BLUEKEYS.IO
TERMS OF SERVICE
Last Updated December 12, 2023
These General Terms of Service (these “ General Terms ”) are a legal agreement between Blue Keys Ventures LLC (“ BlueKeys ”, “ we ”, “ our ” or “ us ”) and you, as a current or prospective customer/user of our services (“ you ” or “ your ”), and govern your use of such services, including the website , the platform on which users may display, post, sell, or purchase certain digital memberships (“ Membershps ”), the corresponding mobile application (the “ App ”), websites, software, cloud-based solutions, and other products and services that we may offer (collectively, the “ Services ”). By using any of the Services, you agree to these General Terms and any policies referenced within these General Terms (“ Policies ”), including our Privacy Policy , which is incorporated herein by reference (collectively, the “ Terms ”). You also agree that additional terms may apply to certain options or offers available through the Services. Such additional terms will be disclosed to you in connection with the applicable activity. Additional terms are in addition to, and shall be deemed a part of, the Terms for the purposes of the applicable option or offer.
Additional terms shall prevail over the Terms in the event of a conflict with respect to the applicable option or offer. The Terms form a legally binding agreement between you and us. BY CLICKING “ACCEPT” OR SIMILAR CHECK BOX PRESENTED TO YOU AS PART OF THE SIGN-UP PROCESS OR BY USING OR ACCESSING THE SERVICES, YOU ARE CONFIRMING THAT YOU CAN FORM A LEGALLY BINDING CONTRACT WITH BLUEKEYS, AND YOU ARE AGREEING TO COMPLY WITH THE TERMS. YOU UNDERSTAND AND AGREE THAT WE WILL TREAT YOUR ACCESS OR USE OF THE SERVICES AS ACCEPTANCE OF THE TERMS FROM THAT POINT ONWARDS. IF YOU DO NOT AGREE WITH THE TERMS, PLEASE DO CLICK THE “ACCEPT” BUTTON OR ACCEPT THE TERMS, AND YOU MAY NOT ACCESS OR USE THE SERVICES.IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY, ORGANIZATION, OR OTHER LEGAL ENTITY (A “ LEGAL ENTITY ”) THAT IS NOT A NATURAL PERSON, YOU ACKNOWLEDGE, REPRESENT, AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH LEGAL ENTITY TO THIS AGREEMENT, AND REFERENCES TO “YOU” AND “YOUR” IN THIS AGREEMENT WILL ALSO BE READ TO REFER TO THAT LEGAL ENTITY. ARBITRATION NOTICE FOR USERS IN THE UNITED STATES: THE TERMS CONTAIN AN ARBITRATION CLAUSE AND A WAIVER OF RIGHTS TO BRING A CLASS ACTION AGAINST US. EXCEPT FOR CERTAIN TYPES OF DISPUTES MENTIONED IN THAT ARBITRATION CLAUSE, YOU AND BLUEKEYS AGREE THAT DISPUTES BETWEEN US WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, AND YOU AND BLUEKEYS WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
1. Changes to the Terms . We retain the exclusive right, in our sole discretion, to make changes to the Terms, at any time and from time to time. Your continued access to and use of the Services constitutes your agreement to be bound by, and your acceptance of, the Terms, as posted at any such time. You acknowledge and agree that you accept the Terms (and any amendments thereto) each time that you access or use the Services. Therefore, we encourage you to review the Terms regularly.
2. About the Services.
(a) BlueKeys is a platform that allows brands / businesses to display, offer, and sell ‘brand-card’ Memberships that have certain functionalities and rewards characteristics that are specific to such brand / business, and allows consumers / users to purchase the same, and to easily maintain, use, and interact with the same, thereafter. For its brand / business users, BlueKeys offers are variety of Services, including tiered Memberships, rewards systems management, payouts, POS integrations, Memberhips collaborations and automated payouts, and brand card gamification, subject to availability and tiered subscription selection.
(b) BlueKeys is not a party to contracts for the sale of Memberships between the brand’s that are creating them and the customers that are purchasing them, nor is BlueKeys a traditional auctioneer, broker, financial institution, broker, exchange, or creditor. Any guidance that BlueKeys provides as part of our Services, is solely informational and you may decide to follow it or not. We may help facilitate the resolution of disputes between brands and consumers through various programs, but we are under no legal obligation to do so.
(c) Unless otherwise expressly provided, BlueKeys has no control over and does not guarantee: (i) the existence, quality, or legality of items advertised; (ii) the truth or accuracy of any brand / business listings; (iii) the ability of brands sell Memberships; (iv) the ability of consumers to pay for items; or (v) that a brand and a consumer will actually complete a transaction.
3. Your Account.
3.1 Account Registration.
You must open an account with us (an “ Account ”) to use the Services. During the registration process we will ask you for information, which may include but is not limited to, your name, e-mail address, and other personal information or information about your brand / business. You must provide accurate and complete information in response to our questions, and you must keep that information current. You are fully responsible for all activity that occurs under your Account, including for any actions taken by persons to whom you have granted access to your Account. We reserve the right to change the account type, suspend or terminate your Account and the account of anyone who provides inaccurate, untrue, or incomplete information, or who fails to comply with the account registration requirements.
3.2 Eligibility.
(a) You represent and warrant that you are at least eighteen (18) years old. If you are at least thirteen (13) years old but under 18 years old, you may only use BlueKeys through a parent or guardian’s Account and with their approval and oversight. That account holder is responsible for your actions using the Account. It is prohibited to use our Services if you are under 13 years old.
