Terms of Use

1. INTRODUCTION
a. Welcome to Kutpoint.com operated by Kutpoint, Inc. (“Kutpoint”, “we” or “us”). The Kutpoint Service is commercial computer software developed exclusively at private expense.

b. By clicking “I accept” or using the services offered on or throughhttp://www.Kutpoint.com or any of its subdomains, or any domain directed to the http://www.Kutpoint.com domain or any of its subdomains (the “Kutpoint Service”), you are accepting and agreeing to the terms and conditions set forth below (the “Terms of Use”). We reserve the right to change, modify, add or remove portions of these Terms of Use. You can determine when these Terms of Use were last revised by referring to the “Last Updated” legend at the top of these Terms of Use. By using the Kutpoint Service, you agree to the operative Terms of Use in place at the time of your use, including any and all changed or modified terms.

c. In addition to these Terms of Use, your use of the Kutpoint Service is governed by our Privacy Policy. You agree to Kutpoint’s collection, use and sharing of your information and the information of your Members as set forth in the Privacy Policy, which may be amended by us from time to time. The Privacy Policy and any posted terms or guidelines are hereby incorporated by reference into these Terms of Use.

d. If you are subscribing to the Kutpoint Service within the scope of your contract or employment with an entity (e.g., organization, a corporation, limited liability company, or partnership), (a) you represent that you have the authority to bind that entity to these Terms of Use, (b) that entity will be the “Subscriber,” and (c) “you,” as used in these Terms of Use, refers to that entity and each Member.

e. If you do not understand and agree to these Terms of Use, you are not authorized to use the Kutpoint Service. You may not use the Kutpoint Service if you are a direct competitor.

2. DEFINITIONS
“Subscriber” means the individual or entity that subscribes to the Kutpoint Service to establish a Membership Community.
“Membership Community” means the website created by the Subscriber and provided through the Kutpoint Service or through a white label
“Member” means any individual that has access to the Membership Community.
3. THE KUTPOINT SERVICE
a. The Kutpoint Service may be offered by Kutpoint itself or by a third party partner/service provider. Unless otherwise stated, these Terms of Use apply to all services offered by or on behalf of Kutpoint. All content and services made available through the Kutpoint Service that were not made available as of the “Last Updated” date above shall be governed by these Terms of Use.

b. Kutpoint can refuse registration of, access to, or cancel a user account in its discretion, at any time, for reasons such as violation of applicable law, breach of these Terms of Use, force majeure, or any other matter that in Kutpoint’s discretion warrants such refusal or cancellation.

