TERMS AND CONDITIONS

TERMS OF USE

Market Key products and services are provided by Caleb Solar, INC dba Market Key (“MarketKey”). These Terms of Use (“Terms”) govern your use of https://app.MarketKey.io (“Website”), the Market Key Dashboard (“Dashboard”), and MarketKey other products and services (collectively, “Services”). Please read these Terms carefully, and contact MarketKey if you have any questions. By using the Services, you agree to be bound by these Terms, including the policies referenced in these Terms.

MarketKey reserves the right, at any time and from time to time, to amend or to modify these Terms without prior notice to you, provided that if any such alterations constitute a material change to these Terms, as determined by MarketKey, MarketKey will notify you by posting an announcement on the Website or the Dashboard. Amendments and modifications shall take effect immediately when posted. By continuing to access or use the Services after any such posting, you agree to be bound by such amended or modified Terms. If you do not agree to any change to these Terms, then you must immediately stop using the Services.

USING THE SERVICES

1. Who May Use the Services You may use the Services only if you can form a binding contract with MarketKey. By registering for the Services, you agree to use the Services in compliance with these Terms and all applicable laws. Any use or access by anyone under the age of thirteen (13) is prohibited, and certain Services may have additional requirements and/or restrictions.

2. License to You; Ownership Subject to these Terms and MarketKey policies (including the Privacy Policy and other terms), MarketKey grants you a limited, personal, non-exclusive, non-transferable, and revocable license to use the Services for up to the number of users set forth in the pricing table upon receipt of the applicable license fee, if any. MarketKey and/or its licensors own and shall retain all rights, titles, and interests, including all intellectual property rights, in and to the Services, and all elements thereof. Except for the express licenses granted to you herein, you neither have nor acquire any rights, titles, or interests in or to the Services or any element thereof.

3. Registration, Passwords, and Account Information You may only use the Services if you are registered and have an account with MarketKey. To open an account, you must complete the registration process by providing MarketKey with current, complete, and accurate information as prompted by the registration form and maintain such information to ensure it remains current, complete, and accurate. Should MarketKey suspect that such information is untrue, inaccurate, not current, or incomplete, MarketKey has the right to suspend or terminate your usage of the Services. MarketKey is entitled to rely on the information you provide, and you will be responsible for updating this information to maintain current information. Accounts are non-transferable and cannot be shared or used by anyone other than you and the named sub-users. Once you have become an authenticated user, you will be given a password or the option to create your own password. You are and will be responsible for maintaining the confidentiality of that password, for all activities conducted on and with the Services that make use of that password, and for charges or fees incurred by the use of that password, if any, including any use you may subsequently contend was not unauthorized by you. You are solely responsible for any and all activities that occur under your account, including inputting, maintaining, and managing accurate information and ensuring that you exit or log-off from your account at the end of each session of use. You shall notify MarketKey immediately of any unauthorized use of your password or account or any other breach of security that is known or suspected by you.

4. Cancellations You may delete your account, cancel your access to the Services, or terminate your account and these Terms at any time. If you cancel Services that you paid for, your access to and use of the Services will be terminated, and you will not be entitled to a refund under any circumstances, including if the Services are unavailable. It is your responsibility to retrieve all relevant data and content from your account prior to termination. On termination of your account, the Services, or these Terms, MarketKey may retain your account information, data, content, or other documents (including copies) as required by law or regulation or as may be automatically retained by backup or disaster recovery systems. You acknowledge and agree to authorize MarketKey to retain and/or destroy such information, data, content, and documents upon termination of these Terms or your account.

5. Suspension Generally, MarketKey may suspend your right to access or use any portion or all of the Services immediately upon notice to you if MarketKey determines:

(a) your use of the Services: (i) poses a security risk to the Services or any third party, (ii) could adversely impact MarketKey systems, the Services or the systems or content of any other MarketKey customer, (iii) could subject MarketKey or any third party to liability, or (iv) could be fraudulent;

(b) you are in breach of these Terms;

(c) you are in breach of your payment obligations; or

(d) you have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding.

If MarketKey suspends your right to access or use any portion or all of the Services, you remain responsible for all fees and charges you incur during the period of suspension.

