solely responsible for, and assume all risks related to, Your Content;

  • except as otherwise provided in the Privacy Policy or below, any and all of Your Content is public and non-confidential and will be immediately visible, and may be viewed, collected and used throughout the world by any person who uses, accesses or views the Kindra App;

    • we consider information that you communicate to Other Users using the "Conversations" feature of the Kindra App to be private between you and Other Users; accordingly, we will not access, view, use or share those communications (except in the circumstances described below under paragraph "6. RIGHTS YOU GRANT KINDRA"); however, we cannot control how you or Other Users use or share those communications; therefore, we consider any and all information that you communicate to Other Users using the "Conversations" feature of the Kindra App to be public and non-confidential. 

  • with regard to content you share with Other Users outside of the Kindra App, any and all information, photographs, video recordings, voice recordings, text or other materials or content that you transmit to Other Users by email, text message or any other means outside the Kindra App may become public, and we cannot control how Other Users will use or share any of the same; and

  • the amount and type of personal and other information that you share about yourself with Other Users on the Kindra App or outside the Kindra App, by whatever means, is at your own risk. 

5.         PROHIBITED CONTENT AND ACTIVITIES

By creating Your Account and posting or providing any of Your Content, you explicitly acknowledge, understand and agree that Your Content will not:

  • contain hate speech or any words, images or materials that constitute, promote or incite (or are likely to promote or incite) racism, sexism, homophobia, misogyny, bigotry, anti-Semitism, islamophobia or that promote or incite (or are likely to promote or incite) hatred, violence or physical harm of any kind against any group or individual;

  • contain nudity or profane, vulgar, pornographic or graphic or gratuitously violent or rude words, images or materials, or contain words, images or materials that exploit any person in a sexual, violent or illegal manner;

  • contain words, images or materials that are (or are likely to be), or encourage conduct or activity that is (or is likely to be), bullying, stalking, derogatory, abusive, insulting, threatening, harassing, embarrassing or intimidating of another person;

  • disclose in your public profile any personal contact information about you or any other person, including (among other information) email addresses, website addresses, Facebook page addresses, instant messaging details, phone numbers or street addresses;

  • disclose any personal, private or confidential information about you or any other person, business, organization or entity, such as credit card or banking details, social security numbers, health or medical information, employment details, first and last name together, passwords or street addresses, or disclose information or data that you do not have a right to make available under law or under contractual or fiduciary relationships (such as inside information or proprietary information);

  • request or solicit money, goods or property from or defraud (or intend or attempt to defraud) Other Users;

  • contain illegal material, or constitute or encourage any illegal conduct or activity, including without limitation, terrorism, making, selling or buying illegal weapons or illegal, prescription or recreational drugs or illegally violating any person's privacy;

  • contain information, or encourage conduct or activity, that is false, deceptive, inaccurate, misleading, defamatory, libelous, slanderous, fraudulent, manipulative or otherwise objectionable;

  • solicit personal information from anyone under the age of 18 or solicit passwords or personal identifying information for commercial or unlawful purposes from Other Users;

  • transmit "junk mail", "chain letters" or unsolicited mass mailing or "spamming" (or "spimming", "phishing", "trolling" or similar activities);

  • violate or infringe the rights of any person, business, organization or entity, such as rights of publicity, privacy, copyrights, trademarks or other intellectual property or contract rights, including (without limitation) by promoting or distributing an illegal or unauthorized copy of the copyrighted work of another person, business, organization or entity (such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated images, audio or video, or links to pirated images, audio or video files);

  • violate any person's privacy, including (without limitation) by containing or disseminating video recordings, voice recordings, photographs or images of any other person without that person's explicit permission (or, in the case of a minor, the permission of the minor’s legal guardian);

  • contain restricted or password only access pages, or hidden pages or images (those not linked to or from another accessible page);

  • contain spyware, adware, viruses, corrupt files, time bombs, trojan horses, cancelbots, worms or other harmful, malicious or disruptive codes, components, technologies or devices designed to interrupt, damage, limit or interfere with the functionality of any software, hardware, telecommunication, networks, servers or other equipment, or any other material designed to damage, interfere with, wrongly intercept or expropriate any data or personal information whether from Kindra or otherwise;

  • impersonate, or misrepresent affiliation, connection or association with or facts about, yourself or any person, organization or entity;

  • disrupt the normal flow of dialogue, cause a screen to "scroll" faster than Other Users are able to type, or otherwise negatively affects Other Users' ability to engage in real time exchanges on the Kindra App or otherwise; or

  • without our prior written consent, promote or solicit any commercial, political, social, charitable or other activities, such as (i) the purchase or sale of goods or services not offered by Kindra, (ii) rental of property, (iii) contributions of money or fundraising for any purpose, (iv) attendance at parties or social or networking functions not sponsored or promoted by Kindra or not contained on the Kindra App's "events" feature, (v) use of a third party website or (vi) contests or sweepstakes not sponsored or promoted by Kindra or barter, advertising or pyramid schemes.

