“Supplemental Terms” mean any other terms that have been agreed to signed by you
“Website” means the Studio Keyes website
“We” (and all variations thereof) means Studio Keyes
“You” (and all variations thereof) means the users of, and visitors to, the Studio Keyes website
The following Terms and Conditions govern your use of this Website and its materials and content. Whether you visiting the website as a guest or using the website as registered member you agree to be bound by these Terms and Conditions:
Unless otherwise stated, Studio Keyes and/or its licensors own the intellectual property rights in the Website and material on the Website. These works are protected by copyright laws and treaties from all around the world. All such intellectual property rights are reserved.
You may view, download for caching purposes only, and print pages from the Website for your own personal and non-commercial use.
You are granted a perpetual, worldwide, royalty-free, non-exclusive, non-transferable, limited licence to access and use the Website from time to time and any other permitted use which we may allow. This licence is subject to the following limitations:
You may not use the Website or its content in any way that infringes its copyright or proprietary interests.
You must not or assist any one to:
Reproduce material from this Website, except for the permitted purposes we have described in these Terms and Conditions;
Sell, lend, create derivative works from, broadcast, transmit, rent or sub-license material from the Website or otherwise use material from the Website in whole or in part except to the extent permitted in these Terms and Conditions, any relevant Supplemental Terms and at law;
Directly or indirectly suggest any endorsement or approval by Studio Keyes of a product or service without the express authority of Studio Keyes;
Harass or cause distress or inconvenience to any other person using Studio Keyes;
Make available any confidential material from the Website in public;
Commercially exploit material on this Website without obtaining a license from us or one of our licensors;
Modify, in any way whatsoever, any material on the Website; or
Redistribute material from this Website, except for content specifically and expressly made available for redistribution, and to the extent expressly authorized.
You must not use the Website in any way that causes, or may cause, damage to the Website or impairment of the availability or accessibility of the Website; or in any way which is illegal, fraudulent (or as any unlawful or fraudulent purpose or effect), harmful or would amount to a breach of any applicable local, national or international law or regulation.
You must not disrupt, without express authority, interfere with, or damage, the use and operation of the Website. You agree not to distribute any material which consists of (or is linked to) any viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware, rootkit, harmful programs or other malicious computer software.
You must not conduct any systematic or automated data collection activities on or in relation to this Website unless so authorized, or infringe or try to infringe the privacy or other rights of other Studio Keyes users.
You must not attack our site via a denial-of-service attack or a distributed denial-of service attack. A breach of this provision would amount to a criminal offense under the Computer Misuse Act 1990. In such circumstances we would report this breach to the relevant law enforcement authorities and, if required, would disclose your identity to them. In the event of such a breach, you will have no right to use the Website.
You must not use this Website for any other purpose without our express written consent.
For the purposes of these Terms and Conditions, references to ‘writing’ and all variations thereof shall include email.
We reserve the right to restrict access to any part of, or the entirety of, this Website to any user of the Website where it is deemed appropriate. This right may be exercised at our own absolute discretion.
If we provide you with a password and user ID, or any other piece of information as part of our security procedures, to enable you to access restricted areas of the Website, you are obligated to keep these details confidential. You must not disclose these details to any third parties. If, in our reasonable opinion, we deem you to have failed to comply with this clause then we reserve the right to disable your password and user ID. In the event you suspect or know someone else has obtained your password and user ID without your permission you are to immediately notify us.
You acknowledge and agree that when you place content on the Website or view content provided by others, you are doing so at your own discretion and risk, including any reliance on the accuracy, completeness, of that content. You retain all of your ownership rights in your content, but you are required to grant us (and other users of the Website, where necessary) a limited licence to use, store and copy that content and to distribute and make it available to third parties (such as an arbitrator appointed in your case and the opponent in your dispute).
You further acknowledge and agree that the views expressed by you and other users in that content do not necessarily reflect the views of Studio Keyes, and we do not support or endorse any user content. You acknowledge that we have no obligation to pre-screen, monitor, review, or edit any content posted by you and other users on the Website.
We, or authorised third parties, reserve the right to refuse to publish, your content at our sole discretion. We may remove your content from use at any time.
We accept no liability in respect of any content submitted by users and published by us or by authorised third parties.
The material you submit to the Website must not be deceptive, illegal, or unlawful, must not infringe any third party’s legal rights, and must not be capable of giving rise to legal action against you or a third party (in each case under any applicable law). Any facts stated must be accurate and opinions expressed must be genuinely held.
We reserve the right to edit or remove any material submitted to or hosted or published on this Website.
