Our agreement with you
1. The Agreement
This agreement shall be governed by and construed in all respects in accordance with the law of England and the parties agree to submit to the exclusive jurisdiction of the English Courts in respect of the interpretation of, and any disputes relating to, this agreement or any of its provisions.
Defined terms used in this agreement are set out at the end of this agreement.
Your use of the Services, the website and the mobile applications is subject at all times to the terms and conditions set out in this agreement (“Terms”). You may not use the Services if you do not agree with the Terms, nor if you are under the legal age or are otherwise incapable or unable to be legally bound by the Terms.
2. Content and IP
You do not transfer to us your rights of ownership in any of the Content you upload to the KeyProtect website via the KeyProtect mobile application; and you can control how it is shared with your contacts through your personal account on the KeyProtect website.
All Content that is uploaded, however, is uploaded subject to, and on the basis of, the following rights and obligations:
- You grant us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide and perpetual licence in any IP that is contained in or associated with any Content that you upload to and/or post on or in connection with KeyProtect or our website (“IP Licence”);
- We may use such licensed IP in any reasonable manner in connection with the operation, marketing and/or promotion of the KeyProtect business and the services to be supplied to KeyProtect users and customers from time to time, including without limitation to reproduce, distribute, create derivative works from, and/or display, disclose, and perform any or all such content;
- Our rights under the IP Licence will end when you terminate your account with KeyProtect , without prejudice to those rights which arose prior to this time;
- When you delete IP content, it is deleted in a manner similar to emptying the recycle bin on a computer. However, you understand that removed content may persist in backup copies for a reasonable period of time, but will not be available to others unless so requested by law, as this may be used as evidence in a court of law.
3. Representations and Warranties
We always use our best endeavors to keep KeyProtect operating as we state in this agreement, but we cannot guarantee it. Your help in this process is vital, and this includes the following commitments, which we rely upon as representations and warranties in agreeing to enter into this agreement with you:
- You will not send or otherwise post unauthorised commercial communications (such as spam) on KeyProtect ;
- You will not collect other users’ content or information, or otherwise access KeyProtect , including by way of using automated means (such as harvesting bots, robots, spiders, or scrapers);
- You will not upload viruses or other malicious code;
- You will not solicit login information or access an account belonging to someone else;
- You will not bully, intimidate, or harass any user;
- You will not post content that: is hateful, threatening, or pornographic; incites violence; or contains nudity or graphic or gratuitous violence;
- You will not use KeyProtect to do anything unlawful, misleading, malicious, or discriminatory;
- You will not do anything that could disable, overburden, or impair the proper working of KeyProtect , such as a denial of service attack;
- You will not facilitate or encourage any violations of this agreement.
4. Restrictions on use of the Services
KeyProtect users provide their real names and information, with our intentions to keep the same secure as described in this agreement, and we need your help to keep it that way.
Here are some undertakings and commitments you make to us relating to registering and maintaining the security of your account, and upon which we are relying as representations in entering into this agreement:
- You will not provide any false personal information on KeyProtect , or create an account for anyone other than yourself without permission;
- You will not create more than one personal profile;
- If we disable your account, you will not create another one without our permission;
- You will not use your personal profile for your own commercial gain;
- You will keep your third party contact information and Content accurate and up-to-date;
- You will not share your password, let anyone else access your account, or do anything else that might jeopardise the security of your account;
- You will not transfer your account to anyone.
Protecting other peoples’ rights
We respect other peoples’ rights, and expect you to do the same.
- You will not upload content or take any action on KeyProtect that infringes or violates someone else’s rights or otherwise violates the law.
- We can remove any content or information you post on KeyProtect if we believe that it violates this Statement.
- You will not use our copyrights or trademarks, or any confusingly similar marks, without our written permission.
5. Links
The Services may include hyperlinks to other websites that are not owned and/or controlled by KeyProtect .
You acknowledge and accept that KeyProtect has no control over, and assumes no responsibility for, the availability, content, policies or practices of any such websites.
The use of such websites may well be subject to terms, conditions and policies and you must satisfy yourself as to the nature and extent of any such provisions in deciding whether to use the websites.
6. Price and Payment
Our prices and additional or special payment terms (if any) are as set out on our website, as amended and updated from time to time. The regular terms for payment are set out below.
You agree to pay KeyProtect the Monthly Fees together with any VAT thereon in full on their due date without any set-off, counter-claim, abatement, or other similar deduction, for the whole of the Initial Period and/or any Renewal Period as appropriate.
Payment of the Monthly Fees together with any VAT thereon must be made to KeyProtect by direct debit. KeyProtect will charge an administration fee of £10 on each occasion of failed direct debit processing.
KeyProtect reserves the right to amend the Monthly Fees and/or introduce new fees from time to time by giving you 14 days’ notice. Any change to the Monthly Fees payable by you will take effect from the beginning of any Renewal Period. Your use of the Services after receipt of such notice will be taken by us as acceptance by you of such changed
Monthly Fees
Interest shall be chargeable on any amounts overdue from you at the rate of 5% per annum above the Bank of England base rate from time to time. The interest period shall run from the due date for payment until receipt of the full amount by KeyProtect whether before or after judgment and without prejudice to any other right or remedy of KeyProtect. We may also charge you our reasonable administration costs incurred as a result of your late payment or non-payment of any money you owe us.
7. Terminating this Agreement
Either you or KeyProtect may terminate this agreement on 30 days notice (by email) if the other party is in breach of a material obligation on its part and does not fix that breach within 30 days of being asked to do by the first party.
