This Agreement contains an Arbitration Clause.
The Agreement is made by and between Knowingly, Inc. (Knowingly), with its principal place of business at Knowingly, Inc. 401 Congress Avenue, Suite 1540, Austin, TX 78701 and each user of the Contents, system, or networks ("User"). A "Person" is a natural person, a corporation, proprietorship, partnership, governmental entity, or any other legal person or entity.
1. Nature of Information. Knowingly publishes articles from current and past authors. For the most part we are publishers and editors, you should assume we have not authored or checked the information independently. Some information is from historical sources or represents opinions of the author. It is for research and informational purposes only; as a result, we may choose to publish the original contents as we find them, even if that original text contains errors. Contents may not be accurate, complete, or up to date. Publication of Contents is not our endorsement of the author, his or her Contents, or of any method or treatment discussed in the Contents. To the extent permitted by applicable law, Knowingly claims its patent, copyright, trademark, publicity, and any other intellectual property rights in its web sites and all information, software, data, or other contents of any kind on or interlinked with a Knowingly web site ("Contents"). All rights are reserved.
2. Illegal of other Harmful Use or Access. Contents may not be used for any illegal purpose. You may not access our networks, computers, or Contents in any manner that could damage, disable, overburden, or impair them, or interfere with any other Person's use and enjoyment. You may not attempt to gain unauthorized access to any Contents, other accounts, computer systems, or networks connected with our sites or Contents.
3. Advice of Professionals. All Contents, (including the information relating to medical, financial, construction, or other activities that could result in damage, injury, or death) is for informational purposes only. This information should not be considered complete and is not intended to be used in place of a visit, call, consultation, or advice of your physician or other professionals or any information contained on or in any product packaging or labels. Knowingly does not recommend the self-management of health problems or duplication of any activity or process described in the Contents. You should never disregard professional advice or delay in seeking advice because of something in the Contents and you should not use the Contents for diagnosing a health or other problem or prescribing a medication. Information and statements regarding dietary supplements have not been evaluated by the Food and Drug Administration and are not intended to diagnose, treat, cure, or prevent any disease.
4. Assumption of the Risk. The User assumes any and all risk of damage, injury, or death, from use of the Contents. It has been warned of the limitations and risks in use of the information, and despite such warnings, chooses of its own free will to continue to access or use the Contents.
5. No Commercial Use or Framing. The Contents are licensed only for the personal, household, educational use by a single individual. An individual's non-commercial reuse or redistribution of any portion of the Contents that falls within what is or would be permitted by the United States Copyright or the Lanham Act is permitted. No commercial use or redistribution of any Contents is permitted. Any hyperlink or other re-display of the information on another web site must display the Knowingly Contents full-screen and not within a "frame" on the linked or other website.
6. Knowingly Links To Other Web Sites. The Contents may link you to other web sites or information, software, data, or other contents on or off the internet. However, Knowingly has not reviewed the contents that may be linked and is not responsible for the content. Your linking to any other pages on other sites is at your own risk. Please remember that such sites are not Knowingly sites and the content on such sites could change without Knowingly's knowledge. The information, software, data, or other contents (including opinions, claims, comments) contained in linked references are those of the companies responsible for such sites and should not be attributed to Knowingly. Knowingly has not attempted to verify the truth or accuracy of any such opinion, claim or comment, nor does Knowingly endorse or support them. Knowingly does not warrant, nor is it in any way responsible for, information, software, data, or other contents that are outside of Knowingly's control.
7. User Indemnification. Each User will indemnify and hold harmless the Knowingly Entities against any claims or losses imposed on, incurred by, or asserted as a result of or relating to: (a) any noncompliance by User with the terms and conditions hereof; (b) any third-party actions related to or arising from User's receipt or use of the Contents, whether authorized or unauthorized under the Agreement.
8. Notices. The parties agree that any notices of Dispute or other communications addressed to Knowingly will be sent by Certified or Registered Mail, return receipt requested to the above address, and deemed delivered as of the date of signing of the return receipt or the first date of a refusal to sign.
9. Copyright Act Notice and Procedure. Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to the address and by the procedure for notices set forth above.
10. DISCLAIMER OF WARRANTIES. THE CONTENTS ARE "AS IS" AND "WITH ALL FAULTS". TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, THERE ARE NO WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION WARRANTIES OF COMPLETENESS, ACCURACY, FREEDOM FROM INTERRUPTION, OR OF VERIFICATION OF THE CONTENTS, THERE ARE NO ANY IMPLIED WARRANTIES ARISING FROM TRADE USAGE, COURSE OF DEALING, OR COURSE OF PERFORMANCE, AND THERE ARE NO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE.
11. LIMITATION OF LIABILITY. TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, Knowingly, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE AUTHORS, EMPLOYEES, DIRECTORS, OFFICERS, CONSULTANTS, AGENTS, WEB HOSTS OR INTERNET SERVICE PROVIDERS, CONTENTS PROVIDERS, OR OTHER PERSONS RELATED TO OR USED BY Knowingly (COLLECTIVELY, THE Knowingly ENTITIES ), REGARDLESS OF CAUSE OF ACTION (E.G., IN CONTRACT, TORT, WARRANTY, AND TO THE FULL EXTENT PERMITTED IN APPLICABLE LAW, PRODUCT LIABILITY AND STRICT LIABILITY), SHALL HAVE NO LIABILITY OF ANY KIND ARISING OR RELATED TO THIS AGREEMENT, OR THE CONTENTS IN EXCESS OF US$5.00. THE ABOVE LIMITATION SHALL NOT APPLY TO THE EXTENT CAUSED BY THE WILLFUL TORTUOUS MISCONDUCT OR GROSS NEGLIGENCE OF Knowingly.
