AGREEMENT BEFORE USING THIS WEBSITE. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT
USE THIS WEBSITE, DO NOT PROVIDE ANY INFORMATION, AND NAVIGATE AWAY FROM THE SITE.
ACCEPTANCE AND SCOPE OF TERMS
Kalypsys, LLC (hereinafter, “Kalypsys”) provides this website, www.kalypsys.com,
and any affiliated websites, together with the website-related content and
services (the “Website”) subject to your agreement and compliance with the
“Agreement”). This Agreement, and the terms and conditions listed in the
agreements or policies mentioned herein, govern the relationship between Kalypsys
and you, as well as your access to and use of the Website.
By accessing or using the Website, you acknowledge that you have read and
other agreements or policies mentioned herein, and that you accept and agree to be
agreements or policies mentioned herein without limitation or qualification. This
will create a legally binding contract. If you object to any term herein and would
still like to use the Website, you must contact Kalypsys to discuss your issue.
Only variations signed off by an executive officer shall be considered effective.
No one else at Kalypsys may modify these terms. This Website is for the use of
persons eighteen (18) years of age and older. By accessing and/or using this site,
you represent and warrant that you are over the age of 18, and capable of entering
into this Agreement.
As used in this Agreement, the words “you” and “your” refer to any person
accessing the Kalypsys Website. The words “we,” “us,” and “our” refer to Kalypsys.
The words “Healthcare Provider” include, physician, dentists, psychologists,
social workers, physical therapists, and others who have a “Provider Account” with
Kalypsys. Healthcare Providers have descriptions of their services aggregated on
the Website and provide patient care. Kalypsys provides no healthcare or health
“Disclaimer” shall include the following phrase: “The content on this Website is
not intended to be, or is, a substitute for professional medical advice,
diagnosis, or treatment. You should always seek the advice of Your physician or
other qualified healthcare provider with any questions you may have regarding a
“Healthcare Provider Agreement” shall mean the contract entered into between the
Healthcare Provider and Kalypsys for the Healthcare Provider’s presence and
involvement on the Website.
“Provider Account” shall mean the record for each
Healthcare Provider who has entered into a Healthcare Provider Agreement.
“User” shall mean the individual who uses the Kalypsys site for its intended
purpose. This differs from a “Visitor” to the website who merely encounters the
Kalypsys service/Website but takes no action. Visitors are bound to the same terms
as that of the User.
“User Account” shall mean the account created by or for the User of the Kalypsys
service. Such User Account is dependent on the User agreeing to the terms of this
MODIFICATIONS TO THE AGREEMENTS
Kalypsys may, at any time and in our sole discretion, revise or update this
policies on the Website. Please check this page periodically for changes to the
Agreement, as well as other agreements and policies. Your use of the Website on or
after the effective date of any such Agreement constitutes your acceptance of the
last updated agreement or policy.
Kalypsys reserves the right, at any time, to modify, suspend or discontinue,
temporarily or permanently, the Website (or any part thereof) without notice to
you. You agree that Kalypsys shall not be liable to you or to any third party for
any unavailability, modification, suspension or discontinuance of the Website, or
of any Materials (as defined below).
If you have any questions about this Agreement, or otherwise desire to contact
Kalypsys, please direct your communication to:
c/o Wilson Elser
Attn: Neil Prupis
200 Campus Drive
Florham Park, NJ 07932
LICENSE TO USE WEBSITE
As long as you are in compliance with the terms of this Agreement and all
associated documents incorporated herein, Kalypsys hereby grants you a limited,
revocable, non-assignable, non-sublicensable, non-exclusive license to access and
use the Website via an ordinary Internet browser, and to view the Website and all
content and Materials thereon that are intended to be displayed publicly. Any
violation of the terms or conditions of this Agreement is grounds for immediate
termination of this limited license, which Kalypsys, in our sole discretion and
without prior notice or liability, may terminate at any time. No other rights are
granted, implied or otherwise. You agree that this license is extended only to the
extent that your activity is legal and does not violate any international,
federal, state or local law or regulation.
The following additional terms are hereby incorporated into this Agreement by
reference, and your assent to this Agreement binds you to all of the additional
terms in the following documents:
1. Copyright Policy;
2. Complaint Policy, including trademark complaints; and
The terms of this Agreement shall be incorporated into the Healthcare Provider
Agreement. However, if there are any conflicting terms, the Healthcare Provider
Agreement shall control.
Kalypsys is an aggregator of Healthcare Provider information. You may establish a
“User Account” to use the features on Kalypsys to learn about the various
Healthcare Providers who have a Provider Account with Kalypsys. You may use your
User Account to schedule appointments to see and visit Healthcare Providers who
have Provider Accounts with Kalypsys.
