Last Modified on July 11, 2020
PLEASE READ THIS AGREEMENT CAREFULLY; THIS IS A BINDING CONTRACT.
Welcome to Lowkey. Your access and use of the Lowkey website located at
www.lowkeychat.com (the “Site”), the
mobile software application (the “App”)
and features, products and services provided by Key Revolution Inc. (“Key
Revolution,” “we,” “us,” or
“our”) through the Site or the App,
excluding any software, products or services provided by Key Revolution under a separate written
You must agree to this ToU in order to use the Service. BY AGREEING TO
TERMS (INCLUDING BY A CLICK-THROUGH OR OTHER AGREEMENT), YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ
TOU AND AGREE TO ALL OF ITS TERMS AND CONDITIONS. Also, by agreeing to this ToU (including by a
click-through or other agreement), you are waiving, to the extent permitted under applicable law, any
or legal requirements that require an original (non-electronic) signature or the delivery or retention
non-electronic records in order for a contract to be legally binding. If you use any aspect of the
or click to accept or agree to this ToU if presented to you in a user interface on the Site, we will
understand this as your acceptance of this ToU and your agreement to all of its terms and conditions. By
accepting this ToU or using the Service, you represent and warrant that you have the legal capacity to
a contract in the jurisdiction where you reside. If you do not accept this ToU, then you may not use any
aspect of the Service.
BY ACCEPTING THESE TERMS, YOU ACKNOWLEDGE AND AGREE THAT YOU ARE WAIVING
RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. With limited exceptions, you agree to
your right to go to court and that all disputes between you and Key Revolution arising out of or
this ToU or any aspect of the Service will be resolved by binding arbitration. Your rights will be
determined by a neutral arbitrator and not a judge or jury, and your claims cannot be brought as a class
action. Please see the section below entitled “Binding Arbitration” for more details
your obligation to resolve any disputes in arbitration.
- ToU Updates. Key Revolution may update this ToU
any time, and Key Revolution will post the updated version of this ToU on the Site and the App. You
understand and agree that you will be deemed to have accepted the updated ToU if you use the Service
after the updated ToU is posted on the Site. If at any point you do not agree to any portion of this
then in effect, you must immediately stop using the Service.
- Provision of the Service. You are responsible for
Internet connection and telecommunications fees and charges that you incur when accessing the
You acknowledge and agree that Key Revolution may make changes to the Service at any time without
notifying you in advance.
- Termination of Service. Key Revolution reserves
right to deny service to any person or entity at Key Revolution’s sole and absolute
You acknowledge and agree that Key Revolution may stop providing the Service or restrict your use of
Service at any time, without notifying you in advance, for any reason or no reason, including,
limitation, for any violation of this ToU or if Key Revolution suspects that you have used the
to conduct any fraudulent or illegal activity. If Key Revolution disables your access to your
you may be prevented from accessing the Service, your account details or any materials contained in
- Accounts and Security.
4.1 Account. To access the Service, you must have
account. You can create an account by completing the registration process. You may be required to
information about yourself as part of the registration process or your continued use of the Service. You
agree that any registration information that you submit to Key Revolution will be correct, accurate and
- Account Security. Maintaining account
very important. You are solely responsible for maintaining the confidentiality of your account
You agree to notify Key Revolution immediately if you become aware of any unauthorized use of your
password or of your account.
- Account Sharing or Transfers. Accounts are
registered to you personally and may not be sold, traded, gifted or otherwise transferred at any
under any circumstances. You may not share your account with, or disclose your password to, anyone
- Cancellation by You. You have the right to
your account at any time. You may cancel your account by emailing firstname.lastname@example.org. Once you cancel
account, your personal information will no longer be viewable by other users. However, content
previously shared with other users may remain viewable by those users until they delete it.
Termination by Key Revolution. Key
may at any time terminate your account if:
Key Revolution determines that you are (i) in breach of
otherwise acting inconsistently with this ToU or (ii) engaging in fraudulent or illegal
or other conduct that may result in liability to Key Revolution;
Key Revolution determines it is required by law to
your account; or
Key Revolution decides to stop providing the Service in
entirety or critical portions of the Service.
