Welcome to the Key Metals web site (the "Site"). BEFORE YOU CAN USE THE SITE, YOU MUST READ, UNDERSTAND AND AGREE TO BE BOUND BY THE FOLLOWING TERMS OF USE, ALL POLICIES AND TERMS INCORPORATED BY REFERENCE, AND ANY SUBSEQUENT CHANGES TO THE FOREGOING. By using this Site, you signify your acceptance of these Terms of Use. If you do not agree with any part of the following Terms of Use, you must not use this Site.
Key Metals L.L.C. ("Key Metals") reserves the right to change or modify any of the terms and conditions contained in the Terms of Use or any policy or guideline of the Site, at any time and in its sole discretion. Any changes or modification will be effective upon posting of the revisions and notice of such changes to the Site. Your continued use of this Site following the posting of its changes or modifications will constitute your acceptance of such changes or modifications. Therefore, you should frequently review the Terms of Use and applicable policies from time to time to understand the terms and conditions that apply to your use of the Site.
These Terms of Use do not alter in any way the terms or conditions of any other agreement you may have with Key Metals for other products or services.
Questions or comments about the Site or its contents should be directed to customerservice@Key Metals.com.
1. INCORPORATED POLICIES OR TERMS
1.1 Privacy Policy. Key Metals believes strongly in protecting user privacy and providing you notice of Key Metals's collection and use data, including personal information, collected from the Site. Therefore, Key Metals has adopted a Privacy Policy that you should refer to fully understand how Key Metals uses and collects information.
1.2 Terms of Sale. All orders placed via the Site are governed by Key Metals's Terms of Sale. You should refer to our Terms of Sale to learn more about applicable product warranties, our return policy, and shipping terms. By ordering and/or accepting delivery of the products, you agree to be bound by these Terms of Sale, including the disclaimers and limitations of liability therein. The Terms of Sale are subject to change without prior notice at any time, in Key Metals's sole discretion so you should review the Terms of Sale each time you make a purchase.
2. ACCOUNT OBLIGATIONS
After you have accepted these Terms of User, you may open an account under the "Registration" section of the site ("Register").
Registered Users can access the Site using their own personal passwords.
All users of the site must agree to the following:
(a) to provide true, accurate, current and complete information about yourself and/or the company that you represent.
(b) that you represent and warrant that you have the capacity and authority to execute agreements and place orders for Key Metals products and services on behalf of you or your company;
(c) that an order placed by a registered User through the Site is the equivalent of a signed purchase order, and you hereby waive any future challenge to the validity and enforceability of any order submitted via the Site on the grounds that it was electronically transmitted and authorized;
(d) that you are responsible for all costs and charges, including without limitation, phone charges and telecommunications equipment, incurred in order to use the Site;
(e) that you (and your company, if applicable) are fully responsible for all activities that occur under your password or Membership Account, and accept all liability for any acts or omissions of your Authorized Users arising out of their use of the Site, even if such acts or omissions are not specifically authorised by you;
(f) to immediately notify us of any unauthorized use of your password or Membership Account or any other breach of security; and
(g) that you are fully responsible for managing your Membership Account, including but not limited to:
(i) maintaining the confidentiality of passwords and/or any Membership Account information;
(ii) maintaining and promptly updating the Membership Account information to keep it true, accurate, current and complete;
(iii) ensuring that any Authorized User is has the capacity and authority to perform the functions that they have been authorized by you to perform on behalf of you or your company; and
(iv) terminate or limit any Authorized User's access to the Site if any Authorized User is no longer authorized to act or perform certain functions on your behalf.
If you provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we may suspend or terminate your Membership Account and refuse any and all current and future use of the Site by you. Membership Account information and certain other information about you is subject to our Privacy Policy . For more information, please see our Privacy Policy.
3. OWNERSHIP OF TECHNOLOGY
All content included on this Site is the property of Key Metals, and/or its various third party providers and distributors and is protected under the intellectual property laws of the United States and other countries. None of the content found on this Site may be reproduced, republished, distributed, displayed, sold, transferred, or modified without the express written permission of Key Metals and/or its third party providers and distributors.