4. MEMBERS’ USE OF THE KUTPOINT SERVICE
By using the Kutpoint Service, Members expressly agree to the following:

i. Your user account will be accessed through a user ID and password that you will create (your “ID”). You are responsible for maintaining the confidentiality of your ID, and you are fully and solely responsible for all activities that occur under your ID. It is up to you to take adequate precautions with your ID, and to immediately notify Kutpoint of any unauthorized use of your ID.
ii. You shall provide accurate, true and current information as prompted during the user account registration process and shall keep it current at all times.
iii. Your ID is unique to you and cannot be shared with any other Member or person. You shall not share your ID or any other login credentials with any other person or publicly disclose it.
iv. You shall notify Kutpoint immediately of any breach of security or unauthorized use of your user account
v. Although Kutpoint will not be liable for your losses caused by unauthorized use of your user account, you may be liable for the losses incurred by Kutpoint due to such unauthorized use
vi. You represent and warrant that all posted data, text, links, video files, photos, or any other content (collectively, the “User Content”) that you post to the Kutpoint Service shall be your wholly original material (except for material that you are using with the permission of its owner), and does not infringe, misappropriate or violate any copyright, trademark or other rights of any third party including any rights of privacy or publicity\
vii. You shall be solely responsible for keeping a duplicate copy of all User Content; we do not accept any responsibility or liability for the loss of your User Content.
viii. You shall not post User Content that is hateful, threatening, pornographic, obscene, abusive, unlawful, harassing, racially or ethnically offensive, libelous or defamatory, or any content that encourages unlawful conduct.
ix. You shall not submit material that is copyrighted, protected by trade secret or otherwise subject to intellectual property rights or third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from the rightful owner to post the material and to grant Kutpoint all of the license rights granted herein.
x. You shall not use the Kutpoint Service for any illegal or unauthorized purpose.
xi. You shall not attempt to hack, destabilize or adapt the Kutpoint Service or its source code.
xii. You shall not use the Kutpoint Service to transmit worms, viruses or any code of a destructive nature.
xiii. You shall not, without our prior express written permission, use any high volume automated means (including robots, spiders and scripts) to access the Kutpoint Service.
xiv. You agree not to collect or harvest any personally identifiable information, including account names, from the Kutpoint Service.
xv. You are solely responsible for obtaining and maintaining all equipment and services needed for your access to and use of the Kutpoint Service and for paying all charges related thereto.
xvi. Any comments, suggestions, or feedback relating to the Kutpoint Service (collectively, “Feedback”) submitted to Kutpoint shall become the property of Kutpoint. We will not be required to treat any Feedback as confidential, and will not be liable for any ideas (including product or advertising ideas) and will not incur any liability as a result of any similarities that may appear in our future services or operations. Without limitation, we will have exclusive ownership of all present and future existing rights to Feedback. We will be entitled to use Feedback for any commercial or other purpose whatsoever, without compensation to you or any other person sending Feedback.
xvii. You shall not abuse, harass, threaten, harm or impersonate other Kutpoint users or Members or employees of Kutpoint or any of its partners, at any time or for any reason.
xviii. You understand that when using the Kutpoint Service, you will be exposed to User Content provided by other users or Members and you agree that Kutpoint is not responsible for the accuracy, safety, appropriateness or intellectual property rights of or related to such content.
xix. You shall not use the Kutpoint Service to send spam or commercial or other messages, including e-mails, to any third-party if those messages are not solicited, authorized or welcomed by the third-party, and in your use of the Kutpoint Service you must comply with all applicable laws and regulations, including (a) laws that apply in any jurisdiction to cookies, other tracking technologies, and spam and marketing practices, and (b) any applicable marketing association guidelines on ethical marketing practices.
xx. You shall not use the Kutpoint Service for any competitive or benchmarking purposes, including monitoring the availability or functionality of the Kutpoint Service.

5. SUBSCRIBERS’ USE OF KUTPOINT SERVICE
By using the Kutpoint Service, Subscribers expressly agree to the following

i. You shall be solely responsible for all activity associated with the Membership Community, including any User Content and all activities of your Members.
ii. You represent and warrant that all User Content that your Members post to the Kutpoint Service shall be their wholly original material (except for material that is being used with the permission of its owner), and does not infringe any copyright, trademark or other rights of any third party including any rights of privacy or publicity.
iii. You agree not to collect or harvest any personally identifiable information of your Members, including account names, from the Kutpoint Service.
iv. You are solely responsible for obtaining and maintaining all equipment and services needed for your Members’ access and use of the Kutpoint Service and for paying all charges related thereto
v. You are solely responsible for ensuring that each of your Members receives a copy of or has access to these Terms of Use.

6. LICENSE GRANT
a. Subject to the terms and conditions of these Terms of Use, you are hereby granted a revocable, non-transferable, non-exclusive, limited right and license to use the Kutpoint Service in accordance with the terms of your subscription or the subscription of Subscriber or another company or person who pays certain fees to Kutpoint. Kutpoint reserves all rights not expressly granted herein in the Kutpoint Service. Kutpoint may terminate this license at any time for any reason or no reason.

b. By submitting User Content to the Kutpoint Service, you hereby grant Kutpoint a worldwide, non-exclusive, royalty-free, sub-licensable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Content for the sole purpose of operating and performing the Kutpoint Service for the Subscriber. You also grant each Member you authorize a non-exclusive license to access your User Content through the Kutpoint Service and to use, reproduce, distribute, display and perform such User Content.