Upon receiving a request from a user with a User Account, Kalypsys provides
options of Healthcare Providers who have Provider Accounts who may be an available
Healthcare Provider for the user. Kalypsys makes no endorsement or recommendation
of any particular healthcare provider and is not responsible for the care or
advice rendered by such Healthcare Provider. Kalypsys is only an aggregator of
information and the choice of healthcare provider is made solely by the User.
Kalypsys cannot and does not guarantee the availability of appointments for any
Healthcare Provider whose information is displayed on the Website. Kalypsys cannot
and does not guarantee any level of patient care that is provided by any
Healthcare Provider whose information is displayed on the Website.
ERRORS & INACCURACIES
While Kalypsys attempts to be as accurate as possible with respect to the Website,
the Website may contain typographical errors or inaccuracies, including but not
limited to errors or inaccuracies related to price, product or service
information, product or service description or availability, insurance
information, and may not be complete or current. Information may be provided by a
Healthcare Provider who represents that the information is accurate, and Kalypsys
is not responsible for independently ensuring the accuracy of this information.
Kalypsys does not warrant that the Website or any Materials are accurate,
complete, reliable, current, or error-free. Kalypsys reserves the right to correct
any errors, inaccuracies or omissions and to change or update information at any
time without prior notice.
Any price quotation, service information or any other such information regarding
the provision of and fees for any goods or service offered by Kalypsys or others
are provided purely for informational and illustrative purposes. Kalypsys does not
guarantee, and makes no warranty, promise, or agreement that any depicted or
described goods or services are actually offered or comports with its description
on the Website. Kalypsys reserves the right to cease offering any such services or
benefits to any prospective or actual User at any time, in all cases without
notice or liability.
Kalypsys requires its Healthcare Providers who have established accounts with
Kalypsys to ensure that the information displayed about them on the Website is
represented to be true when posted and is updated at least once per calendar year.
NO DOCTOR/PATIENT RELATIONSHIP/NO HEALTHCARE SERVICES RENDERED
Kalypsys is an aggregator of physician and Healthcare Provider information. It is
not a source for healthcare advice, diagnosis or treatment. Nothing provided in
the Website is or should be understood as or relied upon for medical opinion,
advice, diagnostics or treatment. Use or perusal of the Website does not create a
Doctor-Patient relationship. Nothing in the Website or use of the Website
constitutes or shall be deemed the practice of medicine.
Kalypsys does not and cannot make any representations or warranties regarding the
quality of care that will be provided by any Healthcare Provider when an
appointment to see that Healthcare Provider is scheduled on the Website. Kalypsys
encourages users to independently verify the credentials of Healthcare Providers
whose services are aggregated and listed on the Website.
In case of medical emergency, contact your Healthcare Provider directly and/or
dial 911; do not attempt to contact a Healthcare Provider through Kalypsys.
Kalypsys does not and cannot make any guarantees regarding the availability of
appointments to see and visit any Healthcare Provider. While Kalypsys makes
efforts to ensure that the information displayed on the Website is up-to-date and
accurate, Kalypsys does not and cannot make any guarantees regarding any
Healthcare Provider’s acceptance of any particular insurance, regardless of what
is listed on the Website.
USING THE SITE AND CREATING A USER ACCOUNT
When you create a User Account, you are solely responsible for maintaining the
confidentiality and security of your login information and remain at all times
solely responsible for all usage or activity on the Website occurring in
connection with your Login Information. You agree and acknowledge that Kalypsys
shall have no responsibility or liability to you or any third party for any
claims, harm, or losses arising in connection with or resulting from the use of
your Login Information. If you believe that your Login Information has been lost,
stolen, or otherwise compromised, or that an unauthorized person has or may
attempt to access the Website, you should immediately contact Kalypsys via e-mail
with the phrase
“Account Breach Notice” in the subject line, and Kalypsys will engage in
reasonable efforts with reasonable speed, to disable, lock or otherwise address
When you create a User Account you may be prompted to provide some information to
the Website, including, but not limited to, your name and contact information,
insurance information, medical history, current medical needs and social security
number. Any given Healthcare Provider may require this or even more information to
schedule and confirm an appointment. Your privacy and online safety is our
priority and therefore we take reasonable efforts to safeguard your information in
When you create a User Account, you agree that Kalypsys may assign to you a User
Score. This score may be updated periodically to reflect certain of your behaviors
with respect to appointments that you schedule on the Website. For example, your
score may go down if you do not show up for scheduled appointments, or if you show
up late for your appointments. You agree and understand that Healthcare Providers
may accept or reject a request to schedule an appointment with them based on your
User Score. Kalypsys is not responsible for you User Score. The User Score is
based solely on objective factors and/or the input from Healthcare Providers. If
you believe that you have wrongly been assigned a User Score, please contact us,
providing your name, your User Account information, your email address, and the
substance of your claim. Such information should be provided to: firstname.lastname@example.org
endeavor to reasonably look into your claim, but can make no promises with respect
to a change in the User Score. Please note that if you do contact us to look into
the situation, your User Score may not change for the better and could decrease.
