Kentro Group

This Terms of Use (this “Terms of Use”) is agreed to between Kentro Group, and its affiliates and subsidiaries (collectively, “Kentro”) and you, or if you represent an entity or other organization, that entity or organization (in either case, “You” or “Your”).  Kentro offers users (“Users”) the ability to access information, data, and other content (“Content”) through the website located at http://www.kentrogroup.com or any other websites operated by Kentro (each, a “Website”).  This Terms of Use applies solely to the Website and Content.

PLEASE CAREFULLY READ THIS Terms of Use.  BY ACCESSING OR USING THE WEBSITE OR CONTENT, YOU AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY this Terms of USE. IF YOU DO NOT AGREE TO This Terms of USE INCLUDED IN THIS Terms of USe, KENTRO IS NOT WILLING TO PROVIDE YOU WITH ACCESS TO OR USE OF THE WEBSITE or CONTENT AND YOU MUST NOT ACCESS OR USE THE WEBSITE or CONTENT.

This Terms of Use includes the terms and conditions below and the Privacy Policy located at kentrogroup.com/privacy-policy.  You are responsible for compliance with this Terms of Use. Unless You later enter into any other agreements with Kentro regarding the Website and Content, this Terms of Use is the complete and exclusive agreement between You and Kentro regarding Your access to and use of the Website and Content.  This Terms of Use supersedes any prior agreement or proposal, oral or written, and any other communications between You and Kentro relating to Your use of the Website, Content, or as a User of the Website.

1. Terms used in this Terms of Use have the definitions given in this Terms of Use or, if not defined in this Terms of Use, have their plain English meaning as commonly interpreted in the United States, even if Kentro provides a translated version of this Terms of Use.
2. Term. This Terms of Use is entered into as of the earlier of the date You first accessed the Website or used the Website or Content and will continue until terminated as set forth herein.
3. Modifications. Kentro reserves the right, at any time, to modify the Website or Content, with or without notice to You, by making those modifications available on the Website.  Kentro also reserves the right, at any time, to modify this Terms of Use.  Kentro will inform You of the presence of any changes to this Terms of Use by posting those changes on the Website or by providing You with notice through the Website.  Any modifications will be effective immediately upon posting on the Website or delivery of such notice through the Website.  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 Website or Content following such notice period.
4. ACCOUNTS.
   • Content Access Through Accounts. Subject to the terms of this Terms of Use, access to the Website requires that You register as a User of the Website and establish a User account on the Website (an “Account”).  Approval of Your request to establish and maintain any Account will be at the sole discretion of Kentro.
   • Accounts. Upon Your request, Kentro may provide You with the ability to establish an Account on the Website.  Your Account and the User identification and password for Your Account (Your “Account ID”) is personal in nature.  Your Account is for Your personal use and Your Account ID may be used only by You alone.  You may not distribute or transfer Your Account or Account ID or provide a third party with the right to access Your Account or Account ID.  You are solely responsible for all use of the Website and all Content and Services through Your Account. You will ensure the security and confidentiality of Your Account ID and will notify Kentro immediately if Your Account ID is lost, stolen, or otherwise compromised.  You are fully responsible for all liabilities and damages incurred through the use of Your Account or under Your Account ID (whether lawful or unlawful) and any transactions completed through Your Account or under Your Account ID will be deemed to have been lawfully completed by You.
   • Account Information. In connection with establishing Your Account, You will be asked to submit certain information about Yourself (“Account Information”).  You agree that: (a) all Account Information You provide will be accurate, complete, and current; and (b) You will maintain and promptly update Your Account Information to keep it accurate, complete and current.  You may not: (i) select or use an Account ID of another person with the intent to impersonate that person; and (ii) use an Account ID that Kentro, in its sole discretion, deems offensive.  You are solely responsible for confirming the set-up and configuration of Your Account in all respects and for making all changes and updates thereto through this Terms of Use. Please note that we may share certain Account Information with third parties in accordance with the Privacy Policy.
