Keyzz app

TERMS AND CONDITIONS

ClosingTable, Inc., a Delaware corporation (“Company,” “our,” “us,” or “we”) is pleased to welcome you to our website keyzzapp.com (“Site”) and mobile application, which are subject to these terms and conditions of use (the “Terms”) along with our Privacy Policy and other terms and conditions that may be provided by us or incorporated herein as further described in Section 1 below. By accessing, browsing or using our Site or Apps (as defined in Section 1 below), you, if registering as an individual, or the entity you represent, if registering as a business (“you,” “your,” or “user”) acknowledge and agree to be bound by these Terms as such use forms a legal binding agreement between you and the Company. You must be 18 years old or the age of majority in your jurisdiction in order to access our Site or Apps. If you are under 18 or the age of majority, please do not provide personal information or make purchases from the stores linked to our Site or Apps.

If you do not agree to these terms. please do not use our platform


1.0 Contractual Relationship

These Terms, together with the privacy policy available at http://www.keyzzapp.com/Privacy Policy (“Privacy Policy“) and the rules, policies, terms and conditions set forth in, referred to and/or linked herein, all of which are incorporated by reference, are, collectively, the “Agreement.” In the Agreement, the words “including” and “include” mean “including, but not limited to.” The “KEYZZ” mobile app is a brand and product owned by Company This Agreement governs your use of our services and platform that facilitates communications between users offered through our website located at www.Keyzzapp.com as it may be modified, relocated and/or redirected from time to time, and the mobile applications offered by us (the “Apps“). Our services, platform, Site and Apps are collectively referred to as the “Keyzz Platform” or “Services.” By using or registering with the Keyzz Platform or any portions thereof, you hereby expressly acknowledge and agree to be bound by the terms and conditions of this Agreement, and any future amendments and additions to this Agreement as we may publish from time to time. Please read this Agreement carefully. If you do not agree to be bound by this Agreement, you will not have any right to use the Keyzz Platform. Company’s acceptance is expressly conditioned upon your assent to this Agreement in its entirety. Company may immediately terminate these Terms or any Services with respect to you, or generally cease offering or deny access to the Services or any portion thereof, at any time for any reason. Supplemental terms may apply to certain Services, such as policies for a particular event, activity or promotion, and such supplemental terms will be disclosed to you in region-specific disclosures (e.g., a particular city webpage on Keyzzapp.com) or in connection with the applicable Service(s). Supplemental terms are in addition to, and shall be deemed a part of, the Terms for the purposes of the applicable Service(s). Supplemental terms shall prevail over these Terms in the event of a conflict with respect to the applicable Services. Company may amend the Terms related to the Services from time to time. Amendments will be effective upon Company’s posting of such updated Terms at this location or the amended policies or supplemental terms on the applicable Service(s). Your continued access or use of the Services after such posting constitutes your consent to be bound by the Terms, as amended. Our collection and use of personal information in connection with the Services is as provided in Company’s Privacy Policy.


2.0 Our Services & Paid Subscriptions

The Services constitute a technology platform that enables users of Company’s mobile applications or websites provided as part of the Services (each, an “Application“) to arrange and schedule Merchandises with third party providers of such services, including independent third party service providers and third party merchandise providers under agreement with Company or certain of Company’s affiliates (“Third Party Providers“). Unless otherwise agreed by Company in a separate written agreement with you, the Services are made available solely for your personal, noncommercial use.

The Keyzz Platform is a communications platform for enabling the connection between individuals seeking to procure products (“Merchandise”) associated with various Merchandises and/or individuals seeking to provide Merchandise (“Vendors“). Those certain merchandise requested by the Requesters, which are to be completed by the Vendors, are hereinafter referred to as “Merchandises.” Company does not itself provide Merchandises or Merchandise. The provision of all Merchandises is up to the Vendors, which may be scheduled through use of the Keyzz Platform.

