Terms of Use

This User Agreement and Terms of Use (the “Agreement regulates your use of the Key Elements, LLC (“Key Elements”) website located at WWW.KEYELEMENTSCAPITAL.COM (the "Site") and all of the text, data, information, software, graphics, photographs and other components (collectively, the “Materials”), that Key Elements and its affiliates make available to You.

PLEASE READ THIS ENTIRE USER AGREEMENT CAREFULLY BEFORE USING OR ACCESSING THE SITE. BY USING OR ACCESSING THE SITE, YOU SIGNIFY YOUR ASSENT TO THIS AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. IF YOU DO NOT ASSENT TO THIS AGREEMENT, PLEASE DO NOT USE OR ACCESS THE SITE.

1. ACCEPTANCE AND AGREEMENT OF TERMS. Your acknowledgement of agreement to the terms and conditions of this Agreement will be confirmed by your using or accessing the Site. By using the Site you represent and warrant that you are at least eighteen (18) years old and have the ability to enter into this Agreement. If you are under the age of eighteen (18), you may not access or use the Site without the consent of a parent or guardian.

2. CHANGES. Key Elements may alter the Materials it offers to You and/or choose to modify, suspend or discontinue this Site at any time and without notifying You. Key Elements may also, in its sole discretion, change, add or remove provisions (collectively, “Modifications”) to this Agreement from time to time. Key Elements will inform You of any Modifications to this Agreement by posting them on this Site, and if you have registered with the Site, Key Elements may describe the Modifications to this Agreement in an email that Key Elements will send to the address that You provided during registration. To ensure these communications reach You, please update your account information if Your preferred email address changes at any time after Your registration.

If You object to any such Modifications, Your sole recourse will be to cease using this Site. Continued use of this Site following notice of any such Modifications indicates that You acknowledge and agree to be bound by the Modifications. The terms of this Agreement may be superseded by expressly-designated legal notices or terms located on particular pages of this Site. These expressly-designated legal notices or terms are incorporated into this Agreement and supersede the provision(s) of this Agreement that are designated as being superseded.

3. GENERAL USE. You are permitted to use this Site for individual, consumer purposes (“Permitted Purpose”). You may not modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of this Site or Materials in any manner. If You breach any of the terms of this Agreement this permission will terminate automatically and You must immediately destroy any downloaded or printed Materials (and any copies thereof).

4. PRIVACY. Any user name, account, or password that you receive from Key Elements for use in connection with the Site is your sole responsibility, including the confidentiality thereof. You agree to take responsibility for all activities that occur under your user name, password, or account. Further, any right given to you to obtain information or documents from the Site is not transferable or assignable without the prior written consent of Key Elements. In the event the confidentiality of your user name, account or password is compromised in any manner, you must notify Key Elements immediately. Key Elements reserves the right to take any and all action, as it deems necessary or reasonable, to ensure the security of the Site and your accessibility. Notwithstanding the foregoing, Key Elements may rely on the authority of anyone accessing your account or using your user name or password and in no event and under no circumstances shall Key Elements be held liable to you for any liabilities or damages resulting from or arising out of:

  1. Any action or inaction of Key Elements under this provision;
  2. Any compromise of the confidentiality of your user name, account or password; and
  3. Any unauthorized access to your user name, account, or use of your password.

5. LIMITATIONS ON USE

Key Elements authorizes Your use of this Site only for Permitted Purposes. Any other use of this Site beyond the Permitted Purposes is prohibited and, therefore, constitutes unauthorized use of this Site. Unauthorized use of this Site may result in violation of various United States and international copyright laws.

  1. Unless otherwise explicitly permitted by Key Elements, each user account may only be used by a single person at one time.
  2. You acknowledge and agree that the Site, and the Materials are valuable assets of Key Elements, developed by the expenditure of considerable work, time and financial resources, and is the result of Key Elements’s original and creative selection, coordination and arrangement. You also acknowledge and agree that any Materials, look and feel, manner and methodology used to select, coordinate and arrange the Data, and all other protectable intellectual property (collectively, the "Content") available through the Site is Key Elements’s property or the property of its licensors and is protected by applicable patent, copyright, trademark, trade secret and/or other proprietary rights under U.S. and International law (the “IP Rights”). You further agree that, as between you and Key Elements, any and all present and future IP Rights shall at all times vest in Key Elements. Except as provided for herein, this Agreement will not convey or transfer, or be deemed to convey or transfer, to you any right to the Content. Nothing on the Site shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark, service mark, tradenames and logos displayed on the Site without proper prior written consent.
  3. You may not sell, disclose, publish, distribute, license, or otherwise provide access to the Content received through the Site to anyone, including, if applicable, your fellow employees, without Key Elements’s prior written consent. Key Elements reserves the right in its sole discretion to terminate this permission at any time with or without notice for any or for no reason.
  4. You acknowledge and agree not to use the Site for any unlawful, illegal or immoral purpose. Upon any such use for any such unlawful, illegal purpose, including the infringement of other’s rights, it shall be Key Elements’s right to review and, in its sole discretion, limit or terminate your access to the Service.

