TERMS OF USE

Keyhubs ("we" or "Keyhubs") is a Limited Liability Corporation. We provide and maintain an Internet Web site (the "Site") for the benefit of users of our services ("you" or "User"). On our Site we provide hosted tools and processes to allow you to map informal networks using online surveying methods.

The Services and use of the Site are provided to you subject to the terms and conditions set forth in these Terms of Use ("Terms of Use" or "Agreement") and our Privacy Policy, and any other rules and policies set forth on this Site.  The terms and conditions below and any other rules or policies set forth on this Site comprise the entire agreement between you and Keyhubs and supersede all prior agreements between us.  By registering as a User, and/or by accessing or using the Site, you agree to be bound by this agreement.  Keyhubs reserves the right to deny access and/or terminate the subscription of anyone who violates these Terms of Service. 

1. ACKNOWLEDGMENT AND ACCEPTANCE

PLEASE READ THE FOLLOWING TERMS OF THIS AGREEMENT CAREFULLY. BY COMPLETING THE REGISTRATION PROCESS, YOU ACCEPT AND AGREE TO ALL OF THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND IN OUR PRIVACY POLICY. YOU HEREBY ACKNOWLEDGE THAT YOU ARE 18 YEARS OF AGE OR OLDER.

2. USER RESPONSIBILITIES.

These Terms of Use give you important obligations. You agree to the following responsibilities:

• Lawful use of the Services only. Please see Section 6 below.
• Creation and maintenance of all content in the account including but not limited to survey content, and current billing and contact information.
• Payment of all agreed subscription fees.
• Full responsibility for all activity associated with your use of our Site and Services.
• Compliance with all other obligations set forth in these Terms of Use.

We reserve the right to deactivate your account(s) as we deem appropriate or necessary, without notice. You enter and use the Site and the Services at your own risk. Keyhubs is not responsible for your activities, surveys, content, results, network maps or questions from respondents, other data, or any other matter concerning your use of the Site or the Services. We recommend that you keep track of your survey results, survey questions, network maps, Keyhub charts and other data in your own personal records, as we reserve the right to discontinue your account(s) or terminate the Services at any time. We are not responsible for the deletion of any data that is in or has been added to your account(s). If a User account remains inactive for a period of 18 months, we will deactivate the account.

3. MODIFICATION TO SERVICES PROVIDED; TERMS OF USE.

You acknowledge and agree that we may, with or without notice, modify or terminate the Services and/or the Site. Further, we may modify these Terms of Use from time to time, including the fees we charge for Services. Modifications of the Services may include, without limitation, changes in the maximum allowable memory space, number of entries allowed in the “Enter Participants” page, number of survey respondents, number of surveys, and number of survey questions that may be created, saved, sent or used through the Site (collectively, "Thresholds").

We will notify you of changes we make by posting a notice on our Site, or, if we choose, by sending you an email. If you do not accept the changes, you must terminate your subscription or other use at that time. Your use of the Site or the Services after the notice is posted (or we send you the email) shall be deemed to be acceptance of the modification or termination of the Services or these Terms of Use.

4. PAYMENT TERMS; AUTOMATIC RENEWAL; CANCELLATION.

You agree to pay, and we will automatically charge, all account fees, and including any applicable taxes, at the rates in effect when the fees are incurred. We may change the fees then in effect, or add new fees, by giving Users advance notice. You must provide us with valid credit card information, and must promptly update the Account Information page in Keyhubs with any changes in credit card validity or expiration date. If payment cannot be charged to the credit card you have on file with us, we reserve the right to suspend or terminate your account and access to the Services.

We will automatically renew and charge your account upon every expiration date of your subscription, unless you have selected "OFF" for auto-renew on the Account Information page. The renewal charge will be equal to the original subscription price, unless we notify you otherwise in advance.  No refunds of subscription fees will be given. We reserve the right to terminate your subscription and/or discontinue Services at any time for any reason.

5. REGISTRATION & PASSWORD.

You will provide current, complete, accurate information in the registration section of the Site. You will further update and keep that information current as needed. You will provide a password in order to access the Services and your account. Email login must be a valid email address maintained by you. You are solely responsible for maintaining the confidentiality of your password and account information. You will immediately notify us of any unauthorized account activity, or any unauthorized use of your email list(s) or any other breach of security you become aware of.

Keyhubs is a single user service. Multiple logins and passwords to the same account are not available or permitted. You may not share logins and passwords with others. Sharing login information is in violation of this Agreement and may result in immediate account termination.