12. DISCLAIMER OF CONSEQUENTIAL AND SIMILAR DAMAGES. TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, THE Knowingly ENTITIES, REGARDLESS OF CAUSE OF ACTION (E.G., IN CONTRACT, TORT, WARRANTY, AND TO THE FULL EXTENT PERMITTED IN APPLICABLE LAW, PRODUCT LIABILITY AND STRICT LIABILITY), SHALL HAVE NO LIABILITY OF ANY KIND ARISING OR RELATED TO THIS AGREEMENT, OR THE CONTENTS FOR INJURY, DEATH, DAMAGE TO PROPERTY, LOSS OF USE, LOSS OF OPPORTUNITY, LOSS OF PROFITS, INCREASED COSTS, OR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES.
13. Independence of Last Two Clauses. The last two sections are intended to be independent of each other and the failure of essential purpose of one shall not affect the other.
14. Other Warranty Rights or Limitations of Liabilities. Some states and foreign countries provide rights in addition to those above, or do not allow excluding or limiting implied warranties, or liability for incidental or consequential damages. Therefore, the above limitation may not apply to you or there may be state provisions which supersede the above.
15. Arbitration in Texas. Any dispute or claim arising or related to this Agreement, its performance, breach, or interpretation (including issues about its validity or enforceability), shall be exclusively (except as provided below) resolved by final binding arbitration before the American Arbitration Association (AAA), utilizing its Commercial Arbitration Rules. One arbitrator shall be selected using AAA procedures. The arbitrator shall use all reasonable efforts to minimize discovery and to complete the arbitration proceedings as expeditiously as possible. The Arbitrator shall render a written decision within thirty (30) calendar days of the hearing. The arbitrator will not award attorney's fees, or punitive, incidental, consequential, treble or other multiple or exemplary damages, and the parties hereby agree to waive and not seek such damages. Either party may seek judicial relief to compel the other party to comply with the provisions of this Section, or injunctive or other equitable relief to protect its intellectual property rights, provided (unless prohibited by applicable law) that the remainder of the dispute or claim is submitted to arbitration. The arbitration shall be held in Austin, Texas; both parties hereby give their irrevocable consent to jurisdiction of courts of or in the State of Texas, as well as processes of the AAA in Texas. Awards shall be final, binding and non-appealable (except on the minimal grounds required under the Federal Arbitration Act or other applicable law). All awards may be filed with one or more courts, state, federal or foreign having jurisdiction over the party against whom such award is rendered or its property, as a basis of judgment and of the issuance of execution for its collection.
16. Governing Law. This Agreement shall be deemed made in, governed by, performed in, and construed and enforced in accordance with the laws of the State of Texas, U.S.A., without giving effect to its conflicts of laws provisions or principles.
17. Entire Agreement; Waiver; Modification; Amendment. The terms and provisions contained in this Agreement constitute the entire agreement between the parties concerning the subject matter hereof. This Agreement supersedes all other agreements, written or oral, between the parties as to the subject matter hereof. No modification or amendment of this Agreement shall be enforceable against a party unless in writing and signed by the party against whom such modification or amendment is sought to be enforced. No failure on the part of a party to exercise, no delay in exercising, and no course of dealing with respect to any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege under this Agreement.
18. Successors and Assigns. Licensee may not assign this Agreement (including by operation of law) without the prior written consent of Licensor. Any such attempt to assign shall be null and void. The rights and obligations of the parties shall inure to the benefit of and shall be binding upon the parties, their respective successors, assigns, heirs, and personal representatives. Nothing in the Agreement is intended to or shall confer on any Person other than the parties hereto or their respective permitted successors or assigns, any rights or remedies under or by reason of this Agreement.
19. Captions. The captions and headings in this Agreement are inserted only as a matter of convenience, and in no way define, limit or in any other way described the scope of this Agreement or the intent of any provision hereof.
20. Severability. The parties agree that if any part, term, or provision of this Agreement is held illegal or invalid, the validity of the remaining portions or provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term, or provision held to be illegal or invalid.
21. Survival. The terms of this Agreement apply to any, receipt, use or performance that occurs before any termination, cancellation, or rescission of this Agreement, and to those obligations that arise after any termination, cancellation, or rescission of this Agreement-namely: any terms, conditions or restrictions on receipt, use, or access to the Contents, systems, or networks of Knowingly, and any indemnification obligations.
22. Change of Terms From Time-To-Time. Knowingly may alter any term of this Agreement by posting a notice that there is a change in terms on a page containing the Contents. Any use of any Knowingly web site after the date of such notice is deemed acceptance of the new terms.
23. Government Restricted Rights Legend. Any Contents which used or transmitted for or on behalf of the United States of America, its agencies and/or instrumentalities (U.S. Government), is provided with Restricted Rights. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer is noted with the Contents; otherwise should be considered Knowingly, at the above address.