TERMS OF USE

Applicable Law; Agreement to Arbitrate

These Terms of Use are governed by the laws of the State of California, U.S.A. without regard to conflicts of laws principles. YOU HEREBY AGREE THAT ANY AND ALL DISPUTES OR CLAIMS THAT MAY ARISE BETWEEN YOU AND KEEP YOUR KEYS SHALL BE RESOLVED EXCLUSIVELY THROUGH FINAL AND BINDING ARBITRATION, RATHER THAN IN COURT, EXCEPT THAT YOU MAY ASSERT CLAIMS IN SMALL CLAIMS COURT IF YOUR CLAIMS QUALIFY. THE FEDERAL ARBITRATION ACT SHALL GOVERN THE INTERPRETATION AND ENFORCEMENT OF THIS PARAGRAPH. YOU AGREE THAT YOU AND KEEP YOUR KEYS MAY BRING CLAIMS AGAINST EACH OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS PART OF ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND KEEP YOUR KEYS AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. FURTHER, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S). THE ARBITRATION WILL BE CONDUCTED BY THE AMERICAN ARBITRATION ASSOCIATION ("AAA") UNDER ITS RULES AND PROCEDURES, AS MODIFIED BY THIS PARAGRAPH. THE AAA'S RULES ARE AVAILABLE AT WWW.ADR.ORG. A FORM FOR INITIATING ARBITRATION PROCEEDINGS IS AVAILABLE ON THE AAA'S WEBSITE AT HTTP://WWW.ADR.ORG. THE ARBITRATION SHALL BE HELD IN ORANGE COUNTY, CALIFORNIA. IF THE VALUE OF THE RELIEF SOUGHT IS $10,000 OR LESS, YOU OR KEEP YOUR KEYS MAY ELECT TO HAVE THE ARBITRATION CONDUCTED BY TELEPHONE OR BASED SOLELY ON WRITTEN SUBMISSIONS, WHICH ELECTION SHALL BE BINDING ON YOU AND KEEP YOUR KEYS SUBJECT TO THE ARBITRATOR'S DISCRETION TO REQUIRE AN IN-PERSON HEARING, IF THE CIRCUMSTANCES WARRANT. ATTENDANCE AT AN IN-PERSON HEARING MAY BE MADE BY TELEPHONE BY YOU AND/OR KEEP YOUR KEYS, UNLESS THE ARBITRATOR REQUIRES OTHERWISE. THE ARBITRATOR'S AWARD SHALL BE FINAL AND BINDING AND JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF. PAYMENT OF ALL FILING, ADMINISTRATION AND ARBITRATOR FEES WILL BE GOVERNED BY THE AAA'S RULES, UNLESS OTHERWISE STATED IN THIS PARAGRAPH. IF A COURT DECIDES THAT ANY PART OF THIS PARAGRAPH IS INVALID OR UNENFORCEABLE, THE OTHER PARTS OF THIS PARAGRAPH SHALL STILL APPLY. ACCESS OR USE OF THE KEEP YOUR KEYS NETWORK IS UNAUTHORIZED IN ANY JURISDICTION THAT DOES NOT GIVE EFFECT TO ALL PROVISIONS OF THESE TERMS AND CONDITIONS, INCLUDING WITHOUT LIMITATION THIS PARAGRAPH.

 

You agree that no joint venture, partnership, employment, or agency relationship exists between you and Keep Your Keys as a result of the Terms of Use or accessing or using the Keep Your Keys Network. Keep Your Key’s performance under the Terms of Use is subject to existing laws and legal process, and nothing contained in the Terms of Use is in derogation of Keep Your Keys’s right to comply with governmental, court and law enforcement requests or requirements relating to your access or use of the Keep Your Keys Network or information provided to or gathered by Keep Your Keys with respect to such use.

 

Interpretation of the Terms of Use

 

If any part of the Terms of Use is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations contained herein, 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 the Terms of Use shall continue in effect. Unless otherwise specified herein (or in any other definitive written agreement between you and Keep Your Keys), the Terms of Use constitutes the entire agreement between you and Keep Your Keys with respect to the Keep Your Keys Network and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Keep Your Keys with respect to the Keep Your Keys Network. A printed version of the Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Disclaimer of Warranties

YOU EXPRESSLY UNDERSTAND AND AGREE THAT: YOUR USE OF AND RELIANCE UPON ANY AND ALL OF THE KEEP YOUR KEYS NETWORK, SERVICES AND/OR CONTENT IS AT YOUR SOLE RISK AND IS MADE AVAILABLE ON AN “AS IS” AND “AS AVAILABLE” BASIS. KEEP YOUR KEYS MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES, OR GUARANTEES WITH REGARD TO THE APPROPRIATENESS, ACCURACY, SUFFICIENCY, CORRECTNESS, VERACITY, VALUE, COMPLETENESS, OR TIMELINESS OF THE KEEP YOUR KEYS NETWORK, SERVICES AND/OR CONTENT. KEEP YOUR KEYS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

Indemnification

 

YOU AGREE TO INDEMNIFY AND HOLD KEEP YOUR KEYS, ITS THIRD-PARTY VENDORS, CORPORATE AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS HARMLESS FROM ANY AND ALL CLAIMS AND DEMANDS, INCLUDING, BUT NOT LIMITED TO REASONABLE ATTORNEYS’ FEES, MADE BY ANY THIRD-PARTY DUE TO OR ARISING OUT OF ANY CONTENT, SUBMITTED, POSTED, OR OTHERWISE PROVIDED BY YOU TO THE KEEP YOUR KEYS NETWORK AND/OR KEEP YOUR KEYS AND/OR ITS THIRD PARTY ADVERTISERS AND ANY BREACH BY YOU OR YOUR AFFILIATES, EMPLOYEES, AGENTS AND REPRESENTATIVES OF THESE TERMS OF USE.

Limitation of Liability

 

IN NO EVENT SHALL KEEP YOUR KEYS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE KEEP YOUR KEYS NETWORK, WITH THE DELAY OR INABILITY TO ACCESS OR USE THE KEEP YOUR KEYS NETWORK OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY CONTENT, SOFTWARE, PRODUCTS AND SERVICES MADE AVAILABLE OR OBTAINED THROUGH THE KEEP YOUR KEYS NETWORK, OR OTHERWISE ARISING OUT OF THE USE OF THE KEEP YOUR KEYS NETWORK, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF KEEP YOUR KEYS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. ANY SERVICES OR CONTENT MADE AVAILABLE OR OBTAINED THROUGH THE USE OF THE KEEP YOUR KEYS NETWORK, AND ALL OTHER USE OF THE KEEP YOUR KEYS NETWORK, IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS THEREFROM.

IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE KEEP YOUR KEYS NETWORK, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE KEEP YOUR KEYS NETWORK.