Please read these Terms of Use (these “Terms”) carefully. These Terms are a legally binding contract between you and keyvault inc. (“keyvault,” “Company”, “we,” “us,” or “our”) regarding your access and use of the Service (as defined below).
These Terms are between you (“User”, “you”, or “your”) and keyvault and govern: (a) your use of (including any access to) keyvault’s k1, any successor, similar versions or models, or keyvault-branded accessories or products (each, a “Product”); and (b) your use of (including access to) (i) our website available at https://keyvault.info or any other websites operated by rabbit, including any subdomains of each website (the “Website”); (ii) interfaces, graphics, design, environment, compilation, information, data, computer code (including source code or object code), products, software, services, and all other materials and elements that keyvault makes available for use through, or in connection with, a Product, (iii) all visual, audio, interactive or other content available in, or in connection with, any of the foregoing, (iv) other services available via our Website or made available by rabbit for use in connection with a Product, (iv) technology, software, networks (including third-party networks), and systems used to implement and provide access to the foregoing, (v) updates, upgrades, enhancements, modifications, revisions, additions to, or new versions of the foregoing that rabbit makes available to you (together with subsections (i) to (v), individually and collectively, in any format or media now known or hereafter developed, the “Service”).
keyvault may, from time to time, release new versions of the Website and the Service, or introduce new tools. products, services, features, functionalities for the Website and the Service, which will be subject to these Terms and any future additional terms as may apply to such additional versions, tools, products, services, features, functionalities for the Website and the Service, which further additional terms are incorporated by reference herein.
If any provision of these terms or any future changes or amendments are unacceptable to you, do not use or continue to use the website or the service. Your continued access and use of the website and the service following the posting of any notice of any change or amendment to these terms shall constitute your binding acceptance and agreement to such change or amendment.
You agree that you have read and understand these terms, and, as a condition to your access or use of the website and the service (including any product), you agree to be bound by these terms, including any additional terms (as defined below). If you do not agree to, or if you are not eligible to agree to, these terms, then you do not have our permission to use or purchase any product or service, as applicable.
This agreement contains a mandatory arbitration provision that requires that you agree that any dispute between you and keyvault regarding your access and use of the website, product and service will be resolved by binding, individual arbitration and that you waive your right to participate in a lawsuit, a class action lawsuit or class-wide arbitration. For further information, please review section 08 related to “arbitration” below.
We reserve the right to modify these Terms from time to time by notifying you of such changes by any reasonable means, including by posting a revised set of Terms through the Website and the Service, as applicable. Your use of the Website and Service following any changes to these Terms will constitute your acceptance of such changes. If you do not agree to any change to these Terms, you must discontinue using the Service before such change goes into effect. The “Last Updated” date referenced above indicates when these Terms were last changed. We encourage you to check the Website and Service regularly to learn about changes to these Terms. We may, at any time and without liability, modify or discontinue all or part of the Service (including access to any part of the Service via any third-party links); change, modify, or waive any fees required to use any part of the Service, including any subscription fees; or offer opportunities to some or all Service Users.
01. Use of the service
We may collect a variety of information from or about you or your devices from various sources, as described below.
a. Eligibility. You must be at least 18 years old to use the Service. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old; (b) if you are under the age of 18, you have received permission from your parent or legal guardian to use the Service (including any Product) and your parent or legal guardian has reviewed and approved these Terms; (c) you are and will continue to be capable of entering into a legally binding contract; (d) you have not previously been suspended or removed from the Service, and (e) your registration and your use of the Service is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms, and you agree to be bound by these Terms.
b. Accounts and registration. You may sign up for an account with keyvault to use the Service. When you register for an account, you may be required to provide us with some information, including your email address and information about the Product purchased. You agree that the information provided to us is accurate, and you will keep it accurate and up to date at all times. You are solely responsible for maintaining the confidentiality of your account, login information, and passwords for your account, and you accept responsibility for all activities that occur under your account. If you believe your account is no longer secure, you must immediately notify the Company by sending an email to support@keyvault.info.
c. Limited right to use the service. The Company hereby grants you a limited, non-exclusive, revocable, royalty-free, non-transferable, non-assignable, non- sublicensable, right and license to access and make personal use of (i) the Website and Service, and (ii) any content, materials, information, text, data, copyrights, Trademarks (defined herein), images, photos, musical compositions, sound recordings, screenshots, videos, posts, graphics, identifying marks, Website pages, software, and other original works of authorship and/or intellectual property uploaded to, or incorporated into, the Website and Service by or on behalf of Company (collectively, “Site Content”), solely as permitted by the tools, products, services, functionalities and/or features made available to Users of the Website or Service, subject in all respects to these Terms, and not for redistribution of any kind (the “Site License”). This Site License does not include any resale or commercial use of the Website, Service, or any Site Content, and all Site Content is and shall remain the sole and exclusive property of the Company (or the applicable third-party licensor thereof), in perpetuity, throughout the universe, in any and all languages and media now known or hereafter discovered.
