Terms of Use Welcome to the Key Nexus website (the "Site"). Key Nexus is a division of Dark Matter Labs Inc. The following terms and conditions ("Terms") exclusively govern both your use of the Site, and your purchase of any Key Nexus products and/or services acquired through your use of the Site, and constitute the entire agreement between you or the third party company user who you represent, and Key Nexus. 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 or any products or services acquired through the Site. If you are using this Site or acquiring Key Nexus products or services on behalf of a third party user such as a company, you personally represent and warrant to Key Nexus 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 and/or ordering Key Nexus products and/or services through the use of the Site is referred to herein as the "user", and it is an express pre-condition to the use of this Site and any Key Nexus products or services ordered or accessed through the Site that users agree to be bound by the terms hereof. Limited License To Use Subject to user's compliance with these Terms, Key Nexus 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, providing information to the Site, and ordering products and services from Key Nexus through the Site. Further, upon acceptance by Key Nexus of a user's application to purchase services, user will be granted a limited, non-exclusive, non-transferable license to use the services subject to user's compliance with these Terms, including the payment of any associated fees, and any instructions for use provided by Key Nexus from time to time. Without limiting the generality of the foregoing, user will ensure that: (i) any data that user loads or enters into the Key Nexus service, as well as any results from processing such data (collectively, "User Data") is in a proper format, as specified by Key Nexus in the user information; (ii) user's personnel are familiar with the use and operation of the service; (iii) user will not use the Key Nexus products and services in conjunction any other software, data or equipment which may adversely impact the functioning of the services; (iv) user's use of the Key Nexus services, including the disclosure of any User Data, will not conflict with any legal, contractual or other obligation of user. Key Nexus 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. Key Nexus 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, terms and conditions 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. Accounts If user wishes to purchase Key Nexus products or services, user must apply for a Key Nexus account by completing an application form [Sign-Up here]. DML may accept or reject any application at its sole discretion, and will endeavour to notify an applicant as soon as possible if it cannot accept the application. If accepted, Key Nexus will issue a password and user name for the purpose of accessing user's account through the Key Nexus portal. User warrants that all information contained on the application form is accurate and complete, and user will ensure that the information is kept current during the Term. Key Nexus may assume that the latest user information on file, including email addresses and passwords, is accurate and current. User accounts are personal and non-transferable, and are subject to any limits imposed by Key Nexus. User will be solely responsible for maintaining the confidentiality of its account password and other access information, and for all activities that occur under user's user name and/or via user's account. User's password should be updated on a regular basis. User agrees to notify Key Nexus immediately in the event of any unauthorized use of user's account, or other security breach. Prohibited Uses The Site, and any products and services licensed or sold through 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, Key Nexus' products, services, network and systems, or of any information, images or other materials on the Site is strictly prohibited and Key Nexus reserves the right, at its sole discretion and without liability, to immediately suspend or terminate any user account used, or which Key Nexus reasonably believes is being used, in violation of these Terms. Without limiting the generality of the foregoing, Key Nexus specifically prohibits the use of the Site, any content contained on the Site, or any Key Nexus products or services, 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 Key Nexus' 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 Key Nexus' consent; (viii) filing, undertaking or pursuing any claims, proceedings, suits or actions against Key Nexus, 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 Key Nexus' 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 Key Nexus 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 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 or made available to user in conjunction with the services, without Key Nexus' express prior written consent. Consent may be subject to additional terms. Trademarks appearing on the Site are licensed or owned by Key Nexus or their respective owners, and will not be deemed to be in the public domain. Key Nexus 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 Key Nexus supplies these files to users as a service subject to these Terms. Nothing contained herein shall be construed as a grant by Key Nexus or by the third party owner of the files of any proprietary rights in the files or related materials. ALL USER DATA AND ANY KEYS GENERATED USING THE KEY NEXUS SERVICES ARE AND SHALL REMAIN THE EXCLUSIVE PROPERTY OF USER, AND KEY NEXUS OBTAINS NO RIGHTS OR LICENSES IN OR TO ANY USER DATA OR KEYS OTHER THAN AS MAY BE NECESSARY FOR THE PURPOSE OF OPERATING KEY NEXUS