7. USER CONTENT
a. You retain ownership rights to the User Content you submit to or make available on the Kutpoint Service. You represent and warrant that (i) you own or have the necessary licenses, rights, consents and permissions to use, and authorize Kutpoint to use in order to operate the Kutpoint Service, all patent, trademark, trade secret, copyright or other intellectual property rights or proprietary rights in and to your Content; and (ii) you have any and all necessary written or implied consents, releases, and/or permissions of each and every identifiable individual person in the Content to use the name, picture and likeness of each and every such identifiable individual person to enable inclusion and use of the video or Submission in the manner contemplated by these Terms of Use.

b. You acknowledge that by providing you with the ability to view and distribute user-generated content through the Kutpoint Service, Kutpoint is not undertaking any obligation or liability relating to User Content or Members’ activities. You understand that by using the Kutpoint Service, you may be exposed to content that is offensive, indecent or objectionable. Under no circumstances will Kutpoint be liable in any way for User Content, including for any errors or omissions in User Content, or for any loss or damage of any kind incurred as a result of User Content. Kutpoint assume no responsibility or liability which may arise from User Content, including claims for defamation, libel, slander, infringement, invasion of privacy and publicity rights, obscenity, pornography, profanity, fraud, or misrepresentation. By using the Kutpoint Service, you agree that Kutpoint undertakes no obligation to remove User Content based on any complaint that you may make concerning User Content and you further agree that Kutpoint makes no promises to remove any content based on any complaint that you may make concerning User Content. This term, like all of the provisions in the Terms of Use, may not be modified orally.

9. OUR PROPRIETARY RIGHTS
Except for your User Content, the Kutpoint Service and its materials, including software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos and music, and all intellectual property rights related thereto, are the exclusive property of Kutpoint. Except as explicitly provided herein, nothing in these Terms of Use shall be deemed to create a license in or under any such intellectual property rights. Use of the Kutpoint Content or materials on the Kutpoint Service for any purpose not expressly permitted by these Terms of Use is prohibited.

10. PREMIUM SERVICES; DESIGNATED USERS
a. Your access to the Kutpoint Service may be dependent on your subscription to the Kutpoint Service or on the subscription of the Subscriber who pays certain fees to Kutpoint (“Premium Services”). As such, the Premium Services offered by Kutpoint depend on the terms of that subscription.

b. If you purchase Premium Services, you agree to pay us the applicable subscription fees and taxes. Your purchase may be subject to foreign exchange fees or differences in prices based on location (e.g. exchange rates). Kutpoint is allowed to store your payment information.

c. Subscription fees must be paid for in advance unless agreed to otherwise in writing. Payments for subscriptions are non-refundable. If you cancel the Premium Services, you agree to still pay these subscription fees through the end of the applicable subscription period. There will be no refunds or credits for any time period where the Membership Community is not used or accessed or when any Member or prospective Member fails to use or access the Membership Community. You authorize us to store and continue billing your payment method (e.g. credit card) even after it has expired, to avoid interruptions in your service (e.g. subscriptions) and to facilitate easy payment for new services

d. If the Subscriber (including you, if applicable) ceases to pay the fees due to Kutpoint, Kutpoint may cease to provide you access to the Kutpoint Service and/or terminate your Membership Community. Similarly, if the terms of the subscription to the Kutpoint Service change, you may experience changes to the features or capacity of your account. Taxes are calculated based on the billing information that you provide us at the time of purchase

