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Terms and Conditions of Service

These terms and conditions (the "terms") are a legal contract between you and Digital Keys Ltd (“Digital Keys”, “we” or “us”). the terms explain how you are permitted to use the website located at the url: http://www.digitalkeys.co/ as well as all associated websites linked to http://www.digitalkeys.co/ by Digital Keys, its subsidiaries and affiliated companies (collectively, the "site"). Unless otherwise specificed, all references to “site” include the content, services available through this site (the "services") and any software that Digital Keys provides to you that allows you to access the site from a mobile device (a "mobile application"). By using this site, you are agreeing to all the terms; if you do not agree with any of these terms, do not access or otherwise use this site, any services, our software, or any information contained on the site or services.

These terms contain a dispute resolution and arbitration provision, including class action waiver that affects your rights under these terms and with respect to disputes you may have with Digital Keys. You may opt out of the binding individual arbitration and class action waiver as provided below.

Overview
Digital Keys provides smart access solutions (“Solution”) that consist of Services that can control NB IoT lock hardware products through the use of a web browser and or many Android and iOS smartphones.

Changes
Digital Keys may make changes to the Site and the content and Services offered on the Site at any time, and is not liable to you or any third party for any modification, suspension, or discontinuance of the Site or any part thereof. Digital Keys can change, update, or add or remove provisions of these Terms at any time by posting the updated Terms on this Site and, if you have an account with us, by emailing you at the email address associated with your account. By using this Site after Digital Keys has updated the Terms, you are agreeing to all the updated Terms; if you do not agree with any of the updated Terms, you must stop using the Site.

General Use
By using any part of the Site, you represent, acknowledge and agree that you are at least 18 years of age, or if you are under 18 years of age but are at least 13 years old (a “Minor”), that you are using the Site with the consent of your parent or legal guardian, and that you have received your parent’s or legal guardian’s permission to use the Site and agree to its Terms. If you are a parent or legal guardian of a Minor, you hereby agree to bind the Minor to these Terms and to fully indemnify and hold harmless Digital Keys if the Minor breaches any of these Terms. If you are not at least 13 years old, you may not use the Site at any time or in any manner or submit any information to the Digital Keys or the Site.

Digital Keys provides content through the Site and through the Services that is copyrighted and/or trademarked work of Digital Keys or Digital Keys’s third-party licensors and suppliers or other users of the Site (collectively, the “Materials”). Materials may include logos, graphics, video, images, software and other content.

Subject to the terms and conditions of these Terms, and your compliance with these Terms (including your payment of any applicable fees), Digital Keys hereby grants you a limited, personal, non-exclusive and non-transferable license to use and to display the Materials and to use the Services solely for your personal use. Except as otherwise set forth in these Terms, the foregoing license sets forth all of your rights in the Site or any Materials and you may not modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Site, Services, Materials and/or Mobile Applications in any manner.

If you breach any of these Terms, the above license will terminate automatically and you must immediately destroy any downloaded or printed Materials and cease use of the Site.

Mobile Applications
Digital Keys makes available Mobile Applications to access the Services via a mobile device. To use the Mobile Application you must have a mobile device that is compatible with the mobile service. Digital Keys does not warrant that the Mobile Application will be compatible with your mobile device. Digital Keys hereby grants to you a non-exclusive, non-transferable, revocable license to use an object code copy of the Mobile Application for one registered account on one mobile device owned or leased solely by you, for your personal use. You may not: (i) modify, disassemble, decompile or reverse engineer the Mobile Application, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Mobile Application to any third-party or use the Mobile Application to provide time sharing or similar services for any third-party; (iii) make any copies of the Mobile Application; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Mobile Application, features that prevent or restrict use or copying of any content accessible through the Mobile Application, or features that enforce limitations on use of the Mobile Application; or (v) delete the copyright and other proprietary rights notices on the Mobile Application. You acknowledge that Digital Keys may from time to time issue upgraded versions of the Mobile Application, and may automatically electronically upgrade the version of the Mobile Application that you are using on your mobile device. You consent to such automatic upgrading on your mobile device, and agree that these Terms will apply to all such upgrades. The foregoing license grant is not a sale of the Mobile Application or any copy thereof, and Digital Keys and its third-party licensors or suppliers retain all right, title, and interest in and to the Mobile Application (and any copy of the Mobile Application). Standard carrier data charges may apply to your use of the Mobile Application.

