Last Updated: February 12, 2021

Welcome, and thank you for your interest in Bit Key Technologies, Inc. (“Bit Key,” “we,” or “us”) and our website at www.keevowallet.com, along with our related websites, software applications, and hardware products and accessories. These Terms and Conditions are a legally binding contract between you and Bit Key regarding your purchase of any product from Bit Key and your use of the Service (defined below).

PLEASE READ THE FOLLOWING TERMS CAREFULLY.

BY CLICKING ON THE “BUY”, “BUY NOW”, “PURCHASE”, “PAY NOW” OR OTHER SIMILAR BUTTON TO MAKE A PURCHASE, OR BY CLICKING “I ACCEPT,” OR BY DOWNLOADING OR INSTALLING SOFTWARE OR OTHERWISE ACCESSING OR USING THE BIT KEY SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING BIT KEY’S PRIVACY POLICY (TOGETHER, THESE “TERMS”). IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU SHOULD NOT PURCHASE A KEEVO WALLET AND YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICE. YOUR PURCHASE OF A KEEVO WALLET OR USE OF THE SERVICE, AND BIT KEY’S PROVISION OF ANY KEEVO WALLET OR THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY BIT KEY AND BY YOU TO BE BOUND BY THESE TERMS.

ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 16, you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND BIT KEY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. (See Section 16.)

1.     Bit Key Overview. Bit Key makes available a secure hardware product known as the Keevo Wallet (referred to as the “Keevo Wallet” in these Terms). Bit Key also offers provides additional services, such as key Keevo Care, an extended warranty protection plan for the Keevo Wallet, secure storage of user’s Carbon Key and Secure Storage and Beneficiary Service along with other services that Bit Key may add from time to time (the “Service”). Together, the Keevo Wallet and Service provide a safe and easy way to manage your crypto.
2.     Eligibility. You must be at least 18 years old to purchase Keevo Wallets and use the Service. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in compliance with any and all applicable laws and regulations.
3.     Accounts and Registration. In order to use the Keevo Wallet, you must install and run software provided by Bit Key where you will register and set-up your Keevo Wallet. To access the Service, you must also register for an account. When you register for an account, you are required to provide us with information about yourself, such as your name, email address, phone number and at least one valid payment method supported by Bit Key.    You may also be asked to provide other personal  information, depending on the type of services you purchase.  You agree that the information you provide to us is accurate.  It is the customer’s sole responsibility to input valid contact information and make sure to keep it accurate and up-to-date at all times. When you register, you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you must immediately notify Keevo at support@keevowallet.com.
4.     Use of the Keevo Wallet. You represent that each Keevo Wallet you purchase is for your own use and not for resale. Use of the Keevo Wallet may be subject to local laws, regulations, and ordinances in your jurisdiction. You are responsible for complying with all applicable laws. It is your responsibility to determine whether your use of the Keevo Wallet complies with local laws, regulations, and ordinances. You must also use each Keevo Wallet in accordance with the online instructions and these Product Terms of Use.
5.     Privacy Policy. Please carefully read the Bit Key Privacy Policy, for information relating to our collection, use, storage, disclosure of your personal information. The Bit Key Privacy Policy is incorporated by this reference into, and made a part of, these Terms.
6.     General Purchase and Payment Terms.

6.1          Availability. Purchases of the Keevo Wallet are subject to estimated availability as described on the Bit Key website at the time that you place your order and updated from time to time via communications through email.

6.2          Pricing. Bit Key reserves the right to determine pricing for the Keevo Wallet and Service, as well as charges for shipping the Keevo Wallet. Bit Key will make reasonable efforts to keep pricing information published on the website up to date. We encourage you to check our website periodically for current pricing information. Bit Key, at its sole discretion, may make promotional offers with different features and different pricing to any of Bit Key’s customers. These promotional offers, unless made to you, will not apply to your offer or these Terms. Except in the case of sales tax for certain locations which are identified when payment is taken, all import duties, taxes, tariffs, and other charges are not included in the Keevo Wallet price or shipping costs. These charges are your responsibility. All orders for the Keevo Wallet must be paid in full, including shipping, prior to shipment by Bit Key of the Keevo Wallet to you. Bit Key reserves the right to suspend delivery and performance until full payment is received.