11. DESIGNATED USERS
a. The Kutpoint Service may be accessed by no more than the number of Members specified by the applicable subscription. Additional Members may be added during the applicable subscription term at the then-current list price determined by Kutpoint, prorated for the remainder of the subscription term in effect at the time the additional Members are added. The expiration date of the term of the user accounts for these added Members will be the same as the expiration date of the term of the pre-existing subscription. The Kutpoint Service is a designated user service. User accounts or IDs cannot be shared or used by more than one individual, even if the designated user is not accessing the Kutpoint Service at the same time as the other individual. Subscribers may permanently reassign accounts to new Members that are replacing former Members who no longer require use of the Kutpoint Service. If Kutpoint determines that you are not complying with the Terms of Use described in this paragraph, in addition to any other remedies, Kutpoint may immediately suspend or terminate the applicable user accounts and Membership Community subscription and/or invoice you for the fees attributable to the additional Member(s).

12. CANCELLATION AND TERMINATION
a. Membership Community

i. Subscriber is solely responsible for properly canceling the Membership Community. Subscriber can cancel a Membership Community at any time by e-mailing support@kutpoint.com specifying the Membership Community that you want canceled and providing a brief explanation of why you are canceling. You may generate a backup of all of your User Content prior to canceling your Membership Community. In Kutpoint’s sole discretion, all of your User Content may be immediately deleted from the Kutpoint Service upon cancellation. This information may not be able to be recovered once the Membership Community is canceled. If you cancel the Membership Community and/or any Kutpoint Service before the end of your current paid-up subscription, your Membership Community will remain live until the end of the paid subscription unless you request such cancellation to be immediate. Once terminated, you will not be charged again. Kutpoint, in its sole discretion, has the right to suspend or terminate your Membership Community and refuse any and all current or future use of the Kutpoint Service, or any other Kutpoint service, for non-payment, failure to comply with these Terms of Use, government or court order, or any other reasonable reason at any time. Kutpoint may also terminate the Membership Community, without notice to Subscribers or Members, (i) if the Subscriber of the Membership Community fails to pay for the Kutpoint Service in accordance with the terms of the subscription or (ii) the Subscriber of the Membership Community has a free subscription for the Kutpoint Service and there has been no activity in the Membership Community in the preceding sixty (60) days. Any such termination of the Kutpoint Service will result in the deactivation or deletion of the Membership Community, including your access and all other Members’ access to the Membership Community, and the forfeiture and relinquishment of all User Content in the Membership Community.

b. Member’s User Account

i. Member may terminate your user account by contacting the Subscriber and requesting that your user account and ID be revoked or canceled. Kutpoint is not responsible for and cannot effect any cancellations or revocations of a Member’s user account and ID. However, Kutpoint may suspend or terminate the Membership Community as specified in these Terms of Use and if such termination or suspension occurs, Member’s user account and ID would be canceled without notice to Member.

c. The provisions of these Terms of Use that must continue beyond the term of this agreement in order to give them full force and effect, including Sections 5(b) and 13-20, will survive any termination or cancellation of this agreement.

13. PRIVACY
We care about the privacy of our users. By using the Kutpoint Service, you are consenting to have your personal data transferred to and processed in the United States.

14. SECURITY
We have implemented commercially reasonable technical and organizational measures designed to secure your personal information and User Content from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will not be able to defeat those measures or use your personal information and User Content for improper purposes. You acknowledge that you provide your personal information at your own risk.

15. COPYRIGHT POLICY
a. Kutpoint has adopted a policy of terminating, in appropriate circumstances, Subscribers and Members who are repeat infringers. Kutpoint may also, at its sole discretion, limit access to the Kutpoint Service and/or terminate the user accounts of any Members who infringe or misappropriate any intellectual property rights of others, whether or not there is any repeat infringement or misappropriation.

16. THIRD PARTY WEBSITES, ADVERTISERS, OR SERVICES
The Kutpoint Service may contain links to third party websites that are not owned or controlled by Kutpoint. Kutpoint has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites. In addition, Kutpoint will not and cannot censor or edit the content of any third party website. You expressly relieve Kutpoint from any and all liability arising from your use of any third party website. Accordingly, we encourage you to be aware when you leave any Kutpoint website and to read the terms and conditions and privacy policy of each other website that you visit.

