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Terms & Conditions

Terms and Conditions

Dated: August 11, 2026

These Terms of Use (“Terms”) govern your access and use of the KeyRing LLC website (the “Website”) and the mobile application (the “App”).

Please note that these Terms constitute a binding contract between KeyRing LLC (“Company,” “We,” “Us,” or “Our”) and you. By accessing or using the Website or App, you agree to comply with these Terms. If you do not agree to the Terms, then you may not access or use the Website or the App.

CHANGES TO TERMS

We may modify these Terms at any time at our discretion. If we make material changes, we will conspicuously state that we have updated the Terms on the Website and the App or otherwise communicate with you about the changes. All changes will be effective immediately upon posting to the Website and App.

ARBITRATION NOTICE - WAIVER OF CLASS ACTIONS AND JURY TRIAL

BY USING THE WEBSITE AND APP, THE PARTIES AGREE THAT WE WILL RESOLVE ALL DISPUTES RELATED TO THE WEBSITE, THE APP OR THESE TERMS BY BINDING ARBITRATION ON AN INDIVIDUAL BASIS. THE PARTIES ALSO AGREE TO WAIVE THE RIGHT TO BRING OR PARTICIPATE IN A CLASS ACTION, MASS ARBITRATION, OR OTHER MASS PROCEEDING RELATED TO USE OF THE WEBSITE OR THE APP. THE PARTIES ALSO WAIVE THE RIGHT TO A JURY TRIAL. PLEASE SEE THE DISPUTE RESOLUTION SECTION OF THESE TERMS FOR MORE INFORMATION.

COOKIES, PIXELS, SESSION REPLAY AND OTHER TRACKING TECHNOLOGIES

WE MAY USE COOKIES, PIXELS, SESSION REPLAY, AND OTHER TRACKING TECHNOLOGIES, INCLUDING THIRD-PARTY TRACKING TECHNOLOGIES, (COLLECTIVELY, “ADTECH”) ON THE WEBSITE OR THE APP. WE USE ADTECH TO COLLECT PERSONAL INFORMATION AND PERFORM DATA ANALYTICS, TO RECORD HOW YOU INTERACT WITH THE WEBSITE AND THE APP, INCLUDING WHERE YOU DIRECT YOUR MOUSE, THE INFORMATION YOU TYPE, OTHER USER-RELATED ACTIVITIES, AND TO SERVE YOU WITH TARGETED ADVERTISING.

TERMS

1. ACCESS TO AND USE OF THE WEBSITE AND THE APP

We provide you with the ability to access and use the Website and the App, provided you comply with these Terms. The Website and the App are provided for general informational purposes. Information on this Website and the App is not intended to be relied upon for professional, legal, financial or technical advice. You are responsible for payment of charges for all Internet and communication services needed to use the Website and the App. You must be at least the age of majority in your place of residence to use the Website and the App.

Certain features or services made available through the Website or the App require a paid subscription and the creation of an account (the “Subscription Services”). If you subscribe to any Subscription Services (“Services”), your access to and use of the Services (including billing, renewals, cancellation, and account-related terms) are governed by a separate subscription agreement between you and the Company (the “Subscription Agreement”). In the event of any conflict between these Terms and the Subscription Agreement, the Subscription Agreement will control solely with respect to the Services.

2. PRIVACY POLICY

We collect certain Personal Information from and about you when you use the Website and the App. Please see our Privacy Policy for more information on how we collect, use, protect, disclose and share Personal Information.

3. INTELLECTUAL PROPERTY RIGHTS

Company and its licensors are the sole and exclusive owners of the Website, the App, and the KeyRing Content. The Website, the domain, and the App contain certain text, audio, video, graphics, charts, photographs, interfaces, icons, software, computer code, databases, trademarks, logos, slogans, names of products, documentation, and other components, including the design, selection, and arrangement of the content on the Website and the App (collectively, “KeyRing Content”).

The Website, the App, and the KeyRing Content are protected by copyright, trademark, and other intellectual property laws (“Intellectual Property Rights”). Any unauthorized use of the Website, the App, or the KeyRing Content, or the related Intellectual Property Rights belonging to the Company or its licensors, is strictly prohibited. The Website, the App, and the KeyRing Content may contain references to third-party marks and copies of third-party copyrighted materials, which are the property of their respective owners, who may or may not be sponsored by, affiliated with, or connected to the Company.

