Acceptance of Terms
KGI Wireless, Inc. (“KGI”) maintains this website (the “Website”) to provide visitors with information (“Content”) about its wireless site inventory and related services, and to permit certain authorized users to upload information about that inventory, such as site photographs. By visiting, downloading from, or otherwise using the Website, you accept without limitation or qualification, all the following Terms of Use. If you do not accept these Terms of Use, you are not authorized to visit or connect to the Website for any purpose whatsoever.
Limited License to Use the Website
If you accept all of these Terms of Use, KGI grants you a limited license to visit and use the Website for the following limited purposes: to view online, or to download, those portions of the Content that KGI has expressly made available for downloading; to view online the remaining Content (and not to download it except for caching purposes), to learn about KGI’s services, to communicate with KGI about KGI’s services, and to upload Content such as site photographs to the Website (if you have been expressly authorized by KGI to do so). You are not authorized or permitted to use the Website for any other purpose, and you agree not to do so.
Without limiting the foregoing sentence, but to clarify it, prohibited uses specifically include the following: including the Content as part of another website (whether by framing or otherwise); copying or republishing the Content or any portion of the Website in another website, or in another medium; probing, scanning, or testing the security or authentication measures, or vulnerability, of any portion of the Website or any network or computer system connected to the Website; performing any activity that imposes an unreasonably or disproportionately heavy load on the infrastructure of the Website, or any networks or systems connected to it, including Google Maps™; obtaining or attempting to obtain any documents or information that are not purposefully made available through the Website by KGI; disassembling, decompiling, or reverse engineering, any portion of the Website, any Content, or any programming used to deliver the Website or the Content; using the Site Locator system for any purpose outside the scope of locating wireless sites within the KGI system for the purpose of contracting through KGI with respect to one or more of those sites. (You are not permitted, for example, to use the Site Locator system data in the performance of any function of real time route guidance, vehicle tracking, dispatch, fleet management, or similar applications.) KGI reserves the right to use technological measures to bar any activity not permitted by this license.
Termination of the Limited License
The license granted in these Terms of Use is expressly conditioned upon your complete acceptance of these Terms of Use, and your compliance with all of the terms and conditions stated here. If you reject or fail to comply with any provision in these Terms of Use, then your license to use the Website is immediately and automatically terminated, without further notice. In addition, unless otherwise agreed in a signed writing executed by KGI and you, KGI reserves the right to terminate your access to the Website, to modify the Website, or to discontinue the Website at any time, for any or no reason, without notice to you.
Email and Other Electronic Communications
KGI frequently uses email messages and other electronic communications to facilitate the exchange of information with various people, including visitors to the Website. KGI does not, however, enter into contracts through the exchange of email messages. Similarly, KGI does not make offers or promises in email messages on which any person may rely. To ensure KGI is aware of and will honor its commitments, KGI only makes binding promises in (1) definitive written contracts that are physically signed by and delivered to all parties, and (2) on pages of the Website (such as these Terms of Use) that are explicitly contractual in nature. Sending a message to KGI via email or through the Website will not cause KGI to have any special responsibility to you.
Unless KGI has expressly agreed in writing to keep information you provide confidential, you should not submit any information you consider to be confidential to KGI through the Website, via email, or otherwise. Any information you provide to KGI without an express written commitment from KGI to keep the information confidential shall be deemed to be non-confidential, and KGI will be free to use that information on an unrestricted basis. Even though portions of the Website may use SSL encryption to try to prevent interception of passwords or other information, Internet transmissions are never completely private or secure. You understand that any message or information you send to the Website may be read or intercepted by others.
KGI’s Communications on Behalf of Its Clients
KGI negotiates in good faith for certain clients but is not authorized to make binding offers or promises on their behalf. Any contract resulting from such negotiations is subject to final approval given directly by an authorized representative of KGI’s client.
Accuracy of Content on the Website
KGI provides access through the Website to data about the wireless site inventory that is collected by KGI from a number of sources. While KGI desires the data to be helpful, KGI does not warrant that the data (including photographs, measurements, specifications, and so forth) is accurate, complete, current, merchantable, or suitable for any particular purpose. You agree to verify any information on which you intend to rely prior to relying on it. KGI reserves the right to correct or supplement any information on the Website at any time, without notice, but does not commit to do so. Press releases and related pages presented on the Website were checked for accuracy when produced and published. However, you should not rely on the continued accuracy of any such pages beyond the date of issuance. KGI has no responsibility to update these pages and viewers should be mindful that information can change after publication. Press releases may be reproduced solely for editorial purposes in daily newspapers, general circulation new magazines, trade publications, and broadcast media.
