Terms of Service

These Terms of Service (which together with KeyMe, LLC's Privacy Policy [available at https://key.me/privacy] and Arbitration Agreement [provided below] are referred to collectively as the "Terms of Service," “Terms,” or “terms”) is a binding contract between you and KeyMe, LLC (“KeyMe,” “we,” “us,” or “our”). Please read the Terms of Service fully and carefully before using any KeyMe key duplication kiosks (the "Kiosk"), any KeyMe locksmith services (the “Locksmith Services”), KeyMe’s website at www.key.me (the "Site"), and any other key duplication or other services, features, or content offered by KeyMe (referred to together with the Kiosk, the Locksmith Services, and the Site as the "Services" or “services”). These Terms of Service set forth legally binding terms and conditions between you and KeyMe and expressly apply to your use of and access to KeyMe's Services. If you do not agree to all of such terms, you may not use or access the services in any manner.

• Acceptance of Terms of Service.

  • By using the Services, you represent, warrant, and agree that you are permitted by all applicable leases and any other similar agreements, or are otherwise expressly authorized, to duplicate and reproduce any keys or keycards in any form (collectively, “Keys” or "keys") that you submit to the services. You further represent, warrant, and agree that you are permitted by applicable law to submit such keys to the services, and that your submission of the keys will not violate the rights of a third party in any manner, or otherwise violate any applicable laws, rules, or regulations. This includes, but is not limited to, your express agreement that (1) duplication is prohibited when a key is stamped, imprinted, marked, or incised with the wording “Do Not Duplicate” or “Unlawful To Duplicate” and includes the originator’s company name and telephone number, and that (2) duplication is also prohibited when a key is a Restricted Key or a High Security Key and includes the originator’s company name and telephone number or registration number.  You expressly release KeyMe, its officers, employees, agents, and successors from all claims, demands, damages, and other liability of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to a breach of the foregoing representations and warranties.

  • By registering for, accessing, and/or using the Services in any manner, using the Kiosk or KeyMe’s Locksmith Services, or visiting or browsing the Site, you represent, warrant, and agree that you have read and that you understand these Terms of Service, and that you agree to and will be deemed to have accepted the Terms and all other operating rules, policies, and procedures that may be published from time to time on the Services by us, each of which is incorporated by reference and each of which may be updated from time to time without notice to you.

  • Certain of the Services may be subject to additional terms and conditions specified by us from time to time; your use of such Services is subject to those additional terms and conditions, which are incorporated into these Terms of Service by this reference. Any new features or tools that are added to KeyMe’s Services shall also be subject to these Terms of Service. You can review the most current version of the Terms of Service at any time on the Site. We reserve the right to update, change, or replace any part of these Terms of Service by posting updates and/or changes to our Site. It is your responsibility to check the Terms of Service on the Site periodically for changes. Your continued use of or access to the Site or any of KeyMe’s other Services following the posting of any changes or other notification of such changes constitutes acceptance of the changes.

  • These Terms of Service apply to all users of the Services, including, without limitation, users who are contributors of content, information, and other materials or services, registered or otherwise.

  • ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT AS OTHERWISE DESCRIBED IN THE ARBITRATION AGREEMENT BELOW, YOU AGREE TO RESOLVE DISPUTES WITH KEYME ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION. BY USING KEYME’S WEBSITE, ANY KEYME DUPLICATION KIOSKS, LOCKSMITH SERVICES, OR OTHER KEY DUPLICATION SERVICES, BY PURCHASING ANY KEYME GOODS OR OTHER SERVICES, OR BY PROVIDING YOUR TELEPHONE NUMBER OR CONTACT INFORMATION TO KEYME, YOU AGREE THAT YOU HAVE READ THE ARBITRATION AGREEMENT CAREFULLY AND THAT YOU ARE ENTERING INTO THE ARBITRATION AGREEMENT VOLUNTARILY.

• Eligibility.

