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Terms/Conditions of Sale

Last Revised:  5/5/25

These Terms of Sale (the “Terms”) are entered into between you (“you”) and Keynetics USA, LLC (collectively with its subsidiaries and affiliates, “Company”, “we”, “us”, and “our”).  These Terms govern your purchase of our Products and Services offered on our websites that are directly owned by, or operated by or on behalf of, Company and where these Terms are linked, including any content or functionality offered on or through the Website (the “Website”), or directly with Company in any other form, order form, or statement of work that is executed between you and the Company (an “SOW”). The Website is owned and operated by Company.

THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY.

THESE TERMS REQUIRE THE USE OF ARBITRATION TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

YOU MAY NOT ORDER OR OBTAIN PRODUCTS FROM THE WEBSITE IF YOU (A) DO NOT AGREE TO THESE TERMS, (B) ARE NOT THE OLDER OF (i) AT LEAST 18 YEARS OF AGE OR (ii) LEGAL AGE TO FORM A BINDING CONTRACT WITH COMPANY, OR (C) ARE PROHIBITED FROM ACCESSING OR USING THE WEBSITE OR ANY OF THE WEBSITE’S CONTENTS OR GOODS BY APPLICABLE LAW.

By placing an order for products on the Website or through an SOW, you agree and acknowledge on your own behalf that you have read, understand and agree to be bound by these Terms and to comply with all applicable laws including, without limitation, all federal, state and local tax and tariff laws, regulations, and/or directives.  IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT USE THE WEBSITE OR PLACE AN ORDER.

 

  1. DEFINITIONS

Unless otherwise defined in these Terms, all capitalized terms shall have the following definitions:

  • “Application” shall mean the Keynetics SentriKey Access+ or any other software that Company hosts and maintains on Company’s centrally managed servers and is made available to you and your Authorized Users.
  • “Authorized Users” shall mean members of your organization, your employees, and any individuals or contractors duly authorized by you (i) who are authorized by you to access and use the Application and services under the rights granted to you pursuant to these Terms or (ii) for whom access to the Application and Keynetics services has been purchased hereunder, including, but not limited to, access credentials as may be provided.
  • “Confidential Information” shall mean any nonpublic information (written, oral, or electronic) disclosed by one party to the other party that is conspicuously marked as being confidential or proprietary or that the receiving party knows, or under the circumstances reasonably should know, is considered the confidential or proprietary information of the disclosing party.
  • “Hardware” shall mean Company physical products purchased on the Website, through an SOW, or otherwise provided by Company.
  • “Products and Services” shall mean the Application, Hardware, Software, System and any other products or services provided by Company to you.
  • “System” shall mean the Keynetics Lockbox system.
  1. OTHER TERMS AND AGREEMENTS

These Terms are incorporated by reference and should be read in conjunction with our (a) Website Privacy Policy; (b) Warranty & Service Availability; and (c) any SOW executed between you and the Company.

  1. LICENSE TO SYSTEM

License. On and subject to the terms and conditions herein, Company grants to you and you accept, a non-transferable, non-exclusive license to use the Products and Services, including the power to sub-license to Authorized Users (the “License”), during the term of these Terms. The License permits you, together with its Authorized Users, to access and use the Products and Services solely in connection with your and your Authorized Users’ business purposes. The License is restricted to you and your Authorized Users for your respective business purposes and does not extend to any parent, subsidiary, or other affiliates of you, as may now or in the future exist.

Ownership. You acknowledge that no ownership rights or any other rights are transferred by these Terms, other than the right to use the Products and Services as is expressly provided herein. You acknowledge that the operation of Hardware is dependent on you subscribing to the Application services.

Authorized Users. You shall not use the Products and Services beyond the scope of the rights granted herein. You are solely liable for your Authorized Users’ access to the Products and Services and the administration of such access, including, but not limited to, authorizing, suspending and de-authorizing Authorized Users as necessary to maintain the security and access control requirements. You shall use commercially reasonable efforts to ensure that all Authorized Users comply with these Terms and all Company policies, including without limitation, Company’s End User License Agreement, as such policies may be modified from time to time by Company. If an Authorized User violates these Terms or any such Company policy, Company may suspend or terminate such Authorized User’s access to the Products and Services without notice, in addition to all other remedies available at law or in equity.