As between any User and Company, the Company is and retains all right, title and interest in and to the Service, in perpetuity, throughout the universe, in any and all languages and media now known or hereafter discovered, including, without limitation, (i) all text, graphics, typefaces, formatting, graphs, designs, editorial content, customer reviews and feedbacks, HTML, look and feel, software, and data, (ii) all business processes, procedures, methods, and techniques used in the Website and Service, (iii) all other materials and content uploaded or incorporated into the Website and Service, including, without limitation, all Site Content, (iv) all associated trade secret rights and other intellectual property and proprietary rights recognized anywhere in the world; and (v) the coordination, selection, arrangement and enhancement of the Website pages and the Site Content incorporated therein as a Collective Work under the United States Copyright Act, as amended (collectively, Site IP”), and nothing contained herein shall be construed as creating or granting to any User any right, title or interest in and to such Site IP other than the express license granted therein pursuant to these Terms. Site IP is protected in all forms, media and technologies now known or hereinafter developed as well as by the domestic and international laws of copyright, trademarks, patents, and other proprietary rights and laws.
The Company trademarks, service marks, logos, designs, and insignia (the “Company Trademarks”) used and displayed on the Website and Service are Company's registered and unregistered trademarks or service marks. As applicable, other product and service names located on the Website or Service may be trademarks or service marks owned by third parties (the “Third-Party Trademarks,” and, collectively with the Company Trademarks, the “Trademarks”). Except as otherwise permitted by law, you may not use the Trademarks to disparage Company or any applicable third-party owner thereof, Company's or any third- party's products or services (including, without limitation, the Website and Service), or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Trademarks. You may not use any Trademarks as part of a link to or from the Website and Service without Company's prior express written consent. All goodwill generated from the use of any Trademark will inure solely to the benefit of Company or the applicable third-party owner thereof.
Violation of this Site License may result in infringement of intellectual property and contractual rights of Company, or other third parties, which is prohibited by law and could result in substantial civil and criminal penalties.
d. Limitations on use of the website, product and the service; prohibited use and unlawful activity. The Website and Site Content, Product and Service may not be used, modified, reproduced, duplicated, copied, published, distributed, downloaded, sold, resold, transformed, redesigned, reconfigured, retransmitted, or otherwise exploited by you for any purpose except as facilitated by the tools, products, services, functionalities, and features made available to Users of the Website, Product and Service, or without the express prior written consent of Company and/or the applicable third-party owner thereof in each instance.
You acknowledge and agree that you are solely responsible for your own conduct while accessing or using the website, product and service, and for any consequences thereof. You agree to use the website, product and service only for purposes that are legal, proper and in accordance with these terms and any applicable laws or regulations.
With limiting the foregoing, while accessing and using the Website, Product and Service, you may not conduct any of the following activities: (a) defame, abuse, stalk, threaten, bully, or otherwise violate the legal rights (such as, but not limited to, rights of privacy and publicity) of Company or other Users, or use information learned from the Website, Product or Service to otherwise defame, abuse, harass, stalk, threaten, bully, intimidate or mislead, or otherwise violate the legal rights of Company or any other User; (b) use the Website and the Service to upload, distribute, or otherwise disseminate any unlawful, defamatory, obscene, pornographic, harassing, abusive, fraudulent, infringing, or otherwise objectionable content or material; (c) perform any misleading, deceptive, fraudulent, or otherwise illegal activity, including impersonating any person or entity, claiming a false affiliation, or engaging in phishing or otherwise obtaining financial or other personal information in a misleading manner or for fraudulent or misleading purposes; (d) use the Website and Service for any purpose in violation of applicable local, state, national, or international law, including, without limitation, uploading or otherwise making available content or material via the Website and Service that infringes upon the intellectual property or other proprietary rights of Company or any third party, copying, reproducing, modifying, adapting, translating, creating derivative works of, displaying, performing, broadcasting, synchronizing, publishing, selling, reselling, renting, leasing, licensing, loaning, timesharing, archiving, distributing, transmitting, or otherwise exploiting any portion of (or any use of) the Service or otherwise making the Service available to any third party, including for any third-party training or service bureau use, except as expressly authorized herein, and using the Website and Service to engage in money laundering or other illegal financial schemes; (e) remove any copyright, trademark, or other proprietary rights notice from the Website or Service; (f) use or otherwise export or re-export the Website or any portion thereof, Site Content, any Product or Service offered for sale on the Website in violation of the export control laws and regulations of the United States of America or any other similar laws and regulations of relevant jurisdictions; (g) restrict or inhibit any other User from using and enjoying the Website, Product and Service; (h) hack or interfere with the Website, Product, Service, its servers, or any connected networks; (i) harvest or collect information about Users of the Website or Service, including any attempt to decipher any transmissions to or from the servers running the Service; (j) upload any material or software files that contain viruses, Trojan horses, corrupted files, malware, spyware, bugs, or any other similar programs that may damage or infiltrate the operation of the