6. USING THIS SITE; ACCOUNT REGISTRATION

To provide Key Elements with User Submissions (defined below) that Key Elements then makes available through this Site for others to access, and to use certain Materials and services offered through this Site, You must successfully register an account with Key Elements.

To register for an account, You must submit the following information through the account registration page on this Site:

  • First and last name
  • A working email address
  • A working phone number

You may also provide additional, optional information so that Key Elements can provide You with a more customized experience when using this Site. Once You submit the required registration information, Key Elements alone will determine whether or not to approve Your proposed account. If approved, You will be sent an e-mail detailing how to complete Your registration. For so long as You use the account, You agree to provide true, accurate, current, and complete information which can be accomplished by logging into Your account and making relevant changes directly or contacting Key Elements using the below contact information and Key Elements will make the changes for You. If You forget Your password Key Elements will send a password update to Your provided email address.

You are responsible for complying with the terms of this Agreement when You access this Site, whether directly or through any account that You may setup through or on this Website. Because it is Your account, it is Your job to obtain and maintain all equipment and services needed for access to and use of this Site as well as paying related charges, if applicable. It is also Your responsibility to maintain the confidentiality of Your password(s), including any password of a third-party site that Key Elements may allow You to use to access this Website. Should You believe Your password or security for this Site has been breached in any way, You must immediately notify Key Elements.

7. SUBMISSIONS

Certain areas of this Site (e.g., contact forms) may permit You to submit feedback, information, data, text, software, messages, or other materials (each, a “User Submission”). You agree that you are solely responsible for all of your User Submissions and that any such User Submission is considered both non-confidential and non-proprietary. Further, Key Elements does not guarantee that You will be able to edit or delete any User Submission You have submitted.

By submitting any User Submission, You agree that:

  • You own all rights in Your User Submissions (including, without limitation, all rights to the reproduction and display of Your User Submissions) or, alternatively, You have acquired all necessary rights in Your User Submissions to enable You to grant to Key Elements the rights in Your User Submissions as described in this Agreement;
  • You have paid and will pay in full all license fees, clearance fees, and other financial obligations, of any kind, arising from any use or commercial exploitation of Your User Submissions;
  • Your User Submissions do not infringe the copyright, trademark, patent, trade secret, or other intellectual property rights, privacy rights, or any other legal or moral rights of any third party;
  • You voluntarily agree to waive all "moral rights" that You may have in Your User Submissions;
  • Any information contained in Your User Submissions is not known by You to be false, inaccurate, or misleading;
  • Your User Submissions do not violate any law (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination, or false advertising);
  • Your User Submissions are not, and may not reasonably be considered to be, defamatory, libelous, hateful, racially, ethnically, religiously, or otherwise biased or offensive, unlawfully threatening, or unlawfully harassing to any individual, partnership, or corporation, vulgar, pornographic, obscene, or invasive of another's privacy;
  • You were not and will not be compensated or granted any consideration by any third party for submitting Your User Submissions;
  • Your User Submissions do not incorporate materials from a third-party website, or addresses, email addresses, contact information, or phone numbers (other than Your own);
  • Your User Submissions do not contain any viruses, worms, spyware, adware, or other potentially damaging programs or files;
  • Your User Submissions do not contain any information that You consider confidential, proprietary, or personal; and
  • Your User Submission does not contain or constitute any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation.