17. INDEMNIFICATION; REMEDIES
a. ALL MEMBERS: YOU ARE RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF YOUR PASSWORD AND USER ACCOUNT. FURTHERMORE, YOU ARE RESPONSIBLE FOR ANY AND ALL ACTIVITIES WHICH OCCUR UNDER YOUR USER ACCOUNT. YOU SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS KUTPOINT AND ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS AND AGENTS (THE “KUTPOINT INDEMNITEES”) FROM ANY AND ALL THIRD PARTY CLAIMS, LIABILITY, DAMAGES AND/OR COSTS (INCLUDING ATTORNEYS’ FEES) ARISING FROM OR RELATED TO (i) YOUR USE OF THE KUTPOINT SERVICE, (ii) YOUR VIOLATION OF THESE TERMS OF USE, OR (iii) ANY INFRINGEMENT OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY RIGHT OR OTHER RIGHT OF ANY PERSON OR ENTITY BY YOU OR ANY OTHER USER OF YOUR USER ACCOUNT. YOU AGREE TO IMMEDIATELY NOTIFY KUTPOINT OF ANY UNAUTHORIZED USE OF YOUR USER ACCOUNT OR ANY OTHER BREACH OF SECURITY KNOWN TO YOU THAT MAY AFFECT THE SECURITY OF THE KUTPOINT SERVICE.

b. SUBSCRIBERS: YOU ARE RESPONSIBLE FOR ANY AND ALL ACTIVITIES WHICH OCCUR IN OR THROUGH YOUR MEMBERSHIP COMMUNITY. YOU SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS THE KUTPOINT INDEMNITEES FROM ANY AND ALL THIRD PARTY CLAIMS, LIABILITY, DAMAGES AND/OR COSTS (INCLUDING ATTORNEYS’ FEES) ARISING FROM OR RELATED TO (i) YOUR USE OF THE KUTPOINT SERVICE AND EACH MEMBER’S USE OF YOUR MEMBERSHIP COMMUNITY (ii) VIOLATION OF THESE TERMS OF USE BY YOU OR ANY MEMBER, OR (iii) ANY INFRINGEMENT OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY RIGHT OR OTHER RIGHT OF ANY PERSON OR ENTITY BY YOU OR ANY MEMBER. YOU AGREE TO IMMEDIATELY NOTIFY KUTPOINT OF ANY UNAUTHORIZED USE OF ANY USER ACCOUNT IN YOUR MEMBERSHIP COMMUNITY OR ANY OTHER BREACH OF SECURITY KNOWN TO YOU THAT MAY AFFECT THE SECURITY OF THE KUTPOINT SERVICE.

c. THE INDEMNIFICATION OBLIGATIONS IN THIS SECTION 13 APPLY EVEN IF DUE TO ANY KUTPOINT INDEMNITEE’S NEGLIGENCE OR OTHER FAULT, BREACH OF CONTRACT OR WARRANTY, OR STRICT LIABILITY WITHOUT REGARD TO FAULT.

d. Any specific right or remedy provided in these Terms of Use will be cumulative with all other rights and remedies set forth herein and allowed under applicable law.

18. NO WARRANTY
THE KUTPOINT SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH NO COMMITMENT TO ANY FUTURE FUNCTIONALITY OR FEATURES. USE OF THE KUTPOINT SERVICE IS AT YOUR OWN RISK. THE KUTPOINT SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, KUTPOINT, ITS SUBSIDIARIES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE KUTPOINT SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE KUTPOINT SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE KUTPOINT SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE KUTPOINT SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD. KUTPOINT DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY YOU OR A THIRD PARTY THROUGH THE KUTPOINT SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND KUTPOINT WILL NOT BE A PARTY TO AND IS NOT RESPONSIBLE IN ANY WAY FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

