Terms of Use
Last Modified: May 15th, 2023
Effective Date: June 15, 2023
Thank you for your interest in becoming a member of KEY2! TheKey2.io, LLC, (hereinafter, “KEY2,” "we," "our," "us") provides its Service(s) (as defined below) to you, our customers and members of Key2 (“you,” “your”) via our website located at https://key2.io (the "Site") and Key2 Mobile App (“App”) subject to these Terms of Service ("Agreement").
Please read the Agreement before using the Site or Mobile App operated by Key2. Before you continue using our website we advise you to read our Privacy Policy https://key2.io/privacy regarding our user data collection.
1. Acceptance of Terms
1.1 This Agreement constitutes a legally binding contract that governs your purchase, ongoing use and access of the Service that KEY2 provides as a part of its membership. To access or use the Service, you must first complete the registration form, accept the terms of this Agreement and purchase your membership. Your acceptance to the terms of this Agreement is made by either (a) clicking to accept or agree where we present such an option to you on our Site or Mobile App; or (b) accessing or using the Service.
1.2 By accepting this Agreement, or by accessing or using the Service or the Site, you represent and warrant the following:
(a) You are at least 18 years old and have the legal capacity to be bound by this Agreement;
(b) All registration information you submit is truthful and accurate; and
(c) If you are accepting this Agreement on behalf of a company or another legal entity, you represent that you have the authority to bind such entity to this Agreement, in which case the terms "you" or "your" shall refer to the entity.
1.3 Access and use of the Service is subject to KEY2’s Privacy Policy available at https://key2.io/privacy and such policy is incorporated herein by this reference.
1.4 We reserve the right to update this Agreement at any time, in our sole discretion, and will notify you of such updates either via email or by posting such changes on our Site, or such other reasonable means. You can find the most recent version of this Agreement at https://key2.io/terms-of-use with the date of last modification noted above. Such modifications shall become effective immediately upon the posting thereof. If you do not agree to the revised terms and conditions, your sole recourse is to sell your membership and cease use of the Service. Your continued access and use of the Service, including the continued use or enjoyment of any Incentives offered through the Service, following notification of an updated version of this Agreement shall constitute your acceptance of the revised Agreement.
2. The KEY2 Service
2.1 Our service consists of access to our Site, Mobile App, concierge, KEY2 Card and the platform contained therein in which we make certain access, accommodations, perks, incentives, discounts, and rewards in the form of tokens, all of which are to only be redeemed or applied to the events, experiences, venues, products, and services (the "Incentives") that KEY2 offers to you through a wide range of participating merchants and vendors ("Vendors") and that KEY2 makes available to you (the "Service"). Subject to and conditioned on your compliance with the terms of this Agreement, you shall have a non-exclusive, non-transferable, non-sublicensable, limited right, during the Term to access and use the Service with the exception of your ability to resell your membership.
3. Acceptable Uses
Acceptable uses include only those mentioned in Section 2.1, the resale of your membership in accordance with our resale terms, and those uses for which we provide you with express permission to engage in.
4. Prohibited Uses
4.1 By accepting this Terms of Service Agreement, you agree that you will not and will not permit or encourage any Users or other third parties to directly or indirectly:
(a) Use the Service in any manner or for any purpose other than as permitted by this Agreement;
(b) Use the Service to violate any federal, state, local, or international laws or regulations, or third party rights;
(c) Reproduce, duplicate, copy, sell, resell, rent, lease, or exploit any portion of the Service, use of the Service, or access to the Service without our prior written consent;
(d) Use the Service to store or transmit malicious code, viruses, Trojan horses, or worms of a destructive nature or that may damage or harm the Site, Service, and/or our computer systems;
(e) Attempt to gain unauthorized access to the Service or to another User’s account or any related systems or networks;
(f) Take screenshots or videos of the Site and/or Service in order to share the information with one of our competitors or a company seeking to create and/or offer services similar to the Service;
(e) Use the Service to conduct any fraudulent activities, impersonate someone else, harass or stalk others, post obscene or offensive material, or any other illegal purposes.
