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Warranty and Services Applicability

Last Revised:  5/5/25

 

This Warranties & Service Applicability document (the “Terms”) provides the only warranties provided by Keynetics USA, LLC ( collectively with its subsidiaries and affiliates, “Company”, “we”, “us”, and “our”) to you for any Products and Services purchased our websites that are directly owned by, or operated by or on behalf of, Company and where these Terms are linked (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 terms of Company’s standard Limited Hardware Warranty (as provided in Section 2 below) and Company’s Service Level Agreement are detailed below (collectively with the Limited Hardware Warranty, the “Limited Warranty”).

 

All capitalized terms used but not defined herein shall have the meanings assigned to them in the Terms and Conditions of Sale, which is incorporated hereto.

 

  1. Warranties. The remedies described in the Limited Warranty are the sole and exclusive remedies available to you for any breach of or claim under such Limited Warranty; provided, that notwithstanding anything contained in the Limited Hardware Warranty to the contrary, as your sole and exclusive remedy for any Limited Hardware Warranty claim, Company, at its sole option, shall either repair the defective Hardware or replace the same with a substantially similar alternative.

 

  1. Limited Hardware Warranty.

 

(a)    Terms. Company warrants that the Hardware: (i) will be free from defects and deficiencies in workmanship and materials; (ii) will be of merchantable quality; and (iii) will function in good operating order in accordance with Company’s published specifications. The Limited Hardware Warranty only applies to Hardware provided directly from Company. The Limited Hardware Warranty is the complete warranty and may not be modified, extended, or superseded, either orally or in written form.

 

(b)   Duration. The warranty period for Hardware provided directly from Company shall start upon delivery of Hardware to you and shall be 36 months (not including batteries and battery replacement kits). All Limited Hardware Warranties terminate upon the termination of the Terms and Conditions of Sale unless extended by Company.

 

(c)    Exclusions. The Limited Hardware Warranty does not extend to, and Company specifically disclaims any warranty claim arising out of: (i) any Hardware not directly provided by Company; (ii) lockbox batteries and battery replacement kits; (iii) any misuse, abuse, or vandalism of the Hardware; (iv) cosmetic defect or cosmetic damage; (v) any attempt to open, alter, dismantle, or repair the Hardware other than battery replacement or other Company published maintenance procedures; (vi) any alteration, modification, or attachment to the Hardware not specifically designed or approved by Company; (vii) exposure to or operation in temperatures outside those defined in the specifications provided by Company; (viii) acts of vandalism or theft; (ix) acts of nature; (x) use of a non-Company approved replacement battery; or (xi) failure to follow Company’s operating and maintenance procedures, as established from time to time and published on Company’s website.

 

(d)   Warranty Claims.  The sole remedy available to you for a warranty claim under this Limited Hardware Warranty is repair or replacement of defective Hardware. Prior to returning any Hardware to Company, you must obtain a Return Merchandise Authorization Number (RMA) from Company.  Company will pay standard ground shipping and insurance charges to receive and return Hardware to you. Upon return of Hardware to Company, Company at its sole discretion shall repair or replace eligible Hardware. Company reserves the right to replace the returned Hardware with substitute Hardware, so long as the substitute Hardware is compatible with the systems and functions at an equivalent or higher level than the replaced product. At Company’s sole discretion a Limited Hardware Warranty claim may be denied if the lockbox is utilizing batteries not supplied directly by Company. 

 

(e)    For each item of Hardware (i) returned to Company without a previously supplied legitimate Company-issued RMA number, or (ii) found to be, in Company’s reasonable judgement, either (A) in a condition grossly misrepresented by you when obtaining the RMA number from Company or (B) excluded from warranty coverage as provided above, such item shall be deemed to be ineligible for Limited Hardware Warranty coverage and, except as provided hereafter, Company shall notify you of the repair or replacement cost. You may either accept or reject Company’s proposal to repair or replace ineligible hardware at your sole cost. If you fail to notify Company of its decision within thirty (30) days or if you choose not to repair or replace ineligible hardware, Company shall have no further responsibility to you for repair, replacement, or return of ineligible hardware.

 

  1. Exclusion of Warranty.  EXCEPT FOR THE LIMITED WARRANTIES DESCRIBED  HEREIN, COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS AND SERVICES PROVIDED HEREUNDER, INCLUDING THE SYSTEM, THE APPLICATION, THE HARDWARE, OR ANY COMPONENT THEREOF. ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, ARE EXCLUDED.  IN NO EVENT MAY ANY EMPLOYEE, AUTHORIZED DISTRIBUTOR OR REPRESENTATIVE MODIFY OR EXTEND THE PROVISION OF SUCH LIMITED WARRANTIES IN ORAL OR WRITTEN FORM UNLESS DULY EXECUTED BY AN EXECUTIVE OFFICER OF COMPANY.

 

  1. Service Level Agreement.

 

Company agrees to use commercially reasonable efforts (i) to provide you with access to the Application and (ii) to maintain System availability during your business’ normal business hours. Company’s efforts include, but are not necessarily limited to:

  • Un-interruptible power systems for all servers, telecommunications and network hardware;
  • Stand-by generator system capable of powering all systems for 6 hours;
  • Locally redundant web and database servers;
  • Automated data backup systems;
  • Off-site storage of backup; and
  • Geographically diverse full redundant backup system capable of supporting all customers if Company’s main systems are inoperable.

 

Company makes no guarantee that the System and/or Application will be available to you on an uninterrupted basis during normal business hours. However, in the event of a Major Failure (as described hereafter), Company shall grant a credit allowance to you equal to the pro rata subscription fees paid by you for the period of such Major Failure (e.g., in the event of a Major Failure lasting twenty-four consecutive hours, the credit allowance would be equal to the subscription fees paid by you for the applicable month divided by the number of days in such month). Any such credit allowance(s) accrued during the Term shall be applied towards future subscription fees respectively. Neither (i) the occurrence of a Major Failure, (ii) the occurrence of a System or Application interruption, nor (iii) the granting of any credit allowance by Company to you shall affect in any way your obligations under the Terms and Conditions of Sale.

 

“Major Failure” shall mean a System or Application failure (except as provided hereafter) that causes more than 10% of your Authorized Users to be unable to open Lockboxes for at least one (1) hour. A Major Failure will be deemed to have occurred only to the extent that the System and/or Application failure is not a result of: (i) the acts or omissions of you; (ii) scheduled maintenance or other work on the System and/or Application, which Company shall use reasonable efforts to perform during non-business hours, which scheduled maintenance will be performed in most instances with at least twenty-four (24) hours advance notice to you and will be performed in all instances with at least two (2) hours advance notice to you; (iii) Company’s inability to obtain import data due to your and/or its import data supplier’s failure to provide such import data to Company in a timely manner; or (iv) any cause not within Company’s control, including any Force Majeure Event.