Effect of Account Termination or Cancellation.
If you voluntarily terminate your account or allow your account to lapse, you may not reactivate
that account. Accounts terminated by Key Revolution for any type of abuse including, without
limitation, a violation of this ToU, may not be reactivated for any reason.
License Grant. Subject to the terms and
conditions of this ToU, Key Revolution hereby grants you a limited, non-exclusive, personal,
non-sublicensable, non-assignable license to use the Service in accordance with this ToU and any
rules, restrictions or documentation set forth by Key Revolution from time to time.
- Installation. In connection with the
Service, you may install the App on one or more mobile devices that you own or control and that meet
minimum specifications provided by Key Revolution.
- Updates. Key Revolution may require that
download and install updates to the App from time to time. You acknowledge and agree that Key
may update the Service with or without notifying you and add or remove features or functions to the
Service at any time in its sole discretion. You acknowledge and agree that Key Revolution has no
obligation to make the Service available to you, make any subsequent versions of the Service
to you or to continue to support the Service in any way. You acknowledge that your access to the
may not be continuous, features may change during your use of the App and the Service, and Key
Revolution may terminate your access to the Service or stop offering the Service at any time.
Agreements. You acknowledge that you
only use the App in connection with the Service provided through the App in accordance with this
Agreement. The requirements hereunder and this Agreement may change as the Service evolves.
Restrictions and Conditions of Use.
Use of the Service. Key Revolution permits
to view and use the Service solely for your personal, non-commercial use. You agree not to
create derivative works from, transfer, sell or re-sell any information, content, materials,
services obtained from the Service. Key Revolution reserves the right to add or remove
content or Services from the Service at any time at its sole discretion.
Accessing the Service. You agree not to access,
attempt to access, the Service by any means other than through the user interface provided
the Site or the App provided by Key Revolution. You specifically agree not to access, or attempt
access, the Service through any automated means (including, without limitation, through the use
scripts, bots, spiders or web crawlers). Key Revolution has a right
block users using the App if they suspect illegal activities or they believe that user is either
helping Key Revolution Inc.’s competitor or is actually running a competitive
No Violation of Laws. You agree that you
not, in connection with your use of the Service, violate any applicable law, ordinance, rule,
regulation or treaty. Without limiting the foregoing, you agree that you will not make available
through the Service any material or information that infringes any copyright, trademark, patent,
trade secret, or other right of any party (including rights of privacy or publicity).
Use Restrictions. You may not connect to or
the Service in any way that is not expressly permitted by this ToU.
You may not: (i) remove any proprietary notices from the
Service; (ii) cause, permit or authorize the modification, creation of derivative works,
translation, reverse engineering, decompiling, disassembling or hacking of the Service; (iii)
assign, rent, lease, act as a service bureau, or grant rights in the Service, including, without
limitation, through sublicense, to any other person or entity without the prior written consent
Key Revolution; or (iv) make any false, misleading or deceptive statement or representation
regarding Key Revolution or the Service.
Without limiting the foregoing, you agree that you will
(i) institute, assist, or become involved in any type of attack including, without limitation,
denial of service attacks, upon the Service (or any servers, systems or networks connected to
Service) or otherwise attempt to obstruct, disrupt or interfere with the operation of the
any other person’s or entity’s use of the Service (or any servers, systems or
connected to the Service); (ii) attempt to gain unauthorized access to the Service, accounts
registered to other users, or any servers, systems or networks connected to the Service; (iii)
the Service for any commercial purpose unless consistent with this ToU and the intended use of
same, or for the benefit of any third party, or charge any person or entity, or receive any
compensation for, the use of the Service, unless you are specifically authorized to do so in a
separate written agreement with Key Revolution; (iv) use the Service to develop, generate,
or store information that is defamatory, harmful, abusive, obscene or hateful; (iv) use the
to perform any unsolicited commercial communication not permitted by applicable law; or (v) use
Service to engage in any activity that (A) constitutes harassment or a violation of privacy or
threatens other people or groups of people; (B) is harmful to children in any manner; (C)
constitutes phishing, pharming or impersonates any other person or entity, or steals or assumes
person’s identity (whether a real identity or online nickname or alias); or (D) violates
applicable law, ordinance, rule, regulation or treaty.
