Welcome to Key Elements
1.1 Introduction
Key Elements and/or its affiliates and subsidiaries (“Key Elements”, “we” or “us”) is pleased to provide you the user (“you”, “your”, or “user”) certain content, videos, training materials, products, services and/or other materials, made available via the website located at www.keyelements.co and through its related services (collectively, such services, including any new features and applications, and the Site, the “Services”), which may be branded Key Elements, or another brand owned.
The following Terms of Use (the “Terms of Use”) will govern your use, or otherwise access of the Services. If you do not agree to these Terms of Use, you should not access and use the Services.
Please read these terms and any specific and/or supplemental terms and conditions carefully before using the Services. By using the Services, you consent and agree to comply with and be bound by the following Terms of Use applicable to your access and use of the Services.
1.2 Modification to Terms of Use
Key Elements may make changes to this Agreement from time to time. Any such modification shall be effective immediately. Accordingly, you should visit the Site and review the Terms of Use periodically to determine if any changes have been made. Your continued use of this Services after any changes have been made to the Terms of Use signifies and confirms your acceptance of any such changes or amendments to the Terms of Use.
In addition, when using our Services, you shall be subject to any posted policies, guidelines or rules applicable to use of the Services and any service provided by the Site, including but not limited to our Privacy Policy. All such policies, guidelines and rules are hereby incorporated by reference into these terms of Use.
1.3 Privacy
At Key Elements, we respect the privacy of our users. For details, please see our Privacy Policy. By using the Services, you consent to our collection and use of personal data as outlined therein.
2. Intellectual Property Rights
2.1 Ownership of Intellectual Property
You acknowledge and agree that the Services provided by this website and any content, videos, training materials, products, services and/or other materials made available on the Site by us or other third parties as well as the look and feel of the foregoing used in connection with the Services (collectively, the “Service Content”) are maintained for your personal non-commercial use only. All content included on this Site is and shall continue to be the property of Key Elements or its content suppliers and is protected under applicable copyright, patent, trademark, and other proprietary rights. You agree that such Content shall include all proprietary videos, HTML/CSS, Javascripts, graphics, voice and sound recordings, artwork, photos, documents, and text as well as other materials in the Site, excluding only the materials you provide. Any copying, redistribution, use or publication by you of any such content or any part of the Site is prohibited, except as expressly permitted in this Agreement. Under no circumstances will you acquire any ownership rights or other interest in any content by or through your use of this Site.
The Key Elements name and logos are trademarks and service marks of Key Elements (collectively the “Key Elements Trademarks”). Other Key Elements products, content and service names and logos used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Key Elements. Nothing in this Terms of Use or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the Key Elements Trademarks displayed on the Service, without our prior written permission in each instance. All goodwill generated from the use of Key Elements Trademarks will insure to our exclusive benefit.
2.2 Third Party Material
Under no circumstances will Key Elements be liable in any way for any content or materials of any third parties (including users), including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that Key Elements does not pre-screen content, but that Key Elements and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Service. Without limiting the foregoing, Key Elements and its designees will have the right to remove any content that violates these Terms of Service or is deemed by Key Elements in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.
2.3 Consent to use your User Content Transmitted through the Service
With respect to the content or other materials you upload through the Service or share with other users or recipients (collectively, “User Content”), you represent and warrant that you own all right, title and interest in and to such User Content, including, without limitation, all copyrights and rights of publicity such as your name, image, likeness contained therein, and that you have all required rights to post or transmit such content or other materials without violation of any third-party rights. By uploading any User Content you hereby grant and will grant Key Elements its affiliated companies and partners (including but not limited to Key Elements instructors, practitioners and other third parties through the Services, collectively “Affiliates”) a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, adapt, perform, publish, distribute (through multiple tiers of distribution and partnerships), store, modify and otherwise use and fully exploit your User Content in any and all media, form, medium, technology or distribution methods now known or later developed and for any and all purposes (commercial or otherwise).
2.4 Health and Medical Disclaimer
Key Elements does not provide medical advice. Key Elements only provides general information regarding health, dental, family, and cosmetic dentistry through its Service. You acknowledge and agree that the Service is not intended to be, and will not be used as, a substitute for medical treatment by a healthcare professional. You agree to consult your healthcare provider before initiating any medical exercises or patient practices and follow your provider’s advice accordingly. You also acknowledge and agree to accept the inherent risks and dangers in participating in new or health, wellness, and exercises. You agree that Key Elements will not be liable for any injury, loss, or damages arising from your access or practice of the Service’s health, dental, and/or Service content.