By submitting a User Submission, You grant to Key Elements and all other users of the Site an irrevocable, perpetual, transferrable, non-exclusive, fully-paid, worldwide, royalty-free license (sublicensable through multiple tiers) to:

  • Use, distribute, reproduce, modify, adapt, publish, translate, publicly perform, and publicly display Your User Submissions (or any modification thereto), in whole or in part, in any format or medium now known or later developed; and
  • Use (and permit others to use) Your User Submission in any manner and for any purpose (including, without limitation, commercial purposes) that Key Elements deems appropriate in its sole discretion (including, without limitation, to incorporate Your User Submission or any modification thereto, in whole or in part, into any technology, product, or service)

Key Elements may, but is not obligated to, pre-screen User Submissions or monitor any area of this Site through which User Submissions may be submitted. Key Elements is not required to host, display, or distribute any User Submissions on or through this Site and may remove at any time or refuse any User Submissions for any reason. Key Elements is not responsible for any loss, theft, or damage of any kind to any User Submissions. Further, You agree that Key Elements may freely disclose Your User Submission to any third party absent any obligation of confidence on the part of the recipient.

8. CLAIMS OF COPYRIGHT INFRINGEMENT AND AGENT

If you believe your copyright rights have been infringed by the Content or Data found on the Site, we ask that you please provide to Key Elements’s Agent the following information required by the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act, 17 U.S.C. 512:

  1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
  2. Identification of the copyright work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
  3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
  4. Information reasonably sufficient to permit us to contact the complaining party;
  5. A statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
  6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Send such notice as directed above to INFO@KEYELEMENTSCAPITAL.COM

You acknowledge that if you fail to comply with substantially all of the above requirements of this Section your notice may not be valid and we may not be able to remove infringing content.

9. THIRD PARTY CONTENT

Key Elements may from time to time:

  • Link to other sites that we feel may be useful to you, and
  • Post content to our Site that is supplied by third parties (collectively “THIRD PARTY CONTENT”).

Third Party Content is not under the control of Key Elements. Key Elements makes no claim or representation regarding, and accepts no responsibility for, the quality, content, nature or reliability of Third Party Content, any services accessible by hyperlink from our Site, links contained in any Third Party Content, or any review, changes or updates to a third-party web site or for third-party web sites that link to our Site. Any opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties in the Third Party Content are those of the respective author(s) or distributor(s) and not of Key Elements. Key Elements does not guarantee the merchantability or fitness for any particular purpose of Third Party Content. When leaving our Site, you should be aware that this Agreement no longer governs, and, therefore, you should review the applicable terms and policies, including privacy and data gathering practices, of any third party sites. Additional disclaimers and limitation of liability are noted below.

10. DISCLAIMERS OF WARRANTIES AND LIMITATIONS ON LIABILITY. THE SITE, CONTENT AND MATERIALS ON, OR ACCESSIBLE FROM, THE SITE ARE PROVIDED “AS IS” AND “WITH ALL FAULTS” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THIS SITE IS WITH YOU. KEY ELEMENTS EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY OR NON-INFRINGEMENT. KEY ELEMENTS DOES NOT WARRANT THAT THE ACCESS TO THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVERS THAT MAKE THE SITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. KEY ELEMENTS DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE CONTENT AND OTHER MATERIALS ON, OR ACCESSED THROUGH, THE SITE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

While Key Elements uses reasonable efforts to include accurate and up to date information on the Site, Key Elements makes no warranties or representations as to its accuracy. With respect to the press releases on the Site, we disclaim any duty or obligation to update the press releases . No advice or information, whether oral or written, obtained by You through this Site or from Key Elements or its subsidiaries/other affiliated companies shall create any warranty. Key Elements assumes no liability or responsibility for any errors or omissions in the Content of the Site.

11. INDEMNIFICATION. By using the Site, you agree to indemnify and hold Key Elements and our partners, agents, officers, directors, employees, subcontractors, successors, assigns, third-party suppliers of information and documents, advertisers, product and service providers, and affiliates harmless from any claims, allegations, suits or proceedings for any damages, losses, liabilities, and all costs and expenses (including attorneys’ fees), resulting from a third-party based on your use of the Site in violation of this Agreement or your breach of the terms of this Agreement (including any breach of your obligations with respect to confidentiality).

12. LIMITATION OF LIABILITY. IN NO EVENT WILL KEY ELEMENTS BE LIABLE TO YOU FOR DAMAGES OF ANY KIND INCLUDING WITHOUT LIMITATION ANY SPECIAL, INDIRECT, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) RESULTING FROM OR IN CONNECTION WITH THE SITE, ITS CONTENT, OR ANY ERRORS OR OMISSIONS IN THEIR TECHNICAL OPERATION OR CONTENT, EVEN IF KEY ELEMENTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13. OTHER PROVISIONS

INSTITUTIONAL INVESTOR. For purposes of the Site, the term “Institutional Investor” includes sophisticated non-retail investors such as registered investment companies, investment advisers, plan sponsors, endowments, foundations, governmental entities, and high net worth natural persons. Certain products and investment services may only be offered to Institutional Investors which are also accredited investors or qualified purchasers as those terms are currently defined by the U.S. federal securities laws.