All of the foregoing are "Prohibited Content"

In addition, by creating Your Account and posting or providing any of Your Content, you explicitly understand, acknowledge and agree that you will not use the Kindra App for any purpose that is harmful, nefarious, illegal or prohibited by this Agreement, applicable laws or regulations or in order to damage Kindra.  You explicitly acknowledge, understand and agree that, if Your Content contains any Prohibited Content or if you have violated this Agreement or misused the Kindra App, in our sole discretion, we may at any time (but, except as required by applicable law, are not required to) use any operational, technological, legal or other means to enforce the terms and conditions of this Agreement, including but not limited to, by removing, editing or blocking access to Your Content, terminating or suspending Your Account (and blocking your access to the Kindra App) or taking any available legal action, in any case, without any liability to you and without notifying you. 

6.         RIGHTS YOU GRANT KINDRA

By creating Your Account and posting or providing any of Your Content, you explicitly and automatically grant to Kindra a worldwide, transferable, sub-licensable (through multiple levels), royalty-free, right and license to host, store, use, exploit, copy, display, record, reproduce, adapt, modify, edit, disclose, distribute, transmit, publish to the general public and make derivative works of all or any part of Your Content (and any derivative works thereof), in all formats, on or through any means or media now known or developed in the future, using any technology or devices now known or developed in the future.  Our right and license to Your Content is subject to our Privacy Policy and your rights under applicable law (for example, laws regarding personal data protection to the extent Your Content contains personal information as defined by those laws) and, except as described below or in our Privacy Policy, is for the limited purposes of performing, operating, developing, providing and/or improving the services, functionalities and features we provide on the Kindra App, assisting Other Users (e.g., highlighting your profile on the Kindra App as an example of an expressive or informative profile) and obtaining financing for and managing Kindra and its business.  Our right and license to Your Content is non-exclusive and revocable, except provided in the next sentence.  Our right and license to Your Content is exclusive, perpetual and irrevocable with respect to derivative works created through use of the Kindra App (e.g., screen shots from the Kindra App that include Your Content) and any information, comments, opinions, suggestions or feedback (and any ideas, concepts, know-how, techniques, designs or inventions contained in them) that you communicate to us about the Kindra App or any other matters.  In this regard, by communicating information, comments, opinions, suggestions or feedback to us regarding the Kindra App or any other matters, you explicitly understand, acknowledge and agree that we may use and share such information, comments, opinions, suggestions or feedback (and any ideas, concepts, know-how, techniques, designs or inventions contained in them) to deliver, perform, operate, develop and improve the services, design, functionalities and features we provide on the Kindra App or for any other purpose whatsoever in our sole discretion, including developing, producing and/or marketing any other products or services, without compensating you in any way whatsoever. 

Each time you post or provide any of Your Content, you explicitly represent and warrant to us that:

  • all of the information contained in Your Content is complete, current and truthful; and, in particular and without limiting the generality of the foregoing, the photographs, video recordings and voice recordings that you present as being of yourself are actually of yourself and you are not misrepresenting your identity or otherwise pretending to be, or to look or sound like, someone else or presenting photographs, video recordings or voice recordings of someone else as if they are of you (so-called "catfishing");

  • you will promptly update any information included in Your Content that subsequently becomes inaccurate, misleading or false; and

  • you own or have all necessary rights, consents and permissions to post or otherwise provide Your Content on the Kindra App and grant the license to Kindra above, including (without limitation) all proper consents from the parent or legal guardian of any minor depicted in or contributing to Your Content (unless you are the parent or legal guardian of that minor) and from other persons, businesses, entities or organizations depicted in or contributing to Your Content, all without Kindra's having to obtain the consent of any third party and without creating any obligation or liability of Kindra.

By creating Your Account and posting or providing any of Your Content, you explicitly understand, acknowledge and agree that:

  • we will rely on the foregoing representations and warranties and, upon our request, you will furnish us with any documentation necessary to substantiate your compliance with the foregoing representations and warranties;

  • we have no obligation to store, maintain, display, accept, post or otherwise use in any manner any of Your Content;

  • we may in our sole discretion monitor or review all or any part of Your Content but we have no obligation to do so; and

  • we have the right, in our sole discretion, at any time, to remove, reject, re-format, modify, edit, adapt, limit, block access to or refuse to store, maintain, display, accept, post or otherwise use in any manner all or any part of Your Content, in any case, without any liability to you or any third party and without notifying you.

You explicitly understand, acknowledge and agree that we may access, preserve and share your Personally Identifiable Information (as defined in our Privacy Policy), Your Content and your communications with us, without your consent or any notice to you, in the following circumstances:

  • to comply with a legal demand, such as a subpoena or a court order, or a request for cooperation from law enforcement or other governmental authorities or agencies;

  • to comply with applicable laws or regulations;

  • to investigate or report suspected fraud, illegal activity or misconduct or protect the security of the Kindra App and the safety of us or any person or entity; and

  • to protect, exercise and enforce (as applicable) this Agreement and our legal rights, assets, properties, agreements and those of third parties, and to defend legal claims.

7.         OTHER USERS' CONTENT

"Other Users' Content" collectively consists of:

  • any and all information that Other Users authorize us to access from Facebook;

  • any and all information that Other Users provide to us; and

  • any and all information and materials that Other Users post on or by using the Kindra App, including (without limitation) any information, photographs, video recordings, voice recordings or text that Other Users post on the Kindra App, whether in their public profiles or through the "Conversations" feature of the Kindra App.