The following additional terms and conditions apply with respect to any Mobile Application that Digital Keys provides to you designed for use on an Apple iOS-powered mobile device (an “iOS App”):

• You acknowledge that these Terms are between you and Digital Keys only, and not with Apple, Inc. (“Apple”).

• Your use of the iOS App must comply with Apple’s then-current App Store Terms of Service.

• Digital Keys, and not Apple, are solely responsible for the iOS App and the Services and content available through the use thereof. You acknowledge that Apple has no obligation to provide maintenance and support services with respect to the iOS App. To the maximum extent permitted by applicable law, Apple will have no warranty obligation whatsoever with respect to the iOS App.

• You agree that Digital Keys, and not Apple, is responsible for addressing any claims by you or any third-party relating to the iOS App or your possession and/or use of the iOS App, including, but not limited to: (i) product liability claims; (ii) any claim that the iOS App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation, and all such claims are governed solely by these Terms and any law applicable to us as provider of the iOS App.

• You agree that Digital Keys, and not Apple, shall be responsible, to the extent required by these Terms, for the investigation, defense, settlement and discharge of any third-party intellectual property infringement claim related to the iOS App or your possession and use of the iOS App.

• You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) You are not listed on any U.S. Government list of prohibited or restricted parties.

• You agree to comply with all applicable third-party terms of agreement when using the iOS App (e.g., you must not be in violation of your wireless data service terms of agreement when using the iOS App).

• The parties agree that Apple and Apple’s subsidiaries are third-party beneficiaries to these Terms as they relate to your license of the iOS App. Upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as they relate to your license of the iOS App as a third-party beneficiary thereof.

The following additional terms and conditions apply with respect to any Mobile Application that Digital Keys provides to you designed for use on an Android-powered mobile device (an “Android App”):

• You acknowledge that these Terms are between you and Digital Keys only, and not with Google, Inc. (“Google”).

• Your use of the Android App must comply with Google’s then-current Google Play Terms of Service.

• Google is only a provider of the Android Market where you obtained the Android App. Digital Keys, and not Google, is solely responsible for the Android App and the Services and content available through the use thereof. Google has no obligation or liability to you with respect to the Android App or these Terms.

• You acknowledge and agree that Google is a third-party beneficiary to the Terms as they relate to Digital Keys’s Android App.

Using the Site and the Services on the Site
You need not register with Digital Keys to simply visit and view our website. However, in order to access certain password-restricted areas of the Site and to use certain Services and Materials offered on and through the Site, you must register with Digital Keys for an account and receive a password.

If you desire to register for an account, you must submit your first name, last name, a proposed username, a password and any other information requested on our account registration page. You may also have the ability to provide additional optional information, which is not required to register for an account but may be helpful to Digital Keys in providing you with more a more customized experience when using the Site. Once you have submitted your account registration information, a Digital Keys administrator will approve or reject your registration, in such administrator’s sole discretion. If your account is approved by you will be able to login to the Site using your password (the “Password”) and use the Services accessible to your account.

You are responsible for maintaining the confidentiality of your Password and any Third-Party Site password used to access the Site (collectively, "Passwords), and you are responsible for all activities that occur using your Passwords. You agree not to share your Passwords, let others access or use your Passwords or do anything else that might jeopardize the security of your Passwords. You agree to notify Digital Keys if any of your Passwords is lost, any of your Passwords is stolen, if you are aware of any unauthorized use of your Passwords, or if you know of any other breach of security related to this Site.

All the information that you provide when registering for an account and otherwise through the Site must be accurate, complete and up to date. You may change, correct or remove any information from your account by either logging into your account directly and making the desired changes or contacting Digital Keys at info@digitalkeys.co and requesting that we make the change.

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Using the Solutions

Connectivity and Other Requirements
To use the Services in connection with the smart access products provided as part of our Solutions, you must have a working NB IoT network connection at your lock location(s) with a minimum signal strength of RSRP  -116 and SNR of atleast -3.  You must have electrical power batteries for the smart lock. You must also have a working internet connection to use the connected apps and software including a supported mobile device (to use the Mobile Application), and other hardware, software, equipment or items specified by Digital Keys to use the supporting software. We recommend a high speed internet connection with at least 10.00 Mbps of upload bandwidth. We reserve the right to change any of the minimum system requirements at any time.

