Terms

Terms of Use

Last updated: 09/01/2013

Welcome! Please take a moment to scroll down and read these Terms of Use.

Blackhorn Associates, Inc. (“Blackhorn,” “we,” “us,” or “our”) provides the Kipin Hall web application (the “App”) through its website located at www.kipinhall.com (the “Site”). These Terms of Use state the terms and conditions under which you can use the App. Please read these Terms of Use carefully. By accessing and using the App, you acknowledge that you have read, understood, and agree to be legally bound by these Terms of Use and you represent and warrant that you are at least 18 years or older. If you do not agree to any of these terms, then please do not use the App. These Terms of Use may be updated by us from time to time without notice to you.

The App

The App is an educational networking application that provides Registered Users (as defined below) a variety of features, including but not limited to, online note taking during class, class notes sharing, and connecting and interacting with other Registered Users from the same school. Through the App, each Registered User will be able to create a profile that contains his/her personal information, including, but not limited to, name, email address, interests, work experience, and his/her academic information, including, but not limited to, class year, major, courses, student clubs. Registered Users may upload a picture to be displayed on their profile. Registered Users may also display links to their social media pages on their profile. The profile will be visible to other Registered Users when such Registered Users login through the App.

The App also offers an online marketplace that connects Registered Users willing to sell items (“Sellers”) with Registered Users looking to purchase such items (“Buyers”). Registered Users may post listings/ads through the online marketplace and the listings/ads will be visible to other Registered Users from the same school and same campus. If a Registered User chooses to purchase an item, the parties finalize the transaction off-site independent of the App and any involvement by us. We are not a party to any transaction between Buyers and Sellers. All transactions between a Buyer and Seller, including, without limitation, the quality, condition or legality of the items advertised, the truth or accuracy of the listing, the ability of the Sellers to sell the items or the ability of the Buyers to pay for the items are solely the responsibility of the applicable Buyer and Seller.

Registration.

You are welcome to browse the Site as a visitor without providing any information to us. If you would like to use the App, you will need to register as a user (“Registered User”) by providing us with your name and your school email address and creating a user name and password for your account. You represent and warrant that all registration information you submit is truthful and accurate and you will maintain the accuracy of such information. You are solely responsible for the confidentiality of your user account, as well as for its use and misuse. You will promptly inform us of any need to deactivate a user name or password. We reserve the right to delete or change your user name and/or password at any time and for any reason.

Use of Personal Data.

Your use of the Site and/or the App may involve the transmission to us of certain personally identifiable information (the “Personal Data”). Our policies with respect to the collection and use of Personal Data are governed according to our Privacy Policy (located at privacy page, which is hereby incorporated by reference in its entirety.

Fees.

The App is currently provided to you for free. However, we reserve the right to begin charging fees at any time upon notice to you.

Intellectual Property.

(a) Blackhorn Content. The Site and the App contain material, such as software, text, graphics, images, sound recordings, audiovisual works, and other material provided by or on behalf of Blackhorn (collectively referred to as the “Blackhorn Content”). The Blackhorn Content may be owned by us or our licensors, and is protected under both United States and foreign laws. The Blackhorn Content may include trademarks, service marks, and logos of Blackhorn used and displayed on the Site and the App, which are registered and/or unregistered trademarks or service marks of Blackhorn.

Except as otherwise provided in these Terms of Use, you have no rights in or to the Blackhorn Content, and you must not:

* Use the Blackhorn Content except as permitted under these Terms of Use;
* Remove any copyright or other proprietary notices contained in the original Blackhorn Content on any copy you make of the Blackhorn Content;
* Sell, transfer, assign, license, sublicense, or modify the Blackhorn Content or use the Blackhorn Content for any public or commercial purpose;
* Use or post the Blackhorn Content on any other website or in a networked computer environment

(b) User Generated Content. Blackhorn does not claim any ownership rights in the images, graphics, text, data, hyperlinks and other material supplied by you to us in connection with the App (collectively, “User Generated Content”). By uploading any User Generated Content, you hereby grant us an irrevocable, non-exclusive, worldwide, fully-paid and royalty-free, sublicensable, transferable license to use, modify, delete from, add to, publicly perform, publicly display, reproduce and translate such User Generated Content, along with the right to excerpt, analyze, index, and create derivative works from such User Generated Content solely in connection with provision of the App. You represent and warrant that: (i) you own the User Generated Content or otherwise have the right to grant the license set forth in this section, and (ii) the posting and use of your User Generated Content does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights or any other rights of any person. You agree that we may remove User Generated Content that is offensive or otherwise unacceptable to us in our sole discretion.

