Last updated May 6, 2016
1. General Terms of Service; Acceptance
(b) Company may modify this Agreement at any time, and each such modification will be effective upon its posting on the Service. Material modifications will only apply prospectively. Your continued use of the Service following any modification, including, without limitation, logging into your Account (as defined) constitutes your agreement to be bound by and to abide by this Agreement as modified. Accordingly, please review this Agreement regularly. You can review the most current version of this Agreement at any time at http://www.keypr.com/terms
(a) The Service is comprised of the website (www.keypr.com), the mobile application (which may be downloaded from the App Store), the in-room tablet (including all company applications thereon), room marquee, keyless entry and other company provided services. The mobile application may not be available for use on all mobile devices or operating systems. Click [here] for a list of compatible devices. Your use of the Service is, in addition to these Terms, subject to any terms of occupancy with the hotel where you are staying or your lease agreement at a multi-unit dwelling, as applicable. If an in-room tablet is damaged, stolen or otherwise lost during your stay or other occupancy, you may be liable to pay a damage/replacement fee. Where available, Company offers registered users of the Service the ability to access their rooms using Company’s mobile application on supported mobile devices as a digital key. This keyless entry functionality is not available at all locations. In addition to these terms, the issuance to and/or use by a guest of keyless entry (including any key sharing, if enabled) is subject to a hotel’s terms of occupancy and other policies in the hotel’s sole and absolute discretion.
(b) Services Changes; Discontinuation. Company may change or discontinue temporarily or permanently any or all of the Service at any time with or without notice. You agree that Company will not be liable to you or any third party for any modification to or discontinuance of the Service.
(c) Service Limitations. Company cannot always anticipate technical or other operational difficulties which may result in loss of data, personalization settings or other service interruptions. You agree that the Service, including services of Company’s hotel and multi-unit dwelling partners, third-party service providers, if any, are provided “AS IS” and “AS AVAILABLE”. Neither Company nor its hotel/multi-unit dwelling partners or third-party service providers assume any responsibility for the timeliness, deletion or failure to deliver or store any data, communications or personalization settings. Please refer to Sections 4(a) and (b) below for full details.
(e) Third Party Sites; Advertisers. The Service may provide you with links or other opportunities to use certain sites, services, products, applications or content offered by or through Company’s third-party providers, including, without limitation, advertisers, content providers, hotel and multi-unit dwelling partners, and e-commerce providers (each, a “Third-Party Service”). Your use of any Third-Party Service is subject to the terms and conditions associated with such Third-Party Service. Company does not own or control any Third-Party Service and is not responsible for any Third-Party Service or for the contents thereof, including, without limitation, any links that may be contained in or accessible through Third-Party Service. Company does not endorse any Third-Party Service or any products, content or communications linked to or accessible from the Service. You agree that you are wholly responsible for making your own independent judgment regarding your use of or interaction with any Third-Party Service.
3. GENERAL RULES
For the benefit of all Users, and to comply with applicable laws, Company has instituted certain general rules, which rules Company will construe in its sole discretion. Because a violation of these rules may be grounds for immediate termination of your right to use the Service or other remedial actions by Company, please carefully read and follow them:
(a) Account Registration; Provide Accurate Information.
You agree to provide true, accurate, current and complete information about yourself as requested in the Service registration forms (the “Registration Data”). You agree to update the Registration Data to keep it current and accurate. If you choose to use language (i.e. a user name) that, in Company’s sole discretion, is obscene, indecent, offensive, or abusive or that might otherwise be objectionable or inappropriate, we reserve the right without prior notice to you to delete or change the offending language. By accessing or using the Service, you represent and warrant that you are not prohibited from receiving products of U.S. origin, including services or software.
(b) Guard Your Password; Use of Your Account. As part of completing the registration process, you will create and set a password. You are responsible for maintaining the confidentiality of your password and account, and you are fully responsible for all activities that occur under your password or account. In the event of any unauthorized use of your password or account or any other breach of security, you must notify Company immediately and promptly change your password. In order to change your password, please navigate to “Settings” and then “Password” in the mobile application and follow the instructions. When using Company’s mobile app, we may also require you to create a personal identification number (“PIN”) in order to access the application after you have logged in with your password.
(c) Obey the Law; Limitations on Use. You agree to use the Service only for purposes permitted by these Terms and any applicable law, regulation or generally accepted practices in the applicable jurisdiction. Company reserves the right to modify or impose any limitation on the use of the Service at any time in its sole discretion.