You are responsible for having all required software, hardware, and other system elements not provided by Digital Keys, and for making sure that they are compatible and properly configured. You acknowledge that you will not be able to access or control the smart access products if your Internet connection or power is lost, not operating properly, cut or interfered with, or the hardware is damaged or destroyed.

Unsupported Countries
The Services are accessible onsite with a NB IoT connection, and may not be available worldwide. The , smart access products and the full Solutions are not available to all persons or in all countries, including persons and countries prohibited by US law. If you are accessing or using the Services from an unsupported NB IoT country, you do so on your own initiative and you are solely responsible for complying with applicable local laws. To the extent permissible by law, Digital Keys accepts no responsibility or liability for any damage or loss caused by your accessing or using the Services in an unsupported country.

Nature and Limitations of the Services
While we intend for the Services to be highly reliable and available, they will not be without interruption, including, without limitation, due to reasons such as no or weak NB IoT signal, loss of Internet connectivity, power outages, equipment failure or breakdown, telecommunication service provider failures, and mobile carrier issues. Digital Keys is not liable or responsible for any liability, loss, or damages due to causes beyond its reasonable control or for any acts, errors, or omissions of third parties or for any act, error, or omission taken by anyone (including you) in response to the information provided through the Services.

No Life Safety or Critical Uses of the Services
Digital Keys Solutions are not certified for emergency response. You acknowledge that the products and services provided by Digital Keys are not a third-party monitored emergency notification system, that we do not monitor emergency notifications, and that we will not dispatch emergency authorities to your home in the event of an emergency. All life threatening and emergency events should be directed to the appropriate response services.

Asset Information
The Services provide you with information about your asset captured by the smart access products ("Asset Information"). All asset Information is provided "as is" and "as available." We cannot guarantee that it is correct or up to date. In cases where it is critical, accessing asset Information through the Services is not a substitute for assessing the information from within the asset.

Product Transfers
If you transfer the smart access products used in connection with your Solution to a new owner, your right to use the Services with respect to those products will automatically terminate, and the new owner will have no right to use the Services under your account.

Paid Subscriptions
By subscribing to our paid Services and paying the applicable fees, you become a “Subscriber” with access to certain password-restricted areas of the Site and to use certain Services and Materials offered on and through the Site (a “Subscription”). Each Subscription and the rights and privileges provided to a Subscriber is personal and non-transferable.

You agree to pay all applicable fees related to your use of the Services, all of which are described fully on the Site. All payments will be made in advance in Euros, Pounds, US Dollars or Australian dollars. We may suspend or terminate your Subscription, your account and/or your access to our Services if your payment is late and/or your offered payment method (e.g., credit card) cannot be processed. By providing your credit card information, you expressly authorize Digital Keys and/or our third party payment processor to charge the applicable fees on said credit card as well as any Taxes (as defined below) and other charges incurred thereto at regular intervals, all of which depend on your particular Subscription and utilized Services. You agree that we may invoice you any unpaid fees.

When you sign up for a Subscription, we (or our third party payment processor) will charge your credit card for your first fee on the date that we process the order for your Subscription. Once your credit or debit card is charged the first Subscription fee, you will receive a confirmation e-mail notifying you of your ability to access those Subscriber-only portions of the Site. Digital Keys reserves the right to change prices for Subscriptions at any time, and does not provide price protection or refunds in the event of promotions or price decreases. We will notify you at least 30 days prior to any such changes and, if you do not agree to the new fees, you may cancel your Subscription at any time before the pricing takes effect.

IMPORTANT NOTICE: All Subscription terms are for a period of two years. Unless you cancel prior to the expiration of your current Subscription, we will automatically renew your Subscription for an additional year on each anniversary of the date that we charged your credit card for the first Subscription fee. At such time, we will charge your credit card with the applicable renewal Subscription fee and any Taxes (as defined below) that may be imposed on such fee payment. A receipt for such payment will be emailed to the account in our records that is associated with your Subscription.