Community Guidelines.

Our community, like any community, functions best when we all follow a few simple rules. By accessing and/or using the App, you hereby agree that:

* You will not use the App for any unlawful purpose;
* You will not upload, post, e-mail, transmit, or otherwise make available any content that:
# infringes any copyright, trademark, right of publicity, or other proprietary rights of any person or entity; or
# is threatening, tortious, defamatory, libelous, indecent, obscene, pornographic, sexually explicit, invasive of another’s privacy, or promotes extreme violence or cruelty to animals, or contains hate speech (i.e., speech that attacks or demeans a group based on race or ethnic origin, religion, disability, gender, age, veteran status, and/or sexual orientation/gender identity; or
# discloses any sensitive information about another person, including that person’s e-mail address, postal address, phone number, credit card information, or any similar information.
* You will not “stalk” or otherwise harass another;
* You will not spam or use the App to engage in any commercial activities, including, without limitation, raising money; advertising or promoting a product, service, website, or company; or engaging in any pyramid or other multi-tiered marketing scheme;
* You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity; and
* You will not interfere with or attempt to interrupt the proper operation of the App through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the App through hacking, password or data mining, or any other means.

Unsolicited Information.

By submitting any unsolicited information and materials, including comments, ideas, questions, designs, and other similar communications (collectively, “Unsolicited Information”) to us through the Site or the App, you agree to be bound by the following terms and conditions. If you do not agree with these terms and conditions, you should not provide us with any Unsolicited Information. All Unsolicited Information will be considered NON-CONFIDENTIAL and NONPROPRIETARY. We, or any of our affiliates, may use such communication or material for any purpose whatsoever, including, but not limited to, reproduction, disclosure, transmission, publication, broadcast, and further posting. Further, we and our affiliates are free to use any ideas, concepts, know-how, or techniques contained in any communication or material you send to the site for any purpose whatsoever, including, but not limited to, developing, manufacturing, and marketing products. By submitting any Unsolicited Information, you are granting us a perpetual, royalty-free and irrevocable right and license to use, reproduce, modify, adapt, publish, translate, distribute, transmit, publicly display, publicly perform, sublicense, create derivative works from, transfer and sell such Unsolicited Information and to use your name and other identifying information in connection with such Unsolicited Information.

Disclaimer and Limitation of Liability.

NONE OF BLACKHORN, ITS AFFILIATES, SUBSIDIARIES, OR ITS OR THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS (COLLECTIVELY THE “BLACKHORN PARTIES”) ENDORSE ANY REGISTERED USERS, GOODS OFFERED FOR SALE BY ANY SELLER OR USER GENERATED CONTENT (INCLUDING, WITHOUT LIMITATION, ANY OPINION, RECOMMENDATION OR ADVICE EXPRESSED BY THE REGISTERED USERS) SUBMITTED THROUGH THE SITE OR THE APP. YOU ACKNOWLEDGE THAT THE APP MERELY ACTS AS A VENUE THAT BRINGS TOGETHER REGISTERED USERS FROM THE SAME SCHOOL. NONE OF THE BLACKHORN PARTIES IS A PARTY TO, OR HAS ANY RESPONSIBILITY OR LIABILITY WITH RESPECT TO, ANY TRANSACTION, COMMUNICATION OR INTERACTION BETWEEN THE REGISTERED USERS OR FOR ANY RESULTS CAUSED BY USING THE APP. WE EXPRESSLY DISCLAIM ANY AND ALL LIABILITY IN CONNECTION WITH THE FOREGOING.

