KITSU, INC.
TERMS AND CONDITIONS OF USE

Version 1.0, December 1, 2016

Welcome to the Kitsu community! These terms and conditions of use set forth the basic rules and understandings that apply to your access to, and use of, the Kitsu platform and community, including, but not limited to, access to Kitsu proprietary content, the community feeds, including without limitation, activity feeds, status updates, social sharing and networking features, user generated content sharing, and our recommendation engine (collectively, such content and services, together with the underlying Kitsu platform, are referred to herein as the "Kitsu Services"), and all provided by Kitsu, Inc. ("Kitsu"). Access to Kitsu Services, however accessed, are all offered to you, the individual user, by Kitsu subject strictly to the terms and conditions set forth below.

PLEASE READ THIS DOCUMENT CAREFULLY! THESE TERMS AND CONDITIONS OF USE AND THE KITSU PRIVACY POLICY INCORPORATED BY REFERENCE HEREIN (TOGETHER, THE "TERMS OF USE") GOVERN YOUR ACCESS AND USE OF THE KITSU SERVICES INCLUDING IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU. PLEASE PRINT OUT A COPY OF THESE TERMS OF USE TO KEEP FOR YOUR OWN RECORDS. THE MOST CURRENT VERSIONS OF THESE TERMS IS AVAILABLE FROM THE TERMS PAGE ON THE KITSU WEBSITE.

By accessing and/or using any of the Kitsu Services, you (the "User" or "you") acknowledge your legally binding acceptance of and agreement to these Terms of Use, including the Kitsu Privacy Policy. If you do not agree to these Terms of Use, you are not authorized to access or use the Kitsu Services and should discontinue any use of the Kitsu platform, content, and all other Kitsu Services.

Kitsu reserves the right to change or modify these Terms of Use from time to time. Any changes to the Terms of Use will be in writing and you will be notified of any material changes. The date of the latest changes will be indicated at the top of the document. You are advised to check the Terms of Use periodically for updates. Continued use of Kitsu Services following the posting of changes will mean that you agree to be bound by such changes.

ARBITRATION NOTICE: UNLESS YOU OPT-OUT AND/OR EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND KITSU, INC. WILL BE RESOLVED BY MANDATORY, BINDING ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

1. GENERAL TERMS

1.1 Licenses. Subject to the terms and conditions of this Agreement, Kitsu hereby grants to you a personal, fully revocable, non-transferable and non-exclusive license to access and use the Kitsu Services. Access to Kitsu Services, including without limitation Kitsu content, through any means other than the Kitsu platform or such other means of accessing the Kitsu Services as may be specifically authorized by Kitsu from time to time. Kitsu reserves the right to refuse access to the Kitsu Services to anyone for any reason at any time.

1.2 Not Intended for Children Age of 13 or Under. Kitsu offers the Kitsu Services mainly for the use of individuals who are over the age of 13. Content made available through Kitsu Services may not always be age appropriate for children.

1.3 Kitsu Content. You may not, under any circumstances, make commercial use of, copy, access or otherwise use Kitsu content available through the Kitsu Services (excepting User Content as discussed below, the “Kitsu Content”) separate or apart from your use of Kitsu Services, whether to create a derivative work of all or any part of the Kitsu Content or otherwise. Additionally, by way of example, and not limitation, unless expressly authorized under these Terms of Use, you may not sublicense, alter, adapt, transmit, publicly perform or display, distribute, customize, modify, add to, delete from, create derivative works based upon any portion of the Kitsu Content, copy, screen capture, counterfeit or paste content available through Kitsu Content to any other website or web page. Kitsu does not claim ownership of content that you post on or through Kitsu Services (“User Content”). Such User Content is more specifically addressed in Section 1.8 below. Kitsu Content available through Kitsu Services includes content owned or licensed by Kitsu. All Kitsu Content included on this site in or made available through any Kitsu Service, such as text, graphics, logos, button icons, images, audio clips, video clips, digital downloads, data compilations, and software, is the property of Kitsu or its content suppliers and protected by United States and international copyright laws. The compilation of all content included in or made available through any Kitsu Service is the exclusive property of Kitsu and protected by U.S. and international copyright laws. Without Kitsu's prior written consent, you may not, and may not permit others to: (a) modify or create any derivative works of the Kitsu Content or its components; (b) sell, distribute or otherwise make available the Kitsu Services or components thereof, or this license, in any way; or (c) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Kitsu Services or Kitsu Content. You acknowledge and agree that modification of the Kitsu Content or use of the Kitsu Content for any other purpose is a violation of Kitsu’s, our licensors' and suppliers' and possibly other third parties' copyright and proprietary rights. You agree to use the Kitsu Services only for purposes which are lawful in applicable national and local jurisdictions and all subdivisions thereof. If you violate any provision of these Terms of Use, your permission to use and access the Kitsu Services automatically terminates and you must immediately cease use of the Kitsu Services. Any other use or exploitation of the Kitsu Services, including without limitation the Kitsu Content, is strictly prohibited. You agree not to interrupt, or attempt to interrupt, the operation of the Kitsu Services in any way.

1.4 Software. Kitsu, or its suppliers, licensors or vendors, holds all copyrights in the software used in Kitsu Services pursuant to United States and international copyright laws. Kitsu’s software is licensed under open source licenses. Please see github.com/hummingbird-me for more information.

1.5 Kitsu Brand Materials. The Kitsu name and logo are trademarks and/or service marks of Kitsu and may not be copied, imitated or used, in whole or in part, without the prior written permission of Kitsu, except to the extent Kitsu publishes brand use guidelines on Kitsu’s web site from time to time.

1.6 Disclaimer; Nature of Services. THE KITSU SERVICES, INCLUDING, WITHOUT LIMITATION, SOFTWARE AND KITSU CONTENT, IS PROVIDED ON AN "AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER KITSU NOR ITS EMPLOYEES, MANAGERS, OFFICERS, AGENTS, LICENSORS, OR SUPPLIERS (COLLECTIVELY, THE "KITSU PARTIES") MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO: (A) ANY SOFTWARE USED IN KITSU SERVICES; (B) THE KITSU SERVICES; (B) THE KITSU CONTENT; (C) USER CONTENT; OR (D) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO, OR FROM, KITSU OR VIA THE KITSU SERVICES. IN ADDITION, THE KITSU PARTIES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS. NOTHING HEREIN SHALL BE CONSTRUED AS A WARRANTY OF COMPATIBILITY WITH ANY PARTICULAR MOBILE/COMPUTING DEVICE, OPERATING SYSTEM, OR OTHER SOFTWARE RESIDENT ON YOUR DEVICE.

THE KITSU PARTIES DO NOT REPRESENT OR WARRANT THAT THE KITSU SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SOFTWARE OR THE SERVER(S) THAT MAKES THE KITSU SERVICES AVAILABLE IS FREE FROM ANY HARMFUL COMPONENTS, INCLUDING, WITHOUT LIMITATION, VIRUSES. THE KITSU PARTIES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS) ON THE KITSU SERVICES IS TRUE, VALID, ACCURATE, COMPLETE, OR USEFUL. YOU ACKNOWLEDGE THAT YOUR USE OF THE KITSU SERVICES IS AT YOUR SOLE RISK AND YOU EXPRESSLY ASSUME AND HEREBY EXPRESSLY RELEASE THE KITSU PARTIES FROM ALL LIABILITY, IN TORT, CONTRACT OR OTHERWISE, INCURRED IN CONNECTION WITH THE USE OF THE KITSU SERVICES. THE KITSU PARTIES DO NOT WARRANT THAT YOUR USE OF THE KITSU SERVICES IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND THE KITSU PARTIES SPECIFICALLY DISCLAIM SUCH WARRANTIES.

BY ACCESSING OR USING THE SERVICE YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE SERVICE.

IN NO EVENT SHALL KITSU BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE KITSU SERVICES OR WITH THE DELAY OR INABILITY TO USE THE KITSU SERVICES, EVEN IF KITSU HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. Kitsu makes no warranties, express or implied, that the use of the Kitsu Services does not infringe any patent or copyright of any third party.

1.7 Registration. While there are certain features and functions available to all visitors to the Kitsu website, in order to access or use the full functionality available through Kitsu Services, you will be required to create a registered Kitsu account.

1.7.1 Username/Password. When you create your registered Kitsu account, you will be asked to create a username and password (combined, the “User Identity”). You shall hold and secure any such User Identity as strictly confidential. Third parties with knowledge of your User Identity can gain access to your account information and may be able to post User Content and take other actions for which you will be held accountable and liable. Kitsu is entitled to, and will, assume that any person using the Kitsu Services under your User Identity is you and will hold you liable and responsible for all actions, statements, and/or purchases made under your User Identity. Kitsu shall not be responsible whatsoever in the event that your User Identity is used by an unauthorized entity or misappropriated by a third party. We reserve the right to refuse or reject any username for any reason and/or force forfeiture of any username at any time for any reason.

1.7.2 If you provide any information that is untrue, inaccurate, not current or incomplete, Kitsu has the right to suspend or terminate your account and refuse any and all current or future use of the Kitsu Services (or any portion thereof).

1.8 Posted Materials. ANY COMMUNICATION OF MATERIAL YOU TRANSMIT TO KITSU VIA THE KITSU SERVICE, OR OTHERWISE BY UPLOAD, POSTING, ELECTRONIC MAIL OR OTHERWISE, INCLUDING ANY IMAGE, VIDEO, MULTIMEDIA, DATA, QUESTIONS, COMMENTS, SUGGESTIONS OR THE LIKE IS, AND WILL BE TREATED AS, NON-CONFIDENTIAL AND NON-PROPRIETARY. Except as expressly set forth below or in our Privacy Policy, anything you transmit or post may be used by Kitsu for any purpose, including, but not limited to, reproduction, disclosure, transmission, publication, broadcast and posting. Furthermore, Kitsu is free to use any ideas, concepts, know-how, or techniques contained in any communication you send to Kitsu for any purpose whatsoever, including, but not limited to, developing, manufacturing, and marketing products using such information without incurring any obligation whatsoever to you, and by sending such communication, you waive all your rights thereto. You agree that you are solely responsible for all data charges you incur in the use of the Kitsu Services, including without limitation data charges incurred in uploading images or other User Content from a mobile device to the Kitsu Services using a cellular data connection.

1.8.1. User Content. Kitsu does not claim ownership of any images, compilations, commentary or annotations to content, messages to other users, or other material that you transmit, post, upload, create, or generate on or through Kitsu Services (“User Content”). However, by transmitting, posting, uploading, creating or generating such User Content on or through Kitsu Services, you automatically grant to Kitsu a world-wide, royalty-free, sublicensable, perpetual, irrevocable, non-exclusive, transferable right and license to use, reproduce, modify, adapt, publish, edit, translate, distribute, publicly perform, display and otherwise exploit such material, including, but not limited to, all rights in copyright to such material and all elements thereof alone or as part of other works, throughout the universe, in perpetuity, in any form, media, or technology, whether now known or hereafter devised, and to sublicense such rights through multiple tiers of sublicenses, all without any obligation to you or any third parties, whether by way of compensation, attribution or otherwise. You agree that Kitsu is not responsible for, and does not endorse, User Content posted within the Kitsu Services. Kitsu does not have any obligation to prescreen, monitor, edit, or remove any User Content, however Kitsu may, but has no obligation to, remove, edit, block, and/or monitor User Content or User accounts containing User Content that Kitsu determines in its sole discretion violates these Terms of Use. If your User Content violates these Terms of Use, you may bear legal responsibility for such User Content.

1.8.2 In order to fully participate in the Kitsu community, you will need to make decisions as to the extent to which you share User Content and your activity stream with other Users. User Content may be made available to others pursuant to sharing, group participation, and privacy settings you manage for yourself using functionality provided through Kitsu Services. You acknowledge and agree that you elect to share or publish your User Content through the Kitsu Services at your own risk. While you may elect to remove specific images from your own content/activity stream, you acknowledge and agree that, once you have shared your User Content with other Users, to the extent such other Users reshare your User Content, Kitsu cannot thereafter guarantee that such reshared User Content, or derivative thereof, can be deleted from the Kitsu Services. You are solely responsible for your interaction with other Users of the Kitsu Services, whether online or offline. You agree that Kitsu is not responsible or liable for the conduct of any User. Although we allow you to set privacy options that limit authorized access to your account information and User Content, please take note that no security measures are perfect or impenetrable. We cannot control the actions of other users with whom you may choose to share your User Content. Therefore, we cannot and do not guarantee that your account information or User Content that you may share or publish through Kitsu Services, will not be accessible to the general public or otherwise viewed by unauthorized persons. We are not responsible for circumvention of any privacy settings or security measures we provide. You understand and acknowledge that, even after removal, copies of Profile Information, including without limit your user generated content, may remain viewable in cached and archived pages or if other users have copied or stored all, or parts of, such information.

1.8.3 From time to time, Kitsu may elect to display promotions and advertisements, and you hereby agree that Kitsu may place such promotions and advertising on the Kitsu Services or on, about, or in conjunction with your User Content. The manner, mode and extent of such advertising and promotions are subject to change without specific notice to you. You acknowledge that Kitsu may not always identify aid services, sponsored content, or commercial communications as such.

1.8.4 You represent, warrant, and guarantee that (a) you have the full and unrestricted right to grant the rights to User Content as set forth in Section 1.8.1 above, and that there are no other agreements with any third party in conflict herewith; (b) posting and use of your User Content on or through the Kitsu Services do not violate, misappropriate, or infringe on the rights of any third party, including without limitation, privacy rights, publicity and likeness rights, copyrights, trademark and/or other intellectual property rights; (c) you will follow any and all endorsement, marketing and/or advertising guidelines as may be necessary with respect to your User Content; (d) Kitsu's exercise of its rights granted by you hereunder shall not infringe upon any copyright or any other subsisting right of any third party; (e) you agree to pay for all royalties, fees, and any other monies or obligations owed by reason of User Content you post on or through the Kitsu Services; and (f) you have the legal right and capacity to enter into these Terms of Use in your jurisdiction. You waive any and all so-called "Moral Rights" or similar rights under any jurisdiction, now or hereafter recognized with respect to Kitsu's (or its assignee’s) exercise of its rights hereunder. Moreover, you agree to indemnify and hold Kitsu harmless from and against any and all claims, demands, damages, losses, liabilities and causes of action of any kind or character, made by you or any third party against Kitsu, arising out of or relating to Kitsu’s exercise of such rights to User Content, your publication or transmittal of any materials, or your failure to comply or your alleged failure to comply with these Terms of Use. This defense and indemnification obligation shall survive this Agreement and your use of the Kitsu Services.

1.9 Objectionable Material. You understand that through your use of the Kitsu Services you may encounter content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as such. You agree to use the Kitsu Services at your sole risk and that Kitsu shall have no liability to you for the type of content that you may access, including without limitation content that you may find offensive, indecent, or objectionable.

1.10 Links to Other Sites. Kitsu Services and/or User Content may provide access and/or hyperlinks to other third party sites and content on the Internet. Such third party sites and content so linked have not necessarily been reviewed by Kitsu and are maintained by third parties over which Kitsu exercises no control. Kitsu expressly disclaims any responsibility for the i) content or accuracy of information contained on such linked content; ii) quality of any product or service provided by or advertised in or by any such third party content. Kitsu neither endorses nor makes any representation regarding any linked site, product, service and/or content, and we advise you to assess for yourself the adequacy and appropriateness of any linked site, product, service and/or content for your own purposes. Kitsu expressly disclaims any responsibility for the quality, adequacy, or appropriateness of any product or service provided by or advertised by any linked site.

1.11 No Right To Continued Service. Kitsu reserves the right to amend the Kitsu Services, including without limitation Kitsu Content and/or the interface, functionality and/or operation of the Kitsu platform or the Kitsu Services at any time and without prior notice. At any time without notice, Kitsu may add, delete or disable content, and/or add, delete, disable or modify some or all of the Kitsu Services, at its sole election, and you acknowledge: (1) that you may no longer be able to use aspects of the Kitsu Services to the same extent - or at all - as prior to such change or discontinuation, and (2) that Kitsu shall have no liability to you in such case. In no event will Kitsu be liable for the removal of or disabling of access to any content, materials or functionality. Kitsu may also impose limits on the use of or access to certain features or portions of the content, other aspects or components of the Kitsu Service, in any case and without notice or liability.

2. OWNERSHIP AND INTELLECTUAL PROPERTY

2.1 Ownership. Kitsu is the owner and proprietor of the Kitsu Services. The Kitsu Services, including without limitation the Kitsu Content, and storage, processing and hosting of User Content, as accessed through the Kitsu Services are offered to you by Kitsu for limited use pursuant to these Terms of Use. You agree and acknowledge that you shall not acquire any ownership rights by accessing or downloading Kitsu Content through the Kitsu Services or otherwise.

2.2 Copyright. Unauthorized use of Kitsu Services and/or any material accessed through or contained on the Kitsu Services may violate copyright laws, trademark laws, trade secret laws, the laws of privacy and publicity, and other regulations and statutes. Kitsu Content is owned by Kitsu and/or its licensors, and content providers and are protected by applicable domestic and international copyright laws. The compilation of all Kitsu Content through the Kitsu Services is the exclusive property of Kitsu and protected by U.S. and international copyright laws. Any rights not expressly granted to you herein are reserved. Any violation of copyright laws may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible.

2.3 Trademark. “Kitsu”, the Kitsu logo, and all graphics, logos, page headers, titles, button icons, scripts, service names and other trademarks and service marks on the Kitsu Services are trademarks, trade dress and service marks belonging to Kitsu or its licensors (the "Kitsu Marks"). Kitsu Marks may not be used in connection with any product or service that is not related to Kitsu or the Kitsu Services, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Kitsu or the Kitsu Services. Kitsu Marks may not be copied, imitated or used, in whole or in part, without prior written permission from Kitsu. All other trademarks not owned by Kitsu that appear via the Kitsu Services are the property of their respective owners, who may or may not be affiliated with, connected to, sponsor, or sponsored by Kitsu. Any product, service, or trade name other than those owned by Kitsu that identify a third party as the source thereof may, even if not so indicated, be the service mark or trademark of that respective entity or individual. Any unauthorized use of the Kitsu Marks or any third party trademark is strictly prohibited.

2.4 Complaints; DMCA. If you believe that your trademark, service mark, or copyrightable work of authorship has been copied and/or is being displayed via the Kitsu Service in such a way that would give rise to a claim for misappropriation or infringement, please follow the procedure regarding Notice and Claims:

NOTICE REQUIREMENTS (a) An electronic or physical signature of the person authorized to act on behalf of the owner of the intellectual property interest; (b) A description of the protected mark or copyrighted work that you claim has been infringed upon; (c) A description of the manner in which the material that you claim is infringing is accessed via the Kitsu Services, including any information which would assist Kitsu in identifying and locating that material; (d) Your address, telephone number and e-mail address; (e) A statement by you that you have a good faith belief that the disputed use is not authorized by the owner, its agent, or permissible by law; (f) A statement by you under the penalty of perjury that the information in your notice is accurate that you are the mark holder, copyright owner or authorized to act on such party's behalf.

AGENT FOR CLAIMS
225 Squibbs Rd
Blairsville, PA 15717
E-Mail: [email protected]

3. DISCLAIMER OF WARRANTY; LIMITATION OF LIABILITY

3.1 As with any on-line interaction and electronic communication, there is an inherent risk involved in transmitting any information via the internet. Kitsu does not and cannot guarantee that its system is free from hackers or viruses or that information provided by users to Kitsu will not be stolen or otherwise surreptitiously obtained. Kitsu is not responsible or liable for any infections or contamination of your system or delays, inaccuracies, errors, or omissions arising out of your use of the Kitsu Services. You hereby acknowledge and understand that such risk is inherent in interacting with systems over the internet, and take full responsibility for any harm, danger or damage that ensues due to any such breach in security. Pursuant to these Terms of Use, to the fullest extent permitted by applicable law, Kitsu expressly disclaims any such liability. In addition, you agree to be responsible for obtaining and maintaining all hardware and other equipment needed for access to and use of Kitsu Services and you shall be responsible for all charges related thereto.

3.2 KITSU SERVICES AND KITSU CONTENT ARE PROVIDED FOR ENTERTAINMENT PURPOSES. KITSU DOES NOT ENDORSE ANY PARTICULAR KITSU CONTENT OR USER CONTENT OR ANY OPINION, RECOMMENDATION, OR ADVICE EXPRESSED THEREIN. UNDER NO CIRCUMSTANCES WILL KITSU BE LIABLE IN ANY WAY FOR KITSU CONTENT OR USER CONTENT, INCLUDING BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY KITSU CONTENT OR USER CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY KITSU CONTENT OR USER CONTENT ACCESSED, TRANSMITTED OR OTHERWISE MADE AVAILABLE THROUGH THE KITSU SERVICES. You agree that any claim you may have arising out of or related to your relationship with Kitsu must be filed within one year after such claim arose; otherwise, your claim is permanently barred.

3.3 WITHOUT WAIVING THE EXCLUSIVE GOVERNING LAW CLAUSE BELOW, SOME JURISDICTIONS DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE LIMITATIONS OR EXCLUSIONS SET FORTH IN THIS AGREEMENT MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE LIABILITY OF KITSU, THIRD PARTY CONTENT PROVIDERS, AND THEIR RESPECTIVE AGENTS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. NOTHING CONTAINED IN THESE TERMS OF USE SHALL LIMIT OR EXCLUDE OR PURPORT TO LIMIT OR EXCLUDE ANY LIABILITY WHERE SUCH LIMITATION OR EXCLUSION IS VOID OR UNENFORCEABLE OR OTHERWISE NOT PERMITTED UNDER APPLICABLE LAW.

3.4 Termination. In addition to any other rights of the parties set forth herein, either you or Kitsu may cancel or terminate this Agreement at any time for any, or no reason. You may terminate this Agreement at any time by ceasing use of the Kitsu Services, and all components of the Kitsu Services. If Kitsu terminates this Agreement for your material breach, Kitsu reserves the right to suspend or terminate your access to the Kitsu Services to you in the future. If we terminate your access to the Kitsu Services or you elect to deactivate your account, your User Content, including without limitation images, comments, social exchanges, and all other such user data will no longer be accessible through your account (e.g., users will not be able to navigate to your username and view your User Content), but those materials and data may persist and appear elsewhere within the Kitsu Services (e.g., your previous shared posts, if your User Content has been reshared by others). Upon termination, all licenses and other rights granted to you in these Terms of Use will immediately cease. Notwithstanding the expiration or termination of this Agreement by either party, the parties acknowledge and agree that the provisions of Sections 1.3, 1.4. 1.5, 1.8, 1.9, 1.10, 1.12, 1.13, 2, 3 and 5 shall expressly survive such termination or expiration and remain in full force and effect.

3.6 Indemnity. You (and also any third party for whom you operate an account or activity on the Kitsu Services) hereby agree to indemnify, defend and hold harmless Kitsu and its affiliates from and against any and all liability and costs incurred by Kitsu or the affiliates in connection with any claim arising out of (i) any breach or alleged breach of any of your obligations set forth herein; (ii) your User Content or your access to or use of the Kitsu Services; (iii) your violation of any third-party right, including without limitation, any intellectual property right, publicity, confidentiality, property or privacy right; (iv) your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; or (v) any misrepresentation made by you. You shall cooperate as fully as reasonably required in the defense of any claim. Kitsu reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without the written consent of Kitsu.

4. ACCEPTABLE USE POLICY

You may not post violent, nude, partially nude, discriminatory, unlawful, infringing, hateful, pornographic or sexually suggestive photos or other similar content via the Kitsu Services. You agree that you will not sell, transfer, license or assign your Kitsu account, followers, username, or any account rights. With the exception of people or businesses that are expressly authorized to create accounts on behalf of their employers or clients, Kitsu prohibits the creation of and you agree that you will not create an account for anyone other than yourself. You agree that you will not solicit, collect or use the login credentials of other Kitsu users. You must not defame, stalk, bully, abuse, harass, threaten, impersonate or intimidate people or entities and you must not post private or confidential information via the Kitsu Services, including, without limitation, your or any other person's credit card information, social security or alternate national identity numbers, non-public phone numbers or non-public email addresses. You may not use the Kitsu Services for any illegal or unauthorized purpose. You agree to comply with all laws, rules and regulations (for example, federal, state, local and provincial) applicable to your use of the Kitsu Service and your User Content, including but not limited to, copyright laws. You are solely responsible for your conduct and all User Content that you submit, post or display on or via the Kitsu Services. You must not create or submit unwanted email, comments, likes or other forms of commercial or harassing communications (a/k/a "spam") to any Kitsu users. You must not access Kitsu's private API by means other than those permitted by Kitsu. To the extent Kitsu permits the use of Kitsu’s API, such use will be subject to a separate set of terms available upon request. You must not use domain names or web URLs in your username without prior written consent from Kitsu. You must not interfere or disrupt the Kitsu Services or servers or networks connected to the Kitsu Services, including by transmitting any worms, viruses, spyware, malware or any other code of a destructive or disruptive nature. You may not inject content or code or otherwise alter or interfere with the way any Kitsu page is rendered or displayed in a user's browser or device. You may not use data mining, robots, screen scraping, or similar data gathering and extraction tools on this site, except with our express written consent as noted below. You may not frame or utilize framing techniques to obscure any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Kitsu without express written consent. You must not create accounts with the Kitsu Services through unauthorized means, including but not limited to, by using an automated device, script, bot, spider, crawler or scraper. You must not attempt to restrict another user from using or enjoying the Kitsu Services and you must not encourage or facilitate violations of these Terms of Use or any other Kitsu terms. Violation of these Terms of Use may, in Kitsu’s sole discretion, result in termination of your Kitsu account. If you violate the letter or spirit of these Terms of Use, or otherwise create risk or possible legal exposure for Kitsu, we reserve the right to stop providing all or part of the Kitsu Services to you.

5. MISCELLANEOUS

5.1 Full Integration. These Terms of Use, including the Kitsu Privacy Policy incorporated by reference herein, constitute the entire agreement between you and Kitsu related to your access to and use of the Kitsu Services hereunder. No prior or contemporaneous written, oral, and electronic representation, negotiation, or agreement form a part of this agreement, and these Terms of Use, including the Kitsu Privacy Policy, as each may be amended by Kitsu from time to time, supersede all prior written, oral, or electronic agreements between you and Kitsu relating to your access to, and use of, Kitsu Services hereunder.

5.2 Written Agreement. These Terms of Use constitute a written agreement between you and Kitsu. A printed version of these Terms of Use, and of any notice given in electronic form related to this agreement, shall be admissible in judicial or administrative proceedings to the same extent, and subject to the same restrictions, as other business contracts, documents, or records originally generated and maintained in printed form.

5.3 Electronic Form of Agreement. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use.

5.4 Modifications To the Agreement. Kitsu has the right to modify this Agreement and any policies affecting the Kitsu Service, including without limitation the Kitsu Privacy Policy. Any modification is effective immediately upon posting by Kitsu. Your continued use of the Kitsu Services hereunder following notice of any modification to these Terms of Use shall be conclusively deemed an acceptance of all such modification(s). Your only right with respect to any dissatisfaction with any modifications made pursuant to this provision, or any policies or practices of Kitsu in providing the Kitsu Services, including without limitation any change to the Kitsu Content, is to cease using the Kitsu Service.

