NTRODUCTION
These Terms of Use (“TOU”) including all provisions contained herein govern the manner in which you (“You” / “User”) may access Kroski.co and use any of the services or functions which it provides. These TOU together with our Privacy Policy, which is incorporated by reference into these TOU and may be found here, affect your legal rights and obligations.
Please review these TOU carefully before accessing or using any part of the Kroski.co. In consideration for access and use of Kroski.co, you agree to abide by these TOU in their entirety. If you do not agree to any portion of these TOU you are not permitted to use Kroski.co and we ask that you refrain from doing so.
PART I
Description of Kroski.co
(Basically: This is who we are and what we do)
- Our Service and Site
Kroski.co (“Kroski.co” / the “Site”) provides an online client portal for the booking of website, application, and content design services, development and strategy. When accessing Kroski.co you may view our available services and portfolio as well as contact us directly either as an existing client or with a new client inquiry.
PART II
Definitions
(Basically: This section explains terminology in the TOU)
2.1 Kroski.co
Kroski.co is the website through which our services are offered and available for review and booking.
2.2 Kroski.co Website
The Kroski.co Website located at https://kroski.co is the online vehicle, including any Content (as defined below), through which Kroski.co makes its services available to new and existing clients.
2.3 Users
A User (You) is any person or entity who accesses any portion of our Site. As a User, you are subject to these TOU and our Privacy Policy and agree to abide by all terms and conditions contained herein.
2.4 Content
Content is any material, existing or having existed on our Site in any fashion consistent with these TOU from any origin and in any form whether digital, electronic, posted, deleted, archived, embedded, linked or contained in any subpage of our Site or existing as data, designs, text, images, graphics or code, and without limitation may generally be considered material which we have provided on or as part of our Site or which Users have submitted, posted, uploaded or otherwise provided to the same. For the avoidance of confusion, Content includes any submissions you make to us for the purpose of contributing to, facilitating or soliciting our services.
PART III
Terms for All Users
The terms and conditions in this Section apply to your use of Kroski.co as do all other provisions in these TOU unless specifically designated otherwise. Even if you are just viewing our Site or browsing its Content you are considered a User and, without limitation, are subject to the TOU described in this, Part III.
3.1 General Use of Services
(Basically: This our conditional grant of permission to you to use our Site)
Kroski.co hereby grants you a non-exclusive, non-transferable, non-sublicensable right to access and use our Site solely for the purposes conveyed herein and generally including the browsing of our portfolio and contacting us for project updates or new project inquiries, in accordance with these TOU and to the extent permitted under all applicable laws and regulations of the United States or any other applicable laws having jurisdiction, whether state or federal; foreign or domestic.
3.2 General Use Restrictions
(Basically: These next two sections cover things you can’t do when using or accessing our site)
Notwithstanding the foregoing, you shall not, and shall not permit anyone else to, directly or indirectly access or use our Site in any fashion which violates these TOU or the rights of any Third Parties and specifically but without limitation you may not and may not permit any other party to:
modify, reproduce, rebroadcast, retransmit, reperform, or otherwise create derivatives of any part of our Service(s) or Site Content except in accordance with the Content license rules set forth below;
reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or structure, sequence and organization of all or any part of our Site (except where not applicable to certain limited extents where restrictions on reverse engineering are prohibited by applicable local law);
otherwise violate any of our intellectual property, or the intellectual property or rights to publicity or privacy of others including but not limited to any copyrights, trademarks, patents, trade secrets either in the United States or any other jurisdiction (whether now know or unknown)
remove or alter any proprietary notices or labels on or in our Site or any of its Content or any lawful notices meeting any requirements of attribution;
engage in, cause, facilitate or allow any activity that interferes with or disrupts our Site, its Content, or the use experience of any User; or
engage in, cause, facilitate or allow any fraudulent activity, activity for which our Site, Services or System is not intended or is forbidden, or any activity that facilitates fraud or illegal activity of any kind.
