PLEASE READ THESE TERMS AND CONDITIONS. BY USING OUR SERVICE YOU AUTOMATICALLY AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS.

SOFTWARE AS A SERVICE TERMS AND CONDITIONS

1. GOVERNING TERMS AND CONDITIONS: 

a. These Terms and Conditions shall be applicable to all Services, Licenses, offers, order acknowledgements, purchase orders, invoices and deliveries by KeyNest Services Ltd., a corporation duly formed and existing under the laws of the United Kingdom, with offices located at 2.02 Food Exchange, New Covent Garden Market, London SW8 5EL, UK (“Provider”) to the Customer named in any account created by You with Provider (“Customer”/”You”/”Your”), for the referenced Services. References herein to “the Agreement” relate to any sales, service or software contracts, offers, order acknowledgements, purchase orders, confirmations, invoices and deliveries (as applicable) to which these Terms and Conditions apply.  

b. Provider hereby expressly rejects and refuses any general or specific purchase conditions or any additional or inconsistent terms or conditions offered by Customer at any time and irrespective of Provider’s acceptance of payment, delivery of Collection Codes or keyfobs, performance hereunder, or receipt or acknowledgement of receipt of any such conditions.  No other agreements or general conditions shall be applicable or shall set aside these Terms and Conditions unless expressly agreed to in writing by an authorised officer of Provider. Customer represents that Customer has received and accepted these Terms and Conditions prior to or simultaneously with creation of Your KeyNest account to which these Terms and Conditions relate and Your acceptance of Collection Codes or other Services shall constitute confirmation of such acceptance of these Terms and Conditions.   Unless otherwise agreed in a writing signed by an authorised officer of Customer, these Terms and Conditions contain the complete and exclusive agreement between Customer and Provider concerning the Services and merges and supersedes all prior understandings and representations (oral or written) between the Parties concerning any agreement to which they relate.

2. BACKGROUND

a.    We own and operate the website KeyNest.com (including its sub-domain secure.KeyNest.com) (“KeyNest”) and the KeyNest App for iOS and Android.

b.    We are an online platform and App where You can generate an access code for Your keys, called a “Drop-Off Code”, allowing You to store Your keys at one of our KeyNest supported third party locations (“Locations”).  We also generate a Collection Code, further allowing You or someone designated by You to collect the keys from the third-party location by providing the Location with Your Collection Code. Please note that for security reasons and due to the nature of our services we do not take the full address of any of Your properties when registering Your Account.

c.    This agreement applies as between a user of KeyNest (“You”/ “Your”) and us.

3. FORMATION OF AGREEMENT

a.    Your agreement to comply with and be bound by these terms and conditions (“Terms”) is deemed to occur when You first submit information to us open a KeyNest Account (“Account”).

b.    If You do not agree to be bound by these Terms, You should stop using KeyNest immediately.

c.    No part of KeyNest is intended to constitute a contractual offer capable of acceptance. An order made by You through Your Account constitutes a contractual offer to us and our acceptance of that offer is deemed to occur upon dispatch of Your Registration code (“Registration Code”) or Collection Code.

d.    We reserve the right to change KeyNest, its content or these Terms at any time.  You will be bound by any changes to the Terms from the first time You use KeyNest following the changes.  If we are required to make any changes to Terms by law, these changes will apply automatically to any orders currently pending in addition to any orders placed by You in the future.

4.  DEFINITIONS.

a.  ”Aggregated Statistics” means data and information related to Customer’s use of the Services that is used by Provider in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.

b.  “App”: means Provider’s mobile application for iOS and Android, published under the name “KeyNest”.

c.  ”Customer Data” means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Services.

d.  ”Documentation” means Provider’s website, the App, Drop off and Collection Codes, email communications, invoices, and all other information provided by us to You. 

e. “Keyfob” means an RFID fob that may be attached to your keys when you first drop them off at a Location

f.  “Location” means any third party store, shop, locker or similar location which has agreed to be advertised on the KeyNest website for the purposes of acceptance, storage and providing of your keys.

