Thank you for visiting the KELLS Website and your interest in KELLS’ Services. Please carefully read the terms of this document.
IF YOU DO NOT AGREE TO THESE TERMS OF USE, YOU SHOULD NOT USE KELLS’ SERVICES OR ACCESS THE SITE.
These terms of use (“Terms of Use”) are a binding agreement between KELLS, Inc., its subsidiaries, affiliates, divisions, agents, employees, licensors and/or representatives (collectively “KELLS,” “Us,” “Our” or “We” ) and You (“Your”) as a “User” of KELLS’ website, located at www.getkells.com and any related website, application, webpage, widget, interactive feature, blog, social network, social network tabs or other online, mobile or wireless offerings that post a link to these Terms of Service no matter how they are accessed (collectively “Website”), and/or as a User of KELLS’ “Services” or “Products,” including but not limited to “KELLS Clinic One,” that are marketed, sold, made available, accessed by or through the Website. Your access and use of the Website and/or any Products or Services will also be governed by the expressly incorporated statement and notices (“Incorporated Notices”).
The Website is owned and operated by KELLS, Inc., a Delaware corporation, headquartered in 28-07 Jackson Ave Floor 9, Queens, NY 11101. KELLS is a provider of web-based, dental diagnostic Services or Products including, but not limited to, “KELLS Clinic One.” The “KELLS Clinic One” platform employs artificial intelligence (AI) to provide analyses of diagnostic data to improve dental health outcomes. All KELLS Clinic One’s AI results are reviewed by independent dentists, licensed to practice dentistry in Your state, who relay their dental conclusions and/or recommendations to the User or a dentist designated by the User to receive that information.
Portions of the Website are generally publicly available and may be accessed by You or any Internet user. There are other sections of the Website that offer additional functionality, such as sections that offer You or Your designated dental provider, the opportunity to submit dental X-rays or other dental diagnostic studies for analysis by KELLS Clinic One and receive the result of that analysis; purchase other KELLS Services or Products; store Your preferences and history for easy reference; receive Our newsletters; or in the event that We may invite You to post comments or interact with KELLS or other Users. These sections, services and functions may only be available to You when you create a “User Account” after You register with KELLS, by providing requested information, and then logging in using Your email and a unique password that You create for that purpose.
By visiting, using, browsing, posting, offering content to the Website, accessing or using the Services or Products, or “clicking” the accept/agree button, You accept and agree to be bound by, without limitations or qualifications, these Terms of Use and Incorporated Notices.
Please read all terms that apply to You before proceeding to access and use the Website or Services. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS OF USE OR INCORPORATED NOTICES, PLEASE DO NOT VISIT THE WEBSITE OR USE ANY KELLS SERVICES or PRODUCTS.
KELLS may accept a variety of payment methods to enable You to access and use KELLS Clinic One or receive other Services or Products that You have selected. At the present time, purchases made on the Website are processed by one or more third-party payment processors that provide You with an opportunity to complete Your purchase of Products and Services. To do so, You will be required to provide account and other information to the third-party processor. KELLS may facilitate Your communication with the third-party processor regarding Your purchases and User Account. However, KELLS does not collect or store Your payment information. The third-party processor may offer you the opportunity, if you choose, to store Your payment and account information for future purchases. The payment processor is required by credit card issuers to meet specific industry-standard security measures concerning the collection and storage of Your information. For further information, please see the payment processor’s website.
KELLS has the sole discretion to discontinue, add or substitute any method of payment. KELLS reserves the right to decline Your use of any form of payment if You fail to provide adequate or accurate information or if We or the third-party payment processors have reason to suspect, in Our sole discretion, that You are not the account holder, the account does not exist or is no longer active, that there are insufficient funds for the purchase, or for any other reason.