You have no rights to any Other Users' Content.  You are allowed to use Other Users' Content only for the purposes of communicating with and meeting Other Users through use of the Kindra App as intended by Kindra and permitted by this Agreement.  In particular, you agree you will not use any Other Users' Content in any manner that would result in Your Content containing any Prohibited Content or that would violate this Agreement or misuse the Kindra App.  

We may monitor or review Other Users' Content or Other Users' activities on the Kindra App, but we have no obligation to do so.  If Other Users' Content contains any Prohibited Content or Other Users Content or Other Users' activities violate this Agreement or misuse the Kindra App, in our sole discretion, we may at any time use any operational, technological, legal or other means to enforce the terms and conditions of this Agreement, including but not limited to, removing, editing or blocking access to Other Users' Content, terminating or suspending Other Users' accounts (and blocking their access to the Kindra App) or taking any available legal action, but we have no obligation to do so.  We cannot assure you that Other Users' Content will not contain any Prohibited Content or that Other Users Content or Other Users' activities will not violate this Agreement or misuse the Kindra App. 

Please report to us any Prohibited Content or any Other Users' Content or Other Users' activities on the Kindra App that violate this Agreement or misuse the Kindra App using the "Report and Block" feature on the Kindra App or by contacting us at the "Support Center" on the Kindra App or by email at info@kindra.life.

8.  OUR CONTENT; RIGHTS KINDRA GRANTS TO YOU

"Our Content" consists of all of the content and materials on the Kindra App from time to time, other than Your Content and Other Users' Content, and all content and materials on our website (at kindra.life, the "Kindra Website") from time to time and in emails we send to you or current or prospective Other Users.  Our Content includes, without limitation, instructions, information, articles, blogs, images, text, artwork, designs, graphics, button icons, layout, photos, audio clips, music, sounds, video, pictures, service marks, logos, interactive features, the "look and feel" of the Kindra App and the Kindra Website, the compilation, assembly and arrangement of the materials and content on the Kindra App and the Kindra Website, and any and all copyrightable or patentable content or material or other types of intellectual property contained in or on the Kindra App, the Kindra Website or our emails.  All current, prior and future versions of the Kindra App, the Kindra Website and Our Content are owned, controlled or licensed by us.  All right, title and interest in the Kindra App, the Kindra Website and Our Content remains with Kindra, our licensors or other third parties, as applicable, and is protected by applicable intellectual property laws to the fullest extent possible.

Subject to your compliance with the Agreement, Kindra grants you a personal, limited, revocable, non-transferable, non-assignable, non-exclusive, and non-sublicensable license to access and use the Kindra App and the Kindra Website for your personal, non-commercial use only.  This license is for the sole purpose of letting you use and enjoy the Kindra App's benefits as intended by Kindra and permitted by this Agreement and may be immediately suspended or terminated for any reason, in our sole discretion, without any advance notice or liability to you. Therefore, you explicitly understand, acknowledge and agree that you will not:

  • without Kindra's prior written consent, use the Kindra App, Our Content, Other Users' Content or any information or content contained on the Kindra App or the Kindra Website for any purpose (including any commercial, political or charitable purpose), other than in connection with your use of the Kindra App in accordance with the Agreement;

  • copy, modify, transmit, distribute, publish, create any derivative works from, reproduce in any way or otherwise exploit any of Our Content, Other Users' Content or any other information or content contained on the Kindra App or the Kindra Website, without Kindra's prior written consent or the consent of the applicable owner;

  • express or imply that any statements you make are endorsed by Kindra;

  • use any deep-link, robot, bot, spider, crawler, scraper, site search/retrieval application, proxy or other manual or automatic device, method, program, algorithm or process to access, retrieve, copy, monitor, index, or “data mine,” or in any way reproduce or circumvent the navigational structure or presentation of, the Kindra App or the Kindra Website or their contents or to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Kindra App or the Kindra Website;

  • use the Kindra App or the Kindra Website in any way (including, without limitation, by uploading, emailing or otherwise transmitting any material containing viruses, malicious code or other code, files or programs or by using any device, software or routine) that could disrupt, interfere with, damage, destroy or limit the functionality or security of, any computer, software, hardware, telecommunication system, network, server or other equipment of Kindra or any other person, business, organization or entity;

  • attempt to gain unauthorized access to any portion or feature of the Kindra App or the Kindra Website, or any other systems, servers or networks connected to the Kindra App or the Kindra Website, by hacking, password "mining" or any other illegitimate means;

  • forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted to or through the Kindra App or the Kindra Website;

  • “frame” or “mirror” any part of the Kindra App or the Kindra Website without Kindra’s prior written authorization;

  • use meta-tags or code or other devices containing any reference to Kindra, the Kindra App or the Kindra Website (or any trademark, trade name, service mark or logo of Kindra) to direct any person to any other website for any purpose;

  • modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Kindra App or the Kindra Website (including any code, software, processes thereof), or cause others to do so;

  • use or develop any third-party applications that interact with the Kindra App, Our Content, Other Users’ Content or the Kindra Website, without Kindra's prior written consent.

