THE FOLLOWING USE AGREEMENT (the “Agreement”) governs your use of https://keyeats.com/, members.keyeats.com, the Key Eats iOS app, the Key Eats Android app, as well as any other websites or apps hosted by Key Eats (the “Website”). It is vitally important that you read the Agreement carefully, as your use of the Website will constitute your agreement to be legally bound by the terms and conditions set out in the Agreement. The Agreement also governs your use of the services and goods provided through or in connection with the Website (collectively, the “Service”). Each time you use the Service, you acknowledge that you have read the Agreement and agree to be legally bound by it. If you do not agree to be bound by the Agreement, you may not use the Service.
1. The Nature of the Website. The Website acts solely as an online marketplace for you to find and transact with other users, Members, consumers or sellers (the “Users”) business transactions related to the products or services displayed on the Service or otherwise associated with the Service.
Keyto is not responsible and you agree that Keyto will bear no liability for any products, services, information or other materials displayed, purchased, or obtained by you from the Website. Keyto does not endorse, warrant or guarantee the products or services of any user of the Website or the Service.
Keyto is not liable for any delays, inaccuracies, errors or omissions with respect to the information posted on the Website or submitted to the Website or the transmission or delivery of all or any part thereof, for any damage arising therefrom or occasioned thereby, or for the results obtained from the use of the information. You assume the entire risk as to the accuracy, adequacy, completeness, currency, validity and quality of any information.
Any information on the Website is subject to change without notice.
2. LINKS. Keyto and Affiliates may provide links to external websites or resources for your convenience and reference only. Keyto and Affiliates do not endorse and are not responsible for the availability of these external websites or resources or for any content, advertising, products, or other materials on or available from such external websites or resources. Your use of and dealings with the owners or operators of these external websites or resources are at your own risk. You cannot make any claim against Keyto, its Affiliates or its service providers arising out of your use of external websites or resources.
3. OWNERSHIP. All of the material included on the Website, including but not limited to trademarks, text, graphics, logos and service marks (collectively, the “Content”), is the property of Keyto and other parties. U.S. and international copyright law protects all Content available on the Website. Your use of the Service and the Content does not transfer to you any ownership or other rights in the Service or the Content. You may download Content displayed on the Website for your personal, noncommercial use only, provided you also retain all copyright and other proprietary notices contained on the Content. You may not modify, copy, distribute, transmit, display, publish, sell, license, or create derivative works using any of the Content for commercial or public purposes.
4. ACCEPTABLE USE OF THE WEBSITE. Your use of the Service must be lawful and consistent with the security and reliability of the Service and the World Wide Web. In addition, the following rules apply to your use of the Service:
I. Membership registration is open only to residents of the 50 United States and the District of Columbia, and other worldwide countries.
II. Your use of the Service is subject to all applicable local, state, national and international laws and regulations. Your conduct is also subject to applicable laws, regulations, policies and procedures related to Internet use.
III. You are solely responsible for the content of your transmissions and the products you buy or sell through the Service. You acknowledge and agree that Keyto does not endorse the actions, the contents of communications, or the products of the Users.
IV. You must obtain and maintain, at your own expense, any equipment or ancillary services needed to connect to, access or otherwise use the Service, including, without limitation, modems, hardware, software, and long distance and local telephone service. You are responsible for ensuring that such equipment and ancillary services are compatible with the Service.
V. You must complete all transactions you agree to complete in connection with the Service.
VI. You agree to forward all feedback you receive regarding the Service to when acting as a seller. In the event that you wish to provide feedback to related to your use of the Service as a consumer, please email us at contact @ [email protected] We welcome consumer comments. By submitting any comments to the above email address, you give your consent to the reproduction or all or part of such comments on the Website or in marketing materials, provided that shall under no circumstances display your personally identifying data in conjunction with any use of such comments.