g.  ”Provider IP” means the Services and any and all intellectual property provided to Customer or made available for Customer’s use or benefit in connection with the foregoing. For the avoidance of doubt, Provider IP includes Aggregated Statistics and any information, data, or other content derived from Provider’s monitoring of Customer’s access to or use of the Services, but does not include Customer Data.

h.   ”Services” mean and is strictly limited to Software as a Service, including the KeyNest.com website, the App, the Documentation, the License and all operations, information and services provided as part of this Software as a Service, including provision of Drop off Codes, Collection Codes, Locations, instructions and Customer Support.  THE SERVICES DO NOT INCLUDE ANY OPERATIONS OF OR SERVICES BY LOCATIONS, WHICH SERVICES ARE ENTIRELY WITHIN THE CONTROL OF AND OPERATED BY LOCATIONS. CUSTOMER AGREES THAT, IN ACCORDANCE WITH THIS SECTION AND SECTIONS 7 AND 11, PROVIDER MAKES NO WARRANTIES AND SHALL BEAR NO RESPONSIBILITY OR LIABILITY FOR ACTS OR OMISSIONS OF LOCATIONS OR ANY INJURY, DAMAGE OR LOSS CAUSED BY, RELATED TO OR ARISING FROM ACTS OR OMISSIONS OF LOCATIONS, IT BEING FURTHER UNDERSTOOD THAT CUSTOMER SOLELY AND EXCLUSIVELY ASSUMES THE RISK THEREOF.  The Services DO NOT INCLUDE provision or maintenance of the keyfob which, as further detailed in Sections 6.c.6 and 7, will be provided to You by the Location.

i.  “Subscription” means an advance payment for the features advertised in Provider’s https://keynest.com/us/home#us-home-pricing page under the plans “yearly” and “monthly” . 

5.  ACCESS AND USE.

a.    Provision of Access. Subject to and conditioned on Customer’s payment of Fees and compliance with all the terms and conditions of this Agreement, Provider hereby grants Customer a non-exclusive, non-transferable (except in compliance with Section 15(g)) right to access and use the Services during the Term, in accordance with the terms and conditions herein. Such use is limited to Customer’s internal use. Provider shall provide to Customer the necessary passwords and network links or connections to allow Customer to access the Services.

b.  Documentation License. Subject to the terms and conditions contained in this Agreement, Provider hereby grants to Customer a non-exclusive, non-sublicenseable, non-transferable (except in compliance with Section 12(g)) license to use the Documentation during the Term solely for Customer’s internal business purposes in connection with its use of the Services. 

c.  Use Restrictions. Customer shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, to: (i) copy, modify, or create derivative works of the Services, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services; or (v) use the 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.

d.  Reservation of Rights. Provider reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Provider IP.  Provider reserves the right, at any time and without notice, to make any changes to our Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the services. In such circumstances we shall not notify You.

e.   Suspension. Notwithstanding anything to the contrary in this Agreement, Provider may temporarily suspend Customer’s access to any portion or all of the Services if: (i) Provider reasonably determines that (A) there is a threat or attack on any of the Provider IP; (B) Customer’s use of the Provider IP disrupts or poses a security risk to the Provider IP or to any other customer or vendor of Provider; (C) Customer is using the Provider IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Provider’s provision of the Services to Customer is prohibited by applicable law; (ii) any vendor of Provider has suspended or terminated Provider’s access to or use of any third-party services or products required to enable Customer to access the Services; or, (iii) any failure in payment or attempted payment under Section 8. Provider shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. Provider shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Provider will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer may incur as a result of a Service Suspension.

f.   Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Provider may monitor Customer’s use of the Services and collect and compile Aggregated Statistics. As between Provider and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Provider. Customer acknowledges that Provider may compile Aggregated Statistics based on Customer Data input into the Services. Customer agrees that Provider may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Customer or Customer’s Confidential Information.

