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End User License Agreement

KeyRing™ Mobile Application End User License Agreement

This Mobile Application End User License Agreement (“EULA”) is a binding agreement between you (“End User” or “you”) and KeyRing LLC (“KeyRing”). This EULA governs your access and use of the KeyRing mobile application (the “App”).

You may only use the App if a landlord, property owner, property manager, or other individual or business entity that subscribes to our Services (“Customer”) adds you as a person authorized to use the Services and for whom Customer has paid to use the Services (“Authorized User”). If you are not an Authorized User, you are not permitted to download, install, or use the App.

BY DOWNLOADING, INSTALLING, OR USING THE APP, YOU AGREE THAT YOU: (A) HAVE READ AND UNDERSTAND THE TERMS OF THIS EULA; (B) AGREE TO COMPLY WITH THE TERMS OF THIS EULA AND ACKNOWLEDGE THAT THIS EULA IS A BINDING CONTRACT; (C) REPRESENT AND WARRANT THAT YOU ARE AN AUTHORIZED USER; AND (D) REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT, OR HAVE AUTHORITY TO ACCEPT ON BEHALF OF AN ENTITY. IF YOU DO NOT AGREE TO COMPLY WITH THIS EULA, DO NOT DOWNLOAD, INSTALL, OR USE THE APP.

TERMS

  • 1. License Grant. Subject to Customer’s payment of the applicable fees for the Services, designation of you as an Authorized User, and your compliance with this EULA, KeyRing grants you a limited, revocable, non-exclusive, and nontransferable license during the Term to: (a) download, install, and use the App on a single mobile device owned by you (“Mobile Device”); and (b) access and use the KeyRing Content and Services made available through the App, in accordance with this EULA and the applicable Terms of Use for the App. “KeyRing Content” means all data, information, text, graphics, images, templates, forms, documents, notices, communications, and other materials made available by KeyRing through or in connection with the Services, excluding Customer Data. “Services” means collectively the KeyRing™ property management software service platform and any associated KeyRing Content.

  • 2. License Restrictions. Except as expressly permitted by applicable law or this EULA, you shall not:

  • (a) copy the App, or the Services, except as expressly permitted by this license;

  • (b) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the App or the Services;

  • (c) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the App, or any portion thereof;

  • (d) remove, delete, alter, or obscure any trademark or any copyright, patent, or other intellectual property or proprietary rights notices from the App, including any copy thereof;

  • (e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the App or the Services to any third party, including by making the App available on a network accessible by more than one device at any time;

  • (f) use any automated device, process, or means (including robots, spiders, or scrapers) or any manual process to access, monitor, or copy the App, or the Services without KeyRing’s prior written consent;

  • (g) frame, mirror, or otherwise incorporate the App or any portion of the App as part of any other mobile application, website, or services;

  • (h) use the App in any manner that could disable, overburden, damage, or impair the App or interfere with any other party's use of the App or the Services;

  • (i) introduce malware, viruses, malicious code, or automated scripts that interfere with the operation of the App or the Services;

  • (j) probe, scan, or test the security or integrity of the App or the Services; bypass any related systems or networks; or remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, security, authentication, or access control features in or protecting the App or the Services;

  • (k) access, monitor, scrape, extract, copy, index, or harvest any data, KeyRing Content or other information from the App using any automated means (including bots, spiders, scrapers, crawlers, or similar technologies), or any manual process, except as expressly permitted by KeyRing in writing;

  • (l) use the App or Services, or any data or output made available through them, to develop, train, or improve any artificial intelligence technology, system, machine learning model, or algorithm, whether for commercial or non-commercial purposes;

  • (m) use the App or Services to engage in harassment, abuse, intimidation, discriminatory conduct, retaliation, or any unlawful housing practice, including without limitation unlawful evictions, discriminatory screening or communications, or violations of applicable landlord-tenant, fair housing, or consumer protection laws;

  • (n) circumvent, bypass, manipulate, or interfere with any payment functionality, safeguards, fees, or flows made available through the App or the Services, including any third-party payment processing services such as Stripe, Inc. (“Stripe”), companies that verify authenticity of payments such as Plaid, Inc. (“Plaid”), and similar third-party service providers (collectively, the “Third-Party Products”), or use the App, or Services to facilitate fraudulent or unauthorized payment activity;

  • (o) impersonate any person or entity, misrepresent affiliation or authority, engage in fraudulent or deceptive conduct, or send unlawful, harassing, deceptive, or unauthorized communications (including unsolicited messages) in connection with use of the App or the Services;