  • You represent and warrant that you are at least 18 years of age. If you are under age 18, you may not, under any circumstances or for any reason, use the Services. We may, in our sole discretion, refuse to offer the Services to any person or entity and change its eligibility criteria at any time. You are solely responsible for ensuring that these Terms of Service are in compliance with all laws, rules and regulations applicable to you and the right to access the Services is revoked where these Terms of Service or use of the Services is prohibited or to the extent offering, sale or provision of the Services conflicts with any applicable law, rule or regulation. Further, the Services are offered only for your use, and not for the use or benefit of any third party.

• Registration.

  • To sign up for the Services, you must register for an account for the Services (an "Account"). You must provide accurate and complete information and keep your Account information updated. This consists of a verified e-mail address and password to access your Account on the Site, and an e-mail address to access the Kiosk (collectively, the "Account Information"). Locksmith Services and certain additional features of the Services may also require other information and/or entry of a valid credit card number. You shall not: (i) use any Account Information of another person with the intent to impersonate that person; or (ii) use any Account Information subject to any rights of a person other than you without appropriate authorization. You are solely responsible for the activity that occurs on your Account, and for keeping your Account password secure. You may never use another person's user account or registration information for the Services without permission. You must notify us immediately of any change in your eligibility to use the Services (including any changes to or revocation of any licenses from state authorities), breach of security, or unauthorized use of your Account. You should never publish, distribute, or post login information for your Account. You shall have the ability to delete your Account, either directly or through a request made to one of our employees or affiliates.

• Content

  • Definition.

For purposes of these Terms of Service, the term "Content" includes, without limitation, information, data, text, photographs, videos, audio clips, written posts and comments, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on or through the Services. For the purposes of these Terms of Service, "Content" also includes all Account Content (as defined below).

• Account Content.

All Content added, created, uploaded, submitted, distributed, or posted to the Services by you, including without limitation any Account Information and any key duplication specifications, measurements or dimensions (collectively "Account Content") is the sole responsibility of the person who originated such Account Content. You represent that all Account Content provided by you is accurate, complete, up-to-date, and in compliance with all applicable laws, rules and regulations. You acknowledge that all Content, including Account Content, accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to you or any other party resulting therefrom. We do not guarantee that any Content you access on or through the Services is or will continue to be accurate.

• Notices and Restrictions.

The Services may contain Content specifically provided by us or third party partners or services, and such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Services.

• Use License.

Subject to these Terms of Service, we grant each user of the Services a worldwide, non-exclusive, non-sublicensable and non-transferable license to use (i.e., to download and display locally) Content solely for purposes of using the Services. Use, reproduction, modification, distribution or storage of any Content for other than purposes of using the Services is expressly prohibited without prior written permission from us. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any third party right.

• License Grant.

By submitting Account Content through the Services, you hereby do and shall grant us a worldwide, non-exclusive, perpetual, royalty-free, fully paid, sublicensable and transferable license to use, edit, modify, prepare derivative works of, display, and otherwise fully exploit the Account Content in connection with the Site, the Kiosk and the Services and our (and our successors' and assigns') businesses. We will not display or reproduce your Account Content outside of the Services without your authorization. For clarity, the foregoing license grants to us and our users does not affect your other ownership or license rights in your Account Content, including the right to grant additional licenses to your Account Content, unless otherwise agreed in writing. You represent and warrant that you have all rights to grant such licenses to us without infringement or violation of any third party rights, including without limitation, any privacy rights (including without limitation the right transmit and upload key dimensions for duplication services through the Services), publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights.

• Availability of Content.

We do not guarantee that any Content and any Services related thereto will be made available on the Site, the Kiosk or otherwise through the Services. We reserve the right to, but do not have any obligation to, (i) remove, edit or modify any Content in our sole discretion, at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if we are concerned that you may have violated these Terms of Service), or for no reason at all and (ii) to remove or block any Content from the Services.

• Rules of Conduct.

  • As a condition of use, you promise not to use the Services for any purpose that is prohibited by these Terms of Service. You are responsible for all of your activity in connection with the Services.

  • You will not use the Site, the Kiosk or the Services to duplicate any third party's keys (including without limitation protected keys or keys bearing the messages, "do not duplicate" or "do not copy" or any message similar thereto, public school, public university or public institution keys), unless you are authorized in writing by such third party to do so.

  • You also will not use the Site, the Kiosk or the Services to duplicate any keys, and agree that any such duplication is prohibited, (1) when a key is stamped, imprinted, marked, or incised with the wording “Do Not Duplicate” or “Unlawful To Duplicate” and includes the originator’s company name and telephone number, and (2) when a key is a Restricted Key or a High Security Key and includes the originator’s company name and telephone number or registration number.

  • To the extent you allow any third party to duplicate a key through the Kiosk or otherwise through the Services, you represent and warrant that you have all necessary and sufficient rights and authorizations to do so.

  • You shall not (and shall not permit any third party to) either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any Content on or through the Service, including without limitation any Account Content, that:

    • infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty;

    • you know is false, misleading, untruthful or inaccurate;

    • is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious or is otherwise inappropriate as determined by us in our sole discretion;

    • contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of ours or of any third party;

    • impersonates any person or entity, including any of our employees or representatives; or

    • includes anyone's personal information to which you do not have the right to transmit through the Services.

  • You shall not: (i) take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our (or our third party providers') infrastructure; (ii) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; (iii) bypass, circumvent or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services); (iv) run any form of auto-responder or "spam" on the Services; (v) use manual or automated software, devices, or other processes to "crawl" or "spider" any page of the Kiosk or Site; (vi) harvest or scrape any Content from the Services; or (vii) otherwise take any action in violation of our guidelines and policies.

  • You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services (including without limitation the Site and the Kiosk), except to the limited extent applicable laws specifically prohibit such restriction, (ii) modify, translate, or otherwise create derivative works of any part of the Services, or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national and international laws and regulations.

  • We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms of Service, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of us, our users and the public.

• Location Based Services.

  • Where the Services collect location-based information, the Services may do it on an anonymised basis for the improvement of our Services. You hereby consent to the Services' use of anonymised location based services information collected from users. Where the location-based information is personally identifiable the Services will give you options to manage your disclosure of this information within the Services. Depending on the functionalities available on your mobile device, you may benefit from advanced options to manage the location-based information.

• Third Party Links and Services.

  • The Services may contain advertisements or other outbound links that permit you to link to other websites, services or resources on the Internet, and other websites, services or resources may contain links to the Services. When you access links to advertisements or other outbound links to third party content and resources on the Internet, you do so at your own risk. These other resources are not under our control, and you acknowledge that we are not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such advertisements, websites or resources. The inclusion of any such advertisement or other outbound link does not imply our endorsement or any association between us and their operators. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such website or resource.

• Locksmith Services.

  • Through KeyMe’s Locksmith Services, KeyMe provides fast and professional locksmith services by connecting customers with qualified third party locksmiths located in the customer’s service area. Although KeyMe relies on a third party to verify locksmith qualifications and stands behind its Locksmith Services with a 100% satisfaction and money back guarantee, ultimately it is the customer’s responsibility to verify that the locksmith has all necessary licensing, insurance, and experience for the work being requested by the customer.

  • Third party locksmiths are solely responsible for providing the requested services to the customer, and for any related actions, damages, claims, acts, failures to act, or other liability arising under, or arising out of, or relating in any way to such services. By using KeyMe’s Locksmith Services, you acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of such services, and you furthermore expressly release KeyMe, its officers, employees, agents, and successors from all claims, demands, damages, and other liability of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such services.

  • Additional information regarding KeyMe’s Locksmith Services is available at https://key.me/locksmiths.

• SMS Messaging.

  • By providing your mobile phone number, you agree that we may contact you by text or SMS messaging.

  • You can cancel the SMS service at any time. Just text "STOP" to the short code. After you send the SMS message "STOP" to us, we will send you an SMS message to confirm that you have been unsubscribed. After this, you will no longer receive SMS messages from us. If you want to join again, just sign up as you did the first time and we will start sending SMS messages to you again.

  • If you are experiencing issues with the messaging program you can reply with the keyword HELP for more assistance, or you can get help directly at support@key.me or 1-855-343-5776.

  • Carriers are not liable for delayed or undelivered messages.

  • As always, message and data rates may apply for any messages sent to you from us and to us from you. If you have any questions about your text plan or data plan, it is best to contact your wireless provider.

  • If you have any questions regarding privacy, please read our privacy policy, available at https://key.me/privacy.

• Payments and Billing.

  • Paid Services.

Certain of our Services may be subject to payments now or in the future (the "Paid Services"). Please note that any payment terms presented to you in the process of using or signing up for any Paid Services are deemed part of these Terms of Service.

• Billing.

We use a third-party payment processor (the "Payment Processor") to bill you through a payment account linked to your Account on the Services (your "Billing Account") for use of the Paid Services. The processing of payments will be subject to the terms, conditions, and privacy policies of the Payment Processor in addition to these Terms of Service. We are not responsible for error by the Payment Processor. By choosing to use Paid Services, you agree to pay us, through the Payment Processor, all charges at the prices then in effect for any use of such Paid Services in accordance with the applicable payment terms and you authorize us, through the Payment Processor, to charge your chosen payment provider (your "Payment Method"). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that it makes even if it has already requested or received payment.

• Payment Method.

The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer, or other provider of your chosen Payment Method. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Billing Account upon demand.

• Current Information Required.

YOU MUST PROVIDE CURRENT, COMPLETE, AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENT METHOD IS CANCELLED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE IN YOUR ACCOUNT SETTINGS, WHICH MAY BE ACCESSED ON THE SITE, AT THE KIOSK, OR OTHERWISE THROUGH CERTAIN OF THE SERVICES. IF YOU FAIL TO PROVIDE ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR ANY USE OF PAID SERVICES UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR PAID SERVICES AS SET FORTH ABOVE OR OTHERWISE IN THESE TERMS OF SERVICE.

• Change in Amount Authorized.

If the amount to be charged to your Billing Account varies from the amount you preauthorized (other than due to the imposition or change in the amount of state sales taxes), you have the right to receive, and we shall provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction. Any agreement you have with your payment provider will govern your use of your Payment Method. You agree that unless otherwise prohibited by law, we may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle.

• Termination.

  • We may terminate your access to all or any part of the Services at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your membership. If you wish to terminate your Account, you may do so by following the instructions on the Site or otherwise through the Services. Any fees paid hereunder are non-refundable. All provisions of these Terms of Service which by their nature should survive termination shall survive termination, including, without limitation, licenses of Account Content, ownership provisions, warranty disclaimers, indemnity provisions, limitations of liability, and those set forth in the Arbitration Agreement.

• Warranty Disclaimer.

  • We have no special relationship with or fiduciary duty to you. You acknowledge that we have no duty to take any action regarding:

    • which users gain access to the Services;

    • what Content you access via the Services; or

    • how you may interpret or use the Content.

  • You release us from all liability for you having acquired or not acquired Content through the Services. We make no representations concerning any Content contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, or legality of material or Content contained in or accessed through the Services.

  • EXCEPT AS OTHERWISE SET FORTH HEREIN, THE SERVICES AND CONTENT ARE PROVIDED "AS IS", "AS AVAILABLE" AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WE, AND OUR DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (I) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (IV) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK.

• Indemnification.

  • You shall defend, indemnify, and hold harmless us, our affiliates and each of our and their respective employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys' fees, that arise from or relate to your use or misuse of, or access to, the Services, Content, or otherwise from your Account Content, violation of these Terms of Service, or infringement by you, or any third party using your Account or identity in the Services, of any intellectual property or other right of any person or entity. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses.

• Limitation of Liability.

  • IN NO EVENT SHALL WE, NOR OUR DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) OF the greater of (A) fees paid to us for the particular Services during the immediately previous three (3) month period or (B) $100.00. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for certain damages, including consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.

  • YOU AND KEYME AGREE THAT ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES OR THESE TERMS OF SERVICE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CLAIM OR CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CLAIM OR CAUSE OF ACTION IS PERMANENTLY BARRED.

• ARBITRATION AGREEMENT AND CLASS ACTION WAIVER – IMPORTANT – PLEASE REVIEW THIS ARBITRATION AGREEMENT CAREFULLY AS IT IS BINDING AND AFFECTS YOUR LEGAL RIGHTS.

  • IMPORTANT:  PLEASE REVIEW THE ARBITRATION AGREEMENT SET FORTH BELOW CAREFULLY, AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES WITH KEYME ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION. BY USING KEYME’S WEBSITE, ANY KEYME DUPLICATION KIOSKS, LOCKSMITH SERVICES, OR OTHER KEY DUPLICATION SERVICES, BY PURCHASING ANY KEYME GOODS OR OTHER SERVICES, OR BY PROVIDING YOUR TELEPHONE NUMBER, YOU AGREE THAT YOU ARE ENTERING INTO THIS AGREEMENT AND EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS AGREEMENT AND CAREFULLY CONSIDERED THE CONSEQUENCES OF THIS IMPORTANT DECISION.

PLEASE READ THIS ARBITRATION AGREEMENT CAREFULLY. IT IS BINDING AND ENFORCEABLE. By using KeyMe’s Website, any KeyMe duplication Kiosks, Locksmith Services, or other key duplication services, by purchasing any KeyMe goods or other Services, or by providing any phone number to KeyMe, you: (i) agree to all such terms, conditions, and notices in this Arbitration Agreement, (ii) acknowledge that you have read and understood these terms and conditions, (iii) represent that you are 18 or older; (iv) consent to be legally bound by the terms and conditions in this Arbitration Agreement; and (v) consent and agree to the contents of this Arbitration Agreement, as set forth below. If you do not agree to this Arbitration Agreement, do not use KeyMe’s Website, any KeyMe duplication Kiosks, Locksmith Services, or other key duplication services, do not purchase any KeyMe goods or other Services, and do not provide your telephone number or any other contact information to KeyMe.

• This Arbitration Agreement (“Agreement”) is between KeyMe and you. The terms “you” and “your” mean the person, customer, buyer, and other third-party beneficiaries of the items or Services KeyMe is providing, will provide, or has provided to you. The term “KeyMe” means KeyMe, LLC and its past, present, and future parents, subsidiaries, affiliate entities, and predecessors, or successors in interest. The Federal Arbitration Act (9 U.S.C. §§ 1-16) (“FAA”) governs this Agreement, which evidences a transaction involving interstate commerce.

• Except as otherwise provided in this Agreement, you and KeyMe agree to resolve by individual, final, and binding arbitration any and all claims or controversies, past, present, or future, that KeyMe may have against you or that you may have against KeyMe and/or (i) its directors, officers, members, managers, employees, or agents in their capacity as such or otherwise; and, (ii) its successors or assigns, in accordance with the terms and procedures set forth in this Agreement. Each of the entities and/or individuals listed in this paragraph can enforce this Agreement.

1. What Claims Are Covered:

• You and KeyMe agree that, in the event of any covered dispute or claim between us, you and KeyMe agree to have that dispute or claim resolved by final and binding arbitration. This Agreement to arbitrate is intended to be interpreted as broadly as the FAA allows. Claims and disputes subject to arbitration include but are not limited to:

  • claims arising under, or arising out of, or relating in any way to your use of any KeyMe Services, including KeyMe’s Website, any KeyMe duplication Kiosks or other key duplication services, KeyMe’s Locksmith Services, or any other KeyMe Services, and to any KeyMe communication services, including marketing SMS and text messages, including those sent through third parties such as Twilio Inc.;

  • claims arising under, or arising out of, or relating in any way to your provision of a telephone number or contact information to KeyMe that is used by KeyMe to contact you for any reason;

  • claims arising under, arising out of, or relating in any way to any KeyMe goods or other Services that you purchase;

  • claims arising out of or relating in any way to your interactions with or any actions taken by KeyMe or any of its employees or agents;

  • claims relating to communications with you, regardless of sender, concerning any of KeyMe’s marketing products or services, including e-mails and automatically dialed calls and text messages;

  • claims that arose before your use of KeyMe’s Website, KeyMe’s duplication Kiosks or other key duplication services, KeyMe’s Locksmith Services, or any other KeyMe Services, or your provision of a telephone number to KeyMe, such as claims related to advertising or disclosures;

  • claims arising under, arising out of, or relating in any way to KeyMe’s Terms of Service;

  • claims that are based on any legal theory whatsoever, including negligence, breach of contract, tort, fraud, misrepresentation, trespass, the common law, or any statute, regulation, ordinance, or other law; and

  • except as specified in the Class Action Waiver below, any and all disputes relating to the interpretation, applicability, enforceability, scope, waiver, or formation of this Agreement, including but not limited to any contention that all or any part of this Agreement is void or voidable.

