KALYPSYS MANDATORY TERMS OF USE

Kalypsys, Inc. (hereinafter, “Kalypsys”) provides this website, www.kalypsys.com, and any affiliated websites, together with the website-related content and services (the “Website”) subject to your agreement and compliance with the mandatory terms of use set forth in this Mandatory Terms of Use Agreement (the “Agreement”). This Agreement, and the terms and conditions listed in the incorporated Privacy Policy (the “Privacy Policy”), as well as any other agreements or policies mentioned herein, govern the relationship between Kalypsys and you, as well as your access to and use of the Website.

By accessing or using the Website, you acknowledge that you have read and understood the terms and conditions of this Agreement, the Privacy Policy, and any other agreements or policies mentioned herein, and that you accept and agree to be bound by all terms and conditions of this Agreement, the Privacy Policy, and any agreements or policies mentioned herein without limitation or qualification. This will create a legally binding contract. If you object to any term herein and would still like to use the Website, you must contact Kalypsys to discuss your issue. Only variations signed off by an executive officer shall be considered effective. No one else at Kalypsys may modify these terms. This Website is for the use of persons eighteen (18) years of age and older. By accessing and/or using this site, you represent and warrant that you are over the age of 18, and capable of entering into this Agreement.

As used in this Agreement, the words “you” and “your” refer to any person accessing the Kalypsys Website. The words “we,” “us,” and “our” refer to Kalypsys.

The words “Healthcare Provider” include, physician, dentists, psychologists, social workers, physical therapists, and others who have a “Provider Account” with Kalypsys. Healthcare Providers have descriptions of their services aggregated on the Website and provide patient care. Kalypsys provides no healthcare or health advice.

“Disclaimer” shall include the following phrase: “The content on this Website is not intended to be, or is, a substitute for professional medical advice, diagnosis, or treatment. You should always seek the advice of Your physician or other qualified healthcare provider with any questions you may have regarding a medical condition.”

“Healthcare Provider Agreement” shall mean the contract entered into between the Healthcare Provider and Kalypsys for the Healthcare Provider’s presence and involvement on the Website.

“Provider Account” shall mean the record for each Healthcare Provider who has entered into a Healthcare Provider Agreement.

“User” shall mean the individual who uses the Kalypsys site for its intended purpose. This differs from a “Visitor” to the website who merely encounters the Kalypsys service/Website but takes no action. Visitors are bound to the same terms as that of the User.

“User Account” shall mean the account created by or for the User of the Kalypsys service. Such User Account is dependent on the User agreeing to the terms of this Agreement, the Privacy Policy and abiding by the laws applicable to the use of this Website.

Kalypsys may, at any time and in our sole discretion, revise or update this Agreement, the Privacy Policy or any other agreements or policies referenced herein, by posting an amended Agreement, Privacy Policy or other agreements or policies on the Website. Please check this page periodically for changes to the Agreement, as well as other agreements and policies. Your use of the Website on or after the effective date of any such Agreement constitutes your acceptance of the last updated agreement or policy.

Kalypsys reserves the right, at any time, to modify, suspend or discontinue, temporarily or permanently, the Website (or any part thereof) without notice to you. You agree that Kalypsys shall not be liable to you or to any third party for any unavailability, modification, suspension or discontinuance of the Website, or of any Materials (as defined below).

If you have any questions about this Agreement, or otherwise desire to contact Kalypsys, please direct your communication to:
Kalypsys, Inc.
c/o Wilson Elser
Attn: Neil Prupis
200 Campus Drive
Florham Park, NJ 07932

As long as you are in compliance with the terms of this Agreement and all associated documents incorporated herein, Kalypsys hereby grants you a limited, revocable, non-assignable, non-sublicensable, non-exclusive license to access and use the Website via an ordinary Internet browser, and to view the Website and all content and Materials thereon that are intended to be displayed publicly. Any violation of the terms or conditions of this Agreement is grounds for immediate termination of this limited license, which Kalypsys, in our sole discretion and without prior notice or liability, may terminate at any time. No other rights are granted, implied or otherwise. You agree that this license is extended only to the extent that your activity is legal and does not violate any international, federal, state or local law or regulation.

The following additional terms are hereby incorporated into this Agreement by reference, and your assent to this Agreement binds you to all of the additional terms in the following documents:

1. Copyright Policy;
2. Complaint Policy, including trademark complaints; and
3. Privacy Policy.

The terms of this Agreement shall be incorporated into the Healthcare Provider Agreement. However, if there are any conflicting terms, the Healthcare Provider Agreement shall control.

