Terms of Use

Footprintku Terms of Use

Posted: February 2, 2018

Effective: February 2, 2018

Thank you for using Footprintku Inc. (“Footprintku”). These terms of service ("Terms") cover your use and access to our services, software and websites ("Services"). By accessing or using any part of this site and site materials, you are acknowledging that you have read, fully understand, and agree to these terms and conditions “the “Agreement”), which constitute a binding agreement between you and Footprintku entered into on the date of such occurrence “the “Effective Date”). If you are using our Services for an organization, you represent that you have the right, authority, and capacity to bind such entity to this Agreement and hereby do so.

This Agreement is in English. By entering into the Agreement you hereby irrevocably and unconditionally (a) agree that English is the governing language for this Agreement and (b) waive any Law applicable to you requiring that the Agreement be localized to meet your language or requiring an original (non-electronic) signature or delivery or retention of non-electronic records.

DEFINITIONS AND INTERPRETATION

Please note that this Agreement contains a range of capitalized terms, some of which are defined in this Section, and some of which are defined in the operative provisions below. Section headings in this Agreement are for convenience of reading only. They shall not be used or relied upon for interpretive purposes.

"Content" as used herein includes any text, data, images, graphics, sounds, videos, audio clips, posts, comments, links, and/or software code of or on the Site.
"Design Files" as used herein refers to all digital models, schematics, footprints, 3D models, layouts, blueprints, and other computer-aided design ("CAD") files submitted to or produced by Footprintku such as circuit board designs.
"Feature" as used herein means any tool and/or feature of the Site (including but not limited to FPK Studio, FPK Vault, FPK Showcase, FPK Community, and FPK Garage).
"Footprintku Content Affiliate" as used herein means any entity which has entered into an agreement with Footprintku (including but not limited to this Agreement) to re-distribute Design Files or Submissions.
"Intellectual Property" as used herein means any and all inventions, discoveries, improvements, new uses, works of authorship, technical information, data, technology, know-how, show-how, designs, drawings, utility models, topography and semiconductor mask works, specifications, formulas, methods, techniques, processes, databases, computer software and programs, object code, source code, algorithms, architecture, records, documentation, and other similar intellectual property, in any form and embodied in any media, whether or not protectable or registrable.
"Marks" as used herein means trademarks, trade names, logos, design marks, service marks, service names, trade dress, and/or brand names.
"Site" as used herein means the website https://www.footprintku.com/ together with its subdomains, webpages, and application program interface.
"Site Materials" as used herein means, collectively, Content and Features.
"Submissions" as used herein means any Content, including but not limited to CAD files, that are submitted, posted, uploaded, or otherwise made available on or through the Site.

MODIFICATION

Footprintku may modify this Agreement at any time by posting the modified Agreement on the Site and reserves the right to do so. Such modifications will be effective ten (10) days after such posting, and your continued use of any part of the Site after such date constitutes your agreement to be bound by the modified Agreement.

Any new services, content, and functionality available to you through the Site and Site Materials will be subject to this Agreement.

SITE USE LICENSE

Subject to the terms and conditions of this Agreement, Footprintku grants you a revocable, non-exclusive, non-assignable, non-transferable, and non-sublicensable license, during the Term, to access and display locally the Site for the sole purpose of viewing the Site and Site Materials for your own benefit or posting Submissions to the Site and expressly does not include any other uses including use of the Site or Site Materials to aggregate Design Files or other information herein for display elsewhere or for the creation of a competing site or service (collectively, the "Site Use License").

The Site and Site Materials (and any copies thereof made available to you) are licensed only under this Agreement, and no title in or to the Site, the Site Materials, or such copies are transferred to you. Except for the Site Use License, you are granted no other right in or to the Site or Site Materials. Footprintku reserves all of its Intellectual Property rights in any Content you access or download from the Site, subject to this limited license as set forth herein.

USE OF DESIGN FILES LICENSE

Creative Commons Attribute License: Individual Design Files downloaded from Footprintku are licensed to you pursuant to the Creative Commons Attribution-ShareAlike 4.0 International License (CC BY-SA) ("Creative Commons License").The Creative Commons License allows you to use the Individual Design Files downloaded from Footprintku for commercial and personal purposes free of charge. You may modify the Individual Design Files to make derivative works under terms of your choice, but you must attribute Footprintku as the source of the derivative work.