5. Access.
   • To the Website. Subject to Your compliance with this Terms of Use, Kentro will permit You to access and use the Website and Content solely for lawful purposes and only in accordance with this Terms of Use and any other agreement You agree to with Kentro before being given access to any specific aspects of the Website. Any additional agreement is in addition to this Terms of Use and will govern Your use of the portions of the Website to which the additional agreement applies in the event of a conflict between the terms of this Terms of Use and the additional agreement.
   • To Content. Unless otherwise noted on the Website, all Content available through the Website, including all text, audio, video, photographs, illustrations, graphics, testimonials, and other media, is owned or licensed by Kentro or Kentro’s other third party providers.  You represent and warrant that You will comply with the Privacy Policy as to all Content available through the Website.  All Content is provided for informational purposes only and You are solely responsible for verifying the accuracy, completeness, and applicability of all Content and for Your use of any Content.  Kentro has not verified the accuracy of, and will not be responsible for any errors or omissions in any Content.  Kentro makes no guarantees regarding the accuracy, currency, suitability, or quality of any Content.  Except as set forth in this Terms of Use, You are granted no licenses or other rights in or to any Content, or any IPR therein or related thereto.  If You would like to use any Content in a manner not permitted by this Terms of Use, please contact Kentro.
6. Termination. This Terms of Use may be terminated by either party at any time, in that party’s sole discretion, upon notice to the other party as permitted under this Terms of Use.  Upon termination or expiration of this Terms of Use for any reason: (1) all rights and subscriptions granted to You under this Terms of Use will terminate; and (2) You will immediately cease all use of and access to the Website and all Content (including, without limitation, all Content You obtained prior to termination).  Sections titled Definitions, Termination, Suspension, Website Technology, Ownership, Representations and Warranties, Indemnity, Limitation on Liability, Data Privacy, Feedback, Disputes, Governing Law and Venue, Notices, Linked Sites, No Offer or Reliance and Additional Terms will survive any expiration or termination of this Terms of Use.
7. Suspension. Without limiting Kentro’s right to terminate this Terms of Use, Kentro may also suspend Your access to the Website or any Content, with or without notice to You, upon any actual, threatened, or suspected breach of this Terms of Use or applicable law or upon any other conduct deemed by Kentro, in its sole discretion, to be inappropriate or detrimental to the Website, Kentro, or any other User or third party.
8. Website Technology. The Website, and the databases, software, hardware and other technology used by or on behalf of Kentro to operate the Website, and the structure, organization, and underlying data, information and software code thereof (collectively, the “Technology”), constitute valuable trade secrets of Kentro.  You will not, and will not permit any third party to: (1) access or attempt to access the Technology except as expressly provided in this Terms and Use; (2) use the Technology in any unlawful manner or in any other manner that could damage, disable, overburden, or impair the Technology; (3) use automated scripts to collect information from or otherwise interact with the Technology; (4) alter, modify, reproduce, create derivative works of the Technology; (5) distribute, sell, resell, lend, loan, lease, license, sublicense, or transfer any of Your rights to access or use the Technology or otherwise make the Technology available to any third party; (6) reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of the Technology; (7) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Technology; (8) monitor the availability, performance, or functionality of the Technology; or (9) interfere with the operation or hosting of the Technology.
9. Ownership. Kentro retains all right, title, and interest, including, without limitation, all intellectual property rights, proprietary rights, rights of publicity, rights of privacy, and any and all other legal rights protecting data, information, or intangible property throughout the world, including, without limitation, any and all copyrights, trademarks, service marks, trade secrets, patent rights, moral rights, sui generis rights in databases, and contract rights (“IPR”), in and to the Technology and any additions, improvements, updates, and modifications thereto. You receive no ownership interest in or to the Technology and You are not granted any right or license to use the Technology itself, apart from Your ability to access the Website, and Content under this Terms of Use.  The Kentro name, logo, and all product and service names associated with the Website and Content are trademarks of Kentro and its licensors and third party providers and You are granted no right or license to use them.