Restrictions. You and Authorized Users shall not (1) directly or indirectly alter, modify, adapt, translate, copy, distribute, reverse engineer, decompile, disassemble, or create any derivative works of the Products and Services, (2) rent, lease, lend, sell, license, sublicense, publish, adapt, or otherwise make available the Products and Services, (3) remove, modify or obscure any copyright, trademark or other proprietary rights notices that are contained in the Products and Services, or (4) use the Products and Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.

Suspension of Products and Services. Company may, at its sole discretion, temporarily suspend your and any Authorized User’s access to any portion or all of the Products and Services if: (i) Company reasonably determines that (A) there is a threat or attack on any of Company’s intellectual property; (B) your or any Authorized User’s use of Company’s intellectual property disrupts or poses a security risk to Company’s intellectual property or to any other customer or vendor of Company; or (C) Company’s provision of the Products and Services to you or any Authorized User is prohibited by applicable law; or (ii) Company reasonably concludes that your use of the Products and Services is causing immediate, material, and ongoing harm to Company, its employees, or any other individual.  Company shall use commercially reasonable efforts to resume providing access to the Products and Services as soon as reasonably possible after the event giving rise to the suspension is cured.  Company will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that you or any Authorized User may incur as a result of a service suspension.

  1. PRODUCT INFORMATION AND AVAILABILITY

Information about our products is provided on the Website for illustrative and informational purposes and despite our best efforts, occasional typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, specifications and/or availability may occur. Accordingly, we do not guarantee the accuracy or completeness of any product information on the Website. We reserve the right to correct or update the Website with respect to products or services at any time without prior notice (including after you have submitted an order). If you do not wish to continue your purchase after pricing or other product information has been corrected, please contact us right away.

Product availability on the Website is not guaranteed as it may be low in stock or otherwise unavailable due to reasons beyond our control. If any selected product is not available at the time your order processes, we will notify you of this. Additionally, certain products may have minimum order quantities due to shipping and packaging or other constraints.

  1. ORDER ACCEPTANCE AND CANCELLATION

Orders will be initiated when you submit an order on the Website or via an applicable SOW. You agree that your order is an offer to buy, under these Terms, all Products and Services listed in your order. All orders must be accepted by us or we will not be obligated to sell the products to you. We may choose not to accept any orders in our sole discretion. If you wish to purchase any products available through the Website, you may be asked to supply certain information relevant to your transaction including, without limitation, information about your method of payment (such as your payment card number and expiration date), your billing address and your shipping information. You represent and warrant that you have the legal right to use any payment cards or other payment methods utilized in connection with any transaction. By submitting such information, you grant Company the right to provide such information to third parties for the purposes of facilitating the order initiated by you or on your behalf.

Orders can be cancelled or modified prior to being shipped. If you cancel your order after it has shipped, you shall be responsible for a 10% restocking fee and payment of the shipping costs.

  1. SUBSCRIPTIONS AND COMPANY APPLICATION

We may offer subscriptions for some of our services, including fees that you or an Authorized user pays to access to the Application and/or the System. The price of the subscription will be listed at the time you purchase one of our products or when you subscribe separately.  If you purchase a subscription from us, your subscription may renew and continue to be active until you decide to cancel the subscription.  The recurring price is subject to change at our sole discretion.  We will notify you directly and/or post a notice on the Website or Application of any change in our subscription or renewal prices.  Other than when expressly set forth in these Terms, or to correct any errors made by Company, Company has no obligation to provide refunds or credits.

To cancel your subscription or service, please contact us at support@keynetics.us. For monthly and yearly billing, if you cancel your subscription or service, your access to the subscribed service will terminate at the end of the cancelled billing cycle and no refund will be provided. If the subscription is cancelled for your non-payment, breach of these Terms, or otherwise by Company in accordance with these Terms, no refund or pro-rated fees will be issued to you and you will immediately lose access to the subscribed service.