This Website may contain statements, projections, or estimates that qualify as “forward-looking statements” according to U.S. federal securities laws. Words such as “believe,” “expect,” “intend,” “project,” “will” and similar expressions may constitute forward-looking statements that are not historical in nature. Forward-looking statements are by their nature uncertain and subject to certain risks which may have a different result from KGI’s historical experience, present expectations, or projections. Such forward-looking statements are based upon, or shall be based upon, KGI’s judgment with respect to forward events and subject to any number of uncertainties and risks which could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements. You should therefore not place any undue reliance on forward-looking statements which speak only as of the date they are made. KGI is under no obligation to publicly update or revise any forward-looking statements.
Accounts, Passwords and Security
Access to certain portions of the Website and certain services is limited to those visitors to whom KGI has granted an account. If KGI or the Website requests information about you in connection with granting you an account, you must provide current, complete and accurate information. You are responsible for maintaining the confidentiality of your password and other account information, and the security of any computer system you use to access the Website. You are responsible for all activities that occur through the use of your account, unless a person gains access to your account through no fault or negligence of your own. You agree to notify KGI immediately if you suspect any unauthorized use of your account or any other breach of security with regard to the Website.
Intellectual Property
The Website and all Content is Copyright © 2000-2016 KGI Wireless, Inc. or its licensors. All rights reserved. All Content, including graphics, icons, illustrations, maps, photographs, logos, sound clips, text, video, the look and feel of the Website (including our color combinations and any other elements) is the property of KGI or its content providers, and may be protected by United States and international copyright laws. Except as expressly permitted by these Terms of Use, you may not distribute, license, modify, remove, delete, augment, add to, transmit, create derivative works from, publish, participate in the transfer or sale of, or in any way exploit anything you copy from the Website, in whole or in part, including graphics, icons, illustrations, images, logos, maps, photographs, sounds, text, video, or any other element for any reason.
KGI does not claim ownership of Content you upload or otherwise submit for use on the Website. However, by submitting such Content, you grant KGI a license to use that Content on the Website, including, without limitation, a license to copy, distribute, transmit, publicly display, edit, reproduce, and reformat that Content. You may only upload Content if it is in the public domain, or if you own the copyright and other intellectual property rights in the Content, or if you have a license that permits you to sub-license these rights to KGI. By providing Content to KGI, you warrant that KGI’s use and display of the Content will not infringe the intellectual property rights of any person. All trademarks or service marks are the property of their owners and all rights are reserved.
Notice and Procedure for Claims of Copyright Infringement
KGI respects the intellectual property rights of others. If you believe that your work has been copied or used in a way that constitutes copyright infringement, please contact KGI’s copyright agent at CopyrightAgent@KGIWireless.com.
International Users
The Website and associated services are controlled and operated within the United States of America. The Website is not targeted or directed to persons residing outside the United States and its territories. KGI makes no representation that Content, downloadable files, or other information available on or through the Website are appropriate or available for use outside the United States. When you access our services from a location outside the United States, you are responsible for compliance with all applicable laws, including without limitation U.S. export laws and regulations.
Hyperlinks to KGIWireless.com
KGI permits and encourages links to its Website from other sites, subject to the following conditions: links must preserve the navigational integrity of the Website; links must not frame or otherwise display the Website or any portion of the Website in such a way as to confuse the origin of the Website or to suggest an affiliation between KGI and any other company, product, or services; and links must not suggest that KGI promotes or endorses any third party’s causes, ideas, products, websites, or services. KGI reserves the right to withdraw its permission for any link to the Website.
References and Hyperlinks to Other Companies
Any reference on the Website to any services, processes, products, external websites, or any information by trademark, trade name, supplier, manufacturer, service provider, or otherwise does not constitute or imply its sponsorship, recommendation, or endorsement by or of KGI. Any service or product information is solely the responsibility of each individual content or service provider. The Website contains hyperlinks to Internet websites that are not maintained by or related to KGI. Such hyperlinks are provided as a service to users, or are inserted in accordance with our agreements with licensed content providers. KGI has not reviewed all of the third party websites linked to the Website. KGI does not vouch for the accuracy of information provided by unaffiliated websites, and disclaims all warranties, express or implied, as to the accuracy, legality, reliability, or validity of any third party website.
Indemnification
You agree to indemnify, defend, and hold KGI and all of its agents, contractors, directors, officers, owners, employees, content providers, licensors and licensees, and other stakeholders (collectively, “Indemnified Parties”) harmless from and against any and all liability and costs (including, without limitation, attorneys’ fees and costs), incurred by the Indemnified Parties in connection with any claim arising out of any breach by you of these Terms of Use. You agree to cooperate fully in KGI’s defense of any such claim. KGI reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and such assumption will not relieve you of your obligation to indemnify KGI except to the limited extent, if any, that you are actually prejudiced by KGI’s assumption of that defense. You shall not settle any matter subject to this indemnity without the prior written and signed consent of KGI.