Without limiting the foregoing, you agree that you will
use the Service for any other unlawful, prohibited, abnormal or unusual activity as determined
Key Revolution in its sole discretion.
No Data Mining or Harmful Code. You agree that
will not (a) obtain or attempt to obtain any information from the Service including, without limitation, email addresses or mobile phone numbers of other
account holders or other software data; (b) intercept, examine or
observe any proprietary communications protocol used by the Service, whether through the use of
network analyzer, packet sniffer or other device; or (c) use any
bot, spider, virus, clock, timer, counter, worm, software lock, drop dead
device, Trojan horse routing, trap door, time bomb or any other codes, instructions or third
software that is designed to provide a means
surreptitious or unauthorized access to, or distort, delete, damage or disassemble, the
Violation of this ToU. You acknowledge and
that you are solely responsible, and Key Revolution has no responsibility or liability to you or
other person or entity, for any breach by you of this ToU or for the consequences of any such
breach. Key Revolution may at its option, terminate its relationship with you, or may suspend
account immediately if it determines you are using the Service contrary to the restrictions
this Section 7 or any other terms of this ToU. If
disable your account for a violation of our Terms, you will not create another account without
- Fees and Taxes. You are responsible
data and mobile carrier fees and taxes associated with the devices on which you use our
- Account Security. Key
embraces privacy by design and does not have the ability to access your messages. You are
for keeping your device and your Lowkey account safe and secure. If you lose your phone, contact us
through the app’s settings page.
- Your Rights. You own the
information you submit through our Services. You must have the rights to the phone number you use to
sign up for your Lowkey account.
- Availability of Our Services. Our
Services may be interrupted, including for maintenance, upgrades, or network or equipment failures.
may discontinue some or all of our Services, including certain features and the support for certain
devices and platforms, at any time.
Links from the Site. The Site may contain
to websites operated by other parties. Key Revolution provides these links to other websites as
convenience and use of these websites is at your own risk. The linked websites are not under the
control of Key Revolution and Key Revolution is not responsible for the content available on the
other websites. Such links do not imply Key Revolution’s endorsement of information or
material on any other website and Key Revolution disclaims all liability with regard to your
to and use of such linked websites.
Links to the Site. Unless otherwise set
a written agreement between you and Key Revolution, you must adhere to Key Revolution’s
linking policy as follows: (a) the appearance, position and other aspects of the link may not be
such as to damage or dilute the goodwill associated with Key Revolution’s or its
licensors’ names and trademarks; (b) the appearance, position and other attributes of the
may not create the false appearance that your organization or entity is sponsored by, affiliated
with, or associated with Key Revolution; and (c) when selected by a user, the link to the Site
display the Site on full-screen and not within a “frame” on the linking Site. Key
Revolution reserves the right to revoke its consent to the link at any time and in its sole
Intellectual Property. Key
our licensors, vendors, agents, and/or our content providers retain ownership of all
property rights of any kind related to the Service. You should assume that everything you
or read on the Site and App is proprietary information protected by copyright or trademark
otherwise noted and may not be used except with the written permission of Key Revolution.
reserve all rights that are not expressly granted to you under this ToU or by law. The look and
of the Site and App are protected by our copyrights. You may not duplicate, copy, or reuse any
commercial use, including but not limited to use in the design or development of another website
and/or mobile software application, without express written permission from Key Revolution. All
trademarks, service marks, trade names, logos and trade dress, whether registered or
(collectively the “Marks”)
appear in connection with the Service are proprietary to Key Revolution or such Marks’
respective owners. You may not display or reproduce the Marks other than with our prior
written consent, and you may not remove or otherwise modify any trademark notices from any
displayed on the Site or in the App. The Marks are protected by trademark, trade dress,
copyright, and other intellectual property rights and unfair competition laws. All rights not
expressly granted herein are reserved by Key Revolution.
