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Terms of Use

Please read these terms carefully. These Terms of Use constitutes a binding agreement (alternatively, the "Agreement") between Keyo, Inc. (alternatively referred to herein as “Keyo,” “Company,” “we,” “us” or “our”) and any person who uses our Products and Services (“you”). By using or otherwise accessing the Products or Services (defined below) or indicating your assent and you will be deemed to have accepted the terms of this Agreement.

Keyo, Inc. is the exclusive owner and operator of keyo.co, the products and services offered by the Company. We reserve the right, at our sole discretion, to change, modify, add or remove portions of these Terms of Use at any time. Your continued use of the Company’s Products and Services following the posting of changes will mean that you accept and agree to the changes. As long as you comply with these Terms of Use, we grant you a personal, non-exclusive, non-transferable, limited privilege to enter and use the Company’s Products and Services. We may alter, suspend or discontinue any aspect of our Products and Services at any time, including the availability of any feature, database or content. We may also impose limits on certain features and aspects of our Products and Services or restrict your access to parts or all of the Company’s Products and Services without liability.

You agree to review these Terms of Use periodically to be aware of any such revisions. These Terms of Use constitute your agreement with Keyo, Inc. with respect to your use of the Company’s Products and Services (defined below). You must agree to abide by all of the terms and conditions contained in these Terms of Use in order to become or remain a user of our Products and Services. You are granted a limited, non-sublicensable license to access and use Keyo, Inc.’s Products and Services, subject to these Terms of Use. This license is revocable at any time by Keyo, Inc.

THE COMPANY RETAINS ANY RIGHTS NOT SPECIFICALLY GRANTED TO YOU IN THIS AGREEMENT. UNLESS EXPLICITLY STATED HEREIN, NOTHING IN THESE TERMS OF USE SHALL BE CONSTRUED AS CONFERRING ANY LICENSE TO INTELLECTUAL PROPERTY RIGHTS, WHETHER BY ESTOPPEL, IMPLICATION OR OTHERWISE.

DEFINITIONS

“Biometric Data” means information that we collect that is related to a person’s human characteristics, which can be used to identify that person. Common forms of biometric data that you may use in your daily life include fingerprints, veins in your palm, face recognition, and iris or retina recognition that we use in order to provide the Products and Services to our Users.

“Developer Documentation” means the technical documentation, usage guidelines, and other documentation that we issue concerning your use of the Developer Tools.

“End User” means any person including you, who sign up for and register for an account with Keyo and who utilize our Products and Services or any person who accesses or establishes a connection to the Services.

“Personal Data” means personally identifying information about you, including information relating to you as an identified or identifiable natural person.

“Personal Information” means personal information that pertains to you but not information relating to you as an identified or identifiable natural person.

“Products” include all tangible goods we sell, including hardware and accessories.

"Program Policies” means any additional or separate terms and conditions governing your use of our Products and Services.

“Services” means our software and any add-on products that are included with such software, and services, whether available through our website, applications and APIs or any other method we furnish.

“Support” means the help, advice, technical support and related support for our Products and Services.

“Third Party Platform” means any software, software-as-a-service, data sources or other products or services not provided by Keyo that are integrated with our Services.

ACCESS TO OUR PRODUCTS AND SERVICES

To access or use the Products and Services, you agree to comply with all of the terms of this Agreement. In order to use some or all of the Products and Services , you may be asked to provide registration information. It is a condition of your use of the Products and Services that all the information you provide is correct, current, and complete. If the Company believes the information you provide is inaccurate, the Company may terminate or suspend your access to the Products and Services.

You agree that the Company may, without prior notice for any reason or no reason, immediately terminate your account and access to the Services. You agree that all terminations for cause shall be made in the Company’s discretion and that the Company shall not be liable to you or any third-party for any termination of your account.

KEYO APPS / APPLICATIONS

To the extent Keyo provides Keyo Apps for use with the Products and Services, subject to all of the terms and conditions of this Agreement, Keyo grants you a limited, non-transferable, non-sublicensable, non-exclusive license to use the object code form of the Apps internally, but only in connection with the use of the Products and Services.

