Skip to main content
Start your free trialLog In

Subscription Services Agreement

KeyRing™ Subscription Services Agreement

This KeyRing™ Subscription Services Agreement (“Agreement”), effective this ___ day of _______, 2026 (the “Effective Date”), is by and between KeyRing, LLC, a Delaware limited liability company with offices established at 51 Deforest Avenue, Summit, NJ 07901 (“KeyRing”), and __________, a _________________ with offices located at ____________ (“Customer”). KeyRing and Customer are “Parties” to this Agreement and each is individually a “Party.”

TERMS

NOW, THEREFORE, in consideration of the terms of this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

  • 1. Scope of Services. Subject to Customer’s payment of the Fees and compliance with the terms of this Agreement:

  • (a) Provision of the Services: KeyRing will provide Customer with a limited non-exclusive, non-transferable, non-assignable right to access and use the KeyRing™ property management software service platform, its related user and technical instructions (the “KeyRing Platform”) and any associated KeyRing Content (collectively, the KeyRing Platform and the KeyRing Content are referred to as the “Services”) as well as the KeyRing mobile application through which the Services are made available to Customer and its Authorized Users (“App”), in the United States during the subscription term. “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. Customer may only use the Services for its internal business purposes. KeyRing may change the Services and may add or remove features at any time provided the Services continue to operate in a substantially similar manner.

  • (b) “Affiliate” means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, where “control” means the ownership of more than fifty percent (50%) of the voting securities or equivalent voting interest of such entity.

  • (c) NO LEGAL OR FINANCIAL ADVICE. KeyRing provides the Services and access to Third Party Products (as defined in Section 4(b)) for Customer’s internal business purposes. KeyRing does not provide legal, tax, or financial advice or services to Customer and is not engaged in the practice of law or accounting. Customer should consult their own attorneys, accountants or other professional advisors regarding the suitability of the Services or any Third Party Products available when using the Services. Customer is solely responsible for verifying financial information and meeting tax and reporting obligations (including Schedule E and Form 1099 requirements).

  • (d) Forms. KeyRing may provide access to certain draft forms, documents, notices or communications for use with the Services as a convenience (“Forms”). If KeyRing provides such Forms, Customer is solely responsible for determining whether the Forms meet their needs and whether they comply with applicable laws.

  • (e) AI Chatbot. The Services may incorporate an artificial intelligence smart virtual assistant to help answer basic real estate questions you pose using artificial intelligence (“AI Chatbot”). The AI Chatbot and any other artificial intelligence or machine learning features, tools, or functionalities included in or made available through the Services are collectively referred to as “AI Features.” Customer acknowledges and agrees that: (i) use of the information obtained when using the AI Chatbot does not constitute legal, tax, financial or professional advice and should not be used as a substitute for professional advice from a licensed attorney, real estate professional, tax advisor, financial planner, or other qualified professional; (ii) the information provided when you use the AI Chatbot is for general informational purposes only; (iii) as with all other AI technologies, the AI Chatbot may produce responses that are inaccurate, incomplete, outdated, or misleading even when they may appear to be accurate; (iv) the AI Chatbot's responses are generated by automated systems and are not reviewed by humans before delivery; (v) the AI Chatbot may retrieve information from third-party sources over which KeyRing has no control; (vi) Customer is solely responsible for independently verifying any information obtained from use of the AI Chatbot; and (vii) Customer shall not use or rely on the AI Chatbot or any AI Features for any automated decision making or other types of results which could have a legal or similarly significant impact on an individual, including but not limited to decisions regarding tenant screening, eviction, lease termination, legal compliance, fair housing, or any matter that could result in legal liability or material harm to any person.

  • (f) Modification or Discontinuation of AI Features. KeyRing may modify, suspend, or discontinue any AI Features included in the Services at any time in its sole discretion, with or without notice. Customer acknowledges that the AI Features may be experimental or beta in nature and that KeyRing makes no commitment regarding the continued availability, functionality, or performance of the AI Features.

  • 2. Authorized Users and Accounts. Subject to payment of the Fees and compliance with this Agreement:

  • (a) Authorized Users. Customer may designate certain authorized users to access and use the Services in the United States during the Term. “Authorized User(s)” means Customer's co-owners, employees, agents, bookkeepers, property managers, maintenance workers, third-party service providers, tenants, and tenant applicants, in each case: (i) for whom access to the Services has been purchased by Customer and (ii) who comply with this Agreement and the KeyRing End User License Agreement (“EULA”).

  • (b) Account Access. KeyRing will provide Customer with log-in credentials to create and access Customer’s account to use the Services. Customer will only provide access to the Services to those Authorized Users for whom Customer has paid the applicable access Fees. If Customer exceeds its Authorized User limit, KeyRing may charge Customer for each additional Authorized User at KeyRing’s then-current standard rate (without discounts). Customer is responsible for all activity which occurs under its accounts, including activity by Authorized Users.

  • 3. Use Restrictions.

  • (a) Prohibited Uses: Customer and its Authorized Users shall not and shall not permit any third party to: (i) copy, modify, or create derivative works of the Services; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services beyond the scope of the Agreement; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services; (iv) remove any proprietary notices from the Services; (v) use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates the intellectual property, proprietary, privacy or any other rights of any person; (vi) use the Services in violation of any applicable law; or (vii) use the Services for unlawful evictions, discriminatory practices, harassment, or misuse of screening or messaging tools.

  • (b) Reservation of Rights. KeyRing reserves all rights in the Services not expressly granted to Customer under this Agreement. Except for the limited rights and permissions expressly granted by KeyRing under this Agreement, nothing in this Agreement grants Customer, its Authorized Users or any third party any rights, title, or interest in or to the Services, including any related intellectual property rights.