Kalypsys is an aggregator of Healthcare Provider information. You may establish a “User Account” to use the features on Kalypsys to learn about the various Healthcare Providers who have a Provider Account with Kalypsys. You may use your User Account to schedule appointments to see and visit Healthcare Providers who have Provider Accounts with Kalypsys.

Upon receiving a request from a user with a User Account, Kalypsys provides options of Healthcare Providers who have Provider Accounts who may be an available Healthcare Provider for the user. Kalypsys makes no endorsement or recommendation of any particular healthcare provider and is not responsible for the care or advice rendered by such Healthcare Provider. Kalypsys is only an aggregator of information and the choice of healthcare provider is made solely by the User. Kalypsys cannot and does not guarantee the availability of appointments for any Healthcare Provider whose information is displayed on the Website. Kalypsys cannot and does not guarantee any level of patient care that is provided by any Healthcare Provider whose information is displayed on the Website.

While Kalypsys attempts to be as accurate as possible with respect to the Website, the Website may contain typographical errors or inaccuracies, including but not limited to errors or inaccuracies related to price, product or service information, product or service description or availability, insurance information, and may not be complete or current. Information may be provided by a Healthcare Provider who represents that the information is accurate, and Kalypsys is not responsible for independently ensuring the accuracy of this information. Kalypsys does not warrant that the Website or any Materials are accurate, complete, reliable, current, or error-free. Kalypsys reserves the right to correct any errors, inaccuracies or omissions and to change or update information at any time without prior notice.

Any price quotation, service information or any other such information regarding the provision of and fees for any goods or service offered by Kalypsys or others are provided purely for informational and illustrative purposes. Kalypsys does not guarantee, and makes no warranty, promise, or agreement that any depicted or described goods or services are actually offered or comports with its description on the Website. Kalypsys reserves the right to cease offering any such services or benefits to any prospective or actual User at any time, in all cases without notice or liability.

Kalypsys requires its Healthcare Providers who have established accounts with Kalypsys to ensure that the information displayed about them on the Website is represented to be true when posted and is updated at least once per calendar year.

Kalypsys is an aggregator of physician and Healthcare Provider information. It is not a source for healthcare advice, diagnosis or treatment. Nothing provided in the Website is or should be understood as or relied upon for medical opinion, advice, diagnostics or treatment. Use or perusal of the Website does not create a Doctor-Patient relationship. Nothing in the Website or use of the Website constitutes or shall be deemed the practice of medicine.

Kalypsys does not and cannot make any representations or warranties regarding the quality of care that will be provided by any Healthcare Provider when an appointment to see that Healthcare Provider is scheduled on the Website. Kalypsys encourages users to independently verify the credentials of Healthcare Providers whose services are aggregated and listed on the Website.

In case of medical emergency, contact your Healthcare Provider directly and/or dial 911; do not attempt to contact a Healthcare Provider through Kalypsys.

Kalypsys does not and cannot make any guarantees regarding the availability of appointments to see and visit any Healthcare Provider. While Kalypsys makes efforts to ensure that the information displayed on the Website is up-to-date and accurate, Kalypsys does not and cannot make any guarantees regarding any Healthcare Provider’s acceptance of any particular insurance, regardless of what is listed on the Website.

When you create a User Account, you are solely responsible for maintaining the confidentiality and security of your login information and remain at all times solely responsible for all usage or activity on the Website occurring in connection with your Login Information. You agree and acknowledge that Kalypsys shall have no responsibility or liability to you or any third party for any claims, harm, or losses arising in connection with or resulting from the use of your Login Information. If you believe that your Login Information has been lost, stolen, or otherwise compromised, or that an unauthorized person has or may attempt to access the Website, you should immediately contact Kalypsys via e-mail to hello@kaly.com with the phrase “Account Breach Notice” in the subject line, and Kalypsys will engage in reasonable efforts with reasonable speed, to disable, lock or otherwise address your situation.

When you create a User Account you may be prompted to provide some information to the Website, including, but not limited to, your name and contact information, insurance information, medical history, current medical needs and social security number. Any given Healthcare Provider may require this or even more information to schedule and confirm an appointment. Your privacy and online safety is our priority and therefore we take reasonable efforts to safeguard your information in accordance with our Privacy Policy.