KEYO APIs

If Keyo makes access to any APIs available as part of the Products and Services, Keyo reserves the right to place limits on access to such APIs (e.g., limits on numbers of calls or requests). Further, Keyo may monitor End Users’ usage of such APIs and limit the number of calls or requests a User may make if Keyo believes that such usage is in breach of this Agreement or may negatively affect the Products and Services (or otherwise impose liability on Keyo).

ELIGIBILITY

You must be eighteen (18) years of age or older to use our Products and Services. By visiting keyo.co or accepting these Terms of Use, you represent and warrant that you are eighteen (18) years of age or older, and that you have the right, authority and capacity to agree to and abide by these Terms of Use.

You also represent and warrant to the Company that you will use our Products and Services in a manner consistent with any and all applicable laws and regulations.

If you are under the age of eighteen (18) years, you must first obtain the express consent and approval of your parent or legal guardian before accessing or using our Products and Services. If we determine that you are under the age of eighteen (18) and have not received the authorization of your parent or legal guardian before accessing and using our Products and Services, we reserve the right to delete your account and/or restrict your access to parts or all of the Products and Services at any time without notice or liability. Additionally, we will delete your account and/or restrict your access to parts or all of the Company’s Products and Services if your parent or legal guardian instructs us to do so.

END USER’S AUTHORIZED AGENT ACCESS AND USE

You may permit your agents, authorized affiliates and employees (“Affiliates”) to log on to and access our Products and Services using your security credentials, provided that you remain responsible for compliance by all such Affiliates with all of the terms and conditions of this Agreement, and any use of the Products and Servicesby such Affiliates is for your sole benefit.

PRIVACY

The Company’s Privacy Policy, located at https://keyo.co/privacy-policy, describes the Company’s collection and use of data and other information. Keyo, Inc. will not use or disclose your Personal Data or information for purposes other than those described in our Privacy Policy. Our Privacy Policy applies to use of the Products and Services, and the terms of the Privacy Policy are made a part of these Terms of Use by this reference.

By using our Products and Services you acknowledge that:

  1. We cannot ensure or guarantee the security or privacy of information you provide through the Internet, and you release us from any and all liability in connection with the use of such information by other parties;
  2. We are not responsible for, and cannot control, the use by others of any information which you provide to them and you should be cautious in selecting the personal data and information you provide to others; and
  3. We cannot guarantee, nor assume any responsibility for verifying, the accuracy of the information provided by other End Users of our Products and Services.

USE OF BIOMETRIC INFORMATION

As part of providing Products and Servicesto you, the Company will collect biometric information used to identify you. By providing your biometric information, you agree to the Company’s use of your biometric information to provide the Services. You also agree to the Company’s disclosure of your biometric information third parties required to provide the Services. When you are using a Keyo website, terminal, console, dashboard, application, or mobile application, you are authorizing Keyo to transmit your biometric information to verify your identity in connection with the Products and Services you are using.

We will securely store your biometric information as long as you have an active account with the Company. Your account is considered “active” as long as you have made at least one purchase, accessed a physical space for entry-exit, or identified yourself for security or time and attendance, in lieu of a physical ticket, using Keyo within the prior year. We will keep your biometric information for up to one year after you cancel your account or one year after your last purchase or access using Keyo, whichever is shorter, after which time the Company will permanently destroy your biometric information. If your biometric information has been destroyed, you will need to provide that biometric information to us again when you reactivate your account.

We will never sell, lease, or trade your biometric information with any other party without your request or consent. Please see our Privacy Policy at https://keyo.co/biometric-policy and our Biometric Data Policy at https://keyo.co/privacy-policy.

RESTRICTIONS ON USE

You may not (i) modify, publish, distribute, transmit, systematically download, use automated means to index or extract data from, participate in the transfer or sale or rental of, translate, create derivative works from, frame, co-brand, or in any way exploit any part of the Products and Services other than as specifically permitted in this Agreement, without the Company’s written consent, or (ii) use the Products and Services in any harmful manner or interfere with any party’s use or enjoyment of the Products and Services. You agree to assist us to stop any unauthorized use of the Products and Services.

END USER SUBMISSIONS

A “Submission” means any information, ideas or materials that our End Users provide to us via any upload, input or other submission to the Services. We may remove or refuse Submissions for any reason. While we do not and cannot review every Submission, message or other material posted or sent by End Users of our Products and Services and are not responsible for any content of the Submissions, we reserve the right, but are not obligated, to delete, move, or edit messages or materials, including without limitation profiles and information that we, in our sole discretion, deem to violate the CONDUCT; RESTRICTIONS AND PROHIBITIONS provisions set out above or any other applicable guidelines, or to be otherwise unacceptable. You shall remain solely responsible for Your Information (defined below) and other materials you upload to the Company’s Products and Services. Please also see our Privacy Policy for more information concerning the removal of information from our Products and Services.

You may not post, send, submit, publish, or transmit through any of our Products and Services any material that (i) you do not have the right to post, including proprietary material of any third party, or (ii) 

Without limiting the foregoing responsibilities of the End Users, we reserve the right to monitor anything and everything submitted by you to our Products and Services to ensure that they conform to content guidelines that are monitored by us and subject to change from time to time.

Please also see our Privacy Policy at https://www.keyo.co/privacy-policy and our Biometric Policy at https://www.keyo.co/biometric-policy, which are specifically incorporated into these terms.

YOUR INFORMATION

You understand and agree that all information, including, but not limited to, personal data, personally identifiable data, biometric data, pictures, video, links, addresses, data, functionality and other materials that you or a third party allow, submit, post, obtain, email or transmit (or the like) to our Products and Services (collectively, “Your Information”) is your responsibility and not our responsibility. We do not control Your Information nor do we have any obligation to review, refuse, or remove any other content available via our Products and Services; however, we reserve the right to remove any content, including Your Information, available via our Products and Services at any time. Circumstances under which we may remove Your Information include, but are not limited to, violation of the terms of these Terms of Use, abuse of or on our Products and Services, notification of possible infringement of another’s rights, privacy concerns, compliance with laws and in the assistance of law enforcement.

Except as provided otherwise in our Privacy Policy and Biometric Data Policy, you hereby grant to the Company the royalty-free, perpetual, irrevocable, worldwide, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display, and to incorporate any of Your Information in other works in any form, media, or technology now known or later developed. The Company may use any Submission in its business (including without limitation, for products or advertising) without incurring any liability for royalties or other payment and will not assume any liability as a result of any similarities that may appear in future the Company operations. You represent that you own or otherwise possess all of the rights to Your Information.

Except as specifically reserved by the Company above and subject to our Privacy Policy:

  • You own all of Your Information that appear on our Products and Services.
  • You have control over how and when Your Information are displayed and distributed, except as otherwise provided in these Terms of Use.
  • You are permitted to export or remove Your Information at any time and for any reason.

OUR PROPERTY

Keyo has invested significant resources into the development of the Products and Services and to protect the intellectual property embodied in and associated with them. We own and retain all intellectual property and proprietary information embodied in the Products and Services. Such rights would include, without limitation, all copyrights, know-how, patentable subject matter and trade secrets embodied in or connected with the Products and Services, and all goodwill (trademark, trade dress and related rights) in      them. We are not specifically granting to you any copyright or any other intellectual property rights. Keyo is not granting you any rights to transfer title to or any proprietary or intellectual property rights, or derivative works thereof, or any copyrights, patent rights, or trademarks, embodied or used in connection with our Products and Services.

The Products and Services are protected by intellectual property laws. The Products and Services belong to and are the property of Keyo or our licensors (if any). We retain all ownership rights in the Services. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the Products and Services in whole or in part, by any means, except as we expressly authorize in writing. The logos and other marks that we use from time to time are our trademarks and you may not use them without our prior written permission, except as otherwise set forth in this Agreement. We encourage all customers and partners to comment on the Products and Services, provide suggestions for improving them, and vote on suggestions they like. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the Products and Services, without payment to you.