6. Service Modifications MarketKey takes pride in its products and Services, but unexpected events do occur. MarketKey reserves the right to cancel, interrupt, or modify its Services from time to time, including any features or functionality contained within the Services at any time. In addition, MarketKey is constantly attempting to improve the Services, which may result in changes to the Services, including the addition or removal of features or functionality. For example, MarketKey may add features or functions, and as a result, MarketKey may suspend or stop providing other features or functions. MarketKey, and third parties it engages to provide the Services, and each party's employees, contractors, and other agents (the “MarketKey Parties”) shall have no liability to you for any such action.

7. Compliance with Law In using the Services, you agree to comply with, and refrain from violations of, any right of any other person, entity, law, or contractual duty, including, without limitation, those laws forbidding: (a) defamation and harassment, (b) forgery, identity theft, misdirection, and interference with electronic communications, (c) invasion of privacy, (d) unlawful sending of commercial electronic messages or other marketing or electronic communications, (e) collection of excessive user data from individuals, including children, or other improper data collection activities, (f) securities violations, wire fraud, money laundering, or terrorist activities, or (f) false advertising, propagating or profiting from frauds and unfair schemes. You will also comply with the affirmative requirements of law governing use of the Services, including but not limited to: (i) disclosure requirements, including those regarding notification of security breaches, (ii) records maintenance for regulated industries, and (iii) financial institution safeguards. The term “law” in these Terms means any statute, law, ordinance, regulation, rule, judgment, or order of a government, court, or tribunal of competent jurisdiction, including, without limitation, any data protection laws, privacy laws, any laws that require you to obtain consent from a third party or provide notice to a third party in connection with such third party, any state, federal, and international laws, regulations, and rules related to the recording or monitoring of telephone calls, SMS messages, or other communications, the U.S. Foreign Corrupt Practices Act, rules established by the Federal Communications Commission, any federal or state anti-spam statute or regulation, including the CAN SPAM Act of 2003, or any federal or state statute or regulation prohibiting the dissemination of unsolicited communications, including the Telephone Consumer Protection Act of 1991.

8. Communication with Parent Users and Sub Users:

By signing up and creating parent user and sub user accounts within the MarketKey platform, you acknowledge and agree that MarketKey may communicate with both parent users and sub users via email and text messages for various purposes, including but not limited to account notifications, updates, promotional offers, and service-related announcements. MarketKey will always seek to comply with applicable laws and regulations regarding electronic communications and data privacy, and both parent users and sub users may have the option to manage their communication preferences through their respective account settings. MarketKey will not share contact information of parent users and sub users with third parties for marketing purposes without their explicit consent.

YOUR CONTENT

1. Generally Some Services enable you to upload content for use with the Services (“User Content”). For example, you may personalize a campaign. You retain all intellectual property rights in, and are responsible for, the User Content you upload into the Services.
2. How MarketKey May Use User Content If you provide User Content, you grant MarketKey a royalty-free, perpetual, sublicensable, transferable, non-exclusive, worldwide license to copy, distribute, modify, create derivative works based on, perform, display, and otherwise use the User Content for purposes of providing the Services. This license includes granting MarketKey the right to share your information with MarketKey’s hosting provider and other third parties MarketKey uses to provide the Services to you. MarketKey reserves the right to remove User Content for any reason, including User Content that MarketKey believes violates these Terms.
3. Feedback From time to time, you may provide suggestions, ideas, comments, and other feedback related to the Services (“Feedback”). By submitting Feedback to MarketKey, you grant MarketKey the right to use the Feedback without any restriction or any compensation to you. By accepting your Feedback, MarketKey does not waive any rights to use similar or related Feedback previously known to MarketKey, developed by its employees or contractors, or obtained from other sources.
4. Infringing User Content You agree not to use the Services in violation of the copyrights, trademarks, patents, or trade secrets of third parties, nor shall you utilize the Services to publish such materials in a manner that would expose them to public view in violation of the law. The provisions of the Digital Millennium Copyright Act of 1998 (as required under 17 U.S.C. §512) and all other applicable international trademark, copyright, patent, or other intellectual property laws will apply to issues presented by allegations of copyright violations by third parties. If a third party believes that you are violating its intellectual property rights, it must notify MarketKey by email. A notification should include information reasonably sufficient to permit MarketKey to locate the allegedly infringing material, such as the IP address, email, or URL of the specific online location where the alleged infringement is occurring or occurred. MarketKey reserves the right to prevent any further activity associated with an account if infringement is alleged by a third party.

