Terms & Conditions

TERMS AND CONDITIONS

KeySpot /Key Cafe Terms of Service

Last updated December, 2023.

Your Acceptance

1.1. Acceptance by Use. By registering an account, picking up or dropping off a Key, selecting a Subscription Plan, using, hosting, or by otherwise using the Site or Service (including, without limitation, any applications, content and functionality available through the Service), You accept and agree to be bound by these Terms and the Privacy Policy.

1.2. Corporate Representative. If You are entering into these Terms on behalf of a company or other legal entity, then You represent and warrant that You have the authority to enter into these Terms on behalf of such entity and that from and after Your acceptance of the Terms, the Terms are binding upon the entity You represent, in which case the terms "You" and "Your" will refer to such entity.

1.3. Age Restrictions. You represent and warrant that You are either older than 18 years of age, an emancipated minor, or possess legal parental or guardian consent, and are fully able, competent, and legally permitted to enter into the terms, obligations, affirmations, representations, indemnities, and warranties set forth in these Terms and to abide by and comply with these Terms.

1.4. Acceptance of Modifications by Use. Although KeySpot may attempt to notify You directly when major changes are made to these Terms, Keycafe may, in its sole discretion, modify or revise these Terms and the Privacy Policy at any time by posting such changes on the Site, and You agree that by continuing to use the Service after posting, You accept and are bound by such modifications or revisions.

The Service

2.1. Scope of Service. The Service provided by KeySpot is an online exchange for the management of access to and exchange of Keys.

2.2. Users. Keycafe allows users who have accepted a Subscription Plan and created an account on the Service, or otherwise accepted these Terms, to utilise the Service for the purpose of "End Users," who pick up or drop off Keys at Locations;

2.3. Customer Information. Customers using the Service must provide certain information, including but not limited to, name, email address, mobile telephone number, and Key information, and have the option to provide further identifying information related to Keys such as guest access information and addresses (collectively, "Customer Information") which are used for Your account access and to facilitate the exchange of Keys.

2.4. Your Right of Use. Subject to Your compliance with these Terms, once You create an account and become a Customer, KeySpot hereby grants to You a personal, limited, non-exclusive, non-transferrable, and revocable license to utilise the Service as intended to exchange or facilitate the exchange of Keys at Locations.

2.5. Limitations on Your Right of Use. The Service is provided to You solely for the purposes expressly set out in these Terms. Without the prior written consent of KeySpot, it may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any purpose other than the use as intended through the provided functionality of the Service. KeySpot reserves all rights not expressly granted in and to the Service. KeySpot reserves the right to discontinue any aspect of the Service at any time for any reason.

Equipment and Customer Keys

3.1. You assume full responsibility for protecting the identity of the Key, the point of access operated by the Key, and for selecting the Customer(s) to be given access to the Key. If the Key is not itself marked or identified to connect it to a specific point of access, and if the Customer does not disclose that point of access, then generally there is no way to discover through the Service the lock or device operated by the Key.

3.2. Rights to Access Keys. KeySpot depends on You to provide accurate access inputs and KeySpot will authenticate only the access authorised by You. Once Your Key is placed in Equipment at a Location, You agree that Your Key may be accessed only by You or Your authorised End Users according to KeySpot’s access protocols on the Site. You agree that Your rights of ownership or possession as to Your Key do not entitle You or Your End Users to subvert or access the Equipment by any means except by KeySpot's protocols during the operating hours and subject to the conditions existing at each Location. You agree that KeySpot has the right in its sole discretion to access, move, or permit access to or movement of Your Key when it deems it reasonably necessary to the operation of the Service or the Equipment.

3.3. Lost Key Policy. KeySpot supports a lost Key policy to cover any Key that is lost or stolen during Your use of the Service. If You suffer a loss of a Key that can be verified by KeySpot to have been properly placed in Equipment, You will be compensated up to $100.00 upon presentation of a third party invoice for costs and expenses related to the replacement of the lost Key or door lock equipment ("Lost Key Policy"). The Lost Key Policy is limited to one Key. If Your Key is lost, stolen, or damaged, KeySpot's liability is limited to KeySpot's Lost Key Policy.

3.4. Closure of Locations. If KeySpot learns that a Location has closed or will close, KeySpot will use commercially reasonable efforts to maintain availability and to schedule a transfer of Keys to the nearest available Location. KeySpot will also notify You of the closing as soon as possible so You may pick up Your Key if You do not wish for Your Key to be transferred.

3.5.5 KeySpot reserves the right to upgrade/replace the KeySpot hardware, and software. Customers will be given notice of any upgrades, and any service disruptions will be kept at a minimum.

General Use of the Service and the Equipment

4.1. Permitted Uses. You may only use the Service and the Equipment for lawful purposes. You agree to use the Service and the Equipment only in a manner consistent with all applicable laws, regulations, and KeySpot’s policies and procedures. KeySpot reserves the right to investigate and take action against any Customer who violates this provision, as solely determined by KeySpot. Such action may include without limitation removing Customer Information from the Service, blocking the violating device from accessing the Service, inspecting items dropped off at any Location, and terminating the account of any violating Customer.

4.2. Prohibited Uses. Without limiting Section 4.1, You expressly agree that You will not (i) use the Service or the Equipment for sending or storing any unlawful substance or material, storing volatile, explosive or hazardous substances, to gain unlawful access, in furtherance of any crime, or for fraudulent purposes; (ii) use the Service to store cash, securities, credit cards, precious metals, jewellery, watches, or valuable items of any kind; (iii) use the Service to infringe upon KeySpot's or any third party's privacy rights, trademarks, intellectual property rights, contract rights, or any other rights of any person, or to defame or to slander any person; (iv) collect or harvest any personally identifiable information from the Service, nor use the communication systems provided by the Service (e.g., comments, content posting, or email) for any commercial solicitation purposes; (v) solicit, for commercial purposes, any Customers of the Service; (vi) use the Service for the purposes of obtaining Confidential Information or product information for the development of a similar or competing product; (vii) reverse engineer the Service or the Equipment; (viii) use or launch any automated system, including without limitation any "robot" or "spider" that accesses the Service; or (ix) interfere with, or attempt to interfere with, the Service or the networks or services connected to the Service, whether through the use of viruses, bots, worms, or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware, or otherwise permit the same to occur. The Service and the software embedded within the Service may include security components that permit digital materials to be protected and use of the Service is subject to usage rules set by Keycafe and other content providers who provide content to the Service. You may not attempt to override or circumvent any of the usage rules embedded into the Service. KeySpot reserves the right to terminate the account of and take any other actions available at law, including without limitation seeking injunctive relief, against any Customer who engages in a prohibited use. This Section 4.2 will survive any termination of these Terms.

4.3. Inherent Limitations. The Service and the Equipment may be subject to limitations, delays, and other problems inherent in the use of the internet, electronic communications, or inherent in changes, upgrades, maintenance, and servicing of the Equipment and the Service. KeySpot is not responsible for any delays, delivery failures, or other problems resulting from such inherent limitations.

Keycafe Accounts, Billing and Payments

5.1. Creation of Your Account. In order to access the Service and become a Customer, You must (i) create a KeySpot account and register as a member by providing complete and accurate registration information, including a valid email address, password, and certain other required information as requested by KeySpot. You must promptly notify us if Your information changes.

5.2. Responsibility for Your Account. You are solely responsible for all activity that occurs on Your account, and You must keep Your account password, single use access tokens, and other access credentials provided by You or generated by KeySpot secure. You must notify KeySpot immediately of any breach of security or unauthorised use of Your account. KeySpot is not liable for any losses caused by any unauthorised use of Your account. If You give anyone Your mobile number, account password, PIN or other access credentials to access Your Key, You agree You have knowingly and intentionally breached Your security and KeySpot’s security and that You will be liable for any harm that may result from the unauthorised party's access to Your Key or to the Service.

5.3. Fees on Your Account. Any fees owed by You to KeySpot for Your use of the Service are due immediately and all payments received are non-refundable (except in KeySpot's sole discretion), even upon termination of Your account, whether by You or by KeySpot.

5.4. Billing. You hereby authorise KeySpot to bill Your credit card, debit card, or other payment instrument in advance and on a periodic pay per use basis in accordance with the Subscription Plan You choose until You terminate Your Subscription Plan. You represent and warrant that You are authorised to use the credit card, debit card, or other payment instrument used in connection with Your account and that the information provided by You is current, complete, and correct. KeySpot uses a third-party intermediary to manage credit card processing and this intermediary is not permitted to store, retain, or use Your billing information except to process Your credit card information for KeySpot.

5.5. Invoices. Invoices for receipt of payment will be sent to You by email on the succession of the payment. All charges are considered valid unless You dispute them in writing within 30 days of the billing date. Adjustments will not be made for charges that are more than 30 days old.

5.6. Notices. You may have the option of being notified of account activity by text message, email or other electronic notification format for certain account activity, and some notifications may be mandatory for customer service and security purposes. Message and data rates may apply and You are responsible for any such fees.

5.7. Term and Closing Your Account. The term of Your account and any prorations for partial terms are specified in Your Subscription Plan. Once all of Your Keys are removed by You from the Equipment, You may request the cancellation by contacting us via email. KeySpot may, in its sole discretion and without liability to You, with or without cause, with or without prior notice, and at any time, terminate these Terms or decide to limit, suspend, deactivate, or cancel Your KeySpot account. In the event Your account is cancelled by KeySpot and You have a Key at a Location, upon receiving a request in writing to return the Key, KeySpot will make commercially reasonable efforts to return the Key to You in a timely manner. If You do not request in writing the return of a Key within 10 days of the date of cancellation, the Key may be discarded by KeySpot without further liability to You.

Confidentiality

6. You agree to safeguard, keep secret and not disclose to any third party any Confidential Information acquired, learned or provided from KeySpot during the term of these Terms or following the expiration or termination of these Terms. "Confidential Information" means any information marked confidential or that ought reasonably to be considered confidential under the circumstances and includes, without limitation, any pricing of any enterprise Subscription Plan, commission model for any Location Provider, business and partnership plans, financial information, customer lists, operation procedures, trade secrets, design formulas and programming code, know-how and processes, computer programs and inventions, discoveries, and improvements of any kinds. This Section 6 will survive any termination of these Terms.

General

7.1. Survival of Terms. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect, and these Terms shall be construed to give effect as nearly as possible to the original intent.

7.2. Waiver. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and KeySpot's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.