All other content that is not Your Information or another keyo.co End User’s content that is maintained on our Products and Services (“Our Property”) is owned, controlled or licensed by or to us, and is protected by trade dress, copyright, patent and trademark laws, and other intellectual property and unfair competition laws. Except as expressly provided in these Terms of Use, none of Our Property may be copied, encoded, posted, publicly displayed, reproduced, republished, uploaded, translated, transmitted or distributed in any way to any other computer, server, website or other medium, electronic or otherwise, for publication or distribution or for any commercial enterprise, without our express prior written consent. Likewise, you may not copy, encode, post, publicly display, reproduce, republish, upload, translate, transmit or distribute in any way to any other computer, server, website or other medium, electronic or otherwise, for publication or distribution or for any commercial enterprise, another keyo.co End User’s content without that other End User’s express consent or authorization.

DISASSEMBLY, REVERSE ENGINEERING PROHIBITED

You shall not at any time directly or indirectly, or through any intermediary or third party, attempt to reverse engineer, back engineer, hack, disassemble, dismantle, deconstruct, copy or duplicate the Products or Services, or any portion thereof, or attempt in any way to obtain, secure or realize any ownership interest or claim to any aspect of the Products and Services except as may be authorized by Keyo in writing.

THIRD PARTY TERMS

The Company uses a third party provider and third party platforms, such as Stripe, to facilitate the payments you make using Keyo. To do this, we must create an account for you with our third party providers when you register with Keyo. By registering for an account with Keyo, you are also agreeing to the agreements that are necessary for the third party providers’ participation or integration of services with Keyo’s Products and Services, which includes the third party provider’s own Terms of Service. As a condition of Keyo enabling payment processing services through Stripe, you agree to provide Keyo accurate and complete information about you and your business, and you authorize Keyo to share it and other transaction-related information from your use of the payment processing services provided by Stripe. Further, you agree that any claims concerning your experience using the third party’s services or facilities are governed by their own terms and conditions of service, rules, and policies which may be different from Keyo’s.

SECURITY AND SECURITY VIOLATIONS

If you are an End User who has registered an account, passwords used to access the Products and Services are for individual use only. You are responsible for the security of your own password and for all activities that occur through the use of your account if accessed with your password, including liability for damages resulting from misuse. If you use a password that the Company considers insecure, the Company may require you to change the password or terminate your account.

You may not use any automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Products and Services, or any of Our Property, or in any way reproduce or circumvent the navigational structure or presentation of our Products and Services or any other content on our Products and Services, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through our Products and Services. You may not attempt to gain unauthorized access to any portion or feature of our Products and Services, or any other systems or networks connected to our website or servers, or to any of the Products and Services by hacking or any other illegitimate means.

You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Products and Services or any transaction being conducted through the Products and Services, or with any other End User’s use of the Products and Services. You may not use the Products and Services for any purpose that is unlawful or prohibited by these Terms of Use, or to solicit the performance of any illegal activity or other activity which infringes the rights of the Company or End Users of our Products and Services.

You may not attempt to violate the security of the Products and Services, or use the Products and Services to violate the security of other persons or to violate the law, including by: (i) accessing data not intended for you or logging into an account that you are not authorized to access, (ii) attempting to probe, scan or test the vulnerability of the Products and Services or to breach security or authentication measures, (iii) attempting to interfere with service to any End User, host or network, including without limitation, by submitting a virus to the Products and Services, (iv) sending unsolicited e-mail, (v) forging any TCP/IP packet header or any part of the header information in any e-mail, or (vi) attempting reverse engineer any of the software making up any part of the Products and Services.

The Company will take all reasonably necessary steps to investigate suspected violations of this Agreement. The Company reserves the right to involve and fully cooperate with any law enforcement authorities and comply with court orders requesting or directing the Company to disclose the identity of anyone engaging in conduct that is believed to violate the law. The Company further reserves the right, in its discretion, to release your details to system administrators at other sites in order to assist them in resolving security incidents.

You release the Company from and against any action taken by the Company during or as a result of its investigations and from any actions taken as a consequence of investigations by either the Company or law enforcement authorities.