You are responsible for keeping your payment details up-to-date by changing the details in your account settings.  Where your details change or are due to expire, we may obtain or receive from your payment provider updated payment details including your card number, expiry date and CVV (or equivalent). This enables us to continue to provide you access to the services. You authorize us to continue to charge your card using the updated information. In the event of a failed attempt to charge to your payment method (e.g. if your payment method has expired), we reserve the right to retry billing your payment method. If a payment is not successfully authorized due to expiration, insufficient funds, or otherwise, we may suspend or terminate your subscription.

Upon your payment of the applicable subscription fees, Company will provide you access to and you shall use the Application on and subject to these Terms. You and your Authorized Users are responsible for providing any necessary Internet connection, smart phone or other mobile service, cell service plan, text messaging service, Bluetooth® technology, computer hardware and non-Company supplied software for communication with the Products and Services. These elements are not provided by Company nor is any cost of such elements included in fees charged by Company hereunder.

From time to time, Apple® and Google® release updates to their operating systems, rules for 3rd party Application compliance, and restrictions on use of features/capabilities of their platforms.  Company will use its best efforts to maintain all features and capabilities of the Application as these changes occur.  You and your Authorized Users are responsible, at their expense, for maintaining their smartphone hardware and its operating software to enable the full functionality of the Application.

  1. PRICES AND PAYMENT TERMS

All prices posted on the Website are subject to change without notice. The price charged for a product will be the price in effect at the time the order is placed. Price increases, and any price decreases, will only apply to orders placed after such changes and will not change already placed orders. Posted prices do not include taxes or charges for shipping and handling. You shall pay all applicable duties, tariffs, and taxes imposed by the state, province, or county related to the fees, including, but not limited to, sales, use, personal property taxes, provincial sales tax (Canada PST), goods and services tax (Canada GST), and harmonized sales tax (Canada HST).  We are not responsible for pricing, typographical, or other errors in any offer by us and we reserve the right to cancel any orders arising from such errors.

Terms of payment are within our sole discretion and, unless otherwise agreed by us in writing, payment must be received by us before our acceptance of an order. Unless otherwise specified in your order or other applicable SOW, fees will be on an annual or monthly basis with fees due at the time of your order or the SOW. For any invoices provided by Company to you, you shall pay such invoices within thirty (30) days of the invoice date. All payments are to be remitted in U.S. Dollars (USD). You represent and warrant that (i) the credit or debit card information or other payment information you supply to us is true, correct, and complete, (ii) you are duly authorized to use such payment information for the purchase, (iii) charges incurred by you will be honored by your financial institution, and (iv) you will pay charges incurred by you at the posted prices, including all applicable taxes, if any.

You shall pay interest on all late payments at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. You shall reimburse Company for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. In addition to all other remedies available under these Terms or at law (which Company does not waive by the exercise of any rights hereunder), if you fail to comply with the terms of payment, Company shall be entitled to hold shipment until payment is made. You shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Company, whether relating to Company’s breach, bankruptcy or otherwise.

  1. SHIPMENT; DELIVERY

The products will be delivered within a reasonable time after the receipt and acceptance by Company of your order, subject to availability of products. For any pre-ordered products, such products will be delivered within a reasonable time after the products become available on the advertised date. Such advertised date may change at the sole discretion of Company. Company shall not be liable for any delays, loss, or damage in transit.

Unless otherwise agreed in writing by the parties, Company shall deliver the products in accordance with the terms on the face of your order or an applicable SOW to your shipping address indicated on the order or SOW (the “Delivery Point”) using Company’s standard methods for packaging and shipping such products. You shall be responsible for all loading costs and provide equipment and labor reasonably suited for receipt of the products at the Delivery Point. Company may, in its sole discretion, without liability or penalty, make partial shipments of products to you.  Title and risk of loss passes to you upon delivery of the products at the Delivery Point. If for any reason you fail to accept delivery of any of the products or if Company is unable to deliver the products at the Delivery Point on such date because you have not provided appropriate instructions or authorizations, Company, at its option, may store the products (at your sole cost and expense) until you pick them up.

As collateral security for the payment of the purchase price of the products, you hereby grant to Company a lien on and security interest in and to all of the right, title and interest of you in, to and under the products, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing.