4.2 Notice of Unauthorized Use. You will immediately notify us of any unauthorized use of your account or the Service that comes to your attention. In the event of any such unauthorized use, you will take all steps necessary to terminate such unauthorized use.
5. Changes and Updates to the Service
You understand that the Service may change over time as we refine and add more features or content. We reserve the right to update, modify, or discontinue the features, functionality, content or other aspects of the Service, including any and all Incentives, at any time, with or without notice, in our sole discretion. Any new features that augment or enhance the current Service, including the release of new tools and resources, shall be subject to this Agreement. KEY2 does not guarantee the availability of the Service and/or any of the Incentives or Discounts contained therein, and they are all subject to change at any time without notice.
6. User Account(s)
6.1 Account Registration. To obtain access to the Service as a User, you are required to obtain a login to the Site, by completing an application or registration form providing your name, email address and other information. When registering as a User you must meet the conditions set forth in Section 1.2 above, including: (a) providing true, accurate, current and complete information about yourself as requested by the registration form for the Service, and (b) maintaining and promptly updating throughout the Term such information to keep it true, accurate, current and complete. Your User account login is personal to you and may not be shared or used by anyone else.
7. Payment Terms
7.1 One-Time Payment. You will pay us the one-time payment for the Service ("One-Time Payment") in accordance with the then current payment and pricing terms set forth on our pricing information page available on our Site, Mobile App or our such URL as we may provide. All payments shall be made by credit card, cryptocurrency or such other payment methods that we may make available in the future at our sole discretion.
7.2 Service Fees. There are no monthly or annual payments that we charge you automatically (“Service Fees”). Notwithstanding, there may be additional payments that you are required to make if you would like to access certain features of our membership or Services. KEY2 reserves the right in the future to apply monthly or annual Service Fees but will not do so without first notifying you of this change and not until you have indicated your acceptance to these changes as described in Section 1.1.
7.3 Refunds. Refunds may be issued at the discretion of the Company. The Company will grant refunds under certain circumstances within 48 hours of the initial charge.
8. Resale.
8.1 Resale Terms. Key2 permits the resale of memberships by its Customers in accordance with the terms and conditions outlined in this Provision. Customers are allowed to transfer or sell their memberships on any secondary marketplace to other individuals ("Buyers") who are willing to acquire the rights and benefits associated with the membership. The Ttansfer or sale of a membership from a Customer to a Buyer terminates the previous owner’s membership, ability to access the Service and all the rights attached.
8.2 Resale Buyers Rights. Buyers of previously owned memberships have the right to use the membership, its Service and any credits that came with the membership and are subject to the same terms and conditions outlined in this Agreement. If the purchase of a previously owned membership did not come with a membership card, these Resale Buyers can visit the Site to order their own card to be delivered to the address they provide.
8.3 Key2’s Resale Rights. Key2 reserves the right to collect a royalty from the resale of any and all memberships in accordance with the terms and conditions set forth on the secondary marketplace where the resale is made.
8.4 Termination and Discretionary Actions. Key2 reserves the right to terminate or suspend a membership, without refund, if it determines that the Customer has violated any of the terms and conditions associated with the resale of memberships, including the restrictions outlined in this Provision, or any other terms of this Agreement. Key2 retains the sole discretion to investigate any resale activities and take appropriate actions, including but not limited to contacting Customers and Buyers, requesting additional information, or initiating legal proceedings, if necessary.
8.5 Resale Buyers Beware. Buyers of previously owned memberships should exercise due diligence and do their own research to determine that the membership is valid and in good standing prior to purchasing the membership from any secondary marketplace or anywhere that is not Key2’s initial point-of-sale. Buyers should conduct their own research ito determine the amount of credits, if any, exist with the previously owned membership and any other details, prior to purchasing the previously owned membership, that may have an impact on the membership’s status, price, condition, use or any other information regarding the history of the membership.
8.5 Resale Non-Liability. Key2 is not responsible for any disputes, claims, losses, or damages arising from or related to the resale of memberships between Customers and Buyers. The Company does not guarantee the validity, authenticity, quality, or fitness for a particular purpose of any transferred membership.