  • use, access, or publish the Kindra application programming interface without our prior written consent;

  • probe, scan or test the vulnerability of the Kindra App or the Kindra Website or any system, server or network connected to the Kindra App or the Kindra Website, or breach the security or authentication measures on the Kindra App or the Kindra Website or any system, network or server connected to the Kindra App or the Kindra Website; or

  • use the Kindra App or the Kindra Website for any illegal purpose or any purpose that violates the Agreement, or encourages or promotes any illegal activity or any activity that infringes on the rights of Kindra or others or violates this Agreement.

Kindra may investigate and, in Kindra's sole discretion, may at any time use any operational, technological, legal or other means in response to illegal and/or unauthorized uses of the Kindra App or the Kindra Website, including but not limited to, removing, editing or blocking access to Your Content, terminating or suspending Your Account (and blocking your access to the Kindra App) or taking any available legal action, in any case, without any liability to you and without notifying you.  

Any software that we provide you may automatically download and install upgrades, updates, or other new features. You may be able to adjust these automatic downloads through your device’s settings.

9.         INDEMNITY BY YOU

YOU EXPLICITLY UNDERSTAND, ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, YOU WILL INDEMNIFY, DEFEND, RELEASE AND HOLD HARMLESS KINDRA, ITS SUBSIDIARIES AND AFFILIATES, AND EACH OF KINDRA’S AND THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, INVESTORS, EMPLOYEES, CONTRACTORS, LICENSORS, LICENSEES, LENDERS, REPRESENTATIVES AND AGENTS FROM ANY AND ALL LOSSES, DAMAGES, LIABILITIES, ACTIONS, SUITS, PROCEEDINGS, COMPLAINTS, CLAIMS, DEMANDS, JUDGMENTS, FINES, PENALTIES, SETTLEMENTS, INTEREST, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) DIRECTLY OR INDIRECTLY RESULTING FROM, ARISING OUT OF OR RELATING IN ANY WAY TO:

  • YOUR ACCESS TO OR USE OF THE KINDRA APP OR THE KINDRA WEBSITE;

  • ANY EVENTS OR PARTIES SPONSORED OR PROMOTED BY US OR APPEARING ON THE KINDRA APP OR THE KINDRA WEBSITE;

  • YOUR BREACH OF OR FAILURE OR INABILITY TO COMPLY WITH THE AGREEMENT (INCLUDING, WITHOUT LIMITATION, YOUR BREACH OF ANY OF THE PROVISIONS, REPRESENTATIONS OR WARRANTIES CONTAINED IN THE AGREEMENT);

  • ANY OF YOUR CONTENT, INCLUDING ANY PROHIBITED CONTENT;

  • ANY ACTS, OMISSION OR MISCONDUCT BY YOU;

  • ANY OF YOU COMMUNICATIONS, CONTACTS OR MEETING ONLINE OR OFFLINE WITH OTHER USERS OR ANY OTHER PERSONS YOU MEET THROUGH THE KINDRA APP OR THE KINDRA WEBSITE; OR

  • ANY VIOLATION OF ANY LAW OR REGULATIONS BY YOU.

YOU EXPRESSLY AGREE (I) TO COOPERATE FULLY WITH US IN THE DEFENSE OF ANY MATTER SUBJECT TO INDEMNIFICATION BY YOU, (II) THAT, NOTWITHSTANDING THE FOREGOING, WE RETAIN THE EXCLUSIVE RIGHT TO SETTLE OR COMPROMISE ANY MATTER SUBJECT TO INDEMNIFICATION BY YOU, (III) THAT WE RESERVE THE RIGHT TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER SUBJECT TO INDEMNIFICATION BY YOU, AND (IV) YOU WILL NOT SETTLE OR COMPROMISE ANY MATTER SUBJECT TO INDEMNIFICATION BY YOU WITHOUT, IN EACH INSTANCE, THE PRIOR WRITTEN CONSENT OF AN OFFICER OF KINDRA.

10.       DISCLAIMERS

YOU EXPLICITLY UNDERSTAND, ACKNOWLEDGE AND AGREE THAT:

  • KINDRA PROVIDES THE KINDRA APP AND THE KINDRA WEBSITE (INCLUDING, WITHOUT LIMITATION, ALL SERVICES AND ALL CONTENT PROVIDED ON THE KINDRA APP OR THE KINDRA WEBSITE) ON AN "AS IS" AND "AS AVAILABLE" BASIS TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW;

  • TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, KINDRA SPECIFICALLY MAKES NO GUARANTEES, REPRESENTATIONS OR WARRANTIES OF ANY KIND IN ANY COMMUNICATION, ADVICE OR INFORMATION (ORAL OR WRITTEN) WITH US OR OUR REPRESENTATIVES OR OTHERWISE WITH RESPECT TO THE KINDRA APP OR THE KINDRA WEBSITE (INCLUDING, WITHOUT LIMITATION, ALL SERVICES AND ALL CONTENT PROVIDED ON THE KINDRA APP OR THE KINDRA WEBSITE), WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING (WITHOUT LIMITATION) ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT; AND

  • SHOULD APPLICABLE LAW NOT PERMIT THE FOREGOING EXCLUSION OF WARRANTIES, THEN WE GRANT THE MINIMUM EXPRESS OR IMPLIED WARRANTY REQUIRED BY APPLICABLE LAW. 

