Last updated July 1, 2019. This version replaces the prior version in its entirety.

Notice to User: Key Element grants you access to and use of the Key Element Lucid products and services for which you have a valid and current license (the "Services") only on the condition that you, a user of the Services, ("You") accept all of the terms contained or referenced in these Terms of Use.

1. Agreement with Key Element.

1.1 Your access to and use of the Services is governed by the written licensing terms previously agreed to in a separate agreement between You, your employer, or some other company You represent and:

(a) Key Element Limited and its agents and affiliates (collectively, "Key Element"); or

(b) an authorised Key Element reseller.

1.2 If You, your employer, or some other company You represent have not previously agreed to licensing terms, then your access, installation, and use of the Services is subject to the current applicable Key Element Licensing Terms available at [INSERT URL].

If Section 1.2 applies then:

(a) Your acceptance of these Terms of Use, as described in Section 2, is on behalf of yourself and the entity for which You are authorised to act (e.g., an employer or client) and You acknowledge that such entity is legally bound by the Key Element Licensing Terms. You represent and warrant that You have the right, power, and authority to act on behalf of and bind such entity.

(b) If there is no such entity for which You are authorised to act, You accept the Key Element Licensing Terms referenced in Section 1.2 on behalf of yourself as an individual and acknowledge that You are legally bound by these terms.

1.3 "Agreement" as used in these Terms of Use means either Section 1.1 or Section 1.2, as applicable. The Agreement is incorporated into these Terms of Use. In the event of conflict between the Agreement and these Terms of Use, the Agreement will apply.

1.4 The Services are not available to competitors of Key Element, and competitors of Key Element are hereby expressly prohibited from using or accessing the Services.

2. Acceptance of these Terms of Use.

2.1 You may not access or use the Services if You do not agree to the terms of these Terms of Use.

2.2 You may not use the Services if You are:

(a) prohibited by law, regulation, or generally accepted practices or guidelines in any applicable jurisdiction ("Law") from receiving or using the Services; or

(b) not fully able and competent to enter into a binding contract with Key Element, such as if You are not of legal age or have not obtained parental consent. In particular You affirm that You are over the age of 13 and acknowledge that these Services are not intended for children under 13.

2.3 By selecting the "Accept" button or other button or mechanism designed to acknowledge agreement to the terms of an electronic copy of these Terms of Use, or by installing, downloading, accessing, or otherwise copying or using all or any portion of the Services, You accept and agree that:

(a) these Terms of Use will have the same effect as any written negotiated agreement signed by You,

(b) You are legally bound by all of the terms and conditions of these Terms of Use including all terms incorporated by reference, and

(c) You will act in a manner consistent with these Terms of Use.

2.4 Key Element may update the Terms of Use from time to time and require You to provide your acceptance of the updated Terms of Use before further use of the Services is permitted.

2.5 These Terms of Use are enforceable against any person or entity that accesses, installs, or uses the Services and any person or entity (e.g., system integrator, consultant, or contractor) that installs or uses the Services on behalf of another person or entity.

3. Privacy Policy.

3.1 For information about Key Element's data protection and collection practices, please read the Key Element Privacy Policy at https://www.keyelement.co.uk/privacy, which is incorporated herein by reference. You agree to Key Element's use of your data in accordance with the Privacy Policy.

3.2 You represent and warrant that You will not transmit, provide, or otherwise make available to Key Element sensitive personal information about other individuals, including but not limited to other employees, customers, partners, or site visitors. Sensitive personal information includes but is not limited to information regarding a minor, financial information, and medical or health information.

3.3 During Your use of the Services, Key Element may collect information about how You use Key Element Materials and interact with the Software and may use such information to modify, improve or enhance the Software or Your ability to access and use the Software and Key Element Materials. You may disable Key Element's collection of this information at any time by opting-out here: https://www.keyelement.co.uk/lucid/optout. Please be aware that this opt-out only applies to a limited context; namely, product usage data collected in the context of your use while engaged with Key Element's Services, likely as either an Key Element Lucid customer (or as an employee or contractor acting on behalf of a Key Element Lucid customer). It does not apply to other contexts in which you might interact with Key Element's Services as a consumer or visitor of websites in general.

4. Materials.

4.1 "Key Element Materials" mean any Materials provided by Key Element under these Terms. Key Element Materials does not include "Customer Data" and "Customer Content," as defined in the Agreement.