Disclaimer of Warranties and Limitation of Liability
THE USE OF THE WEBSITE, KGI’S SERVICES OR THE DOWNLOADING OR OTHER USE OF ANY CONTENT AVAILABLE THROUGH THE WEBSITE IS DONE AT YOUR OWN RISK AND DISCRETION. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA, OR OTHER HARM THAT MAY RESULT FROM SUCH ACTIVITIES. THE WEBSITE, INCLUDING ALL CONTENT AND FUNCTIONS MADE AVAILABLE ON OR ACCESSED THROUGH THE WEBSITE, IS PROVIDED TO YOU “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMISSIBLE BY LAW, KGI MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND (1) FOR THE ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF ANY CONTENT PUBLISHED ON THE WEBSITE; (2) THAT THE WEBSITE’S CONTENT IS ACCURATE, COMPLETE, OR CURRENT, OR THAT ANY ERRORS IN THE WEBSITE’S CONTENT OR FUNCTIONS THAT ARE REPORTED TO KGI WILL BE CORRECTED; OR (3) THAT THE WEBSITE AND ANY CONNECTED COMPUTER SYSTEM IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS THAT MAY INFECT OR CAUSE DAMAGE TO YOUR COMPUTER, SYSTEM, NETWORK, OR ANY OTHER PROPERTY.
UNDER NO CIRCUMSTANCES, INCLUDING KGI’S NEGLIGENCE, SHALL KGI, NOR ANY OF ITS AFFILIATES, EMPLOYEES, AGENTS, OR THIRD PARTY CONTENT PROVIDERS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR SPECIAL DAMAGES, OR FOR ANY LOST PROFITS, DAMAGE TO REPUTATION, LOST OPPORTUNITITES, OR SIMILAR DAMAGES, RELATED TO (1) YOUR USE OR ANY OTHER PERSON’S USE OF THE WEBSITE, (2) ANY INABILITY TO USE THE WEBSITE, (3) ERRORS OR OMISSIONS IN THE CONTENT AND FUNCTIONS OF THE WEBSITE, (4) ANY LOSS OR DAMAGE CAUSED TO YOU IN CONNECTION WITH THE USE OF OR RELIANCE ON ANY CONTENT, GOODS, OR SERVICES AVAILABLE ON OR THROUGH THE WEBSITE OR ANY EXTERNAL SITES OR SERVICES LINKED FROM THE WEBSITE, EVEN IF KGI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ERRORS OR OMISSIONS. SOME STATES MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL KGI’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) EXCEED $1.00 (ONE DOLLAR, U.S.). CERTAIN JURISDICTIONS DO NOT PERMIT EXCLUSIONS OF IMPLIED WARRANTIES, OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IN SUCH INSTANCES, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY.
Entire Agreement and Severability
These Terms of Use constitute the entire agreement between KGI and you with respect to your use of the Website. No communication to or from KGI or any KGI personnel can modify these Terms of Use, unless in writing and signed by an authorized representative of KGI. The provisions of these Terms of Use are severable. If for any reason a tribunal of competent jurisdiction finds any provision of these Terms of Use, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to affect the intent of this agreement, and the remaining provisions of the Terms of Use shall continue in full force and effect.
Governing Law and Dispute Resolution through Arbitration
You agree that all matters relating to your use of the Website, including all disputes, will be governed by the laws of the United States and by the laws of the State of Texas without regard to its conflicts of laws provisions. Unless otherwise expressly agreed in writing, any dispute related to KGI or the Website in any way will be resolved in private, confidential arbitration in Travis County, Texas, under the Commercial Arbitration Rules of the American Arbitration Association, provided that either KGI or you may bring an injunctive proceeding in any court of competent jurisdiction to preserve the status quo, to protect the jurisdiction of the arbitrators, or to protect trade secrets or other intellectual property rights against misappropriation or infringement. Any cause of action arising from or related to your use of the Website (other than an action for misappropriation or infringement of intellectual property rights, or an action brought under the express indemnity set forth in these Terms of Use) must be commenced within one (1) year after the claim or cause of action arises, or such claim or cause of action is barred.
Modifications to these Terms of Use
KGI reserves the right to change these Terms of Use at any time, without prior notice. You may view the current Terms of Use at any time by visiting https://KGIWireless.com/terms-of-use/. These Terms of Use were last revised on December, 13th, 2019. You may also review the previous version of these Terms of Use.