Website, Product, Service or any other User's computer or mobile device; (k) interfere with, permit unauthorized access to, contaminate, disrupt, disable, erase, harm, or otherwise impede in any manner the normal and expected operation of the Service or part thereof, any User’s use of the Service, or any software, network, equipment, or server connected to or used to provide the Service, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, trap, backdoor, worm, Trojan horse, or other malicious code; (ii) intentionally consuming computer resources beyond what is required for your use of the Service in accordance with these Terms; (iii) compromising the Service’s security or capacity, degrading the Service’s performance, or otherwise adversely impacting network service levels or legitimate data flows; (iv) using applications which automatically consume unreasonable amounts of available Service capacity; (v) using applications which are designed for unattended use, automatic data feeds, connections, or applications that are used in a way that degrades Service capacity or functionality; and (vi) misusing the Service, including through “spamming” or sending abusive, unsolicited, or other mass automated communications; (l) frame or mirror any portion of the Service, or otherwise incorporating any portion of the Service into any product or service; (m) systematically download or store the Service or any element thereof (except for your or other users’ submissions or your Intellectual Property, so long as you have any required authorizations or releases); (n) use a Bot (defined herein), spider, robot, agent, manual and/or automatic processes, or devices to data-mine, data-crawl, scrape or index the Website or Service in any manner (excluding SEO-related scraping (e.g., Google indexing)), to impersonate any other person or entity, or to obtain information about any User; (o) interfere with security-related features of the Service or access control mechanisms, including by: (i) disabling or circumventing features that prevent or limit the use or copying of any Site Content; and (ii) decompiling or reverse engineering or otherwise attempting to discover the source code of any portion of the Service, except to the extent that the activity is expressly permitted by law or an applicable license for open-source software; (p) access, alter, or interfere, or attempt or assist another person to access, alter, or interfere, with the communications equipment or information of rabbit (or any of rabbit’s suppliers), any customer, or end user, including by rearranging, tampering, or making any unauthorized connection with any wireless devices or equipment, or using any scheme, false representation, or false credit devices, or by, or through, any other fraudulent means or devices; (q) any other unauthorized, illegal or improper use of the Service (including cloning and subscription fraud); (r) rearrange, tamper, or make an unauthorized connection with any portion or component of the Website and Service; (s) adapt, alter, license, sublicense or translate the Website or Service for your own personal or commercial use; (t) remove or alter, visually or otherwise, any copyrights, trademarks or proprietary marks and rights owned by the Company; (u) use the Website and/or the Service to collect User data by electronic or other means other than as expressly permitted by these Terms and applicable law; (v) use the Website and/or Service in a manner which is false or misleading (directly or by omission or failure to update information) or for the purpose of accessing or otherwise obtaining Company's trade secret information for public disclosure or other purposes; (w) use or assist others in the use of any unethical or fraudulent scheme, or by or through any other unethical or fraudulent means or devices; (x) use the Service without permission on a stolen or lost Product or device; (y) access the accounts of other users of the Service without authority; (z) install any amplifiers, enhancers, repeaters, signal boosters, or other devices that modify or otherwise affect the radio frequencies used to provide the Service without express permission from keyvault; (1) use the Service for monitoring of third parties without their permission, including location-based tracking of individuals; (2) access or use the Website and the Service for the purposes of monitoring its availability, performance, or functionality, or for any other benchmarking or competitive purposes; (3) access or use this Website and Service for the purpose of creating a website, product or service that is competitive with the Website, Product, or Service by the Company; (4) order keyvault products from the Website for resale purpose, except expressly agreed by the Company; (5) cause or induce any third-party to engage in the restricted activities above; (6) any other use of the Service that keyvault reasonably determines, in its sole discretion, is fraudulent, harmful, or in violation of this Section 1.c.
The above restrictions supplement and are in addition to any other applicable restrictions that are set forth in any Additional Terms.
We reserve the right to investigate complaints or reported violations of these Terms and to take any action we deem appropriate, including, but not limited to, suspending or terminating your access to and use of the Website, Product and Service, reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to you, including, but not limited to traffic information.
We also reserve the right, in our sole discretion, to seek and obtain any other remedies available to us pursuant to any applicable laws and regulations or at equity as a result of your breach of these Terms or any other act or omission by you that gives rise to a claim by Company.
e. Modification of the product and the service. keyvault does not and cannot guarantee that, as of the date of your acceptance of these Terms or at any time in the future, all functionality is available with respect to the Service or any one or more elements of the Service, including the purchased Product. We reserve the right, at any time, to modify, limit, or discontinue any and all features of (a) any Product or element thereof, or (b) the Service, or any part or element of the foregoing, temporarily or permanently, without notice to you. We may, at any time, suspend or terminate your right to use the Service, including access to your account or data. keyvault will have no liability for any change to any part of the Service (including a Product) or any suspension or termination of your access to or use of the Service.
