TERMS AND CONDITIONS

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THESE TERMS AND CONDITIONS ("TERMS AND CONDITIONS") AND ANY ORDER (AS DEFINED HEREIN) FORM A BINDING AGREEMENT BETWEEN BESKAR CAPITAL KTS, LLC (“COMPANY”), AND YOU AND, IF APPLICABLE, THE COMPANY OR LEGAL ENTITY THAT YOU REPRESENT (YOU OR YOUR COMPANY OR LEGAL ENTITY MAY BE COLLECTIVELY REFERRED TO AS “YOU” OR “MEMBER”) FOR YOUR USE OF THE SERVICES (AS DEFINED HEREIN). 

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BY CLICKING THE "I ACCEPT" BUTTON YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.  IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU ARE AUTHORIZED TO BIND THAT COMPANY OR LEGAL ENTITY TO THIS AGREEMENT.  IF YOU DO NOT HAVE SUCH AUTHORITY OR ARE UNWILLING OR UNABLE TO BE BOUND BY THIS AGREEMENT, DO NOT CLICK “I ACCEPT” AND DO NOT ACCESS OR USE THE SERVICES.

BY USING THE SERVICES, YOU WARRANT THAT: (A) YOU ARE 18 YEARS OF AGE OR OLDER AN OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; (B) YOU ARE COMPETENT TO UNDERSTAND AND ABIDE BY THE TERMS; (C) YOU HAVE READ AND UNDERSTAND THE TERMS; (D) YOU AGREE THAT THE TERMS ARE VALID; (E) YOU AGREE TO THESE TERMS FOR VALUABLE CONSIDERATION WHICH HAS BEEN RECEIVED AND IS SUFFICIENT; (F) YOU HAVE ENTERED INTO A LEGAL AGREEMENT WITH COMPANY; AND (G) YOU AGREE TO ABIDE BY THE TERMS DURING YOUR USE OF THE SERVICES, SYSTEM, SOFTWARE, AND PROFESSIONAL SERVICES. 

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1.    Definitions. As used in this Agreement, the following terms shall have the meaning described herein, and shall include the plural as well as the singular.

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(a)    “Agreement” shall mean these Terms and Conditions and any written amendments signed by both parties. 

(b)    “Authorized Users” shall mean Member or agents that are specifically authorized by Member to access and use the Services.

(c)    “Member Data” shall mean the data obtained by Company through Member’s and the Authorized User’s use of the Services. 

(d)    “Fees” shall mean the fees set forth in a subscription. 

(e)    “Intellectual Property” shall mean any and all content, ideas, graphs, graphics, figures, tools, data, screenshots, or insight. 

(f)    “Member” shall mean an individual or entity that has entered into a valid subscription agreement with the Company. 

(g)    “Services” shall mean providing Members and Authorized Users with the ability to access and use the content provided by the Company.

(h)    “Software” shall mean any software Member and its Authorized Users are able to access through their use of the Service, including limitation the Application, and any computer programs, graphics, and user interfaces related to the foregoing. 

(i)    “Application” shall mean the specific Software by which Members interact with the Services or Content. 

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2.    Services and Licenses

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(a)    Services. Subject to the terms and provisions of this Agreement, Company hereby grants to Member and its Authorized Users a limited, non-exclusive, non-transferable, non-sublicensable license during the subscription term to access and use the Service and Content.

(b)    Authorized Users. Member acknowledges and agrees that it will be liable for any action or omission by an Authorized User that would, if it were an action or omission of the Member, have been a breach of this Agreement.

