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Terms of Use AgreementLast Updated: October 1, 2021PLEASE READ THIS TERMS OF USE AGREEMENT CAREFULLY AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, OBLIGATIONS AND REMEDIES.This Terms of Use Agreement constitutes a legally binding agreement between you and Kashman LLC (“KANU”, “we”, “us” or “our”) governing your access or use of KANU’s applications, websites, content, products, and services (collectively, the “KANU Platform”). This Terms of Use Agreement, together with KANU’s Privacy Policy and any other documents that are incorporated by reference (collectively, this “Agreement” ), govern your access to and use of the KANU Platform, including any content, functionality, goods or services offered on or through, and your interaction with other users of, the KANU Platform. By signing up for a user account, using the KANU Platform, or by clicking to accept or agree to this Agreement when this option is made available to you, you agree to be bound and abide by this Agreement. If you object to any of the terms in this Agreement, please do not sign up for an Account or access or use any portion of the KANU Platform.YOU UNDERSTAND THAT BY CREATING A USER ACCOUNT, BY ACCESSING OR USING THE KANU PLATFORM OR BY CLICKING “ACCEPT” OR “AGREE” (IF THAT OPTION IS AVAILABLE) YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND YOU UNDERSTAND THIS AGREEMENT, YOU HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF ENTERING INTO THIS AGREEMENT, AND YOU AGREE TO BE LEGALLY BOUND BY THIS AGREEMENT.THIS AGREEMENT INCLUDES PROVISIONS THAT, WITH LIMITED EXEPTIONS, REQUIRE YOU TO RESOLVE DISPUTES WITH KANU THROUGH FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, GROUP OR REPRESENTATIVE ACTION OR PROCEEDING.1. ABOUT THE KANU PLATFORMThe KANU Platform is a peer-to-peer service network designed to serve as marketplace within a particular college or university community to connect students who attend that school to conduct business with one another for the purchase and sale of goods and services for prices and on terms and conditions negotiated between them. The term “User” means a student who has created a user account on the KANU Platform. The term “Assignment” means a task that one User, as the “Vendor”, agrees to provide to another User, as the “Customer”, for which a Customer-Vendor Contract (as defined in Section 9) has been formed through the KANU Platform. An Assignment may include the rendering of a service by a Vendor for a Client as well as the sale of particular goods from a Vendor to a Client.2. MODIFICATIONS TO THIS AGREEMENTKANU may modify this agreement from time to time without notice to you. y are encouraged to review this Agreement each time that you use the KANU Platform to determine if any modifications have been made. The date of the last modification to the Agreement will be reflected in the “Last Updated” notice at the top of this Agreement. If KANU modifies this Agreement, such modifications shall be binding on you upon your acceptance of the modified Agreement. Continued use of the KANU Platform after any such modifications shall constitute your acceptance to this Agreement as modified. KANU reserves the right to modify any information referenced in the hyperlinks from this Agreement from time to time, and such modifications shall become effective upon posting.3. REQUIREMENTS TO BECOME A USERKANU may modify this agreement from time to time without notice to you. y are encouraged to review this Agreement each time that you use the KANU Platform to determine if any modifications have been made. The date of the last modification to the Agreement will be reflected in the “Last Updated” notice at the top of this Agreement. If KANU modifies this Agreement, such modifications shall be binding on you upon your acceptance of the modified Agreement. Continued use of the KANU Platform after any such modifications shall constitute your acceptance to this Agreement as modified. KANU reserves the right to modify any information referenced in the hyperlinks from this Agreement from time to time, and such modifications shall become effective upon posting.To become an authorized User of the KANU Platform, and to continue to be an authorized User, you must be at least 18 years old and meet the following requirements :
  • You are a matriculating student at a college or university for which KANU has authorized students to become Users at the time you sign-up for a User account and at all times thereafter during which you use the KANU Platform ( a “School”);
  • You have a valid email address for the School, you sign up as a User for the KANU Platform using that email address and you use that email address in connection with your use of the KANU Platform; and
  • You have the right, authority and capacity to enter into this Agreement and to abide by, and you do abide by, the terms and conditions of this Agreement.
