Terms of Service

Welcome to KÉXY, LLC (“Company,” “we,” “us”, KÉXY ). KÉXY includes all KÉXY mobile applications, websites, and web applications which shall include but is not limited to KÉXY Suite and KÉXY Connect (collectively “Service”). By using, accessing, downloading or registering for KÉXY , you agree to be bound by these Terms of Service (the “Terms”) in full. The Terms form a binding contract between you and KÉXY, LLC. These Terms may be modified or replaced by the Company at any time by posting a new version of the Terms on the Service and by posting notification of the change within the Service. Continuing to use KÉXY shall be considered an agreement to any modified Terms. These Terms include Company’s Privacy Policy, which is incorporated by reference into these Terms.

KÉXY

  1. A. KÉXY is an application (the “App”) and its associated features and services, including without limitation the www.getkexy.com website operated by Company.
  2. B. Defined Services. KÉXY provides an online platform which streamlines the processes between distribution companies, bars, restaurants, and brands. KÉXY Connect bridges that gap of communication, effective ordering, brand access, deal negotiations, historic data, and more between suppliers and distributors. KÉXY Suite assists bars and restaurants with managing their inventory, scheduling, ordering, and maintaining historic data. The KÉXY Client will choose either KÉXY Suite, KÉXY Connect, or both on the App or website and pay for the service. The KÉXY Client will then obtain immediate access to KÉXY .
  3. C. Registration and Approval Requirements. You are required to register online at www.getkexy.com and pay a monthly fee which is commensurate with the requested service(s).
  4. D. Effective Dates of Service. KÉXY is valid for one year from the Effective Date “Effective Date” is defined as the completion of registration with KÉXY AND confirmation of reading and accepting these Terms and Conditions by an authorized representative of the organization. These services and Terms and Conditions will renew automatically upon the commencement date of each following year, unless otherwise cancelled by KÉXY or you pursuant to the termination rights, as set forth herein.

Your Account

  1. A. Registration and Approval Requirements.
    • You are required to download the Service and register online at www.getkexy.com to use all of its features. You will also pay a monthly fee which is commensurate with the requested service(s).
    • You represent and warrant that the information you provide to Company upon signing up KÉXY , and at all other times, will be true, accurate, current, and complete.
    • You agree not to create an Account using any unauthorized or fake identity. All information submitted must be accurate and complete in all respects.
    • You agree not to sell, trade, or share accounts.
    • You agree to comply with all applicable federal, state, and local laws and regulations. Each party agrees to indemnify and hold harmless the other for any penalty that it may incur as a result of failure to comply.
  2. Your Log-In Credentials. Registration requires information that includes without limitation your organization’s contact name, phone number, email address, tax identification number, and other optional information. You will be solely responsible for the losses incurred by Company and others due to any unauthorized use or incorrect information under your access credentials. By registering to KÉXY , you agree to:
    • provide accurate, current and complete information about you as may be prompted by any registration forms on KÉXY .
    • maintain the security of your password and login credentials.
    • maintain and promptly update the information you provide during registration, and any other information you provide to Company, so as to keep it accurate, current and complete.
    • Marketplace. Once paid and registered, you may have the opportunity to add additional users to your account (“Master Account”). An “Additional User” is any individual who has access to your Master Account or is given their own username/password within your Master Account (“Marketplace”) You will be responsible for the level of access granted to each Additional User(s). You shall also be held liable for all actions of your Additional User(s) which may include but are not limited to payment, orders, scheduling, communications, advertising, and age requirements.

