SharedKey Terms of Service


1. Your Acceptance of Terms

Welcome to SharedKey

The following Terms of Service (the "Terms") are between you and Shared Key Inc. ("SharedKey") and constitute a legal agreement that governs your use of www.sharedkey.com and other properties in the sharedkey.com domain (collectively, the "Site"), the SharedKey product, services and related websites (collectively referred to as the "Service"). You must agree to these Terms before you can use the Service. You can agree to these Terms by: a) actually using the Service, or b) clicking a box that indicates you agree to the Service, where such a box is made available to you.  In addition, you agree to ensure that all users who are provided access to your property account, namely members and guests, comply with these Terms. If you do not agree to any of the following terms, please do not use the Service. You should print or otherwise save a copy of these Terms for your records. "SharedKey" as used herein means Shared Key Inc.

Legal Authority and Registration

To use and/or register for the Service you must be: a) of legal age to form a binding contract with SharedKey, and b) cannot be a person barred from receiving the Service under the laws of Canada or other applicable jurisdiction, including the country in which you reside or from where you use the Service. By accepting these Terms you represent that you understand and agree to the foregoing. If you are under the required legal age, but at least 13 years old, you may still use the Service (subject to applicable local law), but only if the account you are using was created and registered by your parent or legal guardian (see Section 3 below for further details).

You are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer. You are solely responsible for any activity related to your account. If you suspect any unauthorized use of your account, notify us immediately. You acknowledge and agree that we may preserve user information and may also disclose user information if required to do so by law or if we believe in good faith that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms; (c) respond to claims that any Content (as defined herein) violates the rights of third parties; or (d) protect the rights, property, or personal safety of SharedKey, its users, or the public.

Updates / Modifications

SharedKey may update or change these Terms from time to time and recommends that you review the Terms on a regular basis. You can review the most current version of the Terms at any time at http://www.sharedkey.com/terms.php. If SharedKey makes a change to the Terms, it will post the revised Terms on our website at the link as herein noted. You understand and agree that your continued use of the Service after the Terms has changed constitutes your acceptance of the Terms as revised. Without limiting the foregoing, if SharedKey makes a change to the Terms that materially impacts your use of the Service, SharedKey may post notice of any such change on our website and/or email you notice of any such change to your SharedKey account.  If you do not agree to any changes in the Terms as they may occur, please arrange to terminate your registration with the Site immediately and discontinue your use of the Service and the Site. You agree that we are not liable to you or to any third party for any modification of the Terms.

2. Description of the Service

System Requirements

Use of the Service requires one or more compatible devices and internet access with compatible ISP (broadband required for web applications); separate fees may apply. Your use of the Service may be affected by certain combinations of hardware, software and/or internet access. High speed internet access is strongly recommended. Compatible device: Mac, or PC.  For Mac: Mac OS X v10.5.8, v10.6.2, or later; Safari 3, Firefox 3, or later. For PC: Windows 7, Vista or XP Home or Professional (SP2) or later; Internet Explorer 7, Safari 3, Firefox 3, or later.  The Service currently is available only in English.

Changing the Service

SharedKey reserves the right to modify or stop the Service (or any part thereof), either temporarily or permanently, at any time or from time to time, with or without prior notice to you. Without limiting the foregoing, SharedKey may post on our website and/or send email to your SharedKey account, notice of such changes to the Service. It is your responsibility to review our website and/or check your SharedKey email address for any such notices. You agree that SharedKey shall not be liable to you or any third party for any modification or cessation of the Service.

Limitations on Use

You agree to use the Service only for purposes as permitted by these Terms and any applicable law, regulation, or generally accepted practice in the applicable jurisdiction. Your SharedKey account is allocated certain levels of storage capacity and bandwidth for network traffic and email as described in the SharedKey feature pages. Exceeding any applicable limitation of bandwidth or storage capacity is prohibited.  In addition, if there is Excessive Usage on your account or any Property Account (as defined in Section 3 below), SharedKey reserves the right to temporarily disable access to information available from your account through a URL. "Excessive Usage" as used herein, may apply to storage and/or bandwidth capacities, and means your usage within a given month or day (as applicable) greatly exceeds the average level of monthly or daily usage of SharedKey's members generally. Repeated violations may result in termination of your account. SharedKey reserves the right to modify these limitations on use at any time.

