Terms of Use

PLEASE READ THIS USER AGREEMENT ("AGREEMENT") CAREFULLY BEFORE USING THE ILIME SERVICE ("SERVICE") OFFERED BY KEYLIMETIE, LLC. ("COMPANY"). BY CLICKING THE "SUBMIT" BOX, YOU AGREE TO BECOME BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, CLICK ON THE "CANCEL" BUTTON AND YOU WILL NOT HAVE ANY RIGHT TO USE THE SERVICES OFFERED BY COMPANY. COMPANY'S ACCEPTANCE IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, TO THE EXCLUSION OF ALL OTHER TERMS; IF THESE TERMS AND CONDITIONS ARE CONSIDERED AN OFFER BY COMPANY, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.

Last Updated: 06/22/2010

PROPRIETARY RIGHTS

All title and copyrights in and to the Service (including but not limited to any images, photographs, animations, video, audio, music, text, incorporated into the Service), the accompanying printed materials, and any copies of the Service, and any trademarks or service marks of KeyLimeTie are owned by KeyLimeTie. All title and intellectual property rights in and to the content that may be accessed through use of the Service is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This Agreement grants you no rights to use such content.

REGISTRATION AND SECURITY

As a condition to using Services, User may be required to register with Company and select a password and enter User's email address ("Company User ID"). User shall provide Company with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of User's account. User may not (i) select or use as a Company User ID a name of another person with the intent to impersonate that person; (ii) use as a Company User ID a name subject to any rights of a person other than User without appropriate authorization. Company reserves the right to refuse registration of, or cancel a Company User ID in its discretion. User shall be responsible for maintaining the confidentiality of User's Company password.

EQUIPMENT AND ANCILLARY SERVICES

User shall be responsible for obtaining and maintaining any equipment or ancillary services needed to connect to, access the Site or otherwise use the Services, including, without limitation, hardware devices, software, and other Internet, wireless, broadband, phone or other communication device connection services. User shall be responsible for ensuring that such equipment or ancillary services are compatible with the Site and any Services and User shall be responsible for all charges incurred in connection with all such equipment and ancillary services, including any fees charged for airtime usage and/or sending and receiving messages or related notifications.

INDEMNITY

User will indemnify and hold Company, its parents, subsidiaries, affiliates, officers and employees, harmless, including costs and attorneys' fees, from any claim or demand made by any third party due to or arising out of User's access to the Site, use of the Services, the violation of this Agreement by User, or the infringement by User, or any third party using the User's account, of any intellectual property or other right of any person or entity.

LIMITATION OF LIABILITY

IN NO EVENT SHALL COMPANY BE LIABLE WITH RESPECT TO THE SITE OR THE SERVICES (I) FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE FEES PAID BY USER THEREFOR; OR (II) FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO USER.

APPLICABLE LAW

This Agreement shall be construed under and in accordance with the internal laws of the State of Illinois. Exclusive venue and jurisdiction for any action arising hereunder or in connection herewith shall be in any state or federal court located in Illinois.

FEES AND PAYMENT

Some of the Services require payment of fees. Company reserves the right to change its price list and to institute new charges at any time, upon prior notice to User, which may be sent by email or posted on the Site.To ensure proper payment, User is solely responsible for providing and maintaining accurate contact and payment information associated with User's account and Company User ID. User agrees to pay all applicable taxes or charges imposed by any government entity in connection with User's use of the Services. Failure by Company to receive payment in full when due will entitle us to suspend or terminate your account.

OTHER POLICIES

In the course of using the Site or Services, User may be asked to provide certain personally identifiable information to Company (such information referred to hereinafter as "User Information"). Company's information collection and use policies with respect to such User Information are set forth in the Site's Privacy Policy which is incorporated herein by reference for all purposes. User acknowledges and agrees that User is solely responsible for the accuracy and content of its User Information. Company cannot and does not guarantee the security of any of the User Information that a User transmits online.

TERMINATION

Either party may terminate the Services at any time by notifying the other party by any means. Company may also terminate or suspend any and all Services and access to the Site immediately, without prior notice or liability, if User breaches any of the terms or conditions of this Agreement. Any fees paid hereunder are non-refundable and non-cancelable. Upon termination of the User's account, User's right to use the Services will immediately cease and User will remove all Company code from User's Mobile Properties. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability.

REPRESENTATIONS AND WARRANTIES

User represents and warrants to Company that (i) User is the owner of each Mobile Property User designates in connection with the use of Services or that User is legally authorized to act on behalf of the owner of such Mobile Property for the purposes of this Agreement, and (ii) User has all necessary right, power and authority to enter into this Agreement and to perform the acts required of User hereunder. User further represents and warrants to Company that each of User's Mobile Properties and any material displayed therein: (a) comply with all applicable laws, statutes, ordinances and regulations; (b) do not breach and have not breached any duty toward or rights of any person or entity including, without limitation, rights of intellectual property, publicity or privacy, or rights or duties under consumer protection, product liability, tort, or contract theories; and (c) are not hate-related in content.

MISCELLANEOUS

The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. Company shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Company's reasonable control. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by User except with Company's prior written consent. This Agreement shall be governed by and construed in accordance with the laws of the state of California without regard to the conflict of laws provisions thereof. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and User does not have any authority of any kind to bind Company in any respect whatsoever.