Effective Date: March 19, 2022
KeyPleaz® Terms of Service
Welcome to KeyPleaz®! KeyPleaz® is a real estate platform that allows downloadable software in the nature of a mobile application for use by home buyers, home sellers, real estate agents and brokers to manage and facilitate the process of buying or selling residential and commercial properties. The entire process is handled effortlessly through the app, including finding an available agent, scheduling, pricing, payment, and communication. Before using KeyPleaz®, please take some time to carefully read our Terms of Service below (“Terms ,” or “Agreement ”). The Terms below constitutes a binding contract between you and KeyPleaz®.
1. Acceptance of Terms.
By using the website www.KeyPleaz.com (including all the areas available through such website, collectively, the “Site ”), downloading the KeyPleaz® mobile application (“App ”), and/or by creating an account and using the various services (collectively, such services, including any new features and applications, together with the Site, the “Services ”) offered by KeyPleaz®, LLC, a Georgia limited liability company, (together with its parents, subsidiaries, affiliates, agents, representatives, consultants, employees, officers, and directors – collectively “KeyPleaz®, “we ,” “us ,” and/or “our ”) you, the user (collectively “Users ,” or “you ”), acknowledge and agree to these legally binding Terms. You also agree to the KeyPleaz® Privacy Policy located at https://www.KeyPleaz.com/privacy-policy (“Privacy Policy”) and all other operating rules, policies, and procedures that may be published on the Services by KeyPleaz® which are incorporated by reference.
BY DOWNLOADING THE APP OR CLICKING THE “AGREE” BUTTON, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE SERVICES AND DELETE THE APP FROM YOUR DEVICE.
2. Modification to Terms.
KeyPleaz® reserves the right to modify the terms and conditions of this Agreement, such modifications shall be binding on you only upon your acceptance of the modified Agreement. KeyPleaz® reserves the right to modify any information on pages referenced in the hyperlinks from this Agreement from time to time, and such modifications shall become effective upon posting. Continued use of the KeyPleaz® Services and Platform after any such changes shall constitute your consent to such changes. Unless material changes are made to the arbitration provisions herein, you agree that modification of this Agreement does not create a renewed opportunity to opt out of arbitration (if applicable).
3. Your Information
Your Information is any information you provide, publish or post to or through the KeyPleaz® Platform (including any profile information you provide) or send to other Users (including via in-application feedback, any email feature, or through any KeyPleaz® - related Facebook, Instagram or other social media posting) (your “Information”). You consent to us using your Information to create a User account that will allow you to use the KeyPleaz® Platform and participate in the KeyPleaz® Services. Our collection and use of personal information in connection with the KeyPleaz® Platform and Services is as provided in KeyPleaz’s® Privacy Policy. You are solely responsible for your Information and your interactions with other members of the public, and we act only as a passive conduit for your online posting of your Information. You agree to provide and maintain accurate, current and complete information and that we and other members of the public may rely on your Information as accurate, current and complete. To enable KeyPleaz® to use your Information for the purposes described in the Privacy Policy and this Agreement, you grant to us a non-exclusive, worldwide, perpetual,
irrevocable, royalty-free, transferable, sub-licensable (through multiple tiers) right and license to exercise the copyright, publicity, and database rights you have in your Information, and to use, copy, perform, display and distribute such Information to prepare derivative works, or incorporate into other works, such Information, in any media now known or not currently known. KeyPleaz® does not assert any ownership over your Information; rather, as between you and KeyPleaz®, subject to the rights granted to us in this Agreement, you retain full ownership of all of your Information and any intellectual property rights or other proprietary rights associated with your Information.
4. Communication
By entering into this Agreement or using the KeyPleaz® Platform, you agree to receive communications from us, including via e-mail, text message, calls, and push notifications. You agree that texts, calls or prerecorded messages may be generated by automatic telephone dialing systems. Communications from KeyPleaz®, and its affiliated companies, may include but are not limited to: operational communications concerning your User account or use of the KeyPleaz® Platform or Services, updates concerning new and existing features on the KeyPleaz® Platform, communications concerning promotions run by us or our third-party partners, and news concerning KeyPleaz® and industry developments. Standard text messaging charges applied by your cell phone carrier will apply to text messages we send.
