TERMS OF USE OF THE KEYZOO INC. WEBSITE AND SERVICES


This website, located at www.keyzoo.com (the “Keyzoo Website”) is the property of Keyzoo Inc. (“Keyzoo”; “we; “us”). Any and all visits and uses of the Keyzoo Website, as well as orders or purchases of Keyzoo products and services (our “Services”), are subject to the terms and conditions of use herein (“Terms Of Use”) and all applicable laws. By using the Keyzoo Website and/or our Services, you, as a visitor, user, customer or an authorized representative of a customer, agree to these Terms Of Use.


USE OF THE KEYZOO WEBSITE


You are welcome to use the Keyzoo Website for ordering and purchasing our Services, and for learning about our Services.


You represent and warrant that the information and content you provide to Keyzoo on the Keyzoo Website and at all times while using the Services, is accurate and lawfully belongs to you.


For individuals, the Services are for personal use only. Only companies that entered into a separate service contract with Keyzoo for a corporate account, may use the Services for the specific commercial purposes set forth in such service contract.


If you are an international user (located, or accessing the Keyzoo Website from, outside the United States of America), you agree to comply with all local laws regarding online conduct and acceptable content.


ORDERS


Keyzoo welcomes your orders for its products and services through the Keyzoo Website.


The Keyzoo Authorized Service Provider who provided the product and service to the customer shall repair (or if required, replace) a defective product, at no additional cost to the customer, within the Warranty Period. The Warranty Period shall be (a) for an individual customer, three

(3) months on parts and three (3) months on labor; and (b) for a corporate or institutional customer, three (3) months on parts and six (6) months on labor. All terms and conditions of the Keyzoo warranty, including without limitation the Warranty Period, shall be subject to Keyzoo policies as may be adjusted and updated from time to time.


Keyzoo reserves the right to refuse or cancel any order placed in case a price listed is incorrect and whether or not the order has been confirmed. If your credit card has already been charged for the purchase and your order is canceled, Keyzoo shall issue a credit to your credit card

account in the amount charged by Keyzoo.


FEES


In consideration for the Services provided by Keyzoo, you shall pay Keyzoo the fees specified in your order, on your account page on the Keyzoo Website, as well as in any addendum entered into by Keyzoo and you. Prices do not include taxes that may apply. You agree to pay sales

and other taxes that may apply (excluding taxes based on Keyzoo’s income) unless you provide Keyzoo with a valid signed tax exemption certificate applicable to the Services, reasonably acceptable to Keyzoo. Keyzoo may charge your credit card, bank account, or other form of payment, on a one-time or recurring basis, in advance of the time or period of service, or in arrears. Keyzoo may invoice you as specified in your order or in your services contract.

Payment on all invoices provided by Keyzoo is due upon receipt or, if you have entered into a services contract with Keyzoo, as set forth in that services contract. If you have elected to pay for the Services by credit card, and Keyzoo does not receive payment from the credit card

issuer, you agree to pay all amounts due Keyzoo immediately. Each time you use any of the Services, you agree that Keyzoo is authorized to charge your designated credit card account (or other means of payment) for the applicable rate for the Services then in effect. You agree and acknowledge that your agreement with your credit card issuer or bank governs your use of your credit card, and you agree to ascertain and enforce your rights and liabilities as a cardholder solely with your credit card issuer or bank.


CONDITIONS ON USE


You will not upload, post, email, transmit, or otherwise make available on the Keyzoo Website or in any manner in connection with Keyzoo:



You will not transmit any worms or viruses or any code of a destructive nature.


You will not upload to the Keyzoo Website any commercial content that has not been pre- authorized by Keyzoo in writing in each instance.