(b) You also represent and warrant that you will comply with all applicable laws (e.g., local, state, federal and other laws) when using the Services. Without limiting the foregoing, by using the Services, you represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo; and (ii) you have not been identified as a Specially Designated National or placed on any U.S. Government list of prohibited, sanctioned, or restricted parties. If you access or use the Services outside the United States, you are solely responsible for ensuring that your access and use of the Services in such country, territory, or jurisdiction does not violate any applicable laws.
3.3 Additional Account Information.
BlueKeys may require you to provide additional information and documents in certain circumstances, such as at the request of any government authority, as any applicable law or regulation dictates, or to investigate a potential violation of the Terms. In such cases, BlueKeys, in its sole discretion, may disable your Account and block your ability to access the Services until such additional information and documents are processed by BlueKeys. If you do not provide complete and accurate information in response to such a request, BlueKeys may refuse to restore your access to the Services.
3.4 Disabling Accounts.
We reserve the right to disable your Account at any time, including if you have failed to comply with any of the provisions of the Terms, or if activities occur on your Account which, in our sole discretion, would or might cause damage to or impair the Services or infringe or violate any third-party rights, or violate any applicable laws or regulations.
4. Payment of Fees for the Services.
4.1 Transaction Fees– Consumers.
BlueKeys will charge users who purchase brand card Memberships using the Services certain transaction (“ Transaction Fees ”), which are published by BlueKeys, on its website or otherwise through the Services, from time to time, and you authorize BlueKeys to automatically deduct fees directly from your payment. For the avoidance of doubt, these Transaction Fees are payable to BlueKeys, whereas any applicable Brand Card Fees are payable directly to the brand / business that is offering the applicable Memberships (as more fully described below in Section 3.3). These Transaction Fees will be paid directly by the purchaser, and will be chargeable at the initial purchase, as well as the purchase (if any) of any subsequent offers / sales of products linked to such Memberships. Use of our Services by consumer users to purchase Memberships and/or offers linked thereto is consent to, and a promise to pay in full, any such Transaction Fees.
4.2 Subscription Fees – Brand Card (Membership) Creators.
(a) For those users who are creators of brand card Memberships, the Services include subscription services, which may be tiered to include basic and premium tiers, from time to time (“ Subscription Services ”). The Subscription Services must be paid for on monthly a recurring basis (“ Subscription Fees ”), and may subject you to additional terms. By signing up for a Subscription Service, you agree to pay us the Subscription Fee and any applicable Taxes (as defined below). If we are not able to process payment of Subscription Fees using an Authorized Payment Method (as defined below), we will make a second attempt to process payment using any Authorized Payment Method. If the second attempt is not successful, we will make a final attempt. If our final attempt is not successful, we may suspend and revoke access to your Account and the Services. Your Account will be reactivated upon your payment of any outstanding Subscription Fees, plus the Subscription Fees applicable to your next billing cycle. You may not be able to access your Account during any period of suspension. If the outstanding Subscription Fees remain unpaid for sixty (60) days following the date of suspension, BlueKeys reserves the right to terminate your Account.
(b) You must keep a valid payment method on file with us to pay for all incurred and recurring Subscription Fees. BlueKeys will charge applicable Subscription Fees to any valid payment method that you authorize (“ Authorized Payment Method ”), and BlueKeys will continue to charge the Authorized Payment Method for applicable Subscription Fees until the Services are terminated, and any and all outstanding Subscription Fees have been paid in full. Unless otherwise indicated, all Subscription Fees and other charges are quoted in U.S. Dollars ($), and all payments must be in U.S. Dollars ($).
(c) Unless otherwise provided in a Subscription Service’s terms, Subscription Fees will be charged on the first (1st) calendar day of every month, unless and until canceled. You may cancel a Subscription Service at any time from your Account settings. If you cancel a Subscription Service, you will continue to have access to that Subscription Service through the end of your then current billing period, but you will not be entitled to a refund or credit for any Subscription Fee already due or paid. We reserve the right to change our Subscription Fees upon thirty (30) days’ advance notice. Your continued use of Subscription Services after notice of a change to our Subscription Fees will constitute your agreement to such changes.
(d) All Subscription Fees are exclusive of applicable federal, provincial, state, local or other governmental sales, goods, and services, harmonized or other taxes, fees, or charges now in force or enacted in the future (“ Taxes ”). You are responsible for all applicable Taxes that arise from or as a result of your subscription to the Services. To the extent that BlueKeys charges these Taxes, they are calculated using the tax rates that apply based on the billing address you provide to us. Such amounts are in addition to the Fees for such products and services, and will be billed to your Authorized Payment Method. If you are exempt from payment of such Taxes, you must provide us with evidence of your exemption, which in some jurisdictions includes an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date we receive evidence satisfactory to BlueKeys of your exemption. If you are not charged Taxes by BlueKeys, you are responsible for determining if Taxes are payable, and if so, self-remitting Taxes to the appropriate tax authorities in your jurisdiction.
4.3 Brand Card Fees.
Each brand / business may require a fee to purchase one of its Memberships and/or ongoing fees to maintain possession of the same (collectively, “ Brand Card Fee(s) ”). As a user who is a purchaser of the same, you are responsible for paying any Brand Card Fee(s) to the brand / business that has listed the Membership, pursuant to any additional terms provided by such seller in the Purchase Terms (defined below).
4.4 Additional Payment / Fees Provisions.
(a) You expressly authorize us (and any payment processor) to charge your payment card for all purchases you make in connection with the Services. The bank issuing your credit card may control when to release funds in the case of an order cancellation or refund. We may ask you to supply additional information relevant to your transaction, including your credit card number, the expiration date of your credit card and your e-mail and postal addresses for billing and notification (such information, “ Payment Information ”). You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information. You may need to provide additional information to verify your identity before completing your transaction (such information is included within the definition of Payment Information). We reserve the right to use the Payment Information you provide us in connection with any payments to provide better service to you should you wish to use our service again in the future and to protect us from fraud and other losses. Completion of a payment transaction is contingent upon: (i) you providing complete personal, account, transaction and any other information needed; (ii) authorization of the payment by your credit or debit card company, and (iii) acceptance of your payment.