CANCELLATION

You may cancel your account at any time by sending a request to support@keyo.co. All provisions of these Terms of Use which by their nature should survive cancellation of your account shall survive, including, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

TERMINATION

We may, in our sole discretion, terminate or suspend your access to all or part of the Products and Services at any time, with or without notice, for any reason, including, without limitation, breach of these Terms of Use. Without limiting the generality of the foregoing, any fraudulent, abusive, or otherwise illegal activity, or that may otherwise affect the enjoyment of our Products and Services by others may be grounds for termination of your access and use of all or part of the Company’s Products and Services at our sole and absolute discretion, and you may be referred to appropriate law enforcement agencies.

You understand and agree that we may immediately terminate your right to use our Products and Services without notice to you under certain circumstances, including, but not limited to:

  1. breaches of these Terms of Use or our other policies;
  2. requests by law enforcement, government agencies or court order;
  3. security and technical issues or problems;
  4. non-payment of any fees owed by you;
  5. or extended periods of inactivity.

If we terminate your right to use our Products and Services, you understand and agree that we may delete all of Your Information (and any content associated with you) and that we will not be liable to you or any third party for any termination of your right to access or use our Products and Services or for the deletion of Your Information. Upon termination, we will have no further obligation to grant you any access to or use of our Products and Services.

TERMS APPLICABLE TO ADMINISTRATORS

If you register for one, we will provide you a non-exclusive, non-transferrable right to access a standard Administrator Account. An Administrator Account is an account for you to: (i) monitor certain performance factors concerning your End User(s) and how they use the Products and Services, (ii) maintain End User Data, and (iii) give End User(s) access to use the Products and Services in accordance with this Agreement.

Before an End User can use the Products and Services, they must first be registered with us through your portal (or app or another website as we may designate) using the tools we provide. Despite the aforementioned, we reserve the right in our reasonable discretion to refuse to accept an End User. We may decide to deregister, unenroll and reject an End User if we deem that the user does not fulfill Keyo's minimum requirements at any time after submission, including in circumstances where it was initially accepted. Alternatively, we may decide to do so at the time of your registration submission.

We may engage with an End User directly (i) to complete their registration, (ii) to fulfill or enforce our obligations under an agreement with the End User, (iii) to provide Support, and (iv) to conduct our standard marketing and sales activities with End Users. If and when we engage, we reserve the right to decide how to interact with each End User and may ask for your assistance. You shall facilitate an introduction and give us the End User's name and contact details at our request. If we request, you will facilitate our participation on calls and meetings with you and various End User(s). Where possible, and the prospect is considered registered, accepted and valid for the purposes of this Section, you may provide the Products and Services to End Users and you will ensure that your agreement with the End User incorporates the Program Policies.

You will take all reasonable steps to ensure that End Users do not use the Products or Services in violation of this Agreement. You will immediately notify us in writing if you discover or have reason to believe that any End User is making use of the Products or Services in violation of these terms.

We may require End Users to go through our standard on-boarding training, and if we elect to do so, we may communicate directly with any End User about use of the Products and Services and any Support issues experienced.

If we make a demonstration account available to you, then you will use the account solely for your own education, demonstration and evaluation purposes. You are not permitted to use it for any other purpose. You will not lease, distribute, license, sell or otherwise commercially exploit the demonstration account. You will not use any End User data or Customer Data with the demonstration account. You can only use your own data (data and information that you specifically own) or the synthetic data provided to you for demonstration purposes by Keyo. The Program Policies apply to your use of the demonstration account. We reserve the right to suspend, modify, or discontinue any or all part of the demonstration account at any time without prior notice to you. In the event of a conflict between the terms that apply to the demonstration account as specified in this Agreement and Program Policies, the terms of this Agreement shall control.

The End User retains the right to access and use the End User interface associated with the Products and Services. All ownership and rights in the End User Data shall belong to the End User. We may speak with the End User directly or transfer ownership of any data to the End User if we determine that doing so is essential given the relationship status between you and the End User or the specific circumstances. See Keyo’s Privacy Policy at Privacy Policy (keyo.co) and also Keyo’s Biometric Policy at Biometric Policy (keyo.co).