6.  CUSTOMER WARRANTIES AND RESPONSIBILITIES.

a.   Warranties:  To use KeyNest You are required to create an Account which will contain certain details.  By continuing to use KeyNest and upon creating an Account You represent and warrant that: 

(i) You are over 16 years old; 

(ii) all information You submit is complete, accurate and truthful, and that You will keep this information accurate, up-to-date and will provide whatever information we reasonably require in order to issue to You Collection Codes; 

(iiI) You have permission to submit such information where permission may be required; 

(iv)  at all times, You will exercise Your best efforts to keep Your keys safely, including at any time while they are at a Location, (this includes ensuring that Your keys are free of any unique identifiers, including but not limited to, keyrings, attachments, markings and colours). You are aware that there is a risk that Your keys, Your property and You or the occupant of Your property may be at risk of theft, damage or injury (or similar) as a result of using the service and that Provider is not responsible in any manner or to any extent for any such risks or losses related to, arising from or caused by such risk.

(v)  You will keep the details of Your Collection Code secure and confidential;

(vi) You have all necessary permission for any third-party material or information that You submit to us. You warrant that such permission includes the supply of such material to us and You shall indemnify us and hold us harmless for any claim or alleged claim that material or information supplied by You to us infringes the intellectual property or other rights of any third party.

b.  General Responsibilities. Customer is solely responsible and liable for all uses of the Services resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is solely responsible for all acts and omissions of anyone to whom Customer provides Collection Codes, the Keyfob or any other information, documentation or device that facilitates use of the Services and which would constitute a breach of this Agreement if taken by Customer; and any such breach will be deemed a breach by Customer. Customer shall use reasonable efforts to make all persons to whom Customer provides Collection Codes, the Keyfob or any other information, documentation or device that facilitates use of the Services is aware of this Agreement’s provisions as applicable to such person and any such person to comply with such provisions. Sharing of Accounts is not permitted unless Provider so authorises expressly in writing.

c.   Specific responsibilities. Without limiting the generality of the foregoing, Customer is further solely responsible to comply with the following:  

1. You are required to keep Your Account details confidential and must not reveal Your username and password to anyone. If You use a shared computer, You must not save Your Account details in Your internet browser.

2. If You have reason to believe that Your Account details have been obtained by another without consent, You must contact us immediately to suspend Your Account.  Please be aware that due to the instantaneous nature of the Collection Code delivery, pending or completed purchases cannot be cancelled.

3. When choosing Your username You are required to adhere to these Terms.  Any failure to do so could result in the suspension and/or deletion of Your Account.

4. To be able to store Your keys at a Location You will first need to register the specific keys with us through Your Account.

5. You will be able to assign a name to Your keys.  For cybersecurity reasons You must not use any details which may uniquely identify Your keys and their use (e.g. Your exact address etc.)

6. Once You receive Your Registration Code You will be able to take Your keys to the selected Location. On Your initial drop off for the keys at the Location KeyNest fob will be attached to Your keys.  You are at all times responsible for ensuring that You select the correct Location and You shall bear sole liability for any loss, damage or injury suffered by any person as a result of, related to or arising from Your provision of an incorrect Location.  

7. Provider does not provide the keyfob. The keyfob will be gifted to You by the Location and owned by You at all times thereafter. Upon Registration it will become and remain Your responsibility to keep the keyfob in a good condition.  

8. For security reasons You must not have any identifying objects or marks on Your keys (e.g. keyrings etc). This includes any name allocated to the keys or unique identifiers being on the keys including but not limited to keytags, attachments, markings and colours.

9. It is Your sole responsibility to disclose the details of the Collection Code accurately and You solely and exclusively bear the risk in the event that such information is inaccurate.

Collection codes

10. The keys must be stored at the same location that You have selected on KeyNest.  We are not responsible if You or someone who has Your keys takes Your keys to the wrong location.  You are responsible for ensuring that the correct location is identified and selected prior to placing an order for a Collection Code.  You must ensure that the key(s) is dropped at the correct Location which matches the Location on the Collection Code

11. At all times You remain solely responsible and liable for any loss, damage or injury suffered by anyone or any property caused by, related to or arising from Your provision of Collection Code(s) or access to Your keys or any property to any third person. You must take appropriate precautions and follow appropriate safety guidelines. Disclosure of Your Collection Code to anyone is done so at Your sole and exclusive risk.

d.   Release of keys

The Location has agreed to release Your key(s) to anyone who provides them with Your Collection Code (regardless of whether that is You, a third party selected by You and provided with Your Collection Code, or any other person in possession of Your Collection Code, whether or not authorised by You). Such process may be amended from time to time.