RESTRICTIONS ON SITE AND DESIGN FILE USAGE

Except to the extent expressly permitted otherwise in this Agreement, you shall not do any of the following:

sell, assign, lease, lend, rent, issue, sublicense, make available, or otherwise distribute to any third party, or publicly perform, display or communicate, the Site or Site Materials (for example, by uploading Design Files to another website or application);
modify, alter, adapt, arrange, translate, decompile, disassemble, reverse engineer, decrypt, or otherwise attempt to discover the source code or non-literal aspects of, the Site or Site Materials;
remove, alter, or conceal, any copyright, trademark, or other proprietary rights notice or legend displayed or contained on or in the Site or Site Materials;
make a derivative work of the Site or Site Materials, or use the Site or Site Materials to develop any service or product that is the same as (or substantially similar to) the Site or Site Materials;
Distribute, broadcast, or otherwise share any parts of the Site or Site Materials in any media;
distribute more than 10 files downloaded from the Site to or through any one location, without prior written permission from Footprintku;
use the Site or Site Materials to infringe, misappropriate or violate any third party's Intellectual Property Rights, moral rights, privacy or other personal right, or any Law;
publish or transmit any robot, malware, Trojan horse, spyware, or similar malicious item intended (or that has the potential) to damage or disrupt the Site or Site Materials; and/or

Without limiting the foregoing, copying or reproducing the Site or Site Materials to any other server or location for further reproduction or redistribution is expressly prohibited.

If Footprintku determines that you are in breach of any provision of this Agreement, Footprintku reserves the right to block you from the Site or from certain Features in Footprintku’s sole discretion.

SUBMISSIONS UPLOADED TO SITE OR PROVIDED TO FOOTPRINTKU FOR UPLOAD

When and if you make any Submissions, you agree to the following terms and conditions:

License Grant For Submissions: You hereby grant to Footprintku the following rights for the use of such Submissions: a worldwide, non-exclusive, royalty-free, fully-paid, perpetual, irrevocable, sublicensable (through multiple tiers of sublicensees), assignable, and transferable license to use, reproduce, copy, modify, adapt, arrange, translate, create derivative works of, and publicly display, perform and communicate such Submissions, for the purpose of making available, improving, and/or promoting the Site and/or Site Materials and/or the purpose of designing, manufacturing, using and/or distributing circuit board designs and circuit boards (the "Submission License"). No compensation will be paid with respect to the use of your Submission as provided herein.

Representations And Warranty Re Submissions: You hereby represent and warrant that: (a) your Submissions do not and will not infringe, misappropriate or violate any third party's Intellectual Property, privacy or other personal right, or any applicable law and regulations; and (b) you have, and will maintain during and after any termination of this Agreement, all licenses, consents, permissions and approvals required to grant the Submission License; and (c) if you are an employee of a component manufacturer, or another company, person or entity that owns the rights to the content, that you have the permission and legal ability on behalf of your employer to accept this agreement and grant the rights granted herein.

No Obligation Re Submissions: Footprintku undertakes and has no obligation to review, accept, display, store, maintain, or provide you a copy of any of your Submissions, or any of your Intellectual Property Rights in and to Submissions. Footprintku may, at its discretion, replace, edit, and/or remove or delete your Submissions, including, but not limited to, when: (a) Footprintku believes that you are in possible breach of any provision of this Agreement or have violated (or are suspected by Footprintku of violating) any applicable Law; and/or (b) Footprintku deems it helpful or necessary to comply with any applicable Law, legal process, or governmental request, to enforce this Agreement (including investigations of potential breaches thereof), detect, prevent, or otherwise address fraud or security issues, or protect against harm to the rights, property or safety of Footprintku, its users, yourself or the public.

COMMUNICATION SERVICE LICENSE

The Site may contain chat areas, news groups, forums, communities, a project management platform, and/or other message or communication facilities designed to enable you to communicate with the public at large or with a group (collectively, "Communication Services").

You agree to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service. By way of example, and not as a limitation, you agree that when using a Communication Service, you will not:

Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others including, without limitation, engaging in activity that incites discrimination, hate or violence towards one person or a group because of their belonging to a race, ethnicity, gender, sexual orientation, physical ability, age, religion or nationality, or that insults the victims of crimes against humanity by contesting the existence of those crimes.
Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, material, or information.
Upload, display, or otherwise make available files that contain images, photos, software, object code, source code, markup language, libraries, schematics, schematic symbols, footprints, 3D models, designs, Printer Circuit Board design files, Printer Circuit Board fabrication files, or other material that infringes any copyright, trademark, patent, trade secret, privacy right, publicity right, confidentiality obligation or other proprietary right of any party.
Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer.
Use any material or information, including images, software, object codes, source code, markup language, libraries, schematics, schematic symbols, footprints, 3D models, designs, Printer Circuit Board design files, Printer Circuit Board fabrication files, or photographs, which is made available through the Site in any manner that infringes any copyright, trademark, patent, trade secret, privacy right, publicity right, confidentiality obligation or other proprietary right of any party.
Advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages.
Conduct or forward surveys, contests, pyramid schemes or chain letters.
Download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner.
Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.
Restrict or inhibit any other user from using and enjoying the Communication Services.
Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service.
Harvest or otherwise collect information about others, including e-mail addresses, without their consent.
Violate any applicable laws or regulations.
Create a false identity for the purpose of misleading others.

Footprintku has no obligation to monitor the Communication Services. However, Footprintku reserves the right to review materials posted to a Communication Service and to remove any materials in its sole discretion. Footprintku reserves the right to terminate your access to the Site, Services, Content, and any or all of the Communication Services at any time without notice for any reason whatsoever. Footprintku reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Footprintku’s sole discretion.

Always use caution when giving out any personally identifying information about yourself in any Communication Service. FOOTPRINTKU DOES NOT CONTROL OR ENDORSE THE CONTENT, MESSAGES, SUBMISSIONS, OR INFORMATION FOUND IN ANY COMMUNICATION SERVICE AND FOOTPRINTKU SPECIFICALLY DISCLAIMS ANY LIABILITY WITH REGARD TO THE COMMUNICATION SERVICES AND ANY ACTIONS RESULTING FROM YOUR PARTICIPATION IN ANY COMMUNICATION SERVICE, INCLUDING, WITHOUT LIMITATION, YOUR USE OF ANY SUBMISSIONS AND COLLABORATIONS WITH OTHER USERS OF COMMUNICATION SERVICES.

FEATURES

Footprintku reserves the right to remove, modify, and/or add any Features at any time, without any notice To you, and for any reason. Some Features may in any event be limited, suspended, or restricted by geography, volume, duration, or any other criteria determined by Footprintku.

PRIVACY

You hereby acknowledge that, in accordance with Footprintku's privacy policy, available at https://www.footprintku.com/privacy/ ("Privacy Policy”). Footprintku may collect, obtain, store and use information about your use of the Site and Site Materials. Footprintku reserves the right to modify its Privacy Policy at any time at Footprintku’s discretion.

ACCOUNT SECURITY

You are responsible for safeguarding the password that you use to access the Site or Site Materials and you agree not to disclose your password to any third party. You are responsible for any activity using your account, whether or not you authorized that activity. You should immediately notify Footprintku of any unauthorized use of your account. While Footprintku strives to protect the personal information and privacy of its users, your use of the Site to transmit or store personally identifiable information or other confidential or sensitive is at your own risk.

FEEDBACK

The terms of this Agreement do not grant you any right, title, or interest in the Site or Site Materials or the content in the Site or Site Materials. To the extent you provide any feedback or suggestions concerning the Site or Site Materials (collectively, "Feedback"), you hereby grant Footprintku a worldwide, non-exclusive, royalty-free, fully-paid, perpetual, irrevocable, sublicensable, assignable, and transferable license to use, copy, reproduce, distribute, modify, alter, adapt, arrange, translate, create derivative works of, publicly display, perform and communicate, and otherwise commercially exploit such Feedback, for any purpose whatsoever (the "Feedback License"). You hereby represent and warrant that: (a) Feedback will not infringe, misappropriate or violate any third party's Intellectual Property rights, privacy or other personal right, or any applicable law and regulation; and (b) you have, and will maintain during and after any termination of this Agreement, all licenses, consents, permissions and approvals required to grant the Feedback License. The Feedback License shall survive any termination of this Agreement. Feedback will not be deemed (or treated as) confidential or sensitive to you.

