key.guru App Terms & Conditions

PLEASE READ THE FOLLOWING TERMS OF SERVICE CAREFULLY BEFORE USING THE APP.

1. Acceptance and Definitions

key.guru provides its service to You, subject to the following Terms of Service.
By using or accessing the key.guru software, You accept and agree to this Terms Of Service on Your own behalf and/or on behalf of your company, organization, educational institution, or agency as its authorised legal representative.

When capitalized in this Terms Of Service,

• “Content” means anything, facts, information, data made available to others via the key.guru software including, without limitations, photos, locations, address and comments. The Content excludes the Presentation Code.
• “Intellectual Property Rights” means all rights, title and interest, including, without limitation, all copyright, patent, trade secret, trademarks, service marks, database rights, trade names, design rights and other intellectual property and proprietary rights, whether or not registered, and any applications for the protection or registration of these rights and all renewals and extensions thereof throughout the world.
• “Presentation Code” means the code in machine-readable language such as html or Javascript developed or generated by key.guru and its licensors to present the Content via the key.guru software.
• “Publishing“, “Publish” and “Publication” means the export of the Content, via the key.guru Software, onto a server owned or controlled by key.guru or its licensors, regardless of format (including without limitation pdf, jpeg or web page).
• “key.guru” means key.guru Limited a UK company Registered at Suite 3 Middlesex House, Rutherford Close, Stevenage, United Kingdom, SG1 2EF
• “key.guru Software” means the software products, including their updates and documentation, developed by key.guru to produce Content while using an electronic device running the iOS operating system developed by Apple or the Android operating system developed by Google.
• “Terms Of Service” means this agreement.
• “You” and “Your” means and refers to the person(s) or legal entity using the key.guru Software or otherwise exercising rights under this Terms Of Service. If You are entering into this Terms Of Service on behalf of Your company (including Affiliates), organization, educational institution, or an agency, “You” or “Your” also refers to such entity or organisation.

2. Sharing Your Content and Information

Subject to the terms and conditions of this Terms Of Service, key.guru hereby grants to You a limited, personal, non-exclusive, non-assignable, non-transferable, non-sublicensable, license to key.guru Software.

You irrevocably waive any moral rights or other rights with respect to attribution of authorship or integrity in the Content You submit.

3. Limitations

You acknowledge that key.guru may establish general practices and limits concerning use of the key.guru software, including, without limitation, the maximum number of days that Your Content will be retained by the key.guru software, the maximum disk space and data that will be allotted on key.guru’s or key.guru licensors’ servers on Your behalf.

You agree that key.guru has no responsibility or liability for the deletion or failure to store any Content maintained or transmitted by the key.guru software. You acknowledge that key.guru reserves the right to log off accounts that are inactive for a certain period of time as determined by key.guru. You further acknowledge that key.guru reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

4. Safety

key.guru does its best to keep key.guru software safe, but cannot guarantee it. key.guru needs Your help to do that, which includes the following commitments:

• You will not upload viruses or other malicious code;
• You will not use the key.guru software to do anything unlawful, misleading, malicious, or discriminatory;
• You will not facilitate or encourage any violations of this Terms Of Service;
• You will not send or otherwise post unauthorized commercial communications (such as spam) via the key.guru software;
• You will not do anything that could disable, overburden, or impair the proper working of the key.guru software, such as a denial of service attack;
• You will not take any action using the key.guru software that infringes or violates someone else’s rights or otherwise violates the law;
• You agree that key.guru, in its sole discretion, can remove, refuse or move any Content or information You Publish;
• You will not manipulate identifiers in order to disguise the origin of any Content transmitted through the key.guru software.