SUBSCRIPTIONS AUTOMATICALLY RENEW UNTIL YOU CANCEL AND HOW TO CANCEL YOUR SUBSCRIPTION. All amounts are payable and charged: (i) for one-off purchase (e.g. lifetime Subscription), at the time you place your order; and (ii) For monthly or yearly subscriptions, at the beginning of the subscription and, because each such subscription renews automatically for an additional period equal in length to the expiring subscription term until you cancel it, at the time of each renewal until you cancel, using the Payment Information you have provided. You must cancel your monthly or yearly Subscription before it renews to avoid the billing of the fees for the next Subscription period. If you purchase your Subscription via the Site, you can cancel the renewal of your subscription at any time by contacting us by email at [email protected] If you purchase your Subscription via an App Provider, you can cancel the renewal of your subscription at any time with the App Provider. You will not receive a refund for the fees you already paid for your current subscription period and you will continue to receive the Services ordered until the end of your current Subscription period.
6. PROHIBITED CONDUCT. You must not: (a) use the Service for any illegal purpose or for the transmission of any material that is unlawful, harassing, libelous, invasive of another’s privacy, abusive, threatening, harmful, vulgar, obscene, tortious, or otherwise objectionable, or that infringes or may infringe the intellectual property or other rights of another, including the sale of pornography, firearms and ammunition, living creatures and parts of endangered species, stocks and other securities, drugs and drug paraphernalia, human body parts and remains; (b) directly or indirectly interfere or attempt to interfere with the proper working of the Website, any account, or any communication or transaction being conducted on our Website; (c) use any robot, spider, other automatic device, or manual process to monitor or copy our web pages or the Content without our prior expressed written permission; (d) take any action which imposes an unreasonable or disproportionately large load on our infrastructure, (e) use or disclose (to anyone except Keyto) any information you obtain about or from other users of the Service, or you obtain from Keyto if such information is marked confidential, for any purpose except fulfillment of orders initiated by the Users or negotiating prices with the Users, (f) conduct fraud, hide or attempt to hide your identity, represent yourself as someone else, or manipulate or attempt to manipulate prices, compromise or attempt to compromise the security of any account, interfere or attempt to interfere with the proper working of the Service, or (g) send any unsolicited e-mail or advertising to any known User.
9. LIMITATION OF LIABILITY. Keyto and its service providers shall not be liable for any indirect, incidental, special or consequential damages resulting from the use or the inability to use the service or for cost of procurement of substitute goods and services or resulting from any goods or services purchased or obtained or messages received or transactions entered into through the Service or resulting from unauthorized access to or alteration of your transmissions or data, including but not limited to, damages for loss of profits, use, data or other intangible, even if or its service providers have been advised of the possibility of such damages. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages so some of the above limitations may not apply to you. In no event will Keyto and its service providers ever be liable to you or any other person for any claims, proceedings, liabilities, obligations, damages, losses, and costs, whether in contract, tort or under other fault or wrongdoing by or its service providers or any person for whom either or its service providers are responsible, in an amount exceeding the amount you paid to for the use of the Service which is the subject of the claim.
10. INDEMNIFICATION. You agree to indemnify and hold Keyto, its subsidiaries, affiliates, officers and employees, and service providers harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your use of the Service, the violation of this Agreement by you, or the infringement by you, or other user of the Service using your computer, of any intellectual property or other right of any person or entity. Even though prohibited, people may provide information that is offensive, false, harmful, or deceptive. Keyto and its Service providers assume no responsibility whatsoever for such content or actions.
11. RELEASE. You hereby release, remise and forever discharge Keyto and its Service providers and each of their respective agents, directors, officers, employees, information providers, service providers, suppliers, licensors and licensees, and all other related, associated, or connected persons from any and all manner of rights, claims, complaints, demands, causes of action, proceedings, liabilities, obligations, legal fees, costs, and disbursements of any nature and kind whatsoever and howsoever arising, whether known or unknown, which now or hereafter exist, which arise from, relate to, or are connected with your use of the Service.
12. TERMINATION. If you breach any provision of this Agreement, you may no longer use the Service. Keyto may, in its sole discretion, change, suspend, or terminate, temporarily or permanently, the Service or any part of it at any time, for any reason, without notice to you and without liability to you or any other person. If Keyto terminates this Agreement for any reason, it continues to apply and bind you with respect of your prior use of the Service, including payment of any charges accrued in connection with use of the Service. Upon termination, Keyto may remove from the Website and permanently delete and destroy any Content that you or others may have posted or submitted without any prior notice or liability to you or any other person.