TERMS APPLICABLE TO DEVELOPERS

If you register as a developer, we will provide you with access to a standard Account, an Administer (or Admin) Account and Developer Tools. A Keyo Account is an account for you to test and develop your Application and is assigned a specific account identification number. We may suspend or terminate your Account at any time with or without notice to you.

Subject to the terms in this Agreement, Keyo grants you a non-exclusive, non-transferable, revocable right, non-sublicensable license, to access and use the standard Developer Tools. By using the Developer Tools, you do not acquire ownership of any rights in them, our intellectual property or proprietary information. We may suspend or terminate your access to the Developer Tools at any time with or without notice.

You must comply with all applicable laws (including laws regarding the import or export of data or software, privacy, and local regulations). Your Application must require your End Users to comply with applicable laws and regulations.

You must comply with the Developer Documentation that we provide to you if you are provided a Keyo Account and the Developer Tools. When using the Developer Tools you must comply with the Developer Documentation. In the event of any conflict between the Developer Documentation and the terms in this Agreement, the terms in this Agreement shall control.

Specific Limitations.   We are free to impose restrictions on the Developer Tools that we see fit. We can also change these restrictions at any time. You will not attempt to bypass the limitations that we impose from time to time. You will not engage in any deceptive, misleading, illegal or unethical activities, or activities that otherwise may be detrimental to the Developer Tools, us, our clients and customers, or the public. You will not copy, reformat, reverse-engineer, or otherwise modify the Developer Tools. You must: (a) only use the images of our trademarks that we provide to you, without altering them in any way; (b) only use our trademarks in connection with the Application; and (c) immediately comply if we ask you to stop using our marks. You must not: (d) use our trademarks in a false or derogatory manner; (e) use our trademarks in a way that implies we endorse, sponsor, or approve of your services or products (unless authorized we authorize you to do so in writing); or (f) use our trademarks in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.

Security.   You will always use and have in place, appropriate administrative, physical, and technical safeguards that (a) meet or exceed industry standards with respect to the sensitivity of the data you are accessing or providing; (b) are compliant with applicable laws and regulations (including data security and privacy laws and regulations). These measures include, but are not limited to API keys, passcodes, passwords, multifactor-     authentication, time codes or other security devices. You will keep all credentials that we issue to you confidential and not make them publicly available or disclose them to third-parties. You will work with us to immediately correct any security deficiency, and will immediately disconnect any intrusions or intruders.

Monitoring.   You agree that we may monitor your use of the Developer Tools in order to ensure quality, security, and the improvement of the Products and Services, as well as to ensure your compliance with these Terms. You agree to help us with this monitoring by providing us with information about your Application, data security and protection practices, and content storage, which may include access to the Application and other materials related to your use of the Developer Tools. If you do not fully comply with these Terms, we may, with or without notice, restrict or terminate your access to the Developer Tools and Keyo Account.

Trademarks and Branding.   You grant us all necessary rights to create and distribute incidental depictions of your Application, such as screenshots, video, or other content, as well as to use your company or product names and logos, in order to promote, market, and demonstrate the Application and associated services. We will not acquire any interest, right, or title in any of your trademarks, copyrights, or content, and you will retain all associated goodwill.

Access Termination.   If your access to either the Developer Tools or Keyo Account is terminated, you will immediately cease using the Products, Services and our trademarks.

IMPORTANT DISCLAIMERS

YOU UNDERSTAND AND AGREE THAT YOU USE KEYO, INC.’S PRODUCTS AND SERVICES AT YOUR OWN RISK. OUR PRODUCTS AND SERVICES ARE PROVIDED ON AN "AS IS" BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NON-INFRINGEMENT, OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

By way of illustration, and without limiting the generality of the disclaimer in the paragraph above, the Company disclaims any warranty that:

The Products and Services will be uninterrupted, error-free, virus-free, harmless, or that defects will be corrected; or

The Content is accurate or free of typographical errors.