  • (p) upload, transmit, submit, store, or make available any User Content through the App or the Services unless you have all rights, licenses, permissions, and legally required consents necessary to do so, including any required consents from tenants, property owners, contractors, or other third parties;

  • (q) use the App or Services to develop or support a competing product or service, or to perform benchmarking, comparative analysis, or competitive evaluation, without KeyRing’s prior written consent;

  • (r) use the App or Services in any manner that violates applicable law or regulation, or that exposes KeyRing, its Affiliates, agents, or any provider of Third-Party Products to legal or compliance risk; or

  • (s) remove, obscure, alter, or bypass any contractual, technical, or operational limitations applicable to the App or the Services, including any restrictions set forth in the Terms of Use.

  • 3. Reservation of Rights. The App is licensed, not sold. KeyRing and its licensors retain all rights, title, and interest in the App and the Services, including all related intellectual property rights.

  • 4. Feedback. If you send or transmit any communications, comments, or materials to KeyRing suggesting improvements to the App or the Services, including without limitation new features or functionality, or any comments, questions, suggestions, or the like (“Feedback”), KeyRing is free to use such Feedback without any obligation to pay compensation to you.

  • 5. User Content and Communications

  • (a) Responsibility for User Content. You are solely responsible for all messages, communications, files, documents, data, text, images, and other content that you submit, upload, transmit, or otherwise make available through the App or the Services (collectively, “User Content”). You represent and warrant that you have all rights, licenses, permissions, and legally required consents necessary to submit and use such User Content through the App and Services.

  • (b) No Responsibility for User Communications. KeyRing does not review, endorse, or monitor User Content or communications exchanged through the App. KeyRing is not responsible for disputes between Customer and any End User or between End Users regarding the App, Services, or the User Content. KeyRing reserves the right to cooperate with authorities as required by law.

  • (c) No Professional or Legal Advice. Communications exchanged through the App and Services do not constitute legal, financial, or professional advice. KeyRing does not determine the legal sufficiency or compliance of any documents or notices exchanged using the App or Services.

  • (d) Monitoring and Enforcement. KeyRing may, but is not obligated to, monitor use of the App or User Content for compliance with this EULA, but reserves the right to do so. KeyRing may remove User Content or suspend access to the Services if you or your User Content violate this EULA, the Terms of Use, the Acceptable Use Policy, the terms of any Third-Party Products, or applicable law. KeyRing will cooperate with law enforcement or regulatory authorities as required by law to protect legal and contractual rights.

  • (e) No Obligation to Retain Content. KeyRing has no obligation to store, retain, or provide copies of User Content and may delete User Content at any time in accordance with its data retention practices and applicable law.

  • 6. Collection and Use of Your User Data. When you download, install, or use the App and Services, KeyRing may collect, use, disclose, and process Personal Data and other information relating to you, your Mobile Device, other End Users, and your use of the App, and Services. For purposes of this EULA, “Personal Data” means any information that identifies or could reasonably identify a natural person, excluding publicly available data or De-Identified Data. We process any Personal Data incorporated into the User Data as described in KeyRing’s Privacy Policy available at https://www.keyringpm.com/privacy-policy (“Privacy Policy”) or in this App.

By using the App, you consent to such collection, use, and disclosure by KeyRing and its providers of Third-Party Products, including Stripe and Plaid. You acknowledge that your right to use the KeyRing App and the Services is subject to the terms of a subscription agreement between KeyRing and our Customer. KeyRing may process certain information on behalf of that Customer in accordance with that subscription agreement. Nothing in this EULA limits or expands KeyRing’s obligations regarding Personal Data beyond those in the applicable Subscription Agreement and the Privacy Policy.