4.2 "Materials" means any materials provided by You or Key Element, including without limitation any (a) user material; (b) reports, text, code, data, documents, images, photographs, graphics, audio, videos, or webcasts; (c) products; or (d) Software.

4.3 "Software" means Key Element software code and associated documentation, including without limitation any mobile and tablet applications related to the Services, content files, drivers, patches, or fonts.

4.4 During your use of the Services You, Key Element, or other third parties may email, post, transmit, upload, or otherwise provide or make available ("Share") certain content and Materials.

4.5 You agree that You are entirely responsible for all Materials that You Share ("Your Materials"), whether publicly posted or privately transmitted. You assume all risks associated with use of Your Materials, including any reliance on its accuracy, completeness, or usefulness.

4.6 Licenses to Your Materials. Key Element requires certain licenses from You with respect to Your Materials in order to operate and enable the Services. Accordingly, You grant the licenses to Your Materials as follows:

(a) For Your Materials that are Shared in a public forum (such as discussion boards or public galleries that may be browsed by anyone with an internet connection, etc.), You grant Key Element a worldwide, royalty-free, non-exclusive, transferable, and sublicensable license to adapt, display, distribute, modify, perform, publish, reproduce, translate, and use Your Materials for the purpose of operating and improving the Services and enabling your use of the Services. You may revoke the license and terminate Key Element’s rights at any time by making it no longer Shared.

(b) For Your Materials that are Shared in a public forum or shared privately with other users of your choosing, You grant other users a worldwide, royalty-free, non-exclusive, transferrable, and sublicensable license to display, distribute, perform, and reproduce Your Materials. If You join or participate in a group that allows for sharing of Your Materials within the group (such as a "group album" or shared workspace), then You also grant the users within the group a license to adapt and modify Your Materials that You have decided to share with such group. If You do not want to grant other users these rights, then don’t Share Your Materials with other users.

(c) For Your Materials that are shared privately with other users of your choosing, You grant Key Element a worldwide, royalty-free, non-exclusive, transferrable, and sublicensable license to distribute, modify, publish, reproduce, translate, and use Your Materials for the purpose of operating and improving the Services and enabling your use of the Services. You may revoke this license and terminate Key Element’s rights at any time by removing Your Materials from the Service; provided that You agree that Key Element may retain and use copies of Your Materials for archival or "backup" purposes and pursuant to Section 11 (Investigations).

4.7 You acknowledge that the Services are automated (e.g., Your Materials are uploaded using Software tools) and that Key Element personnel will not access, view, or listen to any of Your Materials, except as reasonably necessary to perform the Services, including but not limited to the following:

(a) respond to support requests;

(b) detect, prevent, or otherwise address fraud, security, or technical issues;

(c) as deemed necessary or advisable by Key Element in good faith to conform to legal requirements or comply with legal processes; or

(d) enforce these Terms of Use, including investigation of potential violations hereof, as further described in Section 11 (Investigations).

4.8 You acknowledge and agree that although Key Element endeavours to provide security measures to protect Your Materials (including Your Materials that You Shared privately), Key Element is not liable for any damages resulting from the disclosure of Your Materials.

5. Use of Services and Key Element Materials.

5.1 Your access to and use of the Services may give You access to Key Element Materials whether accessed through the Key Element Lucid website or otherwise.

5.2 You agree that You do not own Key Element Materials or Services, and You will not limit Key Element or its third party suppliers in any way from developing, using, licensing, distributing, modifying, or otherwise freely exploiting such Key Element Materials or Services.

5.3 Except as expressly permitted in these Terms of Use, You may not copy, use, reproduce, distribute, republish, download, display, post, or transmit in any form or by any means the Services or Key Element Materials.

5.4 You will not share or otherwise disclose the Key Element Materials or Services to a competitor of Key Element.

5.5 Except with respect to Your Materials, You agree:

(a) You will not alter, modify, create derivative works of, adapt, or translate the Services or Materials, except as expressly allow under the terms of the Agreement;

(b) You will not copy, use, reproduce, distribute, republish, download, display, post, or transmit in any form or by any means the Services or Materials, except as expressly allowed under the terms of the Agreement;

(c) You will not reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Services delivered in object code;

(d) You will not remove, obscure, or alter any text or proprietary notices contained in the Services or Materials;

(e) You will not copy or imitate part or all of the design, layout, or look-and-feel of the Service, which are protected by copyright, moral rights, trademark, trade dress, patent, trade secret, unfair competition, and any other intellectual and proprietary rights ("Intellectual Property Rights").