  • (c) Provision and Use of Customer Data. Customer and its Authorized Users may transmit, store, submit, post, process or share certain content, information, data (including tenant-related information), or documents when using the Services (“Customer Data”). Customer Data excludes De-Identified Data (as defined in Section 3(d)). Customer represents and warrants to KeyRing that it has all rights and consents and has provided any notices required to collect, transmit, store, submit, post, process or otherwise share the Customer Data when using the Services and to allow KeyRing to use the Customer Data in providing the Services. KeyRing is not required to verify ownership, legality, or accuracy of Customer Data. KeyRing may remove or disable Customer Data used by Customer or its Authorized Users with the Services if KeyRing believes such Customer Data violates the terms of this Agreement or could cause harm to KeyRing, the KeyRing Parties, any Authorized User, or a third party.

  • (d) De-Identified Data. Notwithstanding anything to the contrary in this Agreement, KeyRing may monitor Customer's use of the Services. KeyRing may collect and compile data and information related to Customer’s use of the Services, including Personal Data contained within the Customer Data, on an aggregated and de-identified basis (“De-Identified Data”). Customer grants KeyRing a perpetual, irrevocable, royalty-free, fully paid-up, worldwide right and license to de-identify and aggregate Customer Data, including Personal Data of Authorized Users. Once de-identified and aggregated, De-Identified Data is not Customer Data, Customer has no rights, title, or interest in or to the De-Identified Data, and the De-Identified Data is owned exclusively by KeyRing. Customer hereby assigns and agrees to assign to KeyRing all rights it may have in any De-Identified Data. As between KeyRing and Customer, all rights, title, and interest in De-Identified Data, including all related intellectual property rights, and any other information, data, or content derived by KeyRing in monitoring Customer's access to or use of the Services (excluding Customer Data) belong to and are retained solely by KeyRing. KeyRing and its Affiliates may, without restriction: (i) use, reproduce, modify, distribute, display, disclose, and exploit De-Identified Data for any lawful purpose, including to operate, improve, develop, and enhance the Services and KeyRing’s other products and offerings; (ii) perform analytics, compile statistics, and conduct benchmarking and comparative analyses; (iii) train, develop, and improve machine learning models, algorithms, and artificial intelligence features; (iv) generate and publish reports, studies, indices, and industry insights; (v) share De-Identified Data with service providers, partners, and third parties; and (vi) make De-Identified Data publicly available; provided that in each case such De-Identified Data does not identify Customer, its Authorized Users, or Customer’s Confidential Information. KeyRing will not attempt to re-identify any De-Identified Data.

  • 4. Customer Responsibilities.

  • (a) Liability for Authorized Users. Customer shall ensure that its Authorized Users comply with this Agreement and the EULA. Customer will be liable to KeyRing for all acts and omissions of Customer or its Authorized Users (including any tenants or other end users interacting with the Services through Customer’s account). Any violation of this Agreement or the EULA by any of Customer’s Authorized Users constitutes a material breach of this Agreement by Customer.

  • (b) Third-Party Products and Services. The Services integrate with certain third-party products, tools or services (including via APIs) (“Third-Party Products”). Third-Party Products are subject to their own terms and conditions, not this Agreement. If Customer violates the terms applicable to any Third-Party Products, KeyRing may suspend access to the affected integration, suspend access to the Services and/or terminate this Agreement without further obligation to Customer.

  • (c) Customer Data. Customer is responsible for ensuring that all Customer Data submitted, posted, or otherwise transmitted by or on behalf of Customer or its Authorized Users (including by tenants and applicants) in using the Services complies with this Agreement and applicable laws.

  • (d) Sensitive Personal Data. Customer and its Authorized Users may not send, upload, transmit, store, or otherwise process any Customer Data using the App or the Services that includes sensitive personal data. For purposes of this Agreement, “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. Customer and its Authorized Users do so entirely at their own risk. KeyRing does not request, require, or endorse the submission of Sensitive Personal Data through the Services. Customer is solely responsible for determining whether to submit Sensitive Personal Data and for implementing appropriate safeguards to prevent 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 Customer or its Authorized Users in violation of this Agreement or resulting from the unauthorized access to or acquisition of such Sensitive Personal Data.

  • (e) Use of Forms. The Services may include certain Forms provided for convenience only. THE FORMS ARE PROVIDED “AS IS,” THE FORMS DO NOT CONSTITUTE LEGAL ADVICE, AND THE FORMS MAY NOT BE APPROPRIATE FOR CUSTOMER’S CIRCUMSTANCES OR JURISDICTION. CUSTOMER IS SOLELY RESPONSIBLE FOR REVIEWING AND USING THE FORMS (INCLUDING WITH COUNSEL, AS APPROPRIATE) AND FOR COMPLIANCE WITH APPLICABLE LAW. WITHOUT LIMITING SECTION 10(b), CUSTOMER WILL INDEMNIFY KEYRING, ITS AFFILIATES AND RELATED PARTIES AGAINST ANY THIRD-PARTY CLAIMS ARISING OUT OF OR RELATING TO CUSTOMER’S USE OF THE FORMS.

  • (f) No Financial Services; Third-Party Payments. Customer acknowledges that KeyRing does not provide banking, money transmission, escrow, fund transfer, or payment processing services, and does not hold, control, or take possession of tenant funds. KeyRing is not a payment processor, money transmitter, merchant of record, escrow agent, fiduciary, or financial institution. Any payment functionality integrated with the Services (including tenant payments) is provided through Third-Party Products. Customer is solely responsible for tenant payment obligations and administration (including follow-up, enforcement, reconciliation, refunds, and dispute resolution). KeyRing is not responsible for such Third-Party Products or any payment-related losses, disputes, chargebacks, reversals, errors, fees, penalties, or assessments imposed by payment processors, banks, financial institutions, card networks, and similar service providers related to Customer’s or its Authorized Users’ use of the Third-Party Products.

  • (g) Cloud Service Providers. The Services are hosted with a third-party infrastructure provider. KeyRing is not responsible for outages or data loss caused by such third-party infrastructure providers.

  • (h) Representations and Warranties. Without limiting Section 3(c), Customer represents and warrants to KeyRing that it has obtained all necessary rights, consents, permissions and authorizations to provide the Customer Data, including tenant Personal Data to KeyRing for processing in accordance with this Agreement.