  • 7. Sensitive Personal Data. You may not send, upload, transmit, store, or otherwise process any User Content through the App or the Services that includes Sensitive Personal Data. For purposes of this EULA, “Sensitive Personal Data” means Personal Data that, if disclosed, accessed, altered, or misused without authorization, could reasonably result in significant harm, discrimination, identity theft, financial loss, physical harm, or reputational injury to an individual. Sensitive Personal Data includes, but is not limited to, driver’s license, social security, passport and other government identification numbers, financial account information such as bank and other financial account information, financial account credentials (e.g., PINs and access codes), credit card data, biometric data, genetic data, health information, precise geolocation data, racial or ethnic origin, religious beliefs, citizenship or immigration status, sexual orientation, and other categories of data designated as sensitive under applicable law. You submit any Sensitive Personal Data entirely at your own risk. KeyRing does not request, require, or endorse the submission of Sensitive Personal Data through the App or the Services. You are solely responsible for determining whether to submit Sensitive Personal Data and to use the App and Services in a manner which prevents the unauthorized access or acquisition of Sensitive Personal Data. In no event will KeyRing or any of the KeyRing Parties be liable for any claims, damages, or losses arising from or related to the uploading, transmission, storage, or processing of Sensitive Personal Data by you in violation of this EULA or resulting from the unauthorized access to or acquisition of such Sensitive Personal Data.

  • 8. De-Identified Data. You acknowledge and agree that KeyRing may collect and compile data and information related to your use of the App and Services, including Personal Data, on an aggregated and de-identified basis (“De-Identified Data”) so that you can no longer be identified. All De-Identified Data is KeyRing’s sole and exclusive property, including all related intellectual property rights. KeyRing may use, disclose, and exploit such De-Identified Data for any lawful business purpose, provided that such De-Identified Data does not identify you or any other individual user.

  • 9. KeyRing Content and Services. You can access the App through KeyRing’s website at www.keyringpm.com (the “Website”) or from the App Distributors defined below. The Services include in-app messaging and communications among landlords, tenants, and independent contractors; submission, storage, and transmission of User Content; and payment-related functionality through integration with certain Third-Party Products. Your access to the App and Services is also governed by the Terms of Use at https://www.keyringpm.com/terms (“Terms of Use”) or in the App and KeyRing’s then-current Acceptable Use Policy, available at https://www.keyringpm.com/acceptable-use-policy or within the App (the “Acceptable Use Policy” or “AUP”), each of which is incorporated herein by reference. KeyRing may update the Acceptable Use Policy from time to time during the Term, in its sole discretion. If you do not agree to the Terms of Use or the Acceptable Use Policy, you may be unable to access some or all of the Services. Any violation of the Terms of Use or the Acceptable Use Policy is a violation of this EULA. If you access the Services under a subscription agreement, fees and payment terms are governed by that agreement, not this EULA.

  • 10. Payments; Third-Party Payment Processing. End Users may be able to make and receive payments, including rent, using Third-Party Products such as Stripe, Inc. (payment processor), Plaid, Inc. (verifies authenticity of financial transactions), or other third-party providers. Your use of any Third-Party Products is subject to that provider’s terms and privacy practices. By using the App, you agree to comply with the terms applicable to any Third-Party Products. You understand and agree that:

  • (a) KeyRing is not a bank, money transmitter, payment processor, escrow agent, or fiduciary;

  • (b) KeyRing does not hold, control, or take possession of funds in connection with payments processed through the App or Services. Payment instructions and related payment information are transmitted to the applicable third-party payment processor or verification service.

  • (c) KeyRing is not responsible or liable for (i) any acts or omissions of the provider of any Third-Party Products, (ii) any failed, delayed, reversed, disputed, fraudulent, or unauthorized payment, (iii) chargebacks, returns, or transaction fees, or (iv) any inability to make or receive payments. You are responsible for resolving payment disputes, reversals, and chargebacks directly with your financial institution and/or the applicable Third-Party Products provider. KeyRing may suspend or disable payment-related features or access to the App and Services, without liability, if KeyRing reasonably suspects fraud, unauthorized activity, violations of applicable law, or violations of this EULA, the Terms of Use, the Acceptable Use Policy, or the terms of any Third-Party Products.

  • 11. Geographic Restrictions. The App and Services are available only in the United States. You may not be able to access all Services outside the United States, and access from outside the United States may not be legal. If you access the Services from outside the United States, you are responsible for compliance with local laws. KeyRing disclaims any liability for use of the App or Services outside the United States and reserves the right to restrict or terminate access in such cases.

  • 12. Updates. KeyRing may provide App updates, including upgrades, bug fixes, patches, and new features (“Updates”). Updates may modify or delete in their entirety certain features and functionality. KeyRing has no obligation to provide Updates or continue 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. The App may not properly operate if you fail to do so. All Updates are part of the App and subject to this EULA.