(f) You will not access or use the Services and Materials for any purpose other than for the licensee's internal business purposes and in accordance with these Terms of Use and Agreement;

(g) You will not permit any third party to access or use the Services;

(h) You will use the Services and the Materials only as permitted by the Agreement and any Law; and

(i) that certain Services and Materials may be available only if You have paid a fee or have provided certain Account Information.

6. Intellectual Property.

6.1 Services and Key Element Materials. The Services and Key Element Materials are protected by Intellectual Property Rights. Except as expressly provided in the Agreement, Key Element and its licensors do not grant any express or implied rights to use the Services and Key Element Materials. All rights, title, and interest in the Services and Key Element Materials, in all languages, formats, and media throughout the world, are and will continue to be the exclusive property of Key Element and/or its licensors and nothing in these Terms of Use shall be construed to confer any license or right, by implication, estoppel, or otherwise, under copyright or other intellectual property rights, to You or any third party.

6.2 Trademarks. The trademarks, logos, and service marks displayed on the Services ("Marks") are the property of Key Element or other rights holders. You are not permitted to use the Marks without the prior written consent of Key Element or the rights holder. Key Element and the Key Element logo are trademarks of Key Element Ltd.

6.3 Feedback. You have no obligation to provide Key Element with ideas, suggestions, or proposals ("Feedback"). However, if You submit Feedback to Key Element, we may use it for any purpose without compensation to You. All rights, title, and interest in any product or service that Key Element may create from Feedback will be the exclusive property of Key Element and nothing in these Terms of Use shall be construed to confer any license or right, by implication, estoppel, or otherwise, under copyright or other intellectual property rights, to You or any third party for such products or services.

7. Account Information and Log-in.

When You register for a Service, You will provide to Key Element information related to your account and create log-in credentials, including an account password ("Account Information"). You agree that you will always keep your Account Information complete, accurate, and up-to-date. It is your responsibility to keep your account password or log-in credentials confidential at all times and You are solely responsible to Key Element for all activity that occurs via your Account. You also agree that You will not create Account Information for a third party who is not authorised to access the Services. If You become aware of any unauthorised use of your account or Account Information, or any other breach of security, You agree to notify Key Element by contacting Support at https://support.keyelement.co.uk. Key Element may require that You change your Account Information or certain parts of your Account Information at any time for any reason. Unless Key Element expressly allows You the right to create and manage Key Element IDs as an account administrator for a company or unless expressly permitted in the Agreement, You may not use another person’s Account Information.

8. User Conduct and Message Boards.

8.1 You agree not to access or attempt to access the Services by any means other than the interface provided by Key Element or circumvent any access or use restrictions put into place to prevent certain uses of the Services, except as expressly allowed under the terms of the Agreement.

8.2 You agree not to use, or to encourage or permit others to use, the Services to:

(a) Share any Material that is unlawful, harmful, threatening, abusive, tortious, defamatory, libellous, vulgar, obscene, child-pornographic, lewd, profane, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable (note that vulgarity, obscenity, or profanity masked by obscuring or changing one or more letters of the original word is considered equivalent to the actual objectionable word and is not allowed);

(b) send or post derogatory comments directed at individuals (including public figures) or corporations (including Key Element or any Key Element customers);

(c) market any goods or services for any business purposes (including advertising and making offers to buy or sell goods or services), unless specifically allowed to do so by Key Element;

(d) promote the use of illegal drugs, alcohol, sex, pornography or any other form of adult content, profanity, hate, "spamming", fraud, racism, or any illegal activity;

(e) stalk, intimidate, and/or harass another;

(f) incite others to commit violence;

(g) harm minors in any way;

(h) Share any Material that You do not have a right to Share under any Law or contractual or fiduciary relationship;

(i) Share any Material that infringes any Intellectual Property Right or other proprietary right of any party;

(j) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;

(k) forge headers or otherwise manipulate identifiers to disguise the origin of any of Materials posted on or transmitted through the Services;

(l) use the Services or Materials such that it will mislead a user into believing that they are interacting directly with Key Element or any Service;

(m) engage in any chain letters, contests, junk email, pyramid schemes, spamming, surveys, or other duplicative or unsolicited messages (commercial or otherwise);

(n) use any Key Element domain name as a pseudonymous return email address;

(o) share any Material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software, hardware, or telecommunications equipment;