IN ADDITION, YOU EXPLICITLY UNDERSTAND, ACKNOWLEDGE AND AGREE THAT, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, KINDRA SPECIFICALLY DOES NOT MAKE ANY REPRESENTATION OR WARRANTY:

  • THAT THE KINDRA APP (INCLUDING YOUR CONTENT) OR THE KINDRA WEBSITE WILL BE SECURE, ALWAYS AVAILABLE OR FREE OF ERRORS OR DEFECTS;

  • THAT THE USE OF THE KINDRA APP WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS OR YOU WILL BE WELL-MATCHED OR COMPATIBLE WITH ANY OTHER USERS;

  • THAT ANY DEFECTS OR ERRORS IN THE KINDRA APP OR THE KINDRA WEBSITE OR ANY CONTENT ON THE KINDRA APP OR THE KINDRA WEBSITEWILL BE CORRECTED;

  • THAT OUR CONTENT, ANY USERS' CONTENT OR ANY OTHER CONTENT OR INFORMATION YOU OBTAIN ON OR THROUGH THE KINDRA APP OR THE KINDRA WEBSITE WILL BE CORRECT, ACCURATE OR RELIABLE; OR

  • REGARDING THE QUALITY, TRUTHFULNESS, ACCURACY, LEGALITY, CONDUCT, BACKGROUND OR SAFETY OF ANY OTHER USERS THAT YOU COMMUNICATE WITH, CONTACT ONLINE OR OFFLINE OR MEET, WHETHER THROUGH THE "CONVERSATIONS" FEATURE OF THE KINDRA APP, EMAIL, TELEPHONE, IN PERSON MEETINGS OR DATE OR OTHERWISE.

YOU EXPLICITLY UNDERSTAND, ACKNOWLEDGE AND AGREE THAT ANY MATERIAL DOWNLOADED OR OTHERWISE ACQUIRED THROUGH THE USE OF THE KINDRA APP OR THE KINDRA WEBSITE IS DOWNLOADED, ACQUIRED AND ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGE TO YOUR COMPUTER SYSTEM, INTERNET ACCESS, DOWNLOAD OR DISPLAY DEVICE, OR LOSS OR CORRUPTION OF DATA, THAT RESULTS OR MAY RESULT FROM THE DOWNLOAD, ACQUISITION OR ACCESS OF ANY SUCH MATERIAL.

11.       LIMITATION OF LIABILITY 

YOU EXPLICITLY ACKNOWLEDGE, UNDERSTAND AND AGREE THAT YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR, AND ASSUME ALL RISKS RELATED TO, YOUR CONTENT AND YOUR COMMUNICATIONS, CONTACTS AND MEETINGS ONLINE AND OFFLINE WITH OTHER USERS AND THIRD PARTIES, WHETHER THROUGH THE “CONVERSATIONS” FEATURE OF THE KINDRA APP, EMAIL, TELEPHONE, IN PERSON MEETINGS OR DATES, AT EVENTS OR PARTIES SPONSORED OR PROMOTED BY KINDRA OR APPEARING ON THE KINDRA APP, OR OTHERWISE.

