Terms of Use

KEY BRIDGE (or “KB“) TERMS AND CONDITIONS OF MEMBERSHIP (“CONDITIONS”)

These Conditions apply to all services ordered from or provided to you by Key Bridge and by requesting services from Key Bridge you agree that these conditions shall apply to those services and your order. You understand that your access to the site will result in the collection, use and storage of your information which is subject to our Privacy Policy.

DEFINITIONS AND INTERPRETATION

In these Conditions, the following definitions apply:

Conditions: these terms and conditions as amended from time to time.

Deliverables: means the goods, services, benefits, or incentives, supplied to Members from third-party affiliates or Key Bridge itself.

Enrollment Fee: means the one-time, non-refundable fee payable by the Member to Key Bridge upon enrollment in the Membership.

Member: an individual registered as a member of Key Bridge.

Membership: means the membership service at Key Bridge.

Membership Fees: means any fees payable in respect to Membership services or deliverables.

Website: means the website located at thekeybridge.com.

Request: means a request placed by a Member with Key Bridge for Key Bridge to arrange the supply of Deliverables on the Member’s behalf.

Supplier: means a person or company affiliated with Key Bridge on behalf of and as agent for a Member to provide Deliverables to that Member.

In these Conditions, the following rules apply:

(a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality); (b) a reference to a party includes its personal representatives, successors or permitted assigns; (c) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted; (d) any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and (e) a reference to writing or written includes e-mails.

01. Description of Service

This Site provides a variety of information and resources (the “Membership”). The Site does not provide medical, investment or legal advice, and no attorney-client relationship is created between users of the Services and KB or its Suppliers.

02. The Membership

All Memberships are subject to acceptance by Key Bridge at its sole discretion. Key Bridge shall notify applicants in the event that his or her Membership enrollment has been rejected. Key Bridge is under no duty to disclose its reasons for rejecting any Membership.

You are obliged to provide correct personal details when you apply for Membership. Failure to do so may invalidate your Membership and any subsequent transactions. Your responsibility to provide accurate information is a continuing obligation and you must notify Key Bridge promptly in the event that any information provided by you in connection with your Membership changes.

Key Bridge will issue you with a Membership together with associated documentation as soon as possible following receipt of your Enrollment Fee. Your Membership is personal to you. You are responsible for ensuring that no one (other than your personal assistant/agent on your behalf, where applicable) uses your Membership.

Access to and use of your personalized Membership section of the Website is through a combination of email and password. You are solely responsible for maintaining the confidentiality of your login information and you agree to notify Key Bridge immediately if you believe that there has been any breach of security, including the unauthorized use of your credentials.

We will take all steps reasonably necessary to ensure that your data is treated securely and in accordance with the Key Bridge privacy policy. Please note that all information you provide to us is stored on our secure servers. Any payment transactions carried out by us or our chosen third-party providers of payment processing services will be encrypted using Secured Sockets Layer technology.

03. Membership Fees

Members pay a one-time Enrollment Fee plus Membership fees, including payments for third-party deliverables, based on activity within the network. The Enrollment Fee shall be payable in full before issuance of your Membership. You acknowledge that your payment of the Enrollment Fee constitutes your express request for us to begin to supply you with the Services. The Enrollment Fees is non-refundable in all circumstances.

Key Bridge reserves the absolute right to cancel or suspend your Membership where it has reason to do so. If Key Bridge cancels your Membership, any current Membership Fees tied to deliverables are due. Membership Fees are due on acceptance of any deliverable requested, and full payment may be taken by Key Bridge or a third-party supplier in advance by a payment method which you have authorized us to deduct such payment from (“Payment Card”) in accordance with the relevant invoice.

Key Bridge may at your request purchase goods or services on your behalf. In the event that we act as a credit agent in this regard, you hereby authorize Key Bridge to deduct the credit sum from your Payment Account immediately. Key Bridge (and its affiliates) reserve the right to refuse to provide the Services should any payment due under these Conditions not be received.

04. Supply of Services

Key Bridge shall supply the Services to the Member during the Membership in accordance with the Member’s particular Requests, provided that Key Bridge shall not be required to provide or facilitate the supply of goods and/or services that it deems at its sole discretion may violate applicable laws, standards and/or regulations or may offend taste and decency in the relevant jurisdiction.