02. Ownership; third party software and services
The Service contai ns our proprietary information and Intellectual Property rights. keyvault grants you a limited license to allow you to access and use the Service, so long as you continue to comply with these Terms.
a. Ownership; proprietary rights. The Service is owned and operated by keyvault (or its third-party licensors and suppliers) and contains materials and subject matter protected by copyrights, patents, trade secrets, trademarks, or other intellectual property rights (collectively, “Intellectual Property”) of keyvault. These Terms do not grant you any ownership interest in or to the Website or Service, including any Intellectual Property rights, but only a limited right of use that can be revoked according to these Terms. rabbit and its licensors reserve all rights, including all Intellectual Property rights, not granted expressly to you under these Terms.
b. Trademark rights. All Trademarks displayed on the Website, Product, or used in connection with the Service are either owned by us or are the property of their respective owners. You may not use our Trademarks in connection with any product or service that is not ours, any product, service, or use that is not expressly authorized by us, or in any manner that is likely to cause confusion with respect to the ownership or affiliation of keyvault’s Trademarks. Nothing contained in the Service should be construed as granting any right to use any Trademarks without the express prior written consent of the owner.
c. Third-party services; third-party software; third-party notices and communications. The Service may include access to, or use of, third-party services (“Third-Party Services”). Third Party Services may include third-party content, third-party integrated API service providers, or links (such as hyperlinks) to third-party websites, products, or services (including external websites that are framed by the Website as well as any advertisements displayed in connection therewith) that are not owned or controlled by Company (collectively, “Third-Party Content”). They are provided as an information service, for reference and convenience only. Company does not control any such Third-Party Content and is not responsible for their (i) availability or accuracy, or (ii) content, advertising, or products or services. The Company does not make any representations or warranties with respect to any Third-Party Content and all use thereof is provided on an “as is” and “as available” basis and your use thereof is at your own risk. Inclusion of any Third-Party Content on the Website does not constitute or indicate Company's endorsement thereof and Company shall not be liable or responsible for any Third-Party Content transmitted through the Website, Product or Service. You shall be subject to any additional terms and conditions of use, guidelines, rules, or governance protocols applicable to any Third-Party Content that you access or otherwise interact with through the Website (“Third-Party Terms”). All such Third-Party Terms are hereby incorporated by reference into these Terms. You acknowledge and agree that Company will not and cannot censor or edit any Third-Party Content and that you shall assume the sole responsibility for, and risk associated with your use of Third-Party Content, including compliance with the terms and conditions of use, privacy policies, or practices associated therewith. Accordingly, the Company encourages you to be aware when you leave the Website and Service and/or access or otherwise interact with Third-Party Content via the Website and Service and to read the terms and conditions of use and privacy policies associated with any such Third-Party Content. rabbit is not responsible or liable, directly, or indirectly, for any damage or loss caused or alleged to be caused by, or in connection with, the access to or use of any Third-Party Services.
The Company disclaims all liability for any communications directed to you from any third-party, directly or indirectly, in connection with the Website and/or Service (“Third-Party Communications”) that you may receive, and any actions you may take or refrain from taking as a result of any Third-Party Communications. You are solely responsible for assessing and verifying the identity and trustworthiness of the source and content of any Third-Party Communications. Company assumes no responsibility for verifying, and makes no representations or warranties regarding, the identity or trustworthiness of the source or content of any Third-Party Communications.
By using the Website and/or the Service, you expressly relieve and hold the Company harmless from any and all liability arising from your interaction with any Third-Party Communications and access or use of Third-Party Content, including any loss or damage incurred as a result of any dealings between you and any third parties, or as the result of the presence of such Third-Party Content on the Website or the failure of such Third-Party Content to function as intended. It is your sole responsibility to evaluate the content and usefulness of the information obtained from Third-Party Content.
03. User content and feedback
The Service contai ns our proprietary information and Intellectual Property rights. keyvault grants you a limited license to allow you to access and use the Service, so long as you continue to comply with these Terms.
a. General. You and other visitors to or Users of the Website, Product and the Service may create, record, generate, upload, post, or otherwise make available certain photos, videos, media, and other content and files (“User Content”) through, or in connection with, the Website, Product and Service. rabbit has no control over, and is not responsible for, any use or misuse (including any distribution) by any third party of User Content or any loss of any User Content, including how other users may use or interact with your User Content, or for other users’ User Content. You agree not to submit any information or other materials that you consider to be confidential or proprietary or that violate the law or others’ rights through, or in connection with, the use of the Website, Product and Service. If you choose to make any personally identifiable or other information publicly available through the Website, Product, and the Service, you do so at your own risk.
