Terms of Service

**REVISED**

May 14, 2014

Welcome to Key Ingredient, Qué Gourmet and My Family Vault (singularly or collectively referred to as “Site” or “Sites”). Key Ingredient and Qué Gourmet is a social networking service that allows cooks to preserve and share the recipes they love. My Family Vault is an online file and recipe storage service.  These Sites are owned and operated by Key Ingredient Corporation. Key Ingredient provides these Sites and the content and services available through these Sites subject to these Terms of Service.

Definitions

The term “Content” refers to all of the software and code comprising or used to operate our Sites and the mobile applications that interact with our Sites, and all of the text, photographs, images, illustrations, graphics, designs, sound recordings, video and audio-video clips, files and other materials available on our Sites or on the mobile applications that interact with our Sites.

 

The term “Feedback” refers to the Content you post on or through our Sites that is specifically about how we can improve our Sites and the products and services we make available through our Sites.

 

The terms “Key Ingredient,” “we,” “us,” and “our” refer to Key Ingredient Corporation, its subsidiaries, affiliates and parent company.

 

The term “Personal Information” refers to information that identifies you personally, alone or in combination with other information available to us. Personal Information includes, but is not limited to, your name, physical and mailing addresses, and email address.

 

The term “Services” refers to the Content and services available through our Sites and through the mobile applications that interact with our Sites.

The term “Payment Method” refers to any applicable fees and charges by major credit card, or other methods expressly authorized by Key Ingredient.

The term “Prime Membership” refers to a monthly or yearly paid membership in one or more of our Services.

 

The term “KeyNotes™” or “KeyNote™” refers to digital material that Key Ingredient may make available under certain restrictions in one or more of our Services.  

 

The term “Site” or “Sites” refers to the Key Ingredient-owned websites on which this Policy is posted. We may refer to this “Site” when discussing a particular Key Ingredient-owned website.

 

The term “Terms of Service” refers to these website Terms of Service.

The term “Your Content” refers to all of the materials and content you post on or through the Services, except Feedback, and the recipes and other information we post on your behalf when you use our recipe scanning and transcribing services. Your Content includes, but is not limited to, Personal Information, recipes and photographs you upload to our Sites, and comments you post beneath recipes.

Your Consent to These Terms of Service

These Terms of Service set forth the legally binding terms governing your use of the Services. By accessing one of our Sites or using the Services, you agree to be bound by these Terms of Service, whether you are a “Visitor” (which means that you simply browse one or both of the Sites) or a “Member” (which means that you have signed up to be a member of Key Ingredient). The term “User” refers to a Visitor or a Member. Please read these Terms of Service carefully. If you do not agree to comply with these Terms of Service, you must leave the Site immediately and you may not use the Services.

In addition to our other rights and remedies, we reserve the right to suspend or terminate your access to the Services, without notice, if you violate these Terms of Service.

Questions About These Terms of Service

If you have questions about these Terms of Service:

These Terms of Service May Change

We reserve the right to update or modify these Terms of Service, at any time and without prior notice, by posting the revised version on our Sites. These changes will be effective as of the date we post the revised version on our Sites. By accessing our Sites or using the Services following any such change, you are agreeing to be bound by the revised Terms of Service.

We will alert you to changes in these Terms of Service by providing a notice at the top of this page for at least 30 days after the new effective date. It is therefore important for you to review our Terms of Service on a regular basis.

You may view or print the current version of these Terms of Service at any time by clicking on the link marked “Terms of Service” at the bottom of each page of the Sites.

Supplementary Notices

These Terms of Service may be supplemented or amended from time to time by instructions, rules and other notices posted on certain pages of our Sites. Generally, these Notices contain special terms and conditions that govern certain aspects of the Services. All such Notices are part of and hereby incorporated into these Terms of Service.

Our Online Privacy Policy

Our Online Privacy Policy describes how we protect your privacy when you use the Services. To review our Online Privacy Policy click here. Our Online Privacy Policy is part of and is incorporated into these Terms of Service.