Usage Requirements

  • Whether or not you register for KÉXY , you agree that you are at least 18 years of age or older and have the authority and capacity to enter into these Terms.
  • Your access to KÉXY , including your Master Account or the Marketplace, may be disabled or limited at any time, with or without notice.
  • The Company makes no guarantee that KÉXY will always be available or unchanged. The Company reserves the right to change, modify, or disable KÉXY at any time, with or without notice.
  • The Company works hard to make KÉXY enjoyable and safe for all users. In order to maintain this environment, you agree that you will abide by each of the following community conduct rules. In the event access needs to be revoked, KÉXY shall have the right to maintain and collect all previously paid and owed money from the KÉXY Client.
    1. You agree to use KÉXY only for its intended purpose.
    2. You will abide by these Terms at all times when using KÉXY .
    3. You will not use KÉXY in any way that is illegal or prohibited by law.
    4. You will not access KÉXY from a jurisdiction where it is illegal or unauthorized.
    5. You will not use KÉXY to violate the copyright, trademark, or other intellectual property rights of any other person.
    6. You will not use KÉXY to harass, defame, abuse, or stalk any person.
    7. You will not use data mining, robots, or other data gathering devices on or through KÉXY.
    8. You will only submit true and accurate information to KÉXY . You will maintain this information as true and accurate at all times.
    9. You will not decompile, decode, index, crawl, harm, gain unauthorized access to, or reverse engineer KÉXY , user accounts, or any technology and equipment supporting KÉXY .
    10. You will not disrupt or interfere with KÉXY or its network in any way.
    11. You will not sell, transfer, or assign any of your rights to use KÉXY to a third party without our express written consent.
    12. You will not post incomplete, false, or misleading information, impersonate another person, or misrepresent your affiliation with a person or entity.
    13. If you are under the age of 21, you may not use, access, order, purchase, or be involved in any component of KÉXY which in any way relates to alcohol. Should it be determined that a user of KÉXY was underage and inappropriately using KÉXY , KÉXY has the exclusive right to immediately revoke all access to KÉXY .
    14. If you are using KÉXY on behalf of a KÉXY Client, then you represent and warrant that you:
      • are an authorized representative of that KÉXY Client;
      • have the authority to bind that KÉXY Client to these Terms;
      • agree to be bound by these Terms on behalf of that KÉXY Client; and
      • are not an organization that is affiliated with the following:

Payments

  • Payments. KÉXY currently uses third parties to process payments. The third-party payment processors accept payments through various credit and debit cards, as detailed on the applicable payment screen. All monetary transactions on KÉXY takes place in U.S. dollars.
  • Cancellation Terms. KÉXY Clients have the option of paying monthly or annually. All payments reoccur automatically until your account is cancelled. Clients who pay annually may cancel prior to the start of the next year while clients who pay monthly may cancel prior to the start of the next month. You may cancel your account with us by sending us an email to Hollerback@getkexy.com. Your cancellation will be effective at the beginning of the next subscription cycle after your cancellation. “Subscription Cycle” is defined as the 1st of the month for a KÉXY Client who pays monthly or the first day after a full year for a KÉXY Client that pays annually.
  • Refunds. If you believe any payment was incorrectly charged to your account, you must contact us to seek resolution. If we determine that a charge is in error, we will issue a reversal in the amount of the charge in dispute.

Communications

  • You may opt-in to email communications from us on KÉXY . By doing so, you agree to receive email from us at the email address you provided to us for customer service-related purposes.
  • Electronic Notices. By using KÉXY or providing personal information to us, you agree that we may communicate with you electronically regarding security, privacy, and administrative issues relating to your use of KÉXY . If we learn of a security system’s breach, we may attempt to notify you electronically by posting a notice on www.getkexy.com and/or sending an email to you. You may have a legal right to receive this notice in writing. To receive free written notice of a security breach (or to withdraw your consent from receiving electronic notice), please write to us at the beginning of each year of service at Hollerback@getkexy.com.