(b) Payments and refunds facilitated by the Services may be processed by our third-party payment processor (“ Payment Processor ”), which, currently, is Stripe, Inc. You may be required to create an account with such Payment Processor, and by doing so, you are agreeing to comply with the Payment Processor’s terms of service. You may need to provide additional information to verify your identity, business, and tax information and your bank information when you register with the Payment Processor. If, and to the extent, we accept, hold, or transmit funds in connection with your purchase, you agree that we do so, on your behalf, as your limited agent and you hereby appoint BlueKeys as your limited agent solely for the purpose of accepting payments from, and refunding payments to, Service recipients on your behalf. In accepting appointment as your limited agent, we assume no liability for any of your acts or omissions.
(c) We reserve the right to offset future payments to you (“ Payment Holdbacks ”) in certain cases including without limitation: (i) where your Account is subject to excessive chargebacks resulting in additional costs or fees from the Payment Processor; (ii) where the Payment Processor withholds a percentage of a payment as a reserve, for example, as a result of actual or suspected fraudulent activity; or (iii) in certain cases where we decide, in our sole discretion, that it is prudent or necessary to reverse a transaction. We further reserve the right to implement Payment Holdbacks to you if payments are deemed suspicious or fraudulent, at our sole discretion. We will notify you that you are subject to a Payment Holdback and we may require that you provide supporting documentation or information related to the relevant payment(s) and corresponding purchase(s). If you do not provide such supporting evidence within the requested timeframe, we reserve the right to refund the payment and transfer any available funds from your wallet to your identified bank account, or otherwise take any action we feel is reasonably necessary to comply with our compliance standards, including those imposed by any relevant financial institution, our Payment Processor, or the credit card network rules, as well as any applicable law.
(d) You are solely responsible for the information you provide in connection with payments and refunds processed via the Services. We will not be liable for failure to complete any payment or refund from or to your Account if you provide inaccurate or incomplete information regarding the payment or refund. Subject to applicable law, we reserve the right to send any delinquent, past due, or any other Account that is in default to collections agencies to recover such past due amount.
5. Acknowledgements as to Risk and Disputes.
5.1 Assumption of Membership Risk.
You accept and acknowledge:(i) You are solely responsible for determining what, if any, taxes apply to your transactions through the Services. Neither BlueKeys nor any other BlueKeys Party (as defined below) is responsible for determining the taxes that apply to such transactions.(ii) Our Services does not store, send, or receive cryptocurrency assets or NFTs.
5.2 Disputes Between Brands and Purchasers.
BlueKeys is not a party to any relationship between brands / businesses that list and offer Memberships and any user who is a purchaser, or in the delivery of Memberships. In the event that any dispute arises between such parties, you agree to address such dispute directly with the other party. If permitted in your jurisdiction, you release BlueKeys (and BlueKeys’ officers, directors, agents, investors, subsidiaries, and employees) (collectively “ Releasees ”) from, and covenant not to sue Releasees for any and all claims, demands, or damages (actual or consequential) of any kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such dispute.
5.3 Regulatory and Compliance Suspensions or Terminations.
We may suspend or terminate your access to the Services, at any time, in connection with any transaction as required by applicable law, any governmental authority, or if we in our sole and reasonable discretion determine you are violating the Terms or the terms of any third-party service provider. Such suspension or termination shall not be constituted a breach of the Terms by BlueKeys. In accordance with its anti-money laundering, anti-terrorism, anti-fraud, and other compliance policies and practices, we may impose reasonable limitations and controls on the ability of you or any beneficiary to utilize the Services. Such limitations may include, where good cause exists, rejecting transaction requests, freezing funds, or otherwise restricting you from using the Services.
6. BlueKeys’ Intellectual Property.
6.1 Rights We Grant You.
The Services contain material that is derived, in whole or in part, from material owned by BlueKeys as well as third-parties. We expressly and exclusively reserve for ourself (and our licensors) any and all registered and unregistered rights (whether or not registrable) granted, applied for, or otherwise now or hereafter in existence under or related to any patent or patentable subject matter, copyright or copyrightable subject matter, trademark or trademarkable subject matter, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world (the “ Intellectual Property Rights ”) that are created, generated, acquired, or used in connection with the Services. The look and feel of the Services, including, but not limited to, any custom graphics, button icons, and scripts are also our property, and you may not copy, imitate, or use them, in whole or in part, without our prior written consent. Nothing herein shall be deemed to grant any rights or licenses to our Intellectual Property Rights to you, except as is expressly required for you to use the Services (but not apart from your use thereof).
6.2 Third-Party Trademarks.
You acknowledge and agree that any of our names, trademarks, service marks, logos, trade dress, or other branding included on our website or as part of the Services are owned by us, unless otherwise noted, and may not be copied, imitated, or used (in whole or in part) without our prior written consent. All other third-party trademarks, registered trademarks, and product names mentioned on the Service or contained in the content linked to or associated with any Memberships displayed on the Service are the property of their respective owners and may not be copied, imitated, or used, in whole or in part, without the permission of the applicable intellectual property rights holder. Reference to any products, services, processes, or other information by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by BlueKeys.