It is your sole responsibility to secure and back up your content.
We shall comply with data protection legislation as is applicable and appropriate.
We cannot guarantee that the Website will be free and secure from bugs or viruses. You are responsible for ensuring that your computer does not suffer from any virus or other material that may infect your computer hardware, software, data or other proprietary material.
The Website may contain links to other websites and resources. Any links to other websites included on our Website do not signify that we endorse the website(s) or the contents therein. We have no responsibility for the content of the linked website(s).
Provided you do so in a way that is legal and does not damage or take advantage of our reputation, and does not suggest any form of association, approval or endorsement on our part where none exists, you may include a link to our home page.
You may not link to any other page on the Website except for the homepage.
Limitations of Liability
We will not be liable to you (whether under the law of contract, tort or otherwise) in relation to the contents or use of, or otherwise in connection with, this Website for:
any indirect, consequential or economic loss;
loss of profits, sales or business revenue;
loss of business opportunity;
loss of anticipated savings;
loss of (and/or damage to your) reputation and goodwill; or
loss or corruption of information, data or software.
Nothing in these Terms and Conditions shall limit or exclude our liability for:
death or personal injury;
fraud or fraudulent misrepresentation; and
any other liability that cannot be excluded or limited by English law.
We will not be liable for any loss or damage caused by a virus or other material that may infect your computer hardware, software, data or other proprietary material due to your use of the Website or to your downloading of any content on it, or on any website linked to it.
We accept no liability for any loss or damage whether in contract, tort (including negligence), breach of statutory duty, or otherwise, regardless of whether it was foreseeable, arising under or in connection with your use of, or inability to use, the Website, or your use of or reliance on any content displayed on the Website.
We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations that is caused by a Force Majeure Event, as defined therein.
Except as expressly stated in these Terms and Conditions, we do not give any representations, warranties or undertakings in relation to the services we offer. Any representation, condition or warranty which might be implied or incorporated into these Terms and Conditions by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that our service is suitable for your purposes.
We exclude all conditions, warranties, representations or other terms which may apply to our site or any content on it, whether express or implied to the fullest extent permitted by law.
If, at any time, any clause of these Terms and Conditions is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining clauses under the law of that jurisdiction nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be modified, affected and/or impaired.
You shall, on demand, indemnify us or any one of our employees and officers against any cost, loss or liability incurred by us pursuant to or in connection with any litigation, arbitration or administrative proceedings or regulatory enquiry, in connection with or arising out of any breach by you of these Terms and Conditions unless such cost, loss or liability is caused by the gross negligence or wilful misconduct of us.
Without prejudice to our rights under these Terms and Conditions, in the event of any breach by you of these Terms and Conditions we reserve the right to such action as we deem appropriate and necessary in the circumstances to deal with this breach including but not limited to suspending or blocking your access to the Website and/or bringing court proceedings against you.
We reserve the right to vary these Terms and Conditions from time to time. If you are a registered user of the Website then we shall notify you by email of any such variation, however, both the users and visitors to the Website are advised to check this page regularly to ensure you are familiar with the most up-to-date version of these Terms and Conditions.
Any revised Terms and Conditions will be applicable at the time of posting on the Website.
We reserve the right to assign all or any part of our rights and obligations under these Terms and Conditions without obtaining your consent. Any such assignment will, however, be notified to you, but this will not affect your rights or our obligations under these Terms and Conditions.
You are not permitted to assign or transfer any of your rights and obligations under these Terms and Conditions without our express written consent.
If you breach these Terms and Conditions and we do not act upon this breach, we will still be entitled, subject to any statutory limitation periods that may apply, to rely on that breach at a later date or in any other situation where you breach the Agreement. Our failure to insist upon or enforce any provision of these Terms and Conditions shall not be construed as a waiver of any provision or right of Studio Keyes.
This Agreement constitutes the entire agreement between the parties to it with respect to its subject matter and shall have effect to the exclusion of any other memorandum, agreement or understanding of any kind between the parties hereto preceding the date of this Agreement and touching and concerning its subject matter.
A Force Majeure Event is any act, non-happening, omission, accident, event or Act of God beyond our reasonable control, including without limitation cyber attacks, strikes, lock-outs or other labour disputes by third parties, civil commotion, riot, invasion, governmental act or regulation terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks.
If a Force Majeure Event takes place whilst you are using our service then our obligations to you will be suspended and the time for performance of our obligations will be extended for the duration of the Force Majeure Event.
Law and Jurisdiction
This Agreement and any non-contractual obligations arising out of or in connection with it are governed by American law and the exclusive jurisdiction of the American courts.