  • 13. AI Chatbot; AI Features. The App may include access to an AI-powered search and speech-to-text tool (“AI Chatbot”). The AI Chatbot and any other artificial intelligence or machine learning features, tools, or functionalities included in or made available through the App or Services are collectively referred to as “AI Features.” The AI Features are for general informational purposes only and do not provide legal, tax, financial, or professional advice. AI Feature responses and outputs are generated by automated systems, are not reviewed by humans, and may be inaccurate, incomplete, or misleading. You are solely responsible for independently verifying any information obtained from use of the AI Features. KeyRing may modify, suspend, or discontinue any AI Features at any time without notice.

You shall not use or rely on the AI Chatbot or any AI Features for any automated decision-making that could have a legal or significant impact on an individual, including decisions regarding tenant screening, eviction, lease termination, legal compliance, fair housing, or any matter that could result in legal liability or material harm.

  • 14. Beta Features. KeyRing may offer alpha, beta, preview, or other pre-release features (“Beta Features”). Beta Features are provided “AS IS” for evaluation only, may contain errors or change at any time, and KeyRing may discontinue them without notice or liability. You assume all risks from using Beta Features, are responsible for backing up your data, and will not disclose Beta Feature information or use them for competitive purposes.

  • 15. Third-Party Materials and Products. The App includes or links to third-party content, products, or services (“Third-Party Materials”), including services of payment processors, messaging services, payment verification services, electronic signature services, and background screening providers (each a “Third-Party Product(s)”). KeyRing is not responsible for Third-Party Materials or Third-Party Products, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, availability, security, quality, or any other aspect of the Third-Party Materials or the Third-Party Products, and will have no liability for any Third-Party Materials or Third-Party Products or for any outages, interruptions, delays, or data loss arising from them. Third-Party Products, Third-Party Materials, and links thereto are provided solely as a convenience to you, and you access and use them at your own risk and subject to their terms.

  • 16. Cloud Service Providers. The App and Services are hosted by third-party cloud infrastructure providers. KeyRing is not responsible for any outages, interruptions, delays, or data loss caused by such providers.

  • 17. Open Source Software. The App may contain open source software subject to separate license terms. A list of open source components and licenses is available at _______________________ or within the App’s settings. To the extent required by the applicable open source license, those terms will apply instead of this EULA for such components.

  • 18. App Distributor Terms. If you downloaded the App from the Apple App Store or Google Play (each, an “App Distributor”), you agree that: (a) this EULA is between you and KeyRing only, not the App Distributor; (b) as between App Distributor and KeyRing, KeyRing is solely responsible for the App and the Services, and any maintenance, support, warranties, product claims, and intellectual property claims related to the App or the Services, not the App Distributor; and (c) you are not located in an embargoed country or on any U.S. Government restricted party list. This EULA does not override any usage rules or other terms applicable under the App Distributor’s media services terms or applicable law.

  • (a) Scope of License. Subject to your compliance with this EULA, KeyRing grants you a limited, non-exclusive, non-transferable, non-sublicensable license to install and use the App, and to access and use the Services, as permitted by the usage rules through the App Store or Google Play, as applicable.

  • (b) Maintenance and Support. KeyRing, not the App Distributor, is solely responsible for providing any maintenance, support, and updates, or other services for the App and the Services, except to the extent otherwise required by applicable law. The App Distributor has no obligation to furnish any maintenance or support services with respect to the App.

  • (c) Warranty Responsibility. KeyRing, and not App Distributor, is solely responsible for any product warranties, whether express, implied, or imposed by law, to the extent not effectively disclaimed under this EULA. If the App fails to conform to any applicable warranty, you may notify the App Distributor, and the App Distributor may refund the purchase price paid for the App to the extent permitted by the App Distributor’s policies. To the maximum extent permitted by applicable law, App Distributor will have no other warranty obligations with respect to the App, and any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to a warranty are KeyRing’s sole responsibility.

  • (d) Product Claims. KeyRing, and not App Distributor, is responsible for addressing any claims by you or any third party relating to the App or the Services, or your possession or use of them, including product liability claims, claims that the App or the Services fail to conform to the applicable legal or regulatory requirements, and claims arising under consumer protection, privacy or similar laws.

  • (e) Intellectual Property Claims. In the event of any third-party claim that the App or the Services, or your possession or use of them infringes that third party’s intellectual property rights, KeyRing, and not App Distributor, will be solely responsible for the investigation, defense, settlement, and discharge of the claim.

  • (f) Compliance with Law; Sanctions. You represent and warrant that you are not located in a country subject to a U.S. Government embargo or designated by the U.S. Government as a “terrorist supporting” country, and that you are not listed on any U.S. Government prohibited or restricted party list.