Copyright 2020 Key Revolution Inc.:
Licensed under the Apache License, Version 2.0 (the
you may not use this file except in compliance with the
You may obtain a copy of the License at
Unless required by applicable law or agreed to in writing,
distributed under the License is distributed on an "AS
WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or
See the License for the specific language governing permissions
limitations under the License.
Trademarks. The Key Revolution name and logo
Marks of Key Revolution. Unless permitted in a separate written agreement with Key Revolution,
do not have the right to use any of Key Revolution’s Marks and your unauthorized use of
these may be a violation of federal and state trademark laws.
Ownership. You acknowledge and agree that Key Revolution,
its licensors, owns all right, title and interest in and to the Service, including all
property, industrial property and proprietary rights recognized anywhere in the world at any
and that the Service is protected by U.S. and international copyright laws. Further, you
that the Service may contain information that Key Revolution has designated as confidential and
agree not to disclose such information without Key Revolution’s prior written
Copyright Agent. Key Revolution respects the
intellectual property rights of others and requires that people who use the Service do the same.
Revolution maintains a policy of terminating users of the Service who engage in repeated
conduct. If you believe that your work has been copied in a way that constitutes copyright
infringement, please forward the following information to the Copyright Agent, designated as
pursuant to the Digital Millennium Copyright Act, 17 U.S.C. § 512(c)(2), named
• Your address,
number, and email address;
• A description
the copyrighted work that you claim has been infringed;
• A description of
the alleged infringing material is located;
• A statement by you
you have a good faith belief that the disputed use is not authorized by you, the copyright owner, its
or the law;
• An electronic or
physical signature of the person authorized to act on behalf of the owner of the copyright interest;
• A statement by you,
made under penalty of perjury, that the above information in your notice is accurate and that you are
copyright owner or authorized to act on the copyright owner’s behalf.
Copyright Agent: Legal Department
Key Revolution Inc.
Bridge Hall, B1F
Los Angeles, CA
Social Networks. The Service
features that operate in conjunction with certain third party social networking websites that
visit such as Facebook or Eventbrite (“Social Network
Features”). While your use of the Social Network Features is
governed by this ToU, your access and use of third-party social networking websites and the
provided through these websites is governed by the terms of service and other agreements posted
these websites. You understand and acknowledge that the Service is not endorsed or certified by
of the aforementioned social networking websites.
Service, you represent that you have read and consent to our
Policy in addition to this ToU. Key
new versions will be posted on the Site. If at any point you do not agree to any portion of the
on the Site.
Location. The Service is
Key Revolution in the United States. If you choose to access the Service from a location outside
the United States, you do so on your own initiative, and you are responsible for compliance with
applicable local laws.
Content of Communications. Users may use the
Service to create group chats, events, private events, create polls, send memes, GIFs, pictures,
videos, start conversations and make comments regarding the foregoing. Key Revolution is not the
source of, does not verify or endorse and takes no responsibility for the content of
made using the Service. By using the Service, you agree that any content that you submit may be
viewable by other users of the Service. The content of communications is entirely the
of the person from whom such content originated. You therefore may be exposed to content that is
offensive, unlawful, harmful to minors, obscene, indecent or otherwise objectionable. The
communications may be protected by intellectual property rights, which are owned by third
You are responsible for the content you choose to communicate and access using the Service. In
particular, you are responsible for material that is (a) copyrighted, protected by trade secret
otherwise subject to third party proprietary rights, including privacy and publicity rights,
you are the owner of such rights or have permission from their rightful owner; (b) a falsehood
misrepresentation; (c) offensive, unlawful, harmful to minors, obscene, defamatory, libelous,
threatening, pornographic, harassing, hateful, racially or ethnically offensive, or that
conduct that would be considered a criminal offense, gives rise to civil liability, violates any
law, or is otherwise objectionable; (d) an advertisement or solicitation of business; or (e)
impersonating another person. Key Revolution may in its sole discretion block, prevent delivery
or otherwise remove the content of communications as part of its effort to protect the Service
its customers, or otherwise enforce the terms of this ToU. Further, Key Revolution may in its
discretion remove such content or terminate this ToU and your access if you use any content that
in breach of this ToU.