1. We are not in any manner or to any extent responsible for the storage of Your keys at the Locations which are at all times administered and run by third parties.

2. If performance of our obligations under the Contract is prevented or delayed by any act or omission by You or failure by You to perform any relevant obligation (“Default”):

(i).    We shall, without limiting our other rights or remedies, have the right to suspend performance of the services until You remedy the Default, and to rely on the Default to relieve us from the performance of any of our obligations to the extent the Default prevents or delays our performance of any of our obligations;

(ii).    We shall not be liable for any costs or losses sustained or incurred by You arising directly or indirectly from our failure or delay to perform any of our obligations; and

(iii).    You shall reimburse us on written demand for any costs or losses sustained or incurred by us arising directly or indirectly from the Default.

7.  SERVICE LEVELS AND SUPPORT.

a. Provider Services

(i)  At all times the only service we provide to You is the automatic generation of a unique access code, the Collection Code (and where applicable, also its corresponding Drop off code) through which KeyNest can be used to enable access to Your keys from a third-party location.

(ii)  We do not represent or warrant that all services will be available.

(iii)  You accept and agree that we have no liability in respect of any loss, damage or injury suffered as a result of, relating to or arising from any disclosure of Your Collection Code, access to or use of Your keys.

(iv)  When using our Services You assume all risk caused by, related to or arising from use or misuse of Your keys and the Services by any person or third party.

(v)  While every effort has been made to ensure that all descriptions of services offered by KeyNest correspond to our actual Services, we are not responsible for any variations from these descriptions.

(vi)  Any images, descriptive matter or advertising supplied by us and any descriptions or illustrations contained on KeyNest are for the sole purpose of giving an approximate idea of our services described in them. They shall not form part of an agreement or have any contractual force.

B. Locations Services

(i)  Storage of Your keys at a Location is subject to availability. If a selected location has reached its capacity for the storage of keys, they are not obliged to take receipt of Your key(s).

(ii)  The Location reserves its right to refuse to accept any key at any time.

(iii)  We are not at any time responsible, and shall bear no liability for, any act or omission of any Location including without limitation it being open at a specific time or on a specific day, or with regard to any alleged or actual negligent or wilful misconduct by any Location. We make reasonable efforts to keep KeyNest up to date with standard opening times of the Locations, but the opening times of the Locations are beyond our control.

C.  Customer Support

Provider may in its sole discretion from time to time provide support by telephone, which may be available 24 hours a day/seven days a week, but which availability we do not warrant or guaranty.  Provider may, in its sole discretion accept questions or requests for assistance by email. We make commercially reasonable efforts to assist customers with their questions or issues, but do not warrant or guaranty availability or an outcome satisfactory to Customer’s wishes.

8.  FEES AND PAYMENT.

    (a)  All Subscriptions are based upon pre-paid-in-full and cleared funds.  Payment for a Collection Code must be completed before we provide You with a Collection Code. Unless otherwise agreed in a separate written agreement signed by both parties, no service, product or subscription shall be provided by Provider on credit terms.  

(i) Any price advertised or quotation given by us shall not constitute an offer. All pricing information on KeyNest is correct at the time of going online.  We reserve the right to change prices and alter or remove any special offers from time to time and as necessary. All pricing information is reviewed and updated periodically. 

(ii)   In the event that prices are changed during the period between an order being placed for a Collection Code and us processing that order and taking payment, You will be contacted prior to Your order being processed with details of the new price.

(iii) Refunds.       All purchases of Collection Codes are final and all fees non-refundable. Collection Codes are only available for instant download and are valid immediately. When purchasing a Collection Code You confirm that You understand that the contract cannot be cancelled. We will only make a refund of a Collection Code fee in our sole, exclusive and absolute discretion.

(iv) Declined Orders. If we, for any reason, do not accept Your order for a Collection Code, in normal circumstances no payment shall be taken.  If payment has however been taken for a declined order, any sums paid by You in relation to such order will be refunded by us within 14 calendar days.

    (b)  Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Provider’s income.

9.  CONFIDENTIAL INFORMATION. From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, and whether or not marked, designated or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party’s rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law. All information held by Company relating to Collection Codes, key fobs and property addresses shall be treated by Provider as Confidential Information.