6.3          Shipping Charges. You must pay all shipping charges for the location of the address you provide. Please note that the price displayed when placing an order is an estimation of the shipping cost based on the shipping address provided by you. If you reside in a remote location, as determined by one or more of our shipping carriers, there may be an additional charge.  We will provide a link to our carriers “remote areas” for your reference to determine your remote status and associated fees.  You must also pay all tariff, import, customs, tax, and other charges applicable in your jurisdiction. Please note that some countries or states may apply customs duties, VAT, importation documentation and taxes or other taxes. The payment for these taxes and the accurate information for shipping to your destination is your exclusive responsibility. Therefore, when placing an order, it is your responsibility to ensure with the local authorities that you comply with any prior formalities and payment of duties and taxes of any kind related to the import of a Keevo Wallet. If shipping costs to the address that you provide for an accepted pre-order, or a new shipping address you have requested, are higher than the shipping costs you paid at the time that you offered to purchase the Keevo Wallet, Bit Key may, in its sole discretion, require you to pay additional shipping fees or refund the full amount you paid.  

6.4 Customs, duties, Value Added Taxes (VAT), other taxes, and other importation requirements or fees.  Upon shipment of your order, you will be responsible for the payment of any and all  duties, customs fees VAT,  and taxes upon notification by the authorities in your jurisdiction.  If you do not pay the requisite pre-delivery importation fees levied by your government or jurisdiction associated with  your order and refuse to accept shipment from our carrier within 2 weeks of notification, Bit Key reserves the right to have the product returned to Bit Key at Bit Key’s expense and the order will be classified as abandoned.  With abandoned orders, you  will not be entitled to any refund for the payment you made for the product.  Bit Key will make at least two or potentially more  attempts to reach you via the contact information provided by you during this two week period and before informing you that the order will be considered abandoned. 

6.5          General Payment Terms. In order for your offer to purchase a Keevo Wallet to be eligible for Bit Key’s acceptance, you must pay the amount for the Keevo Wallet selected by you as set forth on the relevant payment page by credit card or cryptocurrency through BitPay, PayPal, or another payment method designated on our website. Payment does not guarantee acceptance by Bit Key. Bit Key may elect to offer premium Service features that require you to pay additional fees. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. All prices and fees are non-refundable except as expressly described in these Terms.

6.6          Currencies. All prices and fees are displayed in U.S. Dollars, and your payment can be made in either U.S. Dollars or supported cryptocurrencies. These supported cryptocurrencies will be noted on the Site. BitPay or another payment service provider (“Crypto Payment Gateway”) will calculate the amount of cryptocurrency to be paid according to the exchange rates chosen by the Crypto Payment Gateway at the time of the payment. Later changes to the chosen exchange rates will have no effect on the amount to be paid unless you do not make the payment within the time limit provided by the respective Crypto Payment Gateway. Unless stated otherwise herein, your payment includes the product price, shipping and handling costs, and other applicable costs and expenses pursuant hereto with the exception of the cryptocurrency transaction fees that may be charged by the respective Crypto Payment Gateway. You hereby acknowledge that the Crypto Payment Gateway is solely responsible for the processing of your payment and for any information you filled in during the payment procedure. Please also see our Refund Policy regarding refunds for payments made with cryptocurrencies.

6.7          Authorization. You authorize Bit Key to charge all sums for the orders that you make as described in these Terms or published by Bit Key, to the payment method specified in your account or otherwise provided at the time of purchase. If you pay any fees with a credit card, Bit Key may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase. You should be aware that online payment transactions are subject to validation checks by your card issuer and we are not responsible if your card issuer declines to authorize payment for any reason. Please note that it is possible that your card issuer may charge you an online handling fee or processing fee. We are not responsible for this.

6.8          Orders. Your order constitutes an offer to purchase a Keevo Wallet, and all orders are subject to Bit Key’s acceptance. Except to the extent prohibited by applicable law, Bit Key may accept, decline, or place limits on your order for any reason, and Bit Key may apply quantity limitations on orders in its sole discretion. You do, however, acknowledge that by clicking on the “Buy”, “Buy Now”, “Purchase”, “Pay Now” or other similar button, you enter into an obligation to pay for the Keevo Wallet and any Services purchased. Bit Key’s notice to you that your shipment is ready constitutes Bit Key’s acceptance of your order. Bit Key will send you an email to the address provided by you once the Keevo Wallet is ready for shipment to indicate whether your pre-order has been accepted or rejected. For orders that are ready to ship, you will receive a shipment confirmation together with the invoice. If the order is for a future release or out of stock item, an email communication will be sent to you when the product becomes available for shipping requesting confirmation of shipping information. Bit Key will charge any remaining amount due to your payment method when the Keevo Wallet is shipped to you.