Key Revolution does not claim ownership of any
materials you submit or make available through the Service (“Submitted Content”) via email functions, chat
functions, photo hosting, sharing or publishing or any other function on the Service which
you to post, upload, edit, host, share or publish content. With respect to such Submitted
you grant Key Revolution a perpetual, irrevocable, non-terminable, transferrable, worldwide,
royalty-free, sublicensable, fully paid-up, non-exclusive and transferable license to use,
reproduce, distribute, prepare derivative works of, display, modify, copy and perform the
Content or any part of such Submitted Content in connection with the Service and Key
Revolution’s (and its successors’ and affiliates’) business, including without
limitation for promoting and redistributing part or all of the Service (and derivative works
thereof) in any and all media formats and through any and all media channels. You also hereby
each user of the Service a non-exclusive license to access your Submitted Content through the
Service while the Submitted Content is made available through the Service. You may take down any
Submitted Content at any time; however, you acknowledge and agree, that Key Revolution may still
have access to such Submitted Content and that the above licenses granted by you to Key
will remain in effect despite your removal of such Submitted Content from the Service. You
represent, warrant and covenant that any Submitted Content you provide does not include anything
(including, but not limited to, text, images, music or video) to which you do not have the full
right to grant the license specified in this Section 13.2.
You acknowledge and agree that: (a) by using the Service,
may be exposed to content that you may find offensive or indecent and you do so at your own
(b) you are solely responsible for, and Key Revolution has no responsibility to you or any third
party for any Submitted Content that you create, submit, post or publish on the Service; and (c)
Revolution is not responsible for any Submitted Content that you may have access to through your
of the Site or Service and all Submitted Content is the responsibility of the person from whom
Submitted Content originated. You acknowledge and agree that (i) Key Revolution has no control
and is not responsible for the use of Submitted Content by a user, including any user that has
uploaded such Submitted Content to such user’s personal device; and (ii) Key Revolution
not be able to remove certain Submitted Content that is uploaded onto another user’s
Key Revolution does not endorse any Submitted Content or any opinion, recommendation, or advice
expressed therein, and expressly disclaims any and all liability in connection with Submitted
You acknowledge that Key Revolution has the right to
pre-screen any Submitted Content, but no obligation to do so. At Key Revolution sole discretion,
Submitted Content may be included in the Service in whole or in part in a modified form. In
addition, Key Revolution and its designees shall have the right (but not the obligation) in
sole discretion to refuse or remove any Submitted Content that is available via the Service that
violates this TOU or is otherwise objectionable including, but not limited to, being unlawful,
offensive, threatening, libelous, defamatory, pornographic, obscene or violating any
You acknowledge that the Submitted Content is your sole
responsibility. You are entirely responsible for the Submitted Content and agree, under no
circumstances, will Key Revolution be liable in any way for Submitted Content, including, but
limited to, for any errors or omissions in any Submitted Content, or any loss or damage of any
incurred as a result of the use or distribution of any Submitted Content transmitted or
made available via the Service.
Each party providing an advertisement or sponsored posting
through the Service (“Advertiser”) represents and warrants that (a) it has
power and authority to enter into transactions and market, advertise, distribute, promote,
reproduce, offer for sale and sell the properties and to use all marks, names and designs used
connection with the foregoing; and (b) the property information, documentation and
that the Advertiser has provided to Key Information is accurate, true, correct, complete and not
Key Revolution shall not be responsible for monitoring
whether the advertisements or sponsored postings by Advertisers are accurate and does not
that such advertisements or promotions are being honored.