If you do not meet the above requirements, then you are not authorized to use the KANU Platform. Nevertheless, if you use the KANU Platform, despite not meeting the above requirements, you acknowledge and agree that (a) your continued use is a material violation of this Agreement, and (b) that you will remain legally bound by the terms and conditions of this Agreement applicable to authorized Users.4. LICENSESubject to your meeting the requirements to become a User under Section 3 of this Agreement and your continued compliance with this Agreement, KANU grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license, without the right to sublicense, to: (i) access and use the KANU Platform on your personal device; and (ii) access and use any content, information and related materials that may be made available through the use of the KANU Platform, in each case solely for your personal use. KANU and its licensors reserve all rights not expressly granted in this Agreement to you. Any unauthorized use of the KANU Platform by you or from your Account shall automatically terminate any license or permission granted to you by KANU.5. KANU ACCOUNTSTo use the KANU Platform you must create a User account (“Account”) and provide certain information about yourself as prompted by the registration form. You may be asked to choose a password and a user name. Please select a password that would not be obvious to someone trying to guess your password, and change it regularly as an added precaution. You are responsible for maintaining the confidentiality of your username, password, and any other login credentials provided by you or given to you by KANU for using the KANU Platform. If you provide any information that is, or KANU suspects is, untrue, inaccurate, not current or incomplete, KANU may, without notice to you, suspend or terminate your access to the KANU Platform and refuse any and all current or future use by you of the KANU Platform.The security of your personally identifying information is important to us. While there is no such thing as perfect security on the Internet, KANU will take reasonable steps to help ensure the safety of your personally identifying information. However, you understand and agree such steps do not guarantee use of the KANU Platform will be invulnerable to all security breaches, and KANU makes no warranty, guarantee, or representation that use of the KANU Platform is protected from viruses, security threats or other vulnerabilities.To use the KANU Platform you must provide your mobile phone number to KANU, and by doing so, you consent to KANU’s use of your mobile phone number for calls and recurring texts to enable KANU to (a) provide services through and improve upon the KANU Platform, (b) facilitate communications between Customers and Vendors, (c) provide you with information and reminders regarding Assignments and regarding matters related too the KANU Platform and(d) such other purposes as KANU may determine that are consistent with the purpose of the KANU Platform. Standard message, data or other charges from your wireless carrier may apply. [You may opt-out of receiving texts messages from KANU by modifying your Account settings on the KANU mobile app or website. You understand that KANU may send you a text confirming any opt-out by you.]You are the sole authorized user of your Account and are responsible for all uses of your password or Account, whether or not authorized by you. If you permit another person to use your Account, then that person will be considered to be acting as your agent in connection with their use of the KANU Platform, and you will be personally liable for any breach of this Agreement by that person, regardless of whether or not that person is aware of, has read, or understands this Agreement. KANU may rely on the authority of anyone accessing your Account or using your password and in no event and under no circumstances shall KANU be held liable to you for any liabilities or damages resulting from or arising out of (a) any action or inaction of KANU based upon such reliance, (b) any compromise of the confidentiality of your Account or password and (c) any unauthorized access to your Account or use of your password. You may not use anyone else’s Account, without the permission of the Account holder. If you suspect that your password or Account may have been used without your authority, or if you suspect any other breach of security, you agree to contact KANU immediately. You understand that KANU has no control over the manner of use of any User’s Account, and you acknowledge and agree that KANU expressly disclaims any liability caused by any person who uses the KANU Platform.Without limiting any rights which KANU may otherwise have, KANU reserves the right to take any and all action, as it deems necessary or appropriate, to ensure the security of the KANU Platform and your Account, including, without limitation, terminating your Account, changing your password or requesting additional information to authorize your Account.6. USER CONTENT AND USER FEEDBACKWithout limiting any rights which KANU may otherwise have, KANU reserves the right to take any and all action, as it deems necessary or appropriate, to ensure the security of the KANU Platform and your Account, including, without limitation, terminating your Account, changing your password or requesting additional information to authorize your Account.User Content“User Content” means any and all information and content that a User submits to KANU through the KANU Platform or by any other means, including through social media (e.g., Facebook, Twitter, etc.), and includes Assignment solicitations, profile information, images, comments, feedback and ratings submitted by Users about other Users, questions, and other content or information. You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness, or usefulness by others, or any disclosure of your User Content that makes you or any third party personally identifiable. You affirm, represent, and warrant that (a) you own, or have the necessary licenses, rights, and/or consents to use your User Content with the App as described herein, and (b) your use of User Content does not violate this Agreement. You may not state or imply that your User Content is in any way provided, sponsored, or endorsed by KANU. Because you alone (not KANU) are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates this Agreement. KANU is not obligated to backup any User Content and makes no representation that it will do so. KANU has the right, but not the obligation, in its sole discretion to remove any User Content from the KANU Platform at any time.KANU claims no ownership rights over User Content that you create. By providing or sharing User Content through use of the KANU Platform, you agree to allow others to view, edit, and/or share your User Content in accordance with your User settings and this Agreement. You affirm, represent, and warrant that :
  • KANU takes no responsibility and assumes no liability for any User Content that you or any other User or third party posts, sends, or otherwise makes available through the KANU Platform;
  • You are solely responsible for your User Content and the consequences of posting, publishing it, sharing it, or otherwise making it available through the KANU Platform;
  • You understand that KANU is only acting as a passive conduit for your online distribution and publication of your User Content;
  • You may be exposed to User Content that is inaccurate, objectionable, inappropriate or unsuited to your purpose, and KANU will not be liable for any damages you allege to incur as a result of or relating to any User Content; and
  • Users publish on the KANU Platform information about other Users with respect to Assignments, such as feedback, geographical location, or verification of identity or credentials and that such information is based solely on unverified data that Users voluntarily submit to KANU and does not constitute and will not be construed as an introduction, endorsement, or recommendation by KANU.
User FeedbackYou acknowledge and agree that :
  • to help make the KANU Platform a more effective tool for enabling Customers and Vendors to find one another, KANU permits Users to publish on the KANU Platform information about other Users, including comments, ratings, indicators of satisfaction, and other feedback;
  • KANU may make feedback available to other Users and to the public, and KANU may permit Users to post such feedback about you on the KANU Platform
  • KANU does not generally monitor, influence, contribute to, investigate or censor User feedback or other User Content for accuracy, reliability or compliance with this Agreement and does not guarantee that User Content is accurate, reliable or compliant with this Agreement; and
  • KANU is not legally responsible for any User feedback or other User Content posted or made available on the KANU Platform by any Users or third parties, even if that information is defamatory or otherwise legally actionable.
License to User ContentYou hereby expressly grant, and you represent and warrant that you have all rights necessary to grant, to KANU a royalty-free, transferable, perpetual, irrevocable, non-exclusive, worldwide license, with the right to sublicense, to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, publicly perform, publicly display, transmit and make derivative works of all of your User Content including your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the KANU Platform. You hereby irrevocably waive the right to assert any moral rights that you may have in any of your User Content.7. YOUR REPRESENTATIONS AND WARRANTIESYou represent, warrant and agree that :
  • you are at least 18 years old, you are a matriculating student at the School and have a valid email address for the School, you have the right, authority and capacity to enter into this Agreement, that you have read, understand, and agree to be legally bound by this Agreement, and that you will only continue to use the KANU Platform if the foregoing criteria are met;
  • you will respect the privacy (including without limitation private, family and home life), property and data protection rights of Users and that you will not, without the prior written consent of the other relevant Users or third parties, record (whether video or audio or otherwise) the performance of any Assignment or any User and/or third party in connection with your use of the KANU Platform, including the soliciting, negotiating and performance of Assignments (whether as an actual or prospective Customer or Vendor);
  • unless otherwise expressly agreed between Customer and Vendor, you will be available at the time you agree upon with your Customer or Vendor, as the case may be;
  • you will communicate with other Users clearly and courteously;
  • you will act professionally and responsibly in your interactions with other Users;
  • you will not use the KANU Platform for any unlawful purpose, and you will act in good faith and in accordance with all applicable laws, rules, regulations (“Applicable Law”);
  • you will not solicit, as a Customer, or agree to or perform, as a Vendor, any Assignment involving an abnormally dangerous or ultra-hazardous activity;
  • as a Vendor, you will not accept an Assignment nor undertake to perform an Assignment unless you meet any and all applicable licensing, insurance and other requirements as may be required under Applicable Law;
  • as a Vendor, will provide timely, high-quality services to your Customers, you will only offer and provide services for which you have the necessary skills and expertise, and you will provide the services safely and with due care;
  • as a Customer, you will promptly pay agreed-upon fees and expenses to Vendors in accordance to the agreement made between you and the Vendor;
  • as a User you will otherwise fulfill all commitments you make to other Users and to third parties in connection with your use of the KANU Platform;
  • any Assignment that involves the use of a motor vehicle shall only be agreed upon and undertaken if :
    • the driver is at least 18 years of age, possesses and carries a valid driver’s license and owns, or has the legal right to operate, the vehicle;
    • the vehicle is covered by a valid policy of liability insurance (in coverage amounts consistent with all applicable legal requirements) and the driver is named or scheduled on the insurance policy;
    • the driver is responsible for and will make all necessary contacts with such insurance carrier in the event of a motor vehicle accident or claim against his/her insurance policy; and
    • the driver will be responsible for any and all liability which results from or is alleged as a result of the operation of the vehicle he/she uses for the Assignment, including, but not limited to, personal injuries, death and property damage; and
  • as a Customer you will not request, and as a Vendor you will not knowingly accept, pickup, carry or deliver, the following as part of your use of the KANU Platform or as part of an Assignment:
    • firearms or weapons of any kind, any firearm or weapon parts, or ammunition in any amount;
    • any “Hazardous Material” as defined by the U.S. Department of Transportation (DOT) and codified in Title 49 Code of Federal Regulations (49 CFR), not including those Hazardous Materials in small or excepted quantities as defined in 49 CFR;
    • cigarettes or any tobacco product, wine, beer or any other alcoholic beverages or any other product regulated and controlled by the United States Alcohol and Tobacco Tax and Trade Bureau (TTB);
    • any product containing Cannabis or other controlled substance or;
    • any prescription or over the counter medicine.
8. RELATIONSHIP WITH KANUYou acknowledge and agree that :
  • KANU merely makes the KANU Platform available to enable Users to find and transact directly with each other as Customers and Vendors;
  • KANU does not introduce Users to one another, find Assignments for Vendors, or find Vendors for Customers;
  • although the KANU Platform may facilitate the matching of Customers and Vendors with respect to Assignments, Users are at all times responsible for evaluating and determining the suitability of any Assignment, Customer or Vendor;
  • if Users decide to enter into a Customer-Vendor Contract, the Customer-Vendor Contract is directly between the Users, and KANU is not a party to the Customer-Vendor Contract;
  • KANU does not undertake to perform background checks or otherwise vet or screen any persons prior to accepting them as Users for the KANU Platform;
  • your interaction with other Users is solely at your own risk, and it is your responsibility to exercise caution, prudence and common sense when interacting with other Users to protect your personal safety, property;
  • KANU will not be liable for any false or misleading statements made by Users, nor will KANU be liable for actions taken by Users, or for actions that Users fail to take.;
  • KANU does not, in any way, supervise, direct, control, or evaluate Vendors or their work and is not responsible for any Assignment or the results of any Assignment;
  • KANU makes no representations about and does not guarantee, and you agree not to hold KANU responsible for, the quality, safety, or legality of Assignments or the means by which they are performed; the qualifications, background, or identities of Users; the ability of Vendors to perform Assignments; the ability of Customers to pay for Assignments; or the ability or willingness of a Customer or Vendor to actually complete a transaction; and
  • KANU does not make any representations about or guarantee the truth or accuracy of any information about Users on the KANU Platform, and KANU does not verify any feedback or information provided by Users about Vendors or Customers.