3.3 User Conduct and Content Restrictions
All Users are subject to full responsibility for their actions while using our Site and for any Content provisions or submissions made to our Site by them or their agents or allowed parties and agree that in no case shall they engage in, cause, facilitate or allow any activity which is or may be viewed as malicious or harmful including without limitation:
upload, post, email, transmit or otherwise make available any Content, including the making of any offers or statements, that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of privacy, fraudulent or hateful;
stalk, harass, or threaten any person or party;
impersonate any person or entity, including, but not limited to, a Kroski.co representative, falsely state or otherwise misrepresent your affiliation with a person or entity or violate the right of publicity or privacy right of any person or entity;
attempt to disguise the origin of any Content posted or submitted to our Site;
upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships;
upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other intellectual property right of any party;
upload, post, email, transmit or otherwise make available any Content that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or to otherwise interact with our Site in a manner not consistent with these TOU;
undertake any other action or activity which does or is intended to interfere with our Site, Services, System or servers or networks connected to the same, or disobey any requirements, procedures, policies or regulations of such servers or networks; or
violate any applicable law or regulation (foreign or domestic).
3.4 Content and Licenses
(i) Kroski.co and Site Content
(Basically: All Content on our Site is owned or licensed by us and if it’s not yours, you don’t own it)
All Content existing on our Site may either be owned by us or where submitted by you, subject to a license held by us.
Our rights to any Content submissions by you include the right to make a copy of the Content, to distribute it and reproduce it, to display it and otherwise publish it to any extent necessary to assess or execute upon the requirements of any project for which you have retained our services or for which you may retain them. Content on the site is subject to these license terms so long as that Content remains on the Kroski.co website or otherwise becomes legally exempt.
Please note that Content accessible through a link provided on our Site by any party other than Kroski.co or otherwise located in any place or fashion which is not controlled by us, including the websites of any third parties, is Content which is NOT held or owned by us, or for which we are responsible in any fashion, and any such Content is accessed by you at your sole risk and discretion.
You agree that absent the express written permission of Kroski.co or otherwise in accordance with applicable law, you shall not, nor shall you attempt to, appropriate, falsely claim authorship or ownership of, repost, copy, derive, distribute, publicly display, publicly perform, publish, broadcast, rent, lease, offer or sell or dispose of in any manner, reverse engineer, decompile, associate with in a false, diluting or confusing manner, or otherwise make available or us, or in any instance infringe or utilize in an illegal manner, any Content on our site.
(ii) User Content
(Basically: You own and are responsible for Content you submit to our Site, but all such Content is subject to certain license requirements)
Any Content which you post or submit to or otherwise transmit or make available to or upon our Site or to Kroski.co generally shall result in you accepting and being subject to the following:
License Rules and Requirements:
Your Original Content or Content Owned Exclusively by You: All Content which you submit and to which you otherwise may hold a copyright (registered or at common law) shall, to the extent Kroski.co may be concerned, remain owned by you to all extents it was so owned on its submission to us.
Other Licenses: Notwithstanding the forgoing. If you submit any Content which is subject to any other agreement including the requirement of any other license or contract with any other party (including coauthors), you may only freely submit such Content if the terms of the preexisting agreement/license are compatible with these TOU and any project requirements under which you may desire to engage our services. If such Content is not so compatible then you may not submit such Content to us.
Submission of Co-Authored, Imported or Licensed Content: Submission of Content which you do not exclusively own or hold a copyright to as a sole author may only be submitted if such submission does not violate the rights of any other party.
Public Domain Content: You may submit Content which is in the public domain. However, you must confirm the public domain status of the concerned Content under the laws of the United States as well as the laws of any other countries as may apply. When you contribute Content that is in the public domain, you warrant that such Content is actually in the public domain, and you agree to label it appropriately and be prepared to furnish information to support your warrant if reasonably requested by another User or by Kroski.co.