  • (i) Communications. Customer is solely responsible for ensuring that all communications sent using the Services or any Third-Party Products integrated with the Services comply with all applicable laws.

  • (j) Compliance with Applicable Laws. Customer (and its Authorized Users) must comply with all applicable federal, state, and local laws, rules, and regulations relating to Customer’s and its Authorized Users’ use of the Services or the Third-Party Products and any communications sent using the Services or any Third-Party Products. Those applicable laws include, but are not limited to the: (i) consumer protection laws and the Federal Trade Commission Act and corollary state laws; (ii) the Telephone Consumer Protection Act (47 U.S.C. § 227) (“TCPA”); (iii) the CAN-SPAM Act (15 U.S.C. §§ 7701-7713) (“CAN-SPAM”); (iv) applicable “quiet hours,” donotcall, optout, and similar requirements, including state miniTCPA and miniCAN-SPAM laws; (v) applicable US laws, rules and regulations related to the privacy and security of personal data (“Data Protection Laws”); (vi) laws governing the landlordtenant relationship, including fair housing laws; and (vii) the Fair Credit Reporting Act (15 U.S.C. § 1681 et seq.) (“FCRA”). Customer is solely responsible for determining which laws apply to its business and activities when using the Services and the Third-Party Products.

  • (k) Marketing Consents. Customer represents and warrants to KeyRing that it has provided Authorized Users and any third parties 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 in connection with any marketing or transactional communications sent by or on behalf of Customer in connection with use of the Services.

  • (l) Acceptable Use Policy. Customer’s use of the Services is subject to and governed by the Acceptable Use Policy attached as Exhibit C to this Agreement. KeyRing has the right to update the Acceptable Use Policy from time to time during the Term, in its sole discretion.

  • (m) Anti-Money Laundering. Customer represents and warrants that it will not use the Services or the Third-Party Products, directly or indirectly, to facilitate money laundering, terrorist financing, or any other financial crime. Customer shall not knowingly permit any Authorized User or tenant to use the Services in connection with proceeds of illegal activity or to evade any applicable anti-money laundering laws or regulations.

  • 5. Service Levels and Support.

  • (a) Service Levels. KeyRing will use commercially reasonable efforts to make the Services available to Customer on an ongoing basis and to provide the support services described in Exhibit B (Service Levels and Support), which is incorporated by reference. The Availability Target (as defined in Exhibit B) and other objectives are presented for informational purposes, represent KeyRing’s operational goals, and are not a guarantee of uptime availability.

  • (b) Support. Subject to compliance with the terms of this Agreement and payment of the Fees, Customer will receive the support services described in Exhibit B during the Term.

  • 6. Fees and Payment.

  • (a) Fees. Customer may choose from several service plans. Customer shall pay KeyRing the fees for receiving the Services at the then-current price for the chosen subscription tier, including any associated management fees charged in connection with facilitating payments through the Platform (“Fees”). Customer will pay the Fees for the chosen subscription tier without offset or deduction. Customer shall make all payments for the subscription tier in US dollars in the amounts and by the due dates set forth in the chosen service plan.

  • (b) Free Trial. KeyRing may offer Customer a free fourteen (14) day trial period to use the Services (the “Free Trial Period”). During the Free Trial Period, Customer may access and use the Services at no charge, subject to the terms of this Agreement. At the end of the Free Trial Period, Customer’s access to the Services will terminate unless Customer purchases a paid subscription plan. KeyRing may modify, suspend, or discontinue the Free Trial at any time without prior notice. The Free Trial is limited to one per Customer and may not be combined with other promotional offers. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THE SERVICES ARE PROVIDED DURING THE FREE TRIAL PERIOD “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND. KEYRING AND THE KEYRING PARTIES SHALL HAVE NO LIABILITY OF ANY KIND TO CUSTOMER, ITS AUTHORIZED USERS, OR ANY THIRD PARTY ARISING FROM OR RELATED TO CUSTOMER’S USE OF THE SERVICES DURING THE FREE TRIAL PERIOD. All other provisions of this Agreement, including the indemnification obligations and limitations of liability, apply during the Free Trial Period.

  • (c) Failure to Pay Fees. If Customer fails to pay any Fees when due, without limiting KeyRing’s other rights and remedies: (i) Customer shall be responsible to immediately pay KeyRing any outstanding balance and pay KeyRing interest on the past due balance at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse KeyRing for all costs incurred by KeyRing or legal proceedings brought by KeyRing in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (iii) KeyRing may suspend Customer's and its Authorized Users' access to and use of all or any portion of the Services and access to the Third-Party Products through the Services until such amounts are paid in full in accordance with Section 12 below. KeyRing may modify the Fees or subscription plans upon at least thirty (30) days prior written Notice, which may be provided by email or through the Services.

  • (d) Subscription Tiers. As of the Effective Date, KeyRing offers the subscription tiers set forth in Exhibit A (Subscription Tiers).

  • (e) Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer under this Agreement, other than any taxes imposed on KeyRing’s income.

  • (f) Auditing Rights and Required Records. Customer agrees to maintain complete and accurate records during the Term and for a period of two (2) years after the termination or expiration of this Agreement, as needed for Customer to demonstrate to KeyRing that it has accurately paid the Fees and otherwise complies with the terms of this Agreement. KeyRing may, at its own expense, on reasonable prior Notice, periodically inspect and audit Customer's records with respect to compliance with the terms of this Agreement. If such inspection and audit reveals that Customer has underpaid KeyRing, Customer shall reimburse KeyRing such underpayment within ten (10) days of receipt of notice of the underpayment from KeyRing, together with interest in accordance with Section 6(c). Customer shall pay for the costs of the audit if KeyRing determines that Customer's underpayment equals or exceeds 5% for any three-month period. Such inspection and auditing rights will extend throughout the Term of this Agreement and for a period of two (2) years after the termination or expiration of this Agreement.