  1. RETURNS AND REFUNDS

All returns must be in new condition in original packaging and must be authorized by Company in advance of you sending the product to Company. If any product is received by Company without prior written authorization from Company, no credit will be provided for the returned products. Only products received by Company within thirty (30) days of original delivery to you is eligible for return credit. Company will charge a 10% restocking fee for returned products. Return shipping expense with full loss/damage insurance is your responsibility.

  1. TERM AND TERMINATION

The term of these Terms shall be listed on your order (either on the Website or via an SOW) when purchasing the products (the “Term”). 

If you terminate these Terms for any reason other than an uncured default by Company, in addition to all fees owed or incurred as of the date of such termination, all subscription fees to be paid by you over the remaining Term shall become immediately due and owing to Company. You and Company agree that if these Terms are terminated by you for any reason other than Company’s uncured default, the damages which Company will suffer cannot be calculated in advance with any degree of mathematical certainty. However, in good faith, you and Company agree to estimate the amount of such damages which will reasonably compensate Company in such event, which are known as “Liquidated Damages.” If this Agreement is terminated by you for any reason other than Company’s uncured breach, Company will be entitled to such Liquidated Damages in the amount specified in this Section, in addition to and not in lieu of any other rights and remedies that Company may have as a result of other violations of this Agreement.

Upon the termination, you shall immediately cease using the Products and Services and Confidential Information of Company. Upon termination, Company shall immediately cease using your Confidential Information, provided that Company may retain backup or archival copies of such Confidential Information for legal record retention requirements only and Company shall have no license to use for any other purpose.

  1. DEFAULT

In the event that you or Company breaches any material provision of these Terms and fails to cure such breach within thirty (30) days after written notice thereof, the non-breaching Party may terminate these Terms immediately by written notice to the other party. In the event that you or Company (i) becomes insolvent; (ii) files a petition in bankruptcy, or has such a petition filed against it (and fails to lift any stay imposed thereby within sixty (60) days after such stay becomes effective); (iii) has a receiver appointed with respect to all or substantially all of its assets; (iv) makes an assignment for the benefit of creditors or (v) ceases to do business in the ordinary course, the other party may terminate immediately by notice in writing.

  1. INTELLECTUAL PROPERTY; CONFIDENTIAL INFORMATION

You acknowledge and agree that the Products and Services, including, but not limited to the Hardware and Application, and derivative works thereof, and all intellectual property and information related thereto (i) are subject to the proprietary rights of Company or to its licensor, and are trade secrets and Confidential Information of Company or any third party from whom Company licensed any portion of the Products and Services, and (ii) are works in which Company or its licensor collectively possess all ownership and intellectual property rights, including, but not limited to, patent, copyright, and trademark rights. You and any Authorized Users shall assist Company in maintaining the security of the Products and Services. By way of example and not limitation, you and any Authorized Users shall follow reasonable security and other protocols as established from time to time by Company to ensure the secure storage and protection of all Products and Services passwords and security data.  

You and company acknowledges that each may be exposed to Confidential Information of the other. Each party will keep the Confidential Information of the other party confidential. Each party agrees to not (i) use the other party’s Confidential Information in a way that is not authorized herein or (ii) disclose, distribute, or disseminate such Confidential Information to any third party except as expressly permitted herein. Each party agrees to restrict access to such Confidential Information to those of its employees, attorneys, and accountants (“Representatives”) who need to know the information and who have agreed to be bound by these Terms. Each party will be responsible for any disclosure of Confidential Information, or any other breach of this Section, by any of its Representatives. You acknowledge that Confidential Information of Company includes, without limitation, the System, Hardware, Application, any and all encryption keys and security methods or specifications utilized in the Products and Services, Company’s pricing information, and any and all information related to Company’s business. The obligation to treat information as Confidential Information shall not apply for information which: (i) is publicly available through no action of the receiving party; (ii) was rightfully in the receiving party’s possession on a non-confidential basis independent of its relationship with the disclosing party prior to the first disclosure by the disclosing party to the receiving party as evidenced by the receiving party’s then existing written records; (iii) has been or is developed by or becomes known to the receiving party without access to any of the disclosing party’s Confidential Information and outside the scope of any agreement with disclosing party with the receiving party having the burden of proof  to demonstrate independent creation; or (iv) has been obtained rightfully from third parties not bound by an obligation of confidentiality.