You agree that Your access and use of the Website, Services or Products are solely at your own risk. The Website, Services or Products are provided by KELLS on an “as is” and “as available” basis.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WEBSITE, SERVICES OR PRODUCTS (INCLUDING, BUT NOT LIMITED TO, ANY DENTAL DIAGNOSTIC SERVICES PROVIDED IN CONNECTION THEREWITH) ARE PROVIDED STRICTLY ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, AND KELLS DISCLAIMS ANY SUCH WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A SPECIAL OR PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. KELLS DOES NOT MAKE ANY WARRANTY THAT ACCESS TO OR USE OF THE WEBSITE, SERVICES OR PRODUCTS OFFERED IN CONNECTION THEREWITH WILL MEET YOUR REQUIREMENTS OR YOUR EXPECTATIONS, BE AVAILABLE UNINTERRUPTED, TIMELY, SECURE, FREE OF VULNERABILITY TO INTRUSION OR ATTACK, OR ERROR-FREE. KELLS MAKES NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USING THE WEBSITE OR THE SERVICES OR PRODUCTS MADE AVAILABLE IN CONNECTION THEREWITH, OR THAT YOUR SPECIFIC REQUIREMENTS WILL BE SATISFIED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM KELLS SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
YOU ACKNOWLEDGE THAT KELLS DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT KELLS’ WEBSITE, SERVICES OR PRODUCTS MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS. KELLS WILL NOT BE LIABLE FOR ANY ALTERATION, THEFT, DESTRUCTION OR LOSS OF YOUR DATA, FILES, OR PROGRAMS OR ANY USER DATA.
TO THE EXTENT THAT CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY. IT IS AGREED THAT THE DISCLAIMERS AND EXCLUSIONS SHALL APPLY TO FULLEST EXTENT PERMITTED BY LAW.
KELLS IS NOT A DENTAL PRACTICE.
PROFESSIONAL SERVICES, IF ANY, ARE LIMITED TO ANALYSIS OF DIAGNOSTIC DATA SUBMITTED BY OR ON BEHALF OF THE USER AND WILL BE PERFORMED BY INDEPENDENT DENTAL PROFESSIONALS, AND KELLS WILL HAVE NO LIABILITY THEREFOR. THE TECHNICAL SERVICES PROVIDED BY KELLS ARE NOT INTENDED TO TREAT ANY ILLNESS, DISEASE, OR ADVERSE MEDICAL CONDITION, AND SHOULD NOT BE CONSIDERED THE PRACTICE OF DENTISTRY OR MEDICINE.
KELLS IS NOT ENGAGED IN THE BUSINESS OF INSURANCE AND THIS AGREEMENT IS NOT A CONTRACT FOR INSURANCE.
HARDWARE AND SOFTWARE IS COMPLEX AND MAY NOT BE COMPLETELY FREE OF ERRORS.
UNDER NO CIRCUMSTANCES SHALL KELLS BE LIABLE FOR YOUR USE OR MISUSE OF THE WEBSITE, OR THE PRODUCTS OR SERVICES PROVIDED IN CONNECTION THEREWITH. SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY AND PUNITIVE DAMAGES, WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE (EVEN IF KELLS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF THE WEBSITE OR ANY PRODUCTS OR SERVICES PROVIDED IN CONNECTION THEREWITH, INCLUDING DAMAGES THAT MIGHT BE INCURRED BY THIRD PARTIES. SUCH LIMITATION SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, KELLS WILL NOT BE LIABLE FOR ANY DAMAGES ARISING UNDER THIS AGREEMENT. YOU SHOULD CONTACT KELLS IF YOU HAVE ANY CONCERNS OR CLAIMS RELATING TO KELLS’ WEBSITE, SERVICES OR PRODUCTS.
IT IS AGREED THAT, NOTWITHSTANDING THE FOREGOING, SHOULD ANY LIABILITY ON THE PART OF KELLS BE PROVEN, IT WILL NEVERTHELESS BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ANTICIPATE OR FIX THE AMOUNT OF DAMAGES THAT WERE PROXIMATELY CAUSED BY SUCH LIABILITY. THEREFORE, IT IS AGREED THAT IN NO EVENT MAY THE USER RECOVER AN AMOUNT IN EXCESS OF THE AGGREGATE AMOUNTS PAID TO KELLS IN CONNECTION WITH THE TRANSACTION GIVING RISE TO THE CLAIM OR $500 IN THE EVENT THAT NO FEES WERE PAID, IN FULL AND COMPLETE SATISFACTION OF ANY AND ALL CLAIMS. IT IS AGREED THAT THE FOREGOING LIMITATION IS NOT INTENDED TO BE AND IS NOT A PENALTY.