IF YOU WISH TO OPT OUT OF PROMOTIONAL EMAILS, YOU CAN UNSUBSCRIBE FROM OUR PROMOTIONAL EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE PROMOTIONAL EMAIL ITSELF. IF YOU WISH TO OPT OUT OF PROMOTIONAL CALLS OR TEXTS, YOU MAY TEXT “END” FROM THE MOBILE DEVICE RECEIVING THE MESSAGES. YOU ACKNOWLEDGE THAT YOU ARE NOT REQUIRED TO CONSENT TO RECEIVE PROMOTIONAL TEXTS OR CALLS AS A CONDITION OF USING THE KeyPleaz® PLATFORM OR RELATED SERVICES. IF YOU WISH TO OPT OUT OF ALL TEXTS OR CALLS FROM KeyPleaz® (INCLUDING OPERATIONAL OR TRANSACTIONAL TEXTS OR CALLS), YOU CAN TEXT THE WORD “STOPALL” FROM THE MOBILE DEVICE RECEIVING THE MESSAGES, HOWEVER YOU ACKNOWLEDGE THAT OPTING OUT OF RECEIVING ALL TEXTS MAY IMPACT YOUR USE OF THE KeyPleaz® PLATFORM OR RELATED SERVICES.
5. Eligibility for Account.
The KeyPleaz® Services and Platform may only be used by individuals who have the right and authority to enter into this Agreement, are fully able and competent to satisfy the terms, conditions, and obligations herein. The KeyPleaz® Services are not available to Users who have had their User account temporarily or permanently deactivated. You may not allow other persons to use your User account, and you agree that you are the sole authorized user of your account. To use the KeyPleaz® Services, each User shall create a User account. Each person may only create one User account, and KeyPleaz® reserves the right to deactivate any additional or duplicate accounts. By becoming a User, you represent and warrant that you are at least 18 years old. Furthermore, you hereby represent that you are fully authorized to execute this Agreement on behalf of yourself.
6. Condition for Usage by Licensing Brokerage
Participating Agents must adhere to the following:
1) Maintaining an active real estate license in good standing pursuant to the laws of the state of licensure.
2) Abiding by all local, state and federal laws and the Rules and Regulations of your state Real Estate Commission.
3) Broker and Agent working together in the real estate brokerage business in a Broker-Associate relationship, with Agent adhering to all aspects/components of their Independent Contractor Agreement (ICA) with Brokerage.
4) Indemnify and hold harmless the Brokerage and the Broker from any and all claims, damages and liabilities, including attorneys’ fees, arising from the intentional or negligent acts of the Agent or acts outside the scope of the Brokerage-Associate’s authority.
5) Abide by all policies and procedures as outlined in the Brokerage Policies and Procedures Manual (“Manual”) now and hereafter established by the Brokerage. Agent acknowledges and understands that the Policy and Procedure Manual is available for Agent review at all times on the Brokerage’s intranet website, but can also be obtained at any time during regular business hours from your Brokerage office.
6) Abide by the National Association of Realtors and/or the Brokerage’s Code of Conduct.
7) Allow KeyPleaz® to use Associate’s name, testimonial, picture, or description in its training materials, advertising and other publications. In the event the Associate is no longer affiliated with the Brokerage, KeyPleaz® is still authorized to use the Associate’s name, testimonial, picture, or description in its training materials, advertising and other publications.
8) Attending KeyPleaz® training programs as the Brokerage may present/require to familiarize Agent with among other things, the Terms of Service of the Brokerage pertaining to KeyPleaz®, sales and marketing information, and current technological developments/enhancements in KeyPleaz®.
9) Agent shall not solicit buyer/tenant agreements from buyers/ tenants who are subject to exclusive buyer/tenant agreements with another Agent.
10) When Agents are contacted by the client of another Agent regarding the creation of an exclusive relationship to provide the same type of service, and Agent has not directly or indirectly initiated such discussions, they may discuss the terms upon which they might enter into a future agreement or, alternatively, may enter into an agreement which becomes effective upon expiration of any existing exclusive agreement.
11) Agents shall not use information obtained from the use of KeyPleaz® to solicit buyers/listings without the express consent of the Hiring Agent.
12) If Hiring Agent works with one or more Showing Agents of Broker as part of KeyPleaz®, Hiring Agent shall enter into a written agreement with the Showing Agent through the use of KeyPleaz®, addressing among other things: (1) What Hiring Agent is to pay the Showing Agent/Open House Agent and (2) the work requested, i.e. such as the addresses of properties to be shown, and/or open house details to be conducted, etc.