You may cancel your Subscription at any time by notifying Digital Keys at info@digitalkeys.co. If you cancel within the first year, any fees charged prior to the effective date of cancellation will not be refunded, in whole or in part but, you will enjoy your Subscriber benefits until the expiration of the then-current Subscription term for which you have paid, and your Subscriber benefits will expire at the end of the then-current Subscription term. If you cancel after your first renewal, your cancellation will be effective 30 days after we receive your notice of cancellation, and you will be eligible for a pro-rata refund of any portion of the Subscription fees paid for any unused days of the then-current pre-paid term. You will enjoy your Subscriber benefits until the effective date of cancellation, and your Subscriber benefits will expire at that time.

All Subscription fees are exclusive of any applicable sales, use, import or export taxes, duties, fees, value-added taxes, tariffs or other amounts attributable to your use of the Site and Services (collectively, “Taxes”). You are solely responsible for the payment of any such Taxes. In the event we are required to pay Taxes on your behalf, you shall promptly reimburse us for all amounts paid.

Subscription may or may not include SIM and connectivity to a local telecommunication companies NB IoT network – this information will be provided in more detail from your local distributor.

 

Electronic Communications
By using the Site and/or the Services provided on or through the Site, you consent to receiving electronic communications from Digital Keys. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to the Site and/or Services provided on or through the Site. These electronic communications are part of your relationship with Digital Keys. You agree that any notices, agreements, disclosures or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing.

Privacy Policy
Please review Digital Keys Privacy Policy (the “Privacy Policy”) which explains how we use information that you submit to Digital Keys.

Links to Third-Party Sites
This Site may be linked to Third-Party Sites, including, without limitation, social networking, blogging and similar websites through which you are able to log into this Site using your existing account and log-in credentials for such Third-Party Sites. Certain areas of the Site may allow you to interact and/or conduct transactions with such Third-Party Sites, and, if applicable, allow you to configure your privacy settings in your Third-Party Site account to permit your activities on this Site to be shared with your contacts in your Third-Party Site account. In certain situations, you may be transferred to a Third-Party Site through a link but it may appear that you are still on our Site. In any case, you acknowledge and agree that the Third-Party Sites may have different privacy policies, terms and conditions and/or user guides than Digital Keys. You further acknowledge and agree that your use of such Third-Party Sites is governed by such third party privacy policies, terms and conditions and/or user guides, and hereby agree to comply with any and all such terms and conditions, users guides and privacy policies. Digital Keys provides links to the Third-Party Sites to you as a convenience, and Digital Keys does not verify, make any representations or take responsibility for such Third-Party Sites, including, without limitation, the truthfulness, accuracy, quality or completeness of the content, services, links displayed and/or any other activities conducted on or through such Third-Party Sites. You agree that Digital Keys will not, under any circumstances, be responsible or liable, directly or indirectly, for any goods, services, information, resources and/or content available on or through any third-party sites and/or third-party dealings or communications, or for any harm related thereto, or for any damages or loss caused or alleged to be caused by or in connection with your use or reliance on the content or business practices of any third-party. Unless expressly stated on the Site, any reference on the Site to any product, service, publication, institution, organization of any third-party entity or individual does not constitute or imply Digital Keys endorsement or recommendation.

Submissions
You are responsible for the information, opinions, messages, comments, photos, videos, graphics, sounds and other content or material that you submit, upload, post or otherwise make available on or through the Site (each a “Submission”). You may not upload, post or otherwise make available on this Site any material protected by copyright, trademark, or any other proprietary right without the express permission of the owner of such copyright, trademark or other proprietary right owned by a third-party, and the burden of determining whether any material is protected by any such right is on you. You shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights, violation of contract, privacy or publicity rights or any other harm resulting from any Submission that you make. You have full responsibility for each Submission you make, including its legality, reliability and appropriateness.

Unless otherwise explicitly stated herein or in Digital Keys Privacy Policy, you agree that any Submission provided by you in connection with this Site is provided on a non-proprietary and non-confidential basis. You hereby grant to Digital Keys a non-exclusive, perpetual, irrevocable, royalty-free, fully paid-up, worldwide license (including the right to sublicense through multiple tiers) to use, reproduce, process, adapt, publicly perform, publicly display, modify, prepare derivative works, publish, transmit and distribute each of your Submissions, or any portion thereof, in any form, medium or distribution method now known or hereafter existing, known or developed, and authorize others to use the Submissions. We may modify or adapt your Submissions in order to transmit, display or distribute them over computer networks and in various media and/or make changes to the Submissions as necessary to conform and adapt them to any requirements or limitations of any networks, devices, services or media. Digital Keys agrees to use any personally identifiable information contained in any of your Submissions in accordance with Digital Keys’s Privacy Policy.

You agree to pay for all royalties, fees, damages and any other monies owing any person by reason of any Submissions posted by you to or through this Site.

When you provide Submissions you agree that those Submissions shall not be in violation of the “Unauthorized Activities” paragraph below. Those prohibitions do not require Digital Keys to monitor, police or remove any Submissions or other information submitted by you or any other user.

Unauthorized Activities
When using this Site you agree to abide by common standards of etiquette and act in accordance with the law. For example, you agree not to not to:

• Defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others.

• Use racially, ethnically, or otherwise offensive language.

• Discuss or incite illegal activity.

• Use explicit/obscene language or solicit/post sexually explicit images (actual or simulated).

• Post anything that exploits children or minors or that depicts cruelty to animals.

• Post any copyrighted or trademarked materials without the express permission from the owner.

• Disseminate any unsolicited or unauthorized advertising, promotional materials, 'junk mail', 'spam', 'chain letters', 'pyramid schemes', or any other form of such solicitation.

• Use any robot, spider, scraper or other automated means to access the Site.

• Take any action that imposes an unreasonable or disproportionately large load on our infrastructure.

• Alter the opinions or comments posted by others on this Site.

• Post anything contrary to our public image, goodwill or reputation.

This list of prohibitions provides examples and is not complete or exclusive. Digital Keys reserves the right to (a) terminate access to your account, your ability to post to this Site (or use the Services) and (b) refuse, delete or remove any Submissions; with or without cause and with or without notice, for any reason or no reason, or for any action that Digital Keys determines is inappropriate or disruptive to this Site or to any other user of this Site and/or Services. Digital Keys may report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct. When legally required or at Digital Keys’s discretion, Digital Keys will cooperate with law enforcement agencies in any investigation of alleged illegal activity on this Site or on the Internet.

Unauthorized use of any Materials contained on this Site may violate certain laws and regulations
You agree to indemnify and hold Digital Keys and its officers, directors, employees, affiliates, agents, licensors, and business partners harmless from and against any and all costs, damages, liabilities, and expenses (including attorneys’ fees and costs of defense) Digital Keys or any other indemnified party suffers in relation to, arising from, or for the purpose of avoiding, any claim or demand from a third-party that your use of this Site or the use of this Site by any person using your user name and/or password (including without limitation, your participation in the posting areas or, your Submissions) violates any applicable law or regulation, or the copyrights, trademark rights or other rights of any third-party.

Proprietary Rights
Unless otherwise specified in these Terms, all information and screens appearing on this Site, including documents, services, site design, text, graphics, logos, images and icons, as well as the arrangement thereof, are the sole property of Digital Keys. All rights not expressly granted herein are reserved. Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner or license.

The Mobile Application software that is provided to you through the Site and Services and related documentation are "Commercial Items", as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, if You are a government entity, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.

Intellectual Property Infringement
Digital Keys respects the intellectual property rights of others, and we ask you to do the same. Digital Keys may, in appropriate circumstances and at our discretion, terminate service and/or access to this Site for users who infringe the intellectual property rights of others. If you believe that your work is the subject of copyright infringement and/or trademark infringement and appears on our Site, please provide Digital Keys’s designated agent the following information:

• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

• Identification of the copyrighted and/or trademarked work claimed to have been infringed, or, if multiple works at a single online site are covered by a single notification, a representative list of such works at that site.

• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled at the Site, and information reasonably sufficient to permit Digital Keys to locate the material.

• Information reasonably sufficient to permit Digital Keys to contact you as the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted.

• A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright and/or trademark owner, its agent, or the law.

• A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Please also note that for copyright infringements under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

Submitting a Digital Millennium Copyright Act (“DMCA”) Counter-Notification
We will notify you that we have removed or disabled access to copyright-protected material that you provided, if such removal is pursuant to a valid DMCA take-down notice that we have received. If you receive such notice from us, you may provide us with a counter-notification in writing to Digital Keys designated agent that includes all of the following information:

1. Your physical or electronic signature;

2. Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled;

3. A statement from you under the penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and

4. Your name, physical address and telephone number, and a statement that you consent to the jurisdiction of a court for the judicial district in which your physical address is located, or if your physical address is outside of the United States, for any judicial district in which Digital Keys may be located, and that you will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.

Termination of Repeat Infringers
Digital Keys reserves the right, in its sole discretion, to terminate the account or access of any user of our web site and/or service who is the subject or repeated DMCA or other infringement notifications.

YOUR RELATIONSHIP WITH US

No agency or partnership
No agency, partnership, joint venture, or employment is created as a result of these Terms or your use of any part of the Site or purchase of any Solution. You do not have any authority whatsoever to bind us in any respect. All installation personnel are independent contractors. Neither we nor any users of the Site may direct or control the day-to-day activities of the other, or create or assume any obligation on behalf of the other.

Disputes between you and third parties
Your interactions with individuals and/or organizations found on or through the Site, including the performance of any services by such parties and any other terms, conditions, warranties or representations associated with such transactions or dealings, are solely between you and such individual or organization.

You should take reasonable precautions and make whatever investigation or inquiries you deem necessary or appropriate before proceeding with any online or offline transaction with any third party, including without limitation, hardware installers and other service providers.

You understand that deciding whether to use the services of a service provider or to use information contained on or accessed via the Site, is your personal decision for which alone are responsible. You understand that we do not and cannot make representations as to the suitability of any individual you may decide to interact with on or through the Site and/or the accuracy or suitability of any advice, information, or recommendations made by any individual.

If there is a dispute between any user of the site and/or services and any third party, you acknowledge and agree that we are under no obligation to become involved. In the event that a dispute arises between you and any third party, you hereby release us, our officers, managers, members, directors, employees, attorneys, agents, and successors in rights from any claims, demands, and damages (actual and consequential) of every kind or nature, known or unknown, suspected or unsuspected, foreseeable or unforeseeable, disclosed or undisclosed, arising out of or in any way related to such disputes and/or the website or any service provided thereunder. If you are a California resident, you waive california civil code §1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."

Disclaimer of Warranties
Your use of this Site, Services and Products is at your own risk. Digital Keys and its licensors and suppliers make no warranty that defects will be corrected or that the Products or Services (i) will meet your needs or requirements; (ii) will be compatible with your home network, computer, or mobile device; (iii) will be available on an uninterrupted, timely, secure, or error-free basis; (iv) will be accurate or reliable; or (v) will give notifications at any given time or at all. Except as contained in these terms, no advice or information, whether oral or written, obtained by you from Digital Keys or through the Site shall create any warranty. Digital Keys is not responsible for the products, services, actions, or failure to act of any third party.

Digital Keys, for itself and its licensors, makes no express, implied or statutory representations, warranties, or guarantees in connection with this site, the services, the products, or any materials. Unless otherwise explicitly stated, to the maximum extent permitted by applicable law, this site, the services, the products, and any information or materials contained or presented on this site is provided to you on an “as is,” “as available” and “where-is” basis with no warranty of implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third-party rights. Digital Keys does not provide any warranties against viruses, spyware or malware that may be installed on your computer.

Limitation of Liability
You are using the site, services and products at your sole risk. Digital Keys shall not be liable to you for any damages resulting from your displaying, copying, or downloading any materials to or from this website or your use of our services. In no event shall we be liable to you for any indirect, extraordinary, exemplary, punitive, special, incidental, or consequential damages (including loss of data, revenue, profits, cost of substitute goods and services, use, or other economic advantage) however arising, even if we know there is a possibility of such damage.

Digital Keys total cumulative liability arising from or related to the services or the products, whether in contract, tort (including negligence and strict liability), or otherwise, will not exceed the fees actually paid by you to Digital Keys for the service or product at issue in the prior 12 months (if any). This limitation is cumulative and will not be increased by the existence of more than one incident or claim.

You acknowledge and agree that we do not have an obligation to conduct background checks on any independent contractor, but we may conduct such background checks in our sole discretion. You are solely responsible for all of your communications and interactions with other users of the site and services, and with other persons with whom you communicate or interact as a result of your use thereof. You agree to take reasonable precautions in all communications and interactions with any persons with whom you communicate or interact as a result of your use of the site and/or services, particularly if you meet offline or in person, regardless of whether we facilitate such meetings. We explicitly disclaim all liability for any act or omission of any user of all third parties.

Local Laws; Export Control
Digital Keys controls and operates this Site from its headquarters in Australia and the Materials may not be appropriate or available for use in other locations.

Feedback
If you send or transmit any communications, comments, questions, suggestions, or related materials to Digital Keys, whether by letter, email, telephone, or otherwise (collectively, “Feedback”), suggesting or recommending changes to the Site, any Services offered through the Site or Materials, including, without limitation, new features or functionality relating thereto, all such Feedback is, and will be treated as, non-confidential and non-proprietary. You hereby assign all right, title, and interest in, and Digital Keys is free to use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. You understand and agree that Digital Keys is not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution.

Dispute Resolution and Arbitration; Class Action Waiver
Please read this carefully. It affects your rights.

Most customer concerns can be resolved quickly and to a customer’s satisfaction by contacting us at info@digitalkeys.co. This Provision facilitates the prompt and efficient resolution of any disputes that may arise between you and Digital Keys. Arbitration is a form of private dispute resolution in which persons with a dispute waive their rights to file a lawsuit, to proceed in court and to a jury trial, and instead submit their disputes to a neutral third person (or arbitrator) for a binding decision. You have the right to opt-out of this Provision (as explained below), which means you would retain your right to litigate your disputes in a court, either before a judge or jury.

Please read this Provision carefully. It provides that all Disputes between you and Digital Keys shall be resolved by binding arbitration. Arbitration replaces the right to go to court. In the absence of this arbitration agreement, you may otherwise have a right or opportunity to bring claims in a court, before a judge or jury, and/or to participate in or be represented in a case filed in court by others (including, but not limited to, class actions). Except as otherwise provided, entering into this agreement constitutes a waiver of your right to litigate claims and all opportunity to be heard by a judge or jury. There is no judge or jury in arbitration, and court review of an arbitration award is limited. The arbitrator must follow this agreement and can award the same damages and relief as a court (including attorney’s fees).

For the purpose of this Provision, “Digital Keys” means Digital Keys and its parents, subsidiary, and affiliate companies, and each of their respective officers, directors, employees, and agents. The term “Dispute” means any dispute, claim, or controversy between you and Digital Keys regarding any aspect of your relationship with Digital Keys, whether based in contract, statute, regulation, ordinance, tort (including, but not limited to, fraud, misrepresentation, fraudulent inducement, or negligence), or any other legal or equitable theory, and includes the validity, enforceability or scope of this Provision (with the exception of the enforceability of the Class Action Waiver clause below). “Dispute” is to be given the broadest possible meaning that will be enforced, and shall include any claims against other parties relating to services or products provided or billed to you (such as Digital Keys licensors, suppliers, dealers or third-party vendors) whenever you also assert claims against us in the same proceeding.

YOU AND DIGITAL KEYS EACH AGREE THAT, EXCEPT AS PROVIDED BELOW, ANY AND ALL DISPUTES, AS DEFINED ABOVE, WHETHER PRESENTLY IN EXISTENCE OR BASED ON ACTS OR OMISSIONS IN THE PAST OR IN THE FUTURE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION RATHER THAN IN COURT IN ACCORDANCE WITH THIS PROVISION.

Pre-Arbitration Claim Resolution
For all Disputes, whether pursued in court or arbitration, you must first give Digital Keys an opportunity to resolve the Dispute. You must commence this process by emailing written notification to Digital Keys, info@digitakeys.co. That written notification must include (1) your name, (2) your address, (3) a written description of your Claim, and (4) a description of the specific relief you seek. If Digital Keys does not resolve the Dispute within 45 days after it receives your written notification, you may pursue your Dispute in arbitration. You may pursue your Dispute in a court only under the circumstances described below.

Exclusions from Arbitration/Right to Opt Out
Notwithstanding the above, you or Digital Keys may choose to pursue a Dispute in court and not by arbitration if (a) the Dispute qualifies, it may be initiated in small claims court; or (b) YOU OPT-OUT OF THESE ARBITRATION PROCEDURES WITHIN 30 DAYS FROM THE DATE THAT YOU FIRST CONSENT TO THIS AGREEMENT (the “Opt-Out Deadline”). You may opt out of this Provision by mailing written notification to Digital Keys, info@digitalkeys.co. Your written notification must include (1) your name, (2) your address, and (3) a clear statement that you do not wish to resolve disputes with Digital Keys through arbitration. Your decision to opt-out of this Arbitration Provision will have no adverse effect on your relationship with Digital Keys. Any opt-out request received after the Opt-Out Deadline will not be valid and you must pursue your Dispute in arbitration or small claims court.

Arbitration Procedures
If this Provision applies and the Dispute is not resolved as provided above (Pre-Arbitration Claim Resolution) either you or Digital Keys may initiate arbitration proceedings. The arbitration shall be commenced as an individual arbitration, and shall in no event be commenced as a class arbitration. All issues shall be for the arbitrator to decide, including the scope of this Provision.

Under no circumstances will class action procedures or rules apply to the arbitration.

Arbitration Award – The arbitrator may award on an individual basis any relief that would be available pursuant to applicable law, and will not have the power to award relief to, against or for the benefit of any person who is not a party to the proceeding. The arbitrator will make any award in writing but need not provide a statement of reasons unless requested by a party.

Location of Arbitration – You or Digital Keys may initiate arbitration in either Australia or the federal judicial district that includes your billing address. In the event that you select the federal judicial district that includes your billing address, Digital Keys may transfer the arbitration to Australia in the event that it agrees to pay any additional fees or costs you incur as a result of the transfer, as determined by the arbitrator.

Class Action Waiver
Except as otherwise provided in this Provision, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a class or representative proceeding or claims (such as a class action, consolidated action or private attorney general action) unless both you and Digital Keys specifically agree to do so following initiation of the arbitration. If you choose to pursue your Dispute in court by opting out of the Arbitration Provision, as specified above, this Class Action Waiver will not apply to you. Neither you, nor any other user of the Site can be a class representative, class member, or otherwise participate in a class, consolidated, or representative proceeding without having complied with the opt-out requirements above.

Jury Waiver
You understand and agree that by entering into this Agreement you and Digital Keys are each waiving the right to a jury trial or a trial before a judge in a public court. In the absence of this Provision, you and Digital Keys might otherwise have had a right or opportunity to bring Disputes in a court, before a judge or jury, and/or to participate or be represented in a case filed in court by others (including class actions). Except as otherwise provided below, those rights are waived. Other rights that you would have if you went to court, such as the right to appeal and to certain types of discovery, may be more limited or may also be waived.

Severability
If any clause within this Provision (other than the Class Action Waiver clause above) is found to be illegal or unenforceable, that clause will be severed from this Provision, and the remainder of this Provision will be given full force and effect. If the Class Action Waiver clause is found to be illegal or unenforceable, this entire Provision will be unenforceable and the Dispute will be decided by a court.

Continuation
This Provision shall survive the termination of your service with Digital Keys or its affiliates. Notwithstanding any provision in this Agreement to the contrary, we agree that if Digital Keys makes any change to this Provision (other than a change to the Notice Address), you may reject any such change and require Digital Keys to adhere to the language in this Provision if a dispute between us arises.

General
Digital Keys prefers to advise you if we feel you are not complying with these Terms and to recommend any necessary corrective action. However, certain violations of these Terms, as determined by Digital Keys, may result in immediate termination of your access to this Site without prior notice to you. Digital Keys’s failure to enforce any of these Terms is not a waiver of such term. These Terms are the entire agreement between you and Digital Keys and supersede all prior or contemporaneous negotiations, discussions or agreements between you and Digital Keys about this Site. The proprietary rights, disclaimer of warranties, representations made by you, indemnities, limitations of liability and general provisions shall survive any termination of these Terms.

Contact Us
If you have any questions about these Terms or otherwise need to contact Digital Keys for any reason, you can reach us at info@digitakeys.co