YOU ACKNOWLEDGE AND AGREE THAT THIS SITE AND THE APP, INCLUDING, WITHOUT LIMITATION, ALL BLACKHORN CONTENT, FUNCTIONS AND MATERIALS, ARE PROVIDED “AS IS,” “AS AVAILABLE”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NONE OF THE BLACKHORN PARTIES WARRANT THAT THE SITE OR THE APP, BLACKHORN CONTENT, FUNCTIONS OR MATERIALS CONTAINED THEREIN WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. BLACKHORN PARTIES SHALL NOT BE LIABLE FOR ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO OR USE OF THE SITE OR THE APP.

IN NO EVENT SHALL BLACKHORN PARTIES BE LIABLE FOR DIRECT, SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, REVENUES OR SAVINGS, EVEN IF THE BLACKHORN PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR NEGLIGENCE, CONSEQUENTIAL, INCIDENTAL OR OTHER DAMAGES, IN SUCH JURISDICTIONS OUR LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SITE OR THE APP IS TO STOP USING THE SAME.

External Sites.

This Site may contain links to third-party websites (“External Sites”), but we do not endorse and are not responsible for the content of any linked External Sites. Please refer to the terms of use and privacy policies of the External Sites for more information.

Indemnification.

You agree to defend, indemnify, and hold the Blackhorn Parties harmless from and against any claims, actions, or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from: (i) your breach of these Terms of Use; (ii) your access to, use, or misuse of the Site, the App or the Blackhorn Content; (iii) any User Generated Content provided through your accounts or any goods sold by you as a Seller or purchased by you as a Buyer; and (iii) your violation of any third-party right, including without limitation any copyright, trademark, property, or privacy right.

Compliance with Applicable Laws.

The Site and the App are based in the United States, and are intended to be used only by residents of the United States. We make no claims concerning whether the Site, the App or any Blackhorn Content may be viewed or be appropriate for use outside of the United States. If you access the Site, the App or the Blackhorn Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.

Termination.

We may terminate these Terms of Use and your access to all or any part of the Site and/or the App at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Site and/or the App at any time without prior notice or liability. Upon termination for any reason, your right to access and/or use the Site and/or the App will immediately cease.

Copyright Complaints.

If you believe this Site and/or the App contains any Blackhorn Content that infringes your copyright, please contact our Copyright Agent, as detailed below, with the following information:

*  An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
*  A description of the copyrighted work that you claim has been infringed;
*  A description of where the material that you claim is infringing is located on the Site and/or the App;
*  Your address, telephone number and email address;
*  A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and
*  A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or duly authorized to act on the copyright owner’s behalf.

To contact our Copyright Agent by regular mail, please write to:

Copyright Agent
Saikiran Yerram
P.O. Box 3125
New York, NY 10163

To contact our Copyright Agent by email, please write to info@kipinhall.com, with COPYRIGHT NOTICE in the subject line.

Miscellaneous.

In the event that any portion of these Terms of Use is held to be invalid or unenforceable, then such portion shall be construed in accordance with the applicable law as nearly as possible to reflect the original intentions of the parties, and the remainder of these Terms of Use shall remain in full force and effect. This section, the section entitled Intellectual Property, Indemnification, and the section entitled Disclaimer and Limitation of Liability shall survive the termination of these Terms of Use. You may not assign these Terms of Use. No waiver shall be effective unless in writing. Neither the course of conduct between parties nor trade practice shall act to modify any provision of these Terms of Use. These Terms of Use and any other agreements between the parties entered into through this Site shall be governed by and construed in accordance with the laws of the State of New York. Except for proceedings commenced by us to protect our intellectual property or confidential information which may be brought in any court of competent jurisdiction, the parties mutually agree that any and all disputes arising hereunder shall be resolved exclusively by state or federal courts located in the State of New York. These Terms of Use contain the entire agreement of the parties concerning the Site and the Content and supersede all existing agreements and all other oral, written or other communication between the parties concerning its subject matter. You shall comply with all laws, rules and regulations which are now or hereinafter promulgated by any government authority or agency which govern or apply to the operation and use of the Site and/or the App.

Questions or comments regarding this Site or this App, including any reports of non-functioning links, should be submitted using our email address info@kipinhall.com, or via U.S. mail to P.O.Box 3125 New York, NY 10163. We try to respond in a timely manner but are not always able to do so.