We reserve the right to reject your order at any time before its acceptance, including, but not limited to, instances where there has been an obvious error in price or where the product is no longer in inventory. If we do not accept your order within ninety (90) days from when you placed your order, the order is considered as rejected. If Bit Key rejects your offer, Bit Key will, as your sole and exclusive remedy and Bit Key’s sole and exclusive liability, refund the amount you paid as described in Section 6.11. If you have any questions, comments, or concerns regarding Bit Key’s pre-order acceptance policy, or if you believe that your pre-order was rejected in error, please contact Bit Key at contact@keevowallet.com. If you need to update your shipping address or payment information after you place an order, please contact Bit Key at contact@keevowallet.com.

Bit Key will ship the Keevo Wallet to the most recent shipping address you provided. If Bit Key is unable to charge the remaining amount due or the shipment is returned due to an incorrect shipping address or otherwise undeliverable, Bit Key may or may not , at its sole discretion, provide you a full refund of the amount you paid (less any bank fees, dues, or taxes associated with the refund) or continue to attempt to contact you. Bit Key will make reasonable efforts to contact you to arrange settlement  after that 30 day period, but if Bit Key does not receive a response from you within 90 days of Bit Key’s initial request for your shipping address, or if Bit Key is not able to process your refund after that 30 day period (for example, due to a cancelled credit card), then Bit Key will treat the amount that you paid as unclaimed property in accordance with applicable law.

6.9          Title, Risk of Loss. Title to the Keevo Wallet will pass to you when the Keevo Wallet is delivered to the carrier, after which all risk of loss or damage to any Keevo Wallet will be yours.

6.10          Delivery. Bit Key will attempt in good faith to deliver the Keevo Wallet in accordance with your order or any other schedule Bit Key may provide to you when placing the order, but Bit Key will not be responsible or liable for any delays or failure in such delivery. Bit Key expressly reserves the right to effect delivery in any number of separate shipments, and the modes of transport and carriers will be decided at Bit Key’s discretion. During any period of shortage, Bit Key may allocate its supply of Keevo Wallets in any manner Bit Key deems appropriate. Your order will be delivered to the delivery address you specify when placing your order. If your delivery address is geographically remote or otherwise difficult to deliver to, it is possible that we may not be able to deliver there. If that is the case, we will notify you before we accept your order. Orders cannot be delivered to P.O. Box or similar addresses. Bit Key will not be responsible or liable for any delay or failure to deliver due to any cause which is unavoidable or beyond Bit Key’s reasonable control. In such cases, Bit Key will have the right, at its option, without penalty or any liability for breach, to terminate all or any part of any order or to reschedule delivery within a reasonable time.

6.11        Inspection. You should carefully examine all deliveries of the Keevo Wallet upon delivery, and notify Bit Key of any alleged error, shortage, defect or non-conformity of the Keevo Wallet within 8 days after receipt. Your failure to examine and report will constitute a waiver of any claim against Bit Key arising under these Terms or by law with respect to any such error, shortage, defect, or non-conformity reasonably discoverable by examination. You agree to make any and all claims for damage or loss in transit against the carrier.

6.12        Refunds Before Shipment. Bit Key allows you to request a refund for a Keevo Wallet until Bit Key notifies you that Bit Key is ready to ship. Refunds may take up to 30 business days to process. Any bank fees, payment fees, dues, taxes associated with the refund will be deducted from the refunded amount. For more information, see our Keevo Refund Policy.

6.13        Keevo Wallet Information; Changes. While we have taken reasonable steps to depict the Keevo Wallet as accurately as possible through the photographs and other images featured on our websites, the detailing (such as color, pattern and texture, etc.) that  you see on-screen will depend on your monitor and, as such, may not exactly reflect the actual detailing of a Keevo Wallet when you receive it. In addition, the product design may change from the time that you submitted your offer to Bit Key and the time that the Keevo Wallet is shipped. Bit Key expressly reserves the right, at any time and without notice, to discontinue the production or change the specifications or design of any Keevo Wallet or any Services.

6.14        Delinquent Accounts. Bit Key may suspend or terminate access to the Service for any account for which any amount is due but unpaid. In addition to the amount due for the Service, a delinquent account will be charged with fees or charges that are incidental to any chargeback or collection of any the unpaid amount, including collection fees.

1.     Licenses

7.1          Limited License. Subject to your complete and ongoing compliance with these Terms, Bit Key grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to: (a) install and use one object code copy of the software associated with the Keevo Wallet (“Software”) on a device that you own or control; and (b) access and use the Service, if applicable.

7.2          License Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, or publicly perform the Software; (b) make modifications to the Software; or (c) interfere with or circumvent any feature of the Software, including any security or access control mechanism. If you are prohibited under applicable law from using the Software or Service, you may not use it.