10.  INTELLECTUAL PROPERTY OWNERSHIP; FEEDBACK.

a.  Provider IP. Customer acknowledges that, as between Customer and Provider, Provider owns all right, title, and interest, including all intellectual property rights, in and to the Provider IP.

b.  Customer Data. Provider acknowledges that, as between Provider and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to Provider a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Provider to provide the Services to Customer , and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Aggregated Statistics.

c.  Feedback. If Customer or any of its employees or contractors sends or transmits any communications or materials to Provider by mail, email, telephone, or otherwise, suggesting or recommending changes to the Provider IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (”Feedback”), Provider is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns to Provider on Customer’s behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Provider is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Provider is not required to use any Feedback.

11.  WARRANTY DISCLAIMER. 

a.  THE PROVIDER IP, THE SERVICE AND KEYNEST WEBSITE ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND PROVIDER HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE PROVIDER IP, OR ANY PRODUCTS,  THE LOCATIONS, THE KEYNEST WEBSITE, SERVICES OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, BE AVAILABLE, BE FREE OF DEFECT, FAULT OR INNACURACY, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

12.  INDEMNIFICATION.

Customer Indemnification. Customer shall indemnify, hold harmless, and, at Provider’s option, defend Provider from and against any Losses resulting from any Third-Party Claim that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party’s intellectual property rights [and any Third-Party Claims based on Customer’s or any Authorized User’s (i) negligence or willful misconduct, including any misuse of a Collection Code; (ii) use of the Services in a manner not authorized by this Agreement[; (iii) use of the Services in combination with data, software, hardware, equipment or technology not provided by Provider or authorized by Provider in writing; or (iv) modifications to the Services not made by Provider]], provided that Customer may not settle any Third-Party Claim against Provider unless Provider consents to such settlement, and further provided that Provider will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.

13.  LIMITATIONS OF LIABILITY. IN NO EVENT WILL PROVIDER BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL PROVIDER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED [NUMBER] TIMES THE TOTAL AMOUNTS PAID [AND AMOUNTS ACCRUED BUT NOT YET PAID] TO PROVIDER UNDER THIS AGREEMENT IN THE THIRTY (30) DAYS PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR ONE HUNDRED US DOLLARS ($100) WHICHEVER IS LESS.

THIS SECTION 13 SETS FORTH CUSTOMER’S SOLE REMEDIES AND PROVIDER’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. IN NO EVENT WILL PROVIDER’S LIABILITY UNDER THIS SECTION 13 EXCEED ONE HUNDRED US DOLLARS ($100).

14.  TERM AND TERMINATION.

a.  Term. The term of this Agreement is the Subscription period and, unless terminated earlier pursuant to any of the Agreement’s express provisions, will continue in effect for the period of the Subscription as same may be renewed from time to time by Customer.  

 b.  Termination. In addition to any other express termination right set forth in this Agreement:

(i)  Provider may terminate this Agreement, effective on written notice to Customer, if Customer: (A) fails to pay any amount when due hereunder, and such failure continues more than five (5) days after Provider’s delivery of written notice thereof; (B) breaches any of its obligations, representations or warranties under this Agreement; (C) uses the Services in a manner which Provider reasonably believes to be in breach of any of these terms; (D) if a third party threatens suit against Provider based upon Customer’s use of the Service; or, (E) challenges, disputes or otherwise acts or makes statements to any person inconsistent with Provider’s ownership of the Service and all intellectual property associated therewith.

(ii) Either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured within five (5) days after the non-breaching Party provides the breaching Party with written notice of such breach.