Key Bridge shall use its reasonable endeavors to meet any performance dates specified, but any such dates shall be estimates only and time shall not be of the essence for performance of any Services.

Key Bridge shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and Key Bridge shall notify the Member in any such event. You acknowledge that Key Bridge reserves the right to accept commissions upon the supply of products or performance of services by any Supplier.

Services will be provided in English (and in other languages depending on the location of the Key Bridge office during normal business hours). Outside normal business hours (or as may otherwise be required from time to time), Member queries and/or Requests may be routed to an alternative Key Bridge office for assistance. At such times, services will be provided in the English language. Telephone calls to Key Bridge may be monitored or recorded for training and quality control purposes. Key Bridge shall provide the Services using reasonable care and skill and, as far as reasonably possible, in accordance with your Requests and reasonable instructions from time to time.

05. Deliverables

When you request any product, service, incentive, or performance based deliverable that requires additional payment, you hereby authorize us to debit your Payment Card for any deposit paid by us on your behalf to the Supplier in accordance to their own terms of service. In most cases, you will pay supplier invoices directly for any deliverable received.

Key Bridge reserves the right to deny requests from Members if Members repeatedly fail to honor their deliverable payments or continuously violate Key Bridge or Supplier policies.

Admission of Members to any club premises is at all times at the sole discretion of the club Supplier and Key Bridge shall have no liability where a Member is refused admission to a club.

Key Bridge may be able to obtain Deliverables for you that are exclusive, sold out, or otherwise not generally available through one of its agent partners. Please note that by instructing Key Bridge to obtain such Deliverables on your behalf you are agreeing to purchase above face value and that the total cost may include a service charge to Key Bridge in respect of our provision of services to obtain the seats for you.

All such Deliverables from agent partners (who shall be the seller in respect of the transaction) shall have their own terms and conditions (which we suggest you should read). Such terms and conditions are likely to include terms which state that sales are final and no refunds shall be issued after the purchase has been made. Key Bridge shall not be able to provide you with any refund or obtain any such refund on your behalf.

In the event of a Supplier cancellation, it may be possible to obtain a refund of the face value of the relevant Deliverables.

Key Bridge reserves the right to assess performance incentives on any project a Member requests Key Bridge to manage directly or on any Deliverable KB is tasked with procuring.

06. Requests

Members may place unlimited Requests through our secure website, e-mail or telephone. Members should always look to contact their primary account manager (“CXO”) first to facilitate Requests. CXO work on business matters only.

Key Bridge, acting reasonably, reserves the right to withdraw any of the Services and/or to refuse to accept any Requests at its sole discretion. If Key Bridge is unable or not obliged to deal with any Request, it will inform the Member as soon as reasonably practicable.

You undertake that all details you provide to us for the purpose of booking, ordering, purchasing, or securing Deliverables are correct, that the debit, credit and/or Payment Card you use from time to time is your own and that you have sufficient funds to cover the cost of the product or service.

From time to time the procurement or provision of certain services, products, or incentives may incur a Key Bridge services fee or handling charge (of which you will be notified in advance, and which may vary between Key Bridge offices) and in such event you hereby authorize Key Bridge to debit your Payment Card with any such handling charges or, alternatively, to invoice you in respect of such fees or charges.

07. Cancellations, Refunds and Returns

The Member acknowledges that the sales contract for the supply of third-party Deliverables is made as a result of a Request between the Member and relevant affiliate and that Key Bridge is not a party to such contract. Cancellation of contracts with Suppliers should be addressed with the Supplier directly and will be subject to the relevant Supplier’s policies.

If a Request for a specific product or service is not available, Key Bridge may offer you substitute products or services of a similar description and standard. You may at your sole discretion refuse acceptance of such substitute products and/or services and request a full refund in the event that payment has already been made to the Supplier for the unavailable product or service.

Payment for all products and services shall be due immediately upon acceptance of the order by the relevant Supplier. All descriptions of Deliverables on the Website have been approved by the relevant Supplier. Key Bridge shall not be liable for inaccurate or misleading descriptions.