  • (g) Billing and Payment. Fees are billed in advance on a monthly or annual subscription basis. FEES WILL AUTOMATICALLY RENEW FOR SUCCESSIVE BILLING PERIODS UNLESS TERMINATED IN ACCORDANCE WITH THIS AGREEMENT. All Fees are non-refundable. Customer is responsible for maintaining accurate payment information. If any payment fails due to expiration of a credit card, insufficient funds, or misdirection of payment, Customer shall remain liable to KeyRing for such Fees and KeyRing may suspend access to the Services until payment is received as permitted in Section 6(c).

  • 7. Confidential Information; Security.

  • (a) Confidential Information. During the Term, one Party may disclose or make available (“Disclosing Party”) to the other Party (“Receiving Party”) information about its business affairs, products, intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the Receiving Party at the time of disclosure; (c) rightfully obtained by the Receiving Party on a non-confidential basis from a third party; or (d) independently developed by the Receiving Party.

  • (b) Non-Disclosure. The Receiving Party shall not disclose the Disclosing Party's Confidential Information to any person or entity, except to the Receiving Party's Affiliates, employees or agents who have a need to know the Confidential Information of the Disclosing Party to exercise its rights or perform its obligations under this Agreement. Notwithstanding the foregoing, a Receiving Party may disclose the Confidential Information of the Disclosing Party solely to the limited extent required: (i) to comply with a court order or other legal process of a court or any other governmental body, or as otherwise necessary to comply with applicable law, provided that the Receiving Party making the disclosure shall first have given written Notice to the Disclosing Party and made a reasonable effort to obtain a protective order unless otherwise prohibited under applicable law; or (ii) to establish a Party's rights under this Agreement, including to make required court filings.

  • (c) Return or Destruction of Confidential Information. On the expiration or termination of the Agreement, the Receiving Party shall promptly return to the Disclosing Party all copies, whether in written, electronic, or other form or media, of the Disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the Disclosing Party that such Confidential Information has been destroyed. Each Party's non-disclosure obligations are effective as of the Effective Date and will expire on the later of five (5) years from the date first disclosed to the Receiving Party or three (3) years after the expiration or termination of this Agreement; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

  • (d) Data Privacy and Security.

  • (i) The Parties agree to comply with their respective obligations under applicable US federal, state and local data privacy and security laws (“Data Protection Laws related to the collection, use, storage, processing, sharing or disclosure of Personal Data under this Agreement. For purposes of this Agreement, “Personal Data” means any information that identifies or could reasonably be used to identify a natural person, excluding data which is publicly available or which is aggregated or de-identified.

  • (ii) KeyRing will use Personal Data contained within Customer Data solely to provide the Services and will implement reasonable administrative, technical, and physical security measures designed to protect Personal Data from unauthorized access or acquisition (“Security Incident”). If a party experiences a Security Incident, that party will promptly notify the other party and the parties will coordinate to assist in resolving the Security Incident affecting Personal Data.

  • 8. Intellectual Property Ownership; Feedback.

  • (a) KeyRing IP. “KeyRing IP” means all intellectual property and proprietary rights owned by or licensed to KeyRing or its Affiliates in or related to the Services, the KeyRing Content, and any technology, software, algorithms, methods, processes, inventions, improvements, trade secrets, know-how, and other proprietary materials used by KeyRing to provide the Services, including all patents, copyrights, trademarks, service marks, and trade dress, whether registered or unregistered, and all applications and registrations. KeyRing owns or has the license to provide Customer the right to use the Services, including all related KeyRing IP.

  • (b) Customer Data. As between KeyRing and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer grants to KeyRing a non-exclusive, royalty-free, worldwide license to access, use, display, reproduce, store, distribute, and process Customer Data as may be necessary for KeyRing to provide the Services and to create De-Identified Data.

  • (c) Feedback. If Customer or any of its Authorized Users sends or transmits any communications, comments, or materials to KeyRing suggesting improvements to 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 irrespective of any other obligation or limitation between the Parties governing such Feedback and without an obligation to pay compensation to Customer or its Authorized Users.

  • 9. Warranty Disclaimers; Disclaimers of Liability.

  • (a) KEYRING PROVIDES THE APP, THE SERVICES, THE KEYRING CONTENT, AND THE FORMS “AS IS”. KEYRING DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, RELATED TO THE SERVICES, THE APP, THE KEYRING CONTENT, THE FORMS, AND ANY THIRD-PARTY PRODUCTS, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. KEYRING MAKES NO WARRANTY OF ANY KIND THAT THE APP, THE SERVICES, THE KEYRING CONTENT, THE FORMS, OR ANY THIRD-PARTY PRODUCTS WHICH INTEGRATE WITH THE SERVICES WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. WITHOUT LIMITING THE FOREGOING, KEYRING DOES NOT PROVIDE LEGAL, TAX, OR FINANCIAL ADVICE OR SERVICES AND IS NOT ENGAGED IN THE PRACTICE OF LAW OR ACCOUNTING; THE FORMS DO NOT CONSTITUTE LEGAL ADVICE AND MAY NOT BE APPROPRIATE FOR CUSTOMER’S CIRCUMSTANCES OR JURISDICTION; AND KEYRING DOES NOT PROVIDE BANKING, MONEY TRANSMISSION, ESCROW, FUND TRANSFER, OR PAYMENT PROCESSING SERVICES. KEYRING MAKES NO REPRESENTATION OR WARRANTY THAT THE APP OR THE SERVICES ARE DESIGNED FOR, SUITABLE FOR, OR CAPABLE OF SECURELY PROCESSING, STORING, OR TRANSMITTING SENSITIVE PERSONAL DATA (AS DEFINED IN SECTION 4). CUSTOMER SHOULD CONSULT ITS OWN ATTORNEYS, ACCOUNTANTS, OR OTHER PROFESSIONAL ADVISORS REGARDING THE SUITABILITY OF THE SERVICES, THE FORMS, OR ANY THIRD-PARTY PRODUCTS.

