Terms of Service

We are Key Upside, LLC, doing business as Key Upside ("Company," "we," "us," "our"), a company registered in Florida, United States at 1775 Washington Ave #4C, Miami Beach, FL 33139.

We operate the website https://www.keyupside.com/ (the "Site"), as well as any other related products and services that refer or link to these legal terms (the "Legal Terms") (collectively, the "Services").

You can contact us by phone at 1-786-460-0313, email at info@keyupside.com, or by mail to 1775 Washington Ave #4C, Miami Beach, FL 33139, United States.

These Legal Terms constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("you"), and Key Upside, LLC, concerning your access to and use of the Services. You agree that by accessing the Services, you have read, understood, and agreed to be bound by all of these Legal Terms. IF YOU DO NOT AGREE WITH ALL OF THESE LEGAL TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.

Supplemental terms and conditions or documents that may be posted on the Services from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Legal Terms at any time and for any reason. We will alert you about any changes by updating the "Last updated" date of these Legal Terms, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Legal Terms to stay informed of updates.

The Services are intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Services.

1. Our Services

The information provided when using the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation. Accordingly, those persons who choose to access the Services from other locations do so on their own initiative and are solely responsible for compliance with local laws.

2. Intellectual Property Rights

Our intellectual property

We are the owner or the licensee of all intellectual property rights in our Services, including all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics (collectively, the "Content"), as well as the trademarks, service marks, and logos contained therein (the "Marks").

Your use of our Services

Subject to your compliance with these Legal Terms, we grant you a non-exclusive, non-transferable, revocable license to access the Services and download or print a copy of any portion of the Content to which you have properly gained access, solely for your personal, non-commercial use or internal business purpose.

Your submissions

By directly sending us any question, comment, suggestion, idea, feedback, or other information about the Services ("Submissions"), you agree to assign to us all intellectual property rights in such Submission. You agree that we shall own this Submission and be entitled to its unrestricted use and dissemination for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you.

3. User Representations

By using the Services, you represent and warrant that: (1) you have the legal capacity and you agree to comply with these Legal Terms; (2) you are not a minor in the jurisdiction in which you reside; (3) you will not access the Services through automated or non-human means; (4) you will not use the Services for any illegal or unauthorized purpose; and (5) your use of the Services will not violate any applicable law or regulation.

4. Prohibited Activities

You may not access or use the Services for any purpose other than that for which we make the Services available. As a user of the Services, you agree not to:

• Systematically retrieve data or other content from the Services to create or compile a collection, compilation, database, or directory without written permission from us.
• Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information.
• Circumvent, disable, or otherwise interfere with security-related features of the Services.
• Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Services.
• Use any information obtained from the Services in order to harass, abuse, or harm another person.
• Make improper use of our support services or submit false reports of abuse or misconduct.
• Use the Services in a manner inconsistent with any applicable laws or regulations.
• Engage in unauthorized framing of or linking to the Services.
• Upload or transmit viruses, Trojan horses, or other material that interferes with any party's uninterrupted use and enjoyment of the Services.
• Engage in any automated use of the system, such as using scripts to send comments or messages.
• Delete the copyright or other proprietary rights notice from any Content.
• Attempt to impersonate another user or person.
• Interfere with, disrupt, or create an undue burden on the Services or the networks or services connected to the Services.
• Copy or adapt the Services' software.
• Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising the Services.

5. User Generated Contributions

The Services does not offer users to submit or post content. We may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Services. When you create or make available any Contributions, you represent and warrant that they do not infringe any third-party rights, are not false or misleading, and comply with all applicable laws.

6. Contribution License

You and Services agree that we may access, store, process, and use any information and personal data that you provide. We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights associated with them.

7. Third-Party Websites and Content

The Services may contain links to other websites ("Third-Party Websites") as well as content belonging to or originating from third parties. Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy by us. If you decide to leave the Services and access Third-Party Websites, you do so at your own risk.

8. Services Management

We reserve the right to: (1) monitor the Services for violations of these Legal Terms; (2) take appropriate legal action against anyone who violates the law or these Legal Terms; (3) refuse, restrict access to, or disable any of your Contributions; (4) remove files and content that are excessive in size or burdensome to our systems; and (5) otherwise manage the Services to protect our rights and property.

9. Privacy Policy

We care about data privacy and security. By using the Services, you agree to be bound by our Privacy Policy posted on the Services, which is incorporated into these Legal Terms.

10. Term and Termination

These Legal Terms shall remain in full force and effect while you use the Services. We reserve the right to deny access to and use of the Services to any person for any reason or for no reason, including for breach of any representation, warranty, or covenant contained in these Legal Terms.

11. Modifications and Interruptions

We reserve the right to change, modify, or remove the contents of the Services at any time or for any reason at our sole discretion without notice. We cannot guarantee the Services will be available at all times.

12. Governing Law

These Legal Terms and your use of the Services are governed by and construed in accordance with the laws of the State of Florida applicable to agreements made and to be entirely performed within the State of Florida.

13. Dispute Resolution

To expedite resolution and control the cost of any dispute, the Parties agree to first attempt to negotiate any Dispute informally for at least thirty (30) days before initiating arbitration. If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute will be finally and exclusively resolved by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association. The arbitration will take place in Miami-Dade, Florida.

14. Corrections

There may be information on the Services that contains typographical errors, inaccuracies, or omissions. We reserve the right to correct any errors and to change or update the information at any time, without prior notice.

15. Disclaimer

THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF.

16. Limitations of Liability

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES. OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING.

17. Indemnification

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand made by any third party due to or arising out of your use of the Services, breach of these Legal Terms, or violation of the rights of a third party.

18. User Data

We will maintain certain data that you transmit to the Services for the purpose of managing the performance of the Services. You are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Services.

19. Electronic Communications, Transactions, and Signatures

Visiting the Services, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically satisfy any legal requirement that such communication be in writing.

20. SMS Text Messaging

By opting into any text messaging program, you expressly consent to receive text messages (SMS) to your mobile number. Message frequency varies. You can opt out at any time by replying "STOP." Message and data rates may apply. For support, email info@keyupside.com or call 1-786-460-0313.

21. California Users and Residents

If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.

22. Miscellaneous

These Legal Terms and any policies or operating rules posted by us on the Services constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Legal Terms shall not operate as a waiver of such right or provision.

23. Contact Us

In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us at:

Key Upside, LLC
1775 Washington Ave #4C
Miami Beach, FL 33139
United States
Phone: 1-786-460-0313
info@keyupside.com