When you create a User Account, you agree that Kalypsys may assign to you a User Score. This score may be updated periodically to reflect certain of your behaviors with respect to appointments that you schedule on the Website. For example, your score may go down if you do not show up for scheduled appointments, or if you show up late for your appointments. You agree and understand that Healthcare Providers may accept or reject a request to schedule an appointment with them based on your User Score. Kalypsys is not responsible for you User Score. The User Score is based solely on objective factors and/or the input from Healthcare Providers. If you believe that you have wrongly been assigned a User Score, please contact us, providing your name, your User Account information, your email address, and the substance of your claim. Such information should be provided to: info@kaly.com Kalypsys will endeavor to reasonably look into your claim, but can make no promises with respect to a change in the User Score. Please note that if you do contact us to look into the situation, your User Score may not change for the better and could decrease. You agree that Kalypsys shall not be responsible for such User Score or any actions taken related thereto.

Your use of the Website is free of charge. However, you may and likely will incur fees when you visit Healthcare Providers and obtain healthcare from a Healthcare Provider listed on the Website. You are solely responsible for all medical fees, consultation fees, treatment fees, and other fees imposed by a Healthcare Provider.

Kalypsys and the Website are not liable for loss or injury sustain by you in connection with your use of the Website or in connection with any healthcare you obtain that was scheduled through the use of the Website.

The content, functions, features, services, information and materials on the Website, including but not limited to text, data, audio, video, images, photographs, graphics, documents, summaries, descriptions, forums, message boards, user profiles, professional summaries, articles, publications, news, surveys, seminars, information regarding Healthcare Providers or Users, tutorials, icons and any other information or material appearing on or otherwise accessible through the Website (the “Materials”), together with the selection and arrangement of such Materials, are the property of Kalypsys, our affiliates, or our content suppliers, and are protected by copyright, trademark, patent and/or other intellectual property laws of the United States and other jurisdictions.

The Materials, the Website and its downloadable contents are protected by the copyright laws of the United States and other jurisdictions. You recognize that while some of the Materials available on the Website may be compiled from publicly available sources, the compilation of such materials represents protectable effort and expression exerted by Kalypsys, and you agree not to contest same.

The trademarks, service marks, logos and any designs used or displayed on the Website specific to Kalypsys are registered and unregistered trademarks and/or service marks owned by Kalypsys. Other copyrighted works, trademarks, service marks, trade names and company logos utilized on the Website not owned by Kalypsys are the property of their respective owners. All rights reserved. The appearance of any such third party trademarks does not in any way imply any connection, license, affiliation, approval, sponsorship or other such relationship of any kind between Kalypsys and such third party.

The removal of any trademark, copyright, or other rights notice which appears on the Website is strictly prohibited. Further, except as expressly permitted herein, any use, reproduction, duplication, publication, display, copying, sale, modification, exploitation, or other use of the Materials, copyrighted works, trademarks or service marks, or other portion of the Website, in whole or in part, is strictly prohibited without the prior express written consent of Kalypsys.

The Website may include information and materials generated by third parties not affiliated with Kalypsys. The Website may contain bulletin board services, comment sections, chat areas, news groups, forums, communities, personal web pages, calendars, message or communication facilities, and/or other features or functions in connection with which you may submit, upload, transmit, publish, share, post, distribute or otherwise make available certain information, content and materials to Kalypsys, the Website, other users and/or the public at large (collectively, “Communication Services”). Any information, content or other material you submit, upload, transmit, publish, share, post, distribute or otherwise make available on the Website, whether in connection with the Communication Services or otherwise, including without limitation any text, audio, video, images, graphics, documents, artwork, designs, ideas, concepts, techniques, communications and any other content shall be regarded as a “Submission” (collectively the “Submissions).

You are under no obligation to submit, upload, transmit, publish, share, post, distribute or otherwise make any information, content or other materials available on the Website, whether in connection with the Communication Services or otherwise. However, by submitting, uploading, transmitting, publishing, sharing, posting, distributing or otherwise making available any Submission or other content on the Website, whether in connection with the Communication Services or otherwise, you hereby grant Kalypsys a worldwide, fully paid up, royalty-free, nonexclusive, unrestricted, unlimited, assignable, sub-licensable, perpetual, irrevocable license to Kalypsys to use, copy, license, sublicense, retain, distribute, reproduce, modify, edit, adapt, improve, create derivative works from, publish, remove, delete, translate, publicly perform, publicly display, commercialize, or otherwise exploit such Submission or the content, in whole or in part, in any media, way or manner now known or in the future discovered or developed, and to incorporate such Submission or content into other works in any format or medium now known or later developed, for any purpose whatsoever, commercial or otherwise, without providing compensation or attribution to you or any person or entity, without further consent, and without any notice or liability to you or to any third party whatsoever. NOTHING HEREIN SHALL IN ANYWAY AFFECT YOUR PRIVACY RIGHTS EXPRESSLY SET FORTH IN THE PRIVACY POLICY. You do, however, agree to allow Kalypsys to use your name, likeness, image or other right of publicity (both during your lifetime and post-mortem) in connection with any Submission. You further expressly permit, license, and assent to Kalypsys’ right to register, deposit, or otherwise record any modification or derivative work created by Kalypsys from the Submission or content with any foreign or domestic body, including but not limited to the United States Copyright Office or the United States Patent and Trademark Office. You further hereby expressly and irrevocably waive all moral rights, proprietary rights, rights of privacy and publicity, and rights of attribution in connection with the Submission or content, in favor of Kalypsys and any of its successors or assigns.