GENERAL TERMS

1. Security MarketKey cares about the security of all users and has implemented reasonable and appropriate measures designed to help secure your information and User Content against accidental or unlawful loss, access, or disclosure. While MarketKey works to protect the security of your information and User Content, MarketKey cannot guarantee that unauthorized third parties will not be able to defeat ProFlo security measures.
2. Third-Party Content Through the Services, you will have the ability to access and/or use content provided by third parties and links to websites and services maintained by third parties. MarketKey cannot guarantee that such third-party content, in the Services or elsewhere, will be free of material you may find objectionable or otherwise inappropriate or of malware or other contaminants that may harm your computer, mobile device, or any files therein. MarketKey disclaims any responsibility or liability related to your access or use of such third-party content.
3. GDPR You hereby represent and warrant that no personal data subject to General Data Protection Regulation (EU) 2016/679 (“GDPR”) is, or will be, processed by MarketKey as a processor on your behalf as part of the product, services, or these Terms. You shall communicate to MarketKey in advance and in writing of any anticipated change affecting this representation and warranty and before requesting MarketKey to process any personal data or providing any personal data to MarketKey. If you communicate any anticipated change affecting this representation and warranty to MarketKey, you and MarketKey will work in good faith to eliminate the need for MarketKey to process personal data. If the parties mutually agree that MarketKey will process personal data that is subject to GDPR, MarketKey agrees to: (a) only process personal data based on your instructions; and (b) implement technical and organizational measures to protect such personal data. You agree to assist ProFlo in any request or procedure by a national data protection supervisory authority or in any lawsuit relating to the processing of any personal data covered by this representation and warranty. Furthermore, you shall indemnify and hold MarketKey harmless for any cost, charge, damages, expenses, or loss (including reasonable attorneys’ fees) arising from MarketKey receiving or processing personal data that is subject to GDPR. Any undefined terms used in this Section shall have the meaning given to them in GDPR.
4. No Warranty The Services are provided “as is.” MarketKey and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose, and non-infringement. Neither MarketKey nor its suppliers and licensors makes any warranty that the Services will be error-free or that access thereto will be continuous or uninterrupted. You understand that you download from, or otherwise obtain content or services through, the Services at your own discretion and risk.
5. Payment If you purchase any Services that MarketKey offers for a fee, you agree to pay the applicable fees for the Services (including, without limitation, periodic fees for premium accounts) as they become due, plus all related taxes, and to reimburse us for all collection costs and interest for any overdue amounts. Your obligation to pay fees continues through the end of the subscription period during which you cancel your subscription. All applicable taxes are calculated based on the billing information you provide us at the time of purchase. You may not receive a tax invoice for your purchase.
6. No Refund Policy You understand and agree that all fees and charges, including subscription fees, phone credits, campaign registration, and any other associated fees are non-refundable under any circumstances. This includes, but is not limited to, cancellation of Services, termination of your account, or any other reason.
7. Limitation of Liability In no event shall MarketKey, nor its directors, employees, partners, agents, suppliers, or content providers, be liable under contract, tort, strict liability, negligence, or any other legal or equitable theory with respect to the Services: (a) for any lost profits, data loss, cost of procurement of substitute goods or services, or special, indirect, incidental, punitive, or consequential damages of any kind whatsoever, (b) to provide substitute goods or services (which may include technical assistance or professional services to be supplied by MarketKey at its discretion), or (c) for any direct damages in excess of (in the aggregate) one hundred dollars ($100.00).
8. Governing Law and Jurisdiction These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles. You agree that any dispute arising from or relating to the subject matter of these Terms shall be governed by the exclusive jurisdiction and venue of the state and federal courts of California.
9. Entire Agreement These Terms and our Privacy Policy are the entire and exclusive agreement between MarketKey and you regarding the Services (excluding any services for which you have a separate agreement with MarketKey that is explicitly in addition or in place of these Terms), and these Terms supersede and replace any prior agreements between MarketKey and you regarding the Services.

CONTACT US

If you have any questions about these Terms or otherwise need to contact MarketKey for any reason, you can reach us at:

Caleb Solar, INC dba MarketKey. Email: Sales@MarketKey.io