NEITHER KANU NOR ITS AFFILIATES OR LICENSORS, NOR THEIR RESPECTIVE DIRECTORS, OFFICERS, SHAREHOLDERS, AGENTS, INVESTORS, SUBSIDIARIES, ATTORNEYS, REPRESENTATIVES, INSURERS, EMPLOYEES, SUCCESSORS OR ASSIGNS (HEREINAFTER REFERRED TO COLLECTIVELY AS “KANU AND AFFILIATES”) IS RESPONSIBLE FOR THE CONDUCT, ACTS, OR OMISSIONS, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE KANU PLATFORM AND YOU HEREBY RELEASE KANU AND AFFILIATES FROM ANY AND ALL LIABILITY, CLAIMS, DEMANDS, OR DAMAGES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE KANU PLATFORM, YOUR USE OF THE KANU PLATFORM OR THE CONDUCT, ACTS, OR OMISSIONS, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE KANU PLATFORM.9. BUSINESSRELATIONSHIP BETWEEN USERSFormation of a Customer-Vendor ContractYou acknowledge and agree that if you agree with another User to the terms of, and to the performance of, an Assignment, then a business relationship and a legally binding contract (a “Customer-Vendor Contract”) is formed between you and the other User with respect to that Assignment. Unless the Customer and the Vendor expressly agree otherwise, each CustomerVendor Contract would automatically include all of the relevant terms and conditions of this Agreement (including this Section 8) applicable to Assignments and to the relationship between Customers and Vendors. The Customer-Vendor Contract would also include such other terms and conditions as the Customer and the Vendor may agree upon, to the extent they do not conflict with the terms of this Agreement. Nothing that you and another User agree upon will modify KANU’s rights, or your obligations to KANU, under this Agreement. You acknowledge and agree that KANU is not a party to any Customer-Vendor Contract. Under no circumstances will the formation of a Customer-Vendor Contract create an employment or other relationship between KANU and a Vendor or between the Customer and the Vendor, nor will the formation of a Customer-Vendor Contract create a partnership or joint venture between KANU and any User. The relationship between the Customer and the Vendor with respect to an Assignment will be that of independent contractors.The Customer will have the right to determine whether they will be present or not when an Assignment is performed or upon completion. If a Customer elects not to be present when an Assignment is performed and the Customer designates another person (e.g., a roommate, friend, spouse, etc.) to be present when the Assignment is performed or upon completion, then the Customer shall be deemed to have appointed that person to act as their agent and the Vendor may take and follow direction from that person, as if such direction was given by the Customer to the Vendor.The Customer and the Vendor shall comply with this Agreement in the formation of a Customer-Vendor Contract and shall comply with the Customer-Vendor Contract and this Agreement in connection with the performance of, and payment for, an Assignment.Use of HelpersThe Vendor shall not, without the Customer’s consent, use assistants, helpers, subcontractors or other personnel (each a “Helper”) to assist Vendor in the performance of an Assignment, unless agreed upon in advance by the Customer. Prior to having a Helper assist in the performance of an assignment, the Vendor shall ensure that the Helper understands the terms and conditions of the Customer-Vendor Contract and this Agreement and agrees to be legally bound thereby. Vendor shall be jointly and severally liable with their Helpers for their Helpers acts and omissions in the performance of an Assignment, and the Vendor shall be jointly and severally liable with their Helpers for any breach of this Agreement or a Customer-Vendor Contract by their Helpers. The Vendor shall be solely responsible for all compensation, benefits and expenses of Helpers, if any, and for all required and applicable state and federal income tax withholdings as to the Vendor and all Helpers engaged by the Vendor in the performance of an Assignment.Financial Terms of Service ContractsThe amount of and timing for payments from a Customer to a Vendor will be as agreed upon by the Customer and the Vendor as part of the Customer-Vendor Contract. Unless the Customer and Vendor agree otherwise, payment will be due in full upon completion of an Assignment. Payments will be made directly from the Customer to the Vendor using the method agreed upon between the Customer and the Vendor. For example, the Customer and the Vendor may agree that payment is to be made in cash, or through a peer-to-peer payment service, such as Venmo, by credit card or by another payment method. Unless the Customer and the Vendor otherwise agree, payment shall be made in cash. KANU will have no involvement in the payment or collection of fees or expenses for Assignments.The Vendor is solely responsible (a) for all tax liability associated with payments received from Customers, and (b) for obtaining any liability, health, workers’ compensation, disability, unemployment, automobile, or other insurance needed, desired, or required by Applicable Law. You acknowledge and agree that you are not covered by or eligible for any insurance from KANU.Disputes Among UsersKANU shall have no liability for, or responsibility with respect to, any disputes between or among Users concerning a Customer-Vendor Contract, the performance of an Assignment, payments related to Assignments or any other matters between or among Users. You acknowledge and agree that KANU will not, and will have no obligation to, provide any assistance in resolving any such dispute.10. ACCEPTABLE USE AND PROHIBITED ACTIVITIESYou will only use KANU Platform as permitted by this Agreement. Without limiting the foregoing, you will observe the following rules:
  • Abusive Behavior : You will not abuse, stalk, harass, threaten, intimidate, defame, mislead or violate the legal rights of others. You will not publish, post, upload, distribute or disseminate any offensive, profane, defamatory, obscene, harmful or unlawful materials, including, but not limited to, content that advocates, endorses, condones or promotes racism, bigotry, hatred or physical harm of any kind against any individual or group of individuals. You will not use ethnic, racial or religious slurs against any person or group. You will not contact any person who has requested no further contact. You will not upload content that provides materials or access to materials that exploit people in an abusive, violent or sexual manner.