8.6 Indemnification. Customers agree to indemnify, defend, and hold Key2 harmless from any liability, costs, damages, or expenses (including reasonable attorney's fees) incurred as a result of any claims arising from their resale activities, including disputes with Buyers or third parties.
9. Cancellation and Termination
9.1 Term. This Agreement is effective until either: (a) you sell your membership; (b) we terminate your account; or (c) you properly cancel your account in accordance with this Agreement ("Term").
9.2 Termination. You are solely responsible for properly canceling your account. You may cancel your account at any time by sending us an email at contact@key2.io. All cancellations will be processed within forty-eight (48) hours of receipt of the request for cancellation. We reserve the right to in our sole and absolute discretion, to temporarily suspend access to the Service (in whole or in part) for: (a) scheduled or unscheduled maintenance; (b) purposes of maintaining the security and/or integrity of KEY2’s network, hardware, or associated systems or those of its third party providers; (c) failure by you to timely pay the Service Fees; or (d) the actual or suspected violation of this Agreement.
9.3 Effect of Termination. Upon termination of this Agreement, your resale of your membership, or cancellation of your account, all licenses and other rights granted to you hereunder will immediately terminate and you will lose access to and will cease all use of the Service (including all perks, incentives, discounts and other benefits offered through the Service). For avoidance of doubt, you understand and agree that any Incentives that you obtained through the Service during the Term may not be used beyond the termination of this agreement or cancellation of your account.
10. License and Site Access
We grant you a limited license to access and make personal use of the Site and Mobile App. You are not allowed to download or modify it without written consent from us.
11. Third Party Linked Service and Content
The Site, APIs, and Service may contain features and functionalities linking you or providing you with certain functionality and access to third party content, including but not limited to websites, directories, servers, networks, systems, information and databases, software, applications, programs, products and/or services, and the Internet as a whole. When you engage a third party’s website or service which is linked to the Site and/or Service, you are interacting with the third party and not with us. Such linked websites are not under our control and we are not responsible for the contents of any linked website or any link contained within a linked website, or any changes or updates to such websites maintained by third parties. All Incentives that you pursue or other transactions you engage in using the Service are between you and the transacting party. KEY2 is not an agent of any transacting party, nor are we a direct party in any such transaction. Any such activities, and any terms associated with such activities, are solely between you and the applicable third-party. KEY2 shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You are solely responsible for your dealings with any third party related to the Service, including the delivery of and payment for goods and services.
12. Proprietary Rights
12.1 Our Proprietary Rights. As between you and us, we and our licensors own and reserve all right, title and interest in and to the Service and our Site, including all intellectual property rights therein. You hereby grant to us and our contractors the right to use, modify, adapt, reproduce, distribute, display and disclose any information or data you transmit to the Service solely to the extent necessary to provide you with the Service or as otherwise permitted by this Agreement and the KEY2 Privacy Policy.
12.2 Trademarks. The Site and/or Service contain valuable trademarks owned and used by us to distinguish the Site and Service from those of others. The Site and/or Service may also contain references to other entities’ trademarks and service marks, but such references are for identification purposes only and are used with the permission of their respective owners. We do not claim ownership in, or any affiliation with, any third party trademarks or service marks appearing on the Site and/or Service. You agree not to use or display any trademarks you do not own without our prior written consent or the consent of the owner of such mark.
13. Confidentiality
In connection with this Agreement, you may receive or have access to Confidential Information of KEY2. For purposes of this Agreement, "Confidential Information" means the terms of this Agreement, and all technical and non-technical information concerning or related to KEY2’s or its affiliates’ respective products, services, and general business operations, information of or concerning KEY2’s or its affiliates’ users or employees, and any and all data, information and materials related to any of the foregoing. You agree that you shall not disclose Confidential Information to any third party, except to your employees who have a need to know and are bound by written confidentiality obligations no less restrictive than these. Confidential Information remains the sole and exclusive property of KEY2.
14. Electronic Communications
By registering for the Service, you understand that we may send you or your Users communications or data regarding the Service, including but not limited to updates, and promotional information and materials regarding the Service, all in electronic form via the email address you specified when you registered. You may unsubscribe your members from such communications by contacting us at contact@KEY2.io anytime.
