Terms of Use

Terms of Use

Welcome to the KeyNexus website (the “Site”). KeyNexus is a division of Dark Matter Labs Inc. The following terms and conditions (“Terms”) exclusively govern your use of the Site and constitute the entire agreement between you or the third party company user who you represent, and KeyNexus. Please read these Terms carefully because your use of the Site, other than to review these Terms, signifies your consent to be bound by and to comply with these Terms. If you do not agree to these Terms, you should not access or use the Site. If you are using this Site on behalf of a third party user such as a company, you personally represent and warrant to KeyNexus that you have full right and authority to bind the third party user to these Terms, and that these Terms are binding upon and enforceable against the third party user. The party using the Site is referred to herein as the “user”, and it is an express pre-condition to the use of this Site that users agree to be bound by the terms hereof. The purchase and use of KeyNexus products and services, including products and services accessed or obtained through the Site, are subject to separate terms and conditions.

Limited License to Use

Subject to user’s compliance with these Terms, KeyNexus grants to user a limited, personal, non-exclusive, non-transferable license to access the Site and to use the information contained on the Site solely for the purpose of viewing and downloading information for personal review and providing information to the Site.

KeyNexus reserves the right at any time, and from time to time, to revise these Terms by updating the Site. Accordingly, users should review these Terms each time that this Site is accessed because by visiting the Site user agrees to accept any such revisions. KeyNexus further reserves the right at any time in its sole discretion, for any reason or for no reason, with or without notice, and without liability: (i) to modify the products and services described and/or offered on the Site; (ii) to revise, suspend or terminate any aspect of the Site, including any policies contained on the Site; (iii) to impose rules and limits on the use of the Site, and/or (iv) to limit or terminate user’s access to all or any part of the Site.

Prohibited Uses

The Site may be used only for lawful purposes, and all interactions on this Site must comply with these Terms. Misuse or unauthorized use of the Site, KeyNexus’ network and systems, or of any information, images or other materials on the Site is strictly prohibited and KeyNexus reserves the right, at its sole discretion and without liability, to immediately suspend or terminate access to or use of the Site if KeyNexus reasonably believes user is in violation of these Terms. Without limiting the generality of the foregoing, KeyNexus specifically prohibits the use of the Site or any content contained on the Site for any of the following purposes: (i) engaging in conduct that would constitute a criminal or quasi-criminal offence, that would give rise to civil liability, or that would otherwise violate any applicable local, provincial, state, federal or international law or accepted Internet protocol; (ii) posting or uploading information that is inaccurate, incomplete, false or libellous; (iii) communicating, transmitting, uploading or posting material that is protected by copyright, trade mark or trade secret, or which infringes upon the intellectual property rights of any other party, unless permission to use the material has first been obtained; (iv) communicating, transmitting, uploading or posting material that infringes the privacy rights of any other party, unless permission to so use the material has first been obtained; (v) communicating, transmitting, uploading or posting material that is obscene, vulgar, pornographic, abusive, defamatory, threatening, racist, sexist or otherwise objectionable; (vi) attempting to interfere with KeyNexus’ data, network or network security; (vii) advertising, soliciting or otherwise promoting the sale or other distribution of products or services, including products or services that compete with those offered on the Site, without KeyNexus’ consent; (viii) filing, undertaking or pursuing any claims, proceedings, suits or actions against KeyNexus, its officers, directors, employees or representatives; (ix) using or attempting to use the Site to gain unauthorized access to any other party’s data or network; or (x) otherwise using the Site in a manner that could, in KeyNexus’ opinion, adversely affect the ability of other users to use the Site or the Internet, including the posting or transmitting of information or data containing worms, viruses, Trojan horses or other disruptive components.

Proprietary Rights

KeyNexus is the owner or authorized user of all intellectual property rights, including copyright, in and to any products, services, information and materials contained on, or licensed or sold through the Site, as well as any images, designs, photographs, videos, music and other sounds, trademarks, tradenames, trade dress, product names, service marks, logos and the like, registered or unregistered, which appear on the Site, including their selection, arrangement and coordination. The entire contents of the Site is protected as a collective work under Canadian, US and international copyright laws. Except as expressly provided in these Terms, user may link to the Site but may not use, copy, download, post, display, scrape, rent, lease, loan, sell, publish, distribute, modify or create derivative works of any information, materials, images, trademarks or other intellectual property on the Site without KeyNexus’ express prior written consent. Consent may be subject to additional terms. Trademarks appearing on the Site are licensed or owned by KeyNexus or their respective owners, and will not be deemed to be in the public domain.

KeyNexus provides certain information for downloading from the Site as a service to its customers, exclusively for their personal use. User is granted permission to use, download, print or save these materials for personal use only in connection with the selection and purchase of products and services, provided that these materials are not modified and that all copyright and other proprietary rights notices contained in or on those materials are retained. Any other use of such materials is strictly prohibited, and users do not obtain any ownership rights in the materials. Further, certain downloadable files from this Site may be the property of third parties. Such files will be identified accordingly, and you acknowledge that KeyNexus supplies these files to users as a service subject to these Terms. Nothing contained herein shall be construed as a grant by KeyNexus or by the third party owner of the files of any proprietary rights in the files or related materials.