(c)    Restrictions on Use. Member and its Authorized Users will not, and will not permit any third-party to: (i) interfere with the Service, other Company’s customers’ access to the Service, or with the security of the Service, (ii) lease, distribute, or resell the Service; (iii) use the Service as a basis for developing a competitive system or software (or contract with a third party to do so); (iv) remove or alter any of the logos, trademark, patent or copyright notices, confidentiality or propriety legends or other notices or markings that may appear on or in the Service; (v) make the Service available to third parties as managed or network provisioned services; (vi) attack or disrupt the Service, including without limitation through any denial of service (DoS) attacks, unauthorized access, monitoring or crawling, or distribution of malware (including but not limited to virus, Trojan horses, worms, time bombs, spyware, adware, or cancelbots); (vii) modify, translate, or create derivative works based on the Service or Content; or (viii) use the Service or Content other than in accordance with this Agreement and other than in compliance with all applicable laws and regulations.  If Company suspects that Member or its Authorized Users have violated the requirements of this Section 2(c), Company may suspend that member and its Authorized Users access to the Service without advanced notice, in addition to other remedies Company may have. Company is not obligated to take any action against that Member or its Authorized Users or any other Service Member or other third party for violating this Agreement, but Company is free to take any such action it sees fit.

(d)    Unauthorized Access. Member agrees to take reasonable steps to prevent unauthorized access to the Service, including by protecting Member and its Authorized Users passwords and other log-in information associated with member’s or its Authorized Users’ account. Member shall notify Company immediately if Member knows of or suspects unauthorized use of the Service or breach of its security. Member agrees that it shall be liable for actions taken under or through the use of any Member and its Authorized User account, whether or not such use was authorized.
  
3.    Company Intellectual Property
 
(a)     Company Intellectual Property. As between the Parties, Company retains all right, title, and interest in and to the any and all Intellectual Property associated with the Service and Content, including without limitation the Software, and any and all graphics, user interfaces, logos, and trademarks used in or reproduced through the Service. This Agreement does not grant Member any intellectual property license or rights in or to the Services and Content or any component or aspect thereof. Member recognizes that the Service and Content or any component or aspect thereof are protected by copyright and other laws. You hereby agree to not share any of the Intellectual Property, including but not limited to, the content, concepts, ideas, graphs, graphics, figures, tools, data, screenshots, or insight accessed within the Beskar Capital KTS Member pages outside of the membership community within the Beskar Capital KTS website.  Any Member that is discovered to share of any Company Intellectual Property as described in this section (a) above accepts that Membership may be immediately terminated without any refund or partial refund.

(b)    Feedback. Company has not agreed to and does not agree to treat as confidential any Feedback (as defined below) that Member or any Authorized Users provide to Company, and nothing in this Agreement or in the Parties’ dealings arising out of or related to this Agreement will restrict Company’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting Member or the Authorized Users in question. Member hereby grants to Company a perpetual, irrevocable right and license to exploit Feedback in any and every way. (“Feedback” refers to any suggestion or idea for improving or otherwise modifying the Service or Content.)

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4.    Not Investment Advice.

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    (a)    Not Investment Advice. Beskar Capital Content and its Services are provided for informational purposes only. Nothing contained in the Beskar Capital Content constitutes investment advice, nor does it represent a recommendation, offer, or solicitation to buy or sell any specific investment product, security, or service. All investments involve inherent risks, including the risk of loss. Readers should evaluate all information considering their individual circumstances and consult with a qualified financial adviser. By purchasing and accessing Beskar Capital Content, you acknowledge that you have read and understand this disclaimer and agree that Beskar Capital KTS bears no liability for any actions taken based on the use of this material.

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5.    Fees, Payment, and Refunds.

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(a)    Fees. Unless otherwise agreed to by the Parties, Member will pay Company the Fees described on the subscription page in accordance with the terms herein. 