"Confidential Information" includes all confidential or proprietary aspects of the Website, Services or Products, including any of its features and functionalities, in addition to any information you submit through the KELLS Website, Services or Products, that a reasonable person would expect under the circumstances of disclosure to be kept confidential (e.g., any personal information or health information).
KELLS and You (each a "Party") will not disclose the Confidential Information of the other Party and will use the Confidential Information of the other Party only to exercise rights and fulfill obligations under this Agreement, while using reasonable care. The receiving Party may disclose Confidential Information of the discloser when required by law after giving reasonable notice to the discloser, if permitted by law. Except for the limited use rights under this Agreement, neither Party acquires any right, title, or interest in the other Party's Confidential Information.
The Parties agree that any breach of this section by the other may cause irreparable injury not adequately compensable with monetary damages. Accordingly, in addition to any rights otherwise available at law, in equity or by statute, the non-breaching Party is entitled to seek injunctive and other equitable relief.
The Website is owned and operated by KELLS. All of the information and content featured or displayed on the Website, including but not limited to keywords, specialty tags, text, illustrations, artwork, video, music, trademarks, logos, charts, graphs, illustrations, or articles, are owned by or licensed to KELLS or its affiliates, business partners, or licensors. KELLS reserves the right to amend, change, alter, enhance, remove, or cease to provide access to the Website or its content at any time, without prior notice to any User.
KELLS owns any and all intellectual property rights arising out of, related to, or in any way connected with “KELLS,” “KELLS CLINIC ONE” and the KELLS related logos, slogans, service marks or trademarks, etc. (“KELLS Intellectual Property”). You cannot use the KELLS Intellectual Property without first obtaining KELLS’ express and specific written permission. Nothing on the Website shall be construed as granting a license or right to use the KELLS Intellectual Property without Our permission.
Unless otherwise protected by United States law, all communications sent by You to Us will be treated as non-confidential and non-proprietary. Please do not submit confidential or proprietary information to Us (including, but not limited to, any patentable ideas, new content suggestions or business proposals) unless We have mutually agreed otherwise in writing and in advance of You sending them. Any ideas, new content, or business proposals that We receive unsolicited will be treated as property owned by KELLS and will not be returned to You.
The Website may contain links to third-party websites. Third-party links are provided for Your convenience and as a courtesy to You. Third-party websites are not owned, operated, or controlled by KELLS. You agree that KELLS is not responsible for the content or functionality contained on any such third-party website and that You waive any and all claims against KELLS as to any loss incurred as the result of Your access or use of such third-party website.
You will be required to establish a User Account to access certain portions of the Website, receive Services or Products, make use of certain Website functionality, offer User Content, receive the benefit of programs, rewards or other benefits, etc. To do so, You will be required to provide Your email address and create a unique password to be used with Your email address to access Your User Account. You may also be required to provide additional information about Yourself to establish Your User Account and/or to receive the Services or Products that You have selected. You are responsible for maintaining the confidentiality of Your User Account information (including Your unique password) and for any and all activity that occurs under Your User Account. We will assume that anyone who uses Your User Account is You and will therefore have all the same rights and privileges that You have. You will be responsible for any activity that occurs using User Account.
Remember, You are in the best position to protect Your User Account.
Do not share Your password or allow anyone else to use it. You agree to notify KELLS immediately upon learning of any unauthorized use of Your User Account, or password or any other breach of Website security. However, You may be held liable for losses incurred by KELLS or any other user of or visitor to the Website due to another person using your User Account or password.
You may not use anyone else’s User Account or password at any time without the express permission and consent of the holder of that account or password. You may not use another’s user name, at any time, with or without the consent of the User, so as to give the impression, express or implied, that You are that User. KELLS cannot and will not be liable for any loss or damage arising from Your failure to comply with these obligations.