COMPANY, THROUGH THE KEYZZ PLATFORM, OFFERS INFORMATION AND A METHOD TO OBTAIN SUCH MERCHANDISES AND/OR MERCHANDISE, BUT DOES NOT PROVIDE SUCH MERCHANDISES OR MERCHANDISE ITSELF OR ACT IN ANY WAY AS A RETAILER OR MANUFACTURER, NOR DOES COMPANY PROVIDE HOME RELATED SERVCES SUCH AS CLEANING OR MOVING, AND HAS NO RESPONSIBILITY OR LIABILITY FOR ANY MERCHANDISES AND/OR MERCHANDISE PROVIDED TO THE REQUESTER BY VENDORS. COMPANY MAKES NO WARRANTIES INCLUDING, BUT NOT LIMITED TO, WARRANTY OR CONDITION OF GOOD AND WORKMANLIKE SERVICES, WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF MERCHANTABILITY, OR COMPLIANCE WITH ANY LAW, REGULATION, OR CODE. COMPANY IS NOT AFFILIATED WITH, ENDORSED OR SPONSORED BY ANY THIRD PARTY MERCHANDISE PROVIDER OR RETAILER.

2.1 Codes and other pre-paid offers. If you have purchased or received a code, gift card, pre-paid offer or other offer provided or sold by or on behalf of Company for access to a Paid Subscription (“Code”), separate terms and conditions presented to you along with the Code may also apply to your access to the Service and you agree to comply with any such terms and conditions.

2.2 Trials. From time to time, we or others on our behalf may offer trials of Paid Subscriptions for a specified period without payment or at a reduced rate (a “Trial”). Company reserves the right, in its absolute discretion, to determine your eligibility for a Trial, and, subject to applicable laws, to withdraw or to modify a Trial at any time without prior notice and with no liability, to the greatest extent permitted under the law.

For some Trials, we will require you to provide your payment details to start the Trial. AT THE END OF SUCH TRIAL, WE MAY AUTOMATICALLY CHARGE YOU FOR A PAID SUBSCRIPTION ON THE FIRST DAY FOLLOWING THE END OF THE TRIAL, WHICH PAYMENT WILL BE PRORATED FOR THE REMAINDER OF THE MONTH IN WHICH THE TRIAL ENDED (BASED ON 30 CALDENDAR DAYS) AND FOR THE FOLLOWING MONTH, PRE-PAID IN ADVANCE AND THEN CONTINUING ON A RECURRING MONTHLY BASIS ON THE FIRST DAY OF THE MONTH UNTIL YOUR SUBSCRIBTION IS CANCELLED OR TERMINATED AS PROVIDED IN THIS AGREEMENT. BY PROVIDING YOUR PAYMENT DETAILS, YOU AGREE TO THIS CHARGE USING SUCH PAYMENT METHOD. IF YOU DO NOT WANT TO BE CHARGED, YOU MUST CANCEL OR TERMINATE YOUR ACCOUNT BEFORE THE END OF THE TRIAL. IF YOU DO NOT WANT TO CONTINUE TO BE CHARGED ON A RECURRING MONTHLY BASIS, YOU MUST CANCEL OR TERMINATE THE APPLICABLE PAID SUBSCRIPTION BY GIVING COMPANY 15 DAYS PRIOR WRITTEN NOTICE BEFORE THE NEXT BILLING CYCLE. THERE ARE NO REFUNDS.

2.3 License. Subject to your compliance with these Terms, Company grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferrable license to: (i) access and use the Keyzz Platform solely in connection with your use of the Services; and (ii) access and use any content, information and related materials that may be made available through the Services. Any rights not expressly granted herein are reserved by Company and Company’s licensors.

2.4 Restrictions. You may not: (i) remove any copyright, trademark or other proprietary notices from any portion of the Services; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by Company; (iii) decompile, reverse engineer or disassemble the Services except as may be permitted by applicable law; (iv) link to, mirror or frame any portion of the Services; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; or (vi) attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks.

2.5 Third Party Services and Content. The Services may be made available or accessed in connection with third party services and content (including advertising) that Company does not control. You acknowledge that different terms of use and privacy policies may apply to your use of such third party services and content. Company does not endorse such third party services and content and in no event shall Company be responsible or liable for any products or services of such third party providers. YOUR ACCESS TO THIRD PARTY SITES ARE AT YOUR OWN RISK. COMPANY EXPRESSLY DISCLAIMS ANY LIABILITY ARISING IN CONNECTION WITH YOUR USE AND/OR VIEWING OF ANY THIRD PARTY SITES, AND YOU HEREBY AGREE TO HOLD COMPANY HARMLESS FROM ANY LIABILITY THAT MAY RESULT FROM THIRD PARTY SITES.