2. Small Claims Court Option:

• Notwithstanding the foregoing, you and KeyMe each have the right to file an individual action in small claims court if it is within the jurisdiction of the small claims court and remains in that court. The defendant or counterclaim defendant in such a small claims court action may not elect to have the claim resolved by binding arbitration. If your jurisdiction permits small claims court judgments to be appealed to a court of general jurisdiction for a trial de novo, you and KeyMe agree that any such appeal shall be resolved in arbitration in accordance with this Agreement instead of in that court of general jurisdiction.

3. Class Action Waiver:

• You and KeyMe agree that arbitration shall be conducted on an individual basis only. There will be no right or authority for any dispute to be brought, heard, or arbitrated as a class, mass, or representative action or for the Arbitrator to award declaratory or injunctive relief on behalf of absent parties (“Class Action Waiver”). Nor shall the Arbitrator have any authority to hear or preside over any such dispute. In the event a final judicial determination is made that the Class Action Waiver is unenforceable and that a class, mass, or representative action may proceed notwithstanding the existence of this Agreement, the Arbitrator is nevertheless without authority to preside over a class, mass, or representative action, and any such action must be brought in a court of competent jurisdiction—not in arbitration, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration.

• Regardless of anything else in this Agreement or the arbitration provider’s rules or procedures, any disputes relating to the interpretation, applicability, scope, waiver, and enforceability of this Class Action Waiver, including but not limited to any claim that all or part of this Class Action Waiver is void or voidable, may be determined only by a court—not by the Arbitrator.

4. Pre-Arbitration Notice of Dispute:

• A party who intends to seek arbitration must first send to the other, by certified mail, return receipt requested, a written Notice of Dispute.  A Notice of Dispute to KeyMe should be addressed to: KeyMe, LLC, 2000 Gateway Blvd., Suite 100, Hebron, KY 41048, or support@key.me. Notices of Dispute to you will be sent to you at the last known address or, if no address has been provided, telephone number, you provided to KeyMe. A Notice of Dispute must (i) provide your name, address, and phone number; (ii) describe the nature and basis of the claim or dispute; (iii) set forth the specific relief sought; and (iv) be signed by the party seeking arbitration (i.e., either you personally or a KeyMe representative). If you are the party seeking arbitration and you have retained an attorney, your Notice of Dispute must also include your signed statement authorizing KeyMe to disclose your records to your attorney if necessary in resolving your claim.   

5. Informal Settlement Conference:

• After the Notice of Dispute containing all of the information required by paragraph (D) is received, within 60 days, either party may request a conference to discuss in good faith a potential informal resolution of the dispute, without the need to go forward in an arbitration (“Informal Settlement Conference”). If timely requested, the Informal Settlement Conference will take place at a mutually agreeable time by telephone or videoconference. You and a KeyMe representative must both personally participate; any counsel representing you or KeyMe also may participate. The requirement of personal participation in an Informal Settlement Conference may be waived only if both you and KeyMe agree in writing. Any statute of limitations applicable to the claims described in a Notice of Dispute shall be deemed to be tolled during the period between the date that a fully complete Notice of Dispute is received and the later of (1) 60 days after receipt of the Notice of Dispute; or (2) if an Informal Settlement Conference is timely requested, 30 days after completion of the Informal Settlement Conference (the “Informal Resolution Period”).

6. Commencing Arbitration:

• An arbitration proceeding may not be commenced unless the claimant has complied with the Notice of Dispute and Informal Settlement Conference requirements of paragraphs (D)-(E). Therefore, no party shall commence an arbitration proceeding until after the latter of (i) 60 days after the Notice of Dispute has been received or (ii) if an Informal Settlement is timely requested, 30 days after the completion of the Informal Settlement Conference. A court will have authority to enforce paragraphs (D)-(E), including the power to enjoin the filing or prosecution of arbitrations without first providing a fully complete Notice of Dispute and participating in a timely requested Informal Settlement Conference. Unless prohibited by applicable law, the arbitration administrator is without authority to accept or administer any arbitration proceeding unless the claimant has complied with the Notice of Dispute and Informal Settlement Conference requirements of paragraphs (D)-(E).