b. Ownership. For purposes of clarity, you retain ownership of your User Content. We need certain permissions from you to use the User Content to provide the Service and for certain other specified purposes. Specifically, for any User Content, you hereby grant to us a worldwide, royalty-free, fully paid-up, perpetual, sublicensable (through multiple tiers), and non-exclusive license, without any additional consideration to you or any third party, to reproduce, adapt, distribute, publish, display, prepare derivative works of, and use such User Content for the following purposes: (a) to provide you with the Service, fulfill your requests, and improve the Service; (b) to ensure that our suppliers, vendors, service providers, and third-party partners can provide certain Service functionalities to you; (c) for legal, safety, or security reasons, including to prevent fraud, to enforce these Terms and for other compliance reasons; and (d) for any other purpose for which you give your express consent.
c. Feedback. In addition, if you choose to provide us with any input, ideas, proposals, suggestions, or feedback (“Feedback”), whether related to the Website, Product, or Service or otherwise, such Feedback will be deemed User Content and the above terms regarding User Content will apply. You agree that you provide all Feedback to us on a non-confidential basis (regardless of any designation or indication to the contrary in the submitted information or any accompanying correspondence). You hereby grant keyvault an unrestricted, perpetual, irrevocable, non-exclusive, fully paid, royalty free right to use and exploit the Feedback in any manner and for any purpose, including to improve the Website, Product and the Service and to create new products and services. Your provision of such Feedback does not place any restrictions on keyvault, including any fiduciary or other obligation.
d. No duty to monitor. We may (but have no obligation to) monitor, evaluate, alter, or remove User Content before or after they appear on the Service, or analyze your access to or use of the Service. Subject to our Privacy Policy, we may disclose information regarding your access to and use of the Website and the Service, and the circumstances surrounding such access and use, to any third party for legitimate reason or purpose.
e. Representations. You are entirely responsible for the user content you submit and for any consequences arising in connection with user content (including any loss or damage suffered or incurred by us or other users). You represent, warrant, and covenant that: (a) you are the owner of all rights pertaining to the user content, or otherwise authorized to grant us the above license to such user content; (b) the user content will not infringe any intellectual property or other third-party rights; and (c) the user content is not fraudulent, tortious, or otherwise in violation of any law. You further irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding the user content that you may have under any applicable law under any legal theory.
04. Special promotions
Company may from time to time provide certain promotional opportunities, sweepstakes, and contests to Users. All such promotions will be run at the sole discretion of Company, and can be activated, modified, or removed at any time by Company without advance notification and the liability of any of Company's partners pursuant to such promotional opportunities, sweepstakes and contests shall be limited pursuant to these Terms. Any such promotional opportunities, sweepstakes and contests shall be subject in all respects to any additional rules and/or terms and conditions of entry related thereto.
05. Indemnity
To the fullest extent permitted by applicable law, you agree to defend (at our election), indemnify, and hold harmless keyvault and its affiliates, and its and their officers, directors, employees, consultants, contractors, affiliates, subsidiaries, advisors, and agents (each separately and collectively, the “keyvault Entity” and “keyvault Entities”) from and against every Claim brought by a third party, and any related liability, damage, loss, expense, settlements, and judgments of whatever kind (including reasonable attorneys’ fees and costs, the cost of enforcing any right to indemnification hereunder, and the cost of pursuing any insurance providers) arising out of, or in connection with: (a) the use of the Website, Product or Service by you or under your account; (b) your violation of any portion of these Terms, any representation, warranty, covenant, or agreement referenced in these Terms, or any applicable law; (c) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.
06. Disclaimers; no warranties
a. no warranty for third-party components. The Product may be manufactured, in whole or in part, by a third party. Accordingly, we do not provide any warranties with respect to the Products offered on the Website, except for those warranties provided in rabbit’s Limited Warranty and any statutory rights for defective Products.
b. warranty disclaimer. To the extent applicable, you hereby waive the provisions of the Civil Code on protection (and any analogous law in any other applicable jurisdiction) which says: “A general release does not extend to claims which the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”
Except as otherwise provided in these terms and in keyvault’s limited warranty, keyvault products and the service and each element of the service is provided on an “as is” and “as available” basis. Keyvault disclaims all warranties of any kind, whether express or implied, relating to the service (including all products and all materials and content available through the service), including: (a) any implied warranty of merchantability, fitness for a particular purpose, title, quiet enjoyment, or non-infringement; and (b) any warranty arising out of course of dealing, usage, or trade. Keyvault does not warrant that the service (including any product or any materials or content available through the service), or any portion thereof will be uninterrupted, secure, or free of errors, viruses, or other harmful components, and keyvault does not warrant that any of those issues will be corrected.
c. use of the service is at your risk. No advice or information, whether oral or written, obtained by you from the service (including any materials or content available through the service) or any keyvault entity, will create any warranty regarding the service or by such keyvault entity that is not expressly stated in these terms. We are not responsible for any damage that may result from the website, product or service, or your use of the website, product or service. your use of the service (including any product), in whole or part, is at your own discretion and risk, and we are not responsible for any damage to your property (including your computer system or mobile device used in connection with the service) or any loss of data resulting therefrom.
