By accessing or using any of the Lila Kelly Associates, LLC (hereinafter “LKA”) Internet properties including, without limitation, www.lilakelly.com, www.diversityintegration.com, related mobile websites, microsites, mobile applications, LKA profiles on social media sites and any other digital services or properties operated or used by LKA (collectively referred to as the “Sites”), you agree to comply with and be bound by these Terms of Use (“Terms of Use”). Please read these Terms of Use carefully as well as LKA’s Privacy Policy. If you do not agree to both the Terms of Use and the Privacy Policy, you must immediately terminate your use of the Sites.
1. License Grant. You are granted a personal, revocable, limited, non-exclusive, non-transferable license to access and use the Sites conditioned on your continued acceptance of, and compliance with, these Terms of Use. You may use the Sites and LKA Content (as defined below, see Section 9) for your noncommercial personal use and for no other purpose. LKA reserves the right to bar, restrict or suspend any user’s access to the Sites, and/or to terminate this license at any time for any reason.
2. License Restrictions. Unless otherwise expressly stated in these Terms of Use or you receive LKA’s prior written consent, you may not modify, translate, create derivative works of, copy, distribute, market, display, remove or alter any proprietary notices or labels from, lease, sell, sublicense, clone, transfer, decompile, reverse engineer, or incorporate into any information retrieval system (electronic or mechanical), the Sites, any LKA Content (as defined below, Section 9), or any portion thereof. Further, you may not: (i) use the Sites for any unauthorized or illegal purpose or activity including, but not limited to, any activity to obtain or attempt to obtain unauthorized access to the Sites, including LKA Content; (ii) interfere with the proper working of the Sites including, but not limited to, the transmission of any virus, worm, trap door, back door, timer, clock, Trojan horse, denial of service attack or other limiting routine, instruction or design; or (iii) interfere with any other person’s use and enjoyment of the Sites.
3. Your Acceptance; Revisions to Terms of Use. The Sites are available only to individuals who can enter into legally binding contracts under applicable law. These Terms of Use constitute a legally binding agreement between you and LKA regarding your use and access to the Sites. By using the Sites you unconditionally agree to the Terms of Use. LKA reserves the right to revise these Terms of Use at any time in its sole discretion by posting revised Terms of Use to the Sites. Your use of the Sites signifies your acceptance of all the terms and conditions contained within the Terms of Use posted at the time of your use.
4. LKA Policies; Additional Terms and Conditions. LKA’s Privacy Policy, as well as other additional terms and conditions applicable to certain portions of the Sites (collectively “Additional Terms and Conditions”) are incorporated by reference herein.
5. Single User License Agreements. Before using certain areas of the Sites you may be asked to indicate your acceptance of additional special terms and conditions by checking a box or clicking a button marked “I Accept” “I’ve read and accept” “I Agree” “Okay” “I Consent” or other words, signatures or actions that similarly acknowledge your consent or acceptance of a Single User License Agreement, as applicable. By checking a box or clicking a button marked “I Accept” “I’ve read and accept” “I Agree” “Okay” “I Consent” or other words, signatures or actions that similarly acknowledge your consent or acceptance of a Single User License Agreement on the Sites, you unconditionally agree to be bound by the terms of that Single User License Agreement. To the extent there is a conflict between these Terms of Use and any Single User License Agreement, these Terms of Use will govern.
6. Personal Login Information. If you are required to register and select a unique login and password (“Personal Login Information”), you must keep your Personal Login Information confidential, including taking appropriate measures to maintain the confidentiality, such as logging off and closing the Internet browser, especially when you are connected to the Internet through an unsecured network or when using a public computer. LKA is not liable for any harm caused by or related to the theft, misappropriation, disclosure, or unauthorized use of your Personal Login Information. You agree to contact LKA immediately if you become aware of or believe there is or may have been any unauthorized use of your Personal Login Information, or otherwise wish to deactivate your Personal Login Information due to security concerns.
7. Privacy Policy. For information about LKA’s data protection practices and LKA’s use and protection of your personal information, please read LKA’s Privacy Policy which is incorporated by reference into these Terms of Use.
8. User Obligations. As a precondition to use the Sites, you warrant and guarantee that you will abide by, without limitation, all applicable local, state, national and international laws and regulations with respect to your use of the Sites and not interfere with the use and enjoyment of the Sites by other users or with LKA’s operation and management of the Sites.
You unconditionally agree that you will not use the Sites to upload, download, post, email, transmit or otherwise make available any Content, including through any attachments thereto:
(a) that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise
objectionable;
(b) that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as, but not limited to, inside information, proprietary and confidential
information learned or disclosed as part of employment relationships or under nondisclosure agreements);
(c) that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
(d) any unsolicited or unauthorized advertising, promotional materials or spam;
(e) any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or
telecommunications equipment; and
(f) that may intentionally or unintentionally violate any applicable local, state, national or international law.