5. Your Obligations
   You represent to key.guru and agree that:

• You have the right and authority to enter into this Terms Of Service on Your own behalf, or if You are entering into this Terms Of Service on behalf of Your company, organization, educational institution, or agency, that You have the right and authority to legally bind such entity or organization to the terms and obligations of this Terms Of Service;
• You will comply with the terms of and fulfill Your obligations under this Terms Of Service;
• You will provide true, accurate, current and complete information about yourself as prompted by the key.guru software registration;
• You will be solely responsible for all costs, expenses, losses and liabilities incurred, and activities undertaken by You in connection with Your use of the key.guru software including without limitation any cost You incur from Your smart phone carrier or internet service provider to send information or access the key.guru software;
• You will not act in any manner which conflicts or interferes with any existing commitment or obligation You may have and no agreement previously entered into by You will interfere with Your performance of Your obligations under this Terms Of Service;
• You will only use the key.guru software for the purposes and in the manner expressly permitted by this Terms Of Service and in accordance with all applicable laws and regulations;
• You will not, directly or indirectly, commit any act intended to interfere with the key.guru Software, the intent of this Terms Of Service, or key.guru’s business;
• You will not export, copy, transfer, modify, translate or convert to another programming language the Presentation Code or develop derivative code from the Presentation Code or otherwise use the Presentation Code outside of the key.guru software or any authorized partners;
• During Your first use of the App, You will create an account with Your email as Your account I.D. You understand and agree that You are solely responsible for maintaining the confidentiality of Your account and are fully responsible for all activities that occur under Your account. You agree to immediately notify key.guru of any unauthorised use of Your account or any other breach of security.

6. Intellectual Property Rights and Ownership

You acknowledge that the key.guru Software and key.guru’s copyrights or trademarks are proprietary to key.guru and/or its licensors, and that key.guru and/or its licensors own all right, title and interest in and to the Intellectual Property Rights therein. key.guru reserves all rights not expressly granted.

You may provide to key.guru reasonable suggestions, comments and other feedback with respect to the key.guru Software, the Content and/or the key.guru software (“Feedback“). You grant key.guru, under all of Your Intellectual Property Rights, the following worldwide, exclusive, transferable, perpetual, irrevocable, royalty-free, fully paid-up rights: (1) to make, have made, use, copy, modify, and create derivative works of the Feedback as part of any key.guru product, technology, service, specification or documentation; (2) to publicly perform or display, import, broadcast, transmit, distribute, license, offer to sell or sell, rent, lease or lend copies of the Feedback (and derivative works thereof and improvements thereon); and (3) to sublicense to third parties the foregoing rights, including the right to sublicense to further third parties.

7. Disclaimer of Warranty

You expressly acknowledge and agree that use of the key.guru software is at your sole risk and that the entire risk as to satisfactory quality, performance, accuracy and effort is with you. The key.guru software is provided “as is”, with all faults and without warranty of any kind, and key.guru and its licensors make and you receive no express warranties. Any statements or representations about the key.guru software and its features or any communication constitute technical information and not an express warranty or guarantee. In addition, key.guru and its licensors specifically disclaim any warranty including, without limitation, the implied or statutory warranties of merchantability, fitness for a particular purpose, accuracy of data, damage or loss of data, satisfactory quality and non infringement. Without limiting the foregoing, key.guru and its licensors do not warrant that the operation of the key.guru software will be safe, secure, uninterrupted or error free.

8. Limitation of Liability

Under no circumstances will key.guru be liable in any way for any content including, but not limited to, any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of or the reliance upon any content.

In no event shall key.guru or its licensors have any liability for any incidental, special, indirect, or consequential damages; loss of profits, revenue, or data; business interruption, or cost of cover. In addition, in no event shall the liability of key.guru or its licensors for any damages arising out of or in connection with the key.guru software or this terms of service exceed one British Pound (1.00 GBP). The limitations of liability in this section shall apply to the maximum extent permitted by applicable law to any damages, however caused and regardless of the theory of liability, whether derived from contract, tort (including, but not limited to, negligence) or otherwise, even if key.guru has been advised of the possibility of such damages and regardless of whether the limited remedies available hereunder fail of their essential purpose.

9. Indemnification by You

You shall indemnify, defend and hold harmless key.guru, its directors, officers, employees, independent contractors and agents from any and all third party claims, damages, losses, liabilities, costs and expenses including, without limitation, attorneys fees and court costs (collectively, “Losses”) arising out of, or in connection with, (a) Your breach of any certification, covenant, obligation, representation or warranty in this Terms Of Service and (b) Your use of the key.guru software.