The Member further acknowledges that for goods purchased on his or her behalf by Key Bridge directly from a Supplier, returns and exchanges will be subject to the terms and conditions of that Supplier and returns or exchange of goods purchased may not always be permitted. In circumstances where Key Bridge is asked to source a specific item for a Member, Key Bridge shall inform the Member of the refund and exchange policy of that Supplier in advance. Key Bridge shall not be liable to the Member where a Supplier does not accept the return or exchange of an item.

It shall be the Member’s sole responsibility to retain all proof of return of goods to a Supplier, we recommend returning the goods by registered delivery, or by any other similar means of ascertaining the date of the return dispatch and tracking the return. Key Bridge will inform you when we become aware that a refund of an order has been processed by a Supplier.

Any applicable customs duties and sales taxes shall not be refundable through Key Bridge. It shall be the Member’s sole responsibility to recover such monies. Key Bridge shall have no liability for any items held by any customs or border agency.

In the case of premium courier services, if the Member is not at the specified Delivery address to receive their Order at the scheduled time, the Member may incur further charges for subsequent attempts to re-deliver the goods.

08. Suppliers

Suppliers are responsible for providing you with the deliverables you Request us to order. Key Bridge shall communicate with Suppliers on your behalf unless it is more appropriate for you to contact the Supplier directly.

Suppliers may impose their own terms and conditions which, in every case apply to the supply of goods and/or services by that Supplier to you, and such terms and conditions shall be binding upon you at the time of order.

When ordering a product or service or accessing a benefit or incentive, you may be required to provide your Payment Card details. If you request and authorize Key Bridge to use your Payment Card in order to pay a Supplier for products or services, you acknowledge and agree that Key Bridge shall have no liability or be responsible in any way whatsoever in respect of the use of your Payment Card provided that Key Bridge acts in accordance with the instructions issued by you in relation thereof. You acknowledge that Deliverables are subject to availability and may change from time to time without notice.

If Key Bridge’s performance of any of its obligations under these Conditions is prevented or delayed by any act or omission by the Member or failure by the Member to perform any relevant obligation (Member Default):

(a) Key Bridge shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Member remedies the Member Default, and to rely on the Member Default to relieve it from the performance of any of its obligations to the extent the Member Default prevents or delays Key Bridge’s performance of any of its obligations;

(b) Key Bridge shall not be liable for any costs or losses sustained or incurred by the Member arising directly or indirectly from Key Bridge’s failure or delay to perform any of its obligations; and

(c) the Member shall reimburse Key Bridge on written demand for any costs or losses sustained or incurred by Key Bridge arising directly or indirectly from the Member Default.

09. Submission of Ideas

Certain portions of the Site may include a Web Portal through which users may submit ideas to us for products, services, investments (each, an “Idea”). By submitting an Idea to Key Bridge through the Web Portal now or in the future, you agree to the following until such time as Key Bridge otherwise agrees in writing:

You are submitting your Idea to Key Bridge on a voluntary, non-confidential and gratuitous basis;

You grant Key Bridge and its designees a perpetual, irrevocable, non-exclusive, fully-paid up and royalty-free license to use any Idea you submit to Key Bridge without restrictions or payment or other consideration of any kind, or permission or notification to you or any third party, unless otherwise stated in writing prior to submission. The license includes, without limitation, the irrevocable right to reproduce, prepare derivative works, combine with other works, alter, translate, distribute copies, display, perform, license the Idea, and all rights therein, in the name of Key Bridge or its designees throughout the universe in perpetuity in any and all media now or hereafter known;

Key Bridge may already be working on the same or a similar Idea, that it may have received a similar or identical Idea from other sources;

To the best of your knowledge, the Idea represents your own original work, you have all necessary rights to disclose the Idea to Key Bridge, and neither your disclosure of the Idea nor Key Bridge’s review and/or use of the Idea will infringe upon the rights of any other individual or entity;

Disclosing your Idea to Key Bridge does not establish a confidential relationship or obligate Key Bridge to treat the Idea as confidential;

Key Bridge has no obligation to develop or use your Idea and does not owe you or anyone else any compensation for any use of your Idea or any Ideas that are related to or derived from your Idea;