4. COPYRIGHT
All copyrighted and copyrightable materials on this Site, including, without limitation, the Key Metals logo, design, text, graphics, pictures, and other files, and the selection and arrangement ("Materials") thereof are the property of Key Metals, ALL RIGHTS RESERVED Copyright 1999 Key Metals, Inc. and/or its licensors. Except as stated herein, none of the Materials may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without the prior written permission of Key Metals or the respective copyright owner.
5. TRADEMARKS AND SERVICE MARKS
Key Metals, the Key Metals logo, and the products and services described in this Site, including without limitation, "Key Metals", are either trademarks, service marks or registered trademarks of Key Metals and its suppliers and licensors, and may not be copied, imitated or used, in whole or in part, without the prior written permission of Key Metals or its suppliers or licensors. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of Key Metals, and may not be copied, imitated, or used, in whole or in part, without the prior written permission of Key Metals. All other trademarks, registered trademarks, product names and Key Metals names or logos mentioned herein are the property of their respective owners.
6. USE OF SITE
Key Metals grants you a limited license to use this Site, including the Technology, to make legitimate orders and purchases and shall not use this Site and/or the Technology for any other purposes, including without limitation, to make any speculative, false or fraudulent order or any order in anticipation of demand. Such grant does not include, without limitation: (a) any resale or commercial use of the Site and/or the Technology or content therein; (b) the collection and use of any product listings or descriptions; (c) making derivative uses of the Site and/or the Technology and its contents; or (d) use of any data mining, robots, or similar data gathering and extraction methods. Except as noted above, you are not conveyed any right or license by implication, estoppel, or otherwise in or under any patent, trademark, copyright, or proprietary right of Key Metals or any third party.
This Site and the content provided in this Site may not be copied, reproduced, republished, uploaded, posted, transmitted or distributed without the written permission of Key Metals, except that you may download, display and print the materials presented on this Site for the licensed purposes only; provided that, you may not, without the permission of Key Metals or the respective copyright owner, (a) copy, publish, or post any materials on any web site, computer network or broadcast or publications media, (b) modify the materials, and (c) remove or alter any copyright, trademark and other proprietary notices contained in the materials. Unauthorized use of this Site and/or the materials contained on this Site may violate applicable copyright, trademark or other intellectual property laws or other laws.
You may not use, frame or utilize framing techniques to enclose any Key Metals trademark, logo or other proprietary information (including the images found at this Site, the content of any text or the layout/design of any page or form contained on a page) without Key Metals's express written consent. Further, you may not use any meta tags or any other "hidden text" utilizing an Key Metals name, trademark, or product name without Key Metals's express written consent.
7. AGE AND RESPONSIBILITY
You represent that you are of sufficient legal age to use this Site and to create binding legal obligations for any liability you may incur as a result of the use of this Site. You understand that you are financially responsible for all uses of this Site by you and those using your login information.
8. TERMINATION
You agree that Key Metals, in its sole discretion, may terminate your or any Authorized User's password, account or use of the Site, or restrict your or any Authorized User's access to any component of this Site, for any reason, including without limitation, for lack of use or if Key Metals believes that you or any Authorized User has violated or acted inconsistently with the Terms of Use or applicable laws or regulations. Key Metals may also, in its sole discretion and at any time, discontinue providing the Site, or any part thereof, with or without notice. You agree that any termination of access to the Site under any provision of the Terms of Use may be effected without notice, and acknowledge and agree that Key Metals may immediately deactivate or delete your Membership Account and all related information and files in your account and/or bar any further access to such files or the Site. Further, you agree that Key Metals shall not be liable to you or any third party for any termination or restriction of access to the Site.
