Effective Date: November 15, 2016
1. Acceptance of Terms.
a) This Terms document is an agreement you must accept in order to use the Kinship Services (as defined below) offered by Andekan Inc., a California corporation (collectively referred to as “Company” “Kinship” “we” “us”). It is applicable to:
1) “Owners” — this includes Primary Owners who initially create a team on the Service and other Owners that are granted ownership privileges by the Primary Owner;
2) “Administrators” – users who are given permissions to manage a team;
3) “Administrative Users” – Owners and Administrators, collectively; and
4) “Team Members” – users who are invited to join an existing team that has already been created in the Services by an Owner.
b) The terms “you” and “users” encompass all users, including both Administrative Users and Team Members.
d) If you create a new team or become an Administrative User for a team on behalf of a company or other legal entity, then you are entering into these Terms on behalf of that company or legal entity, and you represent that you have the authority to bind such entity, its Team Members, its Administrative Users, and its affiliates to these Terms. In that case, the terms “you” or “your” shall also refer to such entity, its Team Members, its Administrative Users, and its affiliates, as applicable. If you do not have such authority, or if you do not agree with these Terms, you may not use the Services. You acknowledge that these Terms are a contract between you and Kinship, even though it is electronic and is not a physically signed document. You understand that your agreement to accept the Terms is an affirmative acceptance of this contract and that it governs your use of the Services.
e) As our business evolves, Kinship may change these Terms. If we make a material change to the Terms, we will provide you with reasonable notice prior to the changes either by emailing the email address associated with your account or by posting a notice on the Site. The revised terms and conditions will become effective on the date set forth in our notice, and your acceptance of the new Terms and use of the Services after that date is an acceptance of the revised terms and conditions. If any change to these Terms is not acceptable to you, your only remedy is to cancel your account and stop using the Services, which you may do by contacting us at firstname.lastname@example.org or otherwise as provided in the Services.
g) You are required to open an account to use or access the Site or Services; you must complete the registration process by providing the complete and accurate information requested on the registration form. You will also be asked to provide an email address and password. You are entirely responsible for maintaining the confidentiality of your password. You may not use the account, username, email address or password of someone else at any time. You agree to notify Company immediately on any unauthorized use of your account, user name, email address or password. Company shall not be liable for any loss that you incur because of someone else using your password, either with or without your knowledge. You may be held liable for any losses incurred by Company, its affiliates, officers, directors, employees, consultants, agents, and representatives due to someone else’s use of your account or password.
h) As part of the process for creating a new team, you will identify an Owner’s name, email address and password for your account. You may use these credentials to invite individuals to become Administrative Users and Team Members (each with their own password) under your team. You are responsible for maintaining the confidentiality of your login, password, and account and for all activities that occur under your login or team, including the activities of Team Members.
i) All users should be aware that your Administrative Users may have certain rights to access your account and may obtain related information in connection with the Services. The Administrators also set policies regarding your use of various aspects of the Services. Administrators are solely responsible for informing Team Members of the applicable company policies, obtaining any legally required member consent to such policies, and for ensuring that all uses of the Services comply with applicable federal, state and/or international privacy laws, including but not limited to, the Electronic Communications Privacy Act, 18 U.S.C. § 2510 et seq.
j) By accessing or using the Services, you affirm that you are at least 18 years of age. You represent that you are fully able and competent to enter into and comply with the terms and conditions in these Terms. The Service is not directed to anyone under 18, so if you are under 18 years of age, you are not permitted to access or use the Services. If we become aware that you are using the Service even though you are under 18, we will deactivate your account.
2. Description of Service. The “Service(s)” means (a) Andekan Inc.’s Kinship Revit content and project management system comprised of a cloud based hosting and storage environment, web-based management interface available through the Site, a Revit add-in available in the form of Software (as below), and any supporting documentation (as defined below). Any modifications and new features added to the Services are also subject to this Terms. Kinship reserves the right to modify or discontinue the Service (or any Service plan) or any feature or functionality thereof at any time without notice to you. All rights, title and interest in and to the Service and its components (including all intellectual property rights) will remain with and belong exclusively to Kinship.
