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Date of Last Update: September 23, 2015

1.    Introduction and Acceptance

These Terms of Use ("Terms of Use" or "Terms") govern your use of www.ker.com, www.kerx.com, www.microsteed.com, www.equinews.com, shop.kerx.com, shopauker.com (individually, a "Site" and collectively "Sites") and the information, services and content provided by Kentucky Equine Research, Inc. ("KER"), its affiliates, and other third parties through the Sites (collectively, the "Services").  Your use of these Services is subject to the following Terms of Use.
PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SERVICES. BY ACCESSING ANY OF THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS OF USE, WHICH MAY CHANGE FROM TIME TO TIME AS SET FORTH BELOW. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS, DO NOT USE OR ACCESS THE SERVICES.
You agree that these Terms of Use are supported by good and valuable consideration, the receipt and sufficiency of which you hereby acknowledge. Such consideration includes, without limitation, your use of the Services.
In addition to these Terms of Use, we have established a Privacy Policy to explain how we collect and use information through your use of the Services. A copy of this Privacy Policy can be found here: ker.com/privacy-policy and is incorporated by reference into these Terms of Use. By accessing or using the Services, you are also signifying your acknowledgement and agreement to our Privacy Policy.

2.    Amendment to the Terms

We reserve the right, in our sole discretion and at any time and for any reason, to modify or discontinue any aspect or feature of our Services or to modify these Terms of Use. In addition, we reserve the right to provide you with operating rules or additional terms that may govern your use of the Services. Any additional terms that we may provide to you will be incorporated by reference into these Terms of Use. To the extent any additional terms conflict with these Terms of Use, the additional terms will control. Modification to these Terms of Use will be effective immediately upon notice, either by posting on our Site, by notification email, or by presentation of new Terms of Use upon application update or upgrade. It is your responsibility to review the Terms of Use and Sites from time to time for any changes or additional terms. When you access and use of any of the Services following any modification, you are telling us that you accept the modified Terms. If you object to any modification, immediately discontinue use of our Services.

3.    KER Content

"KER Content" includes any data, text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided, collected, assembled, compiled or otherwise made available through the Services to you.  The KER Content, the Services, and the underlying technology are protected by copyright, trademark, patent, intellectual property, and other laws of the United States and foreign countries.  You agree not to remove, change or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.

4.    Use of Services

(a)    Our Services are not intended for children under 13 years of age.  No one under age 13 may provide any personal information to us. We do not knowingly collect personal information from children under 13.  If you are under 13 do not use the Services. If we learn that we have collected or received personal information from a child under 13 without verification of parental consent, we will delete that information.  If you believe we might have any information from or about a child under 13, please contact us at info@ker.com.

(b)    Upon payment of any applicable fees, KER grants you a limited, non-exclusive, non-transferable, non-sublicensable license to (1) access and view the KER Content, (2) access and use the software and mobile applications provided by the Services, and (3) use the software that is embedded in the Services as authorized in these Terms.  

(c)    When using our Services, you agree to comply with all applicable federal, state, and local laws including, without limitation, copyright law.  You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the KER Content, the Services or any portion thereof, except as specifically permitted by these Terms.

(d)    Furthermore, except as expressly permitted in these Terms of Use, you may not:

(i)    circumvent, disable or otherwise interfere with security-related features of the Services including, without limitation, any features that prevent or restrict use or copying of any content or enforce limitations on the use of our Sites or Site content;

(ii)    use an automatic device (such as a robot or spider) or manual process to copy our Sites or Site content for any purpose without our express written permission. Notwithstanding the foregoing, we grant public search engine operators permission to use automatic devices (such as robots or spiders) to copy Site content from our Sites for the sole purpose of creating (and only to the extent necessary to create) a searchable index of Site content that is available to the public. We reserve the right to revoke this permission, generally at any time;

(iii)    collect or harvest any information from our Services including, without limitation, user names, passwords, and email addresses;

(iv)    solicit others users to join or become members of any commercial online service or other organization without our prior written approval;

(v)    attempt to or interfere with the proper working of our Services or impair, overburden, or disable the same;

(vi)    decompile, reverse engineer, or disassemble any portion of our Services or otherwise attempt to derive the source code of any software that KER provides to you or any other part of the Services;

(vii)    use network-monitoring software to determine architecture of or extract usage data from our Sites;

(viii)    encourage conduct that violates any local, state, or federal law, either civil or criminal, or impersonate another user, person, or entity;

(ix)    use, display, mirror or frame the Services or any individual element of the Services, KER's name, any KER trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without KER's express prior written consent;

(x)     violate U.S. export laws, including, without limitation, violations of the Export Administration Act and the Export Administration Regulations administered by the Department of Commerce; or

(xi)    engage in any conduct that restricts or inhibits any other user from using or enjoying our Services.

(e)    You agree to fully cooperate with us to investigate any suspected or actual activity that is in breach of these Terms of Use.