9. DISCLAIMER OF WARRANTIES AND REPRESENTATIONS
YOUR USE OF THE SITE IS AT YOUR SOLE RISK. THE SITE AND THE MATERIALS THEREIN ARE PROVIDED "AS IS" AND "AS AVAILABLE" BASIS. YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED BY Key Metals TO UNDERTAKE YOUR OWN DUE DILIGENCE WITH RESPECT TO THIS SITE. KEY METALS MAKES NO REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, OF ANY KIND WITH RESPECT TO THE Key Metals SITE, ITS OPERATION, CONTENTS, INFORMATION, MATERIALS OR YEAR 2000 COMPLIANCE.
KEY METALS EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND WITH RESPECT TO THIS SITE OR ITS USE, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, CURRENCY, RELIABILITY OR SUITABILITY OF ANY OF THE CONTENT OR DATA FOUND ON THIS SITE, TITLE AND NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR EQUITY, OR FROM A COURSE OF DEALING OR USAGE OF TRADE.
10. LIMITATION OF LIABILITY
YOU AGREE THAT Key Metals, ITS DIRECTORS, OFFICERS, EMPLOYEES OR OTHER REPRESENTATIVES SHALL NOT BE LIABLE FOR DAMAGES ARISING FROM THE OPERATION, CONTENT, ACCESS TO OR USE OF THE SITE. YOU AGREE THAT THIS LIMITATION OF LIABILITY, IS COMPREHENSIVE AND APPLIES TO ALL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, COMPENSATORY, SPECIAL, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF Key Metals HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF Key Metals (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY) ARISING OUT OF OR RELATING TO THE USE OF THE SITE EXCEED $100.00 OR THE COMPENSATION YOU PAID Key Metals, WHICHEVER IS LESS.
Certain laws do not allow limitations on implied warranties, or the exclusion or limitation of certain damages. If these laws apply, some or all of the above disclaimers, exclusions, or limitations, may not apply to you, and you may have additional rights to those contained herein.
11. INDEMNIFICATION
You shall indemnify, defend and hold harmless Key Metals and its officers, directors, employees, consultants, representatives and agents from and against any loss, liability, claim, cause of action, demand, damages, costs or expenses including without limitation reasonable legal, accounting and other professional fees, brought by or on your behalf in excess of the liability described herein or by third parties arising from or in connection with your use or any of your Authorized Users' use of this Site, including but not limited any violation by you or any Authorised User of the Terms of Use. Key Metals reserves the right, to assume the exclusive defense and control of any matter, subject to indemnification by you, which shall not excuse your indemnity obligations.
12. LINKS
This Site may contain links to other web sites which are provided solely as a convenience to you and the inclusion of any link does not imply endorsement, investigation or verification by Key Metals of the linked web site or information contained therein. Key Metals shall not be responsible for the content of any other web sites and makes no representation or warranty regarding any other web sites or the contents or materials on such web sites. If you decide to access other web sites, you do so at your own risk.
13. RELATIONSHIP
The relationship between Key Metals and you will be that of independent contractors, and neither of us nor any of our respective officers, agents or employees will be held or construed to be partners, joint ventures, fiduciaries, employees or agents of the other as a result of this Agreement or use of this Site.
14. GOVERNING LAW
This Agreement and its performance shall be governed by the laws of the United States, without regard to its conflict of law provisions. You consent and submit to the exclusive jurisdiction of the courts located in the state of Massachusetts, USA, in all disputes arising out of or relating to the use of this Site and this Agreement.
15. ASSIGNMENT
You may not assign, convey, subcontract or delegate your rights, duties or obligations hereunder.
16. SEVERABILITY
These Terms of Use shall be deemed severable. In the event that any provision is determined to be unenforceable or invalid, such provision shall nonetheless be enforced to the fullest extent permitted by applicable law, and such determination shall not affect the validity and enforceability of any other remaining provisions.
17. HEADINGS
The heading used in these Terms of Use are included for convenience only and will not limit or otherwise affect these Terms of Use.
18. ENTIRE AGREEMENT
These Terms of Use, together with those incorporated herein or referred to herein constitute the entire agreement between us relating to the subject matter hereof, and it supersedes any prior understandings or agreements (whether electronic, oral or written) regarding the subject matter, and may not be amended or modified except in writing or by making such amendments or modifications available on this Site.