Eligibility

Use of and membership in the Services is void where prohibited. The Services are intended only for Users who are thirteen (13) years of age or older. By using the Services or our Sites, you represent and warrant to us that you are 13 or older and that your use of the Sites or the Services does not violate any applicable law or regulation. Your profile will be deleted and your membership may be terminated without warning if we learn that you are under 13 years of age. If you are under the age of eighteen (18) you may use our Payment Method only with the involvement of your parent or guardian.

Registration and Profile Information

You may sign up to become a Member on these Sites. As part of the sign-up process, you will be required to provide certain information and choose a password. Once you have signed up, you will be able to create a profile on Key Ingredient and share more information about yourself. You warrant and represent that all of your registration information and all of the information you subsequently provide to us will be true, complete, and up-to-date. If any of your information changes, you agree to update it by editing your profile on Key Ingredient.

Your Password

Only Members may access the password-protected features of the Services. You are entirely responsible for maintaining the confidentiality of your password. You agree not to use the account or password of another Member at any time or to disclose your password to any third party. We have the right to assume that anyone accessing the Services using a password assigned to you has the right to do so. You will be solely responsible for the activities of anyone accessing the Services using a password assigned to you, even if the User is not, in fact authorized by you. If you have reason to believe that your password has been compromised, you must promptly change it and notify us of the problem by e-mailing us at help@KeyIngredient.com.

Your Feedback

We welcome your Feedback. Note, however, that any Feedback you provide to us through the Services shall be and remain the exclusive property of Key Ingredient. Your submission of Feedback will constitute an assignment to us of all worldwide rights, title and interests in your Feedback, including all copyrights and other intellectual property rights in your Feedback. We will be entitled to reduce to practice, exploit, make, use, copy, disclose, display or perform publicly, distribute, improve and modify any Feedback you submit for any purpose whatsoever, without restriction and without compensating you in any way. For this reason, we ask that you not send us any Feedback that you do not wish to assign to us.

Your Content

If you are a Member, you may be able to post, upload, transmit through or otherwise make available (“post”) “Your Content” on or through the Services.

By posting Your Content on or through the Services, you are granting Key Ingredient a royalty-free license to use, distribute, syndicate and display publicly Your Content, in whole or in part, in connection with the promotion and operation of the Services and for any other legitimate business purpose; provided, however, that we will not use your Personal Information in a manner that violates our Privacy Policy and we will not use your content in a manner that violates the privacy settings you choose for the content. My Family Vault’s default privacy setting is “private”, and such content will not be used by Key Ingredient in any public manner.  The license you grant to us is non-exclusive (meaning you are free to license Your Content to anyone else in addition to us), fully-paid and royalty-free (meaning that we are not required to pay you for our use of Your Content), fully sub-licensable (so that, for example, we are able to sublicense Your Content to our affiliates and distribution partners and to permit our other Users to access, use, download, and print Your Content in accordance with these Terms of Service); worldwide (because the Internet and the Sites are global in reach), and fully assignable (so that, for example, if we sell our business, reorganize, or merge with another business, the new owner may continue to operate the Services). This license may be exercised in any format, media or technology, now known or hereafter developed.