Our Right to Advertise: In addition to your grant of license to us for the purpose of facilitating our services to you (as discussed at Section 3.4(i)), you also agree that Kroski.co, for its own internal purposes such as training, quality control and testing as well as advertising purposes, may use, copy, distribute, display, publish or reproduce such Content submitted by you, well as add any such Content (including overall project work-product) to our publically accessible portfolios or post a link to such Content where it may be publically viewed. The foregoing notwithstanding, we will never make such use of Content submitted by you where our services and/or the Content submitted are stated by you to remain confidential or where you otherwise indicated that you do not wish your Content or the work-product from any project with you, to be included in our portfolio or advertising material. You may make such indication to us at any time and upon receipt of such indication, we agree to take prompt and reasonable steps to comply.
(iii) Compliance and Review
If any Content posted, submitted or provided by you violates any provision of these TOU, you shall be viewed as being in violation of these TOU and may be subject to immediate suspension or termination of your privileges of use as well as the indemnification and defense of Kroski.co as discussed below.
You also understand and agree that any Content existing on our Site and/or posted/submitted/provided by you may necessarily be subject to the review of Kroski.co personnel or independently contracted or appointed parties (without any obligation on the part of Kroski.co to do so) and that such Content may be required to be transmitted through various systems and/or presented in a slightly altered or otherwise not original state in order to be compatible with the framework and functionality of our Site.
(iv) Content Provision and Removal
(Basically: We can control the posting, disclosure and removal of any Content on our Site as we see fit)
You understand and agree that irrespective of any ownership or license status, any Content existing on our Site or otherwise held by Kroski.co may be disclosed Kroski.co in accordance with any legal requirement, investigation by any state, federal or regulatory or legal agency, bureau or body otherwise having jurisdiction, any judicial order or lawful discovery request, any legally enforceable request (such as those under the Freedom of Information Act), and that upon such disclosure Kroski.co is in no way required to inform you of or work with you to limit the amount, form or timing of the disclosure unless Kroski.co has otherwise expressly agreed with you to do so in writing.
You also understand and agree that irrespective of any ownership or license status, Kroski.co may remove and/or delete any Content from the Site at any time without prior notice to or authorization from you, and may not be compelled by you to repost any such Content under any circumstances.
In the event that any such Content as referenced above in this section amounts to personal information, the disposition of such Content shall be subject our Privacy Policy.
For additional information regarding our take-down policies please see Section 18 regarding the DMCA.
PART IV
General Terms and Conditions
4.1 No Warranty
(Basically: Our entire Site and Service is provided entirely at our discretion without any warranties)
Except to any extent as may be set forth in a written design services agreement with you, Kroski.co does not guarantee that our website and services will be error free or completely secure, or will operate in an uninterrupted manner, or that errors or defects will always be corrected.
YOUR USE OF THE WEBSITE, THE SYSTEM, AND OUR SERVICES IS AT YOUR SOLE RISK. KROSKI.CO MAKES NO WARRANTY THAT OUR WEBSITE, SYSTEM OR SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS. OUR SERVICES, SITE AND SYSTEM ARE PROVIDED TO YOU “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OR CONDITION OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT (INCLUDING, WITHOUT LIMITATION, PATENT, TRADEMARK OR COPYRIGHT INFRINGEMENT), AVAILABILITY, RELIABILITY, TIMELINESS, ACCURACY, SECURITY, COMPLETENESS, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT OR SYSTEM INTEGRATION, WHETHER ARISING BY LAW, EQUITY, CUSTOM OR CONDUCT. KROSKI.CO MAKES NO WARRANTY OF ANY KIND AS TO THE RESULTS THAT MAY BE OBTAINED FROM OUR SERVICES. FURTHERMORE, KROSKI.CO MAKES NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, REGARDING ANY OFFER SERVED/PRESENTED VIA OUR SERVICES OR ANY PRODUCTS, OR ANY SERVICES OR BENEFITS ORDERED OR OTHERWISE ACQUIRED THROUGH OUR COMPANY OR SYSTEM OR ANY TRANSACTIONS ENTERED INTO THROUGH OUR SERVICES/SYSTEM. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED FROM OUR SITE, INCLUDING ANY CODE, OR THROUGH THE USE OF ANY OF OUR SERVICES, IS DONE AT YOUR SOLE RISK AND DISCRETION AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE CAUSED TO YOUR SYSTEM, YOUR SERVICES, YOUR BRAND/IMAGE/REPUTATION, YOURSELF OR THE LIKE AS A RESULT OF THIS DOWNLOAD OR YOUR USE OF OUR SERVICES AND/OR SYSTEM OTHERWISE.