  • (b) WITHOUT LIMITING THE FOREGOING, KEYRING MAKES NO WARRANTY OR REPRESENTATION REGARDING THE AI CHATBOT OR ANY AI FEATURES, INCLUDING BUT NOT LIMITED TO THE ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS, OR USEFULNESS OF ANY AI-GENERATED CONTENT, INFORMATION, OUTPUTS, OR RECOMMENDATIONS. CUSTOMER ACKNOWLEDGES 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 CUSTOMER’S REQUIREMENTS, OR PRODUCE ANY PARTICULAR RESULTS.

  • (c) THE RELATIONSHIP BETWEEN THE PARTIES IS THAT OF A SERVICE PROVIDER AND A CUSTOMER. KEYRING IS NOT ACTING AS AN AGENT OF CUSTOMER AND HAS NO FIDUCIARY OR AGENCY RELATIONSHIP OR DUTY TO CUSTOMER OR ITS AUTHORIZED USERS.

  • (d) KeyRing is not a consumer reporting agency as defined by the FCRA and does not furnish consumer reports. Customer is solely responsible for compliance with the FCRA or any related federal, state, or local laws, including notice, consent, and opt-out mechanisms as required by law. Customer will ensure that: (i) neither it nor its Authorized Users use the Services or any information gathered using the Services for any purpose that would require FCRA compliance; and (ii) any tenant screening or consumer report information accessed through Third-Party Products is provided by such third parties, not by KeyRing. KeyRing expressly disclaims any responsibility for FCRA compliance. Customer acknowledges that KeyRing does not prepare, evaluate, or determine credit eligibility based on any consumer report. Customer, on behalf of itself and its Authorized Users, irrevocably waives any claims against KeyRing for errors or omissions in financial information. Without limiting Section 10(b), Customer agrees to indemnify and hold KeyRing and the KeyRing Parties harmless from any losses or liabilities arising from (A) credit eligibility decisions using Third-Party Products integrated with the Services or (B) errors or omissions in financial information.

  • 10. Indemnification.

  • (a) KeyRing Indemnification.

  • (i) KeyRing shall defend Customer from and against third-party claims, demands or legal proceedings (“Claims”) and pay any losses, damages, liabilities, costs (including reasonable attorneys' fees) (“Losses”) incurred by Customer arising from allegations that the Services infringe or misappropriate such third party's US patents, copyrights, or trade secrets, provided that Customer promptly notifies KeyRing in writing of such Claims, cooperates with KeyRing in defending any such Claims, and allows KeyRing sole authority to control the defense and settlement of such Claims.

  • (ii) If an infringement Claim is made or appears possible, KeyRing shall have the right, but not the obligation, to (A) modify or replace the Services or the KeyRing Content or any component, to make it non-infringing, or (B) obtain the right for Customer to continue use. If KeyRing determines that neither alternative is reasonably available, KeyRing may terminate this Agreement, in its entirety or with respect to the affected component, effective immediately on written Notice to Customer. In the event of such termination, KeyRing’s liability shall be limited to a pro-rata refund of any prepaid fees for the terminated portion of the Services.

  • (iii) This Section 10(a) will not apply if a Claim arises from: (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by KeyRing; (B) modifications to the Services not made by KeyRing; (C) Customer Data; (D) use of Third-Party Products; or (E) use or misuse of the Services in violation of this Agreement or the End User License Agreement.

  • (b) Customer Indemnification. Customer shall defend KeyRing and its Affiliates, members, officers, directors, employees, agents, service providers and providers of the Third-Party Products (“KeyRing Parties”) against any third party Claims and immediately reimburse the KeyRing Parties from and against any Losses arising from or related to: (i) Customer’s use of the Services in violation of a third party’s intellectual property rights or misappropriation of trade secrets; (ii) Customer Data or Customer Confidential Information; (iii) any legal or regulatory actions or proceedings brought in regard to Customer or its Authorized Users’ use of the Services, the Third-Party Products or from the processing of Customer Data; (iv) Customer’s or an Authorized User’s breach of any obligation under this Agreement; (v) Customer’s or an Authorized User’s violation of any applicable law, including but not limited to CAN-SPAM, TCPA (or as otherwise described in Section 4(j)), fair housing laws, state mini-TCPA and CAN-SPAM laws or related laws, violation of the FCRA or violations of the Data Protection Laws; (vi) any claims, fines, penalties or regulatory actions arising from Customer’s communications with its Authorized Users or any third party or in connection with the landlord-tenant relationship; (vii) any claims arising or related to a background check or the use of automated decision making or the laws applicable to automated decision making regarding Authorized Users; (viii) any claims arising from or related to Customer’s or its Authorized Users’ use of, reliance on, or actions taken based on the AI Chatbot, AI Features, or any AI-generated information, content, outputs, or recommendations; and (ix) any claims, penalties, or regulatory actions arising from or related to Customer’s or its Authorized Users’ uploading, transmission, storage, or processing of Sensitive Personal Data (as defined in Section 4) when using the App or the Services.

  • (c) Notification. If a Party receives a Claim subject to indemnification under this Agreement, that Party shall promptly notify the other Party of the Claim and the parties shall cooperate in the defense of such Claim. The defending Party may settle a Claim provided that it is subject to a written settlement agreement releasing all the parties from the Claim, without admission of liability.

  • (d) Sole Remedy. THIS SECTION 10 SETS FORTH EACH PARTY’S SOLE REMEDIES, LIABILITY, AND OBLIGATIONS FOR CLAIMS COVERED BY THIS SECTION 10.

  • 11. Limitations of Liability.

  • (a) IN NO EVENT WILL KEYRING OR ANY OF THE KEYRING PARTIES BE LIABLE TO CUSTOMER, ITS AUTHORIZED USERS, OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS OPPORTUNITY, OR THE COST OF REPLACEMENT SERVICES, REGARDLESS OF WHETHER KEYRING WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE LEGAL THEORY UPON WHICH ANY CLAIM IS BASED.