In any event, either party may terminate this agreement on 30 days’ notice (by email) to the other party. Any amount outstanding, being the cost difference from date of termination to end of the initial or renewal period, shall remain due and payable within 30 days of termination by either party
Please note: simply removing the KeyProtect application from your smart phone does not of itself terminate this agreement, which shall only be effective where undertaken in accordance with these terms and conditions.
8. Amendments
We can change these Terms if we provide you notice and an opportunity to comment. Your use of the services from the moment of change of the Terms will be taken by us as acceptance of those changed Terms.
9. Disputes
You will resolve any claim, cause of action or dispute (“claim”) you have with us arising out of or relating to this Statement or KeyProtect exclusively under UK law. The laws of the United Kingdom will govern this Statement, as well as any claim that might arise between you and us, without regard to conflict of law provisions.
If anyone brings a claim against us related to your actions, content or information on KeyProtect, you will indemnify and hold us harmless from and against all damages, losses, and expenses of any kind howsoever arising (including reasonable legal fees and costs) related to such claim.
10. Limitations and Exclusions
Please read these Terms with particular care, as they describe certain exclusions and limitations on liability that may arise during the provision of the Services.
PLEASE REMEMBER – WE ARE NOT REPRESENTING, WARRANTING OR IN ANY WAY SUGGESTING THAT KEYPROTECT IS A REPLACEMENT FOR OR SUPPLEMENT TO THE EMERGENCY SERVICES AND YOUR OWN SAFETY PRECAUTIONS.
WE TRY TO KEEP KEYPROTECT UP, BUG-FREE, AND SAFE, BUT YOU USE IT AT YOUR OWN RISK. WE ARE PROVIDING KEYPROTECT “AS IS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF ANY THIRD PARTY RIGHTS. WE DO NOT GUARANTEE THAT KEYPROTECT WILL BE SAFE OR SECURE.
KEYPROTECT IS NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, INFORMATION, OR DATA OF THIRD PARTIES, AND YOU HEREBY RELEASE AND INDEMNIFY AND AGREE TO KEEP INDEMNIFIED NOW AND IN THE FUTURE US, OUR DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES.
WE WILL NOT BE LIABLE TO YOU FOR ANY LOST PROFITS, LOSS OF OPPORTUNITY, LOSS OF DATA, OR FOR ANY LOSS OF ECONOMIC USE, NOT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, OR INCIDENTAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
OUR AGGREGATE LIABILITY ARISING OUT OF THIS STATEMENT OR KEYPROTECT WILL NOT EXCEED THE GREATER OF ONE HUNDRED POUNDS (£100) OR THE AMOUNT YOU HAVE PAID US IN THE PAST TWELVE MONTHS. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, KEYPROTECT ‘S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
NOTWITHSTANDING THE ABOVE TERMS, NOTHING IN THIS AGREEMENT SHALL OR IS INTENDED TO EXCLUDE OR LIMIT OUR LIABILITY TO YOU FOR DEATH, PERSONAL INJURY OR FOR ANY OTHER LIABILITY FOR LOSS WHICH CANNOT BE LAWFULLY EXCLUDED OR LIMITED.
11. Definitions
By “KeyProtect ” we mean the features and services we make available, including through our mobile application, website at www.KeyProtect.me and any other KeyProtect branded or co-branded websites (including sub-domains, international versions, widgets, and mobile versions); or networks now existing or later developed.
By “Content” we mean any content and/or information that you post on KeyProtect, including without limitation any content and/or information concerning you and your actions.
By “ARC” we mean any alarm response centre, owned and/or operated by KeyProtect, and which will form part of the Services.
By “data” we mean content and information that third parties can retrieve from KeyProtect or provide to KeyProtect through the website platform.
By “post” we mean post on KeyProtect or otherwise make available to us (such as by using an application).
By “Contact” we mean the third party contact details given to us by you when registering for use of KeyProtect as may be amended or updated from time to time.
By “Details” we mean those details given to us by you, and which you are aware may be disclosed in accordance with the Terms.
By “use” we mean use, copy, publicly perform or display, distribute, modify and translate.
By “application” we mean any application or website that uses or accesses the Platform, as well as anything else that receives or has received data from us. If you no longer access the Platform but have not deleted all data from us, the term application will apply until you delete the data.
By “Services” we mean the KeyProtect services as set out on our website from time to time
By “IP” we mean any and all intellectual property rights contained in or associated with the Content, including without limitation, copyright, design right, trade names and trademarks, patent (and any applications for the same), confidentiality, know-how, and in each case where so capable, whether registered or unregistered.
By “Terms” we mean the terms and conditions of this agreement.
By “Monthly Fees” we mean the prices payable for the Services as set out on the app and/or our website from time to time.
12. Other
These Terms and the terms and conditions and policies referred to herein comprise the entire agreement between you and KeyProtect, and supersedes any prior agreements, arrangements or understandings.
You acknowledge and accept that you have not been induced to enter into this agreement in reliance upon any representation, warranty, statement, agreement or undertaking whatsoever, made by us or in respect of KeyProtect, save where the same are expressly set out in this agreement.
If any portion of this agreement is found to be unenforceable, the remaining portion will remain in full force and effect.
If we fail to enforce any rights under this agreement, it will not be considered a waiver of those or any other rights.
Any amendment to or waiver of this Statement must be made in writing and signed by us.
You will not transfer any of your rights or obligations under this Statement to anyone else without our consent.
KeyProtect may assign or subcontract, directly or indirectly, all or part of its rights or obligations under this Agreement to a third party
All of our rights and obligations under this Statement are freely assignable by us in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise.
Nothing in these Terms shall prevent us from complying with the law.
These Terms does not confer any third party beneficiary rights.
You will comply with all applicable laws when using or accessing KeyProtect.