07. Limitation of liability
a. No indirect damages and aggregate liability. To the fullest extent permitted by law, in no event will keyvault or any keyvault entity be liable to you for any indirect, incidental, special, consequential, or punitive damages (including damages for loss of profits, goodwill, or any other intangible loss) arising out of, or relating to your access to or use of, or your inability to access or use, the website, a product or service (including any materials or content on the service), whether based on warranty, contract, tort (including negligence), statute, or any other legal theory, and whether or not such keyvault entity has been informed of the possibility of such damage.
Your use of the website, product or the service is entirely at your own risk. The website, product and the service are provided on an “as is” and “as available” basis without warranties of any kind, either express or implied, including, but not limited to, warranties of availability, merchantability, fitness for a particular purpose and non-infringement. The company makes no warranties or representations about the accuracy, currentness, completeness, or reliability of the website, any site ip or website content, or material provided through the website, product or the service, or third-party content linked to the website or the service, and company assumes no liability or responsibility for any (I) errors, mistakes, or inaccuracies of content or output, (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to and use of the website, product or service, (iii) any unauthorized access to or use of our secure servers and/or any and all personal information stored therein. The company does not warrant, endorse, guarantee or assume responsibility for any service advertised or offered by a third-party through the website or any hyperlinked website or featured in any banner or other advertising and company will not be a party to or in any way be responsible for monitoring any transaction between you and third-party providers of products or services, other than as provided herein. As with the purchase of a product or service through any medium or in any environment, you should use your best judgment and exercise caution where appropriate.
Without limiting the foregoing, neither the company nor any keyvault entities warrant that access to the website or service will be uninterrupted or that the website and service will be error-free, or that defects will be corrected or that it will always be accessible; nor do they make any warranty as to the results that may be obtained from the use of the website, or as to the timeliness, accuracy, reliability, completeness or content of any content, information or materials provided through or in connection with the use of the website, product or service. Neither company nor its affiliates or licensors warrant that the service is free from viruses, worms, trojan horses, or other harmful components. The company, keyvault entities, and licensors cannot and do not guarantee that any personal information supplied by you, as applicable, will not be misappropriated, intercepted, deleted, destroyed or used by others.
Under no circumstances will keyvault or keyvault entities be liable for any direct, indirect, incidental, consequential, special or exemplary damages, or damages for lost profits, lost revenues, lost savings, lost business opportunity, loss of data or goodwill, service interruption, computer damage, or system failure, or the cost of substitute products or services of any kind, arising out of or in connection with these terms or your use of or inability to use the website, product and service whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not such company parties have been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations may not apply to you. If, notwithstanding the foregoing exclusions, it is determined that any keyvault entity is liable for damages, in no event will the aggregate liability, whether arising in contract, tort, strict liability or otherwise, exceed one hundred U.S. Dollars ($100.00).
You and company agree that any proceedings to resolve or litigate any dispute will be conducted solely on an individual basis, and that neither you nor company will seek to have any dispute heard as a class action, a representative action, a collective action, a private attorney-general action, or in any proceeding in which you or company acts or proposes to act in a representative capacity. You and company further agree that no proceeding will be joined, consolidated, or combined with another proceeding without the prior written consent of you, company, and all parties to any such proceeding.
You acknowledge and agree that we have made the website and the service available to you and entered into these terms in reliance upon the representations and warranties, disclaimers and limitations of liability set forth herein, which reflect a reasonable and fair allocation of risk between us and you and form an essential basis of the bargain between us and you. We would not be able to provide the website and the service to you without these limitations.
b. Risk allocation. Each provision of these terms that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is intended to and does allocate the risks between the parties under these terms. This allocation is an essential element of the basis of the bargain between the parties. Each of these provisions is severable and independent of all other provisions of these terms. The limitations in this section 07 will apply even if any limited remedy fails of its essential purpose.
08. Governing law, dispute resolution and arbitration
a. Governing law. These Terms, the Service, and any dispute, controversy, or claim arising out of, in relation to, or in connection with these Terms or the Service, are governed by the laws of the UAE, without regard to conflict of law principles or case law that would result in the application of the Laws of another jurisdiction.
b. Scope. Any dispute, controversy, or claim arising out of, in relation to, or in connection with these Terms, including your access to or use of, or your inability to access or use, the Website, Product or the Service (including any materials or content on the Service), shall be settled through binding arbitration administered by the Dubai International Arbitration Centre (“DIAC”), (a) in accordance with its Commercial Arbitration Rules, or (b) alternatively, should the DIAC and the arbitrator determine that the DIAC Consumer Arbitration Rules apply, in accordance with the Consumer Arbitration Rules.
c. Applicability. Notwithstanding the terms of Section 8.a, you and keyvault may each: (a) seek interim measures in relation to an arbitration under Section 8.a in the federal or local courts Dubai, United Arab Emirates; and (b) in instances in which the Consumer Arbitration Rules would apply, bring individual actions in small claims court in Dubai, United Arab Emirates as provided in the Consumer Arbitration Rules. In relation to clauses 8.a and 8.b above, you and keyvault each hereby irrevocably consent to personal and exclusive jurisdiction in the specified courts. Nothing in this Section bars either you or keyvault from bringing issues to the attention of federal, state, or local agencies.
