Terms of Service
1.1. The following terms of service govern all use of the keithandthegirl.com website and all content, services and products available at or through keithandthegirl.com and other URLS that land on keithandthegirl.com (the "Website"). The Website is owned and operated by Keith and The Girl, LLC ("We" or "Us"). The Website is offered subject to your acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies and procedures that may be published and changed from time to time on this Website by us (collectively, the "Agreement").
1.2. This Website is offered and made available only to users 18 years of age or older who reside in the United States of America, its territories and possessions ("U.S.") and for citizens of other countries for whom it is legal to view the Website and purchase goods and services on the Website. If you are not yet 18 years old or the required greater age for certain features, do not reside in a country whose laws allow you to view the Website content or transact business on the Website and/or do not meet any other eligibility requirements, please discontinue using the Website immediately or, if for any reason, you do not agree with all of the terms and conditions contained in this Agreement, please discontinue using the Website immediately because by using or attempting to use the Website, you certify that you are at least 18 years of age or other required greater age for certain features and meet any other eligibility requirements of the Website.
1.3. We reserve the right, in our sole discretion, to modify or replace any part of this Agreement. It is your responsibility to check this Agreement periodically for changes. Your continued use of or access to the Website following the posting of any changes to this Agreement constitutes acceptance of those changes. We may also, in the future, offer new services and/or features through the Website (including the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of this Agreement.
1.4. Please read this Agreement carefully before accessing or using the Website. By accessing or using any part of the Website, you agree to become bound by the terms and conditions of this agreement. If this Agreement is considered an offer by us, acceptance is expressly limited to these terms.
2.1. We may require each user to have a unique user name and password combination in order to access and use certain features or functions of the Website and may also, from time to time, provide users with additional codes or passwords necessary to access and use certain features or functions of the Website. As part of the registration process for the feature or function, you will choose a user name and password (or we may assign an initial password which we will give you the option to change). Your user name and password are personal to you and you may not allow any others to use your user name or password under any circumstances. We are not liable for any harm caused or related to the theft or misappropriation of your user name or password, disclosure of your user name or password, or your authorization of anyone else to use your user name or password. You agree to immediately notify us if you become aware of or believe there is or may have been any unauthorized use of (or activity using) your user name or password or any other need to deactivate your user name or password due to security concerns.
2.2. We may limit the number of downloads you can make from the Website within a 24 hour period. You will be notified if you attempt to exceed the limit. Any attempt to download material counts as a full download, even if the download was not completed in full. If you encounter repeated errors when trying to download or access content, please contact us at firstname.lastname@example.org and we will attempt to assist you with your problem. We may also, in our sole discretion, add other restrictions to prevent abuse of the Website and your membership therein.
2.3. We attempt to make in-studio shows available on the premium area of our Website, but please be patient, as there may be some delay in between the time a show is recorded and when it is posted. In addition, some shows may not be available for other reasons, including that we may not have fully posted all content yet, they may have been accidentally deleted, or we may have purposely omitted posting a particular show, which we reserve the right to do in our sole discretion. If you have questions about whether a particular show will be posted, please contact us at email@example.com.
3. License to the Website
We grant you a non-exclusive, non-transferable, limited right to access, use and display the Website and the materials thereon for your personal use only, provided that you comply fully with this Agreement. You shall not interfere or attempt to interfere with the operation of the Website in any way through any means or device including, but not limited to, spamming, hacking, and uploading computer viruses, worms or time bombs, or any other means expressly prohibited by any provision of this Agreement.
4. Trademarks, Copyrights and Restrictions
All trademarks and trade names are displayed on the Website are proprietary to us or our licensors, advertisers, or partners. Except as otherwise provided herein, you may not reproduce, perform, create derivative works from, republish, upload, edit, post, transmit, or distribute in any way whatsoever, any materials from this Website or any other website owned or operated by use (the "Site Materials") without our prior written permission.