9. Copyright & Other Proprietary Rights. The Content of the Sites includes, without limitation,
(i) LKA’s trademarks, service marks, logos, brands, and brand names, trade dress and trade names and other distinctive identification (collectively “LKA Marks”); and
(ii) information, data, materials, interfaces, computer code, databases, products, services, software applications and tools, text, images, and photographs, and
(iii) the design, structure, selection, compilation, assembly, coordination, expression, functionalities, applications, look and feel, and arrangement of any content contained in or
available through the Sites (the items identified in subsections (i) (ii) and (iii) shall be collectively referred to herein as “LKA Content” or “Content”).
LKA Content is the property of LKA, its licensors, sponsors, partners, advertisers, content providers or other third parties and is protected by law. The reproduction, transmission, distribution, sale, publication, broadcast, circulation or dissemination of any LKA Content by you, or by you through any other person or entity, is strictly prohibited and unlawful unless express written consent is separately obtained from the owner of such content. You may not alter, delete, obscure or conceal any copyright or other notices appearing in LKA Content, including any such notices appearing on any LKA Content.
10. Third Party Information and Websites and Exclusion of Liability. Use of the Internet and the Sites is solely at your risk and is subject to, without limitation, all applicable local, state, national and international laws and regulations. Unless expressly required by law, LKA does not and cannot guarantee the confidentiality or security of any communication or other material transmitted to or from the Sites over the Internet or other communication network. The Sites may feature materials, information, products, and services provided by third parties. Any such information, including but not limited to articles, press clippings, opinions, advice, statements, services, offers or other information made available by third parties such as content providers and other users of the Sites are those of the respective third party and not of LKA or its affiliates. LKA makes no representation with respect to, nor does it guarantee or endorse, the quality, non-infringement, accuracy, completeness, timeliness, or reliability of such third party materials, information, services or products.
11. Notice for Claims of Intellectual Property or Copyright Infringement. LKA respects the intellectual property of others, and, particularly as to user generated content in comments, discussion
boards or in other user contributed content, as applicable; we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide LKA’s Copyright Agent the following information:
(a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
(b) a description of the copyrighted work or other intellectual property that you claim has been infringed;
(c) a description of where the material that you claim is infringing is located on the site;
(d) your address, telephone number, and email address;
(e) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
(f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the
copyright or intellectual property owner’s behalf.
LKA’s Copyright Agent for notice of claims of copyright or other intellectual property infringement can be reached at the following Sites contact page:
12. Advertisers. The Sites may contain advertisements. The inclusion of advertisements on the Sites does not imply endorsement of the advertised products or services. LKA shall not be responsible for any loss or damage of any kind incurred as a result of the presence of such advertisements on the Sites.
13. Links to Third Party Websites. The Sites may provide links (including any link through an on-line banner advertisement) to other sites on the Internet for your convenience. These other sites are maintained by third parties over which LKA exercises no control. The appearance of any such third party links is not intended to endorse any particular company or product. If you decide to access any of the third party sites linked to the Sites, you do so entirely at your own risk.
14. Links to Websites, Content, Sharing of Content. Links posted by third parties to the Sites and/or LKA Content may not use LKA trademarks or logos and shall not suggest that LKA promotes or
otherwise endorses any third party products, business relationships, services, causes, campaigns, Websites, content, or information. Any links to any portion of the Sites shall be the responsibility of the linking party. LKA reserves the right to require any linking party to disable or remove any link that violates LKA’s rights or causes interruption or deterioration of LKA Content.
15. Sharing of Content. You may download, copy or embed certain LKA not-for-purchase Content and other downloadable items displayed on the Sites for personal use only, provided that you maintain all copyright and other notices contained therein. Copying or storing of any LKA Content for other than personal use is expressly prohibited without prior written permission from, or the copyright holder identified in the copyright notice contained in the LKA Content. LKA reserves the right to require any party sharing LKA content to disable or remove the content should its use violate LKA’s rights or causes interruption or deterioration of LKA Content.
16. Warranties Disclaimed. THE WEBSITES AND CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” NEITHER LKA, ITS AFFILIATES, SUBSIDIARIES, EMPLOYEES, OFFICERS,
MEMBERS, OR TRUSTEES NOR ANY OF ITS AGENTS, REPRESENTATIVES, SUPPLIERS, ADVERTISERS, CONTRACTORS, PROMOTIONAL PARTNERS, OR LICENSORS (COLLECTIVELY “LKA PARTIES”) PROVIDE ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY OF ANY KIND, INCLUDING WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY THAT (i) THE SITES OR LKA CONTENT, OR ANY RESULTS THAT MAY BE OBTAINED BY YOU, ARE COMPLETE, ACCURATE, RELIABLE OR NON-INFRINGING; (ii) ACCESS TO THE SITES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; (iii) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SITES WILL MEET YOUR EXPECTATIONS; OR (iv) LKA CONTENT WILL REMAIN UNCHANGED OR ACCESSIBLE ON THE SITES. ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND/OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY.
