INTRODUCTION

This Terms of Use (the “Terms of Use”) is entered into between Centrois, LLC with Assumed Name “KORTX” (“we” or “us”, or “our”) and you, or if you represent an entity or other organization, that entity or organization, (in either case, “you”). This Terms of Use governs your access to and use of the website located at: kampus.kortx.io or other websites operated by KORTX, our affiliates, or agents (collectively, the “Site”), the KORTX Kampus portal and any applications, technology, functionalities, or features made available therein (“KORTX Kampus”), and other services and resources made available from KORTX (together with the Site, the “Services”).

Please read this Terms of Use carefully. By agreeing to this Terms of Use, completing the registration process, browsing the Site, signing in to the KORTX Kampus portal, or accessing the Services in any way, you represent that (1) you have read, understand, and agree to be bound by the Terms of Use, (2) you are of legal age to form a binding contract with KORTX, and (3) you have the authority to enter into the Terms of Use personally or on behalf of the legal entity you have named as the user when you registered on the Services, and to bind that legal entity to the Terms of Use. If you do not agree to be bound by the Terms of Use, you may not access or use the Services.

Please note that these Terms of Use are subject to change by KORTX in its sole discretion at any time. KORTX will inform you of the presence of any changes to this Terms of Use by posting those changes on the Services, by changing the “Last updated” date at the top of the Terms of Use, and/or by providing you with notice through the Services or other means (including by sending you notice to any email address provided to KORTX). Unless otherwise stated, any modifications will be effective immediately upon posting of the Services or delivery of such notice. You may terminate this Terms of Use as set forth below if you object to any such modifications. However, you will be deemed to have agreed to any and all modifications through your continued use of the KORTX Properties (as defined below) following such notice period. Please regularly check the Services to view the then-current terms.

1. USE OF THE SERVICES AND KORTX PROPERTIES

1.1. License

The Services and the information, data, images, and other content (“Content”) available in connection therewith (each, a “KORTX Property” and collectively, the “KORTX Properties”) are protected by intellectual property, copyright, and other laws throughout the world. Subject to the Terms of Use, KORTX grants you a limited, non-exclusive, revocable, non-sublicensable license to access, use, and reproduce portions of KORTX Properties for the sole purpose of using the Services for your internal, lawful business purposes. Unless otherwise specified by KORTX in a separate, written license or agreement, your right to use any and all KORTX Properties is subject to the Terms of Use.

1.2. Certain Restrictions

The rights granted to you in the Terms of Use are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit KORTX Properties or any portion of KORTX Properties; (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other KORTX Properties (including images, text, page layout or form) of KORTX; (c) you shall not use any metatags or other “hidden text” using KORTX’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of KORTX Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the KORTX Properties (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Services for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) you shall not access KORTX Properties in order to build a similar or competitive website, application or service; (g) except as expressly stated herein, no part of KORTX Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in KORTX Properties; and (i) you shall not use the KORTX Properties in a manner that violates: applicable law, rules, and/or regulations (collectively “Laws”), nor the terms, policies, or rules of any Third-Party Property (as defined below). Any future release, update or other addition to KORTX Properties shall be subject to the Terms of Use. KORTX, its suppliers and service providers reserve all rights not granted in the Terms of Use. Any unauthorized use of any KORTX Property terminates the licenses granted by KORTX pursuant to the Terms of Use.

2. REGISTRATION

2.1. Registration Data

In order to access certain features of KORTX Properties you may be required to become a Registered User or otherwise submit a registration or sign-up form. For purposes of the Terms of Use, a “Registered User” is a user who has registered an account on the Services (“Account”). In registering an Account or submitting a separate registration for any webinars, trainings, and other features made available through the Services, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by the registration form (the “Registration Data”); (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete; and (c) not provide any information belonging to another person or organization with the intent to impersonate that person or organization. You represent that you: (x) are at least thirteen (13) years old; (y) have permission or authority from your organization to access the KORTX Properties; and (z) are not a person barred from using KORTX Properties under the Laws of any applicable jurisdiction. If you provide any information that is untrue, inaccurate, not current or incomplete, or KORTX has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current or incomplete, KORTX has the right to suspend or terminate your Account or registration and refuse any and all current or future use of KORTX Properties (or any portion thereof).

2.2. Your Account

Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of KORTX. You are responsible for all activities that occur under your Account. You may not share your Account or password with anyone, and you agree to notify KORTX immediately of any unauthorized use of your password or any other breach of security. KORTX reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates a third party’s rights. You agree not to create an Account or use KORTX Properties if you have been previously removed by KORTX, or if you have been previously banned from any KORTX Properties.