Security of data, software and hardware connected to the Internet are matters of concern for You and KELLS. We take reasonable precautions to protect Your information. We limit Our collection of Your personal information, such as Your personal health information, financial information, personally identifiable information and other sensitive information to only such information that We deem necessary to provide You with the Services or Products that You have selected or to improve Your and other Users’ experience with the Website, Products or Services. We take reasonable precautions to collect personal information in a secure manner and transmit it via a secure internet channel.
However, no security measures are perfect or impenetrable, and KELLS cannot guarantee that the information submitted to, maintained on, or transmitted from its systems will be completely secure. KELLS is not responsible for the circumvention of any privacy settings or security measures contained on the Website by other Users or anyone else. For further information, please see our Privacy Notice.
You are prohibited from violating or attempting to violate the security of the Website or any Service or Product by (a) accessing information not intended for such or logging onto a server or an account which You are not authorized to access; (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (c) attempting to interfere with service to any User, provider, host or network, including but not limited to, submitting any malware, virus to the Website. overloading, “flooding,” “spamming,” “mail‑bombing” or “crashing” or other malicious or illegal act of any description. You shall not use any device, software, script, or routine to interfere or attempt to interfere with the proper working of the Website or any activity being conducted on the Website. You shall not use or attempt to use any engine, software, tool, agent or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Website, other than through generally available third-party web browsers (for example, Microsoft Edge, Firefox, Google Chrome, etc.)
KELLS reserves the right to investigate and take such action as it deems necessary regarding any activity that it suspects is intended to violate the security of the Website, Services or Products. If, at KELLS’ sole discretion, it appears that You have violated the Terms of Use or acted in any way that interferes or is intended to interfere with the functioning of the Website or another’s lawful access and use thereof, KELLS may take any action it deems appropriate to prevent further interference, including but not limited to immediate suspension and/or cancellation of Your access to the Website. You may be civilly or criminally liable for such violations. KELLS will cooperate with law enforcement authorities in prosecuting any individual or entity involved in such violations.
Subject to Your acceptance of, and compliance with these Terms of Use as may be periodically amended, KELLS hereby grants You a non-exclusive, non-transferable limited license to access and make personal non-commercial use of the Website and its content. This license does not entitle You to any resale or commercial use of the Website or its contents; any derivative use of this Website or its contents; any downloading or copying of account information for the benefit of any person; or any use of data mining, robots or similar data gathering and extraction tools, which are expressly forbidden for any purpose whatsoever. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or offer for sale any information contained on, or obtained from Website or any portion thereof.
Unless otherwise specifically agreed by KELLS in writing, you will not (a) modify, make derivative works of, reverse engineer, decompile or disassemble KELLS’ Website, Services or Products; (b) modify copyright and other proprietary notices of KELLS’ or its licensors' proprietary rights in the Website, Services, or Products; (c) make KELLS’ Services or Products available in any manner to any third party for use in the third party's business operations; (d) access or use (or permit third parties to access or use) KELLS Clinic One or any other KELLS platform, Service or Product, in order to build or support any products or services competitive with KELLS; or (e) inaccurately or falsely represent your current location, your demographic location, your address, your medical or dental history, information about your medical or dental condition, or otherwise inaccurately or falsely represent yourself to KELLS and its dental providers. The Website and its entire contents, features, and functionality (including, but not limited to, all information, software, displays, images, text, algorithms, video, and audio, and the design, selection, and arrangement thereof) are the property of KELLS or its licensors and are protected by copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. You agree that you will not use the KELLS Website, Services or Products for any purpose other than as expressly designated by KELLS on the Website, Service or Products.
You represent and warrant that you are not (i) 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; or (ii) listed on any U.S. Government list of prohibited or restricted parties.
KELLS will investigate and take appropriate legal action, including civil and criminal redress, for any misuse and fraudulent activity on the Website.
From time to time, KELLS may provide opportunities for You to communicate with others through the Website, such as through blogs, chat rooms, postings, emails, product reviews, etc. (“User Content”) KELLS reserves the right to accept, reject, or remove any and all User Content at its sole discretion and for any reason. You understand and agree that KELLS’ exclusive role in connection with User Content is solely as an Internet Service Provider and that KELLS is not and will not be liable for any User Content or any Website content that is authored or submitted by anyone other than KELLS.