You agree that Kalypsys shall not be responsible for such User Score or any
actions taken related thereto.
LIMITATION OF LIABILITY AND HEALTHCARE FEES
Your use of the Website is free of charge. However, you may and likely will incur
fees when you visit Healthcare Providers and obtain healthcare from a Healthcare
Provider listed on the Website. You are solely responsible for all medical fees,
consultation fees, treatment fees, and other fees imposed by a Healthcare
Kalypsys and the Website are not liable for loss or injury sustain by you in
connection with your use of the Website or in connection with any healthcare you
obtain that was scheduled through the use of the Website.
OWNERSHIP OF WEBSITE CONTENT & INTELLECTUAL PROPERTY
The content, functions, features, services, information and materials on the
Website, including but not limited to text, data, audio, video, images,
photographs, graphics, documents, summaries, descriptions, forums, message boards,
user profiles, professional summaries, articles, publications, news, surveys,
seminars, information regarding Healthcare Providers or Users, tutorials, icons
and any other information or material appearing on or otherwise accessible through
the Website (the “Materials”), together with the selection and arrangement of such
Materials, are the property of Kalypsys, our affiliates, or our content suppliers,
and are protected by copyright, trademark, patent and/or other intellectual
property laws of the United States and other jurisdictions.
The Materials, the Website and its downloadable contents are protected by the
copyright laws of the United States and other jurisdictions. You recognize that
while some of the Materials available on the Website may be compiled from publicly
available sources, the compilation of such materials represents protectable effort
and expression exerted by Kalypsys, and you agree not to contest same.
The trademarks, service marks, logos and any designs used or displayed on the
Website specific to Kalypsys are registered and unregistered trademarks and/or
service marks owned by Kalypsys. Other copyrighted works, trademarks, service
marks, trade names and company logos utilized on the Website not owned by Kalypsys
are the property of their respective owners. All rights reserved. The appearance
of any such third party trademarks does not in any way imply any connection,
license, affiliation, approval, sponsorship or other such relationship of any kind
between Kalypsys and such third party.
The removal of any trademark, copyright, or other rights notice which appears on
the Website is strictly prohibited. Further, except as expressly permitted herein,
any use, reproduction, duplication, publication, display, copying, sale,
modification, exploitation, or other use of the Materials, copyrighted works,
trademarks or service marks, or other portion of the Website, in whole or in part,
is strictly prohibited without the prior express written consent of Kalypsys.
USER GENERATED CONTENT & USE OF WEBSITE SERVICES
The Website may include information and materials generated by third parties not
affiliated with Kalypsys. The Website may contain bulletin board services, comment
sections, chat areas, news groups, forums, communities, personal web pages,
calendars, message or communication facilities, and/or other features or functions
in connection with which you may submit, upload, transmit, publish, share, post,
distribute or otherwise make available certain information, content and materials
to Kalypsys, the Website, other users and/or the public at large (collectively,
“Communication Services”). Any information, content or other material you submit,
upload, transmit, publish, share, post, distribute or otherwise make available on
the Website, whether in connection with the Communication Services or otherwise,
including without limitation any text, audio, video, images, graphics, documents,
artwork, designs, ideas, concepts, techniques, communications and any other
content shall be regarded as a “Submission” (collectively the “Submissions).
You are under no obligation to submit, upload, transmit, publish, share, post,
distribute or otherwise make any information, content or other materials available
on the Website, whether in connection with the Communication Services or
otherwise. However, by submitting, uploading, transmitting, publishing, sharing,
posting, distributing or otherwise making available any Submission or other
content on the Website, whether in connection with the Communication Services or
otherwise, you hereby grant Kalypsys a worldwide, fully paid up, royalty-free,
nonexclusive, unrestricted, unlimited, assignable, sub-licensable, perpetual,
irrevocable license to Kalypsys to use, copy, license, sublicense, retain,
distribute, reproduce, modify, edit, adapt, improve, create derivative works from,
publish, remove, delete, translate, publicly perform, publicly display,
commercialize, or otherwise exploit such Submission or the content, in whole or in
part, in any media, way or manner now known or in the future discovered or
developed, and to incorporate such Submission or content into other works in any
format or medium now known or later developed, for any purpose whatsoever,
commercial or otherwise, without providing compensation or attribution to you or
any person or entity, without further consent, and without any notice or liability
to you or to any third party whatsoever. NOTHING HEREIN SHALL IN ANYWAY AFFECT
agree to allow Kalypsys to use your name, likeness, image or other right of
publicity (both during your lifetime and post-mortem) in connection with any
Submission. You further expressly permit, license, and assent to Kalypsys’ right
to register, deposit, or otherwise record any modification or derivative work
created by Kalypsys from the Submission or content with any foreign or domestic
body, including but not limited to the United States Copyright Office or the
United States Patent and Trademark Office. You further hereby expressly and
irrevocably waive all moral rights, proprietary rights, rights of privacy and
publicity, and rights of attribution in connection with the Submission or content,
in favor of Kalypsys and any of its successors or assigns.