Key Bridge assumes no obligation with respect to any Idea unless and until it enters into a written contract with you, and then only as expressed in such written contract;

If your Idea is the subject of a patent that is pending or has been issued, you have or will disclose that fact to Key Bridge. Key Bridge acknowledges that to the extent you hold a patent in the Idea, no license under any patent is granted herein to Key Bridge;

Any license to use a patented Idea shall be in the form of a written contract, and Key Bridge’s obligations shall be limited to only those in such written contract;

Key Bridge is not obligated to review your Idea, give reasons for rejecting your Idea, or disclose any activities that are related to the subject matter of your Idea;

You will not construe Key Bridge’s review of your Idea, or any discussion, negotiations or offer between yourself and Key Bridge relating to the possible purchase or license of your Idea, as recognition of the novelty, originality, priority, other rights, or value of your Idea, and Key Bridge’s discussions or negotiations with you will not in any way impair Key Bridge’s right to contest the validity or infringement of your rights;

You hereby irrevocably release and forever discharge Key Bridge from any and all actions, causes of actions, claims, damages, liabilities and demands, whether absolute or contingent and of any nature whatsoever, which you now have or hereafter can, shall or may have against Key Bridge or its respecting successors and assigns with respect to the Idea, including without limitation in respect of how Key Bridge directly or indirectly uses the Idea, with the sole exception in respect of the foregoing release and discharge being your right to bring a claim of patent infringement; and

You agree that you are responsible for the content of the Idea and further agree (at Key Bridge’s option and at your sole expense) to defend, indemnify, and hold Key Bridge harmless from any and all actions, claims, and liabilities, demands, whether absolute or contingent and of any nature whatsoever, damages, losses, costs, fees, fines or expenses, including reasonable attorneys’ fees, which Key Bridge may incur as a result of, use of, or are related to your Idea and anything contained therein in accordance with these Terms of Service.

10. Copyright and Disclaimers

The entire contents of the Site are subject to copyright protection under the laws of the United States and other countries. You acknowledge that misappropriation, misuse, or redistribution of content on the Site could cause irreparable harm to Key Bridge or to third parties. With respect to the Restricted Areas, permission is granted to display, copy, distribute, and download the materials on the Site for internal business use only, provided you do not modify the materials (except with respect to tools provided on a Site that expressly allow for users to download such tools and customize them for their own purposes) and that you retain all copyright and other proprietary notices contained in the materials. You may not, however, copy, reproduce, distribute, publish, enter into a database, display, perform, modify, create derivative works of, transmit, sell or offer for resale, or in any way exploit any part of the Site without our express written permission. You also may not “mirror” any material contained on this Site on any other server without prior written permission from Key Bridge.

Our products and services, including the Site, any User Submissions, and links from the Site to any third-party webSite, are provided AS IS, and we make NO REPRESENTATION OR WARRANTY OF ANY KIND with respect to them.

WE DISCLAIM, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY AND ALL (a) WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (b) WARRANTIES AGAINST INFRINGEMENT OF ANY THIRD-PARTY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS; (c) WARRANTIES RELATING TO THE TRANSMISSION OR DELIVERY OF THE SITE; (d) WARRANTIES RELATING TO THE ACCURACY, RELIABILITY, CORRECTNESS, OR COMPLETENESS OF DATA MADE AVAILABLE ON THE SITE OR OTHERWISE BY KEY BRIDGE; AND (e) WARRANTIES OTHERWISE RELATING TO PERFORMANCE, NONPERFORMANCE, OR OTHER ACTS OR OMISSIONS BY KEY BRIDGE OR ANY THIRD PARTY. FURTHER, THERE IS NO WARRANTY THAT THE SITE WILL MEET YOUR NEEDS OR REQUIREMENTS OR THE NEEDS OR REQUIREMENTS OF ANY OTHER PERSON.