Unless otherwise noted, the Company graphics, logos, icons, and service marks are trademarks, registered trademarks, or trade dress of the Company and are protected under U.S. intellectual property laws. Company trademarks may not be used without our express written consent and must not be used in a manner that harms the trademarks, causes confusion among customers, or suggests an association with any products or services not provided by the Company.

Access to the Website and App does not confer and shall not constitute a license to anyone to use Company or any third party's Intellectual Property Rights.

4. ACCEPTABLE USE POLICY

When using the Website, the App, or the KeyRing Content, you must comply with KeyRing’s Acceptable Use Policy as described below:

  • You will not copy, modify, distribute, sell or create derivative works of the Website, the App or the KeyRing Content, except as expressly permitted in Section 3.
  • You will not use the Website, the App, or the KeyRing Content for unlawful purposes, to submit harmful, offensive, harassing, or threatening messages or communications, to violate third-party rights, or to take any actions that could expose the Company to regulatory or legal liability.
  • You may not use the Website, the App or the KeyRing Content to impersonate another person or entity or misrepresent your affiliation with the Company or with another person or entity.
  • You will only provide us with true, accurate, and complete information when you use the Website or the App.
  • You will not commit fraud or falsify data in connection with your use of the Website, the App or the KeyRing Content or act maliciously against the business interests of the Company or its affiliates.
  • You will not engage in data mining, data scraping, or similar data gathering or extraction activities or retrieve data or other content from the Website or the App. You will not access, use, or copy any portion of the Website or the App, including any of their KeyRing Content, using indexing agents, spiders, scrapers, bots, web crawlers, or other automated devices or mechanisms.
  • You will not use the Website or App to post, transmit, input, upload, or otherwise provide any software code, data, or materials that contain any viruses or malware.
  • You will not use the Website, App or KeyRing Content to develop, train, or improve any Artificial Intelligence (AI) or machine learning models.
  • You will not reverse engineer, decompile, disassemble, or otherwise attempt to discover the underlying source code, algorithms, or structure of any technology used to support the Website and the App.
  • You will not misuse the Website or the App; interfere with, disrupt, degrade, or attempt to render inoperable the Website or the App (or any related systems); use the Website or the App in any manner that is contrary to their intended purposes; or probe, scan, or test the vulnerability of the Website, the App, or any related systems without our prior written permission.
  • You will not attempt to gain unauthorized access to the Website or App, or any associated computer systems and you shall not bypass any rate limits, access controls or content gating regarding the Website or the App.
  • You may not use the Website, the App, or the KeyRing Content to develop a competitive service, website, or app or to commercially exploit the Website, the App, or the KeyRing Content.
  • You may not use the Website, the App, or the KeyRing Content to violate any applicable laws, rules, or regulations.

If you violate this Acceptable Use Policy, we reserve the right to suspend your access to the Website or the App, to block your IP address, or to take legal action to protect the Company and its Website, App, and KeyRing Content.

5. DMCA NOTICE: NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT

The Company will respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act (“DMCA”). Copyright-infringing materials found on the Website or the App can be identified and removed via our DMCA process listed below. You agree to comply with this DMCA process in the event you are involved in any claim of copyright infringement to which the DMCA may be applicable.

If you believe in good faith that your work has been copied in a way that constitutes copyright infringement, please provide Company’s copyright agent with the written information specified below. Please note that this procedure is exclusively for notifying Company that your copyrighted material has been infringed. Company does not and will not make any legal decisions about the validity of your claim of infringement or the possible defenses to a claim.

If we receive a clear and valid notice as outlined in the guidelines below, Company will respond by either removing the allegedly infringing content or blocking access to it. Company may reach out to the notice provider to request additional information.

Under the DMCA, Company is required to take reasonable steps to notify the user who posted the allegedly infringing content (“Alleged Infringer”).

The Alleged Infringer is allowed under the law to send the Company counter-notification. Notices and counter-notices are legal notices distinct from regular activities or communications on the Website or the App. We may publish or share them with third parties at our sole discretion (in addition to producing them pursuant to a subpoena or other legal discovery request).

Anyone making false or fraudulent notice or counter-notice may be liable for damages under the DMCA, including costs and attorneys' fees. Any person who is unsure of whether a particular material infringes a copyright held by such person or a third party should contact an attorney.