2.5 Copyright Notice Procedures
Key Elements respects the intellectual property of others, and we ask our users to do the same. We may, in appropriate circumstances and at our discretion, in addition to our other remedies, terminate, discontinue, suspend and/or restrict the account/profile or ability to access, visit, and/or use the service of users who infringe the copyright rights of others, and we may choose to remove, delete, erase, or disable access to Content deemed to be infringing.
Under the Digital Millennium Copyright Act of 1998 (the ‘DMCA”), if you believe in good faith your content or work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have otherwise been violated, please provide a notice containing all of the following information to our Copyright Agent:
An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
A description of the copyrighted work that you claim has been infringed;
A description of where the material that you claim is infringing is located on the Site;
Your address, telephone number, and e-mail address;
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
A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
Our Copyright Agent for Notice of claims of copyright infringement can be reached as follows support@keyelements.co. Notices and counter-notices should be sent to Key Elements by emailing support@keyelements.co. There can be penalties for false claims under the DMCA. We suggest that you consult your legal advisor before filing a notice or counter-notice. It is our policy to terminate, in appropriate circumstances, repeat infringers’ access rights to the Site.
3. Access and Use of the Service
3.1 Site Use
The Key Elements service is solely for your personal and non-commercial use. Wth your Key Elements purchase we grant you a limited, non-exclusive, non-transferable license to access the Key Elements consent and use the Services. Except for the foregoing, no right, title, or interest shall be transferred to you. You agree not to use the services for public performances, for republication, distribution, assignment, sublicense, preparation of derivative works, or other misappropriation. You agree not to copy materials on the Site, reverse engineer or break into the site, or use materials, products, or services in violation of any law. The use of the Services is at the discretion of Key Elements and Key Elements may revoke your license at any time. Upon such revocation, you must promptly destroy all content downloaded or otherwise obtained through the service, as well as copies of such materials, whether made in accordance with these Terms of Use or otherwise.
3.2 Intended Audience
The Services are intended for adults only. This website is not intended for any children under the age of 13.
3.3 Your Registration Obligations
You may be required to register with Key Elements in order to access and use the Services. If you choose to register for the Service, you agree to provide and maintain true, accurate, current and complete information about yourself as prompted by the Service’s member portal or registration form. Registration data and certain other information about you are governed by our Privacy Policy. If you are under 13 years of age, you are not authorized to use the Service, with or without registering.
3.4 Member Account, Password and Security
You may never use another’s account, and you may not provide another person with the username and password to access your account. You should maintain control over all of the devices that are used to access the Services. If you fail to maintain control of a device, other users may access the Service through your account and may be able to access certain of your account information. You are fully responsible for any and all activities that occur under your password or account, and it is your responsibility to ensure that your password remains confidential and secure. You agree to (a) immediately notify Key Elements of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Service. Key Elements will not be liable for any loss or damage arising from your failure to comply with this Section.
3.5 Fees, Return and Refunds Policies:
All sales are final and refunds are only allowed in limited circumstances. We may impose conditions on your use of any coupon, promotional code, credit, or gift card. You will pay all charges incurred by you or any users of your account and credit card (or other applicable payment mechanism) at the price(s) in effect when such charges are incurred, including any applicable taxes. You may only use credit or debit cards, gift cards, or vouchers that belong to you or to people who expressly authorize you to such payment methods.
You may not attempt to conceal your identity by using multiple Internet Protocol addresses or email addresses, or by any other means, to conduct transactions on the website.
You will not hold us liable if you do not comply with laws related to your transactions. We may provide law enforcement with information you provide to us related to your transactions to assist in any investigation or prosecution of you.
4. Conditions of Use
4.1 User Conduct
You are solely responsible for all code, video, images, information, data, text, software, music, sound, photographs, graphics, messages or other materials that you upload, post, publish or display or email or otherwise use via the Service. Key Elements reserves the right to investigate and take appropriate legal action against anyone who, in Key Element’s sole discretion, violates this provision, including without limitation, removing the offending content from the Service, suspending or terminating the account of such violators and reporting you to the law enforcement authorities. You agree to not use the Service to:
Email or otherwise upload any content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) 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; (iv) poses or creates a privacy or security risk to any person; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation; (vi) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful racially, ethnically or otherwise objectionable; or (vii) in the sole judgment of Key Elements is objectionable or which restricts or inhibits any other person from using or enjoying the Service, or which may expose Key Elements or its users to any harm or liability of any type;
interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
violate any applicable local, state, national or international law, or any regulations having the force of law;
impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity; solicit personal information from anyone under the age of 18;
harvest or collect email addresses or other contact information of other users from the Service by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;
further or promote any criminal activity or enterprise or provide instructional information about illegal activities; or
obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Service.
4.2 Commercial Use
Unless otherwise expressly authorized herein or by Key Elements in writing, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer or upload for any commercial purposes, any portion of the Service, use of the Service, or access to the Service. The Service is solely for your non-commercial, personal, informational use.
4.3 Account suspension and/or termination procedure in the event of misconduct:
Key Elements can remove or restrict access to content that is in violation of the applicable laws. We can also suspend or disable your account for conduct that violates these provisions. If we remove content that you have shared in violation of this Agreement or other applicable terms and policies, we’ll provide notice and allow for opportunities to redress unless the violations repeatedly occur.
5. Disclaimer of Warranties
5.1 No Warranty
Key Elements aims to provide the best services we can and to specify clear Terms of Use for all users. Our products, content and services, however, are provided “as is”, “as available” and Key Elements makes no guarantees. To the extent permitted by law, Key Elements also DISCLAIMS ALL WARRANTIES OF ANY KIND, including but not limited to any express warranties, statutory warranties, and any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not control or direct what people and others do or say, and we are not responsible for their action or conduct (whether online or offline) or any content they share (including offensive, inappropriate, obscene, unlawful, and other objectionable content).
6. Indemnity and Release
6.1 Indemnification
You agree to indemnify, defend, and hold Key Elements and our partners, employees, and affiliates, harmless from any liability, loss, claim and expense, including reasonable attorney's fees, related to your violation of this Agreement or use of the Site.
7. Limitation of Liability
7.1 Limitations of Liability
Under no circumstances will Key Elements be liable or responsible for any direct, indirect, incidental, consequential damages, under any legal theory, arising out of or in any way relating to the Site, your Site use, or the content, even if advised of the possibility of such damages. Your sole remedy for dissatisfaction with the Site and/or the content is to cease all of your site use.
7.2 Assumed Risk
Using the Service’s features may require you to use third party websites, apps, or channels. As such, when accessing or using this Site, you represent and warrant that you have accepted the terms and conditions of those said third party websites, apps, or channels. The fact that we may link to those websites does not indicate any approval or endorsement of those websites. We have no control over those websites. We are not responsible for the content of those websites, or the privacy practices of those websites. We strongly encourage you to become familiar with the terms of use and practices of any linked website.
8. General
8.1 Governing Law
Key Elements tries to provide clear Terms of Use so that we can avoid legal disputes. If a legal dispute does arise, however, it’s useful to know up front where it can be resolved and what laws will apply. You agree that the laws of the state of Florida, without regard to conflicts of laws provisions will govern this Agreement and any dispute that may arise between you and Key Elements or our affiliates. You also agree that to submit to the personal jurisdiction of either of these courts for the purpose of litigating any such claim, and that the laws of the State of Florida will govern this Agreement and any claim, cause of action, or dispute without regard to conflict of law provisions. Without prejudice to the foregoing, you agree that, in its sole discretion, Key Elements may bring any claim, cause of action, or dispute we have against you in any competent court in the country in which you reside that has jurisdiction over the claim.
8.2 Entire Agreement
These Terms of Use constitutes the entire agreement between you and Key Elements and governs the terms and conditions of your use of the Services, and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and Key Elements with respect to this Site. Key Elements may revise this Agreement at any time by updating the terms and posting it on the Site. Accordingly, you should visit the Site and review the terms periodically to determine if any changes have been made. Your continued use of this Site after any changes have been made to the terms signifies and confirms your acceptance of any such changes or amendments to the Agreement.
8.3 Supplemental Terms
You may also be subject to additional terms and conditions, posted policies, guidelines, or rules that may apply when you use the Services. To the extent any supplemental terms conflict with these Terms of Use, the supplemental terms shall govern to the extent of the conflict.
8.4 Severability
If any provision of these Terms of Use shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect.
8.5 Contact Information
If you have any questions about these Terms of Use, please contact Key Elements by contacting support@keyelements.co.
We reserve all rights not expressly granted to you