You understand and agree that by submitting User Content, You are consenting to its public dissemination. As a condition of Your submission of User Content to the Website, You hereby warrant, promise, and agree that:
A. You have registered with KELLS by creating a unique user name and password after providing complete and accurate personal and contact information as required for registration of a User Account and that the information You have provided is up to date and accurate when You submit User Content for consideration;
B. You own or have all necessary licenses, rights, consents, and permissions to use and to authorize KELLS to use Your User Content, including, but not limited to, any necessary patent, trademark, trade secret, copyright or other intellectual property or other proprietary rights in the User Content;
C. You have the written consent, release, and/or permission of each identifiable individual person in the User Content to use and to authorize KELLS to use the name or likeness of each such identifiable individual person in the User Content;
D. By submitting the User Content to KELLS, You agree to be bound by all terms set forth in these Terms of Use and Incorporated Notices;
E. You have the right to, and hereby, assign to KELLS a limited, worldwide, non-exclusive, royalty-free, sub-licensable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform Your User Content in any media formats and through any media channels in connection with KELLS’ Website, Services or Products;
F. You hereby agree to indemnify and hold harmless KELLS from any and all claims of whatever nature that may arise from, in connection with, or be related to, Your User Content, including, but not limited to, any claim that You made an impermissible use of the User Content, did not have the necessary licenses, permissions or releases for Your User Content or lacked the requisite authority to grant KELLS permission or license as to the use of Your User Content as provided for above.
You agree that You will not, under any circumstances, use the Website or any related products or services provided by KELLS in connection with the Website to do the following:
(i) You will not make available any material that is protected by another’s copyright, trademark, trade secret, or other intellectual property right, or is otherwise subject to third-party proprietary, privacy or publicity rights, unless You are the owner of such rights or have permission from their rightful owner to post the material and to grant KELLS all required license rights. For further information see KELLS’ COPYRIGHT AND INTELLECTUAL PROPERTY NOTICE.
(ii) You will not make available any material that is false, misleading, harmful, abusive, tortious, vulgar, unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or sexually or ethnically offensive, or that encourages conduct that would be considered a criminal offense, gives rise to civil liability, violates any law, or is otherwise inappropriate;
(iii) You will not cause harm of any type to minors;
(iv) You will not submit materials or post links to advertisements or solicitations of business without KELLS’ prior express and written permission;
(v) You will not intentionally or unintentionally violate or aid others in the violation of any applicable local, state, national or international law or regulation;
(vi) You will not enable or assist in the transmission of “junk mail,” “chain letters,” “pyramid schemes,” unsolicited mass mailings, instant messaging, “spimming,” or “spamming” or any other form of improper or illegal solicitation now known or that may be developed in the future;
(vii) You will not “stalk” or otherwise harass another person or assist another in doing so;
(viii) You will not access the Website, Services or Products in order to collect or store private or personally identifying information about others for unlawful or inappropriate purposes;
(ix) You will not misrepresent or assist others in misrepresenting the origin of any Website content provided by KELLS or another Website User;
(x) You will not impersonate any person or entity, including, but not limited to, KELLS’ officials, employees, consultants, or otherwise misrepresent Your affiliation with any person or entity;
(xi) You will not make available any material that You are prohibited from disclosing as a result of Your contractual or fiduciary relationship with another individual or entity or as a matter of law or regulation;
(xii) You will not make available or distribute any materials, computer code or “malware” that facilitates hacking, or that is intended to interfere with or destroy the functionality of any website, computer software, hardware or telecommunications equipment or to interfere with the performance or functionality of this Website or any other website, including, but not limited to, ransomware, software viruses, worms, Trojan horses, time bombs, trap doors or any other computer code, files or programs or repetitive requests for information, any other form of improper or illegal malware now known or that may be developed in the future.