Intellectual Property

  • The contents of KÉXY includes but is not limited to: designs, text, graphics, images, video, information, logos, button icons, software, audio files, computer code, and other Company content (collectively, “Company Content”). You acknowledge and agree that all Company Content and the compilation (meaning the collection, arrangement, and assembly) of all Company Content (or its licensors or Third Party Content creators, as applicable) own all legal right, title and interest in and to the content on KÉXY . Unauthorized use of the Company Content may violate copyright, trademark, and applicable communications regulations and statutes and is strictly prohibited.
  • You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile, or otherwise try to extract the source code of the Service or any part thereof.
  • Company Marks. Nothing in these Terms gives you the right to use any of the Company’s trade names, trademarks, service marks, logos, domain names, trade dress or other intellectual property (the “Company Marks”). Without our prior written permission, and except as solely enabled by any link as provided by us, you further agree not to display or use Company Marks in any manner.
  • Third Party Content. KÉXY contains content from other Company licensors. Except as provided within these Terms, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any content appearing on or through the KÉXY .

Copyright Infringement

  • The Company takes claims of copyright infringement seriously. The Digital Millennium Copyright Act (“DMCA”) provides recourse to copyright owners who believe that their rights under the United States Copyright Act have been infringed by acts of third parties over the Internet. If an individual believes that their copyrighted work has been copied without authorization and is available within the Application in a way that may constitute copyright infringement, the individual may provide notice of their claim to the Company’s designated agent listed below. For the notice to be effective, it must include all of the following information:
    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. A description of the copyrighted work that is claim to have been infringed.
    3. A description of where the allegedly infringing material is located within the Service.
    4. Information reasonably sufficient to permit the Company to contact the complaining party, such as address, telephone number, and, if available, an e-mail address at which the complaining party may be contacted.
    5. A statement that the person has a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law.
    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.
  • The Company’s designated agent can be reached at: 1707 Burgundy Road, Encinitas, CA 92024. For clarity, only DMCA notices should go to the Company Designated Copyright Agent. Any other feedback, comments, requests for technical support or other communications should be directed to Company customer service through Hollerback@getkexy.com or to the address listed above. You acknowledge that if you fail to comply with all of these requirements, your DMCA notice may not be valid.
  • Notice Regarding Application Providers. By accepting these Terms, you are granting a non-transferable license to use the Service on devices you own or control (including but not limited to any iPhone or iPod touch that you own or control and as permitted by the Usage Rules set forth in the Apple App Store Terms of Service or by). You agree to and acknowledge that these Terms are between you and Company only, not with Apple, Inc., Google, LLC, or any other application provider (“App Provider”), and App Provider is not responsible for the App and the contents thereof. App Provider has no obligation whatsoever to furnish any maintenance and support services with respect to the Service. App Provider has no other warranty obligation whatsoever with respect to the App. App Provider is not responsible for addressing any claims by you or any third party relating to the App or your possession and/or use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. App Provider is not responsible for the investigation, defense, settlement and discharge of any third party claim that the App and/or your possession and use of the App infringe that third party’s intellectual property rights. App Provider, and App Provider’s subsidiaries, are third party beneficiaries of this Agreement, and upon your acceptance of this Agreement, App Provider will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary of this Agreement. You hereby represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