Eligibility of Minors. The
is intended solely for persons who are 13 years of age or older. Any access to or use of
Service by anyone under the age of 13 is expressly prohibited. The Service is not directed
children under 13 years of age, and Key Revolution does not knowingly collect information from
children under 13 or allow them to create an account or access account features. If you are
13, please do not submit any personal information about yourself to Key Revolution.
Disclaimer of WarrantIES.
YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICE IS
YOUR SOLE RISK AND THAT THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS
AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, KEY
REVOLUTION EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS INCLUDING, WITHOUT LIMITATION,
WARRANTIES AND CONDITIONS OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, NON-INFRINGEMENT, AND THOSE ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
YOU ACKNOWLEDGE THAT KEY REVOLUTION HAS NO CONTROL
AND DOES NOT GUARANTEE THE QUALITY, SAFETY, ACCURACY OR LEGALITY OF ANY EVENT OR CONTENT
WITH AN EVENT, THE TRUTH OR ACCURACY OF ANY INFORMATION PROVIDED BY USERS (INCLUDING THE
CONSUMER'S PERSONAL INFORMATION SHARED WITH ORGANIZERS IN CONNECTION WITH AN EVENT) OR THE
ABILITY OF ANY USER TO PERFORM OR ACTUALLY COMPLETE A TRANSACTION. KEY REVOLUTION HAS NO
RESPONSIBILITY TO YOU FOR, AND HEREBY DISCLAIMS ALL LIABILITY ARISING FROM, THE ACTS OR
ANY THIRD PARTIES THAT KEY REVOLUTION REQUIRES TO PROVIDE THE SERVICES, THAT AN ORGANIZER
ASSIST WITH AN EVENT, OR THAT YOU CHOOSE TO CONTRACT WITH WHEN USING THE SERVICE.
YOU UNDERSTAND AND AGREE THAT SOME EVENTS MAY CARRY
INHERENT RISK, AND BY PARTICIPATING IN THOSE EVENTS, YOU CHOOSE TO ASSUME THOSE RISKS
FOR EXAMPLE, SOME EVENTS MAY CARRY RISK OF ILLNESS, BODILY INJURY, DISABILITY, OR DEATH, AND YOU
FREELY AND WILLFULLY ASSUME THOSE RISKS BY CHOOSING TO PARTICIPATE IN THOSE EVENTS.
KEY REVOLUTION MAKES NO WARRANTY AS TO THE ACCURACY,
COMPLETENESS OR RELIABILITY OF ANY MATERIALS, INFORMATION OR DATA AVAILABLE THROUGH, OR THE
PERFORMANCE OF, THE SERVICE.
KEY REVOLUTION DOES NOT REPRESENT OR WARRANT
YOU WILL BE ABLE TO ACCESS OR USE SERVICE AT THE TIMES OR LOCATIONS OF YOUR CHOOSING; (b) THAT
OPERATION OF THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (c) YOUR USE OF
SERVICE WILL MEET YOUR REQUIREMENTS; (d) DEFECTS IN THE OPERATION OF THE SERVICE WILL BE
OR (e) THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
YOU ACKNOWLEDGE AND AGREE THAT ANY MATERIAL DOWNLOADED OR
OTHERWISE OBTAINED TROUGH THE USE OF THE SERVICE IS AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY
RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER, MOBILE PHONE OR OTHER DEVICE OR ANY LOSS OF DATA
RESULTING FROM DOWNLOADING OR OBTAINING SUCH MATERIAL.
Because some states or jurisdictions do not allow the disclaimer of
warranties, the foregoing disclaimers may not apply to you.
Limitation of Liability; SOLE AND EXCLUSIVE
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, KEY
REVOLUTION, AND ITS AFFILIATES, LICENSORS AND BUSINESS PARTNERS (COLLECTIVELY, THE
“RELATED PARTIES”), SHALL NOT
LIABLE TO YOU, UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER LEGAL
EQUITABLE THEORY, FOR:
ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL
EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, USE, DATA OR GOODWILL, ARISING OUT OF OR IN ANY
CONNECTED WITH ACCESS TO OR USE OF THE SERVICE, EVEN IF KEY REVOLUTION OR THE RELATED PARTIES
BEEN ADVISED OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES OR DAMAGES;
THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR
THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE ANY
MATERIALS, INFORMATION OR DATA MAINTAINED BY OR THROUGH YOUR USE OF THE SERVICE.