The receiving party acknowledges that the disclosing party may suffer immediate and irreparable harm for which money damages may be inadequate and impossible to calculate and waives any requirement that a bond be posted or that the disclosing party be required to demonstrate irreparable harm as conditions to obtaining injunctive relief. The receiving party shall immediately disclose to the disclosing party of any violation of the confidentiality provisions herein and will use commercially reasonable efforts to assist the disclosing party in halting or limiting damage from such violation and pursuing whomever caused such violation. This Section is in addition to, not in substitution of, any rights which the receiving party may have at law or equity and is not limited as to duration by the term of these Terms.

If a party becomes legally compelled or is required by a regulatory body to make any disclosure that is prohibited or otherwise constrained by these Terms, such party will provide the other party with prompt notice of such requirement so that the other party may seek an appropriate protective order or other appropriate remedy.

  1. DATA SHARING WITH THIRD PARTIES

Notwithstanding anything contained herein to the contrary, Company will share information with third parties that have been pre-approved by you.  The data shared will be done so in order to enable integrations or enhance your functionality in the Products and Services or any vendor system used as described below. This information shared would include your and any Authorized User’s use of and access and data inputs to the Products and Services, including without limitation, hardware and software access logs, usernames, and other identifying and location information (collectively, the “Shared Data”). Company may also share Shared Data and similar data with non-affiliated Third Parties (“Vendors”) that provide products or services to you or Authorized Users for the purpose of enhancing your experience leveraging technology integrations for functions such as maps on mobile devices, direct testing, location services prompts, and push notification to enable greater functionality of Vendors’ products and services and the use thereof. Company may allow administrative functionality of the Products and Services through a Vendor system for actions such as assigning lockboxes or generating and sending access codes which allow third parties to operate and open the Hardware in connection with your or an Authorized User’s use of the Vendor’s products or services. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN ANY EXHIBIT HERETO, YOU, FOR YOURSELF AND ON BEHALF OF YOUR AUTHORIZED USERS, HEREBY ACKNOWLEDGE THAT COMPANY SHALL BE ENTITLED TO SHARE THE SHARED DATA WITH THIRD PARTIES, THAT SUCH SHARING SHALL NOT BE A VIOLATION OF THESE TERMS, AND THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY SHALL NOT BE LIABLE FOR ANY SUCH SHARING OR ANY USE OR MISUSE OF SUCH DATA OR ACCESS CODES BY SUCH VENDORS OR THIRD PARTIES. For more information on how Company collects, processes, maintains, and discloses any personal information, please visit Company’s privacy policy at: keynetics.us/privacy-policy .

 

When providing Company with access information, Shared Data, or any other information, you agree to provide Company with accurate and complete information and detail, as required, and to keep it up to date. When providing such information, you are solely responsible for obtaining the necessary consents and authorizations from any individuals in accordance with applicable data security laws and regulations, and Company shall not be responsible for or held liable for your failure to obtain the necessary consents or for any inaccurate or inadequate information.

  1. STATE DATA PRIVACY LAWS

To the extent you are a representative of a company, Company acknowledges that it is a “service provider”, “contractor” or “processor” as those terms are defined under applicable data protection laws, which may include, but is not limited to, the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020, the Colorado Privacy Act, the Connecticut Data Privacy Act, the Utah Consumer Privacy Act, and the Virginia Consumer Data Protection Act, to the extent those law are applicable to you and Company. Company acknowledges that the personal information (also known as “personal data”), as those terms are defined under the above applicable data protection laws (“Personal Data”), disclosed is provided for a “business purpose” (as defined under applicable data protection laws). Company understands that you may exercise any right of a “controller” or “business” under applicable data protection laws including, but not limited to, any right that (a) permits you to take reasonable and appropriate steps to ensure that Company uses Personal Data consistent with your business purpose; and (b) stops or remediates Company’s unauthorized use or misuse of Personal Data, upon notice to Company. Without unreasonable delay, Company shall notify you if it can no longer meet its obligations under the applicable data protection laws. Company certifies that it understands the prohibitions outlined in this Section and will comply with them. If the Products and Services include the disclosure and processing of Personal Data of residents located in the states with applicable data protection laws, Company shall not:

  • sell or share (as defined under applicable data protection laws) such Personal Data;
  • collect, retain, use, or disclose such Personal Data for any purpose other than providing the services specified in this Agreement;
  • collect, retain, use, or disclose such Personal Data outside of the direct business relationship between Company and you; or
  • combine such Personal Data with personal data that Company obtains from other sources or that Company collects itself.
  1. LIMITED WARRANTY AND DISCLAIMERS

Please see our Warranty & Service Applicability terms for more information about any product warranties.

  1. FORCE MAJEURE

Company shall not be liable or deemed in default due to any delay or failure of performance under these Terms by reason of any causes beyond the reasonable control of Company including strike, lockout or other labor dispute; act of war; civil disobedience; riot; acts of God, fires, floods, earthquakes, pandemics, or epidemics; availability of materials; failure of transportation; telecommunication service outages or malfunctions, internet outages or malfunctions, impossibility of performance or for any other cause for delay not within the control of Company. In addition, you acknowledge that in connection with Products and Services, messages and documents will be transmitted over local exchange, inter-exchange carriers and Internet backbone carrier lines and through routers, switches and other devices owned, maintained, and serviced by third party local exchange and long-distance carriers, utilities, Internet service providers and others, all of which are beyond the control and jurisdiction of Company and its suppliers. Accordingly, and without limiting the generality of the foregoing provisions of this Section or other disclaimers contained in these Terms, Company assumes no liability for or relating to the delay, failure, interruption, or corruption of any data or other information as a result thereof.

  1. LIMITATION OF LIABILITY

EXCEPT AS SPECIFICALLY SET FORTH IN THESE TERMS, THIS PARAGRAPH CONTAINS THE SOLE REMEDIES AND DAMAGES AVAILABLE TO CUSTOMER AND AUTHORIZED USERS FOR THE CLAIMS SPECIFIED HEREIN. ALL OTHER DAMAGES ARE EXCLUDED. IN NO EVENT WILL COMPANY BE LIABLE TO CUSTOMER FOR LOSS OF BUSINESS OR SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. EXCEPT FOR CLAIMS OF INFRINGEMENT OF INTELLECTUAL PROPERTY RELATED TO THE PRODUCTS AND SERVICES, AND BREACHES BY COMPANY OF ITS CONFIDENTIALITY OBLIGATIONS HEREIN, IN NO EVENT SHALL COMPANY BE LIABLE TO YOU, ANY AUTHORIZED USER, OR ANY THIRD PARTY FOR ANY CLAIM, LOSS, OR DAMAGES RELATED TO OR ARISING OUT OF THIS AGREEMENT, ANY EXHIBIT HERETO, THE PRODUCTS AND SERVICES, OR ANY COMPONENT OF THE PRODUCTS AND SERVICES, IN AN AMOUNT EXCEEDING THE AGGREGATE SUBSCRIPTION FEES PAID BY YOU TO COMPANY DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE MONTH IN WHICH THE EVENTS GIVING RISE TO SUCH CLAIM OR DAMAGES AROSE OR ONE HUNDRED DOLLARS ($100.00), WHICHEVER IS GREATER.

CUSTOMER UNDERSTANDS AND AGREES THAT THE PRODUCTS AND SERVICES CANNOT GUARANTEE AGAINST UNAUTHORIZED ENTRY INTO A LOCATION OR OTHER PROPERTY. IN NO WAY SHALL COMPANY BE LIABLE FOR ANY DAMAGES OR CLAIMS OF ANY KIND RELATED TO THE FAILURE OF THE PRODUCTS AND SERVICES, INCLUDING THE HARDWARE OR THE SYSTEM, TO SECURE ANY LOCATION, OTHER PROPERTY, OR PROTECT ANY PERSON, INCLUDING WITHOUT LIMITATION, THEFT, PROPERTY DAMAGE, PERSONAL INJURY, OR DEATH.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY SHALL NOT BE LIABLE TO YOU, ANY AUTHORIZED USERS, OR ANY OTHER PARTY FOR PROVIDING SHARED DATA TO THE VENDORS, THE USE OR MISUSE OF THE SHARED DATA BY THE VENDORS, OR THE GENERATION OR USE OF A FLEXCODE® or ONE DAY CODE ACCESS CODE BY AN AUTHORIZED USER, VENDOR, OR ANY THIRD PARTY.