OTHER CONTENT

The Site may contain links to or permit the use of third party websites or third party content. Footprintku does not endorse and is not responsible or liable for their availability, accuracy, the related content, products, or services. You are solely responsible for your use of any such websites or third party content and you may be subject to any applicable third party terms and conditions.

TERM

This Agreement commences on the Effective Date and will remain in full force and effect until terminated by either party in accordance herewith (the "Term").

TERMINATION

Footprintku reserves the right to immediately terminate this Agreement, or otherwise modify, suspend, or discontinue your access to and use of the Site (or any part thereof), for any reason whatsoever, at any time, and without notice to you. You agree that Footprintku will have no liability or obligation to you for any such termination, modification, suspension, or discontinuance. Your sole remedy in the event you object to any provision of this Agreement or become dissatisfied with the Site or Site Materials, is to terminate this Agreement by ceasing to access and use the Site and Site Materials.

If we suspend your right to access any portion or all of the Site or Site Materials, you remain responsible for all fees and charges you have incurred through the date of suspension and for any applicable fees and charges for any Site or Site Materials to which you continue to have access. Footprintku will refund you the prorated amount of any prepaid fees if applicable.

If we terminate your right to access any portion or all of the Site or Site Materials, you remain responsible for all fees and charges through the date of termination.

LIMITATION OF LIABILITY AND EXCLUSIVE REMEDY

IN NO EVENT SHALL FOOTPRINTKU OR ITS SUPPLIERS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST SAVINGS, OR LOSS OF BUSINESS OPPORTUNITY) ARISING OUT OF OR RELATING TO: (II) THE SITE OR SITE MATERIALS, OR YOUR USE OF OR INABILITY TO USE THE SITE OR SITE MATERIALS, (II) ANY TRANSACTION OR COMMUNICATIONS CONDUCTED THROUGH OR FACILITATED BY THE SITE; (III) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SITE OR THE SITE MATERIALS, (IV) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, (V) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE OR THE SITE MATERIALS, OR (VI) ANY OTHER MATTER RELATING TO THE SITE OR SITE MATERIALS; EVEN IF FOOTPRINTKU OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, CONTRACT, TORT, WARRANTY OR OTHERWISE.

IN THE EVENT OF ANY PROBLEM WITH THE SITE, SITE MATERIALS, SERVICES, CONTENT, SOFTWARE, YOUR SUBMISSIONS OR ANY THIRD PARTY USER GENERATED CONTENT AVAILABLE ON OR THROUGH THE SITE, YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY IS TO CEASE USING THE SITE, SITE MATERIALS, SERVICES, CONTENT, SOFTWARE, YOUR SUBMISSIONS OR ANY THIRD PARTY USER GENERATED CONTENT AVAILABLE ON OR THROUGH THE SITE. UNDER NO CIRCUMSTANCES SHALL FOOTPRINTKU AND OUR AFFILIATES, SUBSIDIARIES, AGENTS, SUCCESSORS, ASSIGNS, THIRD PARTY PROVIDERS, LICENSORS, AND SUPPLIERS BE LIABLE IN ANY WAY FOR YOUR ACCESS AND USE OF THE SITE, SITE MATERIALS, SERVICES, CONTENT, SOFTWARE, YOUR SUBMISSIONS, OR THIRD PARTY USER GENERATED CONTENT AVAILABLE ON OR THROUGH THE SITE, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS, ANY INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS OF THIRD PARTIES, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF, OR RELATED TO, THE USE OF THE SITE, SITE MATERIALS, SERVICES, CONTENT, SOFTWARE, YOUR SUBMISSIONS OR ANY THIRD PARTY USER GENERATED CONTENT AVAILABLE ON OR THROUGH THE SITE

YOU ACKNOWLEDGE AND AGREE THAT THIS SECTION IS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND FOOTPRINTKU. YOU FURTHER ACKNOWLEDGE AND AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE UNDER, OR OTHERWISE IN CONNECTION WITH, THIS AGREEMENT MUST COMMENCE WITHIN SIXTY (60) DAYS OF YOU BECOMING AWARE (OR THE DATE ON WHICH YOU SHOULD REASONABLY HAVE BECOME AWARE) OF THE CAUSE OF ACTION. OTHERWISE, YOU AGREE THAT SUCH CAUSE OF ACTION SHALL BE DEEMED PERMANENTLY BARRED.