WE MAKE NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, (a) THAT THE INFORMATION PROVIDED THROUGH THE SITE WILL BE FREE FROM ERROR, OMISSION, INTERRUPTION, DEFECT, OR DELAY IN OPERATION, OR FROM TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS; (b) THAT THE SITE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (c) THAT DEFECTS OR ERRORS IN THE SITE WILL BE CORRECTED; OR (d) THAT THE CONTENT ON THE SITE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY INFORMATION ON THE SITE IS SUBJECT TO CHANGE WITHOUT NOTICE, AND WE DISCLAIM ALL RESPONSIBILITY FOR THESE CHANGES.

11. Limitation of Liability

Key Bridge shall not be liable to the Member, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profits, loss of business, depletion of goodwill and/or similar losses, loss of anticipated savings, loss of goods; or, loss of contract, or loss of use or, loss of corruption of data or information whether direct or indirect or, any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses arising under or in connection with their Membership; and Key Bridge’s total liability to the Member in respect of all other losses arising under or in connection with their Membership, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the total value of the Member’s Enrollment Fee.

Your contract for the supply of certain Deliverables is made with the relevant Supplier only. Key Bridge acts as an agent for the Supplier and, unless expressly provided otherwise, all your rights and remedies are against the Supplier.

You acknowledge that any contract entered into by you with any Supplier is an independent contract. Key Bridge hereby disclaims any and all liability for any act or omission of any Supplier or any loss incurred by you as a result of any act or omission of a Supplier whether or not arranged through the Key Bridge.

Key Bridge shall have no liability to you for any loss, damage, costs, expenses or other claims for compensation arising from Requests or any instructions supplied by you which are incomplete, incorrect or inaccurate or arising from their late arrival or non-arrival, or any Member Default.

Key Bridge shall not be liable to you or be deemed to be in breach of these Conditions by reason of any delay in performing, or any failure to perform, any of Key Bridge’s obligations in relation to the Services, if the delay or failure was due to any cause beyond Key Bridge’s reasonable control.

Except as expressly set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from these Conditions.

Any information supplied by any employee or agent of Key Bridge, whether by telephone, email, form submission, letter, facsimile, or other form of communication, is intended solely as general guidance on the use of the Site or other services provided by Key Bridge, and does not constitute legal, investment, tax, medical, accounting, or other professional advice. In addition, the content provided on the Site, including User Submissions, is intended as general educational information, not specific professional advice. You agree that you must evaluate, and bear all risks associated with, the use or disclosure of any content, including User Submissions. You further acknowledge and agree that you will not rely on any content available on or through the Sites. Individual situations and state laws vary, and users are encouraged to obtain appropriate advice from qualified professionals in the applicable jurisdictions.

YOU AGREE TO INDEMNIFY KEY BRIDGE, AND OUR OFFICERS, DIRECTORS, OWNERS, EMPLOYEES, AGENTS, INFORMATION PROVIDERS, AFFILIATES, PARTNERS, AND LICENSORS (THE “KEY BRIDGE PARTIES”) AGAINST, AND HOLD KEY BRIDGE PARTIES HARMLESS FROM, CLAIMS, LIABILITY, LOSSES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) INCURRED AS A RESULT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICES.

12. Commencement and Termination

These Conditions shall take effect and be binding immediately upon Membership enrollment. These Conditions shall be applicable for the duration of your Membership as you use the Service and shall only cease to have effect upon the expiry or termination of your Membership. You agree that your only rights and remedies under these Conditions shall be against Key Bridge and no other entity. You agree that our failure to enforce any provisions of these Terms of Service or respond to a breach by you or other parties does not in any way waive our right to enforce subsequently any terms or conditions of the Terms of Service or to act with respect to similar breaches.

13. General, Governing Law

You agree that any dispute between you and Key Bridge will be governed by the law of the District of Columbia without regard to its conflict of law provisions, and that any legal action brought by one party against the other will be brought in the courts of Washington, DC. You agree to accept service of process by mail, and hereby waive any and all jurisdictional and venue defenses otherwise available.

Unless otherwise specified herein, these Terms of Service constitute the entire agreement between you and Key Bridge with respect to your use of the Sites, superseding any prior or contemporaneous communications and proposals in any form between you and Key Bridge (except with respect to Authorized Users whose authorization to use the Sites is subject to an Agreement).

If any part of these Terms of Service is determined to be invalid or unenforceable, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of the Terms of Service shall remain in effect.

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