• To commence arbitration, the claimant shall file a Request for Arbitration with the American Arbitration Association (“AAA”) and must send a copy of the Request for Arbitration to the other party by certified mail, return receipt requested. Requests for arbitration by you should be sent to: KeyMe, 2000 Gateway Blvd., Suite 100, Hebron, KY 41048. Requests for arbitration by KeyMe will be sent to you at the last known address or telephone number you provided to KeyMe. The AAA’s address is as follows: American Arbitration Association, Case Filing Services, 1101 Laurel Oak Road, Suite 100, Voorhees, NJ 08043. The AAA’s current address and/or e-mail address also may be found on its web site at www.adr.org. Requests for arbitration must be clearly marked “Request for Arbitration,” include your name, address, phone number, and signature, as well as provide a short statement of the claim and the specific relief that is being sought.

7.  The Arbitration Process:

• Arbitration is more informal than a lawsuit in court. In arbitration you and KeyMe each give up the right to a trial by judge or jury. The arbitration will be administered by the AAA and, except as provided in this Agreement, shall proceed in accordance with the AAA’s Consumer Arbitration Rules (“AAA Rules”) in effect at the time the arbitration commences; however, if there is a conflict between the AAA Rules and this Agreement, this Agreement shall govern. The AAA Rules are available at www.adr.org, by calling the AAA at 1-800-778-7879 or its then current telephone number as provided on its web site, or by sending a written request to: American Arbitration Association, 1101 Laurel Oak Road, Suite 100, Voorhees, NJ 08043. The AAA shall appoint the Arbitrator in accordance with its rules and procedures. 

• If the AAA is unavailable or unwilling to administer the matter consistent with this Agreement, the parties may agree to or a court of competent jurisdiction shall select an arbitrator to administer the arbitration or otherwise fulfill the duties of the AAA under this Agreement. Any such substitute arbitrator shall apply the terms of this Agreement and AAA Rules, as modified by this Agreement. Unless the parties agree otherwise, the Arbitrator shall be either an attorney who is experienced in commercial law and licensed to practice law in at least one state or a retired judge from any jurisdiction (the “Arbitrator”). Unless the parties agree otherwise, the arbitration shall take place in the U.S. city or county in which you reside at the time arbitration is commenced.

• Subject to the Class Action Waiver, the Arbitrator may award any party any remedy to which that party is entitled under applicable law (including without limitation legal, equitable, and injunctive relief), but such remedies shall be limited to those that would be available to a party in his/her/its individual capacity in a court of law for the claims presented to and decided by the Arbitrator. Except to the extent preempted by the FAA, the Arbitrator shall apply the substantive law, including but not limited to the applicable statutes of limitations (and the law of remedies, if applicable) of the state of your address at the time of your interaction with KeyMe, or federal law, or both, as applicable to the claim(s) asserted. The Arbitrator is without jurisdiction to apply any different substantive law or law of remedies. In addition, the Arbitrator may consider rulings in other arbitrations involving different consumers, but unless prohibited by applicable law, an arbitrator’s ruling will not be binding or have preclusive effect in proceedings involving different consumers. 

8. Judicial Review:

• Judicial review shall be governed by the Federal Arbitration Act. 9 U.S.C. §§ 9-11. The decision of the Arbitrator may be entered and enforced as a final judgment in any court of competent jurisdiction.

9. Arbitration Fees and Costs:

• You and KeyMe shall follow applicable law and the AAA Rules applicable to initial filing fees.  Each party shall pay for its own costs and attorney’s fees, if any. However, if applicable law would entitle a party to an award of reasonable attorney’s fees, or if there is a written agreement providing for attorney’s fees, the Arbitrator may award such fees as provided by law. In the event applicable law requires a different allocation of arbitral fees and costs in order for this Agreement to be enforceable, then such law shall be followed.