Availability of the Service

The Service, or any feature or part thereof, may not be available in all languages or in all countries and SharedKey makes no representation that the Service, or any feature or part thereof, is appropriate or available for use in any particular location. To the extent you choose to access and use the Service, you do so at your own initiative and are responsible for compliance with any applicable laws, including, but not limited to, any applicable local laws.

Public Beta

From time to time, SharedKey may choose to offer new and/or updated features of the Service (the "Beta Features") as part of a Public Beta Program (the "Program") for the purpose of providing SharedKey with feedback on the quality and usability of the Beta Features. You understand and agree that your participation in the Program is voluntary and does not create a legal partnership, agency, or employment relationship between you and SharedKey, and that SharedKey is not obligated to provide you with any Beta Features. SharedKey may make such Beta Features available to Program participants by online registration or enrollment via the Service. You understand and agree that SharedKey may collect and use certain information from your account, devices and peripherals in order to enroll you in a Program and/or determine your eligibility to participate. You understand that once you enroll in a Program you may be unable to revert back to the earlier non-beta version of a given Beta Feature. Your use of the Beta Features and participation in the Program is governed by these Terms and any additional license terms that may separately accompany the Beta Features. The Beta Features are provided on an "AS IS" and "AS AVAILABLE" basis and may contain errors or inaccuracies that could cause failures, corruption or loss of data and/or information from your device and from peripherals (including, without limitation, servers and computers) connected thereto. SharedKey strongly encourages you to back-up all data and information on your device and any peripherals prior to participating in any Program. You expressly acknowledge and agree that all use of the Beta Features is at your sole risk. YOU ASSUME ALL RISKS AND ALL COSTS ASSOCIATED WITH YOUR PARTICIPATION IN ANY PROGRAM, INCLUDING, WITHOUT LIMITATION, ANY INTERNET ACCESS FEES, BACK-UP EXPENSES, COSTS INCURRED FOR THE USE OF YOUR DEVICE AND PERIPHERALS, AND ANY DAMAGE TO ANY EQUIPMENT, SOFTWARE, INFORMATION OR DATA. SharedKey may or may not provide you with technical and/or other support for the Beta Features. If support is provided it will be in addition to your normal support coverage for the Service and only available through the Program. You agree to abide by any support rules or policies that SharedKey provides to you in order to receive any such support. SharedKey reserves the right to modify the terms, conditions or policies of the Program (including ceasing the Program) at any time with or without notice, and may revoke your participation in the Program at any time. You acknowledge that SharedKey has no obligation to provide a commercial version of the Beta Features, and that should such a commercial version be made available, it may have features or functionality different than that contained in the Beta Features. As part of the Program, SharedKey will provide you with the opportunity to submit comments, suggestions, or other feedback regarding your use of the Beta Features. You agree that in the absence of a separate written agreement to the contrary, SharedKey will be free to use any feedback you provide for any purpose.

3. Your Use of the Service

Administrator

When you accept these Terms and complete the SharedKey sign up process, you become the SharedKey "Administrator" for your property account. You are required to select a unique login email address upon sign up that will be used for your account (your "Login ID"). You may be permitted to purchase and add additional "Property Accounts" as Administrator for each account. You may use the same Login ID or select a separate Login ID for each Property Account you create. You are responsible for all activity that takes place on your Property Accounts.

Account Security

Upon creating your Login ID you will be required to select a password. Please choose a strong password and do not reveal your password to others. You agree that you are responsible for keeping your password confidential and secure, and further understand that you are solely responsible and liable for any activities that occur under your Login ID. If you suspect or become aware of any unauthorized use of your account please contact SharedKey Support at [email protected] Your further acknowledge and agree that the Service is designed and intended for personal use on an individual basis and you should not share your account and/or password details with another individual.

Members and Guests

You may change the settings on your Property Account to allow other people to have full edit rights or read-only access to your Property Account.  Members with full edit rights added by you to your Property Account have the ability to add other Members to the Property Account.  By adding other users to your Property Account as Members or Guests, you give them permission to access and use the Service.

Children

You must be at least 13 years of age to use the Service. Children between the ages of 13-18 (or older as required by local law) may be granted access to the Service but only if they are added as a "Member" or "Guest" to a Property Account. By adding a child as a Member or Guest under your Property Account, you certify that you are of legal age and are the parent and/or legal guardian of that child. By adding a minor to your Property Account, you give them permission to access and use the Service, and it is your responsibility to determine whether the Service and/or Content (as defined below in Section 5) provided via the Service is appropriate for a minor. Please take appropriate precautions to protect your child including monitoring their use of the Service.

Sign Up Obligations

You agree that all information you provide to SharedKey during the sign up process ("Sign Up Data") will be true, accurate, complete and current information, and that you shall maintain and update the Sign Up Data as needed throughout your term to keep it accurate and current. Failure to provide accurate, current and complete Sign Up Data may result in the suspension and/or termination of your account.

Additional Obligations or Terms

Particular components or features of the Service, provided by SharedKey and/or its licensors, may be subject to separate software or other license agreements or terms of use. You must read, accept, and agree to be bound by any such separate agreement as a condition of using these particular components or features of the Service.

No Conveyance

Nothing in these Terms shall be construed to convey to you any interest, title, or license in a Login ID, email address, domain name, or similar resource used by you in connection with the Service.

No Right of Survivorship

You agree that your SharedKey account is non-transferable and that any rights to your Login ID or Content within your account terminate upon your death. Upon receipt of a copy of a death certificate your account may be terminated and all Content within your account deleted. Contact support at [email protected] for further assistance.

No Resale of Service

You agree that you will not reproduce, copy, duplicate, sell, resell, rent or trade the Service (or any part thereof) for any purpose.

4. SharedKey Privacy Policy

You understand that by using the Service, you consent and agree to the collection and use of certain information about you and your use of the Service in accordance with SharedKey's Privacy Policy. You further consent and agree that SharedKey may collect, use, transmit, process and maintain information related to your account, for purposes of providing the Service, and any features therein, to you. Information collected by SharedKey when you use the Service may also include technical or diagnostic information related to your use that may be used by SharedKey to maintain, improve and enhance the Service. For more information please read our full privacy policy at http://www.sharedkey.com/privacy_policy.php.  You further understand and agree that this information may be transferred to Canada and/or other countries for storage, processing and use by SharedKey and/or its affiliates.

5. Content and Your Conduct

Content

"Content" means any information that may be generated or encountered through use of the Service, such as data files, written text, software, music, graphics, photographs, images, sounds, videos, messages and any other like materials. You understand that all Content whether publicly posted or privately transmitted on the Service is the sole responsibility of the person from whom such Content originated. This means that you, and not SharedKey, are solely responsible for any Content you upload, download, post, email, transmit, store or otherwise make available through your use of the Service. You understand that by using the Service you may encounter Content that you may find offensive, indecent, or objectionable, and that you may expose others to Content that they may find objectionable. SharedKey does not control the Content posted via the Service, nor does it guarantee the accuracy, integrity or quality of such Content. You understand and agree that your use of the Service and any Content is solely at your own risk.  Under no circumstances will SharedKey or its shareholders, directors, officers, or employees be held liable for any loss or damage caused by your reliance on Content obtained through the Site or the Services.

Your Conduct

You agree that you will NOT use the Service to:

  1. upload, download, post, email, transmit, store or otherwise make available any Content that is unlawful, harassing, threatening, harmful, tortious, defamatory, libelous, abusive, violent, obscene, vulgar, invasive of another's privacy, hateful, racially or ethnically offensive, or otherwise objectionable;
  2. intentionally or unintentionally violate any applicable local, state, national, or international law, "stalk" or otherwise harass another, or collect or store personal data about other users;
  3. if you are an adult, request personal or other information from a minor (any person under the age of 18 or such other age as local law defines as a minor) who is not personally known to you, including but not limited to any of the following: full name or last name, home address, zip/postal code, telephone number, picture, or the names of the minor's school, church, athletic team or friends;
  4. pretend to be anyone, or any entity, you are not — you may not impersonate or misrepresent yourself as another person (including celebrities), entity, another SharedKey subscriber, a SharedKey employee, or a civic or government leader, or otherwise misrepresent your affiliation with a person or entity, (SharedKey reserves the right to reject or block any Login ID which could be deemed to be an impersonation or misrepresentation of your identity, or a misappropriation of another person's name or identity);
  5. engage in any copyright infringement or other intellectual property infringement, or disclose any trade secret or confidential information in violation of a confidentiality, employment, or nondisclosure agreement;
  6. post, send, transmit or otherwise make available any unsolicited or unauthorized email messages, advertising, promotional materials, junk mail, spam, or chain letters, including, without limitation, bulk commercial advertising and informational announcements;
  7. forge any TCP-IP packet header or any part of the header information in an email or a news group posting, or otherwise putting information in a header designed to mislead recipients as to the origin of any Content transmitted through the Service ("spoofing");
  8. use any automated means to access the Site or the Services or collect any information from the Site or the Services (including, without limitation, robots, spiders, or scripts);
  9. frame the Site or the Services, utilize framing techniques to enclose any service mark, logo, or other proprietary information, place pop-up windows over its pages, or otherwise affect the display of its pages. This means, among other activities, that you must not engage in the practices of "screen scraping," "database scraping," or any other activity with the purpose of obtaining lists of users or other information;
  10. upload, post, email, transmit, store or otherwise make available any material that contains viruses or any other computer code, files or programs designed to harm, interfere or limit the normal operation of the Service (or any part thereof), or any other computer software or hardware;
  11. interfere with or disrupt the Service (including accessing the Service through any automated means, like scripts or web crawlers), or any servers or networks connected to the Service, or any policies, requirements or regulations of networks connected to the Service (including any unauthorized access to, use or monitoring of data or traffic thereon);
  12. plan or engage in any illegal activity; and/or
  13. gather and store personal information on any other users of the Service to be used in connection with any of the foregoing prohibited activities.

Removal of Content

You acknowledge that SharedKey is not responsible or liable in any way for any Content provided by others and has no duty to pre-screen such Content. However, SharedKey reserves the right at all times to determine whether Content is appropriate and in compliance with these Terms, and may pre-screen, move, refuse, modify and/or remove Content at any time, without prior notice and in its sole discretion, if such Content is found to be in violation of these Terms or is otherwise objectionable.

Backup Your Content

You are responsible for backing up, to your own computer or other device, any important documents, images or other Content that you store or access via the Service. SharedKey does not guarantee or warrant that any Content you may store or access through the Service will not be subject to inadvertent damage, corruption or loss.

Access to Your Account and Content

You acknowledge and agree that SharedKey may access, use, preserve and/or disclose your account information and Content if legally required to do so or if we have a good faith belief that such access, use, disclosure, or preservation is reasonably necessary to: (a) comply with legal process or request; (b) enforce these Terms, including investigation of any potential violation thereof; (c) detect, prevent or otherwise address security, fraud or technical issues; or (d) protect the rights, property or safety of SharedKey, its users or the public as required or pemitted by law.

Claims of Copyright Infringement

SharedKey respects the intellectual property rights of others, and requires that the people who use the Site and the Services do the same. It is our policy to respond promptly to claims of intellectual property misuse. If you believe that your work has been copied and is accessible on the Site or the Services in a way that constitutes copyright infringement, you may notify us by providing the following information in writing:

  • The electronic or physical signature of the owner of the copyright or the person authorized to act on the owner's behalf;
  • Identification of the copyrighted work that you claim has been infringed;
  • Identification of the material that is claimed to be infringing and information reasonably sufficient to permit us to locate the material;
  • Your name, address, telephone number, and email address;
  • A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
  • A statement made under penalty of perjury that the above information in your notice is accurate and that you are the copyright owner or are authorized to act on the copyright owner's behalf.

If we receive such a claim, we reserve the right to refuse or delete Content as described under these Terms and to terminate a user's account. After receiving a claim of infringement, we will process and investigate notices of alleged infringement and will take appropriate actions and other applicable intellectual property laws. Upon receipt of notices complying or substantially complying with applicable laws, we will act expeditiously to remove or disable access to any material claimed to be infringing or claimed to be the subject of infringing activity, and will act expeditiously to remove or disable access to any reference or link to material or activity that is claimed to be infringing. We will take reasonable steps promptly to notify the user that we have removed or disabled access to such material.

Violations of Terms

If while using the Service, you encounter Content you find inappropriate, or otherwise believe to be a violation of these Terms, you may report it by sending an email to [email protected]

6. Payment

Fees

You agree to pay all fees and charges specified when you signed up for the Service and any part thereof. All fees are exclusive of applicable taxes (e.g. sales, use, or value-added tax), unless otherwise stated, and you are solely responsible for the payment of any such taxes that may be imposed on your use of the Service.

Credit Card Authorization

You may be asked to provide SharedKey with a credit card number from a card issuer that we accept in order to activate and/or pay for any fees related to the Service. SharedKey may seek pre-authorization of your credit card account prior to a purchase to verify the credit card is valid and/or has the necessary funds or credit available to cover your purchase. These pre-authorizations will reduce your available balance by the authorization amount until it is released or reconciled with the actual charge. Please contact your card issuer if you have additional questions regarding when an authorization amount will be removed from your statement.

Payment Method

SharedKey will charge the annual subscription fee and any other additional fees you authorize to the charge or credit card account provided by you. By authorizing SharedKey to charge a credit card for the fees associated with your subscription, you are authorizing SharedKey to automatically continue charging that card (or any replacement card if the original card is renewed, lost, stolen, or changed for any reason by the card issuer, and the issuer informs SharedKey of the new replacement card account) for all fees or charges associated with your subscription including any renewal fees as described below. You authorize the card issuer to pay any amounts described herein and authorize SharedKey, or any other company that acts as a billing agent for SharedKey, to continue to attempt to charge all sums described herein to your credit card account until such amounts are paid in full. You agree to provide SharedKey updated information on your credit card upon SharedKey's request and any time the information earlier provided is no longer valid. If payment is not received by SharedKey from your credit card issuer or its agents, you agree to pay all amounts due upon demand by SharedKey.

Automatic Renewal of Annual Subscription

When you sign up online for the Service, your annual subscription will be set to automatically renew upon its expiration. This means that unless you cancel your account prior to its expiration, your account will automatically renew for another year. At the time of renewal, we will charge your credit card the then-current fees to renew the Service. About thirty (30) days prior to your expiration date we will notify you by email to your SharedKey email address that your account is about to renew and remind you that your credit card will be billed the indicated Service fees on the renewal date.

Billing Information and Inquiries

SharedKey or its agents shall send an electronic invoice and receipt to your SharedKey email address whenever any Service fees are charged to your account.  If you believe you have been billed in error for the Service please notify us within 15 days of the billing date by contacting SharedKey Support at [email protected]

Cancellations and Refunds

All fees and charges paid by you in relation to the Service are nonrefundable, except as otherwise stated herein. Applicable local law may vary this policy.

Changes in Price

SharedKey may at any time, upon notice required by applicable law, change the price of the Service or any part thereof, or institute new charges or fees. Price changes and institution of new charges implemented during your subscription term will apply to subsequent subscription terms and to all new subscribers after the effective date of the change. If you do not agree to any such price changes, then you must cancel your account and stop using the Service. Your continued use of the Service after the effective date of any such change shall constitute your acceptance of such change.

7. Content Submitted or Made Available by You on the Service

License from You

Except for material we may license to you, SharedKey does not claim ownership of the materials and/or Content you submit or make available on the Service. However, by submitting or posting such Content on areas of the Service that are accessible by the public, you grant SharedKey a worldwide, royalty-free, non-exclusive license to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform and publicly display such Content on the Service solely for the purpose for which such Content was submitted or made available. Said license will terminate within a commercially reasonable time after you or SharedKey remove such Content from the public area. By submitting or posting such Content on areas of the Service that are accessible by the public, you are representing that you are the owner of such material and/or have authorization to distribute it.

Changes to Content

You understand that in order to provide the Service and make your Content available thereon, SharedKey may transmit your Content across various public networks, in various media, and modify or change your Content to comply with technical requirements of connecting networks or devices. You agree that the license herein permits SharedKey to take any such actions.

8. Trademark and Copyright Information

SharedKey, the SharedKey logo, and other SharedKey trademarks, service marks, graphics, and logos used in connection with the Service are trademarks or registered trademarks of Shared Key Inc. in Canada and/or other countries. Other trademarks, service marks, graphics, and logos used in connection with the Service may be the trademarks of their respective owners. You are granted no right or license in any of the aforesaid trademarks, and further agree that you shall not remove, obscure, or alter any proprietary notices (including trademark and copyright notices) that may be affixed to or contained within the Service.  No material, including, but not limited to, the material listed above, should be reproduced or used without our express written permission.

9. Termination

Termination by You

You may terminate your account and/or stop using the Service at any time. To terminate your account contact SharedKey Support at [email protected] Any fees paid by you prior to your termination are nonrefundable (except as expressly permitted otherwise by these Terms), including any fees paid in advance for the term during which you terminate. Termination of your account shall not relieve you of any obligation to pay any accrued fees or charges.

Termination by SharedKey

SharedKey may at any time, under certain circumstances and without prior notice, immediately terminate or suspend all or a portion of your account and/or access to the Service. Cause for such termination shall include, but not be limited to: (a) violations of the Terms or any other policies or guidelines that are referenced herein and/or posted on the Service; (b) a request by you to cancel or terminate your account; (c) discontinuance or material modification to the Service or any part thereof; (d) a request and/or order from law enforcement, a judicial body, or other government agency; (e) where provision of the Service to you is or may become unlawful; (f) unexpected technical or security issues or problems; (g) your participation in fraudulent or illegal activities; or (h) failure to pay any fees owed by you in relation to the Service. Any such termination or suspension shall be made by SharedKey in its sole discretion, without any refund to you of any prepaid fees or amounts, and SharedKey will not be responsible to you or any third party for any damages that may result or arise out of such termination or suspension of your account and/or access to the Service.

Effects of Termination

Upon termination of a Property Account you lose access to the Service as it relates to access to that specific Property Account.  Note that your Login ID would remain intact if you have access to other active Property Accoutns. If instructed by you, SharedKey shall delete all information and data stored in or as a part of the terminated Property Account including, but not limited to data files, photos and preferences.

10. Links and Other Third Party Materials

Links

Certain Content, components or features of the Service may include materials from third parties and/or hyperlinks to other web sites, resources or Content. Because SharedKey may have no control over such third party sites and/or materials, you acknowledge and agree that SharedKey is not responsible for the availability of such sites or resources, and does not endorse or warrant the accuracy of any such sites or resources, and shall in no way be liable or responsible for any Content, advertising, products or materials on or available from such sites or resources. You further acknowledge and agree that SharedKey shall not be responsible or liable in any way for any damages you incur or allege to have incurred, either directly or indirectly, as a result of your use and/or reliance upon any such Content, advertising, products or materials on or available from such sites or resources.

Google Maps Service

Use of the Google Maps service is subject to the following additional terms: Google Maps Terms of Service available at http://maps.google.com/help/terms_maps.html and Google Maps Legal Notices at http://maps.google.com/help/legalnotices_maps.html.

11. Disclaimer of Warranties

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.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK AND THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. SHAREDKEY AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IN PARTICULAR, SHAREDKEY AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO WARRANTY THAT (I) THE SERVICE WILL MEET YOUR REQUIREMENTS; (II) YOUR USE OF THE SERVICE WILL BE TIMELY, UNINTERRUPTED, SECURE OR ERROR-FREE; AND (III) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF THE SERVICE WILL BE ACCURATE OR RELIABLE.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. YOU FURTHER ACKNOWLEDGE THAT THE SERVICE IS NOT INTENDED OR SUITABLE FOR USE IN SITUATIONS OR ENVIRONMENTS WHERE THE FAILURE OR TIME DELAYS OF, OR ERRORS OR INACCURACIES IN, THE CONTENT, DATA OR INFORMATION PROVIDED BY THE SERVICE COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SHAREDKEY OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE Terms.

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. YOU EXPRESSLY UNDERSTAND AND AGREE THAT SHAREDKEY AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES , INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSSES (EVEN IF SHAREDKEY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (I) THE USE OR INABILITY TO USE THE SERVICE (II) ANY CHANGES MADE TO THE SERVICE OR ANY TEMPORARY OR PERMANENT CESSATION OF THE SERVICE OR ANY PART THEREOF; (III) THE UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE AND/OR SEND OR RECEIVE YOUR TRANSMISSIONS OR DATA ON OR THROUGH THE SERVICE; (V) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; AND (VI) ANY OTHER MATTER RELATING TO THE SERVICE.

12. Indemnity

You agree to defend, indemnify and hold SharedKey, its affiliates, subsidiaries, directors, officers, employees, agents, partners and licensors harmless from any claim or demand, including reasonable attorneys' fees, made by a third party, relating to or arising from: (a) any Content you submit, post, transmit, or otherwise make available through the Service; (b) your use of the Service; (c) any violation by you of these Terms; or (d) 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. You acknowledge that you are responsible for all use of the Service using your account, including any use by Property Accounts, and that these Terms apply to any and all usage of your account, including any use by Property Accounts. You agree to comply with these Terms and to defend, indemnify and hold harmless SharedKey from and against any and all claims and demands arising from usage of any Property Account, whether or not such usage is expressly authorized by you.

13. Notices

SharedKey may provide you with notices regarding the Service, including changes to these Terms, by email to your SharedKey email address (and/or other alternate email address if provided), by regular mail, or by postings on our website and/or the Service.

14. Governing Law

Except to the extent expressly provided in the following paragraph, these Terms and the relationship between you and SharedKey shall be governed by the laws of the Province of Alberta, excluding its conflicts of law provisions. You and SharedKey agree to submit to the personal and exclusive jurisdiction of the courts located within the City of Calgary, Alberta, to resolve any dispute or claim arising from these Terms.  Specifically excluded from application to this Agreement is that law known as the United Nations Convention on the International Sale of Goods.

15. General

These Terms constitute the entire agreement between you and SharedKey, govern your use of the Service and completely replace any prior agreements between you and SharedKey in relation to the the Service. You may also be subject to additional Terms of Service that may apply when you use affiliate services, third-party content, or third-party software. If any part of these Terms is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. The failure of SharedKey to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. You agree that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to this agreement. Any translation of these Terms is done for local requirements and in the event of a dispute between the English and any non-English versions, the English version of these Terms shall govern.  You agree that any claim or cause of action arising out of or related to these Terms or the use of the Service must be filed within six (5) month after the cause of action arose or be forever barred.

By using the Site or the Services, you consent to receiving electronic communications from SharedKey. These communications will include notices about your account and information concerning or related to the Services. You agree that any notice, agreements, disclosure, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. SharedKey is excused for any failure to perform to the extent that its performance is prevented by any reason outside of its control. These Terms compose the entire agreement between you and SharedKey and supersede all prior agreements between the parties regarding the subject matter contained herein.

 

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