Limited Warranties

THE SITE IS PROVIDED “AS IS”. Information contained on the Site is provided by KeyNexus as a convenience only. KeyNexus will use reasonable efforts to keep the Site operational 24 hours per day, 7 days per week, but does not represent that there will not be both planned and unplanned downtime. User understands that access to the Site may be delayed, interrupted, suspended or terminated from time to time and KeyNexus will have no liability for such delays, interruptions, suspensions or terminations, or any lost or inaccessible data or any other losses, costs or damages, whether or not due to the fault of KeyNexus. While KeyNexus uses reasonable efforts to include only accurate and up-to-date information on the Site, user acknowledges that inaccuracies, including typographical errors, may occur from time to time.

KEYNEXUS EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS, WARRANTIES, CONDITIONS AND ENDORSEMENTS OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO INFORMATION, DOCUMENTATION AND OTHER MATERIALS ACCESSED FROM OR THROUGH THE USE OF THE SITE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OR REPRESENTATIONS CONCERNING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ACCURACY, RESULTS, COMPLETENESS, DURABILITY, TITLE, NON-INFRINGEMENT, USEFULNESS OR UNINTERRUPTED ACCESS. FURTHER, KEYNEXUS DOES NOT WARRANT THAT THE SITE WILL BE SECURE, UNINTERRUPTED OR ERROR FREE, OR THAT ANY DEFECTS WILL BE CORRECTED, NOR DOES IT WARRANT THAT THE SITE WILL SATISFY ALL EXPECTATIONS OR USER REQUIREMENTS. IF USER IS DISSATISFIED WITH THE SITE OR ITS CONTENTS, USER’S ONLY REMEDY IS TO DISCONTINUE USE OF THE SITE.

Equipment

User is solely responsible for obtaining, maintaining and paying for all telecommunications, computer hardware and other equipment and services required to access and use the Site. Use of the Site is solely at user’s own risk. KeyNexus assumes no responsibility and shall not be liable for any damage to, or viruses that may infect a user’s software, computer equipment or other property as a result of user’s access to, use, or browsing of the Site, or from downloading any materials, data, text, images, video or audio from the Site.

No KeyNexus Liability for Third Party Content

KeyNexus is a distributor, and not a publisher, of any content supplied by any third parties users of the Site. KeyNexus does not have editorial control over any such third party content. Advice, opinions, representations, statements, comments, ratings, criticisms, services or other information or content expressed or made available by third parties (“Third Party Content”) are those of the respective third party author or distributor and not of KeyNexus, and KeyNexus does not endorse and expressly disclaims any liability in respect of such Third Party Content. User is solely responsible for determining the accuracy, completeness, legitimacy, legality and usefulness of any Third Party Content, and user’s reliance upon any such Third Party Content.

This Site may contain hyperlinks to other web sites (“Linked Sites”) that have been developed by parties other than KeyNexus and/or which are not under the control of KeyNexus. KeyNexus provides hyperlinks to the Linked Sites as a convenience only, and their inclusion does not imply warranties, representations, endorsements, approvals, verification or investigation by KeyNexus or its agents of the Linked Sites, or of any products or services offered on or through the Linked Sites. Further, KeyNexus is not responsible for the content of the Linked Sites, and is not acting as a publisher or disseminator of information or materials contained on any Linked Site or any hyperlink contained on a Linked Site. User acknowledges that the use of Linked Sites may be subject to terms and conditions contained in those Linked Sites, and user agrees to assume sole responsibility for user’s use of any Linked Site.

Disclaimer, Limitation of Liability and Indemnity

IN NOT EVENT WILL KEYNEXUS, ITS AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR REPRESENTATIVES, OR ANY OTHER PARTY INVOLVED IN CREATING OR DELIVERING THE SITE, BE LIABLE TO USER OR TO ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DMAGES, LOSSES OR CAUSES OF ACTION OF ANY KIND (WHETHER IN CONTRACT, TORT OR OTHERWISE) ARISING FROM OR IN CONNECTION WITH THE USE OF, THE INABILITY TO USE, OR THE PERFORMANCE OF THE SITE OR ANY CONTENT OR LINKED SITES ON OR ACCESSED THROUGH THE SITE INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS, OR LOST BUSINESS, DATA OR SALES, OR ANY OTHER TYPE OF DAMAGE, TANGIBLE OR INTANGIBLE, EVEN IF KEYNEXUS HAD BEEN ADVISED OF, OR SHOULD HAVE REASONABLY FORESEEN THE POSSIBILITY OF SUCH DAMAGE.  ALL CLAIMS MUST BE BROUGHT WITHIN SIX MONTHS OF THE OCCURRENCE OF THE CAUSE OF ACTION.