6.3 Feedback.
You may voluntarily post, submit or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials or other information about BlueKeys or our Services (collectively, “ Feedback ”). By submitting Feedback to us, you hereby grant us a royalty-free, irrevocable, perpetual, non-exclusive, unrestricted, worldwide license to use, copy, adapt, modify, sublicense, transmit, distribute, display, sell, transfer, incorporate into our products or services, create derivative works from, or otherwise exploit any such Feedback without any compensation to you.
7. Your Content.
7.1 Posting Content.
Our Services may allow you to store or share content such as text (in posts or communications with others), files, documents, graphics, images, music, software, audio and video. Anything (other than Feedback) that you post, or otherwise make available through the Services, is referred to as “ User Content ”. BlueKeys does not claim any ownership rights in any User Content and nothing in the Terms will be deemed to restrict any rights that you may have to your User Content.
7.2 Ownership.
As a brand / business who is a seller of a Memberships, subject to the rights of a buyer of your Memberships and the grant of rights as described below, you retain your ownership of any User Content you submit, post, or display using the Services. BlueKeys does not claim any ownership rights in any User Content and nothing in the Terms will be deemed to restrict any rights that you may have to your User Content.
7.3 Permissions as to Your User Content.
By making any User Content available through the Services, you hereby grant to BlueKeys a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works based upon, distribute, publicly display, and publicly perform your User Content in connection with operating and providing the Services.
7.4 Membership Terms.
Memberships may be subject to terms covenanted to directly between buyers and sellers with respect to the use of the Membership content and benefits associated with a given Membership (“ Purchase Terms ”). The buyer and seller are entirely responsible for communicating, promulgating, agreeing to, and enforcing any such Purchase Terms. You are solely responsible for producing and/or reviewing any such Purchase Terms. You bear full responsibility for verifying the authenticity, legitimacy, identity, and other details about any Membership or account that you view or otherwise interact with in conjunction with our Service. We make no guarantees or promises about the identity, legitimacy, or authenticity of any Membership or account on the Service.
7.5 Seller Obligations.
If you are a brand / business who has listed and sold a Membership, you hereby grant BlueKeys the right to use your name, image and likeness for marketing or promotional purposes, including, but not limited to, publicity about your Memberships.
7.6 Authority.
You represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power and/or authority necessary to grant the rights granted herein for any User Content that you submit, post, or display on or through the Service, including, but not limited to, Membership Content. You agree that such User Content will not contain material subject to copyright or other proprietary rights, unless you have all necessary permissions, or are otherwise legally entitled to post the material and to grant BlueKeys the license described above.
7.7 Your Responsibility for User Content.
You are solely responsible for all of your User Content. You represent and warrant that you have (and will continue to have) all rights that are necessary to grant us the license rights in your User Content under the Terms. You represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by BlueKeys on or through the Services will infringe, misappropriate, or violate a third-party’s Intellectual Property Rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
7.8 Removal of User Content.
You should know that, in certain instances, some of your User Content (such as posts or comments you make) may not be completely removed and copies of your User Content may continue to exist on or off the Service. To the maximum extent permitted by law, we are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any User Content.
8. User Conduct.
8.1 Use Restrictions.
You may not do, attempt to do, enable, or encourage anyone else to do, any of the following:(i) Use or attempt to use another user’s Account without authorization from such user;(ii) Pose as another person or entity;(iii) Claim a BlueKeys username for the purpose of reselling it or otherwise engage in name squatting;(iv) Distribute spam, including through sending unwanted Memberships to other users;(v) Use the Services in any manner that could damage, disable, overburden, or impair the functioning of the Services in any manner;(vi) Bypass or ignore instructions that control access to the Services, including attempting to circumvent any rate limiting systems by using multiple API keys, directing traffic through multiple IP addresses, or otherwise obfuscating the source of traffic you send to BlueKeys;(vii) Use any data mining, robot, spider, crawler, scraper, script, browser extension, offline reader, or other automated means or interface not authorized by us to access the Services, extract data, or otherwise interfere with or modify the rendering of Services pages or functionality;(viii) Reverse engineer, duplicate, decompile, disassemble, or decode any aspect of the Services, or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any service, area, or code of the Services;(ix) Sell or resell the Services or attempt to circumvent any BlueKeys fee systems;(x) Engage in behaviors that have the intention or the effect of artificially causing an item or collection to appear at the top of search results, or artificially increasing view counts, favorites, or other metrics that BlueKeys might use to sort search results;(xii) Use the Services or data collected from our Services for any advertising or direct marketing activity (including, without limitation, e-mail marketing, SMS marketing, and telemarketing);(xiii) Use the Services for money laundering, terrorist financing, or other illicit finance;(xiv) Use the Services from a country sanctioned by the government of the United States or to facilitate transactions involving individuals sanctioned by the government of the United States or located in sanctioned countries;(xv) Use the Services to carry out any financial activities subject to registration or licensing, including, but not limited to, creating, selling, or buying securities, commodities, options, or debt instruments;(xvi) Use the Services to create, sell, or buy Memberships or other items that give owners’ rights to participate in an any securities offering, or that are redeemable for securities, commodities, or other financial instruments;(xvi) Use the Services to engage in price manipulation, fraud, or other deceptive, misleading, or manipulative activity;(xvii) Use the Services to buy, sell, or transfer stolen items, fraudulently obtained items, items taken without authorization, and/or any other illegally obtained items;(xix) Infringe or violate the intellectual property rights or any other rights of others;(xx) Create or display illegal content, such as content that may involve child sexual exploitation;(xxi) Create or display Memberships, or other items, that promote suicide or self-harm, incites hate or violence against others, or doxes another individual;(xxii) Use the Services for any illegal or unauthorized purpose, including creating or displaying illegal content, such as content that may involve child sexual exploitation, or encouraging or promoting any activity that violates the Terms; or(xxiii) Use the Services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Services.