WITHOUT LIMITING THE FOREGOING, IN NO CASE SHALL THE
LIABILITY OF KEY REVOLUTION OR ANY OF THE RELATED PARTIES EXCEED ONE HUNDRED DOLLARS ($100).
Because some states or jurisdictions do not allow the exclusion or the
limitation of liability for consequential or incidental damages, in such states or jurisdictions, the
liability of Key Revolution and the Related Parties shall be limited to the fullest extent permitted by
Release and Indemnification.
You hereby agree to release Key Revolution from all
(whether direct, indirect, incidental, consequential or otherwise), losses, liabilities, costs
expenses of every kind and nature, known and unknown, arising out of a dispute between you and a
third party (including other users) in connection with the Services or any event listed on the
Service. In addition, you waive any applicable law or statute, which says, in substance:
GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE RELEASING PARTY DOES NOT KNOW OR SUSPECT TO
IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER WOULD
MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE RELEASED PARTY.”
You agree to defend, indemnify and hold Key Revolution
the Related Parties harmless from and against any and all claims, demands, liabilities damages
losses including, without limitation, reasonable attorneys’ fees, resulting from or
out of (a) your use of the Service; or (b) your breach of this ToU or any other policies that
Revolution may issue for the Service from time to time.
Governing Law; Jurisdiction. This
is governed by California law, without regard to conflict of laws
principles. The application of the United Nations Convention on Contracts for the International
of Goods is expressly excluded. You and Key Revolution agree that, except as otherwise provided in Section
20 below, the state and federal courts located in the County of Los Angeles,
will have exclusive jurisdiction of all disputes arising out of or related to this ToU or your
of the Service and agree to submit to the personal jurisdiction and venue of these courts.
Notwithstanding the foregoing, Key Revolution shall be allowed to apply for equitable remedies (including injunctions) in any
Arbitration Procedures. You and Key Revolution
agree that, except as provided in Section 18.4 below,
disputes, controversies and claims related to this ToU (each a “Claim”), shall be finally and exclusively resolved
binding arbitration, which may be initiated by either party by sending a written notice
arbitration to the other party. Any election to arbitrate by one party shall be final and
the other. The arbitration will be conducted under the Streamlined Arbitration Rules and
of JAMS that are in effect at the time the arbitration is initiated (the “JAMS Rules”) and under the terms set forth in this
In the event of a conflict between the terms set forth in this Section
20 and the JAMS Rules, the terms in this Section
20 will control and prevail.
Except as otherwise set forth in Section 20.4, you may seek any remedies available to you under federal, state or local laws in an
arbitration action. As part of the arbitration, both you and Key Revolution will have the opportunity
discovery of non-privileged information that is relevant to the Claim. The arbitrator will provide a
statement of the arbitrator’s decision regarding the Claim, the award given and the
findings and conclusions on which the arbitrator’s decision is based. The determination of whether
Claim is subject to arbitration shall be governed by the Federal Arbitration Act and determined by a
rather than an arbitrator. Except as otherwise provided in this ToU, (a) you and Key Revolution may
in court to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate or
judgment on the award entered by the arbitrator; and (b) the arbitrator’s decision shall be final,
binding on all parties and enforceable in any court that has jurisdiction, provided that any award may
challenged if the arbitrator fails to follow applicable law.
Location. The arbitration will take place in
Angeles, California, unless the parties agree to video, phone or internet connection
Limitations. You and Key Revolution agree
any arbitration shall be limited to the Claim between Key Revolution and you individually. YOU
KEY REVOLUTION AGREE THAT (a) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON
CLASS-ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES; (b) THERE IS NO RIGHT OR AUTHORITY FOR
DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY OR AS A PRIVATE ATTORNEY GENERAL;
(c) NO ARBITRATION SHALL BE JOINED WITH ANY OTHER ARBITRATION.