10. REPRESENTATIONS AND WARRANTIES.
    • Mutual.  Each party hereby represents and warrants to the other party that: (a) it has the legal right and authority to enter into this Terms of Use, (b) this Terms of Use forms a binding legal obligation on behalf of such party, and (c) it has the legal right and authority to perform its obligations under this Terms of Use and to grant the rights and licenses described in this Terms of Use.
    • Compliance with Laws. You acknowledge that the Website is a general purpose online service and is not specifically designed to facilitate compliance with any specific law.  You represent and warrant to Kentro that Your use of and access to the Website, including any Content, will comply with all applicable laws, rules, or regulations (“Laws”) and will not cause Kentro itself or any other third party to violate any applicable Laws.  Kentro is not responsible for notifying You of any such Laws, enabling Your compliance with any such Laws, or for Your failure to comply.
    • No Warranties; Disclaimer. THE WEBSITE AND CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE.”  EXCEPT AS OTHERWISE STATED, KENTRO DOES NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, ADEQUACY, OR CURRENCY OF THE WEBSITE, CONTENT, OR THE PRODUCTS ADVERTISED ON THE WEBSITE OR OTHER DATA, INFORMATION OR THIRD PARTY CONTENT THAT MAY BE PROVIDED THROUGH THE WEBSITE. KENTRO EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO THE WEBSITE, CONTENT,  AND OTHER SUBJECT MATTER OF THIS TERMS OF USE, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, OR NON-INFRINGEMENT.  NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY KENTRO OR ITS EMPLOYEES, WILL INCREASE THE SCOPE OF, OR CREATE ANY NEW WARRANTIES IN ADDITION TO, THE WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION.KENTRO MAKE NO WARRANTY THAT (a) THE WEBSITE WILL MEET YOUR REQUIREMENTS, (b) THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (c) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE WILL BE ACCURATE OR RELIABLE, (d) THE QUALITY OF ANY CONTENT OBTAINED BY YOU THROUGH THE WEBSITE WILL MEET YOUR EXPECTATIONS, OR (e) ANY ERRORS IN THE TECHNOLOGY WILL BE CORRECTED.  ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
11. INDEMNITY. You hereby agree to indemnify, defend, and hold harmless Kentro and its officers, directors, shareholders, affiliates, employees, agents, service providers, contractors, assigns, users, customers, providers, licensees, and successors in interest (“Indemnified Parties“) from any and all claims, losses, liabilities, damages, fees, expenses and costs (including attorneys’ fees, court costs, damage awards, and settlement amounts) that result from any claim or allegation (“Claim”) against any Indemnified Party arising in any manner from: (1) Your access to or use of the Website, or any Content, (2) Your collection and disclosure of any Content, (3) Your violation or alleged violation of applicable Laws, or (4) Your breach or alleged breach of any representation, warranty, or other provision of this Terms of Use.  Kentro will use reasonable efforts to provide You with notice of any such claim or allegation, and Kentro will have the right to participate in the defense of any such claim at its expense.