  • (b) IN NO EVENT WILL KEYRING’S OR ANY OF THE KEYRING PARTIES’ AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE EULA, THE SERVICES, OR THE KEYRING CONTENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO KEYRING BY CUSTOMER UNDER THIS AGREEMENT IN THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

  • (c) IN NO EVENT SHALL KEYRING OR THE KEYRING PARTIES BE LIABLE TO CUSTOMER, ITS AUTHORIZED USERS, OR ANY THIRD PARTY FOR CLAIMS ARISING FROM (i) COMMUNICATIONS SENT BY OR ON BEHALF OF CUSTOMER USING THE SERVICES, (ii) USE OF THIRD-PARTY PRODUCTS IN CONNECTION WITH USE OF THE SERVICES, INCLUDING BUT NOT LIMITED TO PAYMENT PROCESSING, FUNDS TRANSFERS, CHARGEBACKS, REVERSALS, OR PAYMENT-RELATED DISPUTES INVOLVING THIRD-PARTY PRODUCTS, (iii) DISPUTES BETWEEN CUSTOMER AND ITS AUTHORIZED USERS, INCLUDING BUT NOT LIMITED TO LANDLORD-TENANT DISPUTES OR CLAIMS ALLEGING DISCRIMINATION, (iv) AI-GENERATED CONTENT, OUTPUTS, OR RECOMMENDATIONS PROVIDED THROUGH THE AI FEATURES, INCLUDING BUT NOT LIMITED TO ANY INACCURACIES, ERRORS, OMISSIONS, HALLUCINATIONS, OR CUSTOMER’S OR ITS AUTHORIZED USERS’ RELIANCE ON SUCH AI-GENERATED CONTENT, OR (v) THE UPLOADING, TRANSMISSION, STORAGE OR PROCESSING OF SENSITIVE PERSONAL DATA (AS DEFINED IN SECTION 4) BY CUSTOMER OR ITS AUTHORIZED USERS WHEN USING THE APP OR THE SERVICES OR ANY SECURITY INCIDENT IMPACTING SUCH SENSITIVE PERSONAL DATA.

  • (d) Notwithstanding the foregoing, KeyRing does not guarantee absolute security and expressly disclaims liability for any Security Incidents not caused by its gross negligence or willful misconduct and limits its liability to direct damages only.

  • (e) CUSTOMER AGREES THAT NO KEYRING PARTY SHALL HAVE ANY PERSONAL LIABILITY TO CUSTOMER, ITS AUTHORIZED USERS, OR ANY THIRD PARTY FOR ANY CLAIMS, DAMAGES, LOSSES, OR LIABILITIES ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE SERVICES, THE KEYRING CONTENT OR ANY THIRD-PARTY PRODUCTS. CUSTOMER’S SOLE RECOURSE FOR ANY SUCH CLAIMS SHALL BE AGAINST KEYRING, SUBJECT TO THE LIMITATIONS SET FORTH IN THIS AGREEMENT.

  • 12. Term and Termination.

  • (a) Term. The initial term of this Agreement begins on the Effective Date and, unless terminated earlier pursuant to this Agreement's express provisions, will continue in effect for the period specified by the subscription tier selected by Customer (the “Initial Term”). After the Initial Term of the chosen subscription tier, this Agreement will automatically renew for additional successive terms (“Renewal Term”), each of the same time period as the Initial Term, unless earlier terminated pursuant to this Agreement or either Party gives the other Party written Notice of non-renewal at least sixty (60) days prior to the expiration of the then-current term. The “Term” means the Initial Term, and any Renewal Term, collectively.

  • (b) Suspension. Notwithstanding anything to the contrary in this Agreement, KeyRing may temporarily suspend Customer's and any Authorized User's access to and use of any portion or all of the Services and access to any Third Party Products or both if:

  • (i) KeyRing reasonably determines that (A) there is a threat or attack on any KeyRing Services or the KeyRing IP; (B) Customer’s or any Authorized User’s use of the Services disrupts or poses a security risk to the Services or to any other customer, user, or vendor of KeyRing; (C) Customer or any Authorized User is using the Services for fraudulent or illegal activities; (D) Customer or any Authorized User violates this Agreement, the Acceptable Use Policy, or the EULA, or exposes KeyRing, the KeyRing Parties or its service providers (including any third-party processors engaged by KeyRing to process data on its behalf in connection with the Services (“Subprocessors”)) to material legal, regulatory, or compliance risk; (E) Customer or any Authorized User violates the legal terms required by any Third-Party Products; (F) a legal proceeding or regulatory action is brought against KeyRing, the KeyRing Parties or Customer arising from Customer’s violation of its obligations under this Agreement; (G) subject to applicable law, Customer ceases to conduct business in the ordinary course, makes an assignment for the benefit of creditors, or becomes the subject of bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (H) KeyRing’s provision of the Services to Customer or any Authorized User, or the Third Party Products is prohibited by applicable law;

  • (ii) any vendor of KeyRing has suspended or terminated KeyRing’s access to or use of any Third-Party Products required to enable Customer or its Authorized Users to access or use the Services (collectively a “Service Suspension”).

  • (c) KeyRing shall use commercially reasonable efforts to provide written Notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. KeyRing shall use commercially reasonable efforts to resume providing access to the Services promptly after the event giving rise to the Service Suspension is cured. KeyRing and the KeyRing Parties will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension, and Customer will not be entitled to reimbursement or credits for any Fees incurred during the time of the Service Suspension.

  • (d) Termination. In addition to any other express termination rights set forth in this Agreement:

  • (i) KeyRing may terminate this Agreement, effective on written Notice to Customer, if Customer: (A) fails to pay any amount when due, and such failure continues more than fifteen (15) days after KeyRing delivers written Notice thereof; (B) breaches its confidentiality obligations under Section 7 (Confidential Information; Security); or (C) as otherwise provided in this Section (d);

  • (ii) either Party may terminate this Agreement, effective on written Notice to the other Party, if the other Party is in material breach of this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written Notice of such material breach; or

  • (iii) either Party may terminate this Agreement, effective immediately upon written Notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

  • (iv) KeyRing may discontinue, suspend, or terminate the Services, the access to the KeyRing Content, any portion thereof, or access to the Third Party Products at any time, for any reason or for no reason, in KeyRing’s sole and absolute discretion, effective upon written Notice to Customer. In the event of any such discontinuation, suspension, or termination by KeyRing, Customer shall not be entitled to any refund of prepaid Fees, and KeyRing and the KeyRing Parties shall have no liability to Customer, its Authorized Users, or any third party arising from or related to such discontinuation, suspension, or termination.

  • (e) Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement for any reason, Customer shall immediately discontinue use of the Services, the KeyRing Content, the Third-Party Products, and the KeyRing IP. Without limiting Customer's obligations under Section 7 (Confidential Information; Security), Customer shall delete, destroy, or return all copies of the KeyRing Content, KeyRing IP, and KeyRing Confidential Information and certify in writing to KeyRing that such materials have been deleted or destroyed. No expiration or termination will affect Customer's obligation to pay all Fees due before such expiration or termination or entitle Customer to any refund. KeyRing and the KeyRing Parties shall have no liability to Customer, its Authorized Users, or any third party arising from or related to any expiration, suspension, or termination of this Agreement.

  • (f) Return or Destruction of Customer Data. Upon termination or expiration of this Agreement, KeyRing may retain Customer Data for up to thirty (30) days to permit export, after which KeyRing may delete such Customer Data. Customer is solely responsible for exporting Customer Data during such 30-day period using the then-available functionality of the Services. Notwithstanding the foregoing, KeyRing may retain and use any De-Identified Data derived from Customer Data and may retain Customer Data to the extent required to comply with applicable laws or regulations, resolve disputes, enforce its agreements, to comply with a litigation hold or for other legitimate business purposes.

  • (g) Survival. Sections 3 (Use Restrictions), 4 (Customer Responsibilities), 6 (Fees and Payment), 7 (Confidential Information; Security), 8 (Intellectual Property Ownership; Feedback), 9 (Warranty Disclaimers; Disclaimers of Liability), 10 (Indemnification), 11 (Limitations of Liability), 12 (Term and Termination), and 13 (Miscellaneous), as well as any other provisions that by their nature should survive, will survive expiration or termination of this Agreement.

  • 13. Miscellaneous.

  • (a) Entire Agreement. This Subscription Agreement, together with the Acceptable Use Policy and any other documents incorporated by reference and all related Exhibits, constitutes the entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral.

  • (b) Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing and addressed to the Parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this Section.

  • (c) Force Majeure. In no event shall KeyRing or the KeyRing Parties be liable to Customer, its Authorized Users, or any third party, or be deemed to be in breach of this Agreement, for any failure or delay in performing its obligations under this Agreement (other than payment obligations), 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, quarantine, or public health emergency; (iii) explosion, war, terrorism, invasion, riot, or other civil unrest; (iv) strikes, labor stoppages or slowdowns, or other industrial disturbances; (v) passage of law, governmental order, or any action taken by a governmental or public authority, including imposing an embargo, sanctions, export restrictions, or other regulatory actions; (vi) national or regional emergency; (vii) cyberattack, distributed denial of service (DDoS) attack, hacking, or other malicious cyber activity; (viii) failure or interruption of the internet, telecommunications networks, or power grid; (ix) failure or outage of third-party cloud infrastructure providers, including Amazon Web Services, Google Cloud Platform, or Microsoft Azure; or (x) supply chain disruptions or shortages of materials, equipment, or components. KeyRing shall provide prompt written notice to Customer of any Force Majeure Event and shall use commercially reasonable efforts to mitigate the effects of such event and resume performance as soon as reasonably practicable. If a Force Majeure Event continues for more than sixty (60) consecutive days, either Party may terminate this Agreement upon written notice to the other Party, and Customer shall be entitled to a pro-rata refund of any prepaid Fees for the terminated portion of the Term. For the avoidance of doubt, Customer’s payment obligations under this Agreement are not excused by a Force Majeure Event affecting Customer.

  • (d) Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Notwithstanding the foregoing, KeyRing may update any policies, guidelines, or exhibits that are expressly identified as modifiable by KeyRing, including Exhibit B (Service Levels and Support), and Exhibit C (Acceptable Use Policy), upon reasonable Notice to Customer, and continued use of the Services after such update constitutes acceptance of the updated terms.

  • (e) Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement to reflect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

  • (f) Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts or state court located in New York City, New York and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

  • (g) No Agency Relationship. KeyRing is not an agent, broker, fiduciary, or representative of Customer or its Authorized Users.

  • (h) Assignment. Customer may not assign any of its rights or delegate any of its obligations under this Agreement, without the prior written consent of KeyRing. Any purported assignment or delegation in violation of this Section will be null and void. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.

  • (i) Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 7 (Confidential Information; Security) or, in the case of Customer, Section 3 (Use Restrictions), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

  • (j) Mobile Application. If Customer accesses the Services via a mobile application, this Agreement is between Customer and KeyRing only, and not Apple or Google. Apple and Google are third-party beneficiaries of this Agreement solely for purposes of this Section.

  • (k) Website Terms. Customer’s access to and use of KeyRing’s public website or customer portal may be subject to KeyRing’s then-current website terms of use. Such terms apply solely to website access and do not modify or supersede this Agreement. In the event of any conflict, this Agreement shall control.

  • (l) Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.

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

  • (n) Consent to Electronic Communications. By entering into this Agreement, Customer consents to receive all communications, agreements, documents, notices, and disclosures (collectively, “Communications”) from KeyRing electronically, including via email, through the Services, or by posting on KeyRing’s website. Customer agrees that all Communications provided electronically satisfy any legal requirement that such Communications be in writing. Customer is responsible for maintaining a valid email address and for regularly checking for Communications from KeyRing. Customer may withdraw consent to receive electronic Communications by providing written Notice to KeyRing; however, withdrawal of consent may result in termination of Customer’s access to the Services.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date.