To file a DMCA notice, the copyright owner must send a written letter by fax, regular mail, or email only. We reserve the right to ignore a notice that is not in compliance with the DMCA, and we may, but are not obligated to, respond to a non-compliant notice.

A DMCA notice must:

  • Identify specifically the copyrighted work(s) believed to have been infringed (for example, “My copyrighted work is the picture that appears at [list location where material is located].”);
  • Identify the content that a copyright owner claims is infringing upon copyrighted work. The copyright owner must provide information reasonably sufficient to enable us to locate the item on the Website or the App. The copyright owner should provide clear screenshots of the allegedly infringing materials for identification purposes only. The information provided should be as detailed as possible;
  • Provide information sufficient to permit us to contact the copyright owner directly: name, street address, telephone number, and email (if available);
  • If available, provide information sufficient to permit us to notify the Alleged Infringer (email address preferred);
  • Include the following statement: “I have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law”;
  • Include the following statement: “I swear, under penalty of perjury, that the information in the notification is accurate and that I am the copyright owner or am authorized to act on behalf of the owner of an exclusive right that is allegedly infringed”;
  • Be signed; and
  • Be sent to our DMCA designated agent at the following address:

KeyRing LLC

Attn: DMCA Agent

51 Deforest Avenue

Summit NJ 07901

6. DISCLAIMER OF WARRANTIES

THE WEBSITE, THE APP AND THE KEYRING CONTENT ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS. To the maximum extent permitted by applicable law, Company expressly disclaims all express or implied warranties of any kind with respect to the Website, the App or the KeyRing Content, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, course of dealing or usage in the trade.

The Company does not warrant or guarantee that (a) the Website, the App, or the KeyRing Content will meet your needs, (b) the Website, the App, or the KeyRing Content will be compatible with any standards or user requirements, (c) the Website, the App, and the KeyRing Content will always be available or that the Website and App will be uninterrupted or error-free, (d) any defects in the Website, the App, or the KeyRing Content will be corrected, or (e) the Website or the App are free of viruses or other harmful conditions or components. You use the Website and the App at your own risk, and you alone are responsible for any damage to your computer hardware, software, systems, and networks from using the Website and the App.

The Company makes commercially reasonable efforts to ensure that the Website, the App and the KeyRing Content contain information that is accurate and reliable. However, we expressly disclaim, and you waive, any liability arising from errors and omissions in connection with the Website, the App or the KeyRing Content, including any inaccuracies, typographical errors, or mistakes.

7. LIMITATION OF LIABILITY

IN NO EVENT SHALL WE OR ANY OF OUR AFFILIATES, MEMBERS, MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, SERVICE PROVIDERS, PROFESSIONAL ADVISORS, LICENSORS, SUCCESSORS, OR ASSIGNS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, TREBLE, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO ANY CLAIMS FOR LOST PROFITS, LOSS OF DATA, LOSS OF GOODWILL, OR COST OF PROCURING SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE WEBSITE, THE APP, OR THE KEYRING CONTENT, OR ANY THIRD-PARTY WEBSITES LINKED TO THE WEBSITE OR THE APP.

THE ABOVE LIMITATIONS APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, RESULTING FROM THE USE OF, OR THE INABILITY TO USE, THE WEBSITE, THE APP, OR THE KEYRING CONTENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, EMPLOYEES, MEMBERS, SERVICE PROVIDERS, AGENTS OR PROFESSIONAL ADVISORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSSES OR DAMAGES RELATED TO THESE TERMS, UNDER ANY CAUSE OF ACTION OR THEORY, TO ANY AMOUNT IN EXCESS OF $100.

8. TERMS APPLICABLE TO NEW JERSEY CUSTOMERS

Any provisions of these Terms which limit remedies for (i) negligence, (ii) merchandise liability claims, (iii) the punitive damages laws, (iv) the New Jersey Uniform Commercial Code, or (v) failure to reasonably protect against harm arising from certain criminal acts of third parties (e.g., computer hacking and identity theft) are not applicable in New Jersey. Company reserves all rights, defenses, and permissible limitations under the laws of New Jersey and the laws of your state of residence.