7.3          Feedback. If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to any Keevo Wallet or the Service (“Feedback”), then you hereby grant Bit Key an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve Keevo Wallets and the Service and create other products and services.

1.     Ownership; Proprietary Rights. The Service is owned and operated by Bit Key. The Keevo Wallets and the visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), software, services, and all other elements of the Service and Software (“Materials”) are protected by intellectual property and other laws, and are the property of Bit Key or our third-party licensors. All Materials included in the Service are the property of Bit Key or its third party licensors. Except as expressly authorized by Bit Key, you may not make use of the Materials. Bit Key reserves all rights to the Materials not granted expressly in these Terms.
2.     Third Party Terms

9.1          Third Party Software. The Service may include or incorporate third party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third Party Components”). Although the Service is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third Party Components under the applicable third party licenses or to limit your use of Third Party Components under those third party licenses.

1.   Prohibited Conduct. BY USING THE SERVICE YOU AGREE NOT TO:

(a)   use any Keevo Wallet or the Service for any illegal purpose or in violation of any local, state, national, or international law;

(b)   violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third party intellectual property right;

(c)   interfere with security-related features of any Keevo Wallet or the Service, including by: (i) disabling or circumventing features that prevent or limit use or copying of any content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law;

(d)   perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, accessing any other Service account without permission;

(e)   use, evaluate, view, or copy the Service or Keevo Wallet, including any source code or user interface, in whole or in part, in order to compete with the Bit Key; or

(f)    sell or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 8) or any right or ability to view, access, or use any Materials; or

(g)   attempt to do any of the acts described in this Section 10 or assist or permit any person in engaging in any of the acts described in this Section 10.

1.   Modification of these Terms. We reserve the right to change these Terms on a going-forward basis at any time.    Please check these Terms periodically for changes.  If a change to these Terms materially modifies your rights or obligations, we may require that you accept the modified Terms in order to continue to use the Service.  Material modifications are effective upon your acceptance of the modified Terms. Immaterial modifications are effective upon publication. Except as expressly permitted in this Section 11, these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.
2.   Term, Termination and Modification of the Service

12.1        Term. These Terms are effective beginning when you accept the Terms or first download, install, access, or use the Software or Service, and ending when terminated as described in Section 12.2.

12.2        Termination. If you violate any provision of these Terms, your authorization to access the Software, Service, and these Terms automatically terminate. In addition, Bit Key may, at its sole discretion, terminate these Terms or your account on the Service, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice. You may terminate your account and these Terms at any time by contacting customer support at support@keevowallet.com.

12.3        Effect of Termination. Upon termination of these Terms, you will no longer be authorized to access your account or the Service, and you must pay Bit Key any unpaid amount that was due prior to termination. All payment obligations accrued prior to termination and Sections 7.3, 8, 12.3, 13, 14, 15, 16 and 17 will survive.

12.4        Modification of the Services. Bit Key reserves the right to modify or discontinue the Services at any time (including by limiting or discontinuing certain features of the Services), temporarily or permanently, without notice to you. Bit Key will have no liability for any change to the Service or any suspension or termination of your access to or use of the Service.

12.5        Export Control. You acknowledge that the Keevo Wallet may be subject to export control laws and other laws and regulations of the United States and other countries, and that you are responsible for compliance with all applicable export control laws and regulations. You represent that you will not export, re-export, or transfer indirectly or directly any Keevo Wallet outside of the United States without obtaining proper authorization from the applicable government agencies. Without limiting the immediately preceding sentence, you will not export, re-export, or transfer directly or indirectly any Keevo Wallet to: (i) an embargoed/terrorist supporting country, including Cuba, Iran, North Korea, Syria, Sudan, or any other such country as determined by the U.S. government; (ii) a person or entity barred by the U.S. Government on export activity lists, including persons or entities on the Treasury Department Specially Designated National List, Entities List, and Denied Persons List; or (iii) any destination for an end use that is prohibited by applicable law. You will defend and hold Bit Key harmless against all claims, damages, or liability resulting from breach of the foregoing.

12.6        Support. You may request support for the Services, including any problems with the Keevo Wallet, by contacting us at support@keevowallet.com. Bit Key is under no obligation to provide specific levels of support, or to meet specific response or resolution times.