You agree not to submit, upload, transmit, publish, share, post, distribute, or otherwise make available through the Website or any service thereon, any Submission or other content that, in whole or in part: (a) contains a virus, corrupt file, malware, or any other similar software of programs which may damage the operation of another’s computer; is unlawful or encouraging of another to commit unlawful activity; (b) is violative of the rights of any party, infringes upon the patent, trademark, trade secret, copyright, or other intellectual or proprietary property right of any party; (c) is defamatory, libelous, obscene, pornographic, indecent, lewd, inappropriate, invasive of privacy or publicity rights, abusive, harasses, threatens, or is otherwise objectionable; (d) constitutes advertisements or offers to sell or buy goods or services of any kind, unless authorized by Kalypsys; (e) contains a survey, contest, pyramid scheme or chain letter; (f) may restrict or inhibit any other user from using the Communication Services; or (g) violates any rules of conduct which may be applicable to a particular Communication Service.

By submitting, uploading, transmitting, publishing, sharing, posting, distributing or otherwise making available any Submission or other content to the Website, you hereby explicitly agree, represent and warrant that: (a) you are the owner or rights holder of the Submission or content (b) all such Submissions and content are true and accurate and do not contain confidential, trade secret, or proprietary information; (c) your provision of the Submission or content is not a violation of any law or contractual or legal right of any party (including any intellectual property rights); (d) your Submission or content automatically becomes the property of Kalypsys without any obligation, including payment and attribution, of Kalypsys to you; (e) Kalypsys is not under any obligation of confidentiality relating to the Submissions or content, either express or implied; (f) Kalypsys shall be entitled to use or disclose the Submission or content in any way, manner, purpose or otherwise, worldwide; (g) Kalypsys may have under consideration or development similar ideas to the Submission or content; (h) you are not entitled to any compensation or reimbursement of any kind from Kalypsys in exchange for the Submission or content; and (i) you are at least eighteen (18) years of age. If you are accessing the Website on behalf of a third party (whether an individual or an entity), you represent that you have the authority to bind that third-party as a principal to all of the terms of this Agreement and you agree to accept liability for harm caused by any wrongful use of the Website resulting from such access or use.

You must provide true and accurate information at all times in any content, Submission, or other information that you provide, upload or otherwise make available to the Website. You agree to review and promptly comply with all messages received from Kalypsys regarding the Website. 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. Kalypsys does not warrant that any information contained on or in said Communications Services is accurate, reliable or confidential. You agree that Kalypsys cannot be held responsible for any ramifications of your posting or use of any content or Submissions or any Materials from or to said Communications Services.

Further, Kalypsys may access and use the Website and any service and any information stored thereon, including the contents of any content or Submissions, for any lawful purpose. In accordance with our Privacy Policy, Kalypsys may disclose the contents of any content or Submissions, including the identity and other personal information of any user, submitter or poster of such materials, to any third party, including any law enforcement agency, to protect our rights or property, or for any other reason. Certain content, Submissions or material you may choose to make available on the Website may reveal your age, gender, nationality, sexual orientation or religion. You acknowledge that you are fully aware and responsible for all actions and impact of providing said materials. You agree that Kalypsys will not be held responsible for any such impact. By providing any sensitive personally identifiable information to Kalypsys, you explicitly grant Kalypsys the right to process, transfer and/or disclose all or part of such information, IN ACCORDANCE WITH THE PRIVACY POLICY. You hereby take and accept full responsibility for all ramifications of the public availability of any content or Submissions you make available on the Website, and agree that Kalypsys shall be held harmless from any result of such availability or use, in accordance with this Agreement.

You alone are responsible for your interactions with other users of the Website. Kalypsys may monitor disputes between you and other users, and may terminate your User Account at any time, in its sole discretion; however, Kalypsys is under no obligation to monitor such interactions or take any particular action. In the event that you believe that any user of the Website has violated this Agreement, please contact Kalypsys immediately, and Kalypsys may take action that it, in its sole discretion, deems appropriate under the circumstances.