2.6 Ownership and Intellectual Property. The Services and all rights therein are and shall remain Company’s property or the property of Company’s licensors. Neither these Terms nor your use of the Services convey or grant to you any rights: (i) in or related to the Services except for the limited license granted above; or (ii) to use or reference in any manner Company’s names, logos, product and service names, trademarks or services marks or those of Company’s licensors. Company and/or its affiliates and licensors are and shall continue to be the sole and exclusive owner of all right, title and interest in and to all intellectual property rights associated with the Company materials. Any use of Company materials, other than as expressly permitted herein, is prohibited without the prior permission of Company and/or the property owner. The service marks and trademarks of Company, including without limitation, Keyzzapp.com and the Keyzz logo are service marks owned by Company. Any other trademarks, service marks, logos and/or trade names appearing on the Keyzz Platform are the property of their respective owners. You may not copy or use any of the marks, logos or trade names appearing on the Keyzz Platform without the express prior written consent of the owner or Company.

2.7 Independent Contractors. Company provides a software platform which allows you to connect with independent Vendors. Company is not the employer of any Professional. You acknowledge that we do not supervise, direct, or control a Professional’s work or Merchandises performed in any manner. A Professional provides services to you as an independent contractor, and is not an employee, joint venture, partner, agent, or franchisee of Company for any purpose whatsoever.


3.0 Your Use of the Services

3.1 User Accounts. In order to use most aspects of the Services, you must register for and maintain an active personal user Services account (“Account“). You must be at least 18 years of age, or the age of legal majority in your jurisdiction (if different than 18), to obtain an Account. Account registration requires you to submit to Company certain personal information, such as your name, address, mobile phone number and age, as well as at least one valid payment method (either a credit card or accepted payment partner). You agree to maintain accurate, complete, and up-to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date Account information, including having an invalid or expired payment method on file, may result in your inability to access and use the Services or termination of your Account. You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times. Unless otherwise permitted by Company in writing, you may only possess one Account.

3.2 User Requirements and Conduct. You may not authorize third parties to use your Account. You may not assign or otherwise transfer your Account to any other person or entity. You agree to comply with all applicable laws when using the Services, and you may only use the Services for lawful purposes (e.g., no transport of unlawful or hazardous materials). You will not in your use of the Services cause nuisance, annoyance, inconvenience, or property damage, whether to the Third Party Provider or any other party. In certain instances, you may be asked to provide proof of identity to access or use the Services, and you agree that you may be denied access to or use of the Services if you refuse to provide proof of identity.

3.3 Text Messaging, Phone Calls, Emails. By creating an Account and/or by providing your phone number and using the Keyzz Platform, you agree that we may, to the extent permitted by applicable law, use your mobile phone number for calls and, if such phone number is a mobile number, for text messages “SMS”, in order to assist with facilitating the requested Merchandises. Standard call or message charges or other charges from your phone carrier may apply to calls or text messages we send you. You may opt-out of receiving text messages from us by replying with the word “STOP” to a text message from us. You acknowledge that opting out of text messages may impact your ability to use the Keyzz Platform. Company may send you confirmation and other transactional emails regarding the Merchandises. Company may also send you emails about services that we think might interest you (“Promotional Emails“). You can unsubscribe from Promotional Emails at any time by clicking unsubscribe in our email communications or contacting us.