5. Your Account
You must be a human. Accounts created by scripts, "bots" or other automated tools are not permitted and will be deleted.
6. Responsibility of Website Visitors
6.1. By operating the Website, we do not represent or imply that we endorse the material there posted, or that it believes such material to be accurate, useful or non-harmful. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. The Website may contain content that is offensive, indecent, or otherwise objectionable, as well as content containing technical inaccuracies, typographical mistakes, and other errors. The Website may also contain material that violates the privacy or publicity rights, or infringes the intellectual property and other proprietary rights, of third parties, or the downloading, copying or use of which is subject to additional terms and conditions, stated or unstated. We disclaim any responsibility for any harm resulting from the use by visitors of the Website, or from any downloading by those visitors of content there posted.
6.2. Your use of the Website is subject to all applicable local, state, national laws and regulations and, in some cases, international treaties. You are solely responsible for all activities, acts and omissions that occur in, from, through or under your user name or password. You shall not use, allow, or enable others to use the Website, or knowingly condone use of this Website by others, in any manner that is, attempts to, or is likely to violate the law or the rights of any third party.
7. Posted User Content
7.1. Your posted profile pictures, files and other data that you submit, post, display, transmit and/or exchange, together with any information, ideas, opinions, messages or other information you share on the Website (User Content) remains your property. However, you agree that when you post User Content to a public area of the Website, anyone can view and share your content.
7.2. You authorize us to edit and delete any of your User Content for any reason we see fit, and to do so without any notice to you.
7.3. You understand, acknowledge and agree that User Content is the sole responsibility of the person from which such User Content originated. This means that you are solely and entirely responsible for the consequences of all User Content that you upload, post, email, transmit or otherwise make available via the Website. User Content does not reflect the views of Keith and the Girl. If we determine, in our sole discretion and judgment, that any User Content does or may violate any of the terms of this Agreement, we reserve the right, at any time and without limiting any and all other rights we may have under this Agreement, at law or in equity, to: (a) refuse to allow you to post; (b) remove and delete User Content; (c) revoke your right to use the Website; and/or (d) use any technological, legal, operational or other means available to us to enforce the provisions of this Agreement, including, without limitation, blocking specific IP addresses or deactivating your registration on the Website.
7.4. You hereby agree that: (a) we may use your User Content, in whole or in part, throughout the universe, in perpetuity in or on any and all media, now known or hereafter devised, and alone or together with or as part of other information, content and/or material of any kind or nature; (b) you represent and warrant that (i) the User Content is original to you and/or fully cleared for use as contemplated herein, (ii) the User Content does and will not, in any way, violate or breach any of the terms of this Agreement, (iii) the User Content does not violate any laws or third party rights, and (c) for any User Content that contains original videos, you will comply with any applicable identification verification and record-keeping requirements, and you will secure and maintain the requisite personal information and identification documentation for all individuals who appear in any such original videos, as may be required by law and/or otherwise requested or required by us in connection with our corporate compliance policies and practices, which includes (y) the individual's full legal name, current address, date of birth and (z) a legible photocopy of a valid government-issued identification document (e.g., a U.S. passport, state driver's license or valid photo ID card) to verify the individual's identity. With the submission of each such item of User Content, we reserve the right to request that you, and upon such request you must, deliver a full and complete set of such identification verification records to us, as well as a legible photocopy of your valid driver's license, passport or other acceptable government-issued photo identification for our verification and record-keeping purposes. In addition, you specifically acknowledge and agree to abide by our policies regarding governmental certification procedures relating to the foregoing identification verification and record-keeping procedures and, if applicable, you will promptly comply with any specific requests or directions we give you in connection with Postings you submit that may be subject to these requirements.
7.5. Posting is for noncommercial purposes only and you may not post in any manner which does or is intended to promote or generate revenue for any business enterprise or commercial activity.