SERVICES FOR USER'S BENEFIT. USER WARRANTS THAT THE USER DATA SHALL NOT CONTAIN ANY INFORMATION THAT IS CLASSIFIED OR RESTRICTED, OR TO WHICH EXTRAORDINARY PROTECTION MEASURES OTHERWISE APPLY. Limited Warranties THE SITE IS PROVIDED "AS IS". Information contained on the Site is provided by Key Nexus as a convenience only. Key Nexus will use reasonable efforts to keep the Site operational 24 hours per day, 7 days, per week, but does represent that there will not be both planned and unplanned downtime. User understands that access to the Site and the services may be delayed, interrupted, suspended or terminated from time to time and, except as expressly set out in the Service Level Agreement ("SLA"), if any, purchased by user, Key Nexus 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 Key Nexus. While Key Nexus 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. Key Nexus warrants that, during the paid subscription period, the Key Nexus products and services will function substantially in accordance the applicable service description and documentation, provided that: (i) the service is implemented and used in accordance with the instructions provided by Key Nexus from time to time; (ii) user promptly (but in any event, within 10 days) notifies Key Nexus of the alleged default; (iii) user has promptly implemented any updates supplied by Key Nexus; (iv) the alleged defect does not result from use of the services in accordance with third party software, hardware, systems or services; and (v) user is not in default of any of its obligations under these Terms, including its obligation to pay any fees. Key Nexus' sole liability and user's sole remedy for a breach of the foregoing warranty shall be Key Nexus' good faith efforts to correct or replace the defective products or services or, if Key Nexus determines that it is not economically or technically feasible to do so, it shall provide user with an equitable partial or full refund of the amounts paid with respect to the defective product or service. These remedies shall be exclusive, even if they fail as to their essential purpose. This warranty does not apply to free evaluation or developer licenses, sample or pseudo code, or collateral materials, all of which are provided "as is" without warranty of any kind. KEY NEXUS EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS, WARRANTIES, CONDITIONS AND ENDORSEMENTS OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO INFORMATION, PRODUCTS, SERVICES, 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, KEY NEXUS DOES NOT WARRANT THAT THE SITE, OR ANY MATERIALS, PRODUCTS, OR SERVICES PROVIDED THROUGH USE OF THE SITE, WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, OR THAT ANY DEFECTS WILL BE CORRECTED, NOR DOES IT WARRANT THAT THE SITE OR KEY NEXUS PRODUCTS OR SERVICES 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 at solely at user's own risk. Key Nexus 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 Key Nexus Liability for Third Party Content Key Nexus is a distributor, and not a publisher, of any content supplied by any third parties users of the Site. Key Nexus 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 Key Nexus, and Key Nexus 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 Key Nexus and/or which are not under the control of Key Nexus. Key Nexus provides hyperlinks to the Linked Sites as a convenience only, and their inclusion does not imply warranties, representations, endorsements, approvals, verification or investigation by Key Nexus or its agents of the Linked Sites, or of any products or services offered on or through the Linked Sites. Further, Key Nexus 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 NO EVENT WILL KEY NEXUS, ITS AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR REPRESENTATIVES, OR ANY OTHER PARTY INVOLVED IN CREATING OR DELIVERING THE SITE OR THE KEY NEXUS PRODUCTS AND SERVICES, BE LIABLE TO USER OR TO ANY THIRD PARTY FOR: (I) ANY DIRECT DAMAGES IN EXCESS OF THE AMOUNT PAID BY USER TO KEY NEXUS IN CONNECTION WITH THE TRANSACTION THAT IS THE SUBJECT OF THE CLAIM (WITH TOTAL AGGREGATE LIABILITY ARISING IN CONNECTION WITH USER USE OF THE SITE NOT TO EXCEED THE TOTAL AMOUNT OF THE SUBSCRIPTION FEES PAID BY USER TO KEY NEXUS IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE MOST RECENT CLAIM), OR FOR (II) ANY INDIRECT, SPECIAL CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, 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, KEY NEXUS PRODUCTS OR SERVICES, 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 KEY NEXUS 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 Key Nexus, 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 Key Nexus products or services, or 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 KEY NEXUS, AND THAT ABSENT USER'S AGREEMENT TO THIS PROVISION, KEY NEXUS WOULD NOT PROVIDE THE SITE, MATERIALS, CONTENT, PRODUCTS, SERVICES OR ACCOUNTS TO USER. User Information - Acknowledgement and Consent User may be asked to provide certain information to Key Nexus. User is solely responsible for the nature, content and accuracy of any information provided. Key Nexus' use of any personal information that is submitted by a user, such as user's name, address and payment information, shall be governed by Key Nexus' 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. Any such communications and transmissions posted on the Site shall be deemed to constitute an irrevocable assignment of all rights, title and interest in such information to Key Nexus. User acknowledges and agrees that Key Nexus shall not have any obligation to keep such information confidential, and shall not be liable for any use or disclosure of such information. Key Nexus 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. Additional