Exceptions to Arbitration. You and Key
Revolution agree that the following Claims are not subject to the above provisions concerning
negotiations and binding arbitration: (a) any Claim seeking to enforce or protect, or concerning
validity of, any of Key Revolution’s intellectual property rights; (b) any Claim related
or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (c)
claim for equitable relief. In addition to the foregoing, either party may assert an individual
action in small claims court for Claims that are within the scope of such court’s
in lieu of arbitration.
Arbitration Fees. If you initiate
for a Claim, you will need to pay the JAMS arbitration initiation fee. If we are initiating
arbitration for a Claim, we will pay all costs charged by JAMS for initiating the arbitration.
other fees and costs of the arbitration will be charged pursuant to the JAMS Rules.
Severability. You and Key Revolution agree that
any portion of this Section 20 is found illegal or
unenforceable (except any portion of Section 20.4), that
portion shall be severed, and the remainder of the section shall be given full force and effect.
Section 20.4 is found to be illegal or unenforceable then
neither you nor Key Revolution will elect to arbitrate any Claim falling within that portion of
Section 20.4 found to be illegal
unenforceable and such Claim shall be exclusively decided by a court of competent jurisdiction
within the County of Los Angeles, California, United States of America, and you and Key
agree to submit to the personal jurisdiction of that court.
ToU Revisions. Key Revolution
reserves the right, in its sole and absolute discretion, to make changes to the this ToU. This
may only be revised in a writing signed by Key Revolution or published by Key Revolution on the
and/or App as described in the above Section 1. The most recent
of ToU will be reflected by the “Last Modified” date noted at the top of this
No Partnership. You agree that no joint
partnership, employment, or agency relationship exists between you and Key Revolution as a
this ToU or your use of the Service.
Assignment. Key Revolution may assign its
under this ToU to any person or entity without your consent. The rights granted to you under
ToU may not be assigned without Key Revolution’s prior written consent, and any attempted
unauthorized assignment by you shall be null and void.
Severability. If any part of this ToU is
determined to be invalid or unenforceable, then that portion shall be severed, and the remainder
the ToU shall be given full force and effect.
Attorneys’ Fees. In the event any
or arbitration is brought by either party in connection with this ToU, except as otherwise
in Section 20.5, the prevailing party shall be entitled
recover from the other party all the reasonable costs, attorneys’ fees and other expenses
incurred by such prevailing party in the litigation.
No Waiver. Our failure to enforce any
of this ToU shall in no way be construed to be a present or future waiver of such provision, nor
any way affect our right to enforce the same provision at a later time. An express waiver by Key
Revolution of any provision, condition or requirement of this ToU shall not be understood as a
waiver of your obligation to comply with the same provision, condition or requirement at a later
Notices. All notices given by you or required
this ToU shall be in writing and sent to email@example.com.
U.S. Government Rights. If you are, or are
entering into this ToU on behalf of, any agency or instrumentality of the United States
the App is “commercial computer software” and “commercial computer software
documentation,” and pursuant to FAR 12.212 or DFARS 227.7202, and their successors, as
applicable, use, reproduction, and disclosure of the App are governed by the terms of this
Export Administration. You must comply with all export laws and regulations of the United States or
other country (“Export Controls”)
and you shall not export, direct or transfer any portion of the Service, or any direct product
thereof, to any destination, person or entity restricted or prohibited by the Export
Equitable Remedies. You acknowledge and
that Key Revolution would be irreparably damaged if the terms of this ToU were not specifically
enforced, and therefore you agree that we shall be entitled, without bond, other security, or
of damages, to appropriate equitable remedies with respect to breaches of this ToU, in addition
such other remedies as we may otherwise have available to us under applicable laws.
Entire Agreement. This ToU, including the
documents referenced in this ToU, constitutes the entire agreement between you and Key
with respect to the Service and supersedes any and all prior agreements between you and Key
Revolution relating to the Service.