(b)    Payment. Member must pay the Fees using valid a credit, debit card, or use of a bona-fide electronic payment provider (i.e., PayPal) (“Payment Method”). By using a Payment Method, Member is hereby representing and warranting Member’s full right and authority to pay the Fees in the manner elected without violating any applicable law, rule, or regulation. Member remains responsible for any uncollected amounts. If any Fee is not successfully settled, due to expiration, insufficient funds, or otherwise, Company may suspend Member’s access to the Service until Company has successfully charged a valid Payment Method.
(c)    Refunds. All payments for our Services and Content are final and non-refundable. By purchasing or subscribing to Beskar Capital KTS Content, you acknowledge and agree that the Company does not provide refunds or partial refunds for any reason, including not limited to unused time, early cancellation, dissatisfaction, or failure to use the Service. Access to the Service will remain available through the end of the paid term.  

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6.    Representations and Warranties and Limitation of Liability

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(a)    DISCLAIMER. THE SERVICE AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, COMPANY MAKES NO OTHER WARRANTIES WITH RESPECT TO THE SERVICE OR CONTENT, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, QUIET ENJOYMENT, QUALITY OF INFORMATION, OR TITLE/NON-INFRINGEMENT AND ALL SUCH WARRANTIES ARE HEREBY SPECIFICALLY DISCLAIMED.

(b)    LIMITATION OF LIABILITY. EXCEPT AS OTHERWISE PROVIDED HEREIN, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF DATA, BUSINESS OR PROFITS, WHETHER OR NOT FORESEEABLE AND WHETHER OR NOT BASED ON BREACH OF WARRANTY, CONTRACT, OR NEGLIGENCE IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES PROVIDED HEREUNDER, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

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7.    Data 

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(a)    Use of Member Data. Company shall use, store, disclose, and otherwise process the Member Data: (i) for the purpose of performing its obligations under this Agreement; (ii) in accordance with its privacy policy, which is available at www.beskarcapitalkts.com (“Privacy Policy”) and which is hereby incorporated by reference, or (iii) when required to do so by applicable law, and Company informs Member of that legal requirement before processing and minimizes any disclosures to the maximum extent permitted by law.

(b)    Aggregate & Anonymized Data. Notwithstanding anything to the contrary herein, Company may use, reproduce, sell, publicize, or otherwise exploit Aggregate Data in any way, in its sole discretion. (“Aggregate Data” refers to Member Data with the following removed: personally identifiable information and the names and addresses of Authorized Users). 

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8.    Miscellaneous

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(a)    Survival. The terms of this Agreement that by their sense and context should survive any termination or expiration of this Agreement shall survive the termination or expiration of this Agreement and any payment obligations that accrue prior to such termination or expiration.

(b)    Binding Effect and Third-Party Beneficiary. Except as specifically stated in this Agreement, neither Party, nor any of their respective employees or agents, will have the power or authority to bind or obligate the other Party. No third party is a beneficiary of this Agreement. 

(c)    Waiver of Rights. Except where specifically stated to the contrary, all remedies available to either party for breach of this Agreement under this Agreement, at law, or in equity, are cumulative and nonexclusive. A waiver or failure of either Party at any time to require performance by the other Party of any provision hereof will not affect the full right to require such performance at any time thereafter.

(d)    Severability. If any provision or portion thereof of this Agreement or its application in a particular circumstance is held to be invalid or unenforceable to any extent in any jurisdiction, such provision or portion thereof will, as to such jurisdiction only, be ineffective to the extent of such unenforceability, all other provisions and portions thereof of this Agreement will not be affected thereby and will be valid and enforced to the fullest extent permitted by law.

(e)    Choice of Law. This Agreement, as well as any and all tort claims arising from this Agreement or arising from any of the proposals, negotiations, communications or understandings regarding this Agreement, will be governed by and construed in accordance with the laws of the State of Ohio, United States of America, (“Ohio”), accept to the extent preempted by federal law.  

(f)    Entire Agreement. This Agreement governs Member’s use of the Services, and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between Member and Company with respect to the Services. Notwithstanding the foregoing, Member may also be subject to additional terms and conditions, posted policies (including but not limited to the Privacy Policy), guidelines, or rules that may apply when Member purchases certain elements of the Services, affiliate or advertiser services, third-party content or third-party software.