Certain jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the exclusions set out herein may not apply to you, but in any event shall Apply to the maximum extent allowed by law.

CONSEQUENCES OF TERMINATION; SURVIVAL

Upon termination of this Agreement: (a) the Site Use License will automatically terminate; and (b) you shall immediately cease all access to and use of the Site and Site Materials, except for your Submissions, which you retain ownership of. Termination of this Agreement shall not affect any right or liability accrued by either party as of the effective date of termination. Any provision in this Agreement that is stated to survive termination shall continue to survive.

FOOTPRINTKU INTELLECTUAL PROPERTY POLICY

Copyright: Footprintku respects the intellectual property of others and asks that users of our Site and Site Materials do the same. When using the Site or Site Materials and creating Submissions, it is your responsibility to ensure that you are using either original works or have obtained the applicable consent of any third party to use such works for that purpose, in order not to infringe on the Intellectual Property rights, including copyright, of others. Footprintku reserves the right to delete or disable your Submissions and any Content alleged to be infringing and to terminate repeat infringers. In connection with our Site and Site Materials, Footprintku has adopted and implemented a policy respecting Intellectual Property that provides for the removal of any infringing or unauthorized materials or Content and for the account termination, in appropriate circumstances determined in the sole discretion of Footprintku, of users of our online Site and Site Materials who are infringers of Intellectual Property rights or who submit unauthorized content.

Notice by Copyright Owners: Pursuant to Digital Millennium Copyright Act ("DMCA"), 17 U.S.C Section 512(c), if you are a copyright owner or an agent thereof and believe that any Content infringes upon your copyrights, you may submit a written notification (DMCA Notice) with the following information:

A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled;
Information reasonably sufficient to permit us to locate the material;
Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;
A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

The DMCA Notice shall be submitted to the following designated Copyright Agent:

Copyright Agent
500 Yosemite Drive
Milpitas, CA
95035
compliance@footprintku.com
1-800-945-1237

Notification from a copyright owner or from a person authorized to act on behalf of the copyright owner that fails to comply substantially with the provisions above shall not be considered as providing actual knowledge or an awareness of facts or circumstances from which infringing or otherwise unauthorized activity is apparent. Please note that the DMCA Notice must go to the Copyright Agent; any other feedback, inquiries, requests for technical support, and other communications should be directed to customer support at info@footprintku.com.

Upon receipt of the DMCA Notice, Footprintku will remove or disable access to the material that is alleged to be infringing, forward the written notification to the alleged infringer, and shall take reasonable steps to promptly notify the Subscriber that it has removed or disabled access to the material.

Counter-Notice: If you believe that your Submission that was removed or to which access was disabled is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the applicable Law, to post and use the copyrighted material, you may send a counter-notice containing the following information to the Copyright Agent:

Your physical or electronic signature;
Identification of the copyrighted material that has been removed or to which access has been disabled and the location at which the Content appeared before it was removed or disabled;
A statement that you have a good faith belief that the copyrighted material was removed or disabled as a result of mistake or a misidentification of the copyrighted material; and
Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in San Jose, California, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Copyright Agent, Footprintku will send a copy of the counter-notice to the original complaining party explaining that Footprintku will replace the removed material or cease disabling access to it in ten (10) business days. Unless the copyright owner files an action seeking a court order to restrain the infringing party from engaging in infringing activity related to the material, Footprintku will replace the removed material or cease disabling access to the material in ten (10) to fourteen (14) business days after receipt of the counter-notice.

FEES

Some of the Site, Site Materials, services, and support we provide you are in exchange for the fees set out on the applicable invoice ("Fees") and you are liable to pay for such Fees. You agree there may be fees to use parts of the Site, Site Materials, services, or support. If fees apply, you agree (ii) to only use the Site, Site Materials, services, or support as set out on your invoice and for which you have paid Fees, (iii) to prepay the Fees and applicable taxes on an annual basis if you are on an annual subscription payment plan, (iv) to prepay the Fees and applicable taxes for pay-per-download, (v) that Footprintku, or our third party providers, who store your payment card information are authorized to charge your payment card the Fees, (vi) that if the payment card you provide expires and you do not provide new payment card information or cancel your account, you authorize us to continue billing you and you agree to remain responsible for any uncollected Fees, and (vii) the cost of the Site, Site Materials, services, and support may change from time to time.