  • Privacy : You will not violate the privacy rights of any person. You will not collect or disclose any personal address, social security number, or other personally identifiable information without each holder’s written permission. You will not cooperate in or facilitate identity theft.
  • Intellectual Property : You will not infringe upon or otherwise violate the copyrights, trademarks, trade secrets, or other intellectual property rights of any person or entity. You will not reproduce, publish, or disseminate software, audio recordings, video recordings, photographs, articles, or other works of authorship without the written permission of the copyright holder.
  • Hacking, Viruses, & Network Attacks : You will not access any computer or communications system without authorization, including the computers used to provide the KANU Platform. You will not attempt to penetrate or disable any security system. You will not intentionally distribute a computer virus, launch a denial of service attack, or in any other way attempt to interfere with the functioning of any computer, communications system, or website. You will not attempt to access or otherwise interfere with the Accounts of other Users.
  • Spam : You will not send bulk unsolicited messages or bulk uploads or postings (“Spam”) or sell or market any product or service advertised by or connected with Spam. You will not facilitate or cooperate in the dissemination of Spam in any way.
  • Fraudulent Behavior : You will not issue fraudulent offers to sell or buy products, services, or investments. You will not impersonate another person or a User or allow any other person or entity to use your identification to post or view comments You will not mislead anyone about the details or nature of a an actual or proposed Assignment. You will not commit fraud in any other way. You will not register under different usernames or identities after your Account has been suspended or terminated, or register under multiple usernames or false identities, or register using a false or disposable email or phone number
  • Violations of Law : You will not violate any law. You will not download any file posted by another User that a User knows, or reasonably should know, cannot be legally distributed through the KANU Platform.
  • Violation by Others : You will not solicit or cause others to engage in, or assist others in in engaging in, any of the above restricted activities.
11. PRIVACYKANU’s collection and use of personal information in connection the use of the KANU Platform is set forth in KANU’s Privacy Policy located at http://kanu.us/admin/policies, which is incorporated herein by reference.12. PROPRIETARY RIGHTSYou acknowledge and agree that the KANU Platform, the content posted by KANU and all related copyrights, trademarks, trade dress, patents, trade secrets and other proprietary rights are owned exclusively by KANU, its affiliates and their respective licensors and are protected by federal, state and common law intellectual property laws. You shall not modify, remove, delete, transmit, transfer or sell, create derivative works from, or in any way exploit any such content, in whole or in part, whether yourself or by assisting others to do any of the foregoing. Except as expressly permitted under U.S. copyright law, you may not upload, post, reproduce or distribute in any way content protected by copyright, or other proprietary right, without first obtaining permission of the owner of the copyright or other propriety right.The names [KANU, “we”, “us” and “our”] and the logos, designs, trademarks and other indicia of source (“KANU Marks”) are trademarks and trade dress owned exclusively by KANU or its affiliates. Your limited license to use the KANU Platform does not include any right to use the KANU Marks or content in any manner without KANU’s prior written authorization. Without limiting the foregoing, you may not use any KANU Mark or any similar name or mark in any way that is likely to cause confusion among consumers or is disparaging or defamatory in any way.COPYRIGHT COMPLAINTS AND COPYRIGHT AGENTKANU respects the intellectual property of others, and expects Users to do the same. If you believe, in good faith, that any materials provided on or in connection with the KANU Platform infringe upon your copyright or other intellectual property right, please send the following information to KANU’s copyright agent at: 86 Prospect St., East Greenwich, RI 02818 or to andrew@kashman.biz :
  • a description of the copyrighted work that you claim has been infringed, including the URL (Internet address) or other specific location on the KANU Platform where the material you claim is infringed is located. Include enough information to allow KANU to locate the material, and explain why you think an infringement has taken place;
  • if applicable, a description of the location where the original or an authorized copy of the copyrighted work exists – such as the URL (Internet address) where it is posted or the publication in which it has been published;
  • your name, address, telephone number, e-mail address and user name;\
  • a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
  • a statement by you, made under penalty of perjury, that the information in your notice is accurate, and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and
  • an electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.