d. Waiver of class or consolidated actions. You and keyvault agree that any Claim or dispute within the scope of Sections 7 and 8 shall be arbitrated on an individual basis and shall not be combined or consolidated with a dispute involving Service provided to any other person or entity and shall not under any circumstances proceed as part of a class action. You and keyvault agree that the DIAC Supplementary Rules for Multiple Case Filings shall not apply to any Claim or dispute within the scope of Sections 7 and 8. You understand and agree that by entering into these terms, you and keyvault are each waiving the right to a trial by jury or to participate in a class action.
e. Authority. Notwithstanding anything to the contrary in these Terms, this arbitration agreement and any arbitration conducted thereunder shall be governed exclusively by the Federal Arbitration Act, to the exclusion of any state or municipal law of arbitration. The arbitration shall be conducted before a single arbitrator. The arbitrator will have no authority to award punitive, consequential, or other damages not measured by the prevailing party’s actual damages. The place (legal seat) of arbitration shall be Dubai, United Arab Emirates. Judgment on the arbitrator’s award may be entered in any court having jurisdiction thereof.
f. Opt-out provision. If you do not wish to resolve disputes by binding arbitration, you may opt-out of the provisions of this Section 8 within 30 days after the date that you agree to these Terms by sending a letter to keyvault inc., Attention: Legal Department-Arbitration Opt-Out, 1626 Montana Avenue, Suite 162, Santa Monica, CA 90403, United States, that includes the following information: your full legal name, the email address associated with your account on the Service, and a statement that you wish to opt-out of arbitration (“Opt-Out Notice”). Once keyvault receives your Opt-Out Notice, this Section 8 on mandatory arbitration will be void, and any action arising out of these Terms will be resolved as set forth in Section 8.a. All other remaining provisions of these Terms will not be affected by your Opt-Out Notice.
g. Venue. Subject to the remainder of this Section 8 regarding mandatory arbitration, you and keyvault irrevocably submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Dubai, United Arab Emirates for resolution of any lawsuit or court proceeding under these Terms. With respect to the foregoing courts, you and keyvault hereby irrevocably and unconditionally waive, and agree not to assert, (a) any claim that they are not personally subject to the jurisdiction of such courts for any reason, and (b) that (i) the suit, action or proceeding in such courts is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper, or (iii) these Terms may not be enforced in or by such courts.
h. Notice of arbitration process. Any User who intends to seek arbitration must first send a written notice of the dispute to keyvault by certified UAE. mail or by overnight carrier (signature required): keyvault inc., G13, City Aven, Port Saeed Dubai, United Arab Emirates. The Notice of Arbitration must include the following information: (i) describe the nature and basis of the Claim or dispute and (ii) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the Claim directly, but if the parties do not reach an agreement within 30 days after the Notice of Arbitration was received, you or the Company may commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise otherwise agreed by both parties in writing.
i. Costs and fees. To the fullest extent permitted under applicable law, the arbitrator shall award to the prevailing party, if any, as determined by the arbitrator, all of its costs and fees. “Costs and fees” mean all reasonable pre-award expenses of the arbitration, including the arbitrator’s fees, DIAC administrative fees, travel expenses, out-of-pocket expenses such as copying and telephone, court costs, witness fees, and attorneys’ fees.
j. Injunctive relief. Nothing in this Section 8 will prevent either party from seeking interim injunctive relief against the other party, subject to Section 8.b.
k. Enforceability. If any part or parts of this Section 8 on dispute resolution and arbitration are found under law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of this Section on arbitration shall continue in full force and effect.
l. Confidentiality. Except as may be required either by law (including applicable securities laws) or to enforce any award rendered by the arbitrator or seek relief pursuant to Sections 8.a or 8.b above, neither a party to these Terms, nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.
09. Miscellaneous
a. General terms. These Terms, together with the Additional Terms, are the entire and exclusive understanding and agreement between you and keyvault regarding your use of the Website, Product and the Service. No amendment to or waiver of these Terms shall be valid unless in writing and signed by an authorized representative of keyvault. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent, and any attempt by you to do so if void. We may assign these Terms at any time without notice or consent. Failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. We shall not be liable for any failure or delay in performance under these Terms, including the Additional Terms, for causes beyond our reasonable control. Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms, the use of the word “including” means “including but not limited to,” the word “or” is not exclusive and shall have the meaning commonly ascribed to the term “and/or,” and the singular includes the plural and vice versa.
b. Term; termination. These Terms become binding on you on the date you accept these Terms or first download, install, access or use the Website and/or the Service, and shall continue so long as you have an account with us or continue to use the Web si te and the Service, unless earlier terminated in accordance with these Terms.