OWNERSHIP

You hereby acknowledge that the Site and Site Materials are or may be protected by applicable laws and regulations governing Intellectual Property. Any rights not expressly granted herein are hereby reserved by Footprintku and its licensors and suppliers. Except for your Submissions, Footprintku and/or its Licensors and suppliers are the sole and exclusive owners of all Intellectual Property rights in and to the Site and Site Materials. Marks displayed on the Site are the Intellectual Property rights of Footprintku.

DISCLAIMER OF WARRANTIES

THE SITE AND SITE MATERIALS (WHICH, FOR THE AVOIDANCE OF DOUBT, MAY INCLUDE SUBMISSIONS AND THIRD PARTY MATERIALS), AS WELL AS ANY OTHER ITEMS PROVIDED OR MADE AVAILABLE BY FOOTPRINTKU, ARE PROVIDED AND MADE AVAILABLE TO YOU ON AN "AS IS", "AS AVAILABLE", AT YOUR OWN RISK, BASIS AND WITH ALL FAULTS, WITHOUT ANY REPRESENTATION, WARRANTY, GUARANTEE OR CONDITION OF ANY KIND WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY OF SERVICE, NON-INFRINGEMENT, REGARDING LATENT DEFECTS, OR THAT OTHERWISE ARISE FROM A COURSE OF PERFORMANCE OR DEALING, OR USAGE OF TRADE, ALL OF WHICH ARE HEREBY DISCLAIMED BY FOOTPRINTKU AND ITS SUPPLIERS. Footprintku will have no responsibility for any harm to your computer system, loss or corruption of data, or other harm that results from your access to or use of the Site or Site Materials.

YOU ARE SOLELY RESPONSIBLE FOR THE ACCURACY AND APPROPRIATENESS OF YOUR SUBMISSIONS AND ALL ACCOMPANYING DATA. WE WILL NOT BE HELD RESPONSIBLE FOR INACCURATE INFORMATION AND ANY POTENTIAL DAMAGES CAUSED BY SUCH INACCURACIES. YOU UNDERSTAND THAT WE MAY NOT MAINTAIN COPIES OF YOUR SUBMISSIONS AND THAT YOU ARE SOLELY RESPONSIBLE FOR BACKING UP YOUR SUBMISSIONS.

FOOTPRINTKU, OUR AFFILIATES, SUBSIDIARIES, AGENTS, SUCCESSORS, ASSIGNS, THIRD PARTY PROVIDERS, LICENSORS, AND SUPPLIERS MAKE NO REPRESENTATION, WARRANTY, GUARANTEE OR CONDITION:

REGARDING THE CONTENT, EFFECTIVENESS, USEFULNESS, RELIABILITY, AVAILABILITY, TIMELINESS, ACCURACY, OR COMPLETENESS OF THE SITE AND SITE MATERIALS.
THAT THE SITE AND SITE MATERIALS ARE APPROPRIATE OR AVAILABLE FOR USE IN ALL GEOGRAPHIC LOCATIONS.
THAT YOUR USE OF THE SITE AND SITE MATERIALS WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR WILL BE INTERRUPTED, SECURE OR ERROR-FREE.

THIS AGREEMENT TERMS APPLY SOLELY TO THE SITE. WE ARE NOT RESPONSIBLE FOR THIRD PARTY WEBSITES. YOUR ACCESS OR USE OF ANY THIRD PARTY SITE IS GOVERNED BY ANY APPLICABLE TERMS AND CONDITIONS FOR THE THIRD PARTY SITE.

Some jurisdictions may not allow the disclaimer of certain implied warranties or conditions, so the above limitation or exclusion may not apply to you, but in any event shall apply to the maximum extent allowed by law.

INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Footprintku, Footprintku Content Affiliates, Footprintku’s subsidiaries, agents, successors, assigns, third party providers, and/or any of the foregoing entities' respective directors, officers, employees, agents, representatives, customers, suppliers, or licensors ("Indemnitees") from and against any third party demand, claim, suit, action, and/or proceeding against the Indemnitees all claims, losses, expenses, damages and costs (including, but not limited to, direct, incidental, special, consequential, punitive, exemplary and indirect damages), and reasonable attorneys' fees, resulting from or arising out of your use, misuse, or inability to use the Site or Site Materials, breach of any provision of this Terms of Use, and/or violation of any applicable law or regulations.

