February 19, 2008

Welcome to KeyIngredient.com and ScanMyRecipes.com. KeyIngredient.com is a social networking service that allows cooks to preserve and share the recipes they love. ScanMyRecipes.com provides a quick and easy way to have recipes scanned, converted to electronic format, and added to your collection on KeyIngredient.com. Both of these Web sites (the "Site(s)") are owned and operated by Key Ingredient Corporation ("Key Ingredient," "we," "us," and "our"). Key Ingredient provides the Sites and the content and services available through the Sites (collectively, the "Services") subject to these Terms of Service.

Your Consent to These Terms of Service

These Terms of Service ("Terms of Service") set forth the legally binding terms governing your use of the Services. By accessing one of the Sites or using the Services, you agree to be bound by these Terms of Service, whether you 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 KeyIngredient.com). 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 this 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:

• Send an e-mail to help@keyingredient.com and write "Terms of Service" in the subject line
• Write to us at: Key Ingredient Corp. PO Box 1824 Austin, TX 78767

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 the Sites. These changes will be effective as of the date we post the revised version on the Sites. By accessing either Site 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.

These Terms of Service were last revised on February 19, 2008.

Supplementary Notices

These Terms of Service may be supplemented or amended from time to time by instructions, rules and other notices "Notices" posted on certain pages of the 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 (our "Privacy Policy") describes how we protect your privacy when you use the Services. To review our 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 the 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.

Registration and Profile Information

Only Members may access the password-protected areas of KeyIngredient.com or place an order through ScanMyRecipes.com. You may sign up on either Site. 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 KeyIngredient.com 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 KeyIngredient.com.

Your Password

Only Members may access the password-protected features of the Services. When you become a Member, you will be asked to select your own password. 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 comments, feedback, suggestions, and other communications regarding the Services and any of Key Ingredient’s other Web sites and services, including your ideas for new features and other ways that we can make our Web sites and services more useful to you (collectively, "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. As used in these Terms of Service, "Your Content" means all of the text, photographs, images, illustrations, graphics, sounds, video and audio-video clips, and other content you post on or through the Services, except Feedback.

By posting Your Content on or through the Services, you are granting Key Ingredient an irrevocable, perpetual license to use, copy, perform and display publicly, distribute, reformat, and prepare derivative works based on 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 will not use your recipes in a manner that violates the privacy setting you choose on your profile page on KeyIngredient.com. 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 sublicensable (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 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 the information and links you post on the "description," "recipe," and "about" tabs) may appear on another Web site surrounded by advertisements, together with a link to KeyIngredient.com, 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 KeyIngredient.com, 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 may "opt-out" by selecting the appropriate recipe privacy setting on your profile page on KeyIngredient.com. If you do not want us to make your name or geographical location available to the general public in any of these ways, you may "opt-out" by selecting the appropriate privacy settings on your profile page on KeyIngredient.com. If you do not want your photograph to be made available to the general public in any of these ways, DO NOT UPLOAD A PHOTOGRAPH to your profile page on KeyIngredient.com. Instead, select an icon to represent you. 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.

Recipes You Submit for Transcription are Your Content and Your Recipes

By sending us recipes to transcribe (as described on ScanMyRecipes.com), you are granting Key Ingredient permission to scan them, transcribe them, burn them to a CD (if you so request) and make them available to you through KeyIngredient.com. You are solely liable for any damage resulting from your failure to obtain such permission or from any other harm resulting from User Content that you submit. By submitting recipes to us, you represent and warrant to us that you have obtained any necessary permissions and have the full legal right to provide the recipes to us for these purposes. As used in these Terms of Service, the terms "Your Content" and "Your Recipes" include the recipes you provide to us in hard copy format to transcribe and make available to you through KeyIngredient.com

Ownership of Site and Other Content

Key Ingredient and its licensors own and reserve all rights, title and interests in the Sites, including all of the software and code that comprise and operate the Sites, and all of the text, photographs, images, illustrations, graphics, designs, sounds, video and audio-video clips, files and other content posted on, transmitted through or otherwise made available on or through the Services (the "Content"). The Sites 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 the Sites ("Trademarks") are registered and unregistered trademarks of Key Ingredient or third parties. You may not use any Trademarks displayed on the Sites without the prior express written permission of the Key Ingredient or the trademark owner.