6. OTHER PROHIBITED USES.

You acknowledge, warrant and agree that:

• You will not transmit through the Services or the Site any pornographic, obscene, offensive, threatening, harassing, libelous, hate-oriented, harmful, defamatory, racist, illegal or otherwise objectionable material or content.
• You will not send any transmission that attempts to hide your identity or represents you as someone else.
• Any attempt by you to transmit, publish or distribute material or content that promotes, provides or relates to instructional information about illegal activities or promotes physical harm or injury against any individual or group is strictly prohibited.
• You will not use the Services or the Site to send any materials, including surveys and requests to take surveys, to any persons under 18 years of age unless and until you have taken and follow all necessary action and compliance pursuant to state and federal laws.
• You will not upload or distribute in any way any files that contain viruses, corrupted files or any similar software or programs that may damage the operation of anyone else's computer, the Service or the Site.
• You will not interfere or disrupt networks connected to the Services and the Site.
• Any attempt by you to gain unauthorized access to any computer system, including accounts, lockers or databases maintained by and for Keyhubs, is strictly prohibited.
• You will comply with all laws, rules and regulations regarding transmission of technical data exported from the United States.

If you engage in any activity set forth in this paragraph or violate any terms or conditions of these Terms of Use, your account will be terminated and use of the Services and Site prohibited. We will report any unlawful conduct to the appropriate authorities and turn over any and all information regarding such activity to appropriate persons or entities.

7. DISCLAIMER OF WARRANTIES.

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SERVICES AND THE SITE IS AT YOUR SOLE RISK. THE SERVICE AND THE SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.

TO THE FULLEST EXTENT ALLOWED BY LAW, KEYHUBS EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE CONTENTS OF THE SERVICES OR THE SITE MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. KEYHUBS ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN CONTENT.

KEYHUBS IS NOT RESPONSIBLE FOR THE CONTENTS OF ANY SURVEY/MAPS OR INVITATIONS TO TAKE SURVEYS OR INVITATIONS TO VIEW SURVEY RESULTS CREATED ON OR THROUGH THE SERVICES NOR IS IT RESPONSIBLE FOR THE RESPONSES SUBMITTED TO ANY SURVEY REQUESTS OR FOR THE RESULTS GENERATED BY SURVEY RESPONSES. KEYHUBS DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE RELIABILITY OR ACCURACY OF THE REGISTRATION INFORMATION SUPPLIED TO KEYHUBS NOR THE RESPONSES OR INFORMATION SUPPLIED BY SURVEY RESPONDENTS TO USERS IN RESPONSE TO SURVEYS. KEYHUBS DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE CONSEQUENCES OF THE USE OF ANY SURVEY, SURVEY RESPONSES OR SURVEY RESULTS (INFORMAL NETWORK MAPS) NOR DOES KEYHUBS WARRANT THE CORRECTNESS, USEFULNESS, RELIABILITY, ACCURACY OR OTHERWISE OF ANY SURVEY, SURVEY RESPONSES OR SURVEY RESULTS/MAPS. KEYHUBS IS NOT RESPONSIBLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION, LOST PROFITS, BUSINESS INTERRUPTION OR OTHER LOSS RESULTING FROM USE OF OR RELIANCE IN ANY WAY ON ANY SURVEY, SURVEY RESPONSES OR SURVEY RESULTS CREATED ON OR THROUGH THE SERVICE OR THE SITE. IT IS SOLELY YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, RELIABILITY, COMPLETENESS AND USEFULNESS OF ANY SURVEYS, SURVEY RESPONSES, SURVEY RESULTS OR OTHER INFORMATION RECEIVED WHILE USING THE SERVICE OR SITE.

KEYHUBS MAKES NO WARRANTY THAT THE SERVICES OR SITE WILL MEET YOUR REQUIREMENTS OR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, VIRUS-FREE, ERROR-FREE, ACCURATE OR RELIABLE; NOR DOES KEYHUBS MAKE ANY WARRANTY AS TO ANY INFORMATION THAT MAY BE OBTAINED THROUGH THE SERVICES OR SITE OR THAT DEFECTS IN THE SOFTWARE FOR THE SERVICE WILL BE CORRECTED OR THAT THE SITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH USE OF THE SERVICES OR SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL OR DATA.

KEYHUBS MAKES NO WARRANTY REGARDNG ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE SERVICES OR SITE OR ANY TRANSACTIONS ENTERED INTO THROUGH OR BASED UPON THE SERVICES OR THE SITE.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR SITE OR THROUGH THE SERVICE OR SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

8. LIMITATION OF LIABILITY.

TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, NEITHER KEYHUBS NOR ANY PARENT ENTITIES, SUBSIDIARIES, AFFILIATES, OFFICERS OR EMPLOYEES SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF YOUR ACCESS TO, USE OF, INABILITY TO USE, OR RELIANCE ON THE SERVICE OR ANY SURVEYS, SURVEY RESPONSES OR SURVEY RESULTS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOU ARE DISSATISFIED WITH THE SERVICE, THE MATERIALS AVAILABLE ON OR THROUGH THE SERVICE OR THE SITE, OR WITH ANY OF THE TERMS OF THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICE AND LEAVE THE SITE IMMEDIATELY.

9a. PROPRIETARY RIGHTS.