10. Effective Date and Termination

This Terms Of Service shall be effective as of Your first time using the key.guru software.

Your rights under this Terms Of Service will terminate immediately and automatically, without any notice to You, if (a) You fail to comply with any of the terms and conditions of this Terms Of Service or otherwise create risk or possible legal exposure for key.guru; (b) Your account is deleted by the dealership key.guru administrator or by key.guru.

You agree that key.guru, in its sole discretion, may terminate, with or without notice, Your account or Your use of the key.guru software, and remove and discard any Content within the key.guru software, for any reason, including, without limitation, (a) lack of use, (b) as a result of Your relationship with a partner of key.guru, (c) if key.guru believes that You have violated or acted inconsistently with the letter or spirit of the Terms Of Service, (d) requests by law enforcement or other government agencies, (e) a request by You (self-initiated account deletions), (f) discontinuance or material modification to the key.guru software (or any part thereof), (g) unexpected technical or security issues or problems, (h) in compliance with legal process; (i) if You have or we believe You have engaged in illegal activities, including without limitation, fraud, and/or (j) non-payment of any fees owed by You in connection with the key.guru software.

Termination shall not entitle You to any refund. Sections 2,4,5,6,7,8,9 and 10 will survive expiration or termination of this Terms Of Service for any reason.

13. Notices

All notices to key.guru, permitted or required under this Terms Of Service, shall in writing and sent to: key.guru Ltd. 1 School Lane, Aston, Hertfordshire SG2 7HA; with a copy emailed to legal@key.guru.

Notices shall be delivered as follows with notice deemed given as indicated: (a) by overnight courier upon written verification of receipt; or (b) by certified or registered mail, return receipt requested, five (5) days after deposit in the mail. Address used shall be the one first set forth above or such other address in accordance with the legal guidelines located on the   key.guru website. All notices to key.guru will be addressed to the attention of the Legal Department.

14. General

This Terms Of Service constitutes the entire agreement between the parties and supersedes any other previous or contemporaneous communications, agreements, representations, or advertising with respect to the key.guru software.

key.guru reserves the right, at any time and from time to time, to update, revise, supplement, and otherwise modify this Terms Of Service and to impose new or additional rules, policies, terms, or conditions on Your use of the key.guru software. Such updates, revisions, supplements, modifications, and additional rules, policies, terms, and conditions (collectively referred to in this Terms Of Service as “Additional Terms“) will be effective immediately upon release on the key.guru website and incorporated into this Terms Of Service. Your continued use of the key.guru software will be deemed to constitute Your acceptance of any and all such Additional Terms. All Additional Terms are hereby incorporated into this Terms Of Service by this reference.

This Terms Of Service will be construed, governed and interpreted in accordance with the United Kingdom law. Your use of the key.guru software may also be subject to other local, state, national, or international laws. You expressly agree that exclusive jurisdiction for any claim or dispute with key.guru or relating in any way to Your use of the key.guru software resides in the courts of the United Kingdom. The United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Terms Of Service. No action, regardless of form, arising out of or relating to this Terms Of Service may be brought by You more than two (2) years after the cause of action has occurred.

You may not assign this Terms Of Service or any rights hereunder without the prior consent of key.guru and any purported assignment by You shall be void. key.guru may freely assign this Terms Of Service in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise without Your prior consent.

key.guru’s failure to enforce any right or provisions in this Terms Of Service will not constitute a waiver of such provision, or any other provision of this Terms Of Service.

If any provision of this Terms Of Service is found by a court of competent jurisdiction to be illegal, invalid or unenforceable, the other provisions will remain in full force and effect. key.guru will not be responsible for failures to fulfill any obligations due to causes beyond its control.

The parties hereto confirm that it is their wish that this Terms Of Service, as well as other documents relating hereto, including notices, have been and shall be written in the English language only.

Last updated: November 30 2020