5.5 Governing Law. You agree with Kitsu that these Terms of Use shall be considered a contract governed by Pennsylvania law and that by clicking to accept these Terms of Use you are entering into a legally binding agreement with Kitsu using electronic signatures pursuant to Pennsylvania law. Any disputes regarding these Terms of Use shall be heard by the state and federal courts located in Allegheny County in the Commonwealth of Pennsylvania, and each party consents to the exclusive jurisdiction of such courts. Kitsu Services, including Kitsu Content, is provided by Kitsu from its facilities in the United States of America. Kitsu makes no representation that Kitsu Services or Kitsu Content are appropriate or available for use in other locations, and access to them from territories where any of the Kitsu Services or Kitsu Content are illegal is prohibited. Those who choose to use and/or access Kitsu Services or Kitsu Content from other locations do so on their own volition and are responsible for compliance with applicable local laws.

5.6 No Waiver. Failure to insist on strict performance of any of the Terms of Use will not operate as a waiver of any subsequent default or failure of performance.

5.7 Severability. If any part of these Terms of Use is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms of Use shall continue in effect.

5.8 Relationship Between the Parties. Nothing contained in these Terms of Use shall be construed to constitute you and Kitsu as partners or joint venturers or to constitute employment or any type of agency.

5.9 Events Beyond Kitsu’s Control. Kitsu will use reasonable efforts to keep the Kitsu Services available for your use; however, Kitsu cannot and will not be responsible for any loss or unavailability of access to Kitsu Services that results from any cause including a cause over which it does not have direct control, including, but not limited to, failure of electronic or mechanical equipment or communication lines, wireless data or other interconnect problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes or other labor problems, wars, or governmental restrictions.

5.10 Descriptive Headings. The headings of the various sections herein are for convenience of reference only and shall not define, limit or otherwise affect any of the terms or provisions hereof.

5.11 Mandatory Aribtration. Unless you opt-out you agree that all disputes between you and Kitsu (whether or not such dispute involves a third party) with regard to your relationship with Kitsu, including without limitation disputes related to these Terms of Use, your use of the Kitsu Services, and/or rights of privacy and/or publicity, will be resolved by binding, individual arbitration under the American Arbitration Association's rules for arbitration of consumer-related disputes and you and Kitsu hereby expressly waive trial by jury. As an alternative, you may bring your claim in your local "small claims" court, if permitted by that small claims court's rules. You may bring claims only on your own behalf. Neither you nor Kitsu will participate in a class action or class-wide arbitration for any claims covered by this Agreement. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person's account, if Kitsu is a party to the proceeding. This dispute resolution provision will be governed by the Federal Arbitration Act. Judgment on the award rendered by the arbitrator shall be issued to both parties in a writing setting forth in reasonable detail the reasoning for the decision and award and such award may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms of Use.

You may opt out of this agreement to arbitrate. If you do so, neither you nor Kitsu can require the other to participate in an arbitration proceeding. To opt out, you must notify Kitsu in writing within 30 days of the date that you first became subject to this arbitration provision. You must use this address to opt out:

Josh Fabian
225 Squibbs Rd
Blairsville, PA 15717

You must include your name and residence address, the email address you use for your Kitsu account, and a clear and specific statement that you want to unconditionally opt out of this arbitration agreement.

If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration section will be null and void. This arbitration agreement will survive the termination of your relationship with Kitsu.

Notwithstanding anything to the contrary set forth above, this Arbitration section shall not apply to disputes relating to: (1) your or Kitsu’s intellectual property (such as trademarks, trade dress, domain names, trade secrets, copyrights and patents); (2) violations of the API Terms; (3) violations of the Acceptable Use Policy; or (4) any dispute in which Kitsu is seeking injunctive or equitable relief to prevent further breaches of these Terms of Use by a User.