13) If Hiring Agent has an unrepresented Buyer who wants to view a property, Hiring Agent to define what the Showing Agent’s compensation will be based upon the options below: (1) Pay showing fee only; (2) Showing Agent to pay a referral fee to Hiring Agent for a pre-determined percent (if referral fee not defined, then the fee will default to a 25% referral fee). If a referral fee is agreed to between the Hiring Agent and the Showing Agent, then a notification of the said agreement will be sent to the Brokerage for tracking purposes; (3) Showing Agent can keep Buyer as a Lead and no referral fee will be paid. (This applies to the Lead and not just the property).
14) If a showing is cancelled by the Hiring Agent within 30 minutes of a scheduled showing or after 15 minutes of an ASAP showing for any reason, the Hiring Agent will be obligated to pay the Showing Agent the fee designated in the showing request.
15) Broker shall be the sole and final arbiter of any and all disputes arising between current and former Agents: (1) their entitlement to commissions; and (2) the meaning of any written agreement between Agents dealing with questions of how Broker is to compensate current or former Agents for their share of commissions earned.
16) Per the Brokerage’s Independent Contractor Agreement (ICA) with Agent, the Brokerage shall have the sole and final authority to decide (1) whether or not to pursue the collection of a disputed commission, (2) all questions regarding the entitlement to a commission between Agent and any other Agent and (3) whether Agent initiated, consummated or was the procuring cause of any real estate transaction. Suits and other actions for commissions (and/or expense and costs incurred by Agent in connection with a real estate transaction) shall only be maintained in the name of the Brokerage, with the Brokerage’s express approval.
17) Agent acknowledgement and agreement to meditate and arbitration any and all disputes or claims between other Brokerage Agents and/or the Brokerage as described in the Policies and Procedures Manual.
18) Any agent using KeyPleaz®, who pays another agent outside of the app, will result in both agents losing their privilege to use KeyPleaz® and will be removed from the platform.
19) Broker agrees, that by allowing its licensees to participate as Showing Agents for KeyPleaz®, that its licensees are authorized to accept direct payment, from the Hiring Agent for services rendered, such as showings, open houses and runner activities.
20) The Brokerage has the sole discretion to remove an Agent from KeyPleaz® at any time.
7. Indemnification
By utilizing KeyPleaz® you agree to indemnify, release and to hold harmless KeyPleaz®, its parents, subsidiaries, affiliates and agents, as well as the officers, directors, employees, shareholders and representatives of any of the foregoing entities, from any and all liability, claims or actions of any kind whatsoever, including but not limited to injuries, damages, or losses to persons and property which may be sustained in connection with utilizing KeyPleaz® Services and Platform, use or misuse of participating in and/or travelling to or from any KeyPleaz® related activity, as well as any claims based on publicity rights, defamation, or invasion of privacy. KeyPleaz® may, in its sole and absolute discretion, require the account holder to execute a separate release of claims similar to the one listed above in this paragraph as a condition of receiving any payment.
8. Payments
Payments will be made as soon as reasonably practicable following the conclusion of each event. You acknowledge and agree that should KeyPleaz®, in our sole and absolute discretion, determine that you did not comply with and or adhere to the Terms, in any way, you agree to cooperate with our efforts to reverse payments.
All monetary payments will be made directly into your Account. Any amounts that are mistakenly credited to your Account remain our property and will automatically be transferred from your Account upon confirmation of the error. Any payments mistakenly credited to your Account that have been withdrawn by you before confirmation of the error will constitute a debt owed by you.
All Charges and payment shall only be made through the KeyPleaz® platform, and are facilitated through a third-party payment processor, Stripe. You irrevocably authorize KeyPleaz®, as necessary, to instruct such third party payment processor to handle payments and you irrevocably agree that KeyPleaz® may give such instructions on your behalf in accordance with your requests as submitted through the platform. You agree to be bound by the terms and conditions of the applicable third-party payment processor, and in the event of a conflict between these Terms and the third-party payment processors’ terms and conditions, then these Terms shall prevail. You further agree to indemnify and hold KeyPleaz® harmless for all claims, losses, expenses, fees caused by any unauthorized use of your credit card or other method of payment by a third party in connection with your use of the KeyPleaz® platform.
• Credit Card Authorization. Upon addition of a new payment method or each Service request, KeyPleaz® may seek authorization of your selected payment method to verify the payment method, ensure the Service cost will be covered, and protect against unauthorized behavior. The pre-authorization is not a charge; however, it may reduce your available credit by the authorization amount until your bank’s next processing cycle. Should the amount of our pre-authorization exceed the total funds on deposit in your account, your charge will be declined, and your ability to submit an opportunity will be declined until the time a new card can be added that can accommodate the authorized amount. If the pre-authorization goes through, but the charge exceeds the total funds on deposit in your account, you may be subject to overdraft of NSF charges by the bank issuing your debit or prepaid card. KeyPleaz® cannot be held responsible for these charges and are unable to assist you in recovering them from your issuing bank.