User agrees to defend, indemnify and hold KeyNexus, Dark Matter Labs Inc., its affiliates and their respective directors, officers, employees, agents and representatives harmless from and against any and all liabilities, costs and expenses, including reasonable legal fees, in any way related to or arising from any violation of these Terms by user, or in connection with user’s use of the Site, or as a result of the posting or transmission of any materials or information on or through the Site by user.

USER AGREES THAT THIS SECTION OF THIS AGREEMENT, “DISCLAIMER, LIMITATION OF LIABILITY AND INDEMNITY”, IS AN AGREED ALLOCATION OF RISK BETWEEN USER AND KEYNEXUS, AND THAT ABSENT USER’S AGREEMENT TO THIS PROVISION, KEYNEXUS WOULD NOT PROVIDE THE SITE, MATERIALS OR CONTENT TO USER. TERMS GOVERNING THE PURCHASE AND USE OF KEYNEXUS PRODUCTS MAY CONTAIN OTHER LIMITATIONS ON LIABILITY.

User Information – Acknowledgement and Consent

User may be asked to provide certain information to KeyNexus. User is solely responsible for the nature, content and accuracy of any information provided. KeyNexus’ use of any personal information that is submitted by a user, such as user’s name, address and payment information, shall be governed by KeyNexus’ Privacy Policy. However, any other communications or transmissions which a user posts to any discussion groups, bulletin boards, chat rooms or other communication facilities – including, but not limited to, questions, suggestions, ratings, data, feedback and comments – shall be treated as public, non-confidential and non-proprietary. User acknowledges and agrees that KeyNexus shall not have any obligation to keep such information confidential, and shall not be liable for any use or disclosure of such information. KeyNexus shall have an unlimited, royalty-free, perpetual, irrevocable worldwide right and license to use, copy, modify, distribute, display, edit or translate all or any part of any comments, ideas, concepts, know-how, techniques and methodologies contained in such public information for any purpose whatsoever including, but not limited to, developing, designing, marketing and advertising products, services or the Site.

Monitoring

KeyNexus may, but is under no obligation to, monitor the Site, and assumes no liability or responsibility for any unauthorized modifications to the Site, or for any information posted, uploaded or otherwise added to the Site (including any commentary and discussion groups on the Site), by any party other than KeyNexus. KeyNexus reserves the right to remove any information on the Site at its sole discretion.

International Users

The Site originates, and is controlled and operated from KeyNexus’ offices based in the Province of British Columbia, Canada. Information may be processed and stored in both Canada and the United States. The products and services described on this Site are offered only in jurisdictions where they may be legally offered for sale, and are offered only to persons to whom it is lawful to make a solicitation. You agree to comply with all applicable laws, rules and regulations governing your use of the Site. If user resides in the European Union or if any transfer of information between user and KeyNexus is governed by the European Union Data Protection Directive or laws implementing that Directive, then user consents to the transfer of such information outside of the European Union to its country and to such other countries as may be required for the use of the Site.

Other

You agree to review the policies posted on this Site, including KeyNexus’ Privacy Policy. These policies also govern your use of the Site.

KeyNexus is a division of Dark Matter Labs Inc., a Canadian business corporation having its offices in the Province of British Columbia, Canada. By visiting the Site, user agrees that these Terms, and user’s use of the Site, are governed exclusively by the laws of the Province of British Columbia and the federal laws of Canada applicable therein (excluding conflicts and choice of laws principles), and user agrees to be bound by the laws of these jurisdictions. Any disputes arising under these terms or otherwise in connection with user’s use of the Site shall be resolved through arbitration under the Commercial Arbitration Act, RSBC 1996, c.55, as amended from time to time. Arbitration shall be held in Vancouver, BC, Canada, and conducted in the English language. Notwithstanding the foregoing, user agrees that: (i) the courts in any relevant venue shall have jurisdiction for the purposes of obtaining and enforcing injunctive or other equitable relief, and for the purposes of enforcing the decision of any arbitrator appointed in accordance with this provision, and (ii) KeyNexus may bypass arbitration in cases of fraud or other crimes against it, and in the case of interference with its technical operations or violations of its rights or property.

The failure by KeyNexus or its parent company to exercise or enforce any right or remedy under these Terms shall not constitute a waiver of such right or remedy.

The individual terms and conditions constituting these Terms are severable. If any term or condition is held to be invalid, unenforceable or contrary to applicable law, such provision shall be construed, limited, altered or deleted, as necessary, to eliminate the invalidity, unenforceability or conflict with applicable law, and all other provisions of these Terms shall remain in full force and effect.

User agrees that these Terms, and all correspondence and documentation relating to these Terms, shall be written in the English language. Vous acceptez que ces termes d’usage, de même que toute la correspondence et la documentation relative à ces termes d’usage, soient redigées en langue anglaise.

If you wish to contact KeyNexus with any questions, comments or concerns regarding the Site or these Terms, or to provide any notice pursuant to these Terms, please refer to our Contact Us page.

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