9. INDEMNIFICATION

EXCEPT WHERE PROHIBITED BY APPLICABLE LAW, YOU AGREE TO INDEMNIFY COMPANY AND ITS AFFILIATES, MEMBERS, MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, SERVICE PROVIDERS, PROFESSIONAL ADVISORS, LICENSORS, SUCCESSORS, AND ASSIGNS AGAINST ANY THIRD-PARTY CLAIMS ARISING FROM OR RELATED TO THE USE OF THE WEBSITE, THE APP, OR THE KEYRING CONTENT IN VIOLATION OF THESE TERMS.

10. DISPUTE RESOLUTION: ARBITRATION AGREEMENT; CLASS WAIVER; WAIVER OF TRIAL BY JURY

  • WAIVER OF RIGHTS.

PLEASE READ THIS WAIVER CAREFULLY. THIS COVERS ANY DISAGREEMENT, DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATED TO THESE TERMS, YOUR USE OF OUR WEBSITE, THE APP OR THE KEYRING CONTENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE (“DISPUTE”) EXCEPT THE FOLLOWING:

ANY DISPUTE FALLING WITHIN THE JURISDICTIONAL SCOPE AND AMOUNT OF AN APPROPRIATE SMALL CLAIMS COURT MUST BE BROUGHT IN SMALL CLAIMS COURT ON AN INDIVIDUAL BASIS, AND

ANY DISPUTE SEEKING TO ENJOIN INFRINGEMENT OR OTHER MISUSE OF INTELLECTUAL PROPERTY RIGHTS MAY BE BROUGHT IN ANY COURT OF COMPETENT JURISDICTION.

EACH PARTY MAY PROCEED IN ANY DISPUTE ONLY IN THAT PARTY'S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION OR MASS ARBITRATION.

BY ENTERING INTO THIS ARBITRATION AGREEMENT, INDEPENDENT OF THE REMAINING PROVISIONS OF THESE TERMS, AND BY AGREEING TO A WAIVER OF CLASS ACTIONS OR MASS ARBITRATIONS, EACH OF US IS GIVING UP CERTAIN RIGHTS INCLUDING:

THE RIGHT TO FILE A LAWSUIT OR HAVE A JURY TRIAL. INSTEAD, WE WILL HAVE A HEARING BEFORE A NEUTRAL ARBITRATOR. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND THE DISCOVERY AND APPEAL PROCESS IS DIFFERENT.

THE RIGHT TO PURSUE CLASS ACTIONS, CLASS ARBITRATION OR MASS ARBITRATION, COLLECTIVE OR REPRESENTATIVE CLAIMS.

Good Faith Negotiations. We always prefer to resolve Disputes by negotiating in good faith. Either party may attempt to resolve a Dispute through good-faith negotiations. In the event of a Dispute, each party shall first send written notice of the Dispute, which includes the party’s name, address, email address, phone number, and a description of the relief sought (“Dispute Notice”). Within 30 days after delivery of the Dispute Notice (unless mutually agreed by the parties), the parties shall meet virtually at a mutually acceptable date and time. At no point during this time shall either party initiate litigation or arbitration, except for Disputes subject to injunctive or other equitable relief. If the parties cannot resolve the Dispute within 60 days of the Dispute Notice, either party may pursue individual arbitration proceedings as described below.

  • Mutual Arbitration Agreement

Arbitration of Individual Disputes. Any dispute that cannot be resolved through good faith negotiations must be pursued through binding arbitration on an individual basis as outlined in this section (the “Arbitration Agreement”). A single arbitrator will administer the arbitration.

AAA Proceedings. Either you or Company may bring an arbitration proceeding related to a violation of these Terms. All arbitrations shall be filed with and administered by the American Arbitration Association (“AAA”) in accordance with its Consumer Arbitration Rules (the “AAA Rules”). You may obtain instructions on how to file an arbitration with AAA by calling AAA at 1-(800) 778-7897 or online at www.adr.org, or we can assist you in contacting AAA.

Scope of Arbitrator’s Decision Making. The Parties agree that the arbitrator shall decide all Disputes and all related issues, excluding (a) issues expressly reserved for a court decision in these Terms, (b) issues that relate to the scope, validity, and enforceability of the Arbitration Agreement, class action waiver, jury waiver or any of the dispute resolution provisions of these Terms; (c) issues that relate to the arbitrability of any Dispute; (d) whether a Dispute is barred by the statute of limitations or a contractual provision in these Terms; (e) issues related to the scope, application and enforceability of the waiver provisions that are for the court to decide, or (f) whether filing of a demand for arbitration was authorized by a party. All other issues are for the arbitrator to decide.

Final and Binding Decision. The decision of the arbitrator will be final and binding and will not have precedential effect. The arbitrator shall not have the authority to award damages outside of those set forth in these Terms. Any final award or judgment may be filed and enforced in any court of competent jurisdiction. The parties will bear the costs of the arbitration in accordance with the AAA Rules. No arbitration proceeding can be consolidated or joined with any other proceeding.

Applicability of the FAA. The parties acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce, and the Federal Arbitration Act, 9 U.S.C. Sections 1–16, shall govern the interpretation, enforcement, and proceedings pursuant to this Arbitration Agreement, and not state law.

Confidentiality. The parties expressly agree that any actions taken under the Arbitration Agreement and related provisions, including but not limited to all filings, subject matter, orders, judgments, and awards made in any arbitration proceeding, are confidential and may not be disclosed to any third party.

Survival. This Arbitration Agreement provision will survive the termination of these Terms.

Mass Arbitrations. If 25 or more arbitration demands asserting the same or substantially similar claims, and seeking the same or substantially similar relief, are submitted to AAA with the assistance or coordination of the same law firm(s) or legal entities against either party (a “Mass Filing”), the parties agree (i) to administer the Mass Filing in batches of 10 demands per batch with only one batch filed, processed, and adjudicated at a time; (ii) to designate one arbitrator for each batch; (iii) to accept applicable fees, including any related fee reduction determined by AAA Rules in its discretion; (iv) that no other demands for arbitration that are part of the Mass Filing may be filed, processed, or adjudicated until the prior batch of 10 is adjudicated; (v) that fees associated with a demand for arbitration included in a Mass Filing, including fees owed by us, you, and other claimants, shall only be due after your demand for arbitration is included in a set of batch proceedings and that batch is properly designated for filing, processing, and adjudication; (vi) that the staged process of batched proceedings, with each set including 10 demands, shall continue until each demand (including your demand) is adjudicated or otherwise resolved; and (vii) to make reasonable good-faith efforts to resolve each batch of demands within 180 days, failing which any party may cease arbitration and file in a court of competent jurisdiction.

Appointment of Arbitrator for Batch Proceedings; Procedural Arbitrators. Arbitrators will be selected in accordance with the applicable AAA Rules. The arbitrator will determine the location for each batch proceeding. The Parties agree to cooperate in good faith with each other and with AAA to implement a “batch approach” to provide for an efficient resolution of claims, including the payment of combined reduced fees, set by AAA at its discretion, for each batch of demands.

The parties shall cooperate with each other and with AAA to establish any other processes or procedures that will provide for an efficient resolution of any claims. If the Parties cannot agree on a batching process, the parties agree that AAA shall appoint a procedural arbitrator. This batch arbitration provision shall not increase the number of demands necessary to trigger the applicability of AAA’s Mass Arbitration Supplementary Rules or authorize class arbitration of any kind.

Company does not agree or consent to class arbitration, mass arbitration, private attorney general arbitration, or arbitration involving joint or consolidated claims under any circumstances. The parties agree that this batching provision is critical to this Afrbitration Agreement. If the batching provision is found to be invalid, unenforceable, or illegal, then the Batch Proceedings section shall be null and void, and neither party shall be entitled to arbitrate any claim that is a part of the Mass Filing.

Mediation Following First Batch in a Mass Filing. The results of the first batch of demands will be given to a AAA mediator selected from a group of 5 mediators initially proposed by AAA. Company and the counsel for the remaining claimants have the right to strike one mediator and then rank the remaining mediators, with the highest collectively ranked mediator being selected.

The selected mediator is responsible for attempting to resolve the Dispute in the Mass Filing. The Parties will then have 90 days (the “Mediation Period”) to agree on a resolution or substantive methodology for resolving the outstanding demands. If the parties are unable to resolve the outstanding demands during the Mediation Period and cannot agree on a method of resolving them through further arbitrations, either we or any remaining claimant may opt out of the arbitration process and have the demand(s) proceed in a court of competent jurisdiction. Notice of the opt-out will be provided in writing within 60 days of the close of the Mediation Period. If neither party opts out and they cannot agree on a method for resolving the remaining demands through further arbitration, the arbitrations will continue with the batching process. Absent notice of an opt-out, the arbitrations will proceed in the order determined by the sequential numbers assigned to demands in the Mass Filing.