You shall make Company and its employees and affiliates whole if they incur any claims or damages (including reasonable attorney fees) brought by a third party related to the use or misuse of the Products and Systems by you or your Authorized Users or of a Hardware access code generated by Company for you or an Authorized User.

  1. INDEMNITY

Company agrees to indemnify, defend, and hold harmless you and your officers, directors, shareholders, members, employees, agents, and representatives (the “Customer Indemnified Party”) from and against any and all losses, liabilities, damages, costs, and expenses of every kind and nature whatsoever (including reasonable attorneys’ fees) (“Losses”) brought by a third party claim, suit, action, proceeding, judgment, or demand (“Third-Party Claim”) against the Customer Indemnified Party arising out of or related to (i) the Products and Services’ infringement of any intellectual property rights or any third party. In the case of such claim(s) brought by third parties, Company’s obligation to indemnify, defend, and hold harmless shall become effective only if the Customer Indemnified Party (i) gives Company written notice of the claim(s) within thirty (30) calendar days after the Customer Indemnified Party becomes aware of such claim(s); (ii) provides Company all reasonable information and assistance to settle or defend the claim(s); and (iii) grants Company sole authority and control of the defense or settlement of the claim(s).

If there is an actual or threatened claim of the foregoing that may prevent or limit your use of the Products and Services, Company will, in addition to its obligations provided directly above, take one of the following actions at its sole cost and discretion, and as your sole and exclusive remedy: (1) negotiate a license for you to continue use of the Products and Services; (2) replace the Products and Services with other application(s) which will be substantially similar; or (3) demand the return of all Products and Services, including Hardware, in writing, and upon receipt of such Products and Services, including Hardware, or otherwise at Company’s option, terminate these Terms. If Company elects to terminate these Terms pursuant to the foregoing, Company shall also grant you a refund equal to the unearned portion of any prepaid subscription fees with respect to such infringing portion of the Products and Services for the remainder of the subscription term so terminated.

You shall indemnify and defend Company and its officers, directors, shareholders, members, employees, agents, and representatives (“Keynetics Indemnified Parties”), at your own expense, from and against any Losses brought against Keynetics Indemnified Parties resulting from any Third-Party Claim arising from or related to: (a) your or Authorized Users’ violation of any applicable law; (b) your or Authorized User’s negligence or willful misconduct; or (c) your or Authorized Users’ use of the Products and Services in a manner not authorized by the Agreement. In the case of such claim(s) brought by third parties, your obligation to indemnify, defend, and hold harmless shall become effective only if the Keynetics Indemnified Party (i) gives you written notice of the claim(s) within thirty (30) calendar days after the Keynetics Indemnified Party becomes aware of such claim(s); (ii) provides you all reasonable information and assistance to settle or defend the claim(s); and (iii) grants you sole authority and control of the defense or settlement of the claim(s).

  1. DISPUTE RESOLUTION AND BINDING ARBITRATION

YOU AND COMPANY ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.

ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OF PRODUCTS THROUGH THE PRODUCTS AND SERVICES, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.

The arbitration will be administered by the American Arbitration Association (“AAA“) in accordance with the Consumer Arbitration Rules (the “AAA Rules“) then in effect, except as modified by this Section. (The AAA Rules are available at adr.org or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this section.

The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the Terms are void, voidable or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction.

You agree to an arbitration on an individual basis. In any dispute, NEITHER YOU NOR COMPANY WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS IN COURT OR IN ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The arbitral tribunal may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced.

At Company’s sole discretion, it may require you to submit any disputes arising from these Terms or use of the Products and Services, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Indiana law.