YOU EXPLICITLY ACKNOWLEDGE, UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL KINDRA OR ITS SUBSIDIARIES OR AFFILIATES OR KINDRA'S OR THEIR RESPECTIVE SHAREHOLDERS, INVESTORS, LENDERS, DIRECTORS, OFFICERS, EMPLOYEES, LICENSORS, LICENSEES, CONTRACTORS, REPRESENTATIVES OR AGENTS BE LIABLE FOR ANY INDIRECT, DIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, PUNITIVE, OR ENHANCED DAMAGES (INCLUDING, WITHOUT LIMITATION, DEATH, BODILY INJURY, EMOTIONAL DISTRESS, ANY LOSS OF PROFITS OR INCOME, ANY LOSS OF OR DAMAGE TO PROPERTY, SERVICES, DATA, PROGRAMS, USE, GOODWILL OR OTHER INTANGIBLE LOSSES), OR ANY CLAIMS OF THIRD PARTIES, IN ANY CASE DIRECTLY OR INDIRECTLY RESULTING FROM, ARISING OUT OF OR RELATING IN ANY WAY TO: (I) YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE KINDRA APP OR THE KINDRA WEBSITE; (II) ANY OF YOUR CONTENT, OUR CONTENT, OTHER USERS' CONTENT OR ANY OTHER CONTENT OR ANY SERVICES PROVIDED ON THE KINDRA APP OR THE KINDRA WEBSITE; (III) ANY CONDUCT, ACTS, OMISSIONS, CONTENT OR COMMUNICATIONS OF YOU, OTHER USERS (INCLUDING UNAUTHORIZED USERS) OR THIRD PARTIES ON, THROUGH OR FOLLOWING USE OF THE KINDRA APP OR THE KINDRA WEBSITE, AT EVENTS OR PARTIES SPONSORED OR PROMOTED BY KINDRA OR APPEARING ON THE KINDRA APP, OR OTHERWISE; (III) THE QUALITY, TRUTHFULNESS, BACKGROUND, LEGALITY OR SAFETY OF OTHER USERS (INCLUDING UNAUTHORIZED USERS) THAT YOU COMMUNICATE WITH, CONTACT ONLINE OR OFFLINE OR MEET, WHETHER THROUGH THE KINDRA APP, EMAIL, TELEPHONE, IN PERSON MEETINGS OR DATES OR OTHERWISE; OR (IV) ANY UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR CONTENT ON THE KINDRA APP, IN THE CASE OF ANY OF THE FOREGOING, HOWEVER CAUSED, WHETHER BASED ON BREACH OF CONTRACT, TORT(INCLUDING NEGLIGENCE), PROPRIETARY RIGHTS, INFRINGEMENT, PRODUCT LIABILITY OR OTHERWISE, AND EVEN IF KINDRA OR ITS AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED AT ANY TIME OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES.  IF YOU BECOME DISSATISFIED IN ANY WAY WITH THE KINDRA APP, YOUR SOLE AND EXCLUSIVE REMEDY IS TO STOP YOUR USE OF THE KINDRA APP.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OR ALL OF THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU.  YOU EXPLICITLY ACKNOWLEDGE, UNDERSTAND AND AGREE THAT, IF ANY PORTION OF THIS LIMITATION ON LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, KINDRA’S AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS DIRECTLY OR INDIRECTLY RESULTING FROM, ARISING OUT OF OR RELATING IN ANY WAY TO THE KINDRA APP, THE KINDRA WEBSITE, ANY EVENTS OR PARTIES SPONSORED OR PROMOTED BY KINDRA OR APPEARING ON THE KINDRA APP OR THIS AGREEMENT WILL NOT IN ANY EVENT EXCEED THE AMOUNT PAID, IF ANY, BY YOU TO KINDRA DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THAT YOU FIRST FILE A LAWSUIT, ARBITRATION OR ANY OTHER LEGAL PROCEEDING AGAINST KINDRA, WHETHER IN LAW OR IN EQUITY, IN ANY TRIBUNAL, AND THAT THE DAMAGES LIMITATION SET FORTH IN THE IMMEDIATELY PRECEDING SENTENCE APPLIES (I) REGARDLESS OF THE GROUND UPON WHICH LIABILITY IS BASED (WHETHER DEFAULT, CONTRACT, TORT, STATUTE, OR OTHERWISE), (II) IRRESPECTIVE OF THE TYPE OF BREACH OF OBLIGATIONS, AND (III) WITH RESPECT TO ALL EVENTS, THE KINDRA APP, THE KINDRA WEBSITE, EVENTS OR PARTIES SPONSORED OR PROMOTED BY KINDRA OR APPEARING ON THE KINDRA APP AND THIS AGREEMENT.

THE LIMITATION OF LIABILITY PROVISIONS SET FORTH IN THIS SECTION 11 WILL APPLY EVEN IF YOUR REMEDIES UNDER THIS AGREEMENT FAIL WITH RESPECT TO THEIR ESSENTIAL PURPOSE.  MOREOVER, YOU FURTHER EXPLICITLY UNDERSTAND, ACKNOWLEDGE AND AGREE THAT ALL RIGHTS UNDER SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA (“SECTION 1542”) AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY OF THE UNITED STATES THAT MAY BE APPLICABLE WITH RESPECT TO THE FOREGOING RELEASE ARE HEREBY EXPRESSLY AND FOREVER WAIVED. YOU ACKNOWLEDGE THAT SECTION 1542 PROVIDES THAT: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”  THE RELEASES HEREUNDER ARE INTENDED TO APPLY TO ALL CLAIMS NOT KNOWN OR SUSPECTED TO EXIST WITH THE INTENT OF WAIVING THE EFFECT OF LAWS REQUIRING THE INTENT TO RELEASE FUTURE UNKNOWN CLAIMS.

THE LIMITATIONS OF LIABILITY HEREIN ARE A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN AND REFLECTS A FAIR ALLOCATION OF RISK. THE KINDRA APP, THE KINDRA WEBSITE AND EVENTS AND PARTIES SPONSORED OR PROMOTED BY KINDRA OR APPEARING ON THE KINDRA APP WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS AND YOU AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY, DISCLAIMERS AND EXCLUSIVE REMEDIES SPECIFIED HEREIN WILL SURVIVE EVEN IF FOUND TO HAVE FAILED IN THEIR ESSENTIAL PURPOSE.

12.       RESOLUTION OF DISPUTES AND GOVERNING LAW

(a) Arbitration of any and all disputes (other than certain intellectual property disputes)

This provision will apply to the resolution of any dispute, claim or cause of action resulting from, arising out of or in any way related to the Kindra App, the Kindra Website, any parties or events sponsored or promoted by Kindra or appearing on the Kindra App, your relationship with Kindra and the Agreement (including any alleged breach thereof) and the subject matter hereof, including without limitation, any contract, tort, statutory or equity claims between you and Kindra, Kindra's subsidiaries or affiliates or Kindra's or their respective officers, directors, employees or agents (the “Dispute”); provided, however, that any disputes, claims or causes of action specifically described in subparagraph (b) below will not be included in the definition of "Dispute". In the event of any Dispute, the parties are encouraged to attempt to resolve the Dispute by informal means.