(iii)  Either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

(iv)  Provider may without cause and without notice terminate Customer’s Subscription, close Customer’s Account and prohibit Customer’s use of the Services, provided only and exclusively that Provider shall refund all amounts paid by Customer in respect of any future subscription period. If we terminate Your Account, any current or pending orders or payments on Your Account will be cancelled and provision of services will not commence.  We reserve the right to cancel orders or payments without stating reasons, for any reason prior to processing payment or commencing provision of Services. If You terminate Your Account, any non-completed orders or payments will be cancelled. Any refunds under this clause will be at our discretion.

c.  Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of the Service and, without limiting Customer’s obligations under Section 9, Customer shall delete, destroy, or return all copies of the Provider IP and certify in writing to the Provider that the Provider IP has been deleted or destroyed. No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination, or entitle Customer to any refund.

d.  Survival. All terms of this Agreement that must survive termination or expiration of this Agreement in order to be given effect shall survive termination or expiration of this Agreement, including but not limited to Sections 9 – 15 inclusive.

e.  In order to terminate your account, you must follow the specified procedure. Keys associated with your account must be collected, either by yourself or a third party of your choosing. Additionally, any and all pending invoices must be cleared. The account closure can be requested by sending an email to support@keynest.com from the email address associated with the account. The closure process will only be initiated once keys are collected, and pending invoices are settled, as outlined in this clause.

f. In the event of subscription cancellation, if keys are still in store or the customer continues to use the service, pay-as-you-go charges will apply. Such charges will be incurred for the continued use of services beyond the subscription termination date until the service usage is discontinued, and the keys are collected.

g. Customers are required to personally collect and dispose of their keys or make arrangements for this to be carried out by a party of their choosing. Key disposal through our service is not permitted.

15.  MISCELLANEOUS.

a.  Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing and addressed to the email of the Parties (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices to KeyNest must be delivered email (with confirmation of transmission) at support@KeyNest.com. Except as otherwise provided in this Agreement, a Notice is effective only if the Party giving the Notice has complied with the requirements of this Section.

b.  Force Majeure. In no event shall [Provider/either Party] be liable to [Customer/the other Party], or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement [(except for any obligations to make payments)], if and to the extent such failure or delay is caused by any circumstances beyond [Provider’s/such Party’s] reasonable control, including but not limited to ISP equipment failure, host equipment failure, communications equipment failure, power failure, acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.

c.  Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

d.  Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

e.  Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of New York. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of New York in each case located in the city of New York and County of New York, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

f.  Assignment. Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Provider[, which consent shall not be unreasonably withheld, conditioned, or delayed]. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.

g.  Waiver of Jury Trial.  Each party hereto hereby irrevocably and unconditionally waives the right to a trial by jury in any action, suit, counterclaim or other proceeding (whether based on contract, tort or otherwise) arising out of, connected with or relating to this Agreement, the transactions contemplated hereby, or the actions of the Parties in the negotiation, administration, performance or enforcement hereof.

h.  Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 6 or, in the case of Customer, Section 2(c), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.

i.  No Third Party Rights.  Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

END OF TERMS AND CONDITIONS

PRIVACY POLICY

 BACKGROUND

1. We are committed to protecting and respecting your privacy.

2. This policy (together with our Terms and any other documents referred to on it) sets out the basis on which any personal data we collect from you, or that you provide to us, will be processed by us.  This policy uses the same definitions as set out in our Terms.

3. Please read the following carefully to understand our views and practices regarding your personal data and how we will treat it. By visiting KeyNest you are accepting and consenting to the practices described in this policy.

4. For the purpose of the Data Protection Act 1998 (the Act), the data controller is KeyNest Services Limited of 2 Lakeside Drive, First Central 200, NW10 7FQ London.

5. Our nominated representatives for the purpose of the Act are Marc Figueras and Florian Hoven.

INFORMATION WE MAY COLLECT FROM YOU

6. We may collect and process the following data about you:

Information you give us. You may give us information about you by subscribing for a Corporate Account on KeyNest (our site), by submitting content to us and by corresponding with us by phone, e-mail or otherwise. This includes information you provide when you register to use KeyNest, order a First-time drop-off Code or Collection Code, and when you report a problem with KeyNest. The information you give us may include your name, parts of your address, e-mail address and phone number. We do not obtain any financial or credit card information.

Information we collect about you. With regard to each of your visits to our site we may automatically collect the following information:

I. technical information, including the Internet Protocol (IP) address used to connect your computer to the Internet, your login information, browser type and version, time zone setting, browser plug-in types and versions, operating system and platform;

II. information about your visit, including the full Uniform Resource Locators (URL) clickstream to, through and from our site (including date and time); products you viewed or searched for; page response times, download errors, length of visits to certain pages, page interaction information (such as scrolling, clicks, and mouse-overs), and methods used to browse away from the page and any phone number used to call our customer service number.