Kalypsys does not control the content or Submission submitted to Kalypsys or otherwise made available to others on the Website, and has no obligation or duty to verify the accuracy of any such content or Submission, or the identity of any user that provides such materials or to supervise the uploading, use or availability of such materials on or to the Website. Kalypsys retains the right, but not the obligation, to monitor any activity and Submission or content submitted, posted, uploaded, or otherwise communicated to Kalypsys or the Website, or is made available on the Website. Kalypsys may block, edit, modify or remove any Submission or content it deems to be violative of this Agreement, or any other content or Submissions that Kalypsys deems, in Kalypsys’ sole discretion, to be objectionable or in any way not in furtherance of the goals or purposes of Kalypsys, the Website or the particular area of the Website to which such content or Submission may have been placed.

Should you seek to remove any Submission or content from the Website or other platform operated by Kalypsys, you should contact Kalypsys in writing with your removal request at hello@kaly.com with the phrase “Content Removal Request” in the subject line. Kalypsys in its sole discretion shall assess whether to remove any content or Submission that is the subject of such a removal request. Kalypsys does not guarantee it will remove any post.

Kalypsys is not responsible, and assumes no liability, for any content or Submission posted by you, or any damage caused by another user’s access to such content on the Website, whether before or after any removal of such content or Submission by Kalypsys. Kalypsys in no way endorses any content or Submission posted to or made available through the Website.

Your use of the Website and all services and content provided in connection with the Website is subject to the terms and conditions of this Agreement and all applicable laws, rules and regulations. Any use of the Website other than as expressly permitted herein terminates the limited license set forth in this Agreement without prejudice to any other remedy provided by applicable law.

You may print and/or download a copy of any part of the Website solely for your personal, non-commercial use, but you may not copy, distribute, make commercial use of or otherwise exploit any part of the Materials or the Website for any other purpose without the express written consent of Kalypsys, and you may not modify any part of the Website for any reason. Inclusion of any part of the Website in another work, whether in printed, electronic or other form, or inclusion of any part of the Website in another website by linking, framing, in-line linking, embedding or otherwise, is strictly prohibited without agreeing to Kalypsys’ Mandatory Terms of Use and obtaining Kalypsys’ prior express written authorization.

You agree not to use the Website for any unlawful or fraudulent purpose, including impersonating any person or entity, including, but not limited to, any Kalypsys employee, agent, or representative; or expressing or implying that Kalypsys endorses any statement you make. You may not use any information obtained from the Website to harass or intimidate others or to contact them without their permission.

You may not modify, adapt, translate, copy, reverse engineer decompile or disassemble any portion of the Website or Materials. Further, you may not interfere with or disrupt the operation of the Website, including restricting or inhibiting any other person from using the Website by means of hacking, or defacing any portion of the Website. Further, transmitting or making available in connection with the Website any denial of service attack, virus, worm, Trojan horse, root kit or other harmful code or activity is prohibited. Moreover, you may not interfere with or violate any other Website Visitor’s or User’s right to privacy or other rights, or harvest or collect personally identifiable information about Website Visitors or Users, or about Kalypsys employees or other individuals identified on the Website, without their express written consent.

You are also proscribed from selling, reselling, transferring, licensing, lending or exploiting for any commercial purposes any use of or access (including sharing of passwords and login information) to the Website or the Materials. You may not harvest information from the Website, including any scraping of the Website. You may not use the Website to solicit any other Website users, either through Website functionality or through outside functionality.

You may not access any portion of the Website that is not public or is not meant to be accessed by general Users, and you may not attempt to override any security measures in place on the Website.

To the extent that you may access or download any software that is made available through Kalypsys from the Website (“Software”), such Software is the copyrighted work of Kalypsys and/or its various third party licensors. Your use of the Software is governed by the terms of the end user license agreement, if any, which accompanies or is included with the Software. You may not install or use any software that is accompanied by or includes such an end user license agreement unless you first agree to the terms of such agreement. Any warranty applicable to the Software will be specified in the terms of the License Agreement and no additional warranties are provided herein. If you have any inquiries concerning these terms, please consult Kalypsys before accessing any programs.

In the event that you are obligated by law to take actions contrary to any term of this Agreement, you agree to notify Kalypsys at least 30 days before you are required to take such actions.

While Kalypsys makes reasonable efforts to ensure that the Website is available at all times, Kalypsys does not guarantee, represent or warrant that access to the Website will be uninterrupted or error-free, and Kalypsys does not guarantee that users will be able to access or use all or any of the Website features at all times.