  • (g) App Distributor Contact. Questions, complaints, or claims concerning the App or the Services should be directed to:

KeyRing LLC

51 Deforest Avenue

Summit, NJ 07901

Attn: Legal

  • (h) Third-Party Beneficiary. App Distributor and the App Distributor’s subsidiaries are third-party beneficiaries of this EULA. Upon your acceptance of this EULA, App Distributor will have the right, and will be deemed to have accepted the right, to enforce this EULA against you as a third-party beneficiary.

  • 13. Term and Termination. The term of this EULA commences when you download the App and continues for the period specified by the Customer’s subscription tier, automatically renewing unless earlier terminated (the “Term”). You may terminate use of the App and the Services by deleting the App. KeyRing may terminate or suspend your access to the App or Services at any time, with or without notice, if you violate this EULA, the Terms of Use, the Acceptable Use Policy, or applicable law; if your use poses a security risk or involves fraud or illegal conduct; if required for compliance or legal process; or if the applicable Customer’s subscription agreement is suspended or terminated. In addition, KeyRing may discontinue, suspend, or terminate the App, the Services, or any portion thereof, at any time, in its sole and absolute discretion, with or without notice to you. Upon termination, all rights granted to use the App and Services, terminate, and you must delete all copies of the App, the KeyRing Content and the Services. Termination does not limit KeyRing’s rights or remedies, and KeyRing and the KeyRing Parties shall have no liability to you or any third party arising from or related to any such discontinuation, suspension, or termination.

  • 14. Disclaimer of Warranties.

  • (a) THE APP, THE KEYRING CONTENT, AND THE SERVICES ARE PROVIDED TO YOU “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, KEYRING, ON ITS OWN BEHALF AND ON BEHALF OF THE KEYRING PARTIES, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE APP, THE SERVICES, OR THE THIRD-PARTY PRODUCTS, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. KEYRING MAKES NO WARRANTY THAT THE APP AND THE SERVICES WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, SYSTEMS, SERVICES, OR THIRD-PARTY PRODUCTS, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

  • (b) WITHOUT LIMITING THE FOREGOING, KEYRING MAKES NO WARRANTY OR REPRESENTATION REGARDING THE AI CHATBOT OR ANY AI FEATURES, INCLUDING THE ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS, OR USEFULNESS OF ANY AI-GENERATED CONTENT, INFORMATION, OUTPUTS, OR RECOMMENDATIONS. YOU ACKNOWLEDGE THAT AI TECHNOLOGIES MAY PRODUCE OUTPUTS THAT ARE INCORRECT, MISLEADING, BIASED, OFFENSIVE, OR OTHERWISE UNSUITABLE. KEYRING DOES NOT WARRANT THAT THE AI FEATURES WILL BE ERROR-FREE, MEET YOUR REQUIREMENTS, OR PRODUCE ANY PARTICULAR RESULTS.

  • (c) KEYRING DOES NOT PROVIDE LEGAL, FINANCIAL, TAX, OR OTHER PROFESSIONAL ADVICE AND IS NOT ENGAGED IN THE PRACTICE OF LAW OR ACCOUNTING. ANY FORMS, TEMPLATES, OR DOCUMENTS MADE AVAILABLE THROUGH THE APP OR SERVICES (“FORMS”) ARE PROVIDED “AS IS” FOR CONVENIENCE ONLY AND MAY NOT BE APPROPRIATE FOR YOUR CIRCUMSTANCES OR JURISDICTION, AND DO NOT CONSTITUTE LEGAL ADVICE. YOU ARE SOLELY RESPONSIBLE FOR REVIEWING AND USING THE FORMS (INCLUDING WITH COUNSEL, AS APPROPRIATE) AND FOR ENSURING COMPLIANCE WITH APPLICABLE LAW. KEYRING DISCLAIMS ALL LIABILITY FOR DISPUTES, INCLUDING ANY LANDLORD-TENANT OR CONTRACTOR DISPUTES, COMMUNICATIONS, OR CLAIMS BETWEEN END USERS.

  • (d) SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

  • (e) No Consumer Reporting Services. KEYRING IS NOT A CONSUMER REPORTING AGENCY UNDER THE FAIR CREDIT REPORTING ACT (“FCRA”) AND DOES NOT FURNISH CONSUMER REPORTS. ANY TENANT SCREENING INFORMATION IS PROVIDED BY THIRD PARTIES, NOT KEYRING. YOU ARE SOLELY RESPONSIBLE FOR FCRA COMPLIANCE WHEN USING ANY SCREENING OR BACKGROUND-CHECK INFORMATION.