Opt-Out. If you wish to opt out of this Arbitration Agreement, you must provide us with your notice to opt out within 30 days of the first date you visit or use our Website or App. You must send us a letter stating: “Request to Opt-Out of Agreement to Arbitrate” to:

KeyRing LLC

Attn: Legal

51 Deforest Avenue

Summit NJ 07901

If you opt out of this Arbitration Agreement, all other parts of these Terms will still apply to you. This opt-out does not apply to the class action waiver.

Modification. If we modify this Arbitration Agreement, you may reject that change by sending us written notice within thirty (30) days of our posting of the change, in which case you must stop using the Website, the App, and the KeyRing Content.

Enforceability. IF THIS CLASS ACTION WAIVER IS DEEMED INVALID OR UNENFORCEABLE, NEITHER PARTY MAY USE ARBITRATION TO RESOLVE DISPUTES UNDER THESE TERMS, AND ALL DISPUTES WILL BE RESOLVED THROUGH LITIGATION.

Applicable Law. Delaware law applies to any arbitration under this Arbitration Agreement, but the Federal Arbitration Act governs the interpretation and enforcement of the Arbitration Agreement.

11. SPECIAL TERMS FOR APPS DISTRIBUTED THROUGH THE APPLE APP STORE OR GOOGLE PLAY STORE

Our App is currently available through the Apple App Store and Google Play (collectively, the “App Stores”). You understand that these Terms are between you and Company and not with Apple Inc. or Google LLC (each, an “App Distributor”). Company, not the App Distributor, is solely responsible for the App and the KeyRing Content. In the event that the rules and restrictions in these Terms related to your use of the App or the KeyRing Content conflict with the terms and conditions provided by the applicable App Distributor, the App Distributor’s terms shall control.

The licenses granted to you for the App in these Terms are solely for use by you on a device that utilizes the Apple iOS or Android operating system in accordance with the applicable App Distributor’s terms and conditions.

Company is solely responsible for providing any App maintenance, and you agree that the App Distributor has no obligation to provide any App maintenance and support.

Company is solely responsible for any product warranties, whether express or implied by law, to the extent not disclaimed in these Terms. In the event the App fails to conform to any applicable warranty, you may notify the App Distributor, and the App Distributor, in accordance with its terms and policies, may refund the purchase price, if any, paid for the App. To the maximum extent permitted by applicable law, the App Distributor has no other warranty obligation with respect to the App, and any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty will be Company's sole responsibility.

You and Company acknowledge that Company, not an App Distributor, is responsible for addressing any claims that you or any third party have relating to the Website, the App, the Services or the KeyRing Content, including any (1) product liability claims; (2) any claim that the App or the KeyRing Content fails to conform to any applicable legal or regulatory requirement; and (3) any claim arising under consumer protection, privacy, or similar legislation.

Company and not the App Distributor, will be solely responsible for the investigation, defense, settlement, and discharge of any third-party intellectual property infringement claims related to the use of the App and the KeyRing Content, and you must comply with applicable App Distributor terms when using the App.

You agree that the App Distributors and their subsidiaries are third-party beneficiaries of these Terms as applicable to the App and that, upon your acceptance of these Terms, each App Distributor will have the right (and will be deemed to have accepted the right) to enforce these Terms (as applicable) against you as a third-party beneficiary thereof.

12. GOVERNING LAW

Except for (a) claims subject to binding arbitration or (b) claims subject to small claims court proceedings, these Terms are governed by the laws of the state of Delaware without regard to its conflict of laws principles. Except for disputes that are subject to arbitration under these Terms, the venue for any other dispute arising under this Agreement is exclusively in the state or federal courts located in Wilmington, Delaware. You expressly agree to the exclusive jurisdiction of those courts. Any cause of action or other claim with respect to the Website, the App or the KeyRing Content must be commenced within one year after the cause of action or claim arises. The United Nations Convention for the International Sale of Goods does not apply to this Agreement.

13. THIRD-PARTY LINKS

Links to third-party websites from the Website or the App are provided solely for your convenience. Company has not reviewed each site for its content and does not endorse or make any representations about them or the information, products, materials, or software that may be obtained by using them. If you decide to access any third-party website, you do so at your own risk, and Company shall have no liability arising out of the operation or content of such third-party sites.