DISCLAIMER OF WARRANTIES


YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR OWN, SOLE, RISK. THE SERVICES ARE PROVIDED ON AN ‘AS IS’ AND ‘AS AVAILABLE’ BASIS. KEYZOO AND ITS OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, ADVISORS AND LICENSORS (IF ANY) (THE “KEYZOO PARTIES”) EXPRESSLY DISCLAIM ALL

REPRESENTATIONS, WARRANTIES, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ALL IMPLIED WARRANTIES OF

MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON- INFRINGEMENT, TITLE, OR ANY WARRANTY OR CONDITION ARISING BY USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE. THE KEYZOO PARTIES MAKE NO

WARRANTY THAT (a) THE SERVICES WILL MEET YOUR AND/OR ANY OTHER REQUIREMENTS;

(b) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (c) USER CONTENT WILL BE HOSTED AND/OR TRANSMITTED WITHOUT INTERRUPTION OR

CESSATION; (d) USER CONTENT WILL BE HOSTED AND/OR TRANSMITTED IN ACCORDANCE WITH PREFERENCES YOU SPECIFY, INCLUDING WITHOUT LIMITATION PREFERENCES YOU SPECIFY REGARDING ANONYMITY AND/OR PRIVACY; (e) ANY PRODUCTS, WEBSITES,

INFORMATION, OR OTHER MATERIAL, WHETHER IN TANGIBLE OR INTANGIBLE FORM, PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR

EXPECTATIONS OR ANY STANDARD OF QUALITY; AND (f) ANY DEFECTS IN THE OPERATION OR FUNCTIONALITY OF THE SERVICES WILL BE CORRECTED. ANY MATERIAL, INFORMATION, OR DATA DOWNLOADED OR OTHERWISE ACCESSED OR OBTAINED THROUGH THE USE OF THE KEYZOO WEBSITE AND/OR THE SERVICES IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA, OR ANY OTHER HARM THAT MAY RESULT FROM THE DOWNLOAD AND/OR USE OF SUCH MATERIAL. NO ADVICE, REPRESENTATION, OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ANY OR ALL OF THE KEYZOO

PARTIES OR THROUGH THE KEYZOO WEBSITE AND/OR SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF USE.


OTHER DISCLAIMERS


Keyzoo will not be held liable or otherwise responsible for technical inaccuracies, typographical errors, damage or loss due to your use of any information, advice, or programming procedures, whether or not obtained or derived from the Keyzoo Website.


Keyzoo does not review all information, materials, and communications provided by users of the Keyzoo Website. Keyzoo will not in any manner be responsible for the content of such

information, materials, and communications. You acknowledge that Keyzoo is merely acting as a passive conduit for such information and is not undertaking any obligation or liability relating to any contents or activities on the Keyzoo Website. Keyzoo reserves the right to block or remove information, materials, and/or communications that Keyzoo determines to be (a)

abusive, defamatory, or obscene; (b) fraudulent, deceptive, or misleading; (c) in violation of a copyright, trademark, or other intellectual property right of another; and/or (d) offensive or otherwise unacceptable to Keyzoo in its sole discretion.


LIMITATION OF LIABLITY


YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE KEYZOO PARTIES WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, AND/OR PUNITIVE DAMAGES THAT MAY BE INCURRED BY YOU, HOWEVER CAUSED. THIS INCLUDES, BUT IS NOT LIMITED TO, ANY AND ALL LOSS OF PROFITS, GOODWILL AND/OR

BUSINESS REPUTATION; LOSS OF DATA; REPERCUSSION OF THE PUBLICATION OF ANY CONTENT YOU PROVIDE TO KEYZOO; COST OF PROCUREMENT OF SUBSTITUTE GOODS OR

SERVICE; AND/OR ANY OTHER TANGIBLE OR INTANGIBLE LOSSES. THIS ALSO INCLUDES ANY LOSS OR DAMAGES THAT MAY BE INCURRED BY YOU AS A RESULT OF (a) ANY CHANGES

THAT KEYZOO MAY MAKE TO THE KEYZOO WEBSITE AND/OR THE SERVICES; (b) ANY PERMANENT OR TEMPORARY CESSATION OF OR ERROR IN THE KEYZOO WEBSITE AND/OR THE SERVICES; (c) THE PUBLICATION OF ANY USER CONTENT YOU PROVIDE TO KEYZOO; OR

(d) THE DELETION OR CORRUPTION OF OR FAILURE TO STORE ANY CONTENT OR OTHER PROPERTY MAINTAINED THROUGH THE KEYZOO WEBSITE. THE LIMITATIONS AND EXCLUSIONS OF LIABILITY IN THESE TERMS OF USE SHALL APPLY IRRESPECTIVE OF THE THEORY OF LIABILITY, INCLUDING WITHOUT LIMITATION CONTRACT (INCLUDING ANY AND ALL TYPES OF BREACH), WARRANTY, PRODUCT LIABILITY, STRICT LIABILITY, TORT (INCLUDING ALSO NEGLIGENCE), EQUITABLE THEORIES, OR OTHER THEORY, EVEN IF ANY OR ALL KEYZOO PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR INJURY. YOU SPECIFICALLY ACKNOWLEDGE THAT THE KEYZOO PARTIES SHALL NOT BE

LIABLE FOR USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.