  1. MISCELLANEOUS

Your Obligations. You will provide commercially reasonable cooperation with Company to enable Company to provide the Products and Services to you. You warrant and represent that you have legal authority to provide any personal information to Company in order for Company to provide the Products and Services, including, but not limited to, your securing the sufficient consent from any data subjects, including your employees, agents, and Authorized Users. You and any Authorized Users shall comply with all applicable local, state, federal, and foreign laws, treaties, and regulations applicable to your use of the Products and Services, including without limitation, those related to privacy and electronic communications. You, and your business, shall be responsible for any data subject or consumer requests (as those terms are defined under applicable data protection laws). Company shall assist you as needed to respond to such requests.

System Upgrades. Notwithstanding anything to the contrary contained herein, Company may discontinue any portion of the Products and Services upon at least one hundred and eighty (180) days prior written notice, provided that Company makes replacement or substitute Hardware or Software available to you, and (i) such replacement or substitute Hardware or Software functions and is operationally compatible with the Products and Services, and offers substantially similar functionality as the Products and Services prior to such discontinuance or substitution; and (ii) Company uses commercially reasonable efforts to not unnecessarily increase any fees or other costs to you as a result thereof. You may terminate these Terms upon thirty (30) days written notice to Company if, because of Company’s discontinuance of an item of Hardware or Software: (a) Company can no longer supply the Hardware or Software that you utilize in connection with the Products and Services; and (b) the new Hardware or Software is being offered at a materially higher price than the pricing of the substituted or discontinued item of Hardware or Software.

Governing Law. All matters arising out of or relating to these Terms are governed by and construed in accordance with the internal laws of the State of Ohio without giving effect to any choice or conflict of law provision or rule (whether of the State of Indiana or any other jurisdiction) that would cause the Products and Services of the laws of any jurisdiction other than those of the State of Ohio. You hereby irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts in Hamilton County, Ohio in all disputes arising out of or relating to the use of the Products and Services or the products purchased on the Products and Services.

Assignment. Except as is expressly provided herein, you shall not assign, delegate, or transfer all or any part of these Terms, or any rights hereunder, to any third party without the express written approval of Company. Any such attempted assignment or transfer shall be void and of no effect.

No Waivers. The failure by us to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of Company.

Changes to these Terms. Company may update or change these Terms from time to time in order to reflect changes in any offered services, changes in the law, or for other reasons as deemed necessary by Company. The effective date of any Terms will be reflected in the “Last Revised” entry at the top of these Terms. We will notify you via the email listed in your account or any other address that you have provided to Company.

No Joint Venture. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Company as a result of these Terms or use of the Products and Services. These Terms do not and are not intended to confer any rights or remedies upon any person other than you. Company’s performance of these Terms is subject to existing laws and legal process, and nothing contained in these Terms is in derogation of Company’s right to comply with governmental, court, and law enforcement requests or requirements relating to your use of the Products and Services or information provided to or gathered by Company with respect to such use. 

Severability; Survivability. If any part of these Terms are determined to be invalid or unenforceable pursuant to applicable law, 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 these Terms shall continue in effect.  Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of these Terms.

Entire Agreement. These Terms, including all other documents expressly incorporated herein by reference, constitute the entire agreement between you and Company with respect to the Products and Services, and supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and Company. A printed version of these Terms and of any notices given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.  In the event of any inconsistency between the statements made in the body of these Terms and any order or SOW, these Terms shall control unless explicitly stated otherwise in the SOW and such conflicting clause is identified in the SOW.

Notices. Any notice hereunder shall be given in writing and shall be deemed to have been given (a) the same day when served personally, or (b) if delivered by electronic mail to an authorized representative, the business day in which it is received between the hours of 8 a.m. and 6 p.m. of the recipient’s time zone, or (c) three (3) days following deposit into the United States mail, when given via certified mail, postage prepaid, return receipt requested, or (d) the next business day following deposit with a nationally recognized overnight courier, when given by overnight courier, to the applicable party at its address set forth below (or such other address as specified in writing by a party to the other party after the date hereof).

Company Contact. Questions can be directed to Company at: support@keynetics.us.