2.3. Necessary Equipment and Software

You must provide all equipment, telecommunication service(s), and software necessary to connect to KORTX Properties, including but not limited to, a mobile device that is suitable to connect with and use KORTX Properties, in cases where the Services offer a mobile component. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing KORTX Properties. By providing your cell phone number and using the Services, you hereby affirmatively consent to our use of your cell phone number for calls and/or texts in order to perform and improve upon the Services. KORTX will not assess and charge for any calls or texts, but standard message charges or other charges from your wireless carrier may apply. You may opt out of receiving text messages from us by emailing: privacy@kortx.io

3. OWNERSHIP

3.1. KORTX Properties

You agree that KORTX and its suppliers own all rights, title and interest in KORTX Properties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying any KORTX Properties. You agree that you have no right, title, or interest in or to any Content that appears on or in KORTX Properties.

3.2. Trademarks

Centrois, LLC d.b.a. KORTX and all related graphics, logos, service marks and trade names used on or in connection with any KORTX Properties or in connection with the Services are the trademarks of KORTX and may not be used without permission in connection with your or any third-party products or services. Other trademarks, service marks and trade names that may appear on or in KORTX Properties are the property of their respective owners.

3.3. Feedback

You agree that submission of any ideas, suggestions, documents, and/or proposals to KORTX through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that KORTX has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to KORTX a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of KORTX Properties and/or KORTX’s business.

3.4. Usage Data

KORTX will have the right to collect, extract, compile, synthesize, and analyze data or information resulting from your access to and use of the Services. To the extent any such data or information is collected or generated by KORTX, the data and information will be solely owned by KORTX and may be used by KORTX for any lawful business purpose without duty to you. You acknowledge and agree that any personal information collected by KORTX may be used in accordance with the KORTX Kampus Privacy Policy located here.

4. USER CONDUCT

As a condition of use, you agree not to use KORTX Properties for any purpose that is prohibited by the Terms of Use, applicable law, or any terms, subscription agreement, statements of work, order forms, or other agreement(s) between KORTX and your employer or organization relating to the Services (collectively, the “Customer Agreement”). You shall not (and shall not permit any third party) to take any action on or through the KORTX Properties that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity; (ii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (iii) constitutes unauthorized or unsolicited advertising, junk or bulk email; (iv) involves commercial activities and/or sales without KORTX’s prior written consent; (v) impersonates any person or entity, including any employee or representative of KORTX; (vi) interferes with or attempts to interfere with the proper functioning of KORTX Properties or uses KORTX Properties in any way not expressly permitted by the Terms of Use; or (vii) attempts to engage in or engages in any potentially harmful acts that are directed against KORTX Properties, including but not limited to violating or attempting to violate any security features of KORTX Properties, using manual or automated software or other means to access, “scrape,” “crawl” or “spider” any pages contained in KORTX Properties, introducing viruses, worms, or similar harmful code into KORTX Properties, or interfering or attempting to interfere with use of KORTX Properties by any other user, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” KORTX Properties.

5. INVESTIGATIONS

KORTX may, but is not obligated to, monitor or review KORTX Properties at any time. If KORTX becomes aware of any possible violation(s) by you of any provision of the Terms of Use, KORTX reserves the right to investigate such violations, and KORTX may, at its sole discretion, immediately terminate your license to use KORTX Properties, in whole or in part, without prior notice to you.

6. THIRD-PARTY PROPERTIES

6.1. Links

KORTX Properties may contain links to third-party websites, applications, and/or advertisements for third parties (“Third-Party Properties”). When you click on a link to a Third-Party Property, we will not warn you that you have left KORTX Properties and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Properties are not under the control of KORTX.

6.2. No Responsibility

KORTX is not responsible for any Third-Party Properties. KORTX provides these Third-Party Properties only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Properties, or any product, data, or service provided in connection therewith. You use all Third-Party Properties at your own risk. When you leave our Services, the Terms of Use no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Properties, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

6.3. KORTX Toolkits

KORTX Properties may include applications, integrations, and/or tools that permit connections with or the transfer of data to or from certain Third-Party Properties (“Toolkits”), including via KORTX Kampus. By using any Toolkit, you expressly authorize KORTX to connect to or use such Third-Party Properties via the Toolkits and any data that is transmitted through, managed by, or temporarily stored by or within the Toolkits (“Customer Data”). You further represent that you have all necessary permissions, consents, authorizations, and clearances to authorize KORTX such access to and use of the Third-Party Properties and Customer Data. You hereby grant to KORTX a worldwide license to host, copy, transmit, analyze, store and/or display Customer Data as reasonably necessary to implement, deliver, and maintain the Services and the KORTX Properties. You agree to comply with all applicable Laws, and all applicable terms, policies, and other requirements of any Third-Party Property in connection with your use of the Toolkits and processing of Customer Data. You are responsible and liable for: (a) your use of the Toolkits, including without limitation unauthorized conduct and any conduct that would violate the requirements of this Terms of Use; and (b) any use of the Toolkits through your KORTX Kampus account, whether authorized or unauthorized. This Terms of Use does not apply to any Third-Party Property or other service linked to the Toolkits or recommended or referred to through the Toolkits or by KORTX’s staff, and KORTX takes no responsibility for Third-Party Properties or such services.