3. Other Definitions.
a) “Documentation” means any written or electronic documentation, images, video text or sounds specifying the functionalities of the Service provided or made available by Kinship to You or Your Users through the Site (as defined below) or software.
b) “Revit” means any released version of Autodesk Revit® from 2013 onwards.
c) “Revit Family Files” means any files with the extension of .RFA and any .TXT or .CSV files designed to work with .RFA files.
d) “Revit Project Files” means any files with the extension of .RVT.
e) “Library Content” means any Revit Family Files contained in the library section of your account.
f) “Internet Site” or “Site” is defined as https://kinship.io, https://app.kinship.io and any other sub-domain of https://kinship.io used to access the Services.
g) “Synced Projects” is defined as any Revit Project Files that You or another Team Member has selected to sync with Kinship through the Kinship Revit add-In.
4. Access and Use of the Service.
a) By agreeing to these Terms and by using the Service, Kinship grants you a limited, non-exclusive license as set forth herein. You may access and use the Service only for lawful, authorized purposes and you shall not misuse the Service in any manner (as determined by Kinship in its sole discretion). See Section 6 for specific provisions outlining prohibited uses of the Service. Administrative Users shall be responsible for all actions by Team Members on their team. You shall comply with any codes of conduct, policies, storage limitations, or other notices Kinship provides you or publishes in connection with the Service from time to time, but if any of those policies materially change the Terms, we will provide you with reasonable notice as provided in Section 1.3 above. You shall promptly notify Kinship if you learn of a security breach related to the Service.
b) Any software that may be made available by or on behalf of Kinship in connection with the Service, including Kinship’s desktop applications, (“Software”) contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Subject to the terms and conditions of these Terms, Kinship only grants you a limited, personal, non-sublicensable and non-exclusive license to use the Software solely in connection with the Service. Any rights not expressly granted herein are reserved.
5. Your Data Rights and Related Responsibilities.
a) “Your Data” means any data and content you upload, post, transmit or otherwise have made available via the Services (which may include data you elect to import from Non-Kinship products that you use). “Your Data” includes messages you send, files you upload, comments you make on files, profile information and anything else you enter or upload into the Service. Your data is considered yours, however Kinship reserves the right to use and store anonymized data of your use to improve and develop its services. Kinship will make commercially reasonable efforts to ensure that all facilities used to store and process Your Data meet a high standard for security.
b) Our Services let you share Your Data with others, so please think carefully about what you share.
c) In order for us to provide the Service to you, we require that you grant us certain rights with respect to Your Data. For example, we need to be able to transmit, store and copy Your Data in order to display it to you and your Team Members, to index it so you are able to search it, to make backups to prevent data loss, and so on. Your acceptance of these Terms gives us the permission to do so and grants us any such rights necessary to provide the Service to you, only for the purpose of providing the Service (and for no other purpose). This permission includes allowing us to use third-party service providers in the operation and administration of the Service, and the rights granted to us are extended to these third parties to the degree necessary and/or reasonable in order for the Service to be provided.
d) If any users send us any feedback or suggestions regarding the Service, you hereby assign your rights in that feedback to Kinship and/or grant Kinship an unlimited, irrevocable, perpetual, free license to use any such feedback or suggestions for any purpose without any obligation to you.
e) You are solely responsible for your conduct (including by and between all users), the content of Your Data, and all communications with others while using the Services. We may choose to review Public Content (as defined below) for compliance with our policies and guidelines, but you acknowledge that Kinship has no obligation to monitor any information on the Services. The Services provide features that allow you and your users to share Your Data and other materials with others or to make it public. Please consider carefully what you allow to be shared.
6. Representations and Warranties. You represent and warrant to Kinship that (i) you have full power and authority to enter into these Terms; (ii) you own all Your Data or have obtained all permissions, releases, rights or licenses required to engage in your activities (and allow Kinship to perform its obligations) in connection with the Services without obtaining any further releases or consents; and (iii) Your Data and your other activities in connection with the Service, and Kinship’s exercise of all rights and license granted by you herein, do not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does Your Data contain any matter that is unlawful or illegal.