(p) access or use the Services in any manner that could damage, disable, overburden, or impair any Key Element server or the networks connected to any Key Element server;

(q) intentionally or unintentionally interfere with or disrupt the Services or violate any applicable Laws related to the access to or use of the Services, violate any requirements, procedures, policies, or regulations of networks connected to the Services, or engage in any activity prohibited by the Agreement;

(r) disrupt or interfere with the security of, or otherwise cause harm to, the Services, Materials, systems resources, accounts, passwords, servers, or networks connected to or accessible through the Services or any affiliated or linked sites;

(s) disrupt, interfere with, or inhibit any other user from using and enjoying the Services or Materials, or other affiliated or linked sites, Services, or Materials;

(t) access or attempt to access any Material that You are not authorised to access or through any means not intentionally made available through the Services;

(u) reproduce, sell, trade, resell, or exploit for any commercial purpose, any portion of the Services or any Materials, use of any Service or Materials, or access to any Service or Materials;

(v) host, on a subscription basis or otherwise, the Services without Key Element’s authorisation, including any related application, (i) to permit a third party to use the Services to create, transmit, or protect any content, or (ii) to conduct conferences or online meeting services for a third party; or

(w) defraud, defame, or otherwise violate the legal rights (such as rights of privacy and publicity) of others.

8.3 Key Element reserves the right to terminate your access to Services at any time. Violations of any of these Terms of Use will result in your banishment from Services for an indefinite time period.

9. International Users.

9.1 The Services can be accessed from countries around the world and may contain references to Services and Materials that are not available in your country. These references do not imply that Key Element intends to announce such Services or Materials in your country.

9.2 These Services are controlled, operated, and administered by Key Element Ltd from its offices in the United Kingdom. Key Element makes no representation that the Services or Materials are appropriate or available for use outside of the United Kingdom. Key Element reserves the right to block access to the Services or Materials by certain international users. If You access the Services from a location outside the United Kingdom, then You are responsible for compliance with all local Laws.

10. Export Control Laws.

10.1 You acknowledge that the Services, Software, and Materials are subject to the U.K. Export Regulations and other export laws, restrictions, and regulations (collectively, the "Export Laws") and that You will comply with the Export Laws. You will not ship, transfer, export, or re-export the Software or Materials, directly or indirectly, to:

(a) any countries that are subject to U.K. export restrictions (currently including, but not necessarily limited to, Iran, North Korea, Sudan, and Syria) (each, an "Embargoed Country"),

(b) any end user whom You know or have reason to know will utilise them in the design, development, or production of nuclear, chemical, or biological weapons, or rocket systems, space launch vehicles, and sounding rockets, or unmanned air vehicle systems (each, a "Prohibited Use"), or

(c) any end user who has been prohibited from participating in U.K. export transactions by any law enforcement agency of U.K. government (each, a "Sanctioned Party").

10.2 In addition, You are responsible for complying with any local laws in your jurisdiction which may impact your right to import, export, or use the Services, Software, or Materials. You represent and warrant that

(a) You are not a citizen of, or located within, an Embargoed Country,

(b) You will not use the Services, Software, or Materials for a Prohibited Use, and

(c) You are not a Sanctioned Party.

10.3 All rights to use the Services, Software, and Materials are granted on condition that such rights are forfeited if You fail to comply with these Terms of Use. If Key Element has knowledge that a violation has occurred, Key Element may be prohibited from providing You and support for the Services, Software, or Materials.

11. Investigation.

Key Element will have the right to investigate and prosecute violations of these Terms of Use, and may involve law enforcement authorities in such prosecution. You acknowledge that Key Element has no obligation to monitor your access to or use of the Services, but has the right to do so for the purpose of providing the Services, to ensure your compliance with these Terms of Use, or to comply with applicable law or the order or requirement of a court, administrative agency, or other governmental body.

12. Force Majeure.

Neither You or Key Element shall be liable for any default or delay in the performance of its obligations under these Terms of Use if such default or delay results from causes beyond its reasonable control, including but not limited to acts of God, terrorism, labour action, fire, flood, earthquake, governmental acts, orders, or restrictions, third party suppliers, denial of service attacks and other malicious conduct, utility failures, or power outages.

13. Third Party Notices.

The creators of certain public standards and publicly available code, as well as other third party licensors, require that certain notices be passed through to the end users of the Key Element Products and Services. These third party notices are located at https://www.keyelement.co.uk/lucid/third-party (or any successor website).