8. RSS Feeds and Podcasts
8.1. The Website may provide RSS Feeds ("RSS Feeds") consisting of selected text, audio, video, and photographic content ("Content") from the Website that is provided over the Internet using an XML feed. Certain RSS Feeds may be podcasts ("Podcasts") which may include as part of the Content an associated audio, video and/or photographic file where the audio and/or video file may be downloaded and played from a user's device or transferred to a portable listening device. Certain software and hardware is required for users to download and view and/or play Content through RSS Feeds.
8.2. Content is protected by U.S. Federal and State laws, and applicable foreign laws, regulations and treaties, and all rights in and to the Content are reserved to us or the content provider. Content is available for personal, noncommercial use only and you may download, copy and/or transfer to a device or through a device to another device. You shall not, nor will you allow any third party to, reproduce, modify, create derivative works of, display, perform, publish, distribute, disseminate, broadcast or circulate to any third party, or otherwise use any Content except as expressly authorized in this Section.
8.3. By your access to and use of RSS Feeds, you understand, acknowledge and agree that the Website does not warrant that its RSS Feeds will operate on all user equipment.
9. Third Party Content
We may link to other sites and have not reviewed, and cannot review, all of the material made available through the Website and webpages to which we link, and that link to us. We do not control those third party websites and webpages, and are not responsible for their contents or their use. By linking to a third party website or webpage, we do not represent or imply that it endorses such website or webpage. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. We disclaim any responsibility for any harm resulting from your use of third party websites and webpages.
10. Copyright Infringement and DMCA Policy
As we ask others to respect its intellectual property rights, we respect the intellectual property rights of others. If you believe that material located on or linked to by the Website violates your copyright, please notify us firstname.lastname@example.org. We will take appropriate action, at our sole discretion, upon any such notification, which may include terminating a users access to the Website or deleting content. We reserve the right to reclaim usernames on behalf of businesses or individuals that hold legal claim or trademark on those usernames.
11. Intellectual Property
This Agreement does not transfer from us to you any of our or third party intellectual property, and all right, title and interest in and to such property will remain (as between the parties) solely with us. All trademarks, service marks, graphics and logos used in connection with the Website are trademarks or registered trademarks of us or our licensors. Other trademarks, service marks, graphics and logos used in connection with the Website may be the trademarks of other third parties. Your use of the Website grants you no right or license to reproduce or otherwise use any of our or third-party trademarks.
12. Advertisement, Banner Ads and Advertisers
You may see advertisements in various forms on the Website. You agree we shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Website.
13. DISCLAIMER OF WARRANTIES
WE DO NOT GUARANTEE THAT YOU WILL FIND THE CONTENT POSTED ON THE WEBSITE TO BE FUNNY. THE WEBSITE IS PROVIDED "AS IS". WE AND OUR SUPPLIERS AND LICENSORS HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NEITHER US NOR OUR SUPPLIERS OR LICENSORS MAKE ANY WARRANTY THAT THE WEBSITE WILL BE ERROR FREE OR THAT ACCESS THERETO WILL BE CONTINUOUS OR UNINTERRUPTED. DATA TRANSFERRED TO AND FROM THE WEBSITE IS DONE SO UNENCRYPTED AND OVER VARIOUS NETWORKS. WE USE SERVERS, NETWORKING EQUIPMENT AND OTHER SERVICES MANAGED BY THIRD PARTY VENDORS TO HELP MAINTAIN PROPER OPERATION OF THE WEBSITE. YOU UNDERSTAND THAT YOU DOWNLOAD FROM, OR OTHERWISE OBTAIN CONTENT OR SERVICES THROUGH, THE WEBSITE AT YOUR OWN DISCRETION AND RISK.