5.    Creating an Account

Use of some of the Sites requires that you create an account by providing us with a valid email address and password.  You are responsible for all activity that occurs in association with your account.  You are responsible for maintaining the confidentiality of your account credentials, and any damages caused by your failure to do so.  It is your responsibility to select whether you choose to have your account listed publicly or remain private.

6.    User Content

(a)    We may now or in the future permit users to post, upload, transmit through, or otherwise make available through our Services messages, text, illustrations, files, images, graphics, photos, comments, sounds, music, videos, information, content, and/or other materials ("User Content"). Subject to the rights and license you grant herein, you retain all right, title and interest in your User Content. We do not guarantee any confidentiality with respect to User Content even if it is not published on our Services. It is solely your responsibility to monitor and protect any intellectual property rights that you may have in your User Content, and we do not accept any responsibility for the same.  We may now or in the future permit users to interface with social media.  It is your responsibility to familiarize yourself with and adhere to each social media terms of use and privacy policies.

(b)    User Content may contain photos.  Your photos may be accessed by the Sites or mobile application.  You shall not submit any User Content protected by copyright, trademark, patent, trade secret, or other intellectual property or proprietary right without the express permission of the owner of the respective right. You are solely liable for any damage resulting from your failure to obtain such permission or from any other harm resulting from User Content that you submit.

(c)    You represent, warrant, and covenant that you will not submit any User Content that:

(i)    violates or infringes in any way upon the rights of others, including, without limitation, any copyright, trademark, patent, trade secret, or other intellectual property or proprietary right of any person or entity;

(ii)    impersonates another or is unlawful, threatening, abusive, libelous, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane, or otherwise objectionable;

(iii)    encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law

(iv)    is an advertisement for goods or services, or a solicitation of funds; or

(v)    contains a formula, instruction, or advice that could cause harm or injury.
Furthermore, any conduct by a user that in our sole discretion restricts or inhibits any other user from using or enjoying our Sites will not be permitted.

(d)    By submitting User Content to us, simultaneously with such posting you automatically grant, or warrant that the owner has expressly granted, to us a worldwide, royalty-free, perpetual, irrevocable, non-exclusive, fully sublicensable, and transferable right and license to use, reproduce, distribute, create derivative works based upon (including, without limitation, translations), publicly display, transmit, and publish the User Content (in whole or in part) as we, in our sole discretion, deem appropriate including, without limitation, in connection with our business. We may exercise this grant in any format, media or technology now known or later developed for the full term of any copyright that may exist in such User Content.

(e)    We have the right, but not the obligation, to monitor User Content. We have the right, in our sole discretion and for any reason whatsoever, to edit, refuse to post, or disable access to any User Content.  Furthermore, User Content and related data will be stored and maintained in accordance with our Privacy Policy.

7.    Service Content and Third Party Links

(a)    KER provides Services for educational, entertainment and promotional purposes only. You may not rely on any information and opinions expressed through any of our Services for any other purpose. In all instances, it is your responsibility to evaluate the accuracy, timeliness, completeness, or usefulness of the Services. Under no circumstances will KER be liable for any loss or damage caused by your reliance on the Services.

(b)    In some instances, the Services will include content posted by a third-party or will represent the opinions and judgments of a third-party. We do not endorse, warrant, and are not responsible for the accuracy, timeliness, completeness, or reliability of any opinion, advice, or statement made through the Services by anyone other than authorized employees of KER or authorized spokespersons of KER acting in their official capacity.

(c)    Our Services may contain links to other websites maintained by third parties. We do not operate or control, in any respect, or necessarily endorse the content found on these third-party websites. You assume sole responsibility for your use of third-party links. We are not responsible for any content posted on third-party websites or liable to you for any loss or damage of any sort incurred as a result of your dealings with any third-party or their website.

8.    Indemnification

You hereby agree to indemnify and hold harmless KER and its officers, directors, employees, partners, agents, distribution partners, affiliates, and their related companies against any and all claims, liabilities, losses, damages, obligations, costs and expenses (including attorney's fees) arising out of, related to, or that may arise in connection with: your access to or use of our Services; User Content provided by you; any actual or alleged violation or breach by you of these Terms of Use; any actual or alleged breach of any representation, warranty, or covenant that you have made to us; or your acts or omissions. You agree to fully cooperate with us in the defense of any claim that is the subject of your obligations hereunder.

9.    Termination

We reserve the right, in our sole discretion and at any time, to terminate or suspend your use of, or access to, our Services for any reason including, without limitation, if you have failed to comply with these Terms of Use. You agree that KER shall not be liable to you or any third party for any termination or suspension of your use, or for blocking your access to our Services. Any suspension or termination shall not affect your obligations to us under these Terms of Use.

10.    Copyright Policy

(a)    We respect the intellectual property rights of others and expect you to do the same. In appropriate circumstances, and at our sole discretion, we may remove or disable access to material on any of our Services or hosted on our systems that may be infringing or the subject of infringing activity.