(xiii) You will not download data from any KELLS Website, database or platform through automated means, including spiders, robots, crawlers or other automated means now known or that may be developed in the future;
(xiv) You will not harvest, modify, publish, transmit, transfer, sell, reproduce, create derivative works from, distribute, perform, link, display or in any way exploit any Website content of any description;
(xv) You will not sell, distribute, or make any use of, commercial or otherwise, information, content or data obtained from KELLS in a manner which could be expected to offend the person for whom it is relevant;
(xvi) You will not create and maintain a KELLS user profile that contains hyperlinks to content not permitted on the Website;
(xvii) You will not disrupt the normal flow of dialogue in a chat room, cause a screen to “scroll” faster than other users of the Website are able to type, or otherwise act in a manner that negatively affects other Users’ ability to engage in real time exchanges;
(xviii) You will not interfere with or disrupt the Website or the servers, or networks connected to the Website, or disobey any requirements, procedures, policies, or regulations of networks connected to the Website;
(iv) You will not access the Website after Your access has been terminated by KELLS for any reason; and
(xx) You will not make available any materials, or act in any manner that is offensive to the KELLS community or the spirit of these Terms of Use.
You acknowledge and agree that KELLS may, but is not required to, monitor Your conduct in connection with the Website. You agree that KELLS may remove any materials submitted by You, including but not limited to Your User Content, restrict and block Your access to the Website and/or terminate any or all other agreements between You and KELLS, if KELLS, in its sole discretion, determines that You have taken actions in violation of these Terms of Use and/or any other agreement between You and KELLS. You understand that in the event of termination for any cause, You will not be entitled to a refund of fees, if any, paid by You to KELLS and will be required to make all payments that remain outstanding at the time of the termination.
You understand and agree that KELLS may access, preserve and disclose Your identifying information in its possession, including, if applicable, email address, password and/or User Account information, if KELLS determines that it is necessary to do so in order to comply with apparently valid legal proceedings, to process a good-faith complaint by a third party that You have violated these Terms of Use, or to protect the legal rights, property or personal safety of KELLS, its Users and the public at large.
You agree that You will indemnify, defend and hold harmless KELLS from any and all liability, expense, cost fine, settlement or judgment including, without limitation, reasonable attorneys’ fees and legal expenses incurred alleged to be connected with, arising out of or in any way related to Your User Content, Your use of the Website or Your breach of the User’s Warranties or other any other provision of these Terms of Use and/or Incorporated Notices.
KELLS reserves the right to update, change, modify, add, delete, revise, or replace any part of these Terms of Use or any Incorporated Notices at any time. Such changes are effective, and You agree to be bound by such changes, when You “click” the Accept button upon accessing or using the Website, when You purchase any KELLS Products or Services through the Website, when You submit User Content or 30 days from the date the changes are posted to the Website, whichever is earliest.
We recommend that You regularly check the Terms of Use when visiting the Website, or ordering any Products or Services, as these Terms of Use may have changed since you last did so.
a. Relationship of the Parties. You and KELLS are independent contractors. There is no partnership, agency, or joint venture relationship between us.
b. Location of Negotiations and Services. You agree that the Website, the marketing distribution or provision of any and all Services or Products provided by KELLS through the Website, and the negotiation and agreement of these Terms of Use, Incorporated Notices, and any other agreement between You and KELLS regarding the Website, shall be deemed to have occurred solely and exclusively within the County of Queens and State of New York, United States of America.
c. New York Law. You hereby agree that these Terms of Use, the Incorporated Notices, and any other agreement between You and KELLS shall exclusively and solely be governed and interpreted under and in accord with the laws of the State of New York, United States of America (except to the extent that New York choice of law principles would require application of any other law), regardless of where You, any of KELLS’ representatives or agents, or KELLS’ servers may be located.
d. New York Jurisdiction and Forum. You hereby agree that any dispute that arises under, is connected to or relates in any manner to, these Terms of Use, the Incorporated Notices, the Website, Services or Products provided by KELLS, or any purchase, sale or other agreement between You and KELLS shall be subject to the sole and exclusive jurisdiction of the Federal or State courts located in the State of New York, County of Queens, and You hereby irrevocably consent to and submit to their jurisdiction to hear and determine any such dispute.
