This User Guide is referenced in, and made an integral part of, each licensee’s License Agreement with KaiNexus LLC. This User Guide explains how the KaiNexus Products (as defined in the licensee’s License Agreement with KaiNexus LLC) work, information that the KaiNexus team gathers with respect to licensees and their affiliates and restrictions on the way in which the KaiNexus Products are to be used. Capitalized terms used herein and not defined herein shall have the meanings assigned to them in each licensee’s respective License Agreement. In the event of a conflict between the terms of this User Guide and the terms of a licensee’s License Agreement, the terms of such licensee’s License Agreement shall prevail.
KaiNexus LLC is a limited liability company formed under the laws of the State of New York. All references herein to “the Company”, “KaiNexus”, “KaiNexus LLC”, “we”, “us”, “our” or “the KaiNexus team” shall refer to KaiNexus LLC or, where appropriate, its officers and Managing Members.
The Company reserves the right to modify this User Guide upon notice to licensees as set forth in their respective License Agreement.
The license provided under the License Agreement does not permit a licensee to use any trademarked, copyrighted or other proprietary information of the Company. This includes (without limitation) the trademarks “KaiNexus” and “making improvement easier” as well as the Company’s logo:
A licensee may only use proprietary information (including trademarks or other brand information) if the Company has given specific written permission, and then only for the purposes specifically authorized and only if the licensee has satisfied all of the conditions placed upon such permission.
In the event that a licensee is given written permission to use proprietary information (including, but not limited to, trademarks or other brand information), such use must be made in a manner consistent with the Company’s own use of such information. This means that a licensee must agree to abide by any restrictions the Company places on the use and dissemination of such information and, in the case of trademarks or other brand information, the licensee must follow any rules set forth by the Company regarding the size, font, color, placement or appearance of such brand information.
In no event shall a licensee use any proprietary information (including, but not limited to, trademarks or other brand information):
(a) in a manner that is misleading, defamatory, libelous, offensive, obscene, infringing or otherwise objectionable;
(b) in a manner that suggests the licensee is an affiliate, partner or otherwise related to the Company;
(c) in any way that would infringe upon any third party intellectual property rights (including, but not limited to, trademarks, copyrights or other protected information);
(d) as part of the name of any product or service provided by any third party or as part of the name of any third party;
(e) in any manner that implies or suggests that editorial content has been approved, authorized, composed, or edited by, or otherwise represents the views of, the Company or its directors, officers or employees; or
(f) in any other manner that the Company shall reasonably determine to have a negative or deleterious effect on the Company, its products, services or other licensees.
In all cases, the Company may determine whether any use of its proprietary information violates the restrictions set forth above at any time and, except as otherwise stated above, in its sole discretion.
In the event that the Company permits the use of any proprietary information, the licensee must sign an agreement acknowledging that it understands and agrees that all proprietary information used by such licensee remains the sole property of the Company.
The Company wants to ensure that all of its licensees are able to take advantage of the Company’s Products. In order to maximize the effectiveness of the KaiNexus Products and protect its reputation, the Company specifically does not allow licensees to use the license provided or the KaiNexus Products to do any of the following:
(a) harm minors in any way;
(b) impersonate any person or entity, or misrepresent any affiliation with any person or entity;
(c) use a user name or e-mail address that implies that the licensee is a different person or entity or which misrepresents an affiliation with any person or entity;
(d) use a user name, e-mail address, name or other identifier that infringes on third party intellectual property rights (including, but not limited to, the use of trademarked or copyrighted material);
(e) provide user names and/or passwords to any third party for its use or otherwise attempt to transfer the existing license except as permitted under the terms of the license agreement;
(f) engage in any use of “junk mail”, “spamming”, “chain letters”, pyramid schemes or offers for investment opportunities, or other similar invasive and unsolicited advertising;
(g) use the KaiNexus Products to engage in the transmission of any virus, Trojan horse, “time bomb”, “Easter egg” or other malicious or dangerous computer code, file, program or software designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
(h) use the KaiNexus Products to engage in any form of internet spying, including the installation of spyware or any similar program, computer code, file or cookie;
(i) use the KaiNexus Products to engage in “phishing” or any other form of request for personal information using deception or misrepresentation of any kind;
(j) defame, abuse, harass, stalk, threaten or otherwise violate the legal rights of others, including without limitation others' privacy rights or rights of publicity;
(k) to harvest or collect information from any person or entity outside the scope of use provided for in the License Agreement;
(l) interfere with or disrupt the Company’s servers or networks or its provision of services to any licensee; or
(m) use the KaiNexus Products for any fraudulent or unlawful purpose, or otherwise intentionally or unintentionally violate any applicable local, state, Federal or international law.
(n) use the KaiNexus Product to store or transmit any information that may in any way identify a patient, their confidential medical information, and/or any other information as protected by HIPAA .
In addition, licensees may not sell, offer, upload, post, provide information regarding, or transmit or make available, content that:
(a) is or may be, in the Company’s reasonable determination, unlawful, fraudulent, harmful, threatening, intimidating, degrading, abusive, harassing, tortious, defamatory, obscene, indecent, pornographic, encouraging criminal conduct, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable, or which could otherwise give rise to criminal and/or civil liability;
(b) infringes any patent, trademark, trade secret, copyright or any other proprietary right of any person or entity;
(c) that licensee does not have a right to make available under any law in any applicable jurisdiction or as the result of any contractual or fiduciary relationship (including, but not limited to, proprietary and confidential information, insider information and privileged communications);
(d) that is personally identifiable information about any individual without such individual’s express prior written consent;
(e) that is material, non-public information about any partnership, corporation, limited liability company or other legal entity without express prior written authorization; or
(f) that pertains to the sale or distribution of (i) prescription medication, (ii) any pornographic image, movie or computer file, or (iii) any investment product of any sort (in the absence of an executed supplemental agreement with the Company prepared at such licensee’s expense by the Company’s counsel).
Licensee acknowledges that the Company may screen or elect not to screen any content in its sole and absolute discretion. The Company has the right, but not the obligation, to pre-screen, refuse or remove any content of a licensee in its sole and absolute discretion. Licensee further acknowledges that, notwithstanding any of the foregoing, licensee may be exposed to content that it finds offensive or objectionable. In such case, licensee should bring its concerns to the Company’s attention, at which time the Company will act as it determines appropriate in its sole discretion.
Licensees may not:
(a) Modify, adapt, translate, reverse engineer, decompile or disassemble any portion of a KaiNexus Product;
(b) Remove any copyright, trademark or other proprietary rights notice from any KaiNexus Product or materials originating from the Company;
(c) Frame or mirror any part of the KaiNexus Products;
(d) Create a database by downloading and storing content from the Company’s website; or
(e) Use any robot, spider, site search or retrieval application or other device to retrieve, index, "scrape," "data mine" or in any way gather content from any other licensee or from the Company, or reproduce or circumvent the navigational structure or presentation of the Company’s website without the Company’s express prior written consent.
(f) Make the KaiNexus Products available to anyone other than authorized Users.
(g) Sell, resell, rent or lease any KaiNexus Product.
Licensee further acknowledges and agrees that it is solely responsible for obtaining and maintaining all telecommunications, broadband, and computer hardware, equipment, and services needed to access and use the Company’s Products, and for paying all charges related thereto.
All User Submissions from a Licensee to the KaiNexus Products will be deemed to be the "Confidential Information" of such Licensee that has established an instance of KaiNexus. Company agrees that it will?use Confidential Information solely for the purpose of providing KaiNexus?Products to authorized users and for the purposes of Product improvement. In addition, unless otherwise required by law, Company agrees that it will disclose Confidential Information only to
(a) Company's, members, officers, employees and service providers?who have a need to know such Confidential Information for purposes of developing and maintaining the KaiNexus Products, or
(b) Individuals who have been authorized by the Licensee to access the Confidential Information
Notwithstanding the foregoing, Company will not be in violation of this section with respect to a disclosure of Confidential Information which (i) is or becomes generally available to the public other than as a result of the Company’s failure to comply with this provision; (ii) was disclosed to the Company on a non-confidential basis; or (iii) was or is lawfully acquired by the Company from a source not under any obligation to the licensee or the Company regarding disclosure of such information; or (iv) was in the possession of the Company in written or recorded form at the time of its first disclosure.
In no event will the following information be considered Confidential Information:
(a) any information that was publicly known prior to the time of disclosure to Company;
(b) any information that becomes publicly known after disclosure to Company other than as a result of a breach of this section by Company;
(c) any information that is already in the possession of Company at the time of disclosure to Company; or
(d) any information that is independently developed by Company.
We are aware of concerns regarding the privacy and confidentiality of Confidential Information. We have put in place certain physical, electronic and managerial procedures to help us safeguard against unauthorized access to Confidential Information and to help maintain data security. For example, we use an encryption technology called Secure Sockets Layer (SSL) to help protect the transmission of certain information to and from the KaiNexus Products.
You are ultimately responsible for maintaining the secrecy of your user name, passwords and/or any account information. You are not permitted by KaiNexus to, and we recommend that you do not, disclose your username and password to any other person. If you have reason to believe that your interaction with the KaiNexus Products is no longer secure (for example, if you feel that the security of your KaiNexus username or password has been compromised), you must immediately notify us of the problem by contacting the System Administrator of your instance and us using the ‘Problem or Suggestion’ button.
Upon removal of an instance of KaiNexus, Company will destroy all copies of any Confidential Information in Company's possession, provided that the Licensee requests the same in writing within thirty (30) days after the KaiNexus instance is disabled.
Use of the KaiNexus Products requires compatible devices, Internet access, and certain software (fees may apply); may require periodic updates; and may be affected by the performance of these factors. You agree that these requirements, which may change from time to time, are your responsibility. At present, the requirements are as follows:
(a) A computer running Windows XP, Vista®, Windows 7 or later, or Mac OS X 10.4 or later
(b) A Microsoft® Windows® based computer with an Intel® Pentium® II 450MHz, AMD Athlon® 600MHz or faster processor (or equivalent) OR a Mac OS X based computer with an Intel Core™ Duo 1.33GHz or faster processor.
(c) At least 128MB of RAM
(d) One of the following web-browsers (Google Chrome, Internet Explorer 8.x or above, Firefox 9.x or above, Safari 5.x or above)
(e) Adobe Flash Player 11.1 or greater installed
(f) Cookies enabled on the browser specified in item (d)
(g) High speed Internet access
In addition to our rights to terminate or suspend use of the KaiNexus Products to you due to breaches of the terms in Section II above or any breach of the License Agreement, you acknowledge that:
(a) Your access to and use of the KaiNexus Products may be suspended for the duration of any unanticipated or unscheduled downtime or unavailability of any portion or all of the KaiNexus Products for any reason, including as a result of power outages, system failures or other interruptions; and
(b) We shall also be entitled, without incurring any liability to you, to suspend access to any portion or all of the KaiNexus Products at any time, on a system wide basis:
(i) for scheduled downtime to permit us to conduct maintenance or make modifications to any of the KaiNexus Products;
(ii) in the event of a denial of service attack or other attack on the KaiNexus Products or other event that we determine, in our sole discretion, may create a risk to the applicable KaiNexus Products, to you or to any of our other customers if the KaiNexus Products were not suspended; or
(iii) in the event that we determine that the use or sale of any KaiNexus Product is prohibited by law, would harm our brand or reputation, or we otherwise determine that it is necessary or prudent to do so for legal or regulatory reasons (collectively, “Service Suspensions”).
We shall have no liability whatsoever for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that you may incur as a result of any Service Suspension. To the extent we are able, we will endeavor to provide you email notice of any Service Suspension in a timely manner, but shall have no liability for the manner in which we may do so or if we fail to do so.
If you have any questions regarding this User Guide, please contact us either by email at email@example.com, or by regular mail at KaiNexus LLC 102 Wilmington Ct., Southlake, TX 76062 Attn: Matt Paliulis. Please note that email communications are not necessarily secure. Accordingly, you should not include credit card information or other sensitive information in your email correspondence with us.
LAST UPDATED: August 1, 2013