3.4 Promotional Codes. Company may, in Company’s sole discretion, create promotional codes that may be redeemed for Account credit, or other features or benefits related to the Services and/or a Third Party Provider’s services, subject to any additional terms that Company establishes on a per promotional code basis (“Promo Codes“). You agree that Promo Codes: (i) must be used for the intended audience and purpose, and in a lawful manner; (ii) may not be duplicated, sold or transferred in any manner, or made available to the general public (whether posted to a public form or otherwise), unless expressly permitted by Company; (iii) may be disabled by Company at any time for any reason without liability to Company; (iv) may only be used pursuant to the specific terms that Company establishes for such Promo Code; (v) are not valid for cash; and (vi) may expire prior to your use. Company reserves the right to withhold or deduct credits or other features or benefits obtained through the use of Promo Codes by you or any other user in the event that Company determines or believes that the use or redemption of the Promo Code was in error, fraudulent, illegal, or in violation of the applicable Promo Code terms or these Terms.

3.5 Special Promotions; Gift Cards and Vouchers

4.0 Payments

Requesters of the Keyzz Platform contract for Merchandises directly with Vendors. Company is not a party to any contracts for Merchandises. The Keyzz Platform facilitates these contracts by supplying a medium through which Requesters can connect with Vendors and make payments for Merchandise (“Payments” or “Charges”). We will charge the Requester’s credit card according to the amount the Requester has agreed to on the Keyzz Platform with respect to all Merchandise, the Requester has ordered, and for all purchases and payments for reimbursement costs, fees or expenses associated with a Merchandise, and the Requester hereby authorizes us to charge the credit card on file in the Requester’s Keyzz Platform account for such amounts.

Paid Subscriptions can be purchased directly from Company either by paying a monthly subscription fee; or (2) pre-payment giving you access to the Keyzz Platform for a specific time period (“Pre-Paid Period”). If you have purchased a Paid Subscription using a Code, your Paid Subscription will automatically terminate at the end of the Pre-Paid Period, or when there is an insufficient pre-paid balance to pay for the Service. Unless your Paid Subscription has been purchased as a Pre-Paid Period, your payment to Company will automatically renew, unless you cancel your Paid Subscription before the expiration of the current subscription period. The cancellation will take effect the day after the last day of the current subscription period, and your account will be downgraded to the inactive Service. However, if you cancel your payment or Paid Subscription and/or terminate any of the Agreements before the end of the current subscription period, we will not refund any subscription fees already paid to us. The refund method will depend upon the payment method. If you have purchased your Paid Subscription through a third party, your subscription is also subject to the terms of your agreement with that third party (in addition to these Terms). To cancel your subscription, you must cancel directly with that third party.

Company reserves the right to change the price for the Paid Subscriptions, Pre-Paid Period (for periods not yet paid for), or Codes, from time to time, and will communicate any price changes to you 30 days in advance. Price changes for Paid Subscriptions will take effect at the start of the next subscription period following the date of the price change. As permitted by local law, you accept the new price by continuing to use the Keyzz Platform after the price change takes effect. If you do not agree with the price changes, you have the right to reject the change by cancelling or unsubscribing from the Keyzz Platform prior to the price change going into effect.

We will use third party services to process credit card information. We retain the right, in our sole discretion, to place a hold on the Requester’s credit card for an ordered or completed Merchandise transaction. Seventy-two (72) hours after a Merchandise is completed, if there is no complaint by the Requester, we will mark the Merchandise as closed. All Payments by Requesters must be made through the Keyzz Platform. While we will use commercially reasonable efforts to ensure the security of all credit card and all other personal information, we expressly disclaim any liability for any damage that may result should any information be released to any third parties, and you agree to hold us harmless for any damages that may result therefrom. Requesters will be liable for all transaction taxes on the Merchandise(s) provided.


5.0 The App/Mobile Devices

The Keyzz Platform may allow you to access our services, download our Apps, upload content to the Keyzz Platform, and receive messages on your mobile device (collectively “Mobile Features“). Your mobile device carrier may prohibit or restrict certain Mobile Features and certain Mobile Features may be incompatible with your mobile device carrier or mobile device. In addition, your mobile device carrier may charge you for standard messaging, data, and other fees to participate in Mobile Features. We have no responsibility or liability for any fees or charges you incur when using the Mobile Features. You should check with your mobile device carrier to find out whether any fees or charges will apply, what plans are available and how much they cost. You should also contact your mobile device carrier with any other questions regarding these issues. You acknowledge that your use of the Apps is subject to any terms set forth in the terms of service of the third party providing the mobile device on which the App operates (e.g., Apple iOS or Android). Company is not liable if you do not have a compatible mobile device or if you download the wrong version of an App for your mobile device. Company reserves the right to terminate the use of the Apps or any other aspect of the Keyzz Platform should you be using the Apps or the Keyzz Platform with an incompatible or unauthorized device.