User Content

  • User Content. KÉXY may now or in the future permit you and other users to upload, share, or submit links, text, graphics, videos, commentary or other information or content (collectively “User Content”) and to host and/or share such User Content. You represent and warrant that you own the User Content or have the legal right to freely use, distribute, and share the User Content.
  • User Content is not controlled by Company. Company makes no representations that your KÉXY Client Content will remain available in any way via KÉXY and may remove your User Content in its sole discretion. YOU UNDERSTAND THAT ANY KÉXY CLIENT CONTENT THAT YOU POST FOR VIEWING ON KÉXY IS MADE PUBLICLY AVAILABLE TO USERS OF KÉXY , AND COMPANY DOES NOT GUARANTEE ANY CONFIDENTIALITY WITH RESPECT TO ANY SUCH KÉXY CLIENT CONTENT. NOR DOES IT GUARANTEE THAT YOUR INTELLECTUAL OR PROPRIETARY RIGHTS IN SUCH USER CONTENT WILL NOT BE INFRINGED OR MISAPPROPRIATED.
  • By submitting User Content to Company, you hereby grant Company and its affiliates a worldwide, non-exclusive, fully paid-up, royalty-free, transferable license, with the right to grant and authorize sublicenses, to use, reproduce, distribute, modify, adapt, translate, prepare derivative works of, display, perform, and otherwise exploit your User Content in connection with KÉXY and Company’s business, including without limitation for promoting and redistributing part or all of the KÉXY (and derivative works thereof) in any media formats and through any media channels. The above licenses granted by you shall be perpetual and irrevocable, except that with respect to any User Content that you have removed or deleted while maintaining your KÉXY user account Notwithstanding anything to the contrary herein, the above licenses granted by you in user comments you submit are perpetual and irrevocable. You may only terminate this license by emailing us at Hollerback@getkexy.com with a specific listing of the User Content for which the license will be terminated. The Company will be given a reasonable amount of time to comply with any such request.
  • Consent to Use of Data. You agree that Company may collect and use technical data as well as the information set forth in the Privacy Policy provided directly or indirectly by You. To learn more about our policies with respect to the collection, use and disclosure of information, please review our Privacy Policy.
  • We appreciate hearing from our users and welcome your comments regarding KÉXY. Please be advised, however, that if you send us creative ideas, suggestions, inventions, or materials (“creative ideas”), we shall:
    1. own, exclusively, all now known or later discovered rights to the creative ideas;
    2. not be subject to any obligation of confidentiality and shall not be liable for any use or disclosure of any creative ideas; and
    3. be entitled to unrestricted use of the creative ideas for any purpose whatsoever, commercial or otherwise, without compensation to you or any other person.

Third Party Content Disclaimers, Limitations, and Prohibitions

  • The Service provides aggregated third party content and links (collectively, “Third Party Content”). Third Party Content is not under the Company’s control and the Company is not responsible for the accuracy, legality, or validity of any information contained within the Third Party Content. The Company may, but is under no obligation to, screen any Third Party Content. You may find some Third Party Content to be objectionable. You agree to browse Third Party Content solely at your own risk.
  • You accept that any reliance on material posted by third party service providers will be at your own risk. By using KÉXY you accept the risk that you might be exposed to content that is objectionable or otherwise inappropriate.
  • KÉXY may include links to third party websites and applications. You are responsible for evaluating whether you want to access or use them. We are not responsible for and do not endorse any features, content, advertising, products, or other materials on other website or applications. You assume all risk, and we disclaim all liability arising from your use of them.
  • The Company does not endorse the information found in any Third Party Content.

No Warranties

  • The Service is provided “as is,” “as available,” and “with all faults,” without any warranties or representations of any kind, whether express or implied, including (but not limited to) any warranties for fitness for a particular purpose, warranties of merchantability, warranties of accuracy, warranties of non-infringement, or warranties of quality.
  • We make no representations about accuracy, reliability, completeness, or timeliness of any contents of KÉXY . Similarly, we make no representations about accuracy, reliability, completeness, or timeliness of any data from a third-party service provider or the quality or nature of third party products or services obtained through KÉXY . Use KÉXY at your own risk.
  • You acknowledge that (i) you may be unable to access or use the Service from time-to-time and that (ii) Third Party Content and other information found on the Service may not be accurate.
  • You acknowledge that may change, suspend, or discontinue any aspect of the KÉXY at any time, including hours of operation or availability of the KÉXY or any feature, without notice or liability.

Consequences of Violating These Terms

  • We reserve the right to suspend or terminate your account and prevent access to KÉXY for any reason, at our discretion.
  • We reserve the right to refuse to provide KÉXY or any services to you in the future.
  • You are responsible for any claims, fees, fines, penalties, and other liability incurred by us or others caused by or arising out of your breach of these Terms and your use of KÉXY .