13. THIRD-PARTY APPS/CONTENT AND THIRD-PARTY ACCOUNTSThe KANU Platform may contain links to third-party apps, sites, materials, content, information, products or services that are not owned or controlled by KANU (“Third-Party Apps/Content”). Your interactions with such Third-Party Apps/Content, and any other terms, conditions, warranties or representations associated with such interactions, are solely between you and such organizations and/or individuals. KANU does not endorse or assume any responsibility for any such Third-Party Apps/Content or their access to or use by any UserIf you access Third-Party Apps/Content or share your information or any User Content on or through the use of any Third-Party Apps/Content you do so at your own risk, and you understand that this Agreement and KANU’s Privacy Policy do not apply to your use of such Third-Party Apps/Content. When accessing Third-Party Apps/Content you should carefully review the applicable terms and policies, including, without limitation, privacy and data gathering practices, of such Third Party App. KANU expressly disclaims any liability arising in connection with your use and/or viewing of any Third-Party Apps/Content. You hereby agree to hold KANU harmless from any liability that may result from the use of Third-Party Apps/Content.If KANU includes functionality in the KANU Platform, you may be able to link your Account with online accounts you may have with third party service providers, such as Facebook (each such account, a “Third-Party Account”) by either: (i) providing your Third-Party Account login information through the KANU Platform; or (ii) allowing KANU to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE VENDORS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD PARTY SERVICE VENDORS.14. DISCLAIMER OF WARRANTIESThe KANU Platform may contain links to third-party apps, sites, materials, content, information, products or services that are not owned or controlled by KANU (“Third-Party Apps/Content”). Your interactions with such Third-Party Apps/Content, and any other terms, conditions, warranties or representations associated with such interactions, are solely between you and such organizations and/or individuals. KANU does not endorse or assume any responsibility for any such Third-Party Apps/Content or their access to or use by any UserIf you access Third-Party Apps/Content or share your information or any User Content on or through the use of any Third-Party Apps/Content you do so at your own risk, and you understand that this Agreement and KANU’s Privacy Policy do not apply to your use of such Third-Party Apps/Content. When accessing Third-Party Apps/Content you should carefully review the applicable terms and policies, including, without limitation, privacy and data gathering practices, of such Third Party App. KANU expressly disclaims any liability arising in connection with your use and/or viewing of any Third-Party Apps/Content. You hereby agree to hold KANU harmless from any liability that may result from the use of Third-Party Apps/Content.If KANU includes functionality in the KANU Platform, you may be able to link your Account with online accounts you may have with third party service providers, such as Facebook (each such account, a “Third-Party Account”) by either: (i) providing your Third-Party Account login information through the KANU Platform; or (ii) allowing KANU to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE VENDORS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD PARTY SERVICE VENDORS.YOU ACKNOWLEDGE AND AGREE THAT YOU ACCEPT THE KANU PLATFORM “AS IS” AND AS AVAILABLE, WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (a) KANU HAS NO OBLIGATION TO INDEMNIFY OR DEFEND YOU AGAINST CLAIMS RELATED TO INFRINGEMENT OF INTELLECTUAL PROPERTY; (b) KANU DOES NOT REPRESENT OR WARRANT THAT THE KANU PLATFORM WILL PERFORM WITHOUT INTERRUPTION OR ERROR; (c) KANU DOES NOT REPRESENT OR WARRANT THAT THE KANU PLATFORM IS SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION OR THAT YOUR PERSONAL INFORMATION WILL REMAIN PRIVATE OR SECURE; (d) KANU DISCLAIMS ANY REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE KANU PLATFORM OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE KANU PLATFORM; AND (e) KANU ASSUMES NO LIABILITY OR RESPONSIBILITY IN CONTRACT, WARRANTY OR IN TORT FOR ANY PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE KANU PLATFORM.SOME JURISDICTIONS MAY NOT ALLOW FOR ALL OF THE FOREGOING LIMITATIONS ON WARRANTIES, SO TO THAT EXTENT, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.15. LIMITATION OF LIABILITYKANUSHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISINGOUT OF: (a) YOUR USE OF OR RELIANCE ON THE KANU PLATFORMOR YOUR INABILITY TO ACCESS OR USE THE KANU PLATFORM; OR (b) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY OTHER USER OR THIRD PARTY, EVEN IF KANUHAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ACKNOWLEDGE AND AGREE THAT(i)SOME ASSIGNMENTS MAY REQUIRE AVENDORTO HAVE SPECIALIZED SKILL OR KNOWLEDGE OR TO MEET LICENSING OR OTHER REQUIREMENTS UNDER APPLIABLE LAW, AND (ii)THAT KANU DOES NOT VERIFY, AND KANU HAS NO OBLIGATION TO VERIFY, WHETHER VENDORS MEET THE APPLICABLE REQUIREMENTS. YOU ACKNOWLEDGE AND AGREE THAT KANUHAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY GOODS OR SERVICES PROVIDED TO YOU BY VENDORSOR THIRD PARTIES.IN NO EVENT WILL KANUBE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY ORPUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR YOUR USE OF THE KANU PLATFORM.THIS LIMITATION OF LIABILITY APPLIES: (a) TO LIABILITY FOR NEGLIGENCE; (b) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (c) EVEN IF KANUIS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (d) EVEN IF YOUR REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE.YOU ACKNOWLEDGE AND AGREE THAT KANUISNOT LIABLE TO YOU OR TO ANY THIRD-PARTY FOR ANY DEFAMATORY, OFFENSIVE, INFRINGING, OR ILLEGAL CONDUCT OR MATERIAL FOUND ON OR IN CONNECTION WITH OR TRANSMITTED THROUGH THE KANU PLATFORM, INCLUDING, WITHOUT LIMITATION, SUCH CONDUCT OR MATERIAL TRANSMITTED BY ANY MEANS BY ANY OTHER PERSON.THE LIMITATIONS AND DISCLAIMER IN THIS SECTION DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW. SOME JURISDICTIONS MAYNOT ALLOW THE EXCLUSION OF OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, AND IN SUCH JURISDICTIONS, KANU’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. THIS PROVISION SHALL HAVE NO EFFECT ON KANU’S CHOICE OF LAW PROVISION SET FORTH BELOW.16. RELEASETHE KANU PLATFORM IS ONLY A TOOL FOR CONNECTING USERS. BECAUSE KANU IS NOT A PARTY TO OR OTHERWISE INVOLVED IN THE SERVICE CONTRACT BETWEEN USERS OR IN THE PERFORMANCE OF ASSIGNMENTS, IN THE EVENT THAT YOU HAVE A DISPUTE WITH ONE OR MORE USERS, YOU HEREBY RELEASE KANU AND AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS FROM ANY AND ALL