14. LIMITATION OF LIABILITY
IN NO EVENT WILL WE, OR OUR SUPPLIERS OR LICENSORS, BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR: (I) ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (II) THE COST OF PROCUREMENT OR SUBSTITUTE PRODUCTS OR SERVICES; (III) FOR INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA; OR (IV) FOR ANY AMOUNTS THAT EXCEED THE MEMBERSHIP FEES PAID BY YOU TO US UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE CAUSE OF ACTION. WE SHALL HAVE NO LIABILITY FOR ANY FAILURE OR DELAY DUE TO MATTERS BEYOND THEIR REASONABLE CONTROL. THE FOREGOING SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
15. General Representation and Warranty
You represent and warrant that (i) your use of the Website will be in strict accordance with this Agreement and with all applicable laws and regulations (including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and regarding the transmission of technical data exported from the United States or the country in which you reside) and (ii) your use of the Website will not infringe or misappropriate the intellectual property rights of any third party.
You agree to indemnify and hold harmless us, our contractors, employees, directors, officers, and volunteers, whether paid or unpaid, and our licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorneys' fees, arising out of your use of the Website, including but not limited to out of your breach of the Representations and Warranties made above and any other violation of this Agreement.
17. Personal Information
17.1. We use physical, managerial, and technical safeguards to preserve the integrity and security of your data and safeguard it from unauthorized individuals, as further described below. However, we can not guarantee that such information may not be accessed, disclosed, altered, or destroyed by breach of any of our physical, managerial, or technical safeguards.
17.2. We use a third party to process recurring subscription payments. We do not store your credit card number.
18. Jurisdictional Issues
The Website is controlled and operated by us from its offices within New York in the United States of America. We make no representation that materials in the Website are appropriate or available for use outside of the United States of America. Those who choose to access the Website from locations outside of the U.S.A. and Canada do so on their own initiative and at their own risk, and are responsible for compliance with local laws, if and to the extent local laws are applicable.
19. Termination/ Modifications to Website
19.1. You understand and agree that we may, in its sole discretion and at any time, terminate your password, Membership, or Account and discard and remove any Content posted or submitted by you to any Forum, for any reason, with or without cause or notice, effective immediately upon our sole discretion. We reserve the right to modify or delete any account, record, file and any other data that is stored on our computers. If you wish to terminate this Agreement or your account (if you have one), you may simply discontinue using the Website.
19.2. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
19.3. We may delete or modify the Website or portions thereof, including bonus material posted on the VIP area of the Website, at any time.
19.4. We may, in our sole discretion, cease doing business, operating the Website, or creating Content at any time. You understand and agree that we may take any one or more of these actions without prior notice to you. Should we take any of these actions, we may, in our sole discretion, immediately deactivate and/or delete any or all information about and concerning your Account, including your Registration Information and submitted Content. You understand and agree that we shall not have any liability to you or any other person for any termination of your access and/or the removal of information concerning your Account.
19.5. If you have a paid subscription to the Website, we may terminate this subscription at our discretion and provide you with a pro-rated refund based on the number of months, if any, remaining in your subscription , minus any discounts that were credited to your account when you signed up. Any termination by you will be effective beginning on the next month in the billing cycle. You will not receive a refund for partial months use of the Website or for prepaid subscriptions if you are terminating for convenience.
This Agreement constitutes the entire agreement between us and you concerning the subject matter hereof, and may only be modified by a written amendment signed by one of us, or by the posting by us of a revised version. Except to the extent applicable law, if any, provides otherwise, this Agreement, any access to or use of the Website will be governed by the laws of the state of New York, U.S.A., excluding its conflict of law provisions, and the proper venue for any disputes arising out of or relating to any of the same will be the state and federal courts located in Queens County, New York. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute arising under this Agreement shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. ("JAMS") by three arbitrators appointed in accordance with such Rules. The arbitration shall take place in Queens County, New York, in the English language and the arbitral decision may be enforced in any court. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties' original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. You may assign your rights under this Agreement to any party that consents to, and agrees to be bound by, its terms and conditions; we may assign its rights under this Agreement without condition. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.
If you have any questions about this Agreement, you may contact us through vip@KeithandTheGirl.com or at P.O. Box 8121 Long Island City, NY 11101.