EXCLUSIONS AND LIMITATIONS


SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS THAT ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND, IN SUCH INSTANCES, THE KEYZOO PARTIES’ LIABILITY WILL BE LIMITED ONLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.


INTELLECTUAL PRPOERTY


All the content included in the Keyzoo Website, such as without limitation text, graphics, code, trademarks, service marks and trade names, is the property of Keyzoo or licensed to Keyzoo.

You may display, copy, download, and print portions of the Keyzoo Website only for purposes of ordering and purchasing products and services from Keyzoo and contacting Keyzoo in regard to such products and services. You may not change or delete any content on the Keyzoo Website other than your own information that you previously provided to Keyzoo during creating an account with Keyzoo.


Any product names, logos, brands, or other trademarks, service mark or images featured or referred to within the Keyzoo Website are the property of third party owners, licensees, or holders, and are not affiliated with Keyzoo or our products or Services. These third party

owners, licensees, or holders do not sponsor or endorse Keyzoo or any of our products or Services.


INDEMNIFICATION

You agree to, and will, indemnify, defend, and hold harmless Keyzoo, its owners, directors, officers, employees, agents, licensors, advisors, affiliates and suppliers (collectively the

"Service Providers") from and against all losses, expenses, damages and costs, including

without limitation reasonable attorneys' fees, resulting from any violation of these Terms Of Use or any activity related to access and/or use (such as, without limitation, negligent or wrongful conduct) by you (or by any other person accessing or using the Keyzoo Website or Services

using your credentials) of the Keyzoo Website or Services.


TERM; TERMINATION


Your use of the Keyzoo Website and the Services constitutes your acceptance of these Terms Of Use. Keyzoo may modify or terminate these Terms Of Use at any time and for any reason.

Your continued use of the Keyzoo Website and/or the Services will indicate your acceptance of any and all such modifications or termination. Any and all provisions that may be enforced after such termination, such as without limitation Intellectual Property and Limitation of Liability, shall survive any termination.


THIRD PARTY LINKS


In an attempt to provide certain services and additional value to our visitors, Keyzoo may link to websites operated by third parties (“Third Party Sites”). Keyzoo has no control over such third parties and Third Party Sites. Such Third Party Sites are for your convenience and you access them at your own risk. You should review any and all privacy policies, data collection practices, and the terms and conditions of use of such Third Party Sites.


GENERAL


Your use of the Keyzoo Website and/or the Services shall be governed in all respects by the

laws of the State of Florida, U.S.A. without regard to any conflict of laws provisions. You agree that jurisdiction and venue in any legal action directly or indirectly arising out of or relating to the Keyzoo Website and/or Services shall be in the State or Federal courts located in Miami- Date County, Florida. Any action, at law and/or in equity, may not be brought against Keyzoo and/or any of the Keyzoo Parties, once one (1) year after the cause for such action arose has elapsed.


Keyzoo may deliver notices to you by means of e-mail, a general notice on the Keyzoo Website, or by other generally reliable methods, to the address you have provided to Keyzoo.


Any Keyzoo failure to insist upon or enforce performance of any provision of these Terms Of Use shall not be construed as a waiver of any provision or right.


Neither the course of conduct between you and Keyzoo, nor trade practice, shall act to govern and/or modify these Terms Of Use or any portion thereof.


Keyzoo may assign its rights and duties under these Terms Of Use to any party at any time without notice to you.

Neither Keyzoo nor you shall be considered to be the drafter of these Terms Of Use or any provision hereof for the purpose of any statute, case law, or rule of interpretation or

construction that would or might cause any provision to be construed against the drafter thereof.


KEYZOO INC. // TERMS OF USE // V1 // JUNE 2023