YOU ACKNOWLEDGE THAT USE OF OUR PRODUCTS AND SERVICES IS AT YOUR OWN RISK. WE DO NOT REPRESENT OR ENDORSE THE ACCURACY OR RELIABILITY OF ANY END USER PROFILE, ADVICE, OPINION, STATEMENT OR OTHER INFORMATION DISPLAYED, UPLOADED OR DISTRIBUTED THROUGH THE COMPANY’S PRODUCTS AND SERVICES, OUR PARTNERS OR ANY END USER OF OUR PRODUCTS AND SERVICES OR ANY OTHER PERSON OR ENTITY. YOU ACKNOWLEDGE THAT ANY RELIANCE UPON ANY SUCH OPINION, END USER PROFILE, ADVICE, STATEMENT OR INFORMATION SHALL BE AT YOUR SOLE RISK. YOUR CONTINUED USE OF OUR PRODUCTS AND SERVICES NOW OR FOLLOWING THE POSTING OF NOTICE OF ANY CHANGES IN THESE TERMS OF USE, WILL CONSTITUTE A BINDING ACCEPTANCE BY YOU OF THESE TERMS OF USE AND ANY SUBSEQUENT MODIFICATIONS.

YOU HEREBY ACKNOWLEDGE AND AGREE THAT UNDER NO CIRCUMSTANCES WILL KEYO, INC., ITS OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, ASSIGNS AND THIRD PARTY CONTENT PROVIDERS OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS WHATSOEVER CAUSED BY YOUR USE OR RELIANCE ON INFORMATION OBTAINED THROUGH THE CONTENT DISTRIBUTED BY THE COMPANY AS WELL AS ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR INJURY ARISING OUT OF THE USE OR INABILITY TO USE OUR PRODUCTS AND SERVICES OR OUT OF THE BREACH OF ANY WARRANTY, OR CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO AND/OR ALTERATION OF OUR PRODUCTS AND SERVICES, NO MATTER WHETHER SUCH CLAIMS ARE BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER CAUSE OF ACTION, AND REGARDLESS OF WHETHER THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

You are responsible for making all the necessary arrangements to ensure you can access our Products and Services (including, but not limited to Internet provider and mobile internet provider fees and, any other charges associated with such access). We shall not be held responsible for any reduced functionality you may encounter as result of or in connection with accessing our Products and Services through any device, mobile services or any similar service currently known or developed in the future.

By accessing the Company’s Products and Services or agreeing to receive messages or notifications from the Company through your mobile phone and/or any other connected device, you accept that you may incur charges from your internet or mobile service provider. We shall not under any circumstances be liable for such charges.

LIMITATION ON LIABILITY

The Company, its subsidiaries, affiliates, licensors, service providers, content providers, employees, agents, officers, and directors shall not be liable for any incidental, direct, indirect, punitive, actual, consequential, special, exemplary, or other damages, including loss of revenue or income, pain and suffering, emotional distress, or similar damages, even if the Company has been advised of the possibility of such damages.

In no event will the collective liability of the Company and its subsidiaries, affiliates, licensors, service providers, content providers, employees, agents, officers, and directors to any party (regardless of the form of action, whether in contract, tort, or otherwise) exceed the greater of $500 or the amount that you have paid to the Company for the Products and Services during the most recent 12-month period.

INDEMNIFICATION

To the maximum extent permitted by law, you shall indemnify the Company, its subsidiaries, affiliates, licensors, service providers, content providers, employees, agents, officers, and directors from and against all third-party claims, liabilities and expenses, including legal fees and costs, relating to your use of the Products and Services or your breach of any representation contained in or other provision of this Agreement. The Company reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any claim for which you are obligated to provide indemnification under this section. You shall fully cooperate as reasonably required in the defense of any claim.

AMENDMENT

This Agreement constitutes the entire agreement between the parties relating to the subject matter contained herein. The Company may modify this Agreement at any time.