13. DISPUTE RESOLUTION. (The “Arbitration Clause”). In the event of a dispute, you and Keyto agree to submit to binding arbitration. The arbitration will be held before one arbitrator on an individual basis and not as a class action. You waive any right you may have to arbitrate a dispute as a class action. You may select any one of the following arbitration organizations and its applicable rules: the American Arbitration Association, 335 Madison Ave., Floor 10, New York, NY 10017-4605 (www.adr.org) or JAMS, 1920 Main St., Ste. 300, Irvine, CA 92614 (www.jamsadr.com). You may obtain copy of the rules of each organization by contacting the organization. Arbitrators shall be attorneys or retired judges and shall be selected pursuant to the applicable rules. The arbitrator shall apply governing substantive law in making an award. The arbitration hearing shall be conducted in the federal district in which you reside. Each party shall be responsible for its own attorney, expert and other fees, unless awarded by the arbitrator under applicable law. The arbitrator’s award is final and binding on all parties, except that the losing party may request a new arbitration under the rules of the arbitration organization by a three-arbitrator panel. The Federal Arbitration Act, and not any state arbitration law, governs all arbitration under this Arbitration Clause. Any court having jurisdiction may enter judgment on the arbitrator’s award. If any part of this Arbitration Clause, other than waivers of class action rights, is deemed or found to be unenforceable for any reason, the remainder remains enforceable. You and Keyto retain the right to sue in small claims court for a dispute within that court’s jurisdiction, unless such action is transferred, removed or appealed to a different court. You and do not waive the right to arbitrate by filing suit.
THIS AGREEMENT PROVIDES THAT ALL DISPUTES BETWEEN YOU AND Keyto WILL BE RESOLVED BY BINDING ARBITRATION AND NOT IN COURT OR BY JURY TRIAL. IF A DISPUTE IS ARBITRATED, YOU GIVE UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST Keyto INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. WITHOUT LIMITATION, THIS INCLUDES GIVING UP YOUR RIGHTS TO BRING OR PARTICIPATE IN A CLASS ACTION.
14. GENERAL. The Agreement comprises the entire agreement between you and Keyto and supersedes all prior agreements regarding the subject matter contained herein, provided, however, that in the case of Users who are sellers and who have entered into separate agreements (“Seller Agreements”) with related to the display of advertising materials related to their products or services or their availability, the obligations of the parties related to the Services shall be controlled by the terms of such Seller Agreements in the event of any inconsistency between such Seller Agreements and the Agreement. Keyto may amend the terms and conditions of this Agreement (the “Amended Terms”) from time to time. If you continue to use the Service after the Amended Terms become effective, you are deemed to have agreed to be bound by the Amended Terms. If you do not agree to the Amended Terms, then you agree not to use the Service. Your continued use of the Service constitutes an affirmative: (a) acknowledgment by you of this Agreement and its Amended Terms, if any; and (b) agreement by you to abide and be bound by the Agreement and its Amended Terms, if any. Except as set forth below, you must make all notices to Keyto in writing via e-mail addressed to Keyto @ [email protected] If you believe that any content posted on the Website infringes any of your intellectual property rights or the intellectual property rights of any third party, you must promptly provide the following notice in writing to Keyto @ [email protected] (Keyto may change this address at any time by posting a notice to the Website): (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyright work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (c) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (d) information reasonably sufficient to permit us to contact you; (e) 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 (f) a statement under penalty of perjury that the information in the notification is accurate and that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. The Agreement shall be governed by and construed in accordance with the laws of the State of Utah (without regard to conflict of laws provisions thereof). If any provision(s) of the Agreement is held contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the parties with the other provisions remaining in full force and effect. The failure of Keyto to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Keyto in writing. The section titles in the Agreement are used solely for the convenience of the parties and have no legal or contractual significance.
15. CONTENT AND CONTENT RIGHTS. For purposes of these Terms, (i) “Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Services; and (ii) “User Content” means any Content that users (including you) provide to be made available through the Services. Content includes without limitation User Content.