15. User Account
If you are an owner of an account on our Site or Mobile App, you are solely responsible for maintaining the confidentiality of your private user details. You are responsible for all activities under your account or password. We reserve all rights to terminate accounts, edit or remove content and cancel orders at our sole discretion.
16. Disclaimer of Warranties
WE PROVIDE OUR SERVICE TO YOU "AS IS", "WITH ALL FAULTS" AND "AS AVAILABLE". YOU AGREE THAT ANY USE OF AND RELIANCE UPON THE SERVICE (INCLUDING ANY AND ALL OF THE INFORMATION, CONTENT, AND/OR MATERIALS CONTAINED THEREIN, OR RESULTS OBTAINED THEREFROM) BY YOU IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE MAKE NO (AND SPECIFICALLY DISCLAIM ALL) REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. IN ADDITION, KEY2 DOES NOT WARRANT THAT ACCESS TO THE SERVICE OR SITE WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF HARMFUL COMPONENTS, OR THAT INFORMATION OBTAINED THROUGH THE SERVICE WILL BE ACCURATE OR RELIABLE. KEY2 MAKES NO CLAIMS OR PROMISES WITH RESPECT TO ANY THIRD PARTY, SUCH AS THE VENDORS OR ADVERTISERS LISTED ON THE SITE. ACCORDINGLY, KEY2 IS NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE FROM THEIR ACTIONS OR OMISSIONS. YOUR PURCHASE AND USE OF THE PERKS, DISCOUNTS, OR PRODUCTS AND SERVICES OFFERED BY THIRD PARTIES THROUGH THE SITE IS AT YOUR OWN DISCRETION AND RISK.
17. Indemnification
You agree to indemnify, defend, and hold harmless KEY2, its subsidiaries, and all of their respective officers, directors, employees, agents, licensors, suppliers and any third-party information providers against all claims (including all associated costs, expenses and reasonable attorneys’ fees) from and against any and all claims, losses, liabilities, damages, fines, penalties, costs and expenses (including attorneys’ fees and court costs) arising out of or related to: (a) your breach of these Terms, or (b) your violation of applicable laws, rules, or regulations in connection with the Service.
18. Limitation of Liability
18.1. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL KEY2, OR ITS OFFICERS, OR EMPLOYEES, BE LIABLE TO YOU (OR ANY PARTY CLAIMING THROUGH YOU) FOR ANY LOST PROFITS, LOSS OF BUSINESS OPPORTUNITY, LOSS OF DATA, OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE.
18.2. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, KEY2, AND ITS OFFICERS, EMPLOYEES, AND VENDORS MAXIMUM AGGREGATE LIABILITY TO YOU FOR LOSSES OR DAMAGES THAT YOU SUFFER IN CONNECTION WITH THE SERVICE, SITE OR THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY YOU TO KEY2 IN THE TWO MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.
19. Miscellaneous
19.1. Entire Agreement. This Agreement constitutes the entire agreement of the Parties regarding the Service. It supersedes any and all proposals, oral or written, negotiations, conversations, discussions, or agreements between the Parties relating to your use of the Service (including, without limitation, any prior versions of this Agreement).
19.2. No Waiver. Our failure to enforce any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement will not be construed as a waiver or relinquishment to any extent of our right to assert or rely upon any such provision, right or remedy in that or any other instance.
19.3 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the Parties agree that such provision shall be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the Parties, and that the remaining provisions shall remain in full force and effect.
19.4 Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Wyoming, without regard to its principles regarding conflicts of law.
19.5 Dispute Resolution. Any dispute related in any way to your visit to the Site or Mobile App or to the Services provided by us shall be arbitrated by state or federal court in Wyoming and you consent to exclusive jurisdiction and venue of such courts.
19.6 Agreement Binding on Successors. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their heirs, administrators, successors and assigns.
19.7 Survival of Terms. Sections 3, 6 through 10, and 12 through 15 shall survive termination of this Agreement. After your subscription to the Service has terminated, any and all additional terms not listed in the foregoing sentence that by their nature may survive termination of this Agreement shall be deemed to survive such termination.