5.2 Limitation of Liability
(Basically: Our liability to you or to any other parties is strictly limited and you agree to this)
OUR LIABILITY TO ANY AND ALL USERS IS STRICTLY LIMITED. WITH REGARD TO ALL USERS WE EXPRESSLY DISCLAIM ANY AND ALL LIABILITIES OF ANY KIND; THE USER EXPERIENCE AND PERMISSIONS OF KROSKI.CO IS PROVIDED SOLELY AT OUR DISCRETION AND WE ARE NOT RESPONSIBLE TO USERS FOR ANY EXPECTATION OR REQUIREMENT WHICH MAY BE HAD WITH REGARD TO THE USE OF OUR SITE. WHERE A USER ENTERS INTO A WRITTEN CONTRACT IN THE FORM OF AN AGREEMENT FOR DESIGN SERVICES WITH US, OUR LIABILITY SHALL BE LIMITED IN ACCORDANCE WITH THE TERMS OF SUCH WRITTEN CONTRACT.
5.3 Indemnification
(Basically: If your conduct gets us in trouble or violates the TOU, you are entirely responsible)
YOU AGREE TO DEFEND, INDEMNIFY, AND OTHERWISE HOLD KROSKI.CO, ITS OFFICERS, DIRECTORS AND EMPLOYEES, AGENTS, AND/OR HEIRS AND ASSIGNS OF ANY OF THE SAME HARMLESS, FROM AND AGAINST ANY CLAIMS, LOSSES, LIABILITIES, SUITS, ACTIONS, DAMAGES, DEMANDS, FEES, SANCTIONS, PENALTIES, JUDGMENTS, AWARDS OR LIKE COSTS OR EXPENSES, INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ AND ACCOUNTING FEES, MADE BY ANY PARTY DUE TO OR RESULTING FROM YOUR USE OF OUR WEBSITE OR SERVICES CONSTITUTING ANY VIOLATION, KNOWING OR NOT, OF THESE TERMS OF USE, OUR PRIVACY POLICY OR ANY OTHER CONTRACT WHICH WE HAVE OR MAY HAVE WITH YOU.
5.4 Reservation of Intellectual Properties
(Basically: We take our intellectual property seriously so please don’t infringe or improperly use it)
Various information, images and other Content contained within and otherwise comprising portions of the Kroski.co Website and System constitutes and may otherwise be construed as intellectual property of Kroski.co, including without limitation various trademarks, copyrights, patents and patentable subject matter, trade secrets, and data elements and source and object code. Unless otherwise expressly permitted by Kroski.co in writing or as expressly (not implicitly) allowed under these TOU, you are never permitted to make use of or to download, access, sublicense or sell any such materials. Kroski.co expressly and implicitly reserves all rights to all its intellectual properties now known or unknown, and failure of Kroski.co to claim or otherwise contemplate any of its rights or potential rights to the same shall not constitute any waiver of any kind.
5.5 No Waiver
(Basically: Just because we don’t claim a particular right in this Agreement doesn’t mean we give it up)
Any failure, oversight, omission or the like on the part of Kroski.co in the reservation, claiming, assertion or enjoyment of any right which it may claim under these TOU or generally through the operation of its System, Website and/or general business activity, now known or unknown, shall not constitute any waiver of any kind.
5.6 Prohibition on Infringing or Offensive Content
(Basically: Offensive or infringing Content is never tolerated on our Site)
The submission or use of any infringing, false, defamatory or offensive Content by any User is prohibited by Kroski.co and any violation of this restriction by any person or entity constitutes a violation of these TOU, for which Kroski.co is indemnified and otherwise disclaims liability.
5.7 DMCA and Third Party Content
(Basically: We don’t tolerate infringing Content of any kind and we comply with takedown requests)
REPORTING CLAIMS OF COPYRIGHT INFRINGEMENT
We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the Site infringe your copyright, you may request removal of those materials (or access thereto) from the Site by submitting written notification to our Copyright Agent (designated below). In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must include substantially the following:
– Your physical or electronic signature.
– Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Site, a representative list of such works.
– Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.
– Adequate information by which we can contact you (including your name, postal address, telephone number and, if available, e-mail address).
– A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent or the law.
– A statement that the information in the written notice is accurate.
– A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
Our designated Copyright Agent to receive DMCA Notices is:
Kroski Consulting
4540 Center Blvd. 504
Long Island City, NY 11109
[email protected]
If you fail to comply with all of the requirements of Section 512 (c)(3) of the DMCA, your DMCA Notice may not be effective.
Please be aware that if you knowingly materially misrepresent that material or activity on the Website is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.
COUNTER-NOTIFICATION PROCEDURES
If you believe that material you posted on the Site was removed or access to it was disabled by mistake or misidentification, you may file a counter-notification with us (“Counter-Notice”) by submitting written notification to our copyright agent (identified below). Pursuant to the DMCA, the Counter-Notice must include substantially the following:
Your physical or electronic signature.
An identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled.
Adequate information by which we can contact you (including your name, postal address, telephone number and, if available, e-mail address).
A statement under penalty of perjury by you that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.
A statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if you reside outside the United States for any judicial district in which the Website may be found) and that you will accept service from the person (or an agent of that person) who provided the Website with the complaint at issue.
Completed Counter-Notices should be sent to:
Kroski Consulting
4540 Center Blvd. 504
Long Island City, NY 11109
[email protected]
The DMCA allows us to restore the removed Content if the party filing the original DMCA Notice does not file a court action against you within ten business days of receiving the copy of your Counter-Notice.
Please be aware that if you knowingly materially misrepresent that material or activity on the Website was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.]
[C. REPEAT INFRINGERS]
It is our policy in appropriate circumstances to disable and/or terminate the accounts of Users who are repeat infringers.
5.8 Dispute Resolution
(Basically: If we have a dispute, you agree to legally resolve it in New York, New York)
All legal proceedings arising out of or in connection with these Terms of Service shall be brought solely in the state or federal courts seated in the City New York, State of New York, which will have exclusive jurisdiction and venue under this agreement. You agree that you waive any claim to inconvenient forum in this regard.
5.9 Governing Law
These Terms of Service shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts of law provisions.
5.10 Amendments
(Basically: We reserve the right to amend this Agreement as we see fit and you must stay apprised)
Kroski.co reserves the right to make amendments to these Terms of Service or to update them at any time. Any such modification, addition, deletion or amendment, shall become effective immediately. It is solely the responsibility of any and all Users and any other concerned or potentially effected entity to review these Terms and Conditions from time to time; Kroski.co is not obligated to provide any notification of such amendments to any of the aforementioned parties.
5.11 Severability
(Basically: If any part of this agreement cannot be enforced it may be voided without effect)
Any term or provision of these TOU which is adjudged or otherwise determined by a court or other body of competent and authoritative jurisdiction to be illegal or unenforceable shall be automatically deemed as null and void and struck from these Terms and Conditions without any effect to or upon the legality or enforceability of any other provisions contained herein.
5.12 Entire Agreement
(Basically: This is our whole agreement with you and it takes priority over anything to the contrary)
These Terms and Conditions constitute the entire agreement between Kroski.co and you, except to the extent that any expressly agreed upon and written contract is subsequently established between Kroski.co and you in regard to subject matter unrelated to these TOU or otherwise conflicting and expressly designated as controlling, otherwise these TOU supersede all other agreements between Kroski.co and you to any extent regarding shared subject matter or conflicting provisions. For the avoidance of confusion, any conflicting term contained in a written design services agreement between Kroski.co and you shall control as against any term in these TOU.