19. LIMITATION OF LIABILITY
a. ALL MEMBERS:

i. KUTPOINT AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, WHETHER BASED IN TORT, CONTRACT, OR OTHERWISE, INCLUDING LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM OR IN ANY WAY RELATED TO (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE KUTPOINT SERVICE; (B) ANY CONDUCT OR CONTENT OF YOU, ANY MEMBER, OR ANY THIRD PARTY ON THE KUTPOINT SERVICE, INCLUDING ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER MEMBERS OR THIRD PARTIES; (C) ANY CONTENT OBTAINED FROM THE KUTPOINT SERVICE; AND (D) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT KUTPOINT HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

ii. KUTPOINT’S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATED TO THESE TERMS OF USE AND ANY OTHER AGREEMENT RELATED TO YOUR USE OF THE KUTPOINT SERVICE IS LIMITED TO THE TOTAL AMOUNT OF FEES PAID BY THE SUBSCRIBER IN THE 12 MONTHS PRECEDING THE INCIDENT.

b. SUBSCRIBERS: KUTPOINT AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, WHETHER BASED IN TORT, CONTRACT, OR OTHERWISE, INCLUDING LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM OR IN ANY WAY RELATED TO (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE KUTPOINT SERVICE; (ii) ANY MEMBER’S ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE KUTPOINT SERVICE (iii) ANY CONDUCT OR CONTENT OF YOU, ANY MEMBER, OR ANY THIRD PARTY ON THE KUTPOINT SERVICE, INCLUDING ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY MEMBERS OR THIRD PARTIES; (iii) ANY CONTENT OBTAINED FROM THE KUTPOINT SERVICE; AND (iv) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR, OR ANY OF YOUR MEMBERS’ TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT KUTPOINT HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

c. THE LIMITATIONS AND EXCLUSIONS IN THESE TERMS OF USE WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW AND REGARDLESS OF WHETHER LIABILITY ARISES FROM BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING SOLE OR CONCURRENT NEGLIGENCE), BY OPERATION OF LAW OR OTHERWISE. LIABILITY IS LIMITED AND/OR EXCLUDED, EVEN IF ANY EXCLUSIVE REMEDY PROVIDED FOR IN THESE TERMS OF USE FAILS OF ITS ESSENTIAL PURPOSE.

20. CONTROLLING LAW JURISDICTION; DEADLINE TO BRING CLAIMS
These Terms of Use and any action related to these Terms of Use will be governed by the laws of the Republic Of Serbia without regard to or application of its conflict of law provisions or your state or country of residence. All claims, legal proceedings or litigation arising in connection with the Kutpoint Service will be brought solely in Belgrade, Republic of Serbia, and you consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum. You and Kutpoint agree that any cause of action or claim for relief arising out of or related to the Kutpoint Service must commence within one (1) year after the cause of action accrues or it is waived.

21. ENTIRE AGREEMENT; WAIVER; MODIFICATION; SEVERABILITY
a. These Terms of Use and our Privacy Policy are the entire and exclusive agreement between Kutpoint and you regarding use of the Kutpoint Service (excluding any service for which you have a separate agreement with Kutpoint that is explicitly in addition or in place of these Terms of Use), and these Terms of Use supersede and replace any prior agreements between Kutpoint and you regarding use of the Kutpoint Service.

b. These Terms of Use may not be modified orally. These Terms of Use may not be modified or superseded by Kutpoint’s acceptance of a purchase order or the like from you or any other person.

c. If for any reason a court of competent jurisdiction finds any provision of these Terms of Use or portion thereof to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of these Terms of Use, and the remainder of these Terms of Use will continue in full force and effect. No waiver by Kutpoint of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. We may revise these Terms of Use from time to time; the most current version will always be at www.Kutpoint.com. By continuing to access or use the Kutpoint Service after those revisions become effective, you agree to be bound by the revised terms. We do not assume any obligation to notify you of changes to these Terms of Use.