Keyhubs owns the content including the graphics, names, text, software, music, videos, sound, pictures, compilations, survey templates, surveys, network maps, page layout, design, processes, procedures, magnetic translation, digital conversion or other material contained in the Service and the Site to the extent such content is provided and/or designed by Keyhubs. It is all protected by copyrights, trademarks, service marks, patents, trade secrets, or other proprietary rights and laws. No one may copy, reproduce, distribute in any way, or decompile, reverse engineer or disassemble the content. You are permitted the limited license to use the content of the Services and the Site as authorized herein to create surveys and view survey responses including network maps and survey results for your personal use as an end product only, and you must at all times maintain Keyhubs’ copyright symbol on the product in any form or medium. While your account is active, you will have the right to access your surveys, survey responses, survey results and related survey data (network maps), and you assume the entire risk of disclosing such content to third parties. Modification or use of Keyhubs’ content in any prohibited way is a violation of copyright and other proprietary laws. No one may copy, reproduce, transmit, post, distribute or create derivative works from this Site without prior express authorization.

9b. NO MISAPPROPRIATION OR MISUSE OF NAMES, MARKS, OTHER PROPRIETARY MATERIAL.

You agree not to use, misuse or misappropriate any brand names, trademarks, service marks, patents, images, text or other proprietary material or content of another on or through the Service or the Site. If you use any such proprietary material or content, by doing so, you warrant that you have the right and authority to do so.

10. LINKS AND ADVERTISERS.

Keyhubs may provide advertising space and/or links and pointers to Internet sites maintained by third parties. Keyhubs has not reviewed all of the third -party sites nor reviewed any products or services they may provide. Keyhubs is not responsible for nor does it endorse the contents or any products or services of such third parties or their sites. KEYHUBS DOES NOT CONTROL IN ANY RESPECT ANY INFORMATION, PRODUCTS OR SERVICES OFFERED OR SUGGESTED BY THIRD PARTIES ON THE SITE. KEYHUBS DOES NOT ENDORSE OR OTHERWISE WARRANT OR GUARANTEE THE PRODUCTS OR SERVICES THAT ARE EITHER ADVERTISED ON THE SITE OR CONNECTED BY LINK.

11. TERMINATION.

These Terms of Use and the Services may be terminated by Keyhubs at any time. Keyhubs shall not be liable to you or any third party in any manner for termination of the Services. In the event you should become dissatisfied with the Terms of Use or any modifications thereof, or with the Services or the Site, your only recourse is to discontinue use of the Services, terminate your subscription, and give notice to us of these actions. Upon termination, your right to use the Services and the Site cease immediately and Keyhubs shall have no obligation whatsoever to retain, forward or make available to you any surveys, survey responses or survey results.

12. INDEMNIFICATION.

You agree to defend, indemnify and hold harmless Keyhubs, its parent entities, subsidiaries, affiliates, officers, and employees, from any and all claims and demands, including attorneys' fees, due to or arising from your use of the Site or the Services, surveys, survey responses, survey results and any other conduct related in any way to the Services or the Site, including but not limited to breaching any warranty or provision contained in these Terms of Use.

13. JURISDICTION.

These Terms of Use and the relationship between you and Keyhubs shall be treated as if entered into and executed in the State of Minnesota and shall be governed and construed in accordance with the laws of the State of Minnesota, without regard to conflict of law principles, and also excluding the United Nations Convention on Contracts for the International Sale of Goods. You agree to submit to personal and exclusive jurisdiction and venue of the courts in Hennepin County in Minneapolis, Minnesota, USA.  Keyhubs makes no representation that the materials and content on the Site or relating to the Services are appropriate or available for use in other locations, and accessing them from territories where their contents are illegal is strictly forbidden. Those who access the Services or the Site from other locations do so on their own initiative and at their own risk and are responsible for compliance with local laws. Any claim or demand under these Terms of Use must be made within 1 year of the occurrence of the underlying facts.

14. NATURE OF AGREEMENT.

You agree that your completion of the registration procedure constitutes agreement to these Terms of Use. Further, these Terms of Use are the entire and only agreement between you and Keyhubs and supersede any prior or other understandings, representations or warranties including, but not limited to, any nondisclosure agreements, purchase orders, license agreements, service agreements, invoices or other terms and conditions that you may provide to us in respect of the Site or Services. You agree that each use of the Services and the Site reaffirms your acknowledgment and agreement to the most current version of these Terms of Use.

15. GENERAL PROVISIONS.

In any dispute arising from the relationship between you and Keyhubs or these Terms of Use, the prevailing party shall be entitled to reasonable attorneys' fees and costs. The failure by Keyhubs to enforce any right or provision under these Terms of Use shall not constitute a waiver of that provision or any other provision of these Terms of Use. If any provision of these Terms of Use shall be determined to be invalid or unenforceable by a court of competent jurisdiction, the other provisions shall remain in full force and effect.