  • 19. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL KEYRING, ANY ENTITY THAT DIRECTLY OR INDIRECTLY CONTROLS, IS CONTROLLED BY, OR IS UNDER COMMON CONTROL WITH KEYRING (“AFFILIATES”), OR THEIR MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, ASSIGNS, LICENSORS, OR SERVICE PROVIDERS (“KEYRING PARTIES”) HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE APP, KEYRING CONTENT, OR THE SERVICES, INCLUDING CLAIMS FOR:

(a) PERSONAL INJURY, PROPERTY DAMAGE, OR DEATH;

  • (b) LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES;

(c) DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT PAID BY YOU FOR THE APP.

  • (d) FOR CLARITY, IF A DISPUTE IS GOVERNED BY (I) THE TERMS OF USE, THOSE LIMITATIONS OF LIABILITY SET FORTH IN THE TERMS OF USE APPLY, OR (II) A SUBSCRIPTION AGREEMENT, THAT AGREEMENT’S LIMITATIONS OF LIABILITY APPLY.

  • (e) THE FOREGOING LIMITATIONS APPLY WHETHER DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND REGARDLESS OF WHETHER DAMAGES WERE FORESEEABLE OR KEYRING WAS ADVISED OF THEIR POSSIBILITY. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO SOME LIMITATIONS MAY NOT APPLY TO YOU.

  • (f) IN NO EVENT SHALL KEYRING OR THE KEYRING PARTIES BE LIABLE FOR CLAIMS ARISING FROM (i) COMMUNICATIONS SENT USING THE APP OR SERVICES, (ii) YOUR ACCESS TO OR USE OF THE THIRD-PARTY MATERIALS OR THIRD-PARTY PRODUCTS, INCLUDING PAYMENT PROCESSING OR PAYMENT-RELATED DISPUTES, (iii) DISPUTES BETWEEN END USERS, INCLUDING LANDLORD-TENANT OR DISCRIMINATION CLAIMS, (iv) USE OF THE AI CHATBOT OR ANY AI FEATURES, INCLUDING INACCURACIES, ERRORS, OMISSIONS, HALLUCINATIONS, OR YOUR RELIANCE ON AI-GENERATED CONTENT, OR (v) THE UPLOADING, TRANSMISSION, STORAGE, OR PROCESSING OF SENSITIVE PERSONAL DATA BY YOU WHEN USING THE APP OR THE SERVICES, OR ANY SECURITY INCIDENT IMPACTING SUCH SENSITIVE PERSONAL DATA.

  • 20. Indemnification. You agree to indemnify, defend, and hold harmless the KeyRing Parties from and against any losses, damages, liabilities, claims, or expenses (including attorneys' fees) arising from: (a) your User Content or communications; (b) your use or misuse of the App, Services, Third-Party Materials or Third-Party Products; (c) your breach of this EULA, the Terms of Use, the Acceptable Use Policy, or Third-Party Products terms; (d) your violation of applicable law, including fair housing, landlord-tenant, consumer protection, data protection, FCRA, TCPA, or CAN-SPAM laws; (e) disputes with other Users; (f) your use of Forms; (g) tenant screening; (h) any attempt to use the Services for automated decision-making; or (i) your uploading, transmission, storage, or processing of Sensitive Personal Data when using the App or the Services. KeyRing may assume the defense of any indemnified matter at your expense.

  • 21. Communications Compliance. You must comply with all applicable laws governing your communications sent using the App or Services, including the Telephone Consumer Protection Act (47 U.S.C. § 227) (“TCPA”), the CAN-SPAM Act (15 U.S.C. §§ 7701-7713) (“CAN-SPAM”), applicable “quiet hours,” do-not-call, opt-out, and similar requirements, and state mini-TCPA and mini-CAN-SPAM laws. You represent and warrant that you have provided all required notices and disclosures, obtained all required consents and permissions, and implemented required consent, suppression and opt-out mechanisms as required by applicable law for any communications sent using the App or Services.