Commercial Terms for Key Nexus Subscribers Prices for Key Nexus products and services are outlined on the pricing schedule contained on the Site. Prices include unlimited online data storage of user accounts and keys, and not less than weekly backups. All prices are in United States dollars, and are net of any applicable taxes all of which shall be the responsibility of, and paid by, the user. Subscription fees are payable monthly in advance, and are due on the date of commencement of the services, and each month thereafter. Amounts owing for usage are automatically charged to user's credit card at the end of each monthly billing cycle. Key Nexus reserves the right, at any time, to change its prices and billing methods for the products and services. Changes will be effective five (5) days from the date that they are posted to the Site or communicated to the user by email notification. If user does not agree with the changes, the user may terminate the services. Key Nexus services may be ordered via the Key Nexus user portal. Key Nexus' services are delivered electronically over the Internet via secure socket layer (SSL) encryption. Key Nexus does not store any credit card information from users. Instead, Key Nexus passes credit card information to a third party PCI Level 1 Compliant payment processor, who then stores the information in its system. Neither Key Nexus or its affiliates shall be responsible, and shall have no liability whatsoever, for any problems and resulting losses, costs or damages that arise as a result of user credit card information being misused after Key Nexus has passed it to its payment processor for storage. User may terminate any services purchased from Key Nexus at any time. Given the nature of the services, Key Nexus does not provide refunds unless there has been a billing error on the part of Key Nexus. In particular, Key Nexus will not refund or pro-rate subscription fees for any portion of the final billing cycle which is unused following termination by user. Upon termination of the services, user access to Key Nexus systems, keys, and any user information and data previously created and stored, will terminate. User will be invoiced for, and agrees to pay, all previously unbilled amounts owing in respect of services rendered up to and including the effective date of termination. Support will be provided via the Key Nexus support website and telephone help desk, as specified in the Service Level Agreement (SLA). On-site support is not included, and any support beyond that set out in the Service Level Agreement shall be provided at Key Nexus' sole discretion, and subject to its then current hourly rates. US Government End-Users: The Key Nexus products and services, including documentation and other collateral materials, are "Commercial Items" as defined at 48 C.F.R 2.201, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation" as such terms are used in 48 C.F.R. 12.212 or 48 C.F.R. 227.7202-4, as applicable, and as they may be amended from time to time. The products, services and collateral materials are licensed to U.S. Government End Users: (a) only as Commercial Items, and (b) with only those rights as are granted to all other end-users pursuant to these Terms. Unpublished rights are protected under US and international copyright laws. The owner of the software is Dark Matter Labs, Inc., with offices at 1 - 2687 Nugget Terrace, Victoria, British Columbia, Canada. Developer and Evaluation Use Key Nexus may offer limited developer and/or evaluation accounts at no charge. Users are granted a limited license to deploy the Key Nexus services in a test environment for a limited period of time only, and use for any commercial purpose is strictly prohibited. Use of developer and/or evaluation accounts is at user's risk, and user acknowledges that cryptographic keys generated using developer or evaluation accounts are weak, non-randomized keys and should not be used for any form of production use. Key Nexus expressly disclaims any liability with respect to the use of developer or evaluation accounts. These accounts may be refreshed or cleared of data from time to time by Key Nexus at its sole discretion. Monitoring Key Nexus 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 Key Nexus. Key Nexus 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 Key Nexus' 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, and any products and services purchased through the Site, including all applicable export laws. If user resides in the European Union or if any transfer of information between user and Key Nexus 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 contemplated by the features and activities provided by the Key Nexus products and services. Other You agree to review the policies posted on this Site, including Key Nexus' Privacy Policy. These policies also govern your use of the Site. Key Nexus 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 contract formed through the use of this Site will be deemed to have been formed and executed within the Province of British Columbia, Canada. The application of the United Nations Convention on Contracts for the International Sale of Goods is hereby expressly excluded. Any disputes arising under these terms or otherwise in connection with user's use of the Site, or Key Nexus products or services, 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) Key Nexus 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 Key Nexus 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 meme que toute la correspondence et la documentation relative a ces termes d'usage, soient redigees en langue anglaise. If you wish to contact Key Nexus 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.