Without limiting the generality of the foregoing grant of license, you agree that by posting Your Content on or through the Services, you are granting Key Ingredient a license (a) to display advertisements in connection with Your Content and to use Your Content for advertising and promotional purposes without compensating you in anyway; (b) to make the recipes that you post on or through the Services (“Your Recipes”) available to the general public not only through our Sites but also through the websites and advertising networks of distribution partners and third-party service providers (including their downstream users) of Key Ingredient and its assigns; and (c) to make Your Recipes available to the general public through other media, including print and broadcast media, now known or hereafter developed. This means, for example, that one of Your Recipes (including any Personal Information it contains) may appear on another Web site surrounded by advertisements, together with a link to Key Ingredient, or as part of an advertisement in a magazine. Further, you agree that by posting Your Content on or through our Services, you are granting Key Ingredient the right, with no obligation, to use your name, photograph, and geographical location (e.g. city and state) in connection with Your Recipes when Your Recipes appear or are broadcast on Key Ingredient, on other Web sites or in other media as described above. If you do not want Your Recipes to be made available to the general public in any of these ways, you should select the appropriate recipe privacy setting for an individual recipe or on your profile page on Key Ingredient. Please note that even if you maintain Your Recipes as “private,” your first name (or your first name and first initial of your last name) will be searchable on Key Ingredient, and any photograph you upload to your profile page will be visible to individuals who search for your name and/or visit your profile page. If you do not want to be identified by your name to the general public, then edit your profile page to use a username, rather than your actual name. If you do not want your photograph to be made available to the general public, DO NOT UPLOAD A PHOTOGRAPH to your profile page on Key Ingredient. Instead, select an icon to represent you. My Family Vault’s services are private by default. You, not Key Ingredient, have the sole authority and decision making on how it is shared. In order to make any content public on My Family Vault, including your name and/or location, you will need to set your privacy settings to public and any content you wish to be made public must be set specifically to public. Notwithstanding anything to the contrary in these Terms of Service, you waive any and all claims you may now or later have in any jurisdiction to so-called “moral rights” or rights of “droit moral” with respect to the Your Content.

You acknowledge that the above grant of license is supported by good, valuable, and sufficient consideration. You represent and warrant that: (i) you own Your Content or otherwise have the right to grant the license set forth in this section, and (ii) the posting of Your Content on or through the Sites does not violate the copyrights, trademark rights, privacy rights, publicity rights, trade secret rights, confidentiality rights, contract rights or any other rights of any person.

Key Ingredient does not assert any ownership over Your Content; rather, as between us and you, subject to the rights granted to us in these Terms of Service, you retain full ownership of all of Your Content and any intellectual property rights or other proprietary rights associated with Your Content.

You are solely responsible for protecting your intellectual property rights in Your Content. Key Ingredient cannot and does not assume responsibility for controlling, monitoring, or enforcing your intellectual property rights.

Notwithstanding anything to the contrary set forth in these Terms of Service (including our Privacy Policy), you acknowledge, consent and agree that Key Ingredient may access, preserve, and disclose Your Content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms of Service; (c) respond to claims that any Content violates the rights of third-parties; (d) respond to your requests for assistance; or (e) prevent or investigate a crime; or (f) protect the rights, property, or personal safety of Key Ingredient or others.

Ownership of Site and Other Content

Key Ingredient and its licensors own and reserve all rights, title and interests in our Sites, the mobile applications that interact with our Sites, and their Content. Our Sites, mobile applications, and much of the Content (including all of our proprietary Content) are protected under trademark, service mark, trade dress, copyright, patent, trade secret and other intellectual property laws. In addition, the entire Content of each Site is copyrighted as a collective work under U.S. and international copyright laws and treaties, and we own the copyright in the selection, coordination, arrangement and enhancement of the Content of each Site.

Provided you are eligible to access and use the Services, we hereby grant you a limited license to access and use the Service and to download and print copies of any portion of the Content to which you have properly gained access, but only for your own personal, non-commercial use (unless the Content is Your Content), and only if you do not remove, modify or obscure any copyright, trademark, or other proprietary notices from such Content (unless the Content is Your Content). The foregoing license is subject to these Terms of Service and does not include use of any data mining, robots or similar data gathering or extraction methods. This license is revocable at any time without notice and with or without cause.

You may not and you may not permit others to copy, distribute, perform or display publicly, prepare derivative works based on, exploit or use any part of the Content (except Your Content) except as expressly provided in these Terms of Service without our prior written permission. Any use of the Services, including the Content, other than as specifically authorized in these Terms of Service is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including copyright and trademark laws and applicable communications regulations and statutes.

Nothing in these Terms of Service shall be construed as transferring any right, title or interest in the Service or the Content to you or anyone else, except the limited license to use the Service and the Content on the terms expressly set forth herein.