5.1 Modifications to the Keyzz Platform. We reserve the right in our sole discretion to review, improve, modify or discontinue, temporarily or permanently, the Keyzz Platform or any content or information on the Keyzz Platform with or without notice. We will not be liable to any party for any modification or discontinuance of the Keyzz Platform.


6.0 Disclaimers; Limitation of Liability; Indemnity

6.1 Disclaimer. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE KEYZZ PLATFORM IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, NEITHER COMPANY NOR ITS AFFILIATES OR LICENSORS WARRANT THAT THE KEYZZ PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE; NOR DO THEY MAKE ANY WARRANTY AS TO ANY CONTENT AVAILABLE IN OR THROUGH THE KEYZZ PLATFORM; NOR DO THEY MAKE ANY WARRANTY AS TO ANY PROFESSIONAL’S REGISTRATION, PROFESSIONAL ACCREDITATION OR LICENSE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE KEYZZ PLATFORM, OR AS TO THE TIMELINESS, ACCURACY, RELIABILITY, QUALITY, SUITABILITY, SAFETY, COMPLETENESS OR CONTENT OF THE SERVICES, MERCHANDISES, OR ANY PRODUCTS, MERCHANDISE, CONTENT, INFORMATION OR MATERIALS PROVIDED THROUGH OR IN CONNECTION WITH THE USE OF THE KEYZZ PLATFORM OR THIS AGREEMENT.

Access to the Keyzz Platform is provided free of charge as a courtesy. Neither Company nor its affiliates or licensors are responsible for the conduct, whether online or offline, of any user of the Keyzz Platform (including but not limited to the conduct of any Requesters or Vendors). Neither Company nor its affiliates or licensors warrant that the Keyzz Platform is free from viruses, worms, “Trojan Horses,” or other harmful components. Company and its affiliates and licensors cannot and do not guarantee that any information, personal or otherwise, supplied by you will not be misappropriated, intercepted, deleted, destroyed or used by others.

6.2 Release. Company and members (as defined in Section 6.4) expressly disclaim any liability that may arise from use of the Keyzz Platform. The Keyzz Platform is only a venue for connecting users and providing utility functions. To the extent that the Keyzz Platform connects a user to a third party provider for the purposes of providing merchandise hereunder, Company will not be responsible for assessing the suitability, legality or ability of any third party providers and you expressly waive and release Company from any and all liability, claims or damages arising from or in any way related to the third party service provider. Because Company is not involved in the actual contact between users or in the completion of any Merchandise, in the event that you have a dispute with one or more users, you release Company and members from any and all claims, demands, or damages (actual, direct or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such dispute.

6.3 Additional Disclaimer. The quality of the Merchandises and/or the merchandise scheduled or requested through the use of the Keyzz Platform is entirely the responsibility of the professional who ultimately provides such Merchandises to you and/or the third party merchandise provider. You understand, therefore, that by using the Keyzz Platform, you may be exposed to Merchandises and/or merchandise that are potentially dangerous, offensive, harmful to minors, unsafe or otherwise objectionable, and that you use the Keyzz Platform, and such professional, at your own risk. Nothing in this Agreement or the Keyzz Platform constitutes, or is meant to constitute, advice of any kind. If you require advice in relation to any legal, financial or medical matter you should consult an appropriate professional.

By using the Keyzz Platform, you agree that the exclusions and limitations of liability set out in this agreement are reasonable. If you do not believe they are reasonable, you must not use the Keyzz Platform. You agree that you will not bring any claim personally against Company’s officers, directors or employees in connection with any dispute, loss or damage. Without prejudice to the foregoing, you agree that the limitations of warranties and liability set out in this Agreement will protect the Company’s officers, directors, employees, agents, licensors, parents, subsidiaries, affiliates, successors, assigns and sub-contractors as well as Company. Each party acknowledges that the other party has entered into this Agreement relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties.