14. COOPERATION WITH LAW ENFORCEMENT

Company will cooperate with law enforcement if you are suspected of having violated applicable laws in connection with your use of the Website, the App or the KeyRing Content. YOU WAIVE AND HOLD COMPANY AND OUR AGENTS HARMLESS FOR ANY COOPERATION WITH, OR DISCLOSURE OF YOUR INFORMATION TO, LAW ENFORCEMENT RELATING TO YOUR SUSPECTED VIOLATION OF APPLICABLE LAWS.

15. UNAVAILABILITY OF THE WEBSITE AND APP

The Website and App may be unavailable or limited for various reasons. We shall not be liable to you or to any third party for any such unavailability of the Website, the App or the KeyRing Content, including without limitation: (a) hardware, software, server, network, or telecommunications failures, (b) severe weather, war, riot, pandemics, quarantines, fire, earthquake, strike, and labor shortages, (c) regulatory restrictions and other acts of government, (d) interruptions due to utility and power companies, and (e) interruptions due to hacking or other malicious intrusion.

16. ELECTRONIC COMMUNICATIONS

We use email and electronic means to stay in touch with users of our Website and App. You consent to receive communications from us in electronic form via the email address you submit via the Website or App and further agree that all Terms of Use, agreements, notices, disclosures, and other communications we provide to you electronically satisfy any legal requirement that such communications would satisfy if they were in writing. Communications made through email or the Website or App do not constitute legal notice to us or any of our affiliates. All legal notices hereunder shall be in writing and delivered to:

KeyRing LLC

Attn: Legal

51 Deforest Avenue

Summit NJ 07901

17. NOTICE FOR INTERNATIONAL USERS

The Website, the App, the Services, and the KeyRing Content are controlled, operated, and administered by the Company from its offices in the State of Delaware, U.S.A. Company makes no representation that the Website, the App, or the KeyRing Content are appropriate or available for use at locations outside of the United States. If you access this Website or the App from locations outside of the United States, the laws of the U.S.A. may not be as protective of your Personal Information as those of your own country of residence.

18. MISCELLANEOUS

  • Termination. If you violate these Terms in connection with the use of the Website, the App or the KeyRing Content, you are immediately prohibited from further use of the Website, the App or the KeyRing Content. Company may suspend or terminate the Website or the App, in whole or in part, at any time. Company shall not be liable to you or anyone else for any damages arising from or related to Company’s suspension or termination of your access to the Website, the App or the KeyRing Content, or in the event Company modifies, discontinues or restricts the availability of the Website, the App or the KeyRing Content (in whole or in part).
  • Assignment. We may assign our rights and delegate our duties under these Terms at any time to any party without notice to you. You may not assign your rights or delegate your duties under these Terms without our prior written consent, and any such assignment is immediately void.
  • No Third-Party Beneficiaries. Except as set forth in Section 11 with regard to the App Distributors, these Terms do not confer any rights, remedies, or benefits upon any person other than you and Company.
  • Entire Agreement. These Terms are the entire agreement between you and Company with respect to your access to and use of the Website and the App. If you subscribe to any Services, the Subscription Agreement will also apply to your access to and use of the Services. In the event of any conflict between these Terms and the Subscription Agreement, the Subscription Agreement will control solely with respect to the Subscription Services.
  • No Waiver. Our failure to enforce any provision of these Terms will not constitute a waiver of that provision or any other provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by Company.
  • Severability. If any provision of these Terms is held invalid, void, or unenforceable, that provision will be severed from the remaining provisions, and the remaining provisions will remain in full force and effect.
  • Successors and Assigns. These Terms will inure to the benefit of Company’s successors and assigns.
  • Survival. Any provisions of these Terms that are intended to survive termination (including any provisions regarding indemnification, limitation of liability, or dispute resolution) will continue in effect beyond any termination of these Terms or your access to or use of the Website, the App or the KeyRing Content.
  • Electronic Documents. These Terms and any other documentation, agreements, notices, or communications between you and Company may be provided to you electronically to the extent permissible by law. Please print or otherwise save a copy of all documentation, agreements, notices, and other communications for your reference.

19. CONTACT US

If you do not understand any of the Terms or if you have any questions or comments, we invite you to contact the Company with questions or comments regarding these Terms at:

KeyRing LLC

Attn: Legal

51 Deforest Avenue

Summit NJ 07901