12. LIMITATION ON LIABILITY. KENTRO WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN CONNECTION WITH OR OUT OF THE ACCESS TO OR USE OF THE WEBSITE OR CONTENT, EVEN IF KENTRO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF YOUR CONTENT, OPPORTUNITY, REVENUES, PROFITS OR REPUTATION, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE CONTENT, GOODS OR SERVICES.  KENTRO’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS TERMS OF USE AND ALL CONTENT PROVIDED UNDER THIS TERMS OF USE OR THROUGH THE WEBSITE, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED $100.  YOU AGREE THAT KENTRO WOULD NOT ENTER INTO THIS TERMS OF USE WITHOUT THESE LIMITATIONS ON ITS LIABILITY.  IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, KENTRO’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
13. Data Privacy. You expressly consent to the use and disclosure of Your personally identifiable information and other data and information as described in the Privacy Policy.  Notwithstanding anything in the Privacy Policy, Kentro will have the right to collect, extract, compile, synthesize, and analyze non-personally identifiable data or information (data or information that does not identify an entity or natural person as the source thereof) resulting from Your access to and use of the Website or Content.  To the extent any such non-personally identifiable data or information is collected or generated by Kentro, the data and information will be solely owned by Kentro and may be used by Kentro for any lawful business purpose without a duty of accounting to You, provided that the data and information is used only in an aggregated form, without directly identifying You or any other entity or natural person as the source thereof.
14. Feedback. If You provide Kentro any feedback or suggestions regarding the Website or Content (“Feedback”), You herby assign to Kentro all rights in the Feedback and agree that Kentro shall have the right to use such Feedback and related information in any manner it deems appropriate without a duty of accounting to You.  Kentro will treat any Feedback You provide to Kentro as non-confidential and non-proprietary.  You agree that You will not submit to Kentro any information or ideas that You consider to be confidential or proprietary.
15. DISPUTES. Except as otherwise provided below, the parties will attempt to resolve all disputes, controversies, or claims arising under, out of, or relating to this Terms of Use, including the formation, validity, binding effect, interpretation, performance, breach or termination, of this Terms of Use and the arbitrability of the issues submitted to arbitration hereunder and non-contractual claims relating to this Terms of Use (each, a “Dispute“), in accordance with the procedures set forth in this Section.  If any Dispute cannot be resolved through negotiations between the parties within five days of notice from one party to the other of the Dispute, such Dispute will be finally settled through binding arbitration under the arbitration of the American Arbitration Association (“AAA“) then in effect (the “Rules“).  Either party may commence the arbitration by delivering a request for arbitration as specified in the Rules.  The arbitration will be conducted before a sole neutral arbitrator selected by agreement of the parties.  If the parties cannot agree on the appointment of a single arbitrator within 30 days (the “Initial Period“) after either party to this Terms of Use delivers a request for arbitration, a neutral arbitrator will be selected as provided in the Rules.  The arbitration will be conducted exclusively in the English language at a site specified by Kentro in the State of Colorado, U.S.A.  The award of the arbitrator will be the exclusive remedy of the parties for all claims, counterclaims, issues or accountings presented or plead to the arbitrator.  The award of the arbitrators will require payment of the costs, fees, and expenses incurred by the prevailing party in any such arbitration by the non-prevailing party.  Judgment upon the award may be entered in any court or governmental body having jurisdiction thereof.  Any additional costs, fees, or expenses incurred in enforcing the award may be charged against the party that resists its enforcement.
16. GOVERNING LAW AND VENUE. The interpretation of the rights and obligations of the parties under this Terms of Use, including, to the extent applicable, any negotiations, arbitrations or other proceedings hereunder, will be governed in all respects exclusively by the laws of the State of Colorado, U.S.A., as such laws apply to contracts between residents of Colorado without regard to conflict of laws provisions thereof.  Subject to Section 15 (Disputes), each party will bring any action or proceeding arising from or relating to this Terms of Use exclusively in a federal or state court in the State of Colorado, U.S.A., and You irrevocably submit to the personal jurisdiction and venue of any such courts in any such action or proceeding brought in such courts by Kentro.
17. NOTICES. Unless otherwise specified in this Terms of Use, any notices required or allowed under this Terms of Use will be provided to Kentro by postal mail to the address for Kentro listed on the Website.  Kentro may provide You with any notices required or allowed under this Terms of Use by sending You an email to any email address You provide to Kentro, provided that in the case of any notice applicable both to You and other Users of the Website, Kentro may instead provide such notice by posting on the Website.  Notices provided to Kentro will be deemed given when actually received by Kentro.  Notice provided to You will be deemed given 24 hours after posting to the Website or sending via e-mail, unless (as to e-mail) the sending party is notified that the e-mail address is invalid.
18. LINKED SITES. Kentro has not reviewed all of the sites linked to this Website and is not responsible for the content of any such linked site. The inclusion of any link on our Website does not imply endorsement by Kentro of the third party website or any products or services available through such third party website. Use of any such linked websites is at your own risk.
19. NO OFFERS OR RELIANCE. The information on this Website is provided for informational purposes only. No Content or other material on the Website shall be used or considered as an offer to sell or a solicitation of any offer to buy the securities or services of Kentro or any other issuer. Offers can only be made where lawful under, and in compliance with, applicable law. Kentro makes no representations that transactions, products or services discussed on the Website are available or appropriate for sale or use in all jurisdictions or by all investors. Those who access the Website do so at their own initiative and are responsible for compliance with local laws or regulations. While Kentro uses reasonable efforts to obtain information from reliable sources, Kentro makes no representations or warranties as to the accuracy, reliability or completeness of any information or document at the Website obtained outside of Kentro. Certain information on the Website may contain forward-looking statements, which reflect our views with respect to, among other things, our operations and financial performance. Such forward-looking statements are subject to various risks and uncertainties and speak only as of the date on which they are made. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from this indicated in these statements. You can identify these forward-looking statements by the use of words such as “outlook,” “indicator,” “believe,” “expect,” “potential,” “continue,” “may,” “should,” “seek,” “approximately,” “predict,” “anticipate,” “optimistic,” “intend,” “plan,” “estimate,” “aim,” “will” or the negative version of these words or similar expressions. Kentro undertakes no obligation to update publicly or revise any information on the Website, whether as a result of new information, future developments or otherwise. Opinions and any other Contents at the Website are subject to change without notice.Kentro is not utilizing the Website to provide investment or other advice, and no information or material at the Website is to be deemed a recommendation to buy or sell any securities or is to be relied upon for the purpose of making or communicating investment or other decisions. In addition, no information, Content or other materials contained on the Website should be construed or relied upon as investment, legal, accounting, tax or other professional advice or in connection with any offer or sale of securities. Any transactions listed on the Website are included as representative transactions and are not necessarily reflective of overall performance. Kentro does not advise on the tax consequences of any investment.
20. ADDITIONAL TERMS. Unless otherwise amended, this Terms of Use will exclusively govern Your access to and use of the Website and Content, and is the complete and exclusive understanding and agreement between the parties, and supersedes any oral or written proposal, agreement or other communication between the parties, regarding Your access to and use of the Website and Content. Except as expressly set forth in this Terms of Use, this Terms of Use may be amended or modified only by a writing signed by both parties.  All waivers by Kentro under this Terms of Use must be in writing or later acknowledged by Kentro in writing.  Any waiver or failure by Kentro to enforce any provision of this Terms of Use on one occasion will not be deemed a waiver by Kentro of any other provision or of such provision on any other occasion.  If any provision of this Terms of Use is held to be unenforceable, that provision will be removed to the extent necessary to comply with the law, replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent consistent with the law, and the remaining provisions will remain in full force. Neither this Terms of Use nor any rights or obligations of You hereunder may be assigned or transferred by You (in whole or in part and including by sale, merger, consolidation, or other operation of law) without the prior written approval of Kentro.  Any assignment in violation of the foregoing will be null and void.  Kentro may assign this Terms of Use to any party that assumes Kentro’s obligations hereunder.  The parties hereto are independent parties, not agents, employees or employers of the other or joint venturers, and neither acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other.  Any reference herein to “including” will mean “including, without limitation.”  Past performance is not indicative of future results; no representation is being made that any investment will or is likely to achieve profits or losses similar to those achieved in the past, or that significant losses will be avoided.