8.2 Monitoring . We may, but have no obligation to, monitor the use by you and other users of the Services. We reserve the right to take, or refrain from taking, any and all steps available to us, including suspending or terminating your access to the Services or seeking other legal or equitable remedies, once we become aware of any violation of the Terms.
9. Third-Party Content and Services.
(a) BlueKeys helps you explore Memberships created by third-parties. BlueKeys does not make any representations or warranties about this third-party content visible through our Services, including any content associated with Memberships displayed on the Services, and you bear responsibility for verifying the legitimacy, authenticity, and legality of Memberships that you purchase from third-party sellers. We also cannot guarantee that any Memberships visible on BlueKeys will always remain visible and/or available to be bought, sold, or transferred.
(b) The Services may also contain links or functionality to access or use third-party websites (“ Third-Party Websites ”) and applications (“ Third-Party Applications ”), or otherwise display, include, or make available content, data, information, services, applications, or materials from third parties (“ Third-Party Materials ”). When you click on a link to, or access and use, a Third-Party Website or Third-Party Application, though we may not warn you that you have left our Services, you are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites, Third-Party Applications, and Third-Party Materials are not under the control of BlueKeys, and may be “open” applications for which no recourse is possible. BlueKeys is not responsible or liable for any Third-Party Websites, Third-Party Applications, and Third-Party Materials. BlueKeys provides links to these Third-Party Websites and Third-Party Applications only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites or Third-Party Applications, or their products or services or associated Third-Party Materials. You use all links in Third-Party Websites, Third-Party Applications, and Third-Party Materials at your own risk.
10. Copyright and Trademark Infringement.
10.1 Copyright/Trademark Infringement Complaints.
(a) The Digital Millennium Copyright Act (“ DMCA ”) requires hosting providers to remove or disable access to potentially infringing content upon receipt of a notice that meets certain requirements. For content hosted by BlueKeys, BlueKeys’ policy is to comply with notices alleging copyright infringement pursuant to the DMCA. Section 512 of the DMCA outlines the requirements for reporting a copyright violation for copyright owners, as well as requirements for submitting a counter-notification by an affected party. BlueKeys applies a similar framework to allegations of trademark infringement. We will process, investigate, and respond expeditiously to notices of alleged infringement and will take appropriate actions under the DMCA and other applicable intellectual property laws with respect to any alleged or actual infringement.
(b) If you wish to provide such a notice, the notice should be filed with our “Copyright Agent ”, as follows:
Blue Keys Ventures LLC Attn: Copyright Agent 12300 SW 130th Street, #7
Miami, Florida 33186, e-mail: hello@bluekeys.io
(c) A notice claiming copyright infringement must comply with the requirements set forth in 17 U.S.C. § 512(c)(3) (or any successor statute thereto). That means, generally, that such notice must:
(i) Contain the physical or electronic signature of a person authorized to act on behalf of the claimed copyright owner;
(ii) Identify the copyrighted work claimed to have been infringed;
(iii) Identify 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, and information reasonably sufficient to let us locate the material;
(iv) Provide your contact information, including your address, telephone number, and an e-mail address;
(v) Provide a personal statement that you have a good-faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
(vi) Provide 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 copyright owner.
10.2 Counter-Notice.
(a) If you believe your content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to upload and use your content, you may send a written counter-notice containing the following information to our Copyright Agent:
(i) Your physical or electronic signature;
(ii) Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
(iii) A statement that you have a good-faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
(iv) Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court located Miami, Florida and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
(b) If a counter-notice is received by the Copyright Agent, we will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in ten (10) business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in ten (10) to fourteen (14) business days or more after receipt of the counter-notice, at our sole discretion.
10.3 Acknowledgement.
You acknowledge that, if you fail to comply with all of the requirements for a notice of infringement as specified above, then your DMCA notice may not be valid.
10.4 Repeat Infringer Policy.
In accordance with the DMCA and other applicable law, we have adopted a policy of terminating, in appropriate circumstances and at our sole discretion, users who are deemed to be repeat infringers. We may also, at our sole discretion, limit access to our services and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
10.5 Right of Publicity and Personal Likeness Infringement.
If you believe that content hosted by, posted on, or accessible through BlueKeys’ applications, websites, or services uses your name, voice, signature, image or likeness, or that of your minor child, without your permission and in violation of a legally recognized right of publicity, we encourage you first to contact the user directly about your concerns. If that does not resolve your concerns, you may contact our Copyright Agent.
11. Modification and Termination.
We may terminate these General Terms, or any additional terms (including the Terms), or suspend or terminate your Account or your access to any Service, at any time for any reason. We may add or remove, suspend, stop, delete, discontinue, or impose conditions on Services or any feature or aspect of a Service. We will take reasonable steps to notify you of termination or these other types of Service changes by e-mail or at the next time you attempt to access your Account. You may also terminate the Terms applicable to your Account by deactivating your Account at any time.
12. Effect of Termination.
If the Terms or your Account is terminated or suspended for any reason: (i) the license and any other rights granted under the Terms will end (ii) you agree to immediately terminate and cease use of all Services, (iii) we may (but have no obligation to) delete your information and account data stored on our servers, and (iv) we will not be liable to you or any third-party for compensation, reimbursement, or damages for any termination or suspension of the Services, or for deletion of your information or account data. In addition to any payment obligations under Section 3, the following Sections of these General Terms shall survive and remain in effect in accordance with their terms upon termination: Section 6 (BlueKeys’ Intellectual Property), Section 7 (Your Content), Section 9 (Third-Party Content and Services), Section 10 (Copyright and Trademark Infringement), Section 12 (Effect of Termination), Section 13 (Security), Section 14 (Privacy), Section 15 (Indemnity), Section 16 (Disclaimers), Section 18 (Limitation of Liability), Section 19 (Arbitration, Class-Action Waiver, and Jury Waiver), and Section 21 (Miscellaneous).
13. Security.
(a) We have implemented technical and organizational measures designed to secure your personal information from accidental destruction, loss, alteration and from unauthorized access, use, alteration, or disclosure. However, we cannot guarantee that unauthorized third-parties will never be able to defeat those measures or use your personal information for improper purposes. You provide your personal information at your own risk.
(b) You are solely responsible for safeguarding your password and for restricting access to the Services from your compatible mobile devices and computer(s). You will immediately notify us of any unauthorized use of your password or Account, or any other breach of security. You expressly agree that you will immediately take all reasonable steps to mitigate the effects of any security breach and will cooperate with BlueKeys and provide all information requested by BlueKeys to remediate the breach. Any assistance provided by BlueKeys in relation to a security breach does not in any way operate as acceptance or acknowledgement that BlueKeys is in any way responsible or liable to you or any other party in connection with such breach.
14. Privacy Policy.
Please refer to our Privacy Policy , as updated from time to time, for information about how we collect, use, and share your information. By 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.
15. Mobile Application Terms.
15.1 App License.
If you comply with the Terms, BlueKeys grants to you a limited non-exclusive, non-transferable license, with no right to sublicense, to download and install the App on your personal computers, mobile handsets, tablets, wearable devices, and/or other devices and to run the App solely for using the Services to post or fulfill Purchases as set forth herein. Except as expressly permitted in the Terms, you may not: (i) copy, modify or create derivative works based on the App; (ii) distribute, transfer, sublicense, lease, lend or rent the App to any third party; (iii) reverse engineer, decompile or disassemble the App (unless applicable law permits, despite this limitation); or (iv) make the functionality of the App available to multiple users through any means.
15.2 Apple App Store.
This Section 14.2 applies to any App that you acquire from the Apple App Store or use on an iOS device. Apple has no obligation to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the App purchase price to you (if applicable) and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App. Apple is not responsible for addressing any claims by you or any third-party relating to the App or your possession and use of it, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third-party claim that your possession and use of the App infringe that third-party’s intellectual property rights. Apple and its subsidiaries are third-party beneficiaries of the Terms, and upon your acceptance of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce the Terms against you as a third-party beneficiary thereof. You represent and warrant that (A) 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 (B) you are not listed on any U.S. Government list of prohibited or restricted parties. You must also comply with any applicable third-party terms of service when using the App.
16. Disclaimers.
(a) YOUR ACCESS TO AND USE OF THE SERVICES IS AT YOUR OWN RISK. YOU UNDERSTAND AND AGREE THAT THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND BLUEKEYS EXPRESSLY DISCLAIMS ANY WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. IN ADDITION, BLUEKEYS (AND ITS SUPPLIERS) MAKES NO WARRANTY OR REPRESENTATION AND DISCLAIMS ALL RESPONSIBILITY FOR WHETHER THE SERVICES: (I) WILL MEET YOUR REQUIREMENTS; (II) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (III) WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE. BLUEKEYS DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. BLUEKEYS WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN OR TAKEN IN RELIANCE ON MATERIAL OR INFORMATION, CONTAINED ON THE SERVICES. WHILE BLUEKEYS ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE SERVICES SAFE, BLUEKEYS CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SERVICES, CONTENT, CONTENT LINKED TO OR ASSOCIATED WITH ANY MEMBERSHIPS, OR ANY MEMBERSHIPS YOU INTERACT WITH USING OUR SERVICES OR OUR SERVICES PROVIDERS’ SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. NO ADVICE OR INFORMATION, WHETHER ORAL OR OBTAINED FROM THE BLUEKEYS PARTIES OR THROUGH THE SERVICES, WILL CREATE ANY WARRANTY OR REPRESENTATION NOT EXPRESSLY MADE HEREIN. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD BLUEKEYS RESPONSIBLE FOR ANY BREACH OF SECURITY.
(b) WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF MEMBRERSHIPS, CONTENT, AND/OR CONTENT LINKED TO OR ASSOCIATED WITH MEMBRERSHIPS, INCLUDING, BUT NOT LIMITED TO, ANY LOSSES, DAMAGES, OR CLAIMS ARISING FROM: (I) USER ERROR, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (II) SERVER FAILURE OR DATA LOSS; (III) UNAUTHORIZED ACCESS OR USE; OR (IV) ANY UNAUTHORIZED THIRD-PARTY ACTIVITIES, INCLUDING, WITHOUT LIMITATION, THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE SERVICES OR MEMBERSHIPS.
(c) Some jurisdictions do not allow the exclusion of implied warranties in contracts with consumers, so the above exclusion may not apply to you.
17. Indemnification.
To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless BlueKeys, and our respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (individually and collectively, the “ BlueKeys Parties ”), from and against all actual or alleged third-party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses) and costs (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “ Claims ”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to: (i) your use or misuse of the Services, BlueKeys’ intellectual property, or User Content; (ii) your User Content or Feedback; (iii) your violation of the Terms; (iv) your use or cancellation of any Memberships; or (v) your violation of the rights of a third-party or of applicable law. You agree to promptly notify BlueKeys of any Claims and cooperate with the BlueKeys Parties in defending such Claims. You further agree that the BlueKeys Parties shall have control of the defense or settlement of any third-party Claims. THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN A WRITTEN AGREEMENT BETWEEN YOU AND BLUEKEYS.
18. Limitation of Liability.
(a) TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AGREE THAT IN NO EVENT WILL BLUEKEYS OR ITS SERVICE PROVIDERS BE LIABLE TO YOU OR ANY THIRD-PARTY (I) FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES ARISING FROM THE TERMS OR THE SERVICES, PRODUCTS OR THIRD-PARTY SITES AND PRODUCTS, OR FOR ANY DAMAGES RELATED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, AND WHETHER CAUSED BY STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF BLUEKEYS OR ITS SERVICE PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (II) FOR ANY OTHER CLAIM, DEMAND, OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THE TERMS OF THE DELIVERY, USE, OR PERFORMANCE OF THE SERVICES. ACCESS TO, AND USE OF, THE SERVICES, PRODUCTS OR THIRD-PARTY SITES, AND PRODUCTS ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA RESULTING THEREFROM.
(b) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF BLUEKEYS ARISING OUT OF OR IN ANY WAY RELATED TO THE TERMS, THE ACCESS TO AND USE OF THE SERVICES, CONTENT, MEMBERSHIPS, OR ANY BLUEKEYS PRODUCTS OR SERVICES EXCEED THE GREATER OF (A) ONE HUNDRED DOLLARS ($100.00), OR (B) THE AMOUNT RECEIVED BY BLUEKEYS FOR ITS SERVICES DIRECTLY RELATING TO THE ITEMS THAT ARE THE SUBJECT OF THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
(c) For jurisdictions that do not allow us to limit our liability: notwithstanding any provision of the Terms, if your jurisdiction has provisions specific to waiver or liability that conflict with the above then our liability is limited to the smallest extent possible by applicable law. Specifically, in those jurisdictions not allowed, we do not disclaim liability for: (i) death or personal injury caused by its negligence or that of any of its officers, employees or agents; (ii) fraudulent misrepresentation; or (iii) any liability which it is not lawful to exclude either now or in the future.
(d) IF YOU ARE A RESIDENT OF A JURISDICTION THAT REQUIRES A SPECIFIC STATEMENT REGARDING RELEASE THEN THE FOLLOWING APPLIES. FOR EXAMPLE, CALIFORNIA RESIDENTS MUST, AS A CONDITION OF THIS AGREEMENT, WAIVE THE APPLICABILITY OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” YOU HEREBY EXPRESSLY WAIVE THE APPLICABILITY OF THIS SECTION OF THE CALIFORNIA CIVIL CODE, AND ANY RIGHTS THAT YOU MAY HAVE THEREUDER. YOU HEREBY WAIVE ANY SIMILAR PROVISION IN LAW, REGULATION, OR CODE THAT HAS THE SAME INTENT OR EFFECT AS THE ABOVE RELEASE.
19. Arbitration, Class-Action Waiver, and Jury Waiver.
19.1 Generally.
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. This Section is intended to be interpreted broadly and governs any and all disputes between us, including, but not limited to, claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory; claims that arose before the Terms became applicable or any prior agreement (including, but not limited to, claims related to advertising); and claims that may arise after the expiration or other termination of the Terms. The only disputes excluded from this broad prohibition are the litigation of certain intellectual property and small court claims, as provided below. By agreeing to the Terms, you agree to resolve any and all disputes with us as provided in this Section 19.
19.2 Initial Dispute Resolution.
Most disputes can be resolved without resort to litigation. You can reach to us at hello@bluekey.io to discuss any disputes. Except for intellectual property and small claims court claims, the parties agree to use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation with our support department, and good-faith negotiations shall be a condition to either party initiating a lawsuit or arbitration.
19.3 Binding Arbitration .
If the parties do not reach an agreed-upon solution within a period of thirty (30) days from the time informal dispute resolution is initiated under the Initial Dispute Resolution provision above, then either party may initiate binding arbitration as the sole means to resolve claims, subject to the terms set forth below. Specifically, all claims arising out of or relating to the Terms or previous versions of the Terms (including the General Terms’ or the Privacy Policy’s formation, performance, and breach), the parties’ relationship with each other, and/or your use of the Services shall be finally settled by binding arbitration, as described below:
(a) Where the relief sought is ten thousand dollars ($10,000), or less, and you do not wish to bring the claim in small claims court, the arbitration will be conducted online by an online arbitration provider of our choosing in accordance with their applicable Arbitration Rules & Procedures effective at the time a claim is made. Currently, to start, you may initiate arbitration proceedings on the FairClaims website. You are responsible for your own attorneys’ fees unless the arbitration rules and/or applicable law provide otherwise.
(b) Where the relief sought is $10,001, or more, resolution shall be in accordance with the JAMS Streamlined Arbitration Procedure Rules, before a single (1) arbitrator, for claims that do not exceed $250,000 and the JAMS Comprehensive Arbitration Rules and Procedures, before three (3) arbitrators, for claims exceeding $250,000 in effect at the time the arbitration is initiated, excluding any rules or procedures governing or permitting class actions. To start an arbitration with JAMS, you must do the following: (i) write a Demand for Arbitration that includes a description of the claim and the amount of damages you seek to recover (you may find a copy of a Demand for Arbitration at www.jamsadr.com ); (ii) send three (3) copies of the Demand for Arbitration, plus the appropriate filing fee, to JAMS, 600 Brickell Ave Ste 2600, Miami, Florida 33131; and (iii) send one copy of the Demand for Arbitration to us at 12300 SW 130th Street, Miami, Florida 33186, ATTN: Legal. You will be required to pay the then prevailing arbitration initiation fee (currently $250.00) to initiate an arbitration against us. If the arbitrator finds the arbitration to be non-frivolous, we will pay all other fees invoiced by JAMS, including filing fees and arbitrator and hearing expenses. You are responsible for your own attorneys’ fees unless the arbitration rules and/or applicable law provide otherwise.
(c) The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of agreement under these General Terms or the Privacy Policy, including, but not limited to, any claim that all or any part of these General Terms or the Privacy Policy is void or voidable, whether a claim is subject to arbitration, or the question of waiver by litigation conduct. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be written and shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction.
(d) The parties understand that, absent this mandatory arbitration provision, they would have the right to sue in court and have a jury trial. The parties further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.
(e) The venue for arbitration shall be Miami, Florida. The parties further agree to submit to the personal jurisdiction of any federal or state court in Miami-Dade County, Florida in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
19.4 Class Action Waiver.
The parties further agree that the 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. THE PARTIES 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 provisions set forth above shall be deemed null and void in their entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
19.5 Exception: Litigation of Intellectual Property and Small Claims Court Claims.
Notwithstanding the parties’ decision to resolve all disputes through arbitration, either party may bring enforcement actions, validity determinations or claims arising from or relating to theft, piracy, or unauthorized use of intellectual property in state or federal court or in the U.S. Patent and Trademark Office to protect our Intellectual Property Rights. Either party may also seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.
19.6 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 a written notice of your decision to opt-out to hello@bluekyes.io with the subject line, “ARBITRATION AND CLASS ACTION WAIVER OPT-OUT”. The notice must be sent within thirty (30) days your first use of the Services; otherwise, you shall be bound to arbitrate disputes in accordance with the terms of those paragraphs. If you opt-out of these arbitration provisions, we also will not be bound by them.
19.7 Arbitration Agreement Survival.
This arbitration agreement shall survive the termination, for any reason, of your relationship with us.
20. Contact Us.
All feedback, comments, requests for technical support, and other communications relating to the Services should be directed to us via e-mail at hello@bluekeys.io, or on our toll-free number at 844-666-3039.
21. Miscellaneous.
21.1 Governing Law.
The interpretation and enforcement of the Terms, and any dispute related to the Terms or the Services, shall be governed by and construed and enforced in accordance with the laws of State of Florida, without regard to conflict of law rules or principles (whether of Florida or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. You agree that we may initiate a proceeding related to the enforcement or validity of our Intellectual Property Rights in any court having jurisdiction. With respect to any other proceeding that is not subject to arbitration under the Terms, the federal and state courts located in Miami, Florida will have exclusive jurisdiction. You waive any objection to venue in any such courts.
21.2 No Conflicts.
The Terms shall govern and any conflicting, inconsistent, or additional terms contained in such documents shall be null and void.
21.3 Assignment.
The Terms are binding upon and inure to the benefit of the permitted successors and assigns of each party. You may not assign, subcontract, delegate, or otherwise convey the Terms, or any of its rights and obligations hereunder. Notwithstanding anything to the contrary in the Terms, we may assign, transfer, and delegate this agreement (the Terms) and our obligations hereunder at any time, in our sole discretion.
21.4 Severability.
If any provision of the Terms is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of any such provision in every other respect and the remaining provisions of the Terms shall be unimpaired and the Terms shall continue in full force and effect, unless the provisions held invalid, illegal, or unenforceable would substantially impair the benefits of the remaining provisions hereof.
21.5 Waiver.
The failure of either party to insist upon strict performance or to seek remedy for breach of any term of the Terms, or to exercise any right, remedy, or election herein or permitted by law or equity, will not constitute nor be construed as a waiver or relinquishment in the future of such term, condition, right, remedy, or election. Any consent, waiver, or approval by either party of any act or matter will not be effective unless made in writing and signed by an authorized representative of the consenting, waiving, or approving party.
21.6 Force Majeure.
We will not be responsible or liable to you or deemed in default or breach hereunder by reason of any failure or delay in the performance of our obligations hereunder (including the temporary unavailability or inaccessibility of the Services) where such failure is the result of Force Majeure. As defined herein, “ Force Majeure ” means any (i) acts of God, flood, fire, wind, storm, drought, earthquake, or other natural disaster; (ii) epidemic, pandemic, or other public health emergency; (iii) terrorist attack, civil war, civil commotion or riot, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; (iv) nuclear, chemical or biological contamination, or sonic boom; (v) any law or any action taken by a government or public authority; (vi) collapse of building, breakdown of plant or machinery, fire, explosion, or accident; (vii) any labor or trade dispute, materials or transport, strike, industrial action or lockout; (viii) interruption or failure of utility service; or (ix) or any other cause, whether similar or dissimilar to those enumerated, that is beyond our reasonable control and without our fault or negligence.
21.7 No Third-Party Beneficiaries.
The Terms are personal to you and to us, and no third-party shall be considered a beneficiary hereof, for any purpose.
21.8 No Agency or Employment.
No agency, partnership, joint venture, employer-employee, or franchiser-franchisee relationship is intended or created by the Terms.
21.9 Equitable Relief.
You acknowledge and agree that your breach of the Terms would cause irreparable harm to us, for which money damages alone may not be adequate. In addition to damages and any other remedies to which we may be entitled, you acknowledge and agree that we may seek and shall be entitled to injunctive relief hereunder to prevent the actual, threatened, or continued breach of the Terms.
21.10 Entire Agreement; Order of Precedence . The Terms contain the entire agreement and supersede all prior and contemporaneous understandings between the parties regarding the Services. In the event of any conflict between the Terms and any other agreement you may have with us, the Terms will control unless the other agreement specifically identifies the Terms and declares that the other agreement supersedes the Terms.
[End of Terms of Service]