e. International Use. Although this Website may be accessible worldwide, KELLS makes no representation that materials on this Website, or the Services or Products are appropriate or available for use in locations outside the United States. Those who choose to access this Website from other locations, do so on their own initiative and at their own risk. If You choose to access this Website from outside the United States, you are responsible for compliance with local laws in your jurisdiction, including, but not limited to, the taxation of Products or Services purchased over the Internet.
f. Void Where Prohibited. Any offer for any product, service, and/or information made in connection with this Website is void where prohibited.
g. Use By Children. We do not offer services or products directly to children under 18. If You are under 18, please have Your parent or guardian access the Website and secure the Services or Products on Your behalf. By using this Website, You are representing to Us that You are 18 years of age or older. We will not be liable for any damages that may result from a misrepresentation of age by a user of our Website.
h. Force Majeure. In addition to any excuse provided by applicable law, KELLS shall be excused from liability for non-delivery or delay in delivery of Services or Products available through the Website arising from any event beyond Our reasonable control, whether or not foreseeable by either party, including, but not limited to, labor disturbance, interruptions in supply chain, war, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, public health emergency, and other causes or events beyond Our reasonable control, whether or not similar to those which are enumerated hereinabove.
i. Specific Performance. You acknowledge that a breach of these Terms of Use or other agreement between You and KELLS will cause irreparable injury and that money damages may be inadequate to remedy the injury to KELLS . Therefore, in the event of a breach or threatened breach, KELLS will be entitled to equitable relief, including injunctive relief and specific performance, without the posting of a bond or other security, and without proof of actual damages.
j. No Third-Party Rights. Nothing in these Terms of Use creates any right in any person not a party to the Terms of Use, and the Terms of Use shall not be construed in any respect to be a contract in whole or in part for the benefit of any third person.
k. Severability of Provisions. If any provision of the Terms of Use, incorporated documents, or policies is determined to be invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect to the extent that performance of the remaining terms is not rendered impossible.
l. Waiver. Failure to exercise, or any delay in exercising, any right or remedy provided under this or any agreement between You and KELLS or by law shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that right or any other remedy in the future against You or any other individual or entity.
m. Notices. Notices by KELLS to You may be given by means of electronic messages through the Website, by a general posting on the Website, by conventional mail, or by email at the email address You provide in Your User Account. It is Your responsibility to ensure that KELLS continues to have up-to-date contact information for You.
Notices by You to KELLS may be given by electronic messages, conventional mail, or telephone unless otherwise specified in these Terms of Use or any other agreement between You and KELLS.
KELLS’ contact information as follows:
EMAIL
team@getkells.com
US Mail
KELLS
ADDRESS 28-07 Jackson Ave Floor 9, Queens, NY 11101
Attention: Customer Support
Phone Number
+1 (917)-572-3637
n. Binding Provisions. These Terms of Use and any expressly incorporated documents or policies are binding and inure to the benefit of the parties and their respective heirs, executors, administrators, personal and legal representatives, affiliates, successors, and permitted assigns.
o. Assignment. You agree that You may not assign Your rights or obligations under the Terms of Use or any agreement between You and KELLS without the prior written consent of KELLS, which is subject to KELLS’ sole discretion.
p. Headings. The descriptive headings of the sections and subsections of the Terms of Use are for convenience only and do not affect the interpretation or construction of the Terms of Use.
q. Complete Agreement. These Terms of Use, including the Incorporated Notices, constitute the entire agreement and understanding between the parties concerning the subject matter hereof and supersede all prior agreements and understandings of the parties with respect thereto. To the extent that anything in or associated with, the Website is in conflict or inconsistent with these Terms of Use, these Terms of Use shall take precedence.
r. All prior and contemporaneous negotiations and agreements between You and KELLS concerning the Website and Products or Services connected thereto are expressly merged into and superseded by these Terms of Use and may not be explained, supplemented, or qualified through evidence of trade usage or a prior course of dealings. You warrant that You have not relied upon any statement, representation, warranty, or agreement, except for those expressly contained in the Terms of Use.