7. INDEMNIFICATION

You agree to indemnify, defend, and hold KORTX, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “KORTX Party” and collectively, the “KORTX Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (a) your violation of the Terms of Use; (b) your violation of any rights of another party, including any Registered Users; or (c) your violation of any applicable Laws. KORTX reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with KORTX in asserting any available defenses. This provision does not require you to indemnify any of the KORTX Parties for any illegal commercial practice by such party or for such party’s fraud. You agree that the provisions in this section will survive any termination of your Account, the Terms of Use and/or your access to KORTX Properties.

8. DISCLAIMER OF WARRANTIES AND CONDITIONS

8.1. “As_Is” You expressly understand and agree that to the extent permitted by applicable Laws,your use of KORTX Properties is at your sole risk, and KORTX Properties are provided on an “as-is” and “as-available” basis, with all faults. KORTX expressly disclaims all warranties, representations, and conditions of any kind, whether express or implied, including, but not limited to, the implied warranties or conditions of merchantability, fitness for a particular purpose and non-infringement arising from use of the KORTX Properties.

8.1.1. KORTX Parties make no warranty, representation or condition that: (1) KORTX Properties will meet your requirements; (2) your use of KORTX Properties will be uninterrupted, timely, secure or error-free; (3) the results that may be obtained from use of KORTX Properties will be accurate or reliable; or (4) that customer data or Third-Party Properties will not be exposed or disclosed through errors or actions of third parties.

8.1.2. Any content downloaded from or otherwise accessed through KORTX Properties is accessed at your own risk, and you shall be solely responsible for any damage to your property or any Third-Party Properties, including, but not limited to, your computer system and any device you use to access KORTX Properties, or any other loss that results from accessing such content.

8.1.3. The Services may be subject to delays, cancellations and other disruptions. KORTX makes no warranty, representation or condition with respect to services, including but not limited to, the quality, effectiveness, reputation and other characteristics of services.

8.1.4. No advice or information, whether oral or written, obtained from KORTX or through KORTX Properties will create any warranty not expressly made herein.

8.1.5. From time to time, KORTX may offer new “beta” features or tools with which its users may experiment. Such features or tools are offered solely for experimental purposes and without any warranty of any kind, and may be modified or discontinued at KORTX’s sole discretion. The provisions of this section apply with full force to such features or tools.

8.2. No Liability for Conduct of Third Parties

You acknowledge and agree that KORTX Parties are not liable, and you agree not to seek to hold KORTX Parties liable, for the conduct of third parties, including operators of external sites, and that the risk of injury from such third parties rests entirely with you.

9. LIMITATION OF LIABILITY

9.1. Disclaimer of Certain Damages

You understand and agree that in no event shall KORTX Parties be liable for any loss of profits, revenue or data, indirect, incidental, special, or consequential damages, or damages or costs due to loss of production or use, business interruption, procurement of substitute goods or services, in each case whether or not KORTX has been advised of the possibility of such damages, arising out of or in connection with the agreement or any communications, interactions or meetings with other users of KORTX Properties, on any theory of liability, resulting from: (1) the use or inability to use KORTX Properties; (2) the cost of procurement of substitute goods or services resulting from any goods, data, information or services purchased or obtained or messages received for transactions entered into through KORTX Properties; (3) unauthorized access to or alteration of your transmissions or data; (4) statements or conduct of any third party on KORTX Properties; or (4) any other matter related to KORTX Properties, whether based on warranty, copyright, contract, tort (including negligence), or any other legal theory. The foregoing cap on liability shall not apply to liability of a KORTX Party for (a) death or personal injury caused by a KORTX Party’s gross negligence; or for (b) any injury caused by a KORTX Party’s fraud.

9.2. Cap on Liability

Under no circumstances will KORTX Parties be liable to you for more than the greater of (a) the total amount paid to KORTX by you or your organization during the one-month period prior to the act, omission or occurrence giving rise to such liability and (b) the remedy or penalty imposed by the statute under which such claim arises. The foregoing cap on liability shall not apply to liability of a KORTX Party for (a) death or personal injury caused by a KORTX Party’s negligence; or for (b) any injury caused by a KORTX Party’s fraud or fraudulent misrepresentation.