Information we receive from other sources. We may receive information about you if you use any of the other websites we operate or the other services we provide. In this case we will have informed you when we collected that data that it may be shared internally and combined with data collected on this site. We are also working closely with third parties (including, for example, business partners, sub-contractors in technical, payment and delivery services, advertising networks, analytics providers, search information providers, credit reference agencies) and may receive information about you from them.

The types of information described above can be classified into the following categories:

Identity Details; which includes your first name, surname, or similar identifiers.

Contact Details; which includes your email addresses and telephone numbers.

Technical Data; which includes your login data, browser type and version, time zone setting and location.

Profile Details; which includes your username and password.

Usage Data; which includes information about how you use our website, products and services.

Marketing and Communications Data; which includes your preferences in receiving marketing from us and your communication preferences.

A table describing how we plan to use your personal data and the legal basis we rely on to do so is exhibited below. We have also identified what our legitimate interests are where appropriate.

COOKIES

7. Our site uses cookies to distinguish you from other users of our site. This helps us to provide you with a good experience when you browse our site and also allows us to improve our site.

USES MADE OF THE INFORMATION

8. We use information held about you in the following ways:

a.    Information you give to us. We will use this information:

●       to carry out our services;

●       to provide you with information about other services we offer that are similar to those that you have already purchased or enquired about;

●       to provide you, or permit selected third parties to provide you, with information about goods or services we feel may interest you. If you are an existing customer, we will only contact you by electronic means (e-mail or SMS) with information similar to what you have previously purchased. If you are a new customer, and where we permit selected third parties to use your data, we (or they) will contact you by electronic means only if you have consented to this. If you do not want us to use your data in this way, or to pass your details on to third parties for marketing purposes, please tick the relevant box situated on the form on which we collect your data;

●       to notify you about changes to our service; and

●       to ensure that content from our site is presented in the most effective manner for you and for your computer.

b.    Information we collect about you. We will use this information:

●       to administer KeyNest and for internal operations, including troubleshooting, data analysis, testing, research, statistical and survey purposes;

●       to improve KeyNest to ensure that content is presented in the most effective manner for you and for your computer;

●       to allow you to participate in interactive features of KeyNest, when you choose to do so;

●       as part of our efforts to keep KeyNest safe and secure;

●       to measure or understand the effectiveness of advertising we serve to you and others, and to deliver relevant advertising to you; and

●       to make suggestions and recommendations to you and other users of our site about goods or services that may interest you or them.

c.      Information we receive from other sources. We may combine this information with information you give to us and information we collect about you. We may use this information and the combined information for the purposes set out above (depending on the types of information we receive).

INFORMATION ABOUT OUR USE OF COOKIES

9. KeyNest uses cookies to distinguish you from other users of KeyNest. This helps us to provide you with a good experience when you browse KeyNest and also allows us to improve KeyNest. By continuing to browse the site, you are agreeing to our use of cookies.

10. A cookie is a small file of letters and numbers that we store on your browser or the hard drive of your computer if you agree. Cookies contain information that is transferred to your computer's hard drive.

11. We use the following cookies:

a.    Strictly necessary cookies. These are cookies that are required for the operation of KeyNest. They include, for example, cookies that enable you to log into secure areas of KeyNest, use a shopping cart or make use of e-billing services.

b.    Analytical/performance cookies. They allow us to recognise and count the number of visitors and to see how visitors move around KeyNest when they are using it. This helps us to improve the way KeyNest works, for example, by ensuring that users are finding what they are looking for easily.

c.    Functionality cookies. These are used to recognise you when you return to KeyNest. This enables us to personalise our content for you, greet you by name and remember your preferences (for example, your choice of language or region).

d.    Targeting cookies. These cookies record your visit to KeyNest, the pages you have visited and the links you have followed. We will use this information to make KeyNest and the advertising displayed on it more relevant to your interests. We may also share this information with third parties for this purpose.