(d) Permitted Use of Content. The content included in the Service, including all website design, text, graphics, photos, audio, video, the selection and arrangement thereof, and all software that is part of the Service (collectively, the “Content”) is owned or licensed by Company and/or its licensors. All Content is made available to you for your personal, non-commercial use and may be stored [or accessed] on a computer or mobile device only for such use. The Content is protected by copyrights, trademarks, service marks, patents and other proprietary rights, legal and otherwise. Publication, sale, redistribution in any form or medium, as well as modification of or use of the Content except as expressly permitted by Company in writing is strictly prohibited. Company hereby grants you a limited, revocable, nonsublicensable license to access and display the Content (excluding any software code) solely for your personal, non-commercial use in connection with viewing the and using the Service. Except as provided in this Agreement or as explicitly allowed on the Service, you may not copy, download, stream capture, reproduce, duplicate, archive, upload, modify, translate, publish, broadcast, transmit, retransmit, distribute, perform, display, sell or otherwise use any Content appearing on or through the Service.
(e) Restrictions on Use of Content. Except as explicitly and expressly permitted by the Company, you are strictly prohibited from creating works or materials (including but not limited to fonts, icons, link buttons, wallpaper, desktop themes, on-line postcards, montages, mash-ups and similar videos, greeting cards and unlicensed merchandise) that derive from or are based on the Content. This prohibition applies regardless of whether the derivative works or materials are sold, bartered or given away. You may not either directly or through the use of any device, software, internet site, web-based service or other means remove, later, bypass, avoid, interfere with, or circumvent any copyright, trademark, or other proprietary notices marked on the Content or any digital rights management mechanism, device, or other content protection or access control measure associated with the Content. Furthermore, you may not create, recreate, distribute or advertise an index of any significant portion of the Content unless authorized by Company. You may not build a business utilizing the Content, whether or not for profit.
(f) Proprietary Rights. You acknowledge and agree that Company and/or its licensors own all legal right, title and interest in and to the Service, and any software provided to you as a part of and/or in connection with the Service, including, without limitation, any and all intellectual property rights that exist therein, whether registered or not, and wherever in the world they may exist. You further agree that the Service (including any software contained therein, or any other part thereof) contains proprietary and confidential information that is protected by applicable intellectual property and other laws.
(g) Limits on Use of the Service. You agree not to engage in any of the following: (i) use any automated means, including, without limitation, agents, robots, scripts, or spiders, to access, monitor, data scrape, copy or transfer any part of the Service or the Registration Data or other data of any User (whether individually or in the aggregate); (ii) probe, scan or test the vulnerability of the Service, or breach the security or authentication measures on the Service; (iii) reverse look-up, trace or seek to trace any information on any other User of the Service, including, without limitation, any Company account not owned by you to its source, or exploit the Service in any way where the purpose is to reveal any information, including, without limitation, personal identification or information other than your own information as provided for the Service; (iv) take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Service; (v) use any device, software or routine to interfere or attempt to interfere with the proper working or authorized uses of the Service or with any other person’s use of the Service; (vi) forge headers or otherwise manipulate identifiers in order to disguise the origin of any message transmittal you send to the Service; and (vii) impersonate any other individual or entity or misrepresent your identity or your affiliation with another individual or entity.
(h) Downloads. Any material or software downloaded through or for the use of the Service is done at your own discretion and risk, and Company will not be responsible in any way for any damage to your computer system or mobile device, or for any loss of data that results from the download of any such material. No advice or information, whether oral or written, obtained by you from the Service or Third-Party Service will create any warranty not expressly stated. Software downloaded through or for the use of the Service will be subject to your prior acceptance of the terms of any end-user agreements or other terms and conditions required for use of such software. Software available in connection with the Service is further subject to United States export controls. No Software may be downloaded from the Service or otherwise exported or re-exported in violation of U.S. export laws.
(i) Account Access. You agree that Company representatives will have access to your account and records as necessary to investigate complaints and to ensure that Company is able to provide high-quality services that are responsive to Users’ needs.
(j) Age Requirement. You must be 18 years of age or older to use the Service, If you are between the ages of 13 and 17, you may use the Service only with involvement of a parent or guardian. Company reserves the right to refuse service, terminate accounts, remove or edit content, or cancel orders in their sole discretion. Parents and legal guardians should supervise their children’s use of the Service and communicate regarding appropriate materials for use and viewing by their children. Note to parents: If you have any concerns about the Service, please contact us email@example.com.
4. Other Terms
(a) Disclaimer of Warranties. You understand and expressly agree that:
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, AS SUCH, TO THE EXTENT SUCH EXCLUSIONS ARE SPECIFICALLY PROHIBITED BY APPLICABLE LAW, SOME OF THE EXCLUSIONS SET FORTH BELOW MAY NOT APPLY TO YOU.
YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. COMPANY, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, LICENSORS AND THIRD-PARTY SERVICES (COLLECTIVELY, THE “COMPANY PARTIES”) EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE COMPANY PARTIES MAKE NO WARRANTY THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS, (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS, (V) THAT YOUR MESSAGES, DATA OR INFORMATION, IN WHATEVER FORM OR MEDIUM, WILL NOT BE LOST, AND (VI) ANY ERRORS WILL BE CORRECTED. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR WIRELESS DEVICE OR FOR ANY LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ANY COMPANY PARTY, OR THROUGH OR FROM THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE USER AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN SUCH JURISDICTIONS, LIABILITY OF THE COMPANY PARTIES WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. TO THE EXTENT ANY PORTION OF THIS DISCLAIMER OF WARRANTIES IS INCONSISTENT WITH ANY OTHER PORTION OF THIS AGREEMENT, THIS DISCLAIMER OF WARRANTIES WILL CONTROL.
(b) Limitation of Liability. You understand and expressly agree that:
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, AS SUCH, TO THE EXTENT SUCH EXCLUSIONS OR LIMITATIONS ARE SPECIFICALLY PROHIBITED BY APPLICABLE LAW, SOME OF THE EXCLUSIONS OR LIMITATIONS SET FORTH BELOW MAY NOT APPLY TO YOU.
FOR ANY DISPUTE YOU MAY HAVE WITH THE COMPANY OR A COMPANY PARTY, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE YOUR USE OF THE SERVICE. THE COMPANY PARTIES WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE COMPANY PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (I) THE USE OR INABILITY TO USE THE SERVICES; (II) THE COST OF GETTING SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY PRODUCTS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANYONE ON THE SERVICES; OR (V) ANY OTHER MATTER RELATING TO THE SERVICES. IF, NOTWITHSTANDING THE OTHER PROVISIONS OF THIS AGREEMENT, ANY COMPANY PARTY IS FOUND TO BE LIABLE TO YOU FOR ANY DAMAGE OR LOSS WHICH ARISES OUT OF OR IS ANY WAY CONNECTED TO YOUR USE OF THE SERVICES, LIABILITY OF THE COMPANY PARTIES SHALL IN NO EVENT EXCEED THE TOTAL OF AMOUNT PAID BY YOU UNDER THIS AGREEMENT OR $100.00, WHICHEVER IS LESS.
(c) Indemnification. You agree to defend, indemnify and hold the Company Parties harmless from any claim or demand, including reasonable attorneys’ fees, made by a third party, relating to or arising from: (a) your use of the Service; (b) any violation by you of these Terms; or (c) your violation of any rights of another. This obligation shall survive the termination or expiration of these Terms and/or your use of the Service.
(d) Copyright Infringement. If you believe that content you own has been used on the Service in a way that violates your copyright or other intellectual property rights, please provide Company’s Copyright Agent the following information:
(i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
(ii) a description of the copyrighted work or other intellectual property that you claim has been infringed;
(iii) a description of where the material that you claim is infringing is located on the site;
(iv) your address, telephone number, and email address;
(v) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law; and
(vi) a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
Company’s Designated Agent for Notice of claims of copyright or other intellectual property infringement can be reached as follows:
c/o Project Cloudkey Inc. d/b/a KEYPR
600 Wilshire Blvd., Suite 700
Los Angeles, CA 90017
By facsimile: (818) 851-7968
By email: firstname.lastname@example.org
Governing Law; Arbitration of Disputes; Class Actions. This Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding its conflicts of laws principles. Except as hereinafter provided, any claim, dispute or controversy (whether based upon contract; tort, intentional or otherwise; constitution; statute; common law; or equity) arising from or relating to the Agreement or the relationships which result from this Agreement, including the existence of the Agreement as between You and Company or the validity or enforceability of this arbitration provision, any part thereof or the entire Agreement (“Claim”), shall be decided by binding arbitration in Los Angeles, California in accordance with the provisions of the Federal Arbitration Act, 9 U.S.C. §§1-16, as amended (the “Federal Arbitration Act”), to the exclusion of state laws inconsistent therewith. It is the intent of You and Company to require Claims to be submitted to arbitration on an individual basis only. CLAIMS SUBJECT TO THIS ARBITRATION PROVISION MAY NOT BE JOINED OR CONSOLIDATED IN ARBITRATION WITH ANY CLAIM OF ANY OTHER PERSON OR BE ARBITRATED ON A CLASS BASIS, IN A REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC OR ON BEHALF OF ANY OTHER PERSON, UNLESS OTHERWISE AGREED TO BY THE PARTIES IN WRITING. The arbitration shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures (“Rules”), except to the extent they conflict with the express provisions of this paragraph. A single independent arbitrator shall conduct the arbitration. The parties shall endeavor to select the independent arbitrator by mutual agreement. If such agreement cannot be reached within thirty (30) days after a dispute has arisen which is to be decided by arbitration, the selection of the arbitrator shall be made in accordance with the Rules as then in effect. The arbitrator may, in his/her discretion, award to any party specific performance or injunctive relief (the foregoing is not intended to limit Company’s access to the courts to the extent provided below). The arbitrator may not change, modify, or alter any express condition, term, or provision of this Agreement or the extent the scope of their authority is expressly limited. Except as provided in the Federal Arbitration Act, the arbitration award will be final and binding upon the parties and no appeal of any kind may be taken. Judgment may be entered thereon in any court having jurisdiction thereof. Each party shall be entitled to inspect and obtain a copy of non-privileged relevant documents in the possession or control of the other party. All such discovery shall be in accordance with procedures approved by the arbitrator. Unless otherwise provided in the award, each party shall bear its own costs of discovery. The parties shall bear equally the cost of the arbitration, except that the prevailing party shall be entitled to an award of reasonable attorneys’ fees incurred in connection with the arbitration in such an amount as may be determined by the arbitrator. The statute of limitations applicable under California law to the commencement of a lawsuit shall apply to the commencement of arbitration hereunder. Anything in the foregoing paragraph to the contrary notwithstanding, Company may seek injunctive relief in any court having jurisdiction over the parties to enjoin or prevent any action you take or threaten to take in violation of this Agreement.