INFORMATION FOR NON-U.S. INVESTORS. The Site is intended to be made available only to current and prospective Institutional Investors residing in the United States. Nothing on the Site shall be considered a solicitation to buy or an offer to sell a security, or any other product or service, to any person in any jurisdiction where such offer, solicitation, purchase or sale would be unlawful under the laws of such jurisdiction.

NO INVESTMENT RECOMMENDATIONS OR PROFESSIONAL ADVICE; NO OFFER TO BUY OR SELL ANY SECURITIES. Generally, the Site is not intended to provide tax, legal, insurance or investment advice, and nothing on the Site should be construed as an offer to sell, a solicitation of an offer to buy, or a recommendation for any security by Site or any third party. Key Elements does not provide legal or tax advice and we encourage you to consult your own lawyer, accountant or other advisor before making an investment. The past performance of funds, portfolios or properties managed by Key Elements is not necessarily indicative of future performance.

NO INVESTMENT ADVICE; SECURITIES DISCLAIMERS. YOU BEAR RESPONSIBILITY FOR YOUR OWN INVESTMENT RESEARCH AND DECISIONS, INCLUDING ALL PERTINENT RISKS ASSOCIATED WITH IT. THE COMPANY URGES YOU TO CONSULT YOUR OWN INDEPENDENT TAX, BUSINESS, FINANCIAL AND INVESTMENT ADVISORS BEFORE MAKING ANY INVESTMENT DECISIONS. Key Elements is not an SEC registered investment adviser and is not actively giving financial or investment advice. Notwithstanding anything to the contrary herein, Key Elements and its successors and assigns shall not, directly or indirectly, be liable, in any way, to you or any other person for any: (a) inaccuracies or errors in or omissions from the Site including, but not limited to, quotes and financial data; (b) delays, errors, or interruptions in the transmission or delivery of the Site; or (c) loss or damage arising therefrom or occasioned thereby, or by any reason of nonperformance.

NO TESTIMONIALS. Various transactions are referenced on this Site. It is not known whether the various parties to the transactions approve or disapprove of Key Elements or the services provided thereby. Nominative references to parties involved in any transaction is not intended to constitute an endorsement, testimonial, sponsorship or approval by such party of Key Elements or services rendered by Key Elements in connection with such transaction.

14. MISCELLANEOUS

GOVERNING LAW. To the extent there are additional terms of use with respect to any information provided at the Site, you shall comply with such terms of use, which are incorporated by reference fully herein. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the Commonwealth of Massachusetts, without regard to its conflicts of law principles.

SEVERABILITY. If any provision of this Agreement shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions.

ENTIRE AGREEMENT; WAIVER. This Agreement represents the entire agreement between you and Key Elements relating to the subject matter contained herein. No delay or failure by Key Elements to take action under this Agreement will constitute a waiver of any of the provisions contained herein, or rights provided hereby, unless expressly waived in writing by Key Elements. No single waiver will constitute a continuing or subsequent waiver.

COMPLIANCE WITH LAWS. You agree to comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the Site and the Content provided therein.

ECONOMIC PERFORMANCE STATEMENTS. Our Site may include statements concerning our operations, prospects, strategies, financial condition, future economic performance and demand for our products or services, as well as our intentions, plans and objectives (particularly with respect to product and service offerings), that are forward-looking statements. These statements are based upon a number of assumptions and estimates which are subject to significant uncertainties, many of which are beyond our control. When used on our Site, words like “anticipates,” “expects,” “believes,” “estimates,” “seeks,” “plans,” “intends,” “will” and similar expressions are intended to identify forward-looking statements designed to fall within securities law safe harbors for forward-looking statements. The sites and the information contained therein do not constitute any offers or solicitations of offers for the sale of any securities (except for appropriately marked product prospectuses).

Call information provided to you in connection with your use of the Site will be held confidential by you and will not, without the prior written consent of Key Elements, be disclosed or be used for any purposes other than the performance of this Agreement. You will safeguard the confidentiality of any such information using at least reasonable care. Upon request by Key Elements, you shall destroy any and all copies of any information provided to you at this Site.

HOW TO CONTACT US. If you have any questions regarding this Agreement or anything relating to the Site, please do not hesitate to email us at: INFO@KEYELEMENTSCAPITAL.COM or call 804-709-7978.