You also agree not to:
a) upload, download, display, perform, transmit, or otherwise distribute any Content that is libelous, defamatory, obscene, pornographic, abusive, or threatening; advocates or encourages conduct that could constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or foreign law or regulation; upload, post, transmit, or otherwise make available any of Your Data that is unlawful or illegal, including without limitation Data that invasive of another’s privacy;
b) advertise or otherwise solicit funds or make a solicitation for goods or services.
c) impersonate any person or entity, including, but not limited to, a Kinship employee, Administrator, Owner, or other Member, or falsely state or otherwise misrepresent your affiliation with a person or entity;
d) manipulate identifiers in order to disguise the origin of any of Your Data;
e) upload, post, transmit, or otherwise make available any of Your Data that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
f) upload, post, transmit or otherwise make available any of Your Data in a manner that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
g) Reverse engineer any software or code related to Kinship’s products or Revit content available through any Andekan Inc. product or Kinship;
h) sublicense, resell, rent, lease, transfer or assign (except as permitted in Section 16) the Service or its use, or offer the Service on a time share basis to any third party;
i) use the Service to upload, post, transmit, or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
j) use the Service to upload, post, transmit, or otherwise make available any software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware;
k) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service, including using any device or software;
l) modify, adapt, or hack the Service, including by using any non-public Kinship APIs, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks.
m) intentionally or unintentionally violate any applicable local, state, national or international law in connection with your use of the Service, including, but not limited to, any data, privacy, or export control laws, or regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange, or the NASDAQ, and any regulations having the force of law;
n) use the Service to provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act;
o) use the Service to engage in any unauthorized, unlawful or illegal activities; and/or
p) collect or store personal data about other users in connection with any of the prohibited conduct and activities set forth above.
q) Misuse or misappropriation any of Kinship’s intellectual property, including its marks or brand assets.
You acknowledge that Kinship and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or remove any of Your Data that is available via the Service. Without limiting the foregoing, Kinship and its designees shall have the right (but not the obligation) to remove any of Your Data that violates the Terms or is otherwise objectionable. You must evaluate, and bear all risks associated with, the use of Your Data, including any reliance on the accuracy, completeness, or usefulness of Your Data.
You acknowledge, consent and agree that Kinship may access, preserve and disclose your account information and Your Data if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce the Terms; (iii) troubleshoot any performance or technical issues instigated by the Owner, Administrator or Team Member; (iv) respond to claims that any of Your Data violates the rights of third parties; (v) respond to your requests for customer service; or (vi) protect the rights, property or personal safety of Kinship, its users and the public.
7. Term; Termination.
a) These Terms will continue in full effect unless and until your account or the Terms is terminated as described herein. You have the right to deactivate your account at any time by contacting us at email@example.com or otherwise as provided in the Services.
b) We reserve the right to deactivate and delete your account (or the access privileges of any Team Member) and terminate these Terms at any time for any reason, or no reason, with or without notice. Without limiting the foregoing, Kinship may, in its sole discretion, publish policies whereby we delete your account for prolonged inactivity. Upon any termination of the Terms, we will have no obligation to maintain or provide Your Data. You are able to download your Library Content through the Service at any time. If your account is disabled or deactivated and you need access to your Library Content, please contact us at firstname.lastname@example.org within 10 days of losing your account access. If your team is deleted, we will delete or destroy all copies of Your Data in our possession or control, within 30 days, with the exception of the anonymized data and any other data that is the property of Kinship, unless legally prohibited.
d) All accrued rights to payment and the terms of Section 6 and Sections 8 through 22 shall survive termination of these Terms.
8. Disclaimer of Warranties.
a) The Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, or because of other causes beyond our reasonable control. Kinship shall use reasonable efforts to provide advance notice of any material scheduled service disruption and immediate notice of any material unscheduled service disruption. Further, you understand that Your Data may be transmitted or handled in an unencrypted manner if you choose to use unencrypted gateways to connect to the Service. Additionally, while Kinship takes steps to ensure that information provided to its third-party vendors and hosting partners is transmitted using reasonable security measures, it does not guarantee that these transmissions will be encrypted. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of Your Data. Kinship will have no liability to you for any unauthorized access or use of any of Your Data, or any corruption, deletion, destruction or loss of any of Your Data.
b) THE SERVICE AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND KINSHIP EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT KINSHIP DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM KINSHIP OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
9. Limitation of Liability.
a) UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL KINSHIP BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, OR (B) ANY MATTER BEYOND OUR REASONABLE CONTROL. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THESE TERMS. YOU AGREE AND ACKNOWLEDGE THAT DAMAGES ARE DIFFICULT TO ESTIMATE AND WILL BE LIMITED TO FIVE HUNDRED ($500) U.S. DOLLARS. This limitation shall apply regardless of whether the damages arise out of breach of contract, tort, or any other legal theory or form of action.
10. Affiliated Sites. Kinship has no control over, and no liability for any third-party websites, materials or Services. Kinship works with a number of partners and affiliates whose services may be linked with the Site or through the Software. Because neither Kinship nor the Site nor the Software has control over the content and performance of these partner and affiliate sites, Kinship makes no guarantees about the accuracy, currency, content, or quality of the information provided by such sites, and Kinship assumes no responsibility for unintended, objectionable, inaccurate, misleading, or unlawful content that may reside on those sites. Similarly, from time to time in connection with your use of the Site, you may have access to content items (including, but not limited to, websites) that are owned by third parties. You acknowledge and agree that Kinship makes no guarantees about, and assumes no responsibility for, the accuracy, currency, content, or quality of this third-party content.
11. Limitations by Jurisdiction. Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE JURISDICTIONS, KINSHIP’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
12. Dispute Resolution. We want to address your concerns without needing a formal legal case. Before filing a claim against Kinship, you agree to try to resolve the dispute informally by contacting email@example.com. We’ll try to resolve the dispute informally by contacting you via email. If a dispute is not resolved within 20 days of submission, you or Kinship may bring a formal proceeding.
13. Notice and Procedure for Making Claims of Copyright or Intellectual Property Infringement. We respect the intellectual property of others, and we ask our users to do the same. We may, in appropriate circumstances and at its discretion, disable and/or terminate the accounts of users who may be repeat infringers. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide Kinship’s Copyright Agent the following information:
a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
b) a description of the copyrighted work or other intellectual property that you claim has been infringed;
c) a description of where the material that you claim is infringing is located on the site;
d) your address, telephone number, and email address;
e) 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;
f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
Kinship’s Agent for Notice of claims of copyright or other intellectual property infringement can be reached as follows:
By mail:Copyright Agent c/o Andekan Inc., 625 El Dorado Ave., Unit 203 Oakland, CA 94611
14. Indemnification. You agree to indemnify defend, and hold harmless Kinship (defined above as including Andekan Inc.), its affiliates, officers, directors, employees, consultants, agents, and representatives from any and all third party claims, losses, liability, damages, and/or costs (including reasonable attorney fees and costs) arising, directly or indirectly, from your access to or use of the Site, your violation of these Terms, any of Your Data, or your (and your Team Members’) use or misuse of the Service or your infringement, or infringement by any other user of your account, of any intellectual property or other right of any person or entity. Kinship will notify you promptly of any such claim, loss, liability, or demand, and will provide you with reasonable assistance, at your expense, in defending any such claim, loss, liability, damage, or cost. Kinship reserves the right to conduct the exclusive defense and control of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Kinship’s defense of such matters.
15. Enforceability. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable.
16. Integration, Modification, and Authority. These Terms are the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. All waivers and modifications to these Terms must be in a writing signed by both parties that expressly by its terms modifies or waives a provision of the Terms, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of these Terms and you do not have any authority of any kind to bind Kinship in any respect whatsoever.
17. Assignment. You may not assign these Terms without the prior written consent of Kinship, except, if you are a company or other legal entity, you may assign these Terms in connection with a merger, re-organization or acquisition of all or a substantial portion of your assets by another company, but only upon 30-days prior notice to Kinship. Kinship may assign or transfer these Terms, in whole or in part, without restriction.
18. Notices. Please direct all notices to: Andekan Inc., 625 El Dorado Ave., Unit 203, Oakland, CA 94611.
19. Choice of Law and Forum. The Terms and the relationship between the parties shall be governed by the laws of the State of California without regard to its conflict of law for all users in the United States and the world. You hereby irrevocably consent to the exclusive jurisdiction of the state or federal courts in Alameda County, California in all disputes arising out of or related to the use of the Site or Service.
20. Waiver and Severability of Terms. The failure of Kinship to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision.
21. No Rgiht of Survivorship and Non-Transferability. If you are a living person, you agree that your account is non-transferable and your rights to the content within your account terminate upon your death, however the content may thereafter be available and accessible by Administrative Users.
22. Severability/Waiver. If, for whatever reason, a court of competent jurisdiction finds any term or condition in these Terms to be unenforceable, all other terms and conditions will remain unaffected and in full force and effect. No waiver of any breach of any provision of these Terms shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.