Disclaimer of Warranties and Limitation on Liability

  • You expressly understand and agree that: (a) your use of KÉXY is at your sole risk, and KÉXY is provided on an “as is” and “as available” basis and the Company Affiliates expressly disclaim all warranties of any kind, whether express or implied, including, but not limited to, warranties as to products or services offered on KÉXY , implied warranties of merchantability, fitness for a particular purpose, and non-infringement; (b) the Company Affiliates make no warranty that (i) KÉXY will meet your requirements, (ii) KÉXY will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of KÉXY will be accurate or reliable, (iv) the quality of any goods or service available on KÉXY will meet your expectations, and (iv) any errors in KÉXY will be corrected; and (c) any material obtained through the use of KÉXY is accessed at your own discretion and risk, and you will be solely responsible for any damage to your computer system or mobile device that results from the use of any such material
  • You hereby release and forever waive any and all claims you may have against the Company or its shareholders, officers, directors, employees, agents, partners, licensors, and suppliers (collectively, the “Company Affiliates”) for losses, liabilities or damages you sustain in connection with your use of the Service or your reliance on Third Party Content
  • Under no circumstance will the Company or the Company Affiliates be liable for any special, direct, indirect, incidental, consequential exemplary, or punitive damages including, but not limited to, damages for loss of profits, goodwill, use, or other intangible losses (even if company has been advised of the possibility of such damages), resulting from: (i) the use or the inability to use KÉXY ; (ii) the cost of procurement of substitute goods and services resulting from any goods, information or services obtained or messages received or transactions entered into through, from, or as a result of the coin up service; (iii) unauthorized access to or alteration of your transmissions; (iv) statements or conduct of any user or third party on KÉXY ; (v) your reliance on content made available by us; or (vi) any other matter relating to the coin up service. some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. accordingly, some of the above limitations in this paragraph may not apply to you.
  • Without limiting the foregoing, to the fullest extent possible by law and regardless of the cause of action (whether in contract, tort, breach of warranty, or otherwise) the Company’s total liability to you will not exceed the cost paid to Company by KÉXY Client.
  • As such, KÉXY shall not be responsible for any issues which are the result of the use of KÉXY which includes but is not limited to ordering and the lack of communication with said third party. You agree to resolve disputes directly with the third party. You also agree not to involve Company Affiliates in such disputes. Use caution and common sense when using the KÉXY .

Indemnification

  • You agree to defend, indemnify, and hold harmless the Company Affiliates from and against any claims, actions, or demands, including without limitation reasonable legal and accounting fees alleging or resulting from (i) your use of or reliance on any third party content, (ii) your use of or reliance on any Company Content, (iii) your breach of these Terms, (iv) your use of KÉXY , or (v) your violation of law or regulation. We shall provide notice to you promptly of any such claim, suit, or proceeding.

Arbitration, Class Waiver, and Waiver of Jury Trial

  • These Terms and the relationship between you and Company shall be governed by the laws of the state of California without regard to its conflict of law provisions. You and Company agree to submit to the personal and exclusive arbitration of any disputes relating to your use of KÉXY under the rules of the American Arbitration Association. Any such arbitration, to the extent necessary, shall be conducted in San Diego in the state of California. You covenant not to sue Company in any other forum.
  • You also acknowledge and understand that, with respect to any dispute with the Released Parties arising out of or relating to your use of KÉXY or these Terms:
    1. YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY JURY;
    2. YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INVOLVING ANY SUCH DISPUTE; AND
    3. YOU MUST FILE ANY CLAIM WITHIN ONE (1) YEAR AFTER SUCH CLAIM AROSE OR IT IS FOREVER BARRED.

Additional Terms

  • These Terms constitute the entire agreement between you and Company concerning your use of KÉXY . Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
  • If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms shall remain in full force and effect.
  • The section titles and annotations in these Terms are for convenience only and have no legal or contractual effect.
  • All legal notices shall be sent to:

    KÉXY

    1707 Burgundy Road

    Encinitas, CA 92024

    Hollerback@getkexy.com

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