6.4 Limitation of liability. You agree not to hold Company, its affiliates, its licensors, or any of such parties’ agents, employees, contractors, officers, directors, corporate partners, or participants (collectively, “members“) liable for any damages, expenses, losses, suits, claims, and/or controversies (collectively, “liabilities“) that have arisen or may arise, whether known or unknown, relating to your use of or inability to use the Keyzz Platform, including without limitation any liabilities arising in connection with the conduct, act or omission of any user (including without limitation stalking, harassment, acts of physical violence, and loss or destruction of personal property), services, any dispute with any user, any instruction, advice, act, or service provided by Company or members, and any destruction of your information.

UNDER NO CIRCUMSTANCES WILL COMPANY OR MEMBERS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE KEYZZ PLATFORM OR ANY SERVICES OR MERCHANDISE, EVEN IF SUCH PARTIES WERE OR SHOULD HAVE BEEN ADVISED OF THE POSSIBILITY OF THE SAME. COMPANY AND MEMBERS DO NOT ACCEPT ANY LIABILITY WITH RESPECT TO THE QUALITY OR FITNESS OF ANY WORK PERFORMED IN CONNECTION WITH THE KEYZZ PLATFORM, THE MERCHANDISE OR THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN TYPES OF DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS DETERMINED THAT COMPANY OR MEMBERS ARE LIABLE FOR DAMAGES, IN NO EVENT WILL THE AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED THE TOTAL SUBSCRIPTION FEES PAID BY YOU TO COMPANY DURING THE SIX (6) MONTHS PRIOR TO THE TIME SUCH CLAIM ALLEGEDLY AROSE.

COMPANY SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (I) YOUR USE OF OR RELIANCE ON THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE SERVICES; (II) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY THIRD PARTY PROVIDER, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND COMPANY’S REASONABLE CONTROL. YOU ACKNOWLEDGE THAT THIRD PARTY PROVIDERS PROVIDING MERCHANDISES REQUESTED THROUGH SOME REQUEST BRANDS MAY NOT BE PROFESSIONALLY LICENSED OR PERMITTED.

Company’s services may be used by you to request and schedule goods, or Merchandises with third party providers, but you agree that Company has no responsibility or liability to you related to any goods or Merchandises provided to you by third party providers other than as expressly set forth in these terms.

6.5 Indemnity. You agree to indemnify and hold Company and its officers, directors, employees, contractors and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys’ fees), arising out of or in connection with: (i) your use of the Services or services or goods obtained through your use of the Services; (ii) your breach or violation of any of these Terms; (iii) Company’s use of your User Content; (iv) your violation of the rights of any third party, including Third Party Providers; (v) your use or misuse of or inability to use the Keyzz Platform, any Merchandise and/or any Merchandise; (vi) your violation of this Agreement; (vii) your violation of any applicable law or regulation; (viii) your violation of the rights of another (including Vendors); and (ix) your information and content that you submit or transmit through the Keyzz Platform.


7.0 Dispute Resolution, Arbitration. Any dispute relating in any way to your visit to the Site, the Apps, the Keyzz Platform or this Agreement shall be submitted to confidential arbitration located in Fairfield County, Connecticut and you agree to submit yourself to the jurisdiction and proceedings thereof. ARBITRATION MEANS THAT AN ARBITRATOR(S) WILL DECIDE THE CLAIM, AND YOU WILL NOT HAVE THE RIGHT TO SUE IN COURT OR TO HAVE A JUDGE OR JURY DECIDE YOUR CLAIM. YOUR RIGHTS TO PREHEARING EXCHANGE OF INFOMRATION AND APPEALS MAY ALSO BE LIMITED IN ARBITRATION. It is further agreed that any dispute over the scope of this arbitration provision and any dispute as to whether a claim is arbitral shall be submitted to the arbitrator for decision. In the event that any portion of these terms are held to be unenforceable, the unenforceable portion shall be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties and the remainder of the provisions shall remain in full force and effect.