If you violate any provision of these Terms, you are no longer authorized to use the Website and the Service. In addition, ketvault may, at its sole discretion for any reason or no reason, and with or without notice: (i) terminate these Terms; (ii) suspend, disable, or terminate your access to the Service; (iii) suspend, disable, or delete your ketvault account (or any part thereof); or (iv) block or remove any User Content that you submitted.
c. Effect of termination/account deletion. Upon termination of these Terms, (i) your license rights will terminate and you must immediately cease all use of the Webs ite and the Service; (ii) you will no longer be authorized to access the Website and the Service; and (iii) Sections 2.c, 3, 4, 5, 6, 7, 8 and 9 will survive. In the event of account deletion for any reason, your User Content may no longer be available, and keyvault is not responsible for the deletion or loss of any such User Content.
d. General payment terms; price. keyvault reserves the right to determine the price of the Product and the Service. keyvault will make reasonable efforts to keep up to date pricing information published on the Website and the Service. keyvault may change the price of any Product or fees for any feature of the Service, including additional fees and charges, if keyvault provides advance notice of such changes before they apply. keyvault, in its sole discretion, may make promotional offers with different features and different pricing to any keyvault customer. Also see Section 4 above on Special Offers.
e. Additional terms. These Terms hereby incorporate by this reference any additional terms, conditions, policies, rules, or guidelines posted by keyvault through the Website and the Service, or otherwise made available to you by keyvault (collectively, the “Additional Terms”). In the event of a conflict between the Additional Terms and these Terms, these Terms will control. The Additional Terms include: keyvault’s Privacy Policy and keyvault’s Limited Warranty and Return Policy.
f. Consent to electronic communications. By using the Website and the Service, you consent to receiving certain electronic communications from us. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.
g. Contact information. The Website and the Service is offered by keyvault with the following contact information: G13, City Aven, Port Saeed Dubai, United Arab Emirates, support@keyvault.info
h. No support. We are under no obligation to provide support for the Website, any Product or the Service. In instances where we may offer support, the support will be subject to keyvault’s published policies and in our sole discretion.
i. International use. The Website and the Service is controlled or operated (or both) from the UAE and is not intended to subject rabbit to any non-UAE jurisdiction or Law. The Service may not be appropriate or available for use in some non-UAE jurisdictions. Any use of the Service is at your own risk, and you must comply with all applicable law in doing so. Access to the Service from countries or territories or by individuals where such access is illegal is prohibited. We may limit the Service’s availability at any time, in whole or in part, to any person, geographic area, or jurisdiction that we choose.
j. Export controls. The Service may be subject to import and export laws in the UAE and elsewhere, which may include restrictions on destinations, users, and end use, and you must comply with any and all such import and export Laws that apply in connection with the Service. You represent, warrant, and covenant that you are not: (a) located in, or a resident or a national of, any country subject to a UAE government embargo or other restriction, or that has been designated by the UAE government as a “terrorist supporting” country; or (b) on any of the UAE government lists of restricted end users.
k. Errors, inaccuracies, omissions. keyvault attempts to be as accurate as possible and eliminate errors on the Website and in the Service. However, there may be information on the Website that contains typographical errors, inaccuracies, or omissions that may relate to Product descriptions, pricing, promotions, offers, and availability. If a Product offered on the Website is not as described or pictured, your sole remedy is to return it in accordance with keyvault’s Return Policy.
We reserve the right to correct any errors, inaccuracies, or omissions and to change or update information or cancel an orders if any information on the Website is inaccurate at any time without prior notice (including after you have placed an order on the Website), and your sole remedy in the event of such error is to cancel your Order.
l. Resale not authorized. The purchase of a Product for the purpose of selling or reselling to third parties, other than by authorized resellers approved by the Company, is not authorized by keyvault. The Product and the Service is solely intended for use by you, the original purchaser or the original gift recipient of the Product.
m. Copyright infringement claims. We comply with the provisions of the Digital Millennium Copyright Act of 1998 (the “ DMCA ”) as applicable to internet service providers. DMCA provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available on the Website or the Service infringe your copyright, you (or your agent) may send a “Notification of Claimed Infringement” to the Company’s Copyright Agent as follows: G13, City Aven, Port Saeed Dubai, United Arab Emirates, keyvault Copyright Agent.
Please review Section 512 of the DMCA for the requirements of a proper notification. If you fail to comply with all of the requirements of Section 512 of the DMCA, your notice may not be effective. If you knowingly materially misrepresent that any activity or material on the Service is infringing, you may be liable to keyvault for certain costs and damages. Your Notification of Claimed Infringement may be shared by keyvault with the user alleged to have infringed a right you own or control, and you consent to keyvault making such disclosure. You should consult with your legal advisor or carefully review Section 512 to confirm your obligations to provide a valid Notice of Claimed Infringement.
n. Severability. The provisions of these Terms are intended to be interpreted in a manner that makes them valid, legal, and enforceable. If any provision is found to be partially or wholly invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified or restricted to the extent and in the manner necessary to render it valid, legal, and enforceable and the remainder of these Terms shall continue in full force and effect.