22. ELECTRONIC COMMUNICATION AND ELECTRONIC SIGNATURES; NOTICES
a. You agree to be bound by any affirmation, assent, or agreement you transmit through the Kutpoint Service, including any consent you give to receive communications from Kutpoint solely through electronic transmission. You agree that when in the future you click on an “I agree,” “I consent,” “I accept,” or other similarly worded “button” or entry field with your mouse, keystroke, or other computer or mobile device, your agreement or consent will be legally binding and enforceable and the legal equivalent of your handwritten signature. If you have any questions about these Terms of Use, please contact us by email at support@kutpoint.com.

b. All notices required or otherwise provided for under these Terms of Use will be sent by certified or registered mail (return receipt requested), reputable overnight courier with shipment tracking capabilities (postage prepaid), facsimile, email (other than notices of termination or an indemnity claim) or hand delivery to the other party at the addresses below: For Kutpoint: Kutpoint, Inc., Bul. Oslobodjenja 111, Belgrade, Serbia, Attn: Chief Financial Officer. For you: At the address and/or email you provided during registration or as updated by you. Notices will be deemed to have been received (i) five (5) business days after mailing if given by mail, (ii) upon receipt if hand delivered, and (iii) one (1) business day after sending if given otherwise.

23. PAYMENTS; TAXES
a. If you are a Subscriber, you agree to pay all fees invoiced for your and your Members’ use of the Kutpoint Service. If we do not receive any invoiced amount by the due date, then, without limiting any of our other rights and remedies, we may charge you interest on such amounts of 3% or the maximum rate allowed by law, whichever is lower. If any amount You owe under these Terms of Use or any other agreement for the Kutpoint Service is past due, without limiting any of our other rights and remedies, we may (a) accelerate your unpaid fee obligations under these Terms of Use or such other agreements so that all such obligations become immediately due and payable, and/or (b) suspend your and your Member’s access to the Kutpoint Service until such amounts are paid in full. We will give you at least five (5) business days’ prior notice that your account is overdue before we exercise our right of suspension. We will not exercise these rights during any good faith dispute of a charge.

b. The Subscriber is responsible for determining the amount, if any, of any state and local sales, use and other taxes that apply to the Subscriber or Members under these Terms of Use. It is the Subscriber’s sole responsibility to assess, collect, report, and remit the correct amounts to the proper tax authorities. Kutpoint is not obligated to determine whether taxes apply to Subscriber’s or any Member’s use of the Kutpoint Service under these Terms of Use, and Kutpoint is not obligated to calculate, collect, report, or remit any amounts to any taxing authority arising from any such use. If Kutpoint believes that it has the legal obligation to pay or collect any taxes for which you are responsible, Kutpoint has the right to do so and you will pay such amounts or provide proof acceptable to Kutpoint that such taxes are not due.

27. RELATIONSHIP OF THE PARTIES; ASSIGNMENT
a. The relationship between you and Kutpoint under these Terms of Use is that of independent contractors, and neither party has any authority to bind or commit the other party. Nothing herein shall be deemed or construed to create a joint venture, partnership or agency relationship between the parties for any purpose. These Terms of Use are for the benefit of, and will be enforceable by, the parties and Kutpoint’s licensors only. These Terms of Use are not intended to confer any other right or benefit on any third party. Nothing in these Terms of Use restricts or limits, or shall be interpreted to restrict or limit, Kutpoint’s right to market, distribute, or sell Kutpoint’s products or services to any party, including Members.

20. HEADINGS; CONSTRUCTION.
a. The various headings in these Terms of Use are for convenience only and shall not affect the meaning or interpretation of any Section or provision of these Terms of Use.

b. Unless context clearly dictates otherwise, references in these Terms of Use to Sections are to the applicable Sections of these Terms of Use. If a term is defined as one part of speech (such as a noun), it has a corresponding meaning when used as another part of speech (such as a verb). Terms defined in the singular have the corresponding meanings in the plural, and vice versa. The terms “include,” “includes” or “including” mean “including without limitation.”