You agree that any arbitration or proceeding shall be limited to the dispute between us and you individually, and (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any dispute to be arbitrated or resolved on a class action basis or to utilize class action procedures; and (iii) there is no right or authority for any dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

Notwithstanding the foregoing, to the extent you have in any manner violated or threatened to violate our intellectual property rights or the intellectual property rights of our affiliates, partners or licensors or otherwise have a cause of action in equity, we may seek injunctive or other appropriate relief in any court of competent jurisdiction and you consent to jurisdiction and venue in any such court for such purposes. Arbitration under this Agreement shall be conducted under the Consumer-Related Disputes Supplementary Rules then prevailing with the American Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction.

YOU AGREE THAT NO CLAIMS OR ACTION IN CONTRACT, WARRANTY, OR IN TORT (INCLUDING NEGLIGENCE) ARISING OUT OF, OR RELATED TO, THE USE OF THE WEBSITE, APPS OR THIS AGREEMENT MAY BE BROUGHT BY YOU MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION RELATING TO SUCH CLAIM OR ACTION AROSE. IF YOU ARE DISSATISFIED WITH THE WEBSITE, APPS OR KEYZZ PLATFORM, TERMINATION OF YOUR USE OF THE SITE IS YOUR SOLE REMEDY. WE HAVE NO OTHER OBLIGATION, LIABILITY, OR RESPONSIBILITY TO YOU.


8.0 Other Provisions

8.1 Choice of Law. These Terms are governed by and construed in accordance with the laws of the state of Connecticut, without giving effect to any conflict of law principles.

8.2 Copyright Complaints and Copyright Agent. All contents of Site, App or Service are: Copyright © 2017 ClosingTable, Inc., All Rights Reserved.

Company respects the intellectual property of others, and expects you to do the same. Company will respond to properly submitted notices of alleged copyright infringement that comply with applicable law. In the event that a person or entity has a good faith belief that any materials provided on or in connection with the Keyzz Platform infringe upon that person’s or entity’s copyright or other intellectual property right (such person or entity, a “Complainant“) and sends to Company a properly submitted copyright notice as indicated below, Company will investigate, and if it determines, in its discretion, that the material is infringing, Company will remove the content and may terminate the access of the user who posted such content to the Keyzz Platform. All notices claiming an infringement of copyright rights must contain the following: (i) identification of the intellectual property right that is allegedly infringed. All relevant registration numbers, or a statement concerning the Complainant’s ownership of the work, should be included; (ii) a statement specifically identifying the location of the infringing material, with enough detail that Company may find it on the Keyzz Platform. Please note: it is not sufficient to merely provide a top level URL; (iii) the complete name, address, telephone number and e-mail address of Complainant; (iv) a statement that Complainant has a good faith belief that the use of the allegedly infringing material is not authorized by the owner of the rights, or its agents, or by law; (v) a statement that the information contained in the notification is accurate, and under the penalty of perjury, Complainant is authorized to act on behalf of the owner of the copyright or other property rights that are allegedly infringed; (vi) a physical or electronic signature of a person authorized to act on behalf of the owner of the intellectual property rights that are allegedly being infringed. Company’s contact information for notice of alleged copyright infringement is: Email: Support@Keyzzapp.com

8.3 Notice. Company may give notice by means of a general notice on the Services, electronic mail to your email address in your Account, or by written communication sent by first class mail or pre-paid post to your address in your Account. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Company, with such notice deemed given when received by Company, at any time by first class mail or pre-paid post to: ClosingTable, Inc., Attn:User Notices - Legal 19 Ken Oaks Drive, Danbury, CT 06810.

8.4 General. You may not assign these Terms without Company’s prior written approval. Company may assign these Terms without your consent. Any purported assignment in violation of this section shall be void. No joint venture, partnership, employment, or agency relationship exists between you, Company or any Third Party Provider as a result of this Agreement or use of the Services. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. Company’s failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Company in writing.

8.5 Term. This Agreement shall continue in full force and effect until such time as it is terminated by you or by us.

8.6 Termination

8.7 Survival.

All provisions that should by their nature survive the expiration or termination of this Agreement.

Contact Information. If you have any questions regarding this Agreement, please contact us at: SUPPORT@KEYZZAPP.COM

Effective Date: October 15, 2017