Trademarks

The trademarks and service marks used or displayed on our Sites (“Trademarks”) are registered and unregistered trademarks of Key Ingredient or third parties. You may not use any Trademarks displayed on our Sites without the prior express written permission of Key Ingredient or the trademark owner.

Rules of Use

The following additional rules apply to your use of the Services: You may not

Right to Monitor and Remove Member Content

You understand that Key Ingredient has the right (but not the obligation) to monitor Content posted by Users and the right (but not the obligation), in its sole discretion, to remove any such content that violates these Terms of Service or for any other reason.

Agent to Receive Notification of Claimed Infringement

Key Ingredient does not knowingly violate or permit others to violate the copyrights of others. It is your responsibility to make sure that you do not post Content that violates the copyrights of others. We reserve the right to deny you access to the Services if you post or transmit infringing Content on or through the Services. We reserve the right to deny you access to the Services if we determine in our sole and absolute discretion that you are a repeating offender of the copyrights of others. Please notify our Copyright Agent immediately if you have reason to believe any part of the Content of the Services infringes the copyrights of others. Before doing so, you may want to review the U.S. Copyright Office’s Circular on the copyrightability of recipes available at http://www.copyright.gov/fls/fl122.html.

Notice of Claim of Copyright Infringement. If you are the copyright owner or are authorized to act on behalf of the copyright owner, please notify our Copyright Agent immediately of any claim of copyright infringement. As soon as we receive your notice of claimed infringement, in the form described below, we will promptly remove or disable access to materials that are claimed to be infringing (or the subject of infringing activity). Your notice must be in writing and must include the following:

Your notice must be signed (physically or electronically) and must be addressed as follows:

Chief Operating Officer

Key Ingredient Corporation

720 Brazos Street, Ste 810, Austin, TX 78701

Phone: 512.462.4996

Fax: 512.462.4976

E-mail: copyright@KeyIngredient.com

Indemnification

You agree to defend, indemnify and hold Key Ingredient and its directors, officers, employees and agents harmless from and against any claims, demands, losses, liabilities, damages, costs or expenses (including reasonable attorneys’ fees and costs) to the extent arising out of or in connection with your use of the Services in violation of these Terms of Service or your breach of these Terms of Service or any warranty or representation set forth herein.

Prime Membership and Billing

The specific details regarding your Prime Membership with KeyIngredient.com are located on our website under the "Edit Profile" button (http://www.keyingredient.com/members/me/).

Billing

By starting your Prime Membership, you, expressly agree,  you are over the age of eighteen (18) or, if unders the age of 18, your parent or guardian is involved with you signing up for a Prime Membership. You also expressly agree we are authorized to charge you a monthly or yearly membership fee at the then current rate, and any other charges you may incur in connection with your use of the Services to the Payment Method you provided during subscription (or to a different Payment Method if you change your account information). Please note that prices and charges are subject to change with or without notice. As used in these Terms of Service, "billing" shall indicate either a charge or debit, as applicable, against your Payment Method. Currency exchange settlements, to the extent applicable, will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. The membership fee will be billed at the beginning of the paying portion of your membership and each month (or year) thereafter unless and until you turn off automatic renewal or cancel your Prime Membership. Visit our website and click on the "Account Settings" tab on the "Edit Profile" page to see your Prime Membership settings. We automatically bill your Payment Method each month (or year) on the calendar day corresponding to the commencement of your Prime Membership. Membership charges are fully earned upon payment. In the event that your paying membership began on a day not contained in a given month, we bill your Payment Method on the last day of such month. For example, if you started your Prime membership or became a paying member on January 31st, your next payment date is February 28th and your Payment Method would be billed on that date. You acknowledge that the amount billed each month may vary from month to month for reasons that may include differing amounts due to promotional offers and/or changing or adding a plan, and you authorize us to charge your Payment Method for such varying amounts, which may be billed monthly (or yearly) in one or more charges. For certain Payment Methods, the issuer of your Payment Method may charge you a foreign transaction fee or related charges. Check with your bank and credit card issuers for details.  Key Ingredient shall not be responsible for any transaction fees or charges your Payment method may charge you.

We may also periodically authorize your card in anticipation of membership or related charges. Membership fees and charges are fully earned upon payment. PAYMENTS ARE NONREFUNDABLE AND THERE ARE NO REFUNDS OR CREDITS FOR PARTIALLY USED PERIODS. At any time, and for any reason, we may, at our sole discretion provide a full or partial refund, discount, or other consideration to some or all of our members ("credits"). The amount and form of such credits, and the decision to provide them, are at our sole and absolute discretion. The provision of credits in one instance does not entitle you to credits in the future for similar instances, nor does it obligate us to provide credits in the future, under any circumstance. We may change the fees and charges in effect, or add new fees and charges from time to time without notice, but we may sometimes give you advance notice of these changes by email. If you want to use a different Payment Method or if there is a change in Payment Method, such as your credit card validity or expiration date, you may edit your Payment Method information by visiting our website and clicking on the "Edit Profile" button (http://www.keyingredient.com/members/me/), available under your User Name in the top right corner of KeyIngredient.com. If your Payment Method reaches its expiration date and you do not edit your Payment Method information you authorize us to continue billing that Payment Method and you remain responsible for any uncollected amounts.

Ongoing Prime Membership on Website

Your Prime Membership on KeyIngredient.com, will continue month-to-month (or year-to-year) unless and until you turn off automatic renewal or we terminate your Prime Membership. You must turn off automatic renewal before it renews each month (or year) in order to avoid billing of the next cycle's Prime Membership fees to your Payment Method. We will bill the monthly (or yearly) membership fee to the Payment Method you provide to us during subscription (or to a different Payment Method if you change your account information). Prime Membership fees are fully earned upon payment.

One-Year Prime Membership on Apps

If you signed up for a Prime Membership using your iTunes or Google Play account as your Payment Method, your membership term will automatically expire after one-year from the date of purchase. You may also find billing information about your Prime Membership by visiting your iTunes or Google Play account. To continue your membership in future years, another purchase can be made on iTunes, Google Play or on the web at KeyIngredient.com/prime/checkout.

Cancellation

You may cancel your Ongoing Prime membership at any time and revert to Basic (Free) features after the Prime Membership period has lapsed. WE DO NOT PROVIDE REFUNDS OR CREDITS FOR ANY PARTIAL-MONTH (OR PARTIAL-YEAR) MEMBERSHIP PERIODS. To cancel, visit our website and click on the "Edit Profile" button (http://www.keyingredient.com/members/me/) and select the Account Settings Tab for instructions.

KeyNotes and Other Payments to Key Ingredient

KeyNotes may be required to use some of our Services or to access other specific forms of Content not otherwise available without KeyNotes.

Key Ingredient may, in its sole and absolute discretion, determine the availability of KeyNotes with respect to any Account, the time period applicable to such availability, and the availability and time period applicable to any of the Services or other specific forms of Content not otherwise available without KeyNotes, including but not limited to scanning services, printing services, organization services, special cosmetic enhancements, special status, and other services and content.

Key Ingredient may, in its sole and absolute discretion, require you to pay for KeyNotes and establish the timing and form in which such payment must be made, including but not limited to credit cards or online payment services.

If KeyNotes are made available for the Site, KeyNotes related to an Account will be deleted immediately upon termination of such Account, or as such KeyNotes are exchanged as required to use one of our Services or to access other specific forms of Content not otherwise available without KeyNotes.

If KeyNotes are made available to you for the Site, they may be obtained in quantities of 10 KeyNotes for every US dollar or any other amount determined in the sole and absolute discretion of Key Ingredient.

Key Ingredient may also choose, in its sole and absolute discretion, to make any quantity of KeyNotes available in connection with any Account on a limited and promotional basis, including but not limited to your attendance at events, virtual or otherwise, as well as occasional gifts from Key Ingredient or third-parties.

Key Ingredient may in its sole and absolute discretion choose to make available KeyNotes only for those accounts in compliance with all provisions of this agreement, and to limit the amount of KeyNotes – including promotional KeyNotes – that may be obtained in connection with an account, for any reason or for no reason whatsoever.

You acknowledge that KeyNotes are digital material with no cash value, that no interest is paid or earned with respect to KeyNotes, that KeyNotes are not personal property, that the quantity of KeyNotes in your account may be increased or decreased by Key Ingredient in its sole and absolute discretion for any reason or no reason whatsoever, that you have no right to a refund related to KeyNotes, that there is no right to transfer of KeyNotes between accounts, and that Key Ingredient may limit your license to use KeyNotes with respect to any Services or Content or time period related thereto. You further acknowledge that additional restrictions related to KeyNotes, as determined in the sole and absolute discretion of Key Ingredient, may be applicable if, and when, KeyNotes are made available to you or thereafter.

You agree to not sell or attempt to sell KeyNotes to anyone, or transfer them to any other person or account.

We reserve the right to impose expiration dates for KeyNotes.

DISCLAIMER OF WARRANTIES

OUR SERVICES, INCLUDING THE SITES AND THEIR CONTENT, AND ALL INFORMATION, PRODUCTS AND SERVICES MADE AVAILABLE THROUGH OUR SERVICES ARE PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, KEY INGREDIENT DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO OUR SERVICES, INCLUDING THE SITES AND THEIR CONTENT AND THE INFORMATION, PRODUCTS AND SERVICES MADE AVAILABLE THROUGH OUR SERVICES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, KEY INGREDIENT DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, (A) OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; (B) ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE; (C) RELATING TO THE SECURITY OF OUR SERVICES; (D) THAT THE CONTENT IS ACCURATE, COMPLETE OR CURRENT; (E) THAT OUR SERVICES WILL OPERATE WITHOUT INTERRUPTION OR ERROR; (F) THAT NO DATA WILL BE LOST OR CORRUPTED; (G) THAT NO VIRUSES OR OTHER HARMFUL CODE WILL BE TRANSMITTED ON THE SERVICES; AND (F) THAT NONE OF YOUR CONTENT WILL BE LOST, DAMAGED, OR DESTROYED.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE DISCLAIMERS OF WARRANTIES MAY NOT APPLY TO YOU.

LIMITATION OF LIABILITY

KEY INGREDIENT IS NOT RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY USER CONTENT. ALTHOUGH WE PROVIDE RULES FOR USER CONDUCT AND POSTINGS, WE DO NOT CONTROL AND ARE NOT RESPONSIBLE FOR WHAT USERS POST ON OR THROUGH OUR SERVICES AND ARE NOT RESPONSIBLE FOR ANY OFFENSIVE, INAPPROPRIATE, OBSCENE, UNLAWFUL, INFRINGING OR OTHERWISE OBJECTIONABLE USER CONTENT YOU MAY ENCOUNTER ON THE SITES OR IN CONNECTION WITH YOUR USE OF OUR SERVICES. WE ARE NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF OUR SERVICES. KEY INGREDIENT IS NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, INFORMATION OR DATE OF THIRD PARTIES, AND YOU RELEASE US, OUR DIRECTORS, OFFICERS , EMPLOYEES AND AGENTS FROM ANY CLAIMS AND DAMAGES, KNOWN OR UNKNOWN, ARISING OUT OR OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES. WE WILL TAKE REASONABLE PRECAUTIONS TO PROTECT YOUR CONTENT AGAINST LOSS, DAMAGE OR DESTRUCTION, BUT WE WILL NOT BE LIABLE TO YOU IF ANY OF YOUR CONTENT IS LOST, DAMAGED OR DESTROYED WHILE IN OUR POSSESSION OR NOR FOR ANY ERRORS IN TRANSCRIPTION. IT IS YOUR RESPONSIBILITY TO MAKE AND KEEP BACK-UP COPIES OF YOUR CONTENT. IF YOUR CONTENT IS LOST, DAMAGED OR DESTROYED, OR IF THERE ARE ERRORS IN OUR TRANSCRIPTION SERVICES, YOUR EXCLUSIVE REMEDY AND OUR SOLE OBLIGATION AND LIABILITY TO YOU AND ANY THIRD PARTY SHALL BE LIMITED SOLELY TO RE-PERFORM THE TRANSCRIPTION SERVICES.

UNDER NO CIRCUMSTANCES, SHALL KEY INGREDIENT, OR ANY OF ITS EMPLOYEES, DIRECTORS, OFFICERS, AGENTS, VENDORS, LICENSORS OR SUPPLIERS, BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSSES OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE OUR SERVICES, INCLUDING THIS SITE, ANY CONTENT POSTED ON OR TRANSMITTED THROUGH OUR SERVICES, OR ANY INFORMATION, PRODUCTS OR SERVICES PROVIDED OR PURCHASED THROUGH OUR SERVICES, INCLUDING OUR RECIPE TRANSCRIPTION SERVICES, KEYNOTESTM OR PRIME MEMBERSHIP.

THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL LOSSES AND DAMAGES OF ANY KIND (WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, LOSS, DISCONTINUANCE OR MODIFICATION OF KEYNOTESTM, LOSS DISCONTINUANCE OR MODIFICATION OF PRIME MEMBERSHIP, INCOME OR PROFITS), WHETHER THE CLAIM IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL THEORY, EVEN IF AN AUTHORIZED REPRESENTATIVE OF KEY INGREDIENT HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND WITHOUT REGARD TO THE EFFECTIVENESS OF OTHER REMEDIES.

IF ANY PART OF THIS LIMITATION ON LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF KEY INGREDIENT (AND ANY OTHER PERSON OR ENTITY WHOSE LIABILITY WOULD OTHERWISE HAVE BEEN LIMITED) FOR LIABILITIES THAT OTHERWISE WOULD HAVE BEEN LIMITED SHALL NOT EXCEED THE AMOUNT, IF ANY, OF ANY FEES PAID BY YOU TO KEY INGREDIENT IN CONNECTION WITH YOUR USE OF THE APPLICABLE SERVICE, OR IF YOU HAVE PAID NO FEES, $10.00.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION LIABILITY FOR CERTAIN TYPES OF DAMAGES. ACCORDINGLY, SOME OF THE FOREGOING LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

Right to Discontinue or Modify Services Without Notice

Key Ingredient reserves the right to discontinue or modify the Services, KeyNotesTM and/or Prime Membership at any time without prior notice.

Right to Use Subcontractors

Key Ingredient reserves the right to subcontract all or part of the Services, KeyNotesTM and/or Prime Membership.

Links to Sites Operated by Third Parties

The Services may provide links to websites operated by third parties. We are not responsible for examining or evaluating, and we do not warrant the products or offerings of, any of these businesses or individuals or the accuracy, completeness or currency of the content of their websites. We do not assume any responsibility or liability for the actions, product, and content of any such sites. Before you use any site you should review the applicable conditions of use and policies. The inclusion of a link in the Services does not imply our endorsement of the site. If you decide to access linked third-party web sites, you do so at your own risk.

Interpretation

As used in these Terms of Service, the term “including” means “including, but not limited to.”

Waiver

Our failure at any time to require performance of any provision of these Terms of Service or to exercise any right provided for herein shall not be deemed a waiver of such provision or such right. All waivers must be in writing. Unless the written waiver contains an express statement to the contrary, no waiver by any of us of any breach of any provision of these Terms of Service or of any right provided for herein shall be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right under these Terms of Service.

Severability

If any provision of these Terms of Service is held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of these Terms of Service shall remain in full force and effect.

Governing Law, Jurisdiction and Venue

Key Ingredients headquarters are located in Austin, Texas. These Terms of Service shall be governed under the laws of the State of Texas without regard to its conflicts of law provisions. All actions or proceedings arising out of or relating to these Terms of Service shall be venued exclusively in state or federal court in Texas. You hereby irrevocably consent and submit to the personal jurisdiction of said courts for all such purposes.

DISPUTE RESOLUTION; BINDING ARBITRATION

In the Dispute Resolution Section only, "we" and "us" are used to refer to you and Key Ingredient together.

(A) We each agree to first contact each other with any disputes and provide a written description of the problem, all relevant documents/information and the proposed resolution. You agree to contact us with disputes by contacting us at the address provided in these Terms of Use. We will contact you based on the contact information you have provided us.

(B) We each agree to finally settle all disputes (as defined and subject to any specific exceptions below) only by arbitration. In arbitration, there's no judge or jury and review is limited. However, just as a court would, the arbitrator must honor the terms and limitations in the Terms of Use and can award the same damages and relief. The arbitrator's decision and award is final and binding, with some exceptions under the Federal Arbitration Act ("FAA"), and judgment on the award may be entered in any court with jurisdiction. We each also agree as follows:

(i) "Disputes" are any claims or controversies against each other related in any way to the Website, Website Content or these Terms of Use - this includes claims you bring against our employees, agents, affiliates or other representatives, and claims Key Ingredient may bring against you.

(ii) If either of us wants to arbitrate a dispute, we agree to send written notice to the other providing a description of the dispute, previous efforts to resolve the dispute, all supporting documents/information, and the proposed resolution. We will send notice to you based on the contact information you have provided us and notice to us must be sent to: Key Ingredient Corp., ATTN: Legal Department, 720 Brazos Street, Ste 810, Austin, TX 78701. We agree to make attempts to resolve the dispute. If we cannot resolve the dispute within forty-five (45) days of receipt of the notice to arbitrate, then we may submit the dispute to formal arbitration.

(iii) The FAA applies to this Agreement and arbitration provision. We each agree the FAA's provisions, not state law, govern all questions of whether a dispute is subject to arbitration.

(iv) The arbitration will be administered by the American Arbitration Association ("AAA") under its arbitration rules. If any AAA rule conflicts with these Terms of Use, these Terms of Use apply. You can obtain procedures, rules, and fee information from the AAA at 1-800-778-7879 or www.adr.org.

(v) The arbitration will be conducted by a single neutral arbitrator and will take place in Austin, TX. The federal or state law that applies to these Terms of Use will also apply during the arbitration.

(vi) We each agree not to pursue arbitration on a classwide basis. We each agree that any arbitration will be solely between you and us (not brought on behalf of or together with another individual's claim). If for any reason any court or arbitrator holds that this restriction is unconscionable or unenforceable, then our agreement to arbitrate doesn't apply and the dispute must be brought in court.

(vii) The prevailing party in the arbitration will be entitled to recover its costs and expenses, including reasonable attorneys’ fees and experts’ fees, which are incurred in connection with the arbitration.

(viii) You further agree that You have no right with respect to, and thus no right to base any claim related to: 1) ownership of any Content; (b) the “value” of Content, Prime Membership, or KeyNotes; (c) the “value” of reporting any issues related to the Site; or (d) any communication related to the Site made with respect to any account.

(C) Either of us may bring qualifying claims in small claims court.

NO CLASS ACTIONS

TO THE EXTENT ALLOWED BY LAW, WE EACH WAIVE ANY RIGHT TO PURSUE DISPUTES ON A CLASSWIDE BASIS; THAT IS, TO EITHER JOIN A CLAIM WITH THE CLAIM OF ANY OTHER PERSON OR ENTITY, OR ASSERT A CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF ANYONE ELSE IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING.

NO TRIAL BY JURY

TO THE EXTENT ALLOWED BY LAW, WE EACH WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING.

Entire Agreement

These Terms of Service contain the entire understanding and agreement between you and us with respect to the Services and supersede all previous communications, negotiations and agreements, whether oral, written, or electronic between you and us with respect to the Services. fb.us.8457472.03