GOVERNING LAW AND JURISDICTION

This Agreement is made and shall be construed under (and governed by) the laws of the State of California, USA without regard to any conflicts of laws rules or principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. Any claim, dispute or controversy under, or otherwise in connection with, this Agreement shall be subject to the exclusive jurisdiction and venue of the courts located in San Jose, California.

Any controversy or claim arising out of or relating to these Terms of Use or your use of the Site or Site Materials ("Dispute") shall be settled by arbitration under the rules provided by the American Arbitration Association (AAA), and you hereby waive any right you may otherwise have to a jury trial. A single arbitrator shall preside over any arbitration, and such arbitrator shall, in his or her sole discretion, determine the arbitrability of any alleged Dispute. Any arbitration shall be conducted in San Jose, California. To the fullest extent permitted by applicable law, no arbitration under these Terms of Use will be joined to an arbitration involving any other party subject to these Terms of Use, whether through class arbitration proceedings or otherwise. Judgment on an award rendered by an arbitrator may be entered in any state or federal court within or without the State of California. Notwithstanding anything in this Agreement to the contrary, Footprintku may seek injunctive relief, specific performance, and/or other equitable relief in any court worldwide that has competent jurisdiction.

GENERAL PROVISIONS

Severability: Should any provision of this Agreement be held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, then: (a) the remaining provisions of this Agreement shall, to the maximum extent permitted, remain in full force and effect; and (b) any such affected provision shall be ineffective solely as to such jurisdiction (and only to the extent and for the duration of such invalidity, illegality, or unenforceability), and shall be substituted with a valid, legal, and enforceable provision that most closely approximates the original legal intent and economic impact of such provision.

Assignment: Footprintku or its successors in interest may assign this Agreement (or any of its rights and obligations hereunder) without your consent and without notice. This Agreement is personal to you, and you may not assign this Agreement (or any of its obligations or rights hereunder) without Footprintku’s prior express written consent.

Entire Agreement: The parties agree that this Agreement constitutes the entire and exclusive agreement between them with respect to the subject matter related hereto, and supersedes and replaces any and all prior or contemporaneous oral or written understandings and statements by the parties with respect to such subject matter.

Failure to Enforce a Provision not a Waiver: Footprintku’s failure to enforce a provision is not a waiver of its right to do so later.

Relationship: No communication relating to the subject matter hereof, and nothing in this Agreement, shall be deemed to create any employment, fiduciary, joint venture, agency, or other relationship between the parties.

Waiver: Any alleged or actual failure or delay on the part of any party hereto in exercising any right or remedy under this Agreement shall not operate as a waiver thereof. No single or partial exercise of any such right or remedy shall preclude any other or further exercise thereof or the exercise of any other right or remedy. Any waiver of any right or remedy granted hereunder must be in writing and shall be valid only in the specific instance in which given.

Notices: Footprintku may send you notices by email, by regular mail, and/or via postings on the Site, which you agree shall be effective when so made. Except as stated otherwise in this Agreement or required by Law applicable to you, you agree to send all notices to Footprintku, to info@footprintku.com.

No Third Party Beneficiaries: Unless and to the extent expressly provided in this Agreement, there shall be no third party beneficiaries to this Agreement. You further acknowledge and agree that some of Footprintku’s suppliers and/or licensors may, in their agreements with Footprintku, be entitled to enforce certain rights and usage restrictions against users of the Site and Site Materials, and, to that extent, such suppliers and licensors shall have the right to enforce such rights and restrictions directly against you.

Legal Compliance: You agree to use the Site and the Site Materials only in compliance with all applicable laws and regulations, including without limitation, copyright laws and export, import, and use laws and regulations of other countries.

Force Majeure: Footprintku shall not be responsible for any failure to perform any obligation or provide any service hereunder because of any (a) act of God, (b) war, riot or civil commotion, (c) governmental acts or directives, strikes, work stoppage, or equipment or facilities shortages, and/or (d) other similar cause beyond Footprintku's reasonable control.