9.3. Basis of the Bargain

The limitations of damages set forth above are fundamental elements of the basis of the bargain between KORTX and you.

10. TERM AND TERMINATION

10.1. Term

The Terms of Use commences on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use KORTX Properties, unless terminated earlier in accordance with the Terms of Use.

10.2. Prior Use

Notwithstanding the foregoing, you hereby acknowledge and agree that the Terms of Use commenced on the earlier to occur of (a) the date you first used KORTX Properties or (b) the date you accepted the Terms of Use. The Terms of Use will remain in full force and effect while you use any KORTX Properties, unless earlier terminated in accordance with the Terms of Use.

10.3. Termination of Services by KORTX

KORTX reserves the right to terminate or block any user’s access to the Services at any time, with or without cause, without notice. For cause reasons that your access may be terminated include, but are not limited to, (a) if you or your organization fail to provide timely payment for the Services, if applicable, (b) if you have materially breached any provision of the Terms of Use, or (c) if KORTX is required to do so by law (e.g., where the provision of the Services is, or becomes, unlawful). You agree that all terminations for cause shall be made in KORTX’s sole discretion and that KORTX shall not be liable to you or any third party for any termination of your Account.

10.4. Effect of Termination

Termination of any Services includes removal of access to such Services and barring of further use of the Services. Termination of all Services may also include deletion of your password and all related information, files and Content associated with or inside your Account (or any part thereof). Upon termination of any portion of the Services, your right to use such portions of the Services will automatically terminate immediately. KORTX will not have any liability whatsoever to you for any suspension or termination. All provisions of the Terms of Use which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.

11. INTERNATIONAL USERS

KORTX Properties can be accessed from countries around the world and may contain references to Services and Content that are not available in your country. These references do not imply that KORTX intends to announce such Services or Content in your country. KORTX Properties are controlled and offered by KORTX from its facilities in the United States of America. KORTX makes no representations that KORTX Properties are appropriate or available for use in other locations. Those who access or use KORTX Properties from other countries do so at their own volition and are responsible for compliance with local law.

12. GENERAL PROVISIONS

12.1. Order of Precedence

In the event of any direct conflict between this Terms of Use and any Customer Agreement, the terms of the Customer Agreement shall govern as to such conflicting terms only.

12.2. Assignment

The Terms of Use, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without KORTX’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

12.3. Force Majeure

KORTX shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

12.4. Questions, Complaints, Claims

If you have any questions, complaints or claims with respect to KORTX Properties, please contact us at legal@kortx.io. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.

12.5. Governing Law and Venue

This Terms of Use will be governed by and construed in accordance with the laws of the State of Michigan. The venue for any disputes shall be Berkley, Michigan. The Parties hereby agree to waive the following defenses to any action brought in Michigan: forum non conveniens, lack of personal jurisdiction, insufficient process, and insufficient service of process.

12.6. Technology Export

You shall not: (a) permit any third party to access or use the KORTX Properties in violation of any U.S. law or regulation; or (b) export any KORTX Properties or otherwise remove KORTX Properties from the United States except in compliance with all applicable U.S. laws and regulations. Without limiting the generality of the foregoing, you shall not permit any third party to access or use the KORTX Properties in, or export such KORTX Properties to, a country subject to a United States embargo.

12.7. Notice

Where KORTX requires that you provide an email address, you are responsible for providing KORTX with your most current email address. In the event that the last email address you provided to KORTX is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms of Use, KORTX’s dispatch of the email containing such notice will nonetheless constitute effective notice. You may give notice to KORTX at the following address: Centrois, LLC d.b.a. KORTX, 2583 Sunnyknoll Ave, Berkley, MI 48072. Such notice shall be deemed given when received by KORTX by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.

12.8. Waiver

Any waiver or failure to enforce any provision of the Terms of Use on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

12.9. Severability

If any portion of this Terms of Use is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.

12.10. Export Control

You may not use, export, import, or transfer KORTX Properties except as authorized by U.S. law, the laws of the jurisdiction in which you obtained KORTX Properties, and any other applicable laws. In particular, but without limitation, KORTX Properties may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using KORTX Properties, you represent and warrant that (y) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (z) you are not listed on any U.S. Government list of prohibited or restricted parties. You acknowledge and agree that products, services or technology provided by KORTX are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer KORTX products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.

12.11. Consumer Complaints

In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

12.12. Entire Agreement

The Terms of Use is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.