You agree not to submit, upload, transmit, publish, share, post, distribute, or
otherwise make available through the Website or any service thereon, any
Submission or other content that, in whole or in part: (a) contains a virus,
corrupt file, malware, or any other similar software of programs which may damage
the operation of another’s computer; is unlawful or encouraging of another to
commit unlawful activity; (b) is violative of the rights of any party, infringes
upon the patent, trademark, trade secret, copyright, or other intellectual or
proprietary property right of any party; (c) is defamatory, libelous, obscene,
pornographic, indecent, lewd, inappropriate, invasive of privacy or publicity
rights, abusive, harasses, threatens, or is otherwise objectionable; (d)
constitutes advertisements or offers to sell or buy goods or services of any kind,
unless authorized by Kalypsys; (e) contains a survey, contest, pyramid scheme or
chain letter; (f) may restrict or inhibit any other user from using the
Communication Services; or (g) violates any rules of conduct which may be
applicable to a particular Communication Service.
By submitting, uploading, transmitting, publishing, sharing, posting, distributing
or otherwise making available any Submission or other content to the Website, you
hereby explicitly agree, represent and warrant that: (a) you are the owner or
rights holder of the Submission or content (b) all such Submissions and content
are true and accurate and do not contain confidential, trade secret, or
proprietary information; (c) your provision of the Submission or content is not a
violation of any law or contractual or legal right of any party (including any
intellectual property rights); (d) your Submission or content automatically
becomes the property of Kalypsys without any obligation, including payment and
attribution, of Kalypsys to you; (e) Kalypsys is not under any obligation of
confidentiality relating to the Submissions or content, either express or implied;
(f) Kalypsys shall be entitled to use or disclose the Submission or content in any
way, manner, purpose or otherwise, worldwide; (g) Kalypsys may have under
consideration or development similar ideas to the Submission or content; (h) you
are not entitled to any compensation or reimbursement of any kind from Kalypsys in
exchange for the Submission or content; and (i) you are at least eighteen (18)
years of age. If you are accessing the Website on behalf of a third party (whether
an individual or an entity), you represent that you have the authority to bind
that third-party as a principal to all of the terms of this Agreement and you
agree to accept liability for harm caused by any wrongful use of the Website
resulting from such access or use.
You must provide true and accurate information at all times in any content,
Submission, or other information that you provide, upload or otherwise make
available to the Website. You agree to review and promptly comply with all
messages received from Kalypsys regarding the Website. You agree to use the
Communication Services only to post, send and receive messages and material that
are proper and related to the particular Communication Service. Kalypsys does not
warrant that any information contained on or in said Communications Services is
accurate, reliable or confidential. You agree that Kalypsys cannot be held
responsible for any ramifications of your posting or use of any content or
Submissions or any Materials from or to said Communications Services.
Further, Kalypsys may access and use the Website and any service and any
information stored thereon, including the contents of any content or Submissions,
disclose the contents of any content or Submissions, including the identity and
other personal information of any user, submitter or poster of such materials, to
any third party, including any law enforcement agency, to protect our rights or
property, or for any other reason. Certain content, Submissions or material you
may choose to make available on the Website may reveal your age, gender,
nationality, sexual orientation or religion. You acknowledge that you are fully
aware and responsible for all actions and impact of providing said materials. You
agree that Kalypsys will not be held responsible for any such impact. By providing
any sensitive personally identifiable information to Kalypsys, you explicitly
grant Kalypsys the right to process, transfer and/or disclose all or part of such
full responsibility for all ramifications of the public availability of any
content or Submissions you make available on the Website, and agree that Kalypsys
shall be held harmless from any result of such availability or use, in accordance
with this Agreement.
You alone are responsible for your interactions with other users of the Website.
Kalypsys may monitor disputes between you and other users, and may terminate your
User Account at any time, in its sole discretion; however, Kalypsys is under no
obligation to monitor such interactions or take any particular action. In the
event that you believe that any user of the Website has violated this Agreement,
please contact Kalypsys immediately, and Kalypsys may take action that it, in its
sole discretion, deems appropriate under the circumstances.
Kalypsys does not control the content or Submission submitted to Kalypsys or
otherwise made available to others on the Website, and has no obligation or duty
to verify the accuracy of any such content or Submission, or the identity of any
user that provides such materials or to supervise the uploading, use or
availability of such materials on or to the Website. Kalypsys retains the right,
but not the obligation, to monitor any activity and Submission or content
submitted, posted, uploaded, or otherwise communicated to Kalypsys or the Website,
or is made available on the Website. Kalypsys may block, edit, modify or remove
any Submission or content it deems to be violative of this Agreement, or any other
content or Submissions that Kalypsys deems, in Kalypsys’ sole discretion, to be
objectionable or in any way not in furtherance of the goals or purposes of
Kalypsys, the Website or the particular area of the Website to which such content
or Submission may have been placed.
Should you seek to remove any Submission or content from the Website or other
platform operated by Kalypsys, you should contact Kalypsys in writing with your
removal request at email@example.com
the phrase “Content Removal Request” in the subject line. Kalypsys in its sole
discretion shall assess whether to remove any content or Submission that is the
subject of such a removal request. Kalypsys does not guarantee it will remove any
Kalypsys is not responsible, and assumes no liability, for any content or
Submission posted by you, or any damage caused by another user’s access to such
content on the Website, whether before or after any removal of such content or
Submission by Kalypsys. Kalypsys in no way endorses any content or Submission
posted to or made available through the Website.
RESTRICTIONS ON USE OF THE WEBSITE & WEBSITE CONTENT
Your use of the Website and all services and content provided in connection with
the Website is subject to the terms and conditions of this Agreement and all
applicable laws, rules and regulations. Any use of the Website other than as
expressly permitted herein terminates the limited license set forth in this
Agreement without prejudice to any other remedy provided by applicable law.
You may print and/or download a copy of any part of the Website solely for your
personal, non-commercial use, but you may not copy, distribute, make commercial
use of or otherwise exploit any part of the Materials or the Website for any other
purpose without the express written consent of Kalypsys, and you may not modify
any part of the Website for any reason. Inclusion of any part of the Website in
another work, whether in printed, electronic or other form, or inclusion of any
part of the Website in another website by linking, framing, in-line linking,
embedding or otherwise, is strictly prohibited without agreeing to Kalypsys’
You agree not to use the Website for any unlawful or fraudulent purpose, including
impersonating any person or entity, including, but not limited to, any Kalypsys
employee, agent, or representative; or expressing or implying that Kalypsys
endorses any statement you make. You may not use any information obtained from the
Website to harass or intimidate others or to contact them without their
You may not modify, adapt, translate, copy, reverse engineer decompile or
disassemble any portion of the Website or Materials. Further, you may not
interfere with or disrupt the operation of the Website, including restricting or
inhibiting any other person from using the Website by means of hacking, or
defacing any portion of the Website. Further, transmitting or making available in
connection with the Website any denial of service attack, virus, worm, Trojan
horse, root kit or other harmful code or activity is prohibited. Moreover, you may
not interfere with or violate any other Website Visitor’s or User’s right to
privacy or other rights, or harvest or collect personally identifiable information
about Website Visitors or Users, or about Kalypsys employees or other individuals
identified on the Website, without their express written consent.
You are also proscribed from selling, reselling, transferring, licensing, lending
or exploiting for any commercial purposes any use of or access (including sharing
of passwords and login information) to the Website or the Materials. You may not
harvest information from the Website, including any scraping of the Website. You
may not use the Website to solicit any other Website users, either through Website
functionality or through outside functionality.
You may not access any portion of the Website that is not public or is not meant
to be accessed by general Users, and you may not attempt to override any security
measures in place on the Website.
To the extent that you may access or download any software that is made available
through Kalypsys from the Website (“Software”), such Software is the copyrighted
work of Kalypsys and/or its various third party licensors. Your use of the
Software is governed by the terms of the end user license agreement, if any, which
accompanies or is included with the Software. You may not install or use any
software that is accompanied by or includes such an end user license agreement
unless you first agree to the terms of such agreement. Any warranty applicable to
the Software will be specified in the terms of the License Agreement and no
additional warranties are provided herein. If you have any inquiries concerning
these terms, please consult Kalypsys before accessing any programs.
In the event that you are obligated by law to take actions contrary to any term of
this Agreement, you agree to notify Kalypsys at least 30 days before you are
required to take such actions.
AVAILABILITY OF THE WEBSITE
While Kalypsys makes reasonable efforts to ensure that the Website is available at
all times, Kalypsys does not guarantee, represent or warrant that access to the
Website will be uninterrupted or error-free, and Kalypsys does not guarantee that
users will be able to access or use all or any of the Website features at all
Kalypsys may change, suspend or discontinue, temporarily or permanently, any (or
all) aspects of the Website at any time without prior notice, including the
availability of any Website feature or your particular user account, in its sole
discretion. Kalypsys may also impose limits on the use of or access to certain
features or portions of the Website, or restrict your access to any part or all of
the Website, in all cases without notice or liability.
You are prohibited from attempting to or actually accessing those portions of the
Website for which you have no permission.
Kalypsys is under no obligation to maintain the Website or any information,
content, Submissions, Materials, or other matters that you submit, post or make
available to the Website, or are otherwise available on the Website. Kalypsys
reserves the right to withhold, remove and/or discard any such material on the
Website or made available or placed by you thereon without notice at any time. You
agree that even if Kalypsys has maintained such materials, you have no control or
right to access them, and have no right to request that Kalypsys restore or
produce such material.
You acknowledge and agree that Kalypsys may send you important notices or other
information related to the Website, the relationship with Kalypsys or other
information we believe may be of interest to you, by email or through other means,
including mobile or other devices. You acknowledge and agree that Kalypsys has no
liability related to or arising from any failure by you to maintain accurate or up
to date contact information, or other profile information, or related to your
failure to receive important or critical information regarding the Website.
LINKS TO OTHER WEBSITES
The Website may contain links to other sites (“Third Party Websites”). These links
are provided solely for the convenience of our users. Kalypsys does not endorse,
sanction or verify the accuracy of the information contained on Third Party
Websites or any products or services advertised on Third Party Websites, nor does
it claim any affiliation with these third parties. If you decide to leave the
Website and navigate to Third Party Websites, or install any applications,
software or download content from any such websites, you do so at your own risk.
Once you access a Third Party Website through a link on the Website, you are no
such Third Party Website. You should review the applicable terms and policies,
including privacy and data gathering practices, of any site to which you navigate
to from the Website, or relating to any applications you use or install from such
Third Party Websites. Concerns regarding a Third Party Website should be directed
to the Third Party Website itself. Kalypsys bears no responsibility for any action
associated with any Third Party Website.
ENFORCEMENT OF THE AGREEMENT
Kalypsys may investigate any reported, alleged or suspected violation of this
Agreement, and take any action that Kalypsys, in its sole discretion, deems
appropriate. Such action may include issuing warnings, suspension of a User’s
access to the Website or complete termination of such access, at any time.
Kalypsys reserves the right to recover those amounts spent in connection with
enforcement, from any violation of these terms.
Either you or Kalypsys may terminate this Agreement at any time, for cause or
without cause. Without limiting the foregoing rights, Kalypsys has a policy of
terminating Users who are repeat violators of the United States Copyright Act, as
noted in the Copyright and Trademark Policy.
All grants of any rights from you to Kalypsys related to content, Submissions, or
other materials, including but not limited to copyright or other intellectual
property licenses shall survive any termination of this Agreement.
LIMITATION OF LIABILITY AND DISCLAIMER OF WARRANTIES
THE WEBSITE, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION
MADE AVAILABLE THROUGH THE WEBSITE IS PROVIDED “AS IS.” KALYPSYS MAKES NO
REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, WHETHER EXPRESSED OR
IMPLIED, FOR THE WEBSITE AND SERVICES PROVIDED IN CONNECTION WITH THE WEBSITE. IN
NO EVENT SHALL KALYPSYS, ITS SUPPLIERS OR OTHER THIRD PARTIES MENTIONED ON THE
WEBSITE BE LIABLE FOR ANY DAMAGES WHATSOEVER RESULTING FROM YOUR USE OR ANY OTHER
INDIVIDUAL’S USE OF OR ACCESS TO THE WEBSITE OR ANY GOODS OR SERVICES CONTAINED
HEREON. KALYPSYS DISCLAIMS ANY AND ALL LIABILITY FROM ANY MALFUNCTIONS,
LIMITATIONS ON ACCESS OR INTERRUPTIONS IN AND TO THE WEBSITE.
KALYPSYS DOES NOT WARRANT THAT:
- ACCESS TO THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE;
ANY INFORMATION TRANSMITTED BY KALYPSYS TO ANY INDIVIDUAL VIA THE WEBSITE IS
ACCURATE OR EFFECTIVE;
- YOUR USE OF THE WEBSITE WILL NOT VIOLATE THE RIGHTS OF OTHERS.
FURTHER, NEITHER KALYPSYS, NOR ANY OTHER PARTY INVOLVED IN THE CREATION,
PRODUCTION OR HOSTING OF THE WEBSITE SHALL BE LIABLE FOR ANY DIRECT, INDIRECT,
INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF YOUR USE
AND/OR ACCESS TO THE WEBSITE OR ANY GOODS OR SERVICES CONTAINED HEREON. YOUR SOLE
REMEDY FOR DISSATISFACTION WITH THE WEBSITE OR THE MATERIALS IS TO STOP USING THE
WEBSITE OR THE MATERIALS.
KALYPSYS HAS NO OBLIGATION TO VERIFY THE IDENTITY OF ANY USER UTILIZING THE
WEBSITE OR THE SERVICES AVAILABLE THEREON, NOR DOES KALYPSYS HAVE ANY OBLIGATION
TO MONITOR THE USE OF THE WEBSITE BY OTHER USERS. KALYPSYS WILL NOT BE HELD LIABLE
FOR IDENTITY THEFT OR ANY OTHER MISUSE OF YOUR IDENTITY OR INFORMATION.
WITHOUT LIMITING THE FOREGOING, AND TO THE FULLEST EXTENT PERMISSIBLE UNDER LAW,
THE WEBSITE INCLUDING WITHOUT LIMITATION ALL CONTENT, SOFTWARE, FUNCTIONS,
SERVICES, FEATURES, MATERIALS AND INFORMATION MADE AVAILABLE THROUGH THE WEBSITE
IS PROVIDED TO YOU “AS IS” AND KALYPSYS SPECIFICALLY DISCLAIMS ALL WARRANTIES,
EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT WITH RESPECT
TO THE WEBSITE, ITS CONTENTS, AND ANY GOODS OR SERVICE PROVIDED VIA THE WEBSITE.
IF YOU ARE DISSATISFIED OR HARMED BY KALYPSYS, THE WEBSITE OR ANYTHING RELATED TO
KALYPSYS, YOU MAY LEAVE KALYPSYS AND USE OF THE WEBSITE AND TERMINATE THE
AGREEMENT AND SUCH TERMINATION SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY.
Notwithstanding the foregoing, in the event that a court shall find that the above
disclaimers are not enforceable, the Parties agree that neither Kalypsys nor any
of its subsidiaries, affiliated companies, employees, shareholders, or directors
shall be liable or responsible for any direct, indirect, incidental, punitive,
special, exemplary, consequential or other damages or loss of use, lost revenue,
lost profits or data to you or any third party arising out of or in any way
related to your use of the Website or any services, Submissions, Materials or
other content or materials on, accessed through or downloaded from the Website,
even if Kalypsys is aware or has been advised of the possibility of such damages.
Your sole and exclusive remedy for your dissatisfaction with the Website or the
Materials is to terminate your usage of the Website. This limitation shall apply
regardless of the basis of your claim or whether or not the limited remedies
provided herein fail of their essential purpose. This limitation shall not apply
to any damage that Kalypsys causes you intentionally and knowingly in violation of
this Agreement or applicable law that cannot be disclaimed in this Agreement.
You agree to defend, indemnify and hold harmless Kalypsys, its affiliates and its
suppliers, and each of their respective partners, employees, representatives and
agents, from and against all claims, losses, costs, damages, liabilities and
expenses (including, but not limited to, reasonable attorneys’ fees) arising out
of: (a) Your activities in connection with the Website, including without
limitation your use of the Communication Services and/or your provision of any
Submission or other material in connection with the Website; (b) Any violation of
this Agreement by you; (c) Any improper or unauthorized use of the Website,
Communication Services, and/or Materials by you; (d) Any conduct, activity or
action which is unlawful or illegal under any state, federal or common law, or
violative of the rights of any individual or entity, engaged in, caused by, or
facilitated in any way through the Website or the use of software or information
which appears on the Website; and (e) Any allegation that anything you transmit or
attempt to transmit, including but not limited to any content or Submission you
submit, post, or otherwise make available, through or in connection with the
Website, infringes or otherwise violates the intellectual property, privacy or
other rights of any third party.
expressly incorporated as terms of this Agreement. If you object to anything in
determine whether a special exemption or modification may be warranted.
Exemptions, if any, can only be granted by an executive officer of Kalypsys, and
will be done in writing. Any verbal exemption or an exemption by an individual who
is not an executive officer of Kalypsys shall be void and ineffective.
CHOICE OF LAW AND JURISDICTION
Unless otherwise specified, the Website and its contents are provided solely for
providing information. The Website is controlled and operated by Kalypsys from New
Jersey, in the United States of America.
All disputes with Kalypsys will be venued within the exclusive jurisdiction of the
State of New Jersey.
You agree that any dispute arising under the Agreement or your use of the Website
in any way shall be resolved exclusively by New Jersey state or federal courts,
applying New Jersey law, regardless of any principles of conflicts of law. By your
use, you waive any jurisdictional, venue or inconvenient forum objections to such
courts for purposes of resolving these disputes.
Although the Website may be available worldwide, you understand and agree that the
law of your home jurisdiction may provide protections not provided in the United
States, and that by visiting the Website, you unequivocally and unambiguously
agree to waive your right to suit in your home jurisdiction and to submit and
adjudicate any disputes which arise out of such use pursuant to the terms and
conditions stated in this Choice of Law and Jurisdiction clause, and United States
law will apply.
At Kalypsys’ sole discretion, it may require you to submit any disputes arising
from the use of the Mandatory Terms or use of the website, including disputes
arising from or concerning their interpretation, violation, invalidity,
non-performance, or termination, to final and binding arbitration under the Rules
of Arbitration of the American Arbitration Association applying New Jersey law.
Arbitration shall be held in New Jersey.
Your use of the Website, including any services thereon, is subject to export and
re-export control laws and regulations, including the Export Administration
Regulations (“EAR”) maintained by the United States Department of Commerce and any
programs maintained by the Treasury Department’s Office of Foreign Assets Control.
You acknowledge that you may not export, re-export, sell, divert, transfer or
otherwise dispose of any software or service to any end-user without obtaining
required authorizations. You also warrant that you are not prohibited from
receiving US origin products, including but not limited to those that may appear
on the Website.
If any provision of this Agreement is found for any reason to be unlawful, void or
unenforceable, then that provision will be given its maximum enforceable effect,
or shall be deemed severable from this Agreement and will not affect the validity
and enforceability of any remaining provision.
ENTIRE AGREEMENT AND AMENDMENTS
This Agreement, and its incorporated agreements, constitutes the entire agreement
between you and Kalypsys regarding your use and interaction with the Website. This
Agreement supersedes any and all prior agreements related to this topic, whether
written or oral. Any amendments to this Agreement by you must be in writing, and
Kalypsys shall not be bound to any action of activity that it does not so bind
itself to do in writing. Kalypsys may modify this Agreement at any time by posting
modified terms to the Website, and all such terms will be binding prospectively,
but not retroactively, upon posting. We will post the Effective Date so that you
can see the date that the terms were last updated.
All notices to you under this Agreement may be provided via e-mail or any other
communications means you provide to the Website. All notices from you to Kalypsys
must be sent to the following address by mail with a return receipt requested or
email. Any notices that are not sent to this address will be given no legal
c/o Wilson Elser
Attn: Neil Prupis
200 Campus Drive
Florham Park, NJ 07932
Any failure by Kalypsys to enforce any term of this Agreement against you or any
other user shall not be considered a waiver of Kalypsys’ right to enforce this
Agreement as to any future violations committed by you or any other User.
This Agreement is personal to you, and you have no right to assign this Agreement
to any party. Kalypsys may assign all of part of this Agreement to any party, at
any time. Kalypsys may substitute itself, by way of unilateral novation, effective
upon notice to you or upon posting to the Website, for any third party that
assumes Kalypsys’ rights and obligations under this Agreement.
Kalypsys respects the intellectual property rights of others. If you believe in
good faith that any content, Submission, or other material posted or otherwise
available on the Website infringes the copyright in your work, please contact our
copyright agent in writing, designated under the Digital Millennium Copyright Act
(“DMCA”) (17 U.S.C. §512(c)(3)), with correspondence containing the following:
A physical or electronic signature of the owner, or a person authorized to act
on behalf of the owner, of the copyrighted work that is allegedly infringed;
- Identification of the copyrighted work claimed to have been infringed;
Identification of the material that is claimed to be infringing together with
information reasonably sufficient to allow us to identify its location on the
- Information reasonably sufficient to permit Kalypsys to contact you;
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; and
A statement that the information in the notification is accurate, and under
penalty of perjury, that you are authorized to act on behalf of the owner of
an exclusive right that is allegedly infringed.
You acknowledge that if you fail to comply with all of the requirements of this
Section, your DMCA notice may not be valid. For any questions regarding this
procedure, or to submit a complaint, please contact Kalypsys’ designated DMCA
We will review and address all notices that comply with the requirements above. If
we remove or disable access in response to such a notice, we may notify the owner
or administrator of the affected site or content so that he or she can make a
If you believe in good faith that any content, Submission, or other material
posted on the Website infringes any of your rights other than in copyright (which
are subject to the Copyright Policy), or is otherwise unlawful, you must send a
notice to firstname.lastname@example.org containing the following information:
- Your name, physical address, e-mail address and phone number;
A description of the content, Submission, or other material posted on the
Website that you believe violates your rights or is otherwise unlawful, and
which parts of said materials you believe should be remedied or removed;
Identification of the location of the material on the Website. Including the
URL (the location as provided in your browser bar);
If you believe that the material violates your rights, a statement as to the
basis of the rights that you claim are violated;
If you believe that the material is unlawful or violates the rights of others,
a statement as to the basis of this belief;
A statement under penalty of perjury that you have a good faith belief that
use of the material in the manner complained of is not authorized and that the
information you are providing is accurate to the best of your knowledge and in
good faith; and,
- Your physical or electronic signature.
If we receive a message that complies with all of these requirements, we will
evaluate the submission, and if appropriate, in Kalypsys’ sole discretion,
Kalypsys will take action. We may disclose your submission to the poster of the
claimed violative material, or any other party. However, Kalypsys does not
guarantee that it will comply with all requests not required by law, and reserves
the right, in its sole discretion, to determine the course of conduct, if any, it
chooses to take.