Rights in Content Granted by Keyto. Subject to your compliance with these Terms, Keyto grants you a limited, non-exclusive, non-transferable, non-sublicenseable license to download, view, copy and display the Content solely in connection with your permitted use of the Services and solely for your personal and non-commercial purposes.
16. Rights and Terms for Apps
Rights in App Granted by Keyto. Subject to your compliance with these Terms,
Keyto grants you a limited non-exclusive, non-transferable, non-sublicenseable license to download and install a copy of the App on a mobile device or computer that you own or control and to run such copy of the App solely for your own personal non-commercial purposes.
Keyto reserves all rights in and to the App not expressly granted to you under these Terms. You may not copy the App, except for making a reasonable number of copies for backup or archival purposes. Except as expressly permitted in these Terms, you may not: (i) copy, modify or create derivative works based on the App; (ii) distribute, transfer, sublicense, lease, lend or rent the App to any third party; (iii) reverse engineer, decompile or disassemble the App; or (iv) make the functionality of the App available to multiple users through any means.
Additional Terms for App Store Apps. If you accessed or downloaded the App from the Apple Store, then you agree to use the App only: (i) on an Apple-branded product or device that runs iOS (Apple’s proprietary operating system software); and (ii) as permitted by the “Usage Rules” set forth in the Apple Store Terms of Service.
If you accessed or downloaded the App from an App Provider, then you acknowledge and agree that:
- These Terms are concluded between you and Keyto, and not with App Provider, and that, as between Keyto and the App Provider, Keyto, is solely responsible for the App.
- App Provider has no obligation to furnish any maintenance and support services with respect to the App.
- In the event of any failure of the App to conform to any applicable warranty, you may notify App Provider and App Provider will refund the purchase price for the App to you (if applicable) and, to the maximum extent permitted by applicable law, App Provider will have no other warranty obligation whatsoever with respect to the App. Any other claims, losses, liabilities, damages, costs or expenses attributable to any failure of an App to conform to any warranty will be the sole responsibility of Keyto.
- App Provider is not responsible for addressing any claims you have or any claims of any third party relating to the App or your possession and use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
- In the event of any third-party claim that the App or your possession and use of the App infringes that third party’s intellectual property rights, Keyto will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms.
- App Provider and its subsidiaries are third-party beneficiaries of these Terms as related to your license of the App, and that, upon your acceptance of the terms and conditions of these Terms, App Provider will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your license of the App against you as a third party beneficiary thereof.
- You must also comply with all applicable third-party terms of service when using the App.
- You agree to comply with all U.S. and foreign export laws and regulations to ensure that neither the App nor any technical data related thereto nor any direct product thereof is exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations. By using the App you represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
Prohibitions. You agree not to do any of the following:
- Post, upload, publish, submit or transmit any Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;
- Use, display, mirror or frame the Services, or any individual element within the Services, Keyto’s name, any Keyto trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Keyto’s express written consent;
- Access, tamper with, or use non-public areas of the Services, Keyto’s computer systems, or the technical delivery systems of Keyto’s providers;
- Attempt to probe, scan, or test the vulnerability of any Keyto system or network or breach any security or authentication measures;
- Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Keyto or any of Keyto’s providers or any other third party (including another user) to protect the Services;
- Attempt to access or search the Services or download Collective Content from the Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Keyto or other generally available third party web browsers;
- Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
- Use any meta tags or other hidden text or metadata utilizing a Keyto trademark, logo URL or product name without Keyto’s express written consent;
- Use the Services for any commercial purpose or the benefit of any third party or in any manner not permitted by these Terms;
- Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services to send altered, deceptive or false source-identifying information;
- Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services;
- Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
- Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;
- Impersonate or misrepresent your affiliation with any person or entity;
- Violate any applicable law or regulation; or
- Encourage or enable any other individual to do any of the foregoing.
Although we’re not obligated to monitor access to or use of the Services or Content or to review or edit any Content, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms, and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any Content to be objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
Links to Third Party Websites or Resources. The Services and App may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party websites or resources.