DISPUTE RESOLUTION; WAIVER

IF A DISPUTE ARISES BETWEEN THE PARTIES CONCERNING THE INTERPRETATION OF THIS AGREEMENT OR THE RIGHTS OF THE PARTIES HEREUNDER, THE PARTIES AGREE TO FIRST PARTICIPATE IN ALTERNATIVE DISPUTE RESOLUTION / MEDIATION (“MEDIATION”) AND SHARE EQUALLY IN THE COSTS OF THE MEDIATION. IF THE PARTIES REACH A MUTUALLY AGREEABLE RESOLUTION AT OR IN CONNECTION WITH THE MEDIATION, THEY AGREE TO EXECUTE A FULLY INTEGRATED AND BINDING WRITTEN AGREEMENT SETTING FORTH THE PARTICULARS AND DETAILS CONCERNING THE RESOLUTION OF ISSUES, WHICH AGREEMENT SHALL BE ENFORCEABLE BY A COURT OF COMPETENT JURISDICTION.

IN THE EVENT THE PARTIES ARE UNABLE TO RESOLVE THE DISPUTE IN MEDIATION IT IS HEREBY AGREED THAT THE DISPUTE WILL THEN BE EXCLUSIVELY SETTLED BY ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) UNDER ITS COMMERCIAL ARBITRATION RULES. DISPUTES INVOLVING $75,000 OR LESS SHALL USE THE AAA’S EXPEDITED RULES. THE PARTIES SHALL MUTUALLY AGREE UPON A SINGLE COMMERCIAL ARBITRATOR, AND IN THE ABSENCE OF AGREEMENT, THE AAA SHALL SELECT THE ARBITRATOR. THE PLACE OF ARBITRATION SHALL BE CHICAGO, ILLINOIS. THE PARTIES WILL SHARE EQUALLY IN THE COSTS OF ARBITRATION PAYABLE TO THE AAA, INCLUDING THE ARBITRATOR. THE AWARD OF THE ARBITRATOR WILL BE ACCOMPANIED BY A REASONED OPINION. JUDGMENT ON AN ARBITRATION AWARD MAY BE ENTERED IN ACCORDANCE WITH THE FEDERAL ARBITRATION ACT IN ANY FEDERAL COURT HAVING JURISDICTION.

YOU ACKNOWLEDGE AND AGREE THAT YOU AND THE COMPANY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. FURTHER, UNLESS BOTH YOU AND THE COMPANY OTHERWISE AGREE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF ANY CLASS OR REPRESENTATIVE PROCEEDING.

The parties to this Agreement may, notwithstanding the above, seek equitable relief in any proper court to enjoin a breach or threatened breach of any obligations under this Agreement that might cause irreparable harm (without any requirement to post bond).

MISCELLANEOUS

This Agreement is governed and interpreted pursuant to the laws of the State of Illinois, United States of America, without regard to its choice of law rules. The parties agree that the exclusive venue for any dispute relating to this Agreement will be in, and specifically consent to the personal jurisdiction of, the state and federal courts located in Chicago, Illinois. If any part of this Agreement is unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions. Any notices or other communications permitted or required hereunder will be in writing and given by the Company via e-mail, to the address that you provided when registering for the Products and Services, and will be effective upon transmission.

CONTACT AND FEEDBACK

We welcome and encourage feedback, comments and suggestions for improvements to the Products and Services (“Feedback”). You may submit Feedback by emailing us at support@keyo.co or through the “Help” section of our website.

You may also submit feedback by mail to the following address:

Keyo, Inc.

4039 A N. Ravenswood

Chicago, Illinois 60613

United States of America

You agree that all Feedback will become the sole and exclusive property of the Company and you hereby irrevocably assign to the Company all of your right in and to all Feedback.

CALIFORNIA USERS

If you are a resident of California, you may request additional information or submit claims or complaints regarding the Products and Services by calling the Complaint Assistance Unit of the Division of Consumer Services of California Department of Consumer Affairs at (916) 445-1254;

Or in writing at:

Complaint Assistance Unit

Division of Consumer Services

California Department of Consumer Affairs 1020 N. Street, #501

Sacramento, California 95834

Updated October 2022