Kalypsys may change, suspend or discontinue, temporarily or permanently, any (or all) aspects of the Website at any time without prior notice, including the availability of any Website feature or your particular user account, in its sole discretion. Kalypsys may also impose limits on the use of or access to certain features or portions of the Website, or restrict your access to any part or all of the Website, in all cases without notice or liability.

You are prohibited from attempting to or actually accessing those portions of the Website for which you have no permission.

Kalypsys is under no obligation to maintain the Website or any information, content, Submissions, Materials, or other matters that you submit, post or make available to the Website, or are otherwise available on the Website. Kalypsys reserves the right to withhold, remove and/or discard any such material on the Website or made available or placed by you thereon without notice at any time. You agree that even if Kalypsys has maintained such materials, you have no control or right to access them, and have no right to request that Kalypsys restore or produce such material.

You acknowledge and agree that Kalypsys may send you important notices or other information related to the Website, the relationship with Kalypsys or other information we believe may be of interest to you, by email or through other means, including mobile or other devices. You acknowledge and agree that Kalypsys has no liability related to or arising from any failure by you to maintain accurate or up to date contact information, or other profile information, or related to your failure to receive important or critical information regarding the Website.

The Website may contain links to other sites (“Third Party Websites”). These links are provided solely for the convenience of our users. Kalypsys does not endorse, sanction or verify the accuracy of the information contained on Third Party Websites or any products or services advertised on Third Party Websites, nor does it claim any affiliation with these third parties. If you decide to leave the Website and navigate to Third Party Websites, or install any applications, software or download content from any such websites, you do so at your own risk. Once you access a Third Party Website through a link on the Website, you are no longer covered by Kalypsys’ Privacy Policy or Mandatory Terms of Use of the Website, and you may be subject to the Terms and Conditions and Privacy Policy of such Third Party Website. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate to from the Website, or relating to any applications you use or install from such Third Party Websites. Concerns regarding a Third Party Website should be directed to the Third Party Website itself. Kalypsys bears no responsibility for any action associated with any Third Party Website.

Kalypsys may investigate any reported, alleged or suspected violation of this Agreement, and take any action that Kalypsys, in its sole discretion, deems appropriate. Such action may include issuing warnings, suspension of a User’s access to the Website or complete termination of such access, at any time. Kalypsys reserves the right to recover those amounts spent in connection with enforcement, from any violation of these terms.

Either you or Kalypsys may terminate this Agreement at any time, for cause or without cause. Without limiting the foregoing rights, Kalypsys has a policy of terminating Users who are repeat violators of the United States Copyright Act, as noted in the Copyright and Trademark Policy.

All grants of any rights from you to Kalypsys related to content, Submissions, or other materials, including but not limited to copyright or other intellectual property licenses shall survive any termination of this Agreement.

THE WEBSITE, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE THROUGH THE WEBSITE IS PROVIDED “AS IS.” KALYPSYS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, WHETHER EXPRESSED OR IMPLIED, FOR THE WEBSITE AND SERVICES PROVIDED IN CONNECTION WITH THE WEBSITE. IN NO EVENT SHALL KALYPSYS, ITS SUPPLIERS OR OTHER THIRD PARTIES MENTIONED ON THE WEBSITE BE LIABLE FOR ANY DAMAGES WHATSOEVER RESULTING FROM YOUR USE OR ANY OTHER INDIVIDUAL’S USE OF OR ACCESS TO THE WEBSITE OR ANY GOODS OR SERVICES CONTAINED HEREON. KALYPSYS DISCLAIMS ANY AND ALL LIABILITY FROM ANY MALFUNCTIONS, LIMITATIONS ON ACCESS OR INTERRUPTIONS IN AND TO THE WEBSITE.

KALYPSYS DOES NOT WARRANT THAT:

1. ACCESS TO THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE;
2. ANY INFORMATION TRANSMITTED BY KALYPSYS TO ANY INDIVIDUAL VIA THE WEBSITE IS ACCURATE OR EFFECTIVE;
3. YOUR USE OF THE WEBSITE WILL NOT VIOLATE THE RIGHTS OF OTHERS.

FURTHER, NEITHER KALYPSYS, NOR ANY OTHER PARTY INVOLVED IN THE CREATION, PRODUCTION OR HOSTING OF THE WEBSITE SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF YOUR USE AND/OR ACCESS TO THE WEBSITE OR ANY GOODS OR SERVICES CONTAINED HEREON. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE WEBSITE OR THE MATERIALS IS TO STOP USING THE WEBSITE OR THE MATERIALS.