KEYRING, LLC

CUSTOMER

By:_______________________________

Name: ____________________________

Title: _____________________________

By:_______________________________

Name: ____________________________

Title: _____________________________

Date: _____________________________ Date: _____________________________

Exhibit A

SUBSCRIPTION TIERS

The current subscription plans, their prices and their unit limits are shown at https://www.keyringpm.com/pricing and at checkout before you subscribe. The price and limits shown at checkout when you subscribe or renew apply to that subscription term. Promotional offers, such as the founding offer for the first 100 annual subscribers, apply only as described at checkout.

KeyRing may modify the tier pricing, features or usage limits with advance notice in accordance with the Agreement.

EXHIBIT B

SERVICE LEVELS TARGETS AND SUPPORT

  • 1. Overview. This Exhibit B describes the service availability targets and support services applicable to the Services. Any service levels described in this Exhibit are provided solely for measurement purposes, and Customer’s exclusive remedy for any failure to meet such service levels is as expressly set forth in this Exhibit B.

  • 2. Service Availability.

  • a. Availability Target. KeyRing will use commercially reasonable efforts to make the Services available 99.0% of the time, measured on a monthly basis (the “Availability Target”), excluding Permitted Downtime.

  • b. Permitted Downtime. “Permitted Downtime” includes: (i) scheduled maintenance (with reasonable advance notice where practicable); (ii) emergency maintenance; (iii) downtime caused by Customer systems, Customer Data, or Customer’s internet connectivity; (iv) downtime caused by Third-Party Products or infrastructure providers, including the Google Cloud Platform, Amazon Web Services, third-party service providers, payment processors, messaging or AI providers; (v) suspension of Services in accordance with the Agreement; and (vi) events of Force Majeure.

  • 3. Support Services. KeyRing will provide standard technical support during normal business hours (Monday through Friday, excluding U.S. federal holidays), via email or in-application support channels.

  • 4. Exclusions. KeyRing has no obligation to provide support for issues arising from: (a) Customer’s or its Authorized Users’ misuse of the Services; (b) violations of the Acceptable Use Policy; (c) Third-Party Products or integrations; (d) unsupported configurations or environments; and/or (e) modifications not made or authorized by KeyRing.

  • 5. No Warranties. THE SERVICES AND SUPPORT ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND. KEYRING DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE ACCESS TO OR OPERATION OF THE SERVICES.

EXHIBIT C

ACCEPTABLE USE POLICY

  • 1. Purpose and Scope. This Acceptable Use Policy (“AUP”) governs access to and use of the Services. This AUP applies to Customer, its Authorized Users, and any other end users who access or use the Services.

  • 2. Permitted Use. The Services may be used solely for lawful property management, tenant communications, and related business purposes in accordance with the applicable agreement with KeyRing and in compliance with all applicable laws.

  • 3. Prohibited Uses. Users may not, directly or indirectly:

  • a. use the Services in violation of any applicable law or regulation, including landlord‑tenant laws, fair housing laws, data protection laws, payment‑processing rules, communications laws (including TCPA and CAN‑SPAM), consumer protection laws, anti-money laundering laws, or laws related to automated decision-making;

  • b. submit, upload, transmit, or process Customer Data without having provided all notices and obtained all necessary rights, consents, permissions, and authorizations required to collect, transmit, store, submit, post, process, or otherwise share such Customer Data, including tenant consent where required by applicable law or contract;

  • c. misuse screening, financial, or communications features, including attempting to obtain or use tenant screening information for unlawful or discriminatory purposes;

  • d. interfere with, disrupt, or attempt to gain unauthorized access to the Services, accounts, APIs, or related systems;

  • e. introduce malware, malicious code, or automated scripts that interfere with the operation of the Services;

  • f. impersonate any person or entity, or misrepresent affiliation or authority when using the Services;

  • g. use the Services to send unlawful, harassing, deceptive, or unauthorized communications, including unsolicited messages;

  • h. copy, modify, create derivative works of, reverse engineer, disassemble, decompile, decode, adapt, scrape, or extract data or content from the Services, or otherwise attempt to derive or gain access to any software component of the Services, except as expressly permitted by KeyRing;

  • i. input any KeyRing IP into any AI technology, or use any such KeyRing IP for training any AI model or data set or in connection with use of any AI technologies;

  • j. rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services to any third party beyond the scope of the Agreement;

  • k. remove, obscure, or alter any proprietary notices, labels, or marks on or in the Services;

  • l. use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates the intellectual property, proprietary, privacy, or any other rights of any person;

  • m. use or rely on the AI Chatbot or any AI Features for any automated decision-making or other types of results which could have a legal or similarly significant impact on an individual, including but not limited to decisions regarding tenant screening, eviction, lease termination, legal compliance, fair housing, or any matter that could result in legal liability or material harm to any person; or

  • n. use the App or the Services to send, upload, transmit, store, or otherwise process any Customer Data that includes Sensitive Personal Data.

  • 4. Account Responsibility. Customer is solely responsible for all activity conducted through its account, including activity by Authorized Users and third parties whether or not acting at the Customer’s direction or for its benefit. Any violation of this AUP by such Authorized Users will be deemed a violation by Customer.

  • 5. Monitoring and Enforcement. KeyRing may monitor use of the Services to ensure compliance with this AUP and may suspend or terminate access, remove content, or take other appropriate action if it determines a violation has occurred or is likely to occur. KeyRing will cooperate with law enforcement or regulatory authorities as required by law.

  • 6. No Obligation to Monitor. KeyRing is not obligated to monitor Customer Data or activity in accordance with the Services but reserves the right to do so in its sole discretion.

  • 7. Modifications. KeyRing may update this AUP from time to time. Continued use of the Services after an update constitutes acceptance of the revised AUP.