You and Kindra expressly understand, acknowledge and agree that:

  • if any Dispute cannot be resolved by informal means, then the exclusive means for resolving the Dispute will be binding arbitration;

  • there will be no jury trial or right to a jury trial, or right to any other action or proceeding to resolve any Dispute in any court;

  • any Dispute is personal to the parties and, thus, the Dispute will be resolved only by an individual arbitration; there will be no class arbitration of any Dispute or any arbitration where a person brings any Dispute as a representative of any other person or persons; and there will be no class or representative action or proceeding outside of arbitration or on behalf of any other person or persons; and

  • the arbitration provision in this Agreement will be governed, both procedurally and substantively, by the Federal Arbitration Act, 9 U.S.C. sections 1-9 (“FAA”) to the maximum extent permitted by applicable law.

Arbitration is the referral of a dispute to one or more impartial persons for a final and binding determination. The arbitration of the Dispute will be administered by the American Arbitration Association (“AAA”) or, in the event the AAA declines or is unable to administer the arbitration, by an arbitration forum or arbitrator that you and Kindra mutually agree upon. If, after making a reasonable effort, you and Kindra are unable to agree upon an arbitration forum or arbitrator, the AAA or a court having proper jurisdiction will appoint an arbitration forum or arbitrator. The arbitration will be conducted in accordance with the AAA’s Commercial Arbitration Rules (the "Commercial Rules") and, when deemed appropriate by the arbitration forum or arbitrator, the AAA’s Supplementary Procedures for Consumer-Related Disputes (the "Consumer Procedures"), or the appropriate rules of any alternative arbitration forum selected by you and Kindra or appointed by a court, subject to the following modifications:

  • the arbitration will be conducted before a single arbitrator who will be a licensed attorney or a former judge and will have at least ten (10) years of legal experience in the resolution of commercial disputes;

  • the arbitration will be conducted by written submissions only, unless either you or Kindra elect to invoke the right to an oral hearing before the arbitrator by telephone or in person; and any in-person hearing before the arbitrator will take place exclusively in Los Angeles County, California or at another location mutually agreed upon by you and Kindra;

  • except as otherwise required by law, the parties and the arbitrator will keep all aspects of the arbitration (e.g., the existence and content of the arbitration), and any ruling, decision or award by the arbitrator, strictly confidential, and any party will have the right to prevent any actual or threatened breach of this confidentiality provision by temporary, preliminary or permanent injunctive, or declaratory relief in an appropriate court of law; however, this provision will not prevent either party from filing a petition in court to confirm an arbitration award;

  • each party will, upon written request of the other party, promptly provide the other with copies of all relevant non-privileged documents; the parties may take further discovery of the type and by such methods as determined by the arbitrator; in making such determination, the arbitrator will take into consideration the nature, amount and scope of the underlying arbitration claim, the cost and other effort that would be involved in providing the requested discovery, the case schedule and whether the requested discovery is necessary and appropriate for the adequate preparation of a claim or defense; and, in no event will any party be required to produce in discovery any privileged documents;

  • no ex parte communications will be permitted with the arbitrator, i.e., the parties must include each other when communicating with the arbitrator, such as by including the other party on a telephone conference call or copying the other party on letters or emails to the arbitrator;

  • as limited by the FAA, the terms of this Agreement and the applicable AAA rules, the arbitrator will have the exclusive power and jurisdiction to make all procedural and substantive decisions concerning the Dispute; however, this does not include the power to conduct a class arbitration or a representative action, which is prohibited by the terms of this Agreement as stated above -- the arbitrator may only conduct an individualarbitration, and may not consolidate more than one person’s claims and may not preside over any form of representative or class proceeding, or any proceeding on behalf of or involving more than one person or persons; and

  • the prevailing party in any of the following matters (without regard to the provisions under "11. LIMITATION OF LIABILITY") will be entitled to recover its reasonable attorneys’ fees and costs incurred in any of the following circumstances: (i) a motion which any party is required to make in any court to compel arbitration of any Dispute; (ii) any appeal of arbitration award, whether to the arbitrator or the courts, for the purpose of vacating or modifying the award; or (iii) any action to enforce the confidentiality provisions stated herein.

To begin an arbitration proceeding, you must send a letter requesting arbitration and describing Your claim to: Kindra Connect, Inc., Attention: Gina Levy, 807 Superba Avenue, Venice Beach, CA 90291. The AAA Commercial Rules and Consumer Procedures, the forms you may need to begin the arbitration proceeding, and other information about the AAA, are available from the AAA, which can be contacted by mail at 725 South Figueroa, Suite 400, Los Angeles, CA 90017, by telephone at (800) 778-7879, or through its website at www.adr.org.

By creating Your Account and accessing, viewing or using the Kindra App in any manner, you expressly agree to the above arbitration agreement.  In doing so, both you and Kindra give up the right to go to court in relation to any Dispute and have your and Kindra's respective rights determined by a judge or jury.  You also give up your right to participate in a class action or other class proceeding. 

Any proceeding to enforce this arbitration agreement, including any proceeding to confirm, modify, or vacate an arbitration award, may be commenced in any court of competent jurisdiction.  In the event that the above arbitration agreement is for any reason held to be unenforceable, any Dispute will be litigated exclusively in the federal or state courts located in Los Angeles County, California. You and Kindra hereby irrevocably agree to the exclusive jurisdiction and venue of those courts for such purposes and waive any claim that such courts constitute an inconvenient forum.