CLAIMS, DEMANDS, DAMAGES, EXPENSES, LOSSES, GOVERNMENTAL OBLIGATIONS, SUITS AND/OR CONTROVERSIES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTE.TO THE EXTENT APPLICABLE, YOU HEREBY WAIVE THE PROTECTIONS OF CALIFORNIA CIVIL CODE § 1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION), WHICH READS AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”17. INDEMNIFICATIONYou agree to indemnify and hold KANU and its affiliates and their respective officers, directors, employees, and agents harmless against any third party (including another User) claim, suit, or proceeding arising out of or related to: (i) your use of the KANU Platform or services or goods obtained or provided through your use of the KANU Platform; (ii) your actual or alleged breach or violation of this Agreement; (iii) allegations of infringement or violation of third party intellectual property, privacy or publicity rights by content or information submitted to or transmitted through the KANU Platform from your Account; (iv) allegations that use of the KANU Platform through your Account harasses, defames, or defrauds a third party; or (v) allegations that use of the KANU Platform through your Account otherwise violates the rights of any third party, including another User.18. TERMINATION AND SUSPENSIONKANU and you may each terminate this Agreement for any reason at any time, with or without cause. You may terminate this Agreement by closing your Account. KANU may terminate by notifying you in writing, including via email or text to your mobile device, and closing your Account.KANU may terminate, suspend or limit your right to use the KANU Platform, with or without notice to you, in the event that KANU is investigating or believe that you have breached any provision of this Agreement. KANU will endeavor to notify you in writing, including via email or text to your mobile device, prior to, contemporaneously with or promptly after any such termination or limitation of your right to use the KANU PlatformIf KANU terminates, suspends or limits your right to use the KANU Platform pursuant to this Section 18, you shall not register or create a new Account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party.Even after your right to use the KANU Platform is terminated, suspended or limited, this Agreement will remain enforceable against you. KANU reserves the right to take appropriate legal action, including but not limited to pursuing an injunction or arbitration in accordance with Section 20 of this Agreement.All parts of this Agreement which by their nature should survive the expiration or termination of this Agreement shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement.19. MODIFICATION AND DISCONTINUANCE OF THE KANU PLATFORMKANU reserves the right to modify or discontinue, temporarily or permanently, all or any portion of the KANU Platform at its sole discretion without notice to you, and KANU will have no liability to you for any harm resulting from any such modification or discontinuance of the KANU Platform in whole or in part.20. DISPUTES BETWEEN YOU AND KANU20.1 Right to Opt Out of the Arbitration ProvisionsYou may opt out of the mandatory arbitration provisions contained in this Section 20.1 (sometimes referred to as the “Arbitration Provisions”) by notifying KANU in writing within 30 days of the date you first open an Account on the KANU Platform. To opt out, you must send a written notification to KANU at: 86 Prospect St that includes (a) your Account username, (b) your name, (c) your address, (d) your telephone number, (e) your email address, and (f) a statement indicating that you wish to opt out of the Arbitration Provision. Alternatively, you may send this written notification to andrew@kashman.biz. Opting out of mandatory arbitration will not affect any other terms of this Agreement.Failure to opt out as provided in this Section 20.1, constitutes mutual acceptance of the Arbitration Provisions by you and KANU. You have the right to consult with counsel of your choice concerning this Agreement and the Arbitration Provisions.You and KANU agree that if you opt out of the Arbitration Provisions, then any dispute between you and KANU that cannot be resolved amicably shall be resolved in the state or federal courts located with the geographic area comprising the Eastern District of Pennsylvania. You and KANU each irrevocably waive to the fullest extent permitted by law any objection that they may now or hereafter have to the laying of venue of any such action or proceeding in such courts and any claim that any such action or proceeding brought in any such court has been brought in an inconvenient forum. YOU FURTHER IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE TO TRIAL BY JURY IN ANY SUCH DISPUTE, ACTION, OR PROCEEDING.20.2 Binding ArbitrationUnless you have opted out of the Arbitration Provisions pursuant to Section 16,1, you agree that any dispute, claim or controversy arising out of or relating to (a) this Agreement or the existence, breach, termination, enforcement, interpretation or validity thereof, or (b) your access to or use of the KANU Platform, at any time, whether before or after the date you agreed to this Agreement, whether arising in tort, as a breach of contract claim, or under any other legal theory will be settled by binding arbitration between you and KANU, and not in a court of law.You acknowledge and agree that you and KANU are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Unless both you and KANU otherwise agree in writing, any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated, or representative proceeding. However, you and KANU each retain the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights.20.3 Arbitration Rules and Governing LawThe arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the AAA’s Consumer Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by these Arbitration Provisions.The arbitrator (“Arbitrator”), and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of these Arbitration Provisions, including any claim that all or any part of these Arbitration Provisions are void or voidable. The Arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether this Agreement, or any terms or conditions set forth herein, are unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel.Notwithstanding any choice of law or other provision in this Agreement, KANU and you acknowledge and agree that these Arbitration Provisions evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”), will govern its interpretation and enforcement and proceedings pursuant thereto. It is the intent of the parties that the FAA and AAA Rules shall preempt all state laws to the fullest extent permitted by law. If the FAA and AAA Rules are found to not apply to any issue that arises under these Arbitration Provisions or the enforcement thereof, then that issue shall be resolved under the laws of the Commonwealth of Pennsylvania.20.4 ProcessA party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration - Consumer Arbitration Rules at www.adr.org or by calling the AAA at 1-800-778-7879). The Arbitrator will be either (1) a retired judge or (2) an attorney specifically licensed to practice law in the Commonwealth of Pennsylvania and will be selected by the parties from the AAA's roster of consumer dispute arbitrators. If the parties are unable to agree upon an Arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the Arbitrator in accordance with the AAA Rules.20.5 Location and ProcedureUnless you and KANU otherwise agree, the arbitration will be conducted in Philadelphia, Pennsylvania. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and KANU submit to the Arbitrator, unless you request a hearing or the Arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the Arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.20.6 Arbitrator's DecisionThe Arbitrator will render an award within the time frame specified in the AAA Rules. Judgment on the arbitration award may be entered in any court having competent jurisdiction to do so. The Arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim. An Arbitrator’s decision shall be final and binding on all parties. An Arbitrator’s decision and judgment thereon shall have no precedential or collateral estoppel effect. If you prevail in arbitration you will be entitled to an award of attorneys' fees and expenses, to the extent provided under Applicable Law. KANU will not seek, and hereby waives all rights KANU may have under Applicable Law to recover, attorneys' fees and expenses if KANU prevails in arbitration.20.7 Costs and FeeThe costs and fees for the Arbitration shall be paid in accordance with the AAA Rules.20.8 ChangesNotwithstanding the provisions in [Section 20.8], regarding consent to be bound by amendments to this Agreement, if KANU changes these Arbitration Provisions after the date you first agreed to this Agreement (or to any subsequent changes to this Agreement), you may reject any such change to the Arbitration Provisions by providing KANU written notice of such rejection within 30 days of the date such change became effective, as indicated in the “Effective” date above. To reject the change to the Arbitration Provisions, you must timely send a written notification to KANU at: [Address] that includes (a) your Account username, (b) your name, (c) your address, (d) your telephone number, (e) your email address, and (f) a statement clearly indicating your intent to reject changes to these Arbitration Provisions. Alternatively, you may send this written notification to [email address]. By rejecting changes, you are agreeing that you will arbitrate any dispute between you and KANU in accordance with the provisions of these Arbitration Provisions as of the date you first agreed to this Agreement (or to any subsequent changes to this Agreement). Rejecting the revised Arbitration Provisions will not affect any other terms of this Agreement. Failure to provide such notice constitutes mutual acceptance of the changes to the Arbitration Provisions by you and KANU. Unless material changes are made to the Arbitration Provisions, the making of changes to this Agreement does not create a renewed opportunity for you to opt out of arbitration.If you opted out of the Arbitration Provisions pursuant to Section 20.8 when you first established your Account, then you will not be bound by the Arbitration Provisions or any changes to the Arbitration Provisions.20.9 Rules and Governing LawIf any portion of these Arbitration Provisions are found to be unenforceable or unlawful for any reason, (a) the unenforceable or unlawful provision shall be severed from this Agreement; (b) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of these Arbitration Provisions or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to these Arbitration Provisions; and (c) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.20.10 Equitable ReliefNotwithstanding the above, or any other provision in this Agreement to the contrary, nothing in this Agreement shall prohibit KANU from seeking equitable relief against you, including seeking a temporary restraining order or a preliminary or permanent injunction in connection with your breach of this Agreement.21. NOTICES AND CONSENT TO RECEIVE NOTICES ELECTRONICALLYYou consent to receive any agreements, notices, disclosures and other communications (collectively, “Notices”) to which this Agreement refers electronically including without limitation by e-mail or by posting Notices on KANU’s website or otherwise through the KANU Platform. You agree that all Notices that KANU provides to you electronically satisfy any legal requirement that such communications be in writing. Unless otherwise specified in this Agreement, all notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or email; or the day after it is sent, if sent for next day delivery by a recognized overnight delivery service.If you have any questions about this Agreement or about the KANU Platform, please contact us by email at andrew@kashman.biz or by mail to 86 Prospect St., East Greenwich, RI 02818.22. GENERAL PROVISIONSThis Agreement will be construed under and governed by substantive laws of the Commonwealth of Pennsylvania, without reference Pennsylvania’s choice of law rules. Failure by KANU to enforce any provision of this Agreement will not be construed as a waiver of that or any other provision or right. This Agreement constitutes the complete and exclusive agreement between you and KANU with respect to its subject matter, and supersedes and governs any and all prior agreements or communications. None of the terms of this Agreement are enforceable by any persons who are not a party to this Agreement. The provisions of this Agreement are intended to be interpreted in a manner which makes them valid, legal, and enforceable. In the event any provision is found to be partially or wholly invalid, illegal or unenforceable, (a) such provision shall be modified or restructured to the extent and in the manner necessary to render it valid, legal, and enforceable or, (b) if such provision cannot be so modified or restructured, it shall be excised from the Agreement without affecting the validity, legality or enforceability of any of the remaining provisions. This Agreement may not be assigned or transferred by you without KANU’s prior written approval. We may assign or transfer this Agreement without your consent, including but not limited to assignments (i) to a parent or subsidiary, (ii) to an acquirer of assets, or (iii) to any other successor or acquirer. Any assignment by you in violation of this Section 18 shall be null and void. This Agreement will inure to the benefit of KANU, its successors and assigns.