10. Interstate Commerce:

• You understand and agree that KeyMe is engaged in transactions involving interstate commerce and that the Federal Arbitration Act therefore governs this Agreement.

11. Sanctions:

• To the extent allowed by applicable law and if the claim(s) or counterclaim(s) brought by either party in arbitration allow for imposition of sanctions, the Arbitrator may award either party its reasonable attorneys’ fees and costs, including reasonable expenses associated with production of witnesses or proof, upon a finding that the claim or counterclaim was frivolous or brought solely to harass you or KeyMe.  

12. Sole and Entire Agreement:

• This is the complete Agreement of the parties on the subject of arbitration of claims or disputes covered by this Agreement. Unless this Agreement in its entirety is deemed void, unenforceable, or invalid by a court of competent jurisdiction or arbitrator as applicable, this Agreement supersedes any prior or contemporaneous oral or written understandings on the subject. No party is relying on any representations, oral or written, on the subject of the effect, enforceability, or meaning of this Agreement, except as specifically set forth in this Agreement.

13. Construction:

• Subject to the Class Action Waiver above, if any provision of this Agreement is adjudged to be void or voidable or otherwise unenforceable, in whole or in part, such provision shall be severed from this Agreement, and the adjudication shall not affect the validity of the remainder of the Agreement. All remaining provisions shall remain in full force and effect. A waiver of one or more provisions of this Agreement by any party shall not be a waiver of the entire Agreement.

14. Consideration:

• The mutual obligations by you and KeyMe to arbitrate differences provide consideration for each other.

ACKNOWLEDGEMENT

• BY USING KEYME’S WEBSITE, ANY KEYME DUPLICATION KIOSKS, LOCKSMITH SERVICES, OR OTHER KEY DUPLICATION SERVICES, BY PURCHASING ANY KEYME GOODS OR OTHER SERVICES, OR BY PROVIDING YOUR TELEPHONE NUMBER OR CONTACT INFORMATION TO KEYME, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS ENTIRE ARBITRATION AGREEMENT CAREFULLY AND YOU ARE ENTERING INTO THIS ARBITRATION AGREEMENT VOLUNTARILY.

• Governing Law.

All questions concerning the construction, validity, and interpretation of these Terms of Service will be governed by the laws of the Commonwealth of Kentucky, without giving effect to any choice of law or conflict of law rules or provisions that would cause the application of the laws of any other jurisdiction.

• Modification.

We reserve the right, in our sole discretion, to modify or replace any of these Terms of Service, or change, suspend, or discontinue the Services (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Site or by sending you notice through the Services, via e-mail or by another appropriate means of electronic communication. We may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability. While we will timely provide notice of modifications, it is also your responsibility to check these Terms of Service periodically for changes. Your continued use of the Services following notification of any changes to these Terms of Service constitutes acceptance of those changes.

• Miscellaneous.

  • Entire Agreement and Severability.

These Terms of Service are the entire agreement between you and us with respect to the Services, including use of the Site, KeyMe’s Locksmith Services, and the Kiosk, and supersede all prior or contemporaneous communications and proposals (whether oral, written, or electronic) between you and us with respect to the Services. If any provision of these Terms of Service is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms of Service will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

• Force Majeure.

We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.

• Assignment.

These Terms of Service are personal to you, and are not assignable, transferable or sublicensable by you except with our prior written consent. We may assign, transfer or delegate any of our rights and obligations hereunder without consent.

• Agency.

No agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Service and neither party has any authority of any kind to bind the other in any respect.

• Notices.

Unless otherwise specified in these Term of Service, all notices under these Terms of Service will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Electronic notices should be sent to support@key.me.

• No Waiver.

Our failure to enforce any part of these Terms of Service shall not constitute a waiver of our right to later enforce that or any other part of these Terms of Service. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance with these Terms of Service to be binding, we must provide you with written notice of such waiver through one of our authorized representatives.

• Headings.

The section and paragraph headings in these Terms of Service are for convenience only and shall not affect their interpretation.

Contact.

You may contact us at the following address:

KeyMe, LLC

2000 Gateway Blvd

Suite 100

Hebron, KY 41048