17. Exclusion of and Limitation of Liability. LKA SHALL NOT BE LIABLE, AND DISCLAIMS ANY LIABILITY, FOR ANY CLAIM, LOSS OR DAMAGE, DIRECT OR INDIRECT, INCLUDING,
WITHOUT LIMITATION, COMPENSATORY, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER IN CONNECTION WITH, AS A RESULT OF, OR ARISING OUT OF THE USE OF OR INABILITY TO USE THE SITES AND/OR ANY LKA CONTENT. IN THE EVENT YOU ARE DISSATISFIED
WITH, OR DISPUTE, THESE TERMS OF USE, THE SITES AND/OR THE LKA CONTENT.
18. Exclusions permitted by law. Some jurisdictions do not allow the exclusion of certain warranties or conditions or the limitation or exclusion of liability for loss or damage caused by negligence, breach of contract or breach of implied terms, or incidental or consequential damages. Accordingly, only the above limitations in sections 16 and 17 which are lawful in the applicable jurisdiction will apply to you and LKA’s liability will be limited to the maximum extent permitted by law.
19. Indemnification. To the fullest extent permitted by law, you shall defend, indemnify, and hold harmless LKA from and against all claims arising from or in any way related to your use of the Sites and/or LKA Content, a violation by you of these Terms of Use or Code of Conduct, or any other actions connected with your use of the Sites and/or LKA Content, including any liability or expense, losses, damages (actual and consequential), suits, judgments, litigation costs and attorney fees.
20. Term and Termination. These Terms of Use will take effect at the time you begin using the Sites. LKA reserves the right, with or without notice, at any time and for any reason to deny you access to the Sites or to any portion thereof, and to terminate these Terms of Use. You may terminate these Terms of Use at any time by ceasing to use the LKA Sites, but all applicable provisions of these Terms of Use will survive such termination.
21. Arbitration; Venue. Any controversy or claim (“Claim”) you have arising out of or relating to these Terms of Use, with the exception of your indemnification duties detailed in Section 19 herein, shall be resolved first by good faith negotiation between the parties, and, then – if no resolution is reached within fifteen (15) business days – the matter shall be submitted to a single impartial arbitrator pursuant to proceedings administered by the American Arbitration Association under its rules for resolution of commercial disputes. Any such Claim shall be brought solely by you as an individual and not as part of, or as a representative of, a class. The arbitration shall be held in the city of Minneapolis, Minnesota. All submissions to the arbitrator, the proceedings and the award shall be confidential, and the arbitration shall be conducted on an expedited basis with minimal discovery. The arbitrator’s award shall be final and binding. The courts of the State of Minnesota and/or the United States District Court for the District of Minnesota shall have exclusive jurisdiction and venue over (i) any action concerning the enforcement of an arbitration award, or (ii) if arbitration is not permitted by law, then any Claim you have arising out of or relating to these Terms of Use. You agree to unconditionally and irrevocably submit to the exclusive
jurisdiction and venue of such courts and you will not object to such jurisdiction and venue on the grounds of lack of personal jurisdiction, inconvenient forum or otherwise. EACH PARTY
IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THESE TERMS OF USE. LKA reserves all rights and remedies available to it, in law or equity, with respect to any matter relating to these Terms of Use.
22. Governing Law. These Terms of Use and all matters regarding your use of the Sites shall be governed by, construed in accordance with, and enforced under the laws of the State of Minnesota
applicable to contracts made and executed and wholly performed in the State of Minnesota, without regard to choice of law principles. Neither the Uniform Computer Information Transaction Act nor the United Nations Convention on Contracts for International Sale of Goods shall apply and their applicability is expressly excluded. Printed copies of any and all agreements and/or notices in electronic form shall be admissible in any legal, investigative or regulatory proceedings.
23. Waiver and Severability. The failure to exercise or enforce any right or provision in these Terms of Use shall not constitute a waiver of such right or provision. If any provision of these Terms of Use is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be enforced to the fullest extent of the law, and all other provisions shall remain in full force and effect.
24. Complete Agreement. These Terms of Use, together with any revision, any Additional Terms or Conditions incorporated by reference, and any Single User License Agreement(s), constitutes the entire agreement between you and the relating to the Sites and its use by you, and supersedes any previous written or oral communication regarding use of the Sites.
25. Use of Websites and Content outside of the United States. LKA makes no claims regarding access or use of the Sites or the LKA Content outside of the United States. If you use or access the Sites or the LKA Content outside of the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction as well as these Terms of Use.
26. Social Media. LKA may provide opportunities for user interaction within its Sites and social media profiles on sites such as Facebook, Twitter, LinkedIn, and various blogging sites. On those social media profiles, content and links to other Internet sites should not be construed as an endorsement of the organizations, entities, views or content contained therein. LKA is not responsible for content or links posted by others.
27. User Generated Content. By contributing User Content to any of the Sites or social media profiles, users acknowledge that this information is available to the public and grant LKA a nonexclusive license to display, reproduce, transmit, modify such User Content and that LKA may use the User Content for internal and external marketing purposes. You are solely responsible for the User Content you submit. LKA retains the right to remove any content from the Sites for any reason.
These Terms of Use are subject to amendment or modification at any time.
Last updated January 1, 2023