1.   Indemnity. To the fullest extent permitted by law, you are responsible for your use of the Keevo Wallet and the Service, and you will defend and indemnify Bit Key and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “Bit Key Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with: (a) your unauthorized use of, or misuse of, any Keevo Wallet or the Service; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.
2.   Limited Keevo Wallet Warranty; Disclaimers

14.1        Limited Warranty for the Keevo Wallet. For a period of 90 days from the date of shipment to you, Bit Key warrants against defects in materials and workmanship of the Keevo Wallet. Bit Key does not warrant against normal wear and tear, items consumed or expended by their normal use, product misuse, intentional or accidental damage, or damage caused by any modification of the Keevo Wallet. Modification of the Keevo Wallet, including making permanent cosmetic changes, replacing the software or firmware, or other unauthorized changes, voids this limited warranty. Unless otherwise required by law, any implied warranties are limited to the foregoing warranty periods. If you submit a valid claim under this limited warranty, Bit Key at its sole discretion will authorize your return of the Keevo Wallet for: (a) repair with new or refurbished parts; (b) replacement with a new or refurbished product that is equivalent to the product to be replaced; or (c) a refund of the purchase price. This limited warranty gives you specific legal rights, and you may also have other legal rights which vary from state to state.

14.2        Warranty Returns. You must obtain prior authorization for your warranty claim before shipping any product to Bit Key by contacting us at contact@keevowallet.com. All Keevo Wallet returns must be shipped in the original packaging. The costs incurred in connection with returning the product to us and back to you shall be borne by you. If we find out that the product was defective or damaged at the time of its delivery, you are entitled to a refund of the necessary shipping costs. For repairs not covered by this limited warranty, you will be required to pay the cost of repair and shipping.

14.3        Service Disclaimer. THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. BIT KEY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. BIT KEY DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND BIT KEY DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR BIT KEY ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE BIT KEY ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING USER CONTENT.

THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Bit Key does not disclaim any warranty or other right that Bit Key is prohibited from disclaiming under applicable law.

15.    Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL BIT KEY ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, ANY KEEVO WALLET OR THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY BIT KEY ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

EXCEPT AS PROVIDED IN SECTION 16.4 AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE BIT KEY ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY KEEVO WALLET OR ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO BIT KEY IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO CLAIM; OR (B) $100.

EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 15 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

16.    Dispute Resolution and Arbitration

16.1        Generally. In the interest of resolving disputes between you and Bit Key in the most expedient and cost effective manner, and except as described in Section 16.2, you and Bit Key agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND BIT KEY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

16.2        Exceptions. Despite the provisions of Section 16.1, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.

16.3        Arbitrator. Any arbitration between you and Bit Key will be settled under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Bit Key. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.

16.4        Notice of Arbitration; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Bit Key’s address for Notice is: Bit Key, Inc., 20020 Spaich Court, Saratoga, CA 95070.  The Notice of Arbitration must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Bit Key may commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. During the arbitration, the amount of any settlement offer made by you or Bit Key must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the arbitrator awards you an amount higher than the last written settlement amount offered by Bit Key in settlement of the dispute prior to the award, Bit Key will pay to you the higher of: (i) the amount awarded by the arbitrator; or (ii) $10,000.

16.5        Fees. If you commence arbitration in accordance with these Terms, Bit Key will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in Santa Clara, California, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Bit Key for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.

16.6        No Class Actions. YOU AND BIT KEY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Bit Key agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

16.7        Modifications to this Arbitration Provision. If Bit Key makes any future change to this arbitration provision, other than a change to Bit Key’s address for Notice of Arbitration, you may reject the change by sending us written notice within 30 days of the change to Bit Key’s address for Notice of Arbitration, in which case your account with Bit Key will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.

16.8        Enforceability. If Section 16.6 is found to be unenforceable or if the entirety of this Section 16 is found to be unenforceable, then the entirety of this Section 16 will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 17.3 will govern any action arising out of or related to these Terms.

17.    Miscellaneous

17.1        General Terms. These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and Bit Key regarding your purchase of Keevo Wallets and use of the Service. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to”. If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.

17.2        Force Majeure.  Bit Key will not be liable to you for any delay in delivery of the Keevo Wallet or your inability to access the Service, including any delay or lack of access due to an event beyond Bit Key’s reasonable control, such as an act of God, terrorism, war, political insurgence, insurrection, riot, civil unrest, act of civil or military authority, uprising, earthquake, flood or any other natural or man-made condition outside of Bit Key’s control. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms or any Order Contract that is caused by events outside our reasonable control.

17.3        Governing Law. These Terms are governed by the laws of the State of California without regard to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods will not apply to any provision of these Terms. You and Bit Key submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Santa Clara County, California for resolution of any lawsuit or court proceeding permitted under these Terms. We operate the Service from our offices in California, and we make no representation that Materials included in the Service are appropriate or available for use in other locations.

17.4        Additