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Terms Of Services
Ikey® Terms of Service & End User License Agreement
This End User License Agreement (“Agreement”) is a binding agreement between you, on your behalf and on behalf of the entity you are representing if any (“End User” or “you “), and the Company..
IMPORTANT: THIS AGREEMENT INCLUDES A CLASS ACTION WAIVER AND RESOLUTION OF DISPUTES BY ARBITRATION INSTEAD OF IN COURT. SEE SECTION 17 BELOW FOR MORE INFORMATION.
BY CLICKING THE “AGREE” BUTTON, DOWNLOADING, INSTALLING OR OTHERWISE USING THE APPLICATION OR CONTENT AND SERVICES (DEFINED BELOW), YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE 16 YEARS OF AGE OR OLDER AND OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT (IF YOU ARE NOT OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT, YOU HAVE OBTAINED YOUR PARENT’S OR GUARDIAN’S ACCEPTANCE TO THIS AGREEMENT ON YOUR BEHALF); AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD, INSTALL OR OTHERWISE USE THE APPLICATION OR CONTENT AND SERVICES AND DELETE THE APPLICATION FROM YOUR DEVICE.
IN SOME INSTANCES, ADDITIONAL OR DIFFERENT TERMS POSTED ON THE APPLICATION APPLY TO YOUR USE OF CERTAIN PARTS OF THE APPLICATION (INDIVIDUALLY AND COLLECTIVELY “ADDITIONAL TERMS”). ANY ADDITIONAL TERMS SHALL BE MADE A PART OF AND INCORPORATED BY REFERENCE INTO THIS AGREEMENT. ANY VIOLATION OF ADDITIONAL TERMS SHALL BE A VIOLATION OF THIS AGREEMENT. TO THE EXTENT THERE IS A CONFLICT BETWEEN THIS AGREEMENT AND ANY ADDITIONAL TERMS, THE ADDITIONAL TERMS WILL CONTROL UNLESS THE ADDITIONAL TERMS EXPRESSLY STATE OTHERWISE.
YOU UNDERSTAND THAT THE PROPER OPERATION OF THE APPLICATION DEPENDS ON YOUR ENTRY OF TRUTHFUL AND ACCURATE INFORMATION WHERE APPLICABLE. YOU AGREE, REPRESENT AND WARRANT THAT ALL INFORMATION YOU ENTER INTO THE APPLICATION IS TRUTHFUL AND ACCURATE. MOREOVER, YOU UNDERSTAND THAT YOUR VERSION OF THE APPLICATION, OR A PART THEREOF MAY BE CONFIGURED BY A THIRD PARTY, SUCH AS AN OPERATOR OF A BUSINESS OR OTHER ORGANIZATION (“THIRD PARTY CONFIGURER”), WHICH YOU MAY INTEND TO VISIT, WHEREIN SUCH CONFIGURATION MAY PROVIDE OR DENY YOU ACCESS TO A LOCATION, BUSINESS OR ORGANIZATION. YOU UNDERSTAND THAT COMPANY IS NOT RESPONSIBLE IN ANY WAY FOR THE DECISION OF THE THIRD PARTY CONFIGURER TO PERMIT OR DENY YOU SUCH ACCESS AND COMPANY IS NOT RESPONSIBLE IN ANY WAY FOR SUCH CONFIGURATION, INCLUDING THE OPERATION OF THE APPLICATION BASED ON SUCH CONFIGURATION. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU ASSUME ALL RISKS RELATED TO THE USE OF THE OPERATION OF THE APPLICATION BASED ON THE CONFIGURATION OF SUCH THIRD PARTY.
IF YOU ARE A PERSONNEL OF SUCH THIRD PARTY CONFIGURER, YOU AGREE ON BEHALF OF SUCH THIRD PARTY CONFIGURER THAT COMPANY IS NOT RESPONSIBLE IN ANY WAY FOR THE TRUTHFULNESS OR ACCURACY OF THE INFORMATION ENTERED BY YOU OR OTHER END USERS, AND THAT COMPANY IS NOT RESPONSIBLE IN ANY WAY FOR THE CONFIGURATION YOU OR SUCH THIRD PARTY CONFIGURER USE TO CONFIGURE A VERSION OF THE APPLICATION OR A PART THEREOF. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE ON BEHALF OF SUCH THIRD PARTY CONFIGURER THAT THE THIRD PARTY CONFIGURER SHALL BE SOLELY RESPONSIBLE FOR THE CONFIGURATION AND ALL DECISIONS TO PROVIDE OR DENY ACCESS TO ANY END USERS.
- License Grant.Subject to the terms of this Agreement, Company grants you a limited, non-exclusive, and nontransferable license to (a) download, install, and use the Application and (b) access and use the Content and Services via the functionality of the Application, in each case for your personal, non-commercial use on a single device owned or otherwise controlled by you (“Device“) strictly in accordance with the Application’s documentation.
- License Restrictions. You shall not access or use the iKey Property (defined below) other than as expressly permitted herein. Without limiting the generality of the foregoing, you shall not:
- copy the iKey Property, except as expressly permitted by this license;
- modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the iKey Property;
- reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the iKey Property or any part thereof;
- remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the iKey Property, including any copy thereof;
- rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the iKey Property, or any features or functionality of the iKey Property, to any third party for any reason, including by making the iKey Property available on a network where it is capable of being accessed by more than one device at any time; or
- remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the iKey Property; or
- use the iKey Property in, or in association with, the design, construction, maintenance, or operation of any hazardous environments or systems, including any power generation systems; aircraft navigation or communication systems, air traffic control systems, or any other transport management systems; safety-critical applications, including medical or life-support systems, vehicle operation applications or any police, fire, or other safety response systems; and military or aerospace applications, weapons systems, or environments.
- use the Application, or any associated services, including customer support services, in a manner that: (i) presents a risk to the safety, wellbeing or health of Company employees or agents; (ii) restricts or inhibits any other person from using or enjoying any aspect of the Application; (iii) may expose Company or users of the Application to any harm or liability of any type; or (iv) involves the publication of false, misleading, defamatory, offensive or otherwise objectionable content or subjects Company and/ or staff to same. In the event of same, then Company reserves the right to terminate your iKey account immediately and prevent your use of the Service or Application.
- Reservation of Rights.You acknowledge and agree that the Application and Content and Services and any other Company products and services (collectively, “iKey Property”) is provided under license, and not sold, to you. You do not acquire any ownership interest in the iKey Property under this Agreement, or any other rights thereto other than to use the iKey Property in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. Company and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the iKey Property including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.
- Collection and Use of Your Information.You acknowledge that when you download, install, or use the Application, Company may use automatic means (including, for example, cookies and web beacons) to collect information about your Device and about your use of the Application. You also may be required to provide certain information about yourself as a condition to downloading, installing, or using the Application or certain of its features or functionality, and the Application may provide you with opportunities to share information about yourself with others. All information we collect through or in connection with this Application is subject to our Privacy Policy. By downloading, installing, using, and providing information to or through this Application, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.
- Content and Services.The Application may provide you with access to Company’s website located at www.ikey.ie (the “Website“) and products and services accessible thereon, and certain features, functionality, and content accessible on or through the Application may be hosted on the Website (collectively, “Content and Services“). Your access to and use of the Application and such Content and Services are governed by this Agreement and any applicable Additional Terms, including the Website’s Terms of Use and the Privacy Policy. This Agreement, the Additional Terms, and the Terms of Use are subject to change by Company at any time in its discretion. Your use of any iKey Property (including the Application or Content and Services) after such changes are implemented constitutes your acknowledgement and acceptance of the changes. Please consult this Agreement and the Terms of Use regularly. Your access to and use of certain Content and Services may require you to acknowledge your acceptance of the Agreement and Additional Terms and/or to register with the Application and/or Website, and your failure to do so may restrict you from accessing or using certain of the Application’s features and functionality.
Availability of and prices for our Application, Content and Services, and other products and services are subject to change without notice. Company reserves the right at any time to modify or discontinue any of our Application, Content and Services, and other products and services (or any part or content thereof) without notice at any time. Company shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of our products and services.
In the event any product or service is listed at an incorrect price due to typographical error or error in pricing information for any other reason, Company shall have the right to refuse or cancel any orders placed listed at the incorrect price. Company shall have the right to refuse or cancel any such orders whether or not the order has been confirmed and your credit or debit card has been charged.
Updates.Company may from time to time in its sole discretion develop and provide Application and Content and Services updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, ” Updates“). Updates may also modify or delete in their entirety certain features and functionality. You agree that Company has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality, and that Company reserves the right to charge fees for iKey Property (including Application and/or Content and Services) in the future, as set forth in Additional Terms. Based on your Device settings, when your Device is connected to the internet either, in Company’s sole discretion:
- the Application may automatically download and install all available Updates; or
- you may receive notice of or be prompted to download and install available Updates.
You shall promptly download and install all Updates and acknowledge and agree that the Application or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Application and be subject to all terms and conditions of this Agreement.
9. Third-Party Materials.The Application may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising (“Third-Party Materials”). You acknowledge and agree that Company is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Company does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions.
9. Third-Party Materials.The Application may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising (“Third-Party Materials”). You acknowledge and agree that Company is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Company does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions.
10. Term and Termination.
- The term of Agreement commences when you download or install the Application or otherwise acknowledge your acceptance (whichever occurs first) and will continue in effect until terminated by you or Company .
- You may terminate this Agreement by deleting the Application and all copies thereof from your Device.
- Company may terminate this Agreement at any time without notice. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement.
- Upon termination:
- all rights granted to you under this Agreement will also terminate; and
- you must cease all use of the Application and delete all copies of the Application from your Device and account.
- Termination will not limit any of Company’s rights or remedies at law or in equity. All provisions of the Agreement (including any applicable Additional Terms) that by their nature should survive termination or expiration of this Agreement shall so survive (including, without limitation, any provisions relating to Company’s intellectual property rights, disclaimer of warranties, limitation of liability, indemnity, governing law, limitation of time to file claims, arbitration, and class action waivers.
11. Disclaimer of Warranties.THE iKey PROPERTY IS PROVIDED TO END USER “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE iKey PROPERTY, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE iKey PROPERTY WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
12. Limitation of Liability.TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT (WHICH, FOR THE AVOIDANCE OF DOUBT, SHALL INCLUDE ANY APPLICABLE ADDITIONAL TERMS), INCLUDING WITHOUT LIMITATION YOUR USE OF OR INABILITY TO ACCESS AND/OR USE THE APPLICATION OR THE CONTENT AND SERVICES FOR:
- PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES.
- DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE APPLICATION OR CONTENT AND SERVICES OR $100, WHICHEVER IS GREATER.
THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.
13. Indemnification.You agree to indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to your use or misuse of the Application, Content and Services, or other iKey Property or your breach of this Agreement (which, for the avoidance of doubt, shall include any applicable Additional Terms), including but not limited to your Submissions.
14. Export and Import Regulation.The Application may be subject to US export control laws, including the Export Control Reform Act and its associated regulations or import regulations in the country in which you reside. You shall not, directly or indirectly, export, re-export, or release the Application to, or make the Application accessible from, any jurisdiction or country to which export, re-export, import, or release is prohibited by law, rule, or regulation. You shall comply with all applicable national and federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export or import license or other governmental approval), prior to exporting, re-exporting, importing, releasing, or otherwise using or making the Application available outside the US or in the country in which you reside.
15. US Government Rights.The Application is commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the Application as are granted to all other end users under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other US Government licensees and their contractors.
16. Severability.If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.
17. Entire Agreement. This Agreement, the other documents referenced herein (including any Additional Terms) and our Privacy Policy constitute the entire agreement between you and Company with respect to the Application and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Application, Content and Services, and other iKey Property.
18. Waiver.No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder.