Miscellaneous

The relationship of the parties is that of independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. The TOS contains the entire understanding of the parties with respect to the subject matter covered herein and supersede any prior agreements with respect to such subject matter. The validity, interpretation and enforcement of the TOS, matters arising out of or related to the TOS or its making, performance or breach, and related matters shall be governed by the internal laws of the State of New York (without reference to choice of law doctrine). Subject to the Arbitration Agreement above, any legal action or proceeding concerning the validity, interpretation and enforcement of the TOS, matters arising out of or related to this TOS or its making, performance or breach, or related matters shall be brought exclusively in the courts of the State of New York in the County of New York or of the United States of America for the Southern District of New York, and all parties consent to the exclusive jurisdiction of those courts, waiving any objection to the propriety or convenience of such venues. If any individual term of the TOS is found to be invalid or unenforceable by any legal or regulatory body of competent jurisdiction, or arbitration as applicable, such finding will be limited solely to such invalid or unenforceable part, without affecting the remaining parts of such individual term, or any other part of the TOS, so that the TOS shall otherwise remain in full force and effect. The TOS shall be binding upon and shall inure to the benefit of each party and their respective legal representatives, successors in interest and permitted assigns. Kairos will not be liable for any damages, including actual, indirect, special, or consequential damages arising from the submission or use of your Content, either by Kairos or any sublicensee thereof, or the termination of your Contributor Account. You expressly consent to all the potential uses of your content contemplated hereby, and have no right to demand any particularized compensation arising from any individual or aggregate usage. Please note that Kairos reserves the right to modify these terms at any time in its sole discretion, it being understood that no changes shall apply to any pending arbitration proceeding commenced or legal claims asserted prior to such change. Kairos will notify you of any such change by an announcement on this page, your login page, and/or by other means to provide you the opportunity to review the modifications before they become effective. Modifications to these TOS will not apply retroactively. By continuing to make Content available through Kairos, you agree to be bound by all such changes. If you do not agree with any of the changes, please remove from Kairos, pursuant to the terms herein, all or that portion of your Content to which you do not wish the changes to apply. In the event that you breach any of the terms of this or any other agreement with Kairos, Kairos shall have the right to terminate your account without further notice, in addition to Kairos's other rights at law and/or equity. It is expressly understood and agreed that this TOS is entered into solely for the mutual benefit of the parties herein and that no benefits, rights, duties, or obligations are intended by this TOS as to third parties.