(b)    In accordance with the Digital Millennium Copyright Act of 1998, we will respond promptly to claims of copyright infringement that are reported to info@ker.com.

(c)    If you are a copyright owner, or authorized to act on behalf of a copyright owner, and believe that your work's copyright has been infringed, please report your notice of infringement to us by providing a written notification that contains the following:

(i)    A physical or electronic signature of the owner, or a person authorized to act on behalf of the owner, of an exclusive right that is alleged to have been infringed.

(ii)    Identification of the copyright work that is alleged to have been infringed.

(iii)    Identification of the material that is claimed to be infringing and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material.

(iv)    Information reasonably sufficient to permit us to contact you, such as and address, telephone number, or electronic mail address at which you may be contacted.

(v)    A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.

(vi)    A statement that the information in the notification is accurate, under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

We will investigate notices of copyright infringement and take appropriate actions under the DCMA.  Inquiries that do not follow this procedure may not receive a response.

11.    Choice of Law

These Terms of Use shall be construed in accordance with the laws of the Commonwealth of Kentucky, without regard to principles of conflict of laws.

12.    Arbitration

The parties shall attempt, in good faith, for a period of at least 30 days, to resolve any controversy, claim or dispute arising out of these Terms of Use or in any way connected with our Sites through negotiations.  In the event that the negotiations are unsuccessful, the controversy, claim or dispute shall be settled by binding arbitration before a single arbitrator and in accordance with the then current CPR Institute for Dispute Resolution Rules for Non-Administered Arbitration.  The arbitration shall be governed by the U.S. Federal Arbitration Act, 9 U.S.C. §§ 1-16, shall be conducted in Lexington, Kentucky, USA, and judgment on the arbitration award may be entered into any court having jurisdiction.  Any party may seek any interim or preliminary relief from a court of competent jurisdiction in Lexington, Kentucky USA to protect the rights or property of such party pending the completion of arbitration.  Each of the parties consents to the jurisdiction of, and laying of venue in, state or federal courts whose jurisdiction includes Fayette County, Kentucky USA.

13.    Miscellaneous

If any provision of these terms is held to be invalid or unenforceable, the invalidity of such provision shall not affect the validity of the remaining provisions of the Terms of Use, which shall remain in full force and effect. These Terms of Use, including the Privacy Policy, constitute the entire agreement of the parties with respect to this subject matter. We may assign these Terms of Use or any rights hereunder without your consent and without notice. You may not assign these Terms of Use or assign any rights or delegate any obligations hereunder without our prior written consent.

14.    Disclaimers

YOU EXPRESSLY AGREE THAT USE OF OUR SERVICES IS AT YOUR SOLE RISK. THE SERVICES AND SITE CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, AND TO THE FULLEST EXTENT PERMITTED BY LAW, KER AND ITS OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, DISTRIBUTION PARTNERS, AFFILIATES, AND THEIR RELATED COMPANIES DISCLAIM ANY AND ALL WARRANTIES INCLUDING: WARRANTIES THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, SECURITY, USEFULNESS, TIMELINESS, OR INFORMATIONAL CONTENT OF THE SERVICES; WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE; WARRANTIES FOR SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON OUR SERVICES OR ACCESSED THROUGH OUR SERVICES; WARRANTIES CONCERNING THE ACCURACY OR RELIABILITY OF THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF OUR SERVICES; WARRANTIES THAT YOUR USE OF THE SITE WILL BE SECURE OR UNINTERRUPTED; AND WARRANTIES THAT ERRORS IN SOFTWARE WILL BE CORRECTED.

15.    Limitation of Liability

(A)    UNDER NO CIRCUMSTANCES SHALL KER OR ITS OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, DISTRIBUTION PARTNERS, AFFILIATES, OR THEIR RELATED COMPANIES BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH OUR SERVICES OR THESE TERMS OF USE.

(B)    IN NO EVENT WILL KER'S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE GREATER OF AMOUNTS YOU HAVE PAID TO KER FOR USE OF THE SERVICES OR ONE HUNDRED DOLLARS ($100). SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF SERVICES OR PRODUCTS RECEIVED OR ADVERTISED IN CONNECTION WITH ANY OF OUR SERVICES OR ANY LINKS ON OUR SERVICES, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH ANY OF THE SERVICES OR LINKS IN ANY SERVICES. SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY CONTENT POSTED BY A THIRD-PARTY OR CONDUCT OF A THIRD-PARTY ON THE SERVICES.

(c)    You agree that any cause of action arising out of, relating to, or in any way connected with any of the Services or these Terms of Use must commence within one year after the cause of action accrues; otherwise, such cause of action shall be permanently barred.

(d)    Some jurisdictions do not allow limitations of liability, so the above limitation may not apply to you. These limitations shall apply to the fullest extent permitted by law.