(b) This Agreement does not require you or Kindra to submit to arbitration any dispute or claim involving Kindra's intellectual property rights in and to the Kindra App or the Kindra Website, including, without limitation: (1) claims of infringement or misappropriation of any United States or foreign copyright, patent, trade secret, trademark, service mark or trade dress, (2) claims alleging violations of Title 17 of the United States Code, Sections 1201 and/or 1202, or of any similar foreign law, or (3) in any matter that involves any of the foregoing claims, for resolution or decision of any question of fact or law required to resolve such claim, including, but not limited to, questions required to decide or rule with respect to the infringement, misappropriation, validity, enforceability or ownership of any copyright, patent, trade secret, trademark, service mark or trade dress or with respect to any remedy or relief at law or in equity for any such infringement or misappropriation or for any violation of such Sections 1201 and/or 1202.  Any such dispute will be litigated exclusively in the federal or state courts located in Los Angeles County, California. You and Kindra hereby irrevocably agree to the exclusive jurisdiction and venue of those courts for such purposes and waive any claim that such courts constitute an inconvenient forum.

(c) With the exception of the provision above that the enforceability of this paragraph "12. RESOLUTION OF DISPUTES AND GOVERNING LAW" is governed both procedurally and substantively by the FAA to the maximum extent permitted by applicable law, this Agreement will be interpreted and enforced in accordance with the laws of the State of California applicable to contracts entered into and performed in California to the maximum extent permitted by law (and without giving effect to California’s conflict of law principles).

(d) You and Kindra acknowledge, understand and agree that any violation of this paragraph "12. RESOLUTION OF DISPUTES AND GOVERNING LAW" may cause the parties irreparable harm, and therefore you and Kindra agree that the parties will be entitled to seek extraordinary relief in court, including but not limited to temporary restraining orders, preliminary injunctions and permanent injunctions without the necessity of posting a bond or other security, in addition to and without prejudice to any other rights or remedies that the parties may have for a breach of this paragraph "12. RESOLUTION OF DISPUTES AND GOVERNING LAW".

(e) With the exception of your agreement to waive any right to a jury trial or to participate in a class action, if any other provision in this paragraph "12. RESOLUTION OF DISPUTES AND GOVERNING LAW" is held to be illegal, invalid or unenforceable, such provision shall be fully severable, this paragraph will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this paragraph and the remaining provisions of this paragraph will remain in full force and effect. Furthermore, in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as part of this paragraph "12. RESOLUTION OF DISPUTES AND GOVERNING LAW" a legal, valid and enforceable provision as similar as possible to the former provision.

13.       LIMITATION OF TIME PERIOD TO COMMENCE ANY DISPUTE

Regardless of any statute of limitations or law to the contrary, and to maximum extent permitted by applicable law, any Dispute must be filed within one year after the date in which the underlying incident, claim or cause of action relating to the Dispute occurred or arose; provided that, if the substantive law applicable to the arbitration prohibits the parties from agreeing to this limitations period, then the limitations period under the applicable substantive law will control. The failure of a party to begin an arbitration proceeding with respect to a Dispute within the applicable limitations period will constitute a waiver by that party of its right to bring, and a complete bar to, the Dispute in any form, and the arbitrator will not have any jurisdiction to make a determination for a party that has not brought its Dispute for determination within the applicable limitations period.

14.       MISCELLANEOUS

This Agreement comprises the entire agreement between you and Kindra governing your entire relationship with Kindra and use of the Kindra App, superseding any prior oral or written agreements or communications between you and us related to the use of the Kindra App (including, but not limited to, any prior versions of this Agreement). No usage of trade or other regular practice or method of dealing between you and us will be used to modify, interpret, supplement or alter in any manner any express terms of the Agreement. The failure of Kindra to exercise or enforce any right, power, privilege or provision of the Agreement will not constitute a waiver of such right, power, privilege or provision or acceptance of any modification, interpretation or supplement of the Agreement, nor will any single or partial exercise by Kindra of any right, power, privilege or provision preclude any further exercise by Kindra of the right, power, privilege or provision or the exercise by Kindra of any other right, power, privilege or provision. No waiver of any provision of the Agreement or any rights or obligations under the Agreement will be effective, except when done in a writing signed by the party granting the waiver, and any waiver will be effective only in the specific instance and for the specific purpose stated in that writing. If for any reason any provision of the Agreement is held invalid, illegal or otherwise unenforceable by a court of competent jurisdiction, then to the extent that provision is invalid, illegal or unenforceable, it shall be severed and deleted from the Agreement and the remainder of the Agreement will survive, remain in full force and effect and continue to be binding and enforceable.  Kindra may assign the Agreement, including any of its rights or licenses, and may delegate any of its duties or obligations under the Agreement, in any case, in whole or in part, to any person, business, organization or entity, at any time without any restriction or any notice to you or consent by you. You may not assign or otherwise transfer the Agreement, including  any of your rights or licenses granted under the Agreement, and you may not delegate any of your duties or obligations under the Agreement.