KALYPSYS HAS NO OBLIGATION TO VERIFY THE IDENTITY OF ANY USER UTILIZING THE WEBSITE OR THE SERVICES AVAILABLE THEREON, NOR DOES KALYPSYS HAVE ANY OBLIGATION TO MONITOR THE USE OF THE WEBSITE BY OTHER USERS. KALYPSYS WILL NOT BE HELD LIABLE FOR IDENTITY THEFT OR ANY OTHER MISUSE OF YOUR IDENTITY OR INFORMATION.

WITHOUT LIMITING THE FOREGOING, AND TO THE FULLEST EXTENT PERMISSIBLE UNDER LAW, THE WEBSITE INCLUDING WITHOUT LIMITATION ALL CONTENT, SOFTWARE, FUNCTIONS, SERVICES, FEATURES, MATERIALS AND INFORMATION MADE AVAILABLE THROUGH THE WEBSITE IS PROVIDED TO YOU “AS IS” AND KALYPSYS SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT WITH RESPECT TO THE WEBSITE, ITS CONTENTS, AND ANY GOODS OR SERVICE PROVIDED VIA THE WEBSITE. IF YOU ARE DISSATISFIED OR HARMED BY KALYPSYS, THE WEBSITE OR ANYTHING RELATED TO KALYPSYS, YOU MAY LEAVE KALYPSYS AND USE OF THE WEBSITE AND TERMINATE THE AGREEMENT AND SUCH TERMINATION SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY.

Notwithstanding the foregoing, in the event that a court shall find that the above disclaimers are not enforceable, the Parties agree that neither Kalypsys nor any of its subsidiaries, affiliated companies, employees, shareholders, or directors shall be liable or responsible for any direct, indirect, incidental, punitive, special, exemplary, consequential or other damages or loss of use, lost revenue, lost profits or data to you or any third party arising out of or in any way related to your use of the Website or any services, Submissions, Materials or other content or materials on, accessed through or downloaded from the Website, even if Kalypsys is aware or has been advised of the possibility of such damages. Your sole and exclusive remedy for your dissatisfaction with the Website or the Materials is to terminate your usage of the Website. This limitation shall apply regardless of the basis of your claim or whether or not the limited remedies provided herein fail of their essential purpose. This limitation shall not apply to any damage that Kalypsys causes you intentionally and knowingly in violation of this Agreement or applicable law that cannot be disclaimed in this Agreement.

You agree to defend, indemnify and hold harmless Kalypsys, its affiliates and its suppliers, and each of their respective partners, employees, representatives and agents, from and against all claims, losses, costs, damages, liabilities and expenses (including, but not limited to, reasonable attorneys’ fees) arising out of: (a) Your activities in connection with the Website, including without limitation your use of the Communication Services and/or your provision of any Submission or other material in connection with the Website; (b) Any violation of this Agreement by you; (c) Any improper or unauthorized use of the Website, Communication Services, and/or Materials by you; (d) Any conduct, activity or action which is unlawful or illegal under any state, federal or common law, or violative of the rights of any individual or entity, engaged in, caused by, or facilitated in any way through the Website or the use of software or information which appears on the Website; and (e) Any allegation that anything you transmit or attempt to transmit, including but not limited to any content or Submission you submit, post, or otherwise make available, through or in connection with the Website, infringes or otherwise violates the intellectual property, privacy or other rights of any third party.

We use your information only as described in the Privacy Policy, which is expressly incorporated as terms of this Agreement. If you object to anything in the Privacy Policy, please do not use our services, or contact us directly to determine whether a special exemption or modification may be warranted. Exemptions, if any, can only be granted by an executive officer of Kalypsys, and will be done in writing. Any verbal exemption or an exemption by an individual who is not an executive officer of Kalypsys shall be void and ineffective.

Unless otherwise specified, the Website and its contents are provided solely for providing information. The Website is controlled and operated by Kalypsys from New Jersey, in the United States of America.

You agree that any dispute arising under the Agreement or your use of the Website in any way shall be resolved exclusively by New Jersey state or federal courts, applying New Jersey law, regardless of any principles of conflicts of law. By your use, you waive any jurisdictional, venue or inconvenient forum objections to such courts for purposes of resolving these disputes.

Although the Website may be available worldwide, you understand and agree that the law of your home jurisdiction may provide protections not provided in the United States, and that by visiting the Website, you unequivocally and unambiguously agree to waive your right to suit in your home jurisdiction and to submit and adjudicate any disputes which arise out of such use pursuant to the terms and conditions stated in this Choice of Law and Jurisdiction clause, and United States law will apply.

At Kalypsys’ sole discretion, it may require you to submit any disputes arising from the use of the Mandatory Terms or use of the website, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying New Jersey law. Arbitration shall be held in New Jersey.