Rules of Use

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

• post any Content that is protected by copyright, trademark, privacy or publicity rights, trade secret rights, confidentiality rights, contract rights, or other rights without the express permission of the owner of the respective right;
• post any Content that is harmful; hateful; threatening; abusive; harassing; defamatory or libelous; sexually explicit, vulgar, lewd, obscene, or pornographic; offensive; inappropriate; or inflammatory;
• post any Content that you know (or reasonably should know) is false, deceptive or misleading;
• post any Content that 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;
• post any private information of any third party, including addresses, phone numbers, email addresses, Social Security numbers and credit card numbers;
• register for more than one account, register for an account on behalf of an individual other than yourself, or register for an account on behalf of any group or entity;
• attempt to access features of the Services or Content for which you do not have the proper authorization;
• impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age, or your affiliation with any person or entity;
• use the Services in a manner that violates any laws or regulations;
• use the Services to solicit money, goods or services for private gain;
• use the Services to solicit money, goods or services for any charitable purpose without the prior written consent of Key Ingredient;
• use the Services to promote political views or candidates;
• use the Services to advertise any goods or services or to solicit any Member to buy or sell any products or services;
• use the Services to transmit chain letters or junk email to other members;
• use the Services to further or promote any criminal or illegal activity or to provide instructional information about illegal activities;
• use the Services in a manner that interferes with, disables, disrupts, impairs, or creates an undue burden on the networks or services that support the Services;
• use the Services to harvest or collect email addresses or other contact information of other Users by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
• use the Services in a manner that, in our sole discretion restricts or inhibits any other User from using or enjoying the Services.

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 ("User Content") and the right (but not the obligation), in its sole discretion, to remove any User 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. 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:

• a description of the copyrighted work you believe has been infringed (or if you believe multiple copyrighted works have been infringed, a representative list);
• a description of the material you believe is infringing or the subject of infringing activity, together with enough information to permit us to locate the material;
• enough information to permit us to contact you, such as, your name, address, telephone number and, if available, e-mail address;
• a statement that you have a good faith belief that the allegedly infringing use of the material was not authorized by the owner of the exclusive right that is allegedly infringed (the "copyright owner"), an agent for the copyright owner, or by law;
• a statement that all of the information you have provided is accurate; and
• a statement, made under penalty of perjury, that you are the copyright owner or are authorized to act on behalf of the copyright owner.

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

David H. Goodman. CEO
Key Ingredient Corporation

902 E 5th Street. Suite 103. Austin. TX 78702

Phone: 512.462.4996
Fax: 512.485.3013
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.

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 RECIPES 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.

WE WILL TAKE REASONABLE PRECAUTIONS TO PROTECT YOUR RECIPES AGAINST LOSS, DAMAGE OR DESTRUCTION, BUT WE WILL NOT BE LIABLE TO YOU IF ANY OF YOUR RECIPES ARE LOST, DAMAGED OR DESTROYED WHILE THEY ARE IN OUR POSSESSION OR NOR FOR ANY ERRORS IN TRANSCRIPTION. IT IS YOUR RESPONSIBILITY TO MAKE AND KEEP BACK-UP COPIES OF YOUR RECIPES BEFORE SENDING THEM TO US. IF YOUR RECIPES ARE 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 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.

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, 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 at any time without prior notice.

Right to Use Subcontractors

Key Ingredient reserves the right to subcontract all or part of the Services, including the transcription services available through ScanMyRecipes.com, to subcontractors located in the United States or other countries. The foregoing notwithstanding, Key Ingredient assures you that the hard copies of your recipes that you provide to us will not leave the continental United States.

Links to Sites Operated by Third Parties

The Services may provide links to Web sites 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 Web sites. 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, 902 E 5th Street. Suite 103. Austin. TX 78702. 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.

(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.

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