12. You can find more information about the individual cookies we use and the purposes for which we use them in the table below:

13. Please note that third parties (including, for example, advertising networks and providers of external services like web traffic analysis services) may also use cookies, over which we have no control including without limitation WIX cookies which may be integrated into our site. These cookies are likely to be analytical/performance cookies or targeting cookies.

14. You can block cookies by activating the setting on your browser that allows you to refuse the setting of all or some cookies. However, if you use your browser settings to block all cookies (including essential cookies) you may not be able to access all or parts of KeyNest.

DISCLOSURE OF YOUR INFORMATION

15. We may share your information with selected third parties including:

a. Business partners, suppliers and sub-contractors for the performance of any contract we enter into with them or you;

b. Advertisers and advertising networks that require the data to select and serve relevant adverts to you and others.  We do not disclose information about identifiable individuals to our advertisers, but we may provide them with aggregate information about our users (for example, we may inform them that 100 new businesses have clicked on their advertisement on any given day). We may also use such aggregate information to help advertisers reach the kind of audience they want to target (for example, locations in SW1). We may make use of the personal data we have collected from you to enable us to comply with our advertisers' wishes by displaying their advertisement to that target audience;

c. Analytics and search engine providers that assist us in the improvement and optimisation of our site;

d. We may disclose your personal information to third parties;

e. In the event that we sell or buy any business or assets, in which case we may disclose your personal data to the prospective seller or buyer of such business or assets;

f. If our company or substantially all of our assets are acquired by a third party, in which case personal data held by it about its customers will be one of the transferred assets; and

g. If we are under a duty to disclose or share your personal data in order to comply with any legal obligation, or in order to enforce or apply our terms of use; or to protect our rights, property, or safety or that of our customers, or others. This includes exchanging information with other companies and organisations for the purposes of fraud protection and credit risk reduction.

WHERE WE STORE YOUR PERSONAL DATA

16. The data that we collect from you may be transferred to, and stored at, a destination outside the European Economic Area ("EEA"). It may also be processed by staff operating outside the EEA who work for us or for one of our suppliers. Such staff may be engaged in, among other things, the fulfilment of your order, the processing of your payment details and the provision of support services. By submitting your personal data, you agree to this transfer, storing or processing. We will take all steps reasonably necessary to ensure that your data is treated securely and in accordance with this privacy policy.

17. All information you provide to us is stored on our secure servers. Any payment transactions will be operated through a third party. Where we have given you (or where you have chosen) a password which enables you to access certain parts of our site, you are responsible for keeping this password confidential. We ask you not to share a password with anyone.

18. Unfortunately, the transmission of information via the internet is not completely secure. Although we will do our best to protect your personal data, we cannot guarantee the security of your data transmitted to our site; any transmission is at your own risk. Once we have received your information, we will use strict procedures and security features to try to prevent unauthorised access.

YOUR RIGHTS

You may exercise any of the rights described in this section by sending an email to support@keynest.com. Please note that we may ask you to verify your identity before taking further action on your request.

19. Managing Your Information & Rectification of Inaccurate or Incomplete Information.

You may access and update some of your personal data through your profile settings.  You may also contact KeyNest to correct any type of information that we hold about you.

20.  Data Portability.

You may request copies of any personal data that we retain in open formats such as CSV and XML files.

21. Data Retention and Erasure.

We generally hold your personal data for the length of time that is essential for the execution of the contract between you and us.  If you no longer want to use the KeyNest platform, you can terminate your KeyNest account at any time. We will erase your personal information and any type of data associated to your account.

22. Withdrawing Consent and Restriction and Objection of Processing.

You may ask KeyNest to cease processing your personal data for direct marketing or for certain specific purposes (including profiling) by sending an e-mail to support@keynest.com.

23. Complaints

If you have any concerns regarding how we process your data, you may raise a complaint by sending an e-mail to support@keynest.com and we will cease processing your personal data. Moreover, you have the right to lodge a complaint with ICO.

CHANGES TO OUR PRIVACY POLICY

19. Any changes we may make to our privacy policy in the future will be posted on this page. Please check back frequently to see any updates or changes to our privacy policy.

CONTACT

20. Questions, comments and requests regarding this privacy policy are welcomed and should be addressed to support@keynest.com.