Your use of the Website, including any services thereon, is subject to export and re-export control laws and regulations, including the Export Administration Regulations (“EAR”) maintained by the United States Department of Commerce and any programs maintained by the Treasury Department’s Office of Foreign Assets Control. You acknowledge that you may not export, re-export, sell, divert, transfer or otherwise dispose of any software or service to any end-user without obtaining required authorizations. You also warrant that you are not prohibited from receiving US origin products, including but not limited to those that may appear on the Website.

SEVERABILITY
If any provision of this Agreement is found for any reason to be unlawful, void or unenforceable, then that provision will be given its maximum enforceable effect, or shall be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision.

ENTIRE AGREEMENT AND AMENDMENTS
This Agreement, and its incorporated agreements, constitutes the entire agreement between you and Kalypsys regarding your use and interaction with the Website. This Agreement supersedes any and all prior agreements related to this topic, whether written or oral. Any amendments to this Agreement by you must be in writing, and Kalypsys shall not be bound to any action of activity that it does not so bind itself to do in writing. Kalypsys may modify this Agreement at any time by posting modified terms to the Website, and all such terms will be binding prospectively, but not retroactively, upon posting. We will post the Effective Date so that you can see the date that the terms were last updated.

NOTICES
All notices to you under this Agreement may be provided via e-mail or any other communications means you provide to the Website. All notices from you to Kalypsys must be sent to the following address by mail with a return receipt requested or email. Any notices that are not sent to this address will be given no legal effect.

Kalypsys, Inc.
c/o Wilson Elser
Attn: Neil Prupis
200 Campus Drive
Florham Park, NJ 07932

Or

hello@kaly.com

WAIVER
Any failure by Kalypsys to enforce any term of this Agreement against you or any other user shall not be considered a waiver of Kalypsys’ right to enforce this Agreement as to any future violations committed by you or any other User.

ASSIGNMENT
This Agreement is personal to you, and you have no right to assign this Agreement to any party. Kalypsys may assign all of part of this Agreement to any party, at any time. Kalypsys may substitute itself, by way of unilateral novation, effective upon notice to you or upon posting to the Website, for any third party that assumes Kalypsys’ rights and obligations under this Agreement.

Kalypsys respects the intellectual property rights of others. If you believe in good faith that any content, Submission, or other material posted or otherwise available on the Website infringes the copyright in your work, please contact our copyright agent in writing, designated under the Digital Millennium Copyright Act (“DMCA”) (17 U.S.C. §512(c)(3)), with correspondence containing the following:

1. A physical or electronic signature of the owner, or a person authorized to act on behalf of the owner, of the copyrighted work that is allegedly infringed;
2. Identification of the copyrighted work claimed to have been infringed;
3. Identification of the material that is claimed to be infringing together with information reasonably sufficient to allow us to identify its location on the Website;
4. Information reasonably sufficient to permit Kalypsys to contact you;
5. 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
6. 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.

You acknowledge that if you fail to comply with all of the requirements of this Section, your DMCA notice may not be valid. For any questions regarding this procedure, or to submit a complaint, please contact Kalypsys’ designated DMCA Copyright Agent:

hello@kaly.com

We will review and address all notices that comply with the requirements above. If we remove or disable access in response to such a notice, we may notify the owner or administrator of the affected site or content so that he or she can make a counter notification.

If you believe in good faith that any content, Submission, or other material posted on the Website infringes any of your rights other than in copyright (which are subject to the Copyright Policy), or is otherwise unlawful, you must send a notice to hello@kaly.com containing the following information:

1. Your name, physical address, e-mail address and phone number;
2. A description of the content, Submission, or other material posted on the Website that you believe violates your rights or is otherwise unlawful, and which parts of said materials you believe should be remedied or removed;
3. Identification of the location of the material on the Website. Including the URL (the location as provided in your browser bar);
4. If you believe that the material violates your rights, a statement as to the basis of the rights that you claim are violated;
5. If you believe that the material is unlawful or violates the rights of others, a statement as to the basis of this belief;
6. A statement under penalty of perjury that you have a good faith belief that use of the material in the manner complained of is not authorized and that the information you are providing is accurate to the best of your knowledge and in good faith; and,
7. Your physical or electronic signature.

If we receive a message that complies with all of these requirements, we will evaluate the submission, and if appropriate, in Kalypsys’ sole discretion, Kalypsys will take action. We may disclose your submission to the poster of the claimed violative material, or any other party. However, Kalypsys does not guarantee that it will comply with all requests not required by law, and reserves the right, in its sole discretion, to determine the course of conduct, if any, it chooses to take.