Terms of Service

These Terms of Service ("Terms") are a binding agreement between KeyCustody, Inc. ("KeyCustody," "we," "us," or "our") and the individual or organization that accesses or uses the KeyCustody website at keycustody.io or the KeyCustody product at app.keycustody.io (together, the "Services"). By accessing or using the Services, or by clicking to accept, you agree to these Terms. If you are agreeing on behalf of an organization, you represent that you are authorized to bind it, and "you" refers to that organization.

If a signed written agreement (for example, a Master Subscription Agreement or Order Form) exists between you and KeyCustody, that agreement governs and controls over any conflicting term here.

1. The Services

KeyCustody is a multi-tenant, business-to-business system of record for tracking physical keys, codes, and combinations and the custody of physical access. The Services are not cryptographic key management, password management, or crypto-asset custody, and must not be relied upon as such.

2. Accounts and eligibility

You must provide accurate registration information and keep it current. You are responsible for your account, for the acts and omissions of your authorized users, and for maintaining the confidentiality of credentials. Access is invitation- and role-based; you must promptly deactivate users who should no longer have access. You must be at least the age of majority in your jurisdiction and not barred from receiving the Services under applicable law.

3. Subscriptions, fees, and billing

• Plans and fees. Paid Services are billed according to the plan or Order Form you select. Standard plans and fees are described on our Pricing page; custom and enterprise pricing is set out in an Order Form.
• Billing and renewal. Unless otherwise stated, subscriptions are billed in advance on a recurring basis and automatically renew for the same term until cancelled. Payments are processed by our payment provider, Stripe; you authorize recurring charges to your payment method.
• Taxes. Fees are exclusive of taxes; you are responsible for applicable taxes other than taxes on our income.
• Changes. We may change fees for a renewal term with at least 30 days' prior notice.
• Refunds. Except as required by law, fees are non-refundable.
• Non-payment. We may suspend Services for overdue amounts after reasonable notice.

4. Trials, demos, and beta features

We may offer trials, demonstrations, or features identified as beta or preview. These are provided "as is," may be modified or discontinued at any time, and may be subject to additional terms. Data entered during a trial may be deleted if you do not subscribe.

5. Customer Data and ownership

As between the parties, you own all data and content you or your users submit to the Services ("Customer Data"). You grant us a limited, non-exclusive license to host, copy, process, transmit, and display Customer Data solely to provide, secure, and support the Services and as otherwise permitted in these Terms and our Privacy Policy and DPA. You are responsible for the accuracy and legality of Customer Data and for having the rights and permissions needed to submit it.

6. Acceptable use

You agree not to, and not to permit any user to:

• use the Services in violation of law or third-party rights;
• upload malware or attempt to disrupt, probe, or gain unauthorized access to the Services or other tenants' data;
• reverse engineer, decompile, or attempt to derive source code, except to the extent permitted by law;
• resell, sublicense, or provide the Services to third parties except as expressly permitted;
• circumvent usage limits, security, or access controls; or
• use the Services to store or manage information the Services are not designed for, or in a manner that creates unreasonable safety or security risk.

7. Security and privacy

We maintain administrative, technical, and organizational safeguards designed to protect the Services and Customer Data, as further described in our Privacy Policy and DPA. You are responsible for configuring roles, permissions, and access appropriately for your organization and for your users' handling of credentials and sensitive information.

8. Confidentiality

Each party may access the other's non-public information ("Confidential Information"). The receiving party will use it only to perform under these Terms, protect it with reasonable care, and not disclose it except to personnel and advisors bound by confidentiality. This section does not apply to information that is public, independently developed, or rightfully received from a third party.

9. Intellectual property; feedback

The Services, software, and all related content, design, and marks are owned by KeyCustody or our licensors and are protected by intellectual-property laws. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable right to access and use the Services during your subscription. If you provide feedback or suggestions, you grant us a perpetual, royalty-free license to use them without restriction.

10. Third-party services

The Services may interoperate with third-party products (for example, authentication or payment providers). We are not responsible for third-party products, and your use of them is governed by their terms.

11. Warranties and disclaimers

We will provide the Services with reasonable skill and care. Except as expressly stated, the Services are provided "as is" and "as available," and we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Services will be uninterrupted, error-free, or that they will meet every requirement. The Services are a record-keeping tool and are not a substitute for physical security measures or professional judgment.

12. Limitation of liability

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenues, data, or goodwill. Each party's total aggregate liability arising out of or relating to these Terms will not exceed the fees paid or payable by you to KeyCustody in the 12 months before the event giving rise to the claim. These limits do not apply to your indemnification obligations, a party's breach of its confidentiality obligations, infringement or misuse of the other party's intellectual property, or amounts owed for the Services.

13. Indemnification

You will defend and indemnify KeyCustody against third-party claims arising from your Customer Data or your use of the Services in violation of these Terms or law. We will defend and indemnify you against third-party claims alleging that the Services, as provided by us and used in accordance with these Terms, infringe a third party's intellectual-property rights; this obligation does not apply to claims arising from Customer Data, from combinations with non-KeyCustody products, or from use in violation of these Terms. The indemnifying party's obligations are conditioned on prompt notice, sole control of the defense, and reasonable cooperation.

14. Term, suspension, and termination

These Terms apply while you use the Services or have an active subscription. Either party may terminate for material breach not cured within 30 days of notice. We may suspend access to address a security risk, legal requirement, or non-payment. On termination, your right to use the Services ends and, subject to legal-hold requirements, Customer Data is deleted or made available for export within 30 days. Sections intended to survive (including ownership, confidentiality, disclaimers, liability limits, and indemnities) survive termination.

15. Modifications

We may update the Services and these Terms. For material changes to these Terms, we will provide notice (for example, by posting the updated version with a new date or by email). Changes take effect on the stated date; continued use after that date constitutes acceptance.

16. Governing law and dispute resolution

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules, and the U.N. Convention on Contracts for the International Sale of Goods does not apply.

• Informal resolution. Before initiating a formal proceeding, the parties will try in good faith to resolve any dispute by contacting hello@keycustody.io and negotiating for at least 30 days.
• Binding arbitration. Any dispute not resolved informally will be finally settled by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, before a single arbitrator, seated in Delaware and conducted in English. Judgment on the award may be entered in any court of competent jurisdiction.
• Class-action waiver. Disputes will be resolved only on an individual basis. The parties waive any right to bring or participate in a class, collective, or representative action.
• Exceptions. Either party may bring an individual claim in small-claims court, or seek injunctive or equitable relief in the state or federal courts located in Delaware to protect its intellectual property or Confidential Information; the parties consent to the exclusive jurisdiction and venue of those courts for such matters.

17. Compliance

Each party will comply with applicable laws in performing under these Terms, including export control, sanctions, and anti-corruption laws. You represent that you and your users are not subject to sanctions or located in an embargoed region.

18. General

These Terms, together with any Order Form, the Privacy Policy, and DPA, are the entire agreement on their subject matter. If any provision is unenforceable, the rest remains in effect. Neither party may assign these Terms without the other's consent, except to an affiliate or successor in a merger or sale of substantially all assets. Failure to enforce a provision is not a waiver. Neither party is liable for delays caused by events beyond its reasonable control (force majeure). Notices will be sent to the contact on file or to hello@keycustody.io.

19. Contact

Questions about these Terms? Email hello@keycustody.io. Our postal address is available on request.