  • 22. Anti-Money Laundering. You represent and warrant that you will not use the App, Services, or Third-Party Products to facilitate money laundering, terrorist financing, or any other financial crime. You shall not knowingly permit any End User, tenant, or contractor to use the App, the Services, or the Third-Party Products in connection with proceeds of illegal activity or to evade any applicable anti-money laundering laws or regulations.

  • 23. Export Regulation. The App may be subject to U.S. export control laws. You shall not export the App to any prohibited jurisdiction and shall comply with all applicable export laws.

  • 24. US Government Rights. The App is commercial computer software as defined in 48 C.F.R. § 2.101. Government users receive only the rights granted to other end users under this license.

  • 25. Survival. Any sections of this EULA that are intended to survive shall survive the expiration or termination of this EULA or your ability to access and use the App and the Services.

  • 26. Severability. If any provision of this EULA is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this EULA will continue in full force and effect.

  • 27. Governing Law; Dispute Resolution. This EULA is governed by and construed in accordance with the laws of the State of New York without giving effect to any choice or conflict of law provision or rule. Any dispute, claim, or controversy arising out of or relating to this EULA, the App, the KeyRing Content, and the Services will be resolved in accordance with the dispute resolution and arbitration provisions set forth in the Terms of Use, which are incorporated herein by reference. To the extent any dispute is not subject to arbitration under the Terms of Use, any legal suit, action, or proceeding arising out of or related to this EULA or the App shall be instituted exclusively in the federal courts of the United States or the courts of the State of New York, in each case located in New York, New York, and you waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

  • 28. Equitable Relief. You acknowledge and agree that a breach or threatened breach of your obligations under Section 2 (License Restrictions) would cause KeyRing irreparable harm for which monetary damages would be inadequate. KeyRing will be entitled to equitable relief, including injunctions and specific performance, without posting bond or proving actual damages. Such remedies are in addition to all other remedies available at law or in equity.

  • 29. Limitation on Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS EULA, THE APP, OR THE SERVICES MUST BE COMMENCED WITHIN TWO (2) YEARS AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, IT IS PERMANENTLY BARRED. This limitation applies regardless of any statute of limitations or other law to the contrary.

  • 30. Consent to Electronic Communications. By using the App, you consent to receive all communications, agreements, documents, notices, and disclosures from KeyRing electronically, including via email, through the App, or by posting on KeyRing’s website. You agree that electronic communications satisfy any legal requirement that communications be in writing. You are responsible for maintaining a valid email address and regularly checking for communications from KeyRing.

  • 31. Force Majeure. In no event shall KeyRing or the KeyRing Parties be liable to you or any third party or be deemed to be in violation of this EULA for any failure or delay in performing its obligations under this EULA, if and to the extent such failure or delay is caused by any circumstances beyond KeyRing’s reasonable control (“Force Majeure Event”), including but not limited to: (i) acts of God, flood, fire, earthquake, volcanic eruption, or other natural disaster; (ii) pandemic, epidemic, or public health emergency; (iii) explosion, war, terrorism, invasion, riot, or civil unrest; (iv) strikes, labor stoppages or slowdowns, or other industrial disturbances; (v) passage of law or any action taken by a governmental or public authority, including imposing an embargo; (vi) national or regional emergency; (vii) cyberattack, DDoS attack, or other malicious cyber activity; (viii) failure of internet, telecommunications, or power grid; (ix) failure of third-party cloud providers, including AWS, Google Cloud, or Microsoft Azure; or (x) supply chain disruptions.

  • 32. No Agency Relationship. KeyRing is not an agent, broker, fiduciary, or representative of you or any other End User. Nothing in this EULA creates any agency, partnership, joint venture, or employment relationship between you and KeyRing.

  • 33. Waiver. No failure or delay in exercising any right operates as a waiver, nor does any partial exercise preclude further exercise of any right.

  • 34. Assignment. You may not assign any of your rights or delegate any of your obligations under this EULA without the prior written consent of KeyRing. Any purported assignment or delegation in violation of this Section will be null and void. This EULA is binding upon and inures to the benefit of the parties and their respective permitted successors and assigns.

  • 35. Entire Agreement. This EULA, the Terms of Use, the Acceptable Use Policy, and any referenced terms constitute the entire agreement between you as an End User and KeyRing regarding the use of the App and supersede all prior agreements.

  • 36. Updates to this EULA. KeyRing may update this EULA from time to time by posting revised terms on its Website or in the App. Your continued use of the App or Services after such posting constitutes your acceptance of the updated EULA. If you do not agree to the updated terms, you must stop using the App and the Services.