Facilitation of Charges. All Charges are facilitated through a third-party payment processor (Stripe, Inc.). KeyPleaz® may replace its third-party payment processor without notice to you. Charges shall only be made through the KeyPleaz® Platform. Cash payments are strictly prohibited. Your payment of Charges to KeyPleaz® satisfies your payment obligation for your use of the KeyPleaz® Platform and Services. KeyPleaz® may group multiple charges into a single aggregate transaction on your payment method based on the date(s) they were incurred. If you don't recognize a transaction, then check your payment history. To learn more about Stripe go to https://stripe.com/about. To view the Stripe Terms of Service, Stripe Terms of Service.
No Refunds. All payments are final, all Charges are non-refundable. This no-refund policy shall apply at all times regardless of your decision to terminate usage of the KeyPleaz® Platform, any disruption to the KeyPleaz® Platform or Services, or any other reason whatsoever. In the event of a dispute, KeyPleaz® and the licensed managing Broker will mutually determine resolution.
Disqualification and Cancellation by KeyPleaz®
Participation in KeyPleaz® must be made only as specified in the Terms. Failure to comply with these Terms will result in disqualification to participate.
KeyPleaz®, in its sole discretion, may disqualify you from utilizing KeyPleaz® Service, refuse to award payment and require the return of any payment, or suspend, limit, or terminate your account if you engage in conduct KeyPleaz® deems, in its sole discretion, to be improper, unfair, fraudulent or otherwise adverse to the operation of the Service or in any way detrimental to other users. Improper conduct includes, but is not limited to: falsifying personal information, including payment information, required to use the Service or make a payment; violating eligible payment method terms, including the terms of any cash rewards payment card, violating any of these rules, accumulating payments through unauthorized methods such as unauthorized scripts or other automated means; tampering with the administration of the Service or trying to in any way tamper with the computer programs associated with the Service; obtaining other participants’ information and spamming other participants; and abusing the Service in any way; or otherwise violating these Terms. You acknowledge that the forfeiture and/or return of any payment shall in no way prevent KeyPleaz® from informing the relevant authorities, and/or pursuing criminal or civil proceedings in connection with such conduct.
We reserve the right, in our sole discretion, to cancel or suspend any Service (or any portion thereof) for any reason whatsoever, including but not limited to, the safeguarding of the administration, security, fairness, integrity or proper operation of the Service (or any portion thereof). This section specifically includes when a Service has been tampered with. We may provide you with notification of such cancellations or suspensions, but will not be obliged to do so. In the event that a Service is cancelled altogether, no participation fee for such Service will be payable by you and any amounts that were to be used for the purpose of participating in such Service will once again be made available to you via your account.
9. Deposits and Withdrawals. Bonuses and Promotions
From time to time, KeyPleaz® may provide you with promotional discounts or bonuses – for example, as an incentive to use the Services, to establish a KeyPleaz® account, or to refer others to sign up with KeyPleaz®. Such promotional programs may be governed by their own terms and conditions which will be presented at the time of such promotions. Unless otherwise provided, promotional discounts are non-transferrable.
Third-Party Payment Processor
KeyPleaz® uses third-party electronic payment processors and financial institutions ("Payment Processors") to process deposits and/or payments for services or products offered via the Services. The information that we provide to and receive from these Payment Processors and the manner in which such information is used and disclosed is described in further detail in the Privacy Policy. You irrevocably authorize us, as necessary, to instruct such Payment Processors to handle payments and you irrevocably agree that KeyPleaz® may give such instructions on your behalf in accordance with your requests as submitted through the Services. You agree to be bound by the terms and conditions of each applicable Payment Processor, and in the event of a conflict between these Terms and the Payment Processors' terms and conditions, then these Terms shall prevail. You further agree that KeyPleaz® is not liable for any loss caused by any unauthorized use of your credit card or other method of payment by a third party in connection with your use of the Services, except as a result of the gross negligence of KeyPleaz® or its employees.
10. Availability of the Services.
You acknowledge that there may be interruptions in service or events that are beyond our control. While we use reasonable efforts to keep the Services accessible, the Services may be unavailable from time to time for any reason including, without limitation, system down time for routine maintenance. You further understand that there may be interruptions in service or events on third-party sites that may affect your use of the Services and that are beyond our control to prevent or correct. Interruptions in the Services that are beyond our control shall not serve as a basis to demand a full or partial refund of any prepaid fees.
KeyPleaz® may limit access, via technological means, to Services in the Excluded Locations.
Account suspended or terminated. You hereby agree that we cannot be held liable if laws applicable to you restrict or prohibit your participation. We make no representations or warranties, implicit or explicit, as to your legal right to participate in any Service offered nor shall any person affiliated, or claiming affiliation, with us have authority to make any such representations or warranties. We do not intend that the Site or App and the Services offered thereon to be used by persons present in jurisdictions in which participation may be prohibited or restricted.
11. Collection and Use of Your Information.
You acknowledge that when you download, install, or use the App, or access the Services through another device, KeyPleaz® may use automatic means (including, for example, cookies and web beacons) to collect information about your devices and about your use of the Services. You also may be required to provide certain information about yourself as a condition to downloading, installing, or using the Services. All information we collect through or in connection with this Services is subject to the Privacy Policy. By downloading, installing, using, and providing information to or through the Services, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.
12. Carrier Fees.
Use of the Services may involve transmission of data through your carrier or service provider's network. You are responsible for all carrier, text/SMS, data, or other related fees or charges you incur from your carrier or service provider in connection with or related to your use of the Services. KeyPleaz® assumes no liability or responsibility for the payment of any charges you may incur.
13. Updates for Mobile Device App.
KeyPleaz® may from time to time in its sole discretion develop and provide App updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates ”). Updates may also modify or delete in their entirety certain features and functionality. You agree that KeyPleaz® has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your Mobile Device settings, when your Mobile Device is connected to the internet either:
(a) the App will automatically download and install all available Updates; or
(b) you may receive notice of or be prompted to download and install available Updates.
You shall promptly download and install all Updates and acknowledge and agree that the App or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the App and be subject to all terms and conditions of this Agreement.
15. Rules and Conduct.
As a condition of use, you promise not to use the Services for any purpose that is prohibited by the Terms or law. The Services are provided only for your own personal use. You are responsible for all of your activity in connection with the Services.
You understand and agree that you will not use the Services to engage in the prohibited conduct below:
(a) copy the Services, except as expressly permitted by this license;
(b) sell or otherwise transfer your Account;
(c) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Services;
(d) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Site or App or any part thereof;
(e) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Site or App, including any copy thereof;
(f) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Site or App, or any features or functionality of the Site or App, to any third party for any reason;
(g) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Site or App;
(h) use their account to impersonate any person, or misrepresent your identity or affiliation with any person or organization;
(i) use the App in any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries);
(j) engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Site or App, or which, as determined by KeyPleaz®, may harm KeyPleaz® or users of the Site or App or expose them to liability;
(k) use the Site or App in any manner that could disable, overburden, damage, or impair the Site or App, or interfere with any other party’s use of the Site or App, including their ability to engage in real time activities through the Site or App;
(l) use any robot, spider, or other automatic device, process, or means to access the Site or App for any purpose, including monitoring or copying any of the material on the Site or App;
(m) introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful;
(n) attempt to gain unauthorized access to,interfere with, damage, or disrupt any parts of the Site orApp, the server on which any portion of the Site or App is stored, or any server, computer, or database connected to the Site or App;
(o) attack the Site or App via a denial-of- service attack or a distributed denial-of- service attack; or
(p) otherwise attempt to interfere with the proper working of the Site or App.
If for any reason, KeyPleaz® determines that you have failed to follow these rules, we reserve the right to prohibit any and all current or future use of the Services (or any portion thereof) by you. If we have reason to suspect, or learn that anyone is violating these Terms, we may investigate and/or take legal action as necessary including bringing a lawsuit for damages caused by the violation. We reserve the right to investigate and take appropriate legal action, including without limitation, cooperating with and assisting law enforcement or government agencies in any resulting investigations of illegal conduct.
ANY ATTEMPT BY AN PARTICIPANT OR ANY OTHER INDIVIDUAL TO DELIBERATELY DAMAGE THE SITE OR APP OR UNDERMINE THE LEGITIMATE OPERATION OF ANY SERVICE IS A VIOLATION OF CRIMINAL AND/OR CIVIL LAWS AND SHOULD SUCH AN ATTEMPT BE MADE, KeyPleaz® RESERVES THE RIGHT TO SEEK DAMAGES AND OTHER REMEDIES FROM ANY SUCH PERSON TO THE FULLEST EXTENT PERMITTED BY LAW.
16. Term and Termination.
The term of Agreement commences when you acknowledge your acceptance and will continue in effect until terminated by you or KeyPleaz® as set forth in this section (“Term”)
You may cancel your account at any time through your account settings or by sending us an email at the contact information at the bottom of the page. Unless KeyPleaz® is in breach of this Agreement and does not cure said breach within thirty (30) days of receiving written notice from you of an actual breach, identifying specifically the nature of the breach, you are not entitled to any refunds.
KeyPleaz® may suspend or cancel your account without notice or refund to you if you violate this Agreement. If your account is cancelled, KeyPleaz® reserves the right to remove your account information along with any account settings from our servers with No liability or notice to you. Once your account information and account settings are removed, you will not be able to recover this data and you will lose access to all of your content (except that content stored/published to third-party websites, that data will remain on said third-party websites pursuant to those website’s terms and conditions).
KeyPleaz® may terminate this Agreement at any time without notice if it ceases to support the Services, which KeyPleaz® may do in its sole discretion.
Termination will not limit any of KeyPleaz® rights or remedies at law or in equity.
Following termination of your account, however, your license to use KeyPleaz® Content automatically terminates, and KeyPleaz® has no obligation to provide you with use of the Services. All provisions of these Terms that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability. You acknowledge and understand that our rights regarding any content you submitted to the website before your account was terminated shall survive termination.
17. Advertisements and Third-Party Sites.
The Services may contain third party advertisements and/or sponsorships. The advertisers and sponsors that provide these advertisements or sponsorships are solely responsible for insuring that the materials submitted for inclusion on the Services are accurate and that they comply with all applicable laws. We are not responsible for the acts or omissions of any sponsor or advertiser.
Additionally, the Services may permit you to link to other websites or resources on the internet. Links on the Services to third party websites, if any, are provided only as a convenience to you. If you use these links, you will leave the Services. The inclusion or integration of third-party services or links does not imply control of, endorsement by, or affiliation with KeyPleaz®. Your dealings with third parties are solely between you and such third parties. You agree that KeyPleaz® will not be responsible or liable for any content, goods or services provided on or through these outside websites or for your use or inability to use such websites. You will use these links at your own risk.
Without limiting the foregoing, your correspondence or business dealings with, participation in promotions of or purchases from, third parties found on or through the use of the Services, including payment for and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party. You agree that KeyPleaz® shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Services.
18. KeyPleaz® Intellectual Property and User Content.
Intellectual Property Ownership. KeyPleaz® shall have the appropriate license to or shall own all right, title, and interest, including all related intellectual property rights, in and to the KeyPleaz® technology, the Services.
You agree that KeyPleaz® shall own all right, title, and interest to any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by you to KeyPleaz® relating to the Services. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Services, the KeyPleaz® technology, or the intellectual property rights owned by KeyPleaz®. The KeyPleaz® name, the KeyPleaz® logo, and the product names associated with the Services are trademarks of KeyPleaz® or its licensors, and no right or license is granted to use them.
User Content and Copyright Policy. The KeyPleaz® Services contains areas in which you may post or upload user-generated content, comments, video, photos, messages, other materials or items (collectively, “User Content”). You are solely responsible for your use of any User Content you submit.
By submitting any User Content, you agree that you will not upload, post or otherwise transmit any User Content that (a) violates or infringes in any way upon the rights of others, including any statements which may defame, harass, stalk or threaten others; (b) you know to be false, misleading or inaccurate; (c) contains blatant expressions of bigotry, racism, racially or ethnically offensive content, hate speech, abusiveness, vulgarity or profanity; (d) contains or advocates pornography or sexually explicit content, pedophilia, incest, bestiality, or that is otherwise obscene or lewd; (e) violates any law or advocates or provides instruction on dangerous, illegal, or predatory acts, or discusses illegal activities with the intent to commit them; (f) advocates violent behavior; (g) poses a reasonable threat to personal or public safety; (h) contains violent images of killing or physical abuse that appear to have been captured solely, or principally, for exploitative, prurient, or gratuitous purposes; (i) is protected by copyright, trademark, trade secret, right of publicity or other proprietary right without the express permission of the owner of such copyright, trademark, trade secret, right of publicity or other proprietary right; (j) contains any unsolicited or unauthorized advertising or promotional materials with respect to products or services, “junk mail”, “spam”, “chain letters”, “pyramid schemes”, or any other form of solicitation; or (l) uses the name or likeness of an identifiable natural person without such person’s consent.
KeyPleaz® RESERVES THE RIGHT TO REMOVE ANY USER CONTENT FOR ANY REASON AT ITS SOLE DISCRETION.
Reporting Claims of Copyright Infringement. We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the Services infringe your copyright, you may request removal of those materials (or access to them) from the Services by submitting written notification to our copyright agent designated below. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) ("DMCA "), the written notice (the "DMCA Notice") must include substantially the following:
(1) Your physical or electronic signature.
(2) Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Services, a representative list of such works.
(3) Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
(4) Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.
(5) A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.
(6) A statement that the information in the written notice is accurate.
(7) A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective. Please be aware that if you knowingly materially misrepresent that material or activity on the Services is infringing your copyright, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA.
Our designated copyright agent to receive DMCA Notices and Counter-Notices (as further defined below) may be contacted at Pam@KeyPleaz.com.
Counter-Notification Procedures. If you believe that material you posted on the Services was removed or access to it was disabled by mistake or misidentification, you may file a counter-notification with us (a "Counter- Notice") by submitting written notification to our copyright agent designated below. Pursuant to the DMCA, the Counter-Notice must include substantially the following:
(1) Your physical or electronic signature.
(2) An 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 disabled.
(3) Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
(4) A statement under penalty of perjury by you that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.
(5) A statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if you reside outside the United States for any judicial district in which the Services may be found) and that you will accept service from the person (or an agent of that person) who provided the Services with the complaint at issue.
The DMCA allows us to restore the removed content if the party filing the original DMCA Notice does not file a court action against you within ten business days of receiving the copy of your Counter-Notice. Please be aware that if you knowingly materially misrepresent that material or activity on the Services was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA.
It is our policy in appropriate circumstances to disable and/or terminate the accounts of users who are repeat infringers.
19. Warranty Disclaimer.
KeyPleaz® DOES NOT WARRANT THAT YOUR ACTIVITIES OR USE OF THE SITE OR APP IS LAWFUL IN ANY PARTICULAR JURISDICTION AND, IN ANY EVENT, KeyPleaz® SPECIFICALLY DISCLAIMS SUCH WARRANTIES. YOU UNDERSTAND THAT BY USING ANY OF THE FEATURES OF THE SITE OR APP, YOU ACT AT YOUR OWN RISK, AND YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE SITE OR APP OR THE CONTENT. FURTHER, KeyPleaz® AND ITS PARENTS, SUBSIDIARIES AND AFFILIATES DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, NONINFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND TITLE.
YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES AND THE MATERIALS CONTAINED HEREIN ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THESE TERMS, KeyPleaz® AND ITS AFFILIATED COMPANIES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND OTHER REPRESENTATIVES (COLLECTIVELY, “KeyPleaz®") EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND PERTAINING TO THE SERVICES AND THE MATERIALS HEREIN, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, SECURITY, ACCURACY, AVAILABLITY, USE REASONABLE CARE AND SKILL, AND NON-INFRINGEMENT, AS WELL AS WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF DEALING, AND COURSE OF PERFORMANCE. KeyPleaz® MAKES NO WARRANTY THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS, (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE OR FREE OF VIRUSES OR BUGS, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, AND (IV) ANY ERRORS IN OR ON THE SERVICES WILL BE CORRECTED. ANY MATERIAL, CONTENT, OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED AND/OR USED THROUGH THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL, CONTENT OR INFORMATION. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM KeyPleaz® ON OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS AND CONDITIONS.
20. Limitation of Liability. Limitation of Liability
EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED, IN NO EVENT SHALL KeyPleaz®, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICE (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) FIVE THOUSAND U.S. DOLLARS ($5,000.00). SOME STATES OR COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL
DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. IN THESE JURISDICTIONS, KeyPleaz’s® LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
21. Dispute Resolution, Arbitration, and Class Action Waiver.
PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT
Informal Resolution
It is KeyPleaz’s® goal that the Services meet your expectations and live up to our promises to you.
However, there may be instances when you feel that KeyPleaz® has not fulfilled its obligations or you may have a different type of problem or dispute that needs special attention. In those instances, KeyPleaz® is committed to working with you to reach a reasonable resolution that satisfies you; however, we can only do this if we know about and understand your issue. Therefore, for any problem or dispute that you may have with KeyPleaz®, you acknowledge and agree that you will first give KeyPleaz® an opportunity to resolve your problem or dispute. In order to initiate this dispute resolution process, you must first send us a written description of your problem or dispute within thirty (30) days of the Services being performed by sending an email to Pam@KeyPleaz.com.
You then agree to negotiate with KeyPleaz® in good faith about your problem or dispute. This should lead to resolution, but if for some reason your problem or dispute is not resolved satisfactorily within sixty (60) days after KeyPleaz’s® receipt of your written description of it, you agree to the further arbitration provisions below.
BINDING ARBITRATION
Arbitration Proceeding. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of these Agreement to arbitrate, shall be determined by arbitration before three arbitrators. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. Judgment on the Award may be entered in any court having jurisdiction. ANY ARBITRATION UNDER THESE TERMS SHALL TAKE PLACE ON AN INDIVIDUAL BASIS. CLASS ACTION AND CLASS ARBITRATIONS ARE NOT PERMITTED. YOU UNDERSTAND THAT BY AGREEING TO THESE TERMS, YOU WAIVE YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
Location. If you are a resident of the United States, arbitration will take place at any reasonable location within the United States convenient for you.
Class Action Waiver. The parties further agree that any arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND KeyPleaz® AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
Exceptions to Arbitration. You and KeyPleaz® agree that the following claims are not subject to the above provisions concerning negotiations and binding arbitration: (a) any claim seeking to enforce or protect, or concerning the validity of, any of KeyPleaz’s® intellectual property rights; (b) any claim related to, or arising
from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (c) any claim for equitable relief. In addition to the foregoing, either party may assert an individual action in small claims court for claims that are within the scope of such court’s jurisdiction in lieu of arbitration.
30-Day Right to Opt-Out. You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice of your decision to opt-out to the address listed below. The notice must be sent within 30 days of your first use of the Service, otherwise you shall be bound to arbitrate disputes in accordance with the terms of those paragraphs. If you opt-out of these arbitration provisions, KeyPleaz® also will not be bound by them.
22. Assignment; Change in Control.
You may not assign this Agreement in whole or in part, for any reason. This Agreement will be binding upon and will inure to the benefit of the parties and their heirs, executors, administrators, successors, and assigns. KeyPleaz® may assign this Agreement or delegate any of our rights or obligations hereunder, or any part thereof, to any third party, including our successor in interest, without requiring your written consent.
23. Entire Agreement; Severability.
These Terms and other referenced material constitute the entire agreement between you and KeyPleaz® with respect to the Services, and supersede all prior or contemporaneous agreements, representations, warranties, and understandings (whether oral, written or electronic) between you and KeyPleaz® with respect to the Services and govern the future relationship. If a court in any final, unappealable proceeding holds any provision of these Terms or its application to any person or circumstance invalid, illegal or unenforceable, the remainder of these Terms, shall not be affected, and shall be valid, legal and enforceable to the fullest extent permitted by law.
24. Geographic Limits of Service.
KeyPleaz® make no representation that materials contained on the Services or products described or offered are appropriate or available for use in jurisdictions outside the United States, or that these Terms comply with the laws of any other country. If you access the Service from other locations, you do so at your own initiative and are responsible for compliance with local laws. You agree that you, and not KeyPleaz®, are responsible for compliance with applicable local laws.
KeyPleaz® reserves the right, at any time in our sole discretion, to limit the availability and accessibility of the Services to any person, geographic area, or jurisdiction we so desire.
25. Governing Law.
These Terms (and any further rules, policies, or guidelines incorporated by reference) shall be governed by and construed in accordance with the laws of the State of Georgia and the United States, without giving effect to any principles of conflicts of law, and without application of the Uniform Computer Information Transaction Act or the United Nations Convention of Controls for International Sale of Goods.
You agree that KeyPleaz® and its Services are deemed passive and that do not give rise to personal jurisdiction over KeyPleaz® or its parents, subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers or shareholders, either specific or general, in any jurisdiction other than the State of Georgia. You agree that any action at law or in equity arising out of or relating to these Terms, or your use or non-use of the Services, shall be filed only in the state or federal courts located in Fulton County in the State of Georgia and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. You irrevocably waive any right you may have to trial by jury in any dispute, action, or proceeding.
26. Limitation of Time to File Claims.
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
27. No Third-Party Beneficiaries.
You agree that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to the Terms.
28. No Waiver.
No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.
29. Contact.
I HEREBY ACKNOWLEDGE THAT I HAVE READ AND UNDERSTAND THESE TERMS OF SERVICE AND PRIVACY POLICY, AND AGREE THAT MY USE OF THE SERVICES IS AN ACKNOWLEDGMENT OF MY AGREEMENT TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.
End.