(f) Notices. Company may give you notice of certain events from time to time as required by state or federal law or as otherwise necessary. You hereby acknowledge and consent that such notices will be effective upon, at Company’s election, Company’s posting them on the Service or delivering them to you through email if you have provided Company with your accurate email address. Direct notices to Company as follows:
Project Cloudkey Inc. d/b/a KEYPR
600 Wilshire Blvd., Suite 700
Los Angeles, CA 90017
Attn: Legal Dept.
Email – email@example.com
(g) Submissions. Company will not knowingly accept unsolicited submissions including, without limitation, submissions of drawings, information, suggestions, ideas or concepts. Per company policy, Company will delete any such submission without reading it. Accordingly, any similarity between an unsolicited submission and element(s) in any Company work or concept is purely coincidental. However, any unsolicited submission sent to Company via the Service will be Company’s property and may be used, copied, sublicensed, adapted, transmitted, distributed, publicly performed, published, displayed or deleted in Company’s sole discretion. You agree that you are not entitled to any compensation, credit or notice whatsoever and that by sending an unsolicited submission you waive the right to make any claim against Company, its parents or affiliates relating to unsolicited submissions, including, without limitation, unfair competition, breach of implied contract or breach of confidentiality.
(h) Employment Opportunities. Company may, from time to time, post Company employment opportunities on the Service and/or invite users to submit resumes to it. If you choose to submit your name, contact information, resume and/or other personal information to Company in response to employment listings, you are authorizing Company to utilize this information for all lawful and legitimate hiring and employment purposes. Company also reserves the right, at its sole discretion, to forward the information you submit to its affiliated companies for legitimate business purposes. Nothing in this Agreement or contained in the Service will constitute a promise by Company to contact, interview, hire or employ any individual who submits information to it, nor will anything in this Agreement or contained in the Service constitute a promise that Company will review any or all of the information submitted to it by Users of the Service.
(i) Mobile Phone/Interactive Device Safety. Company urges you to never use your mobile phone, tablet or other interactive device to access or use the Service while operating a car or other motorized vehicle or in any other situation where accessing or using the Service is unsafe, and you expressly agree, as a condition of your use of the Service, that you will not do so. YOU EXPRESSLY UNDERSTAND AND AGREE THAT COMPANY SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INJURY, DIRECT OR INDIRECT DAMAGES OR ANY OTHER LOSS THAT YOU MAY SUFFER OR INCUR AS A RESULT OF USING THE SERVICE WHILE OPERATING A CAR OR OTHER MOTORIZED VEHICLE OR IN ANY OTHER SITUATION WHERE ACCESSING THE SERVICE IS UNSAFE TO YOU OR ANY THIRD PARTY.
(j) Notice to California Residents
Under California Civil Code Section 1789.3, California residents are entitled to the following specific consumer rights information: The provider of this Site is Project Cloudkey Inc. d/b/a KEYPR located at 600 Wilshire Boulevard, Suite 700, Los Angeles, CA 90017, (844) GO-KEYPR (844-465-3977). To file a complaint regarding the Site or to receive further information regarding use of the Site send a letter to the attention of the Legal Affairs Department at the above address. You may also contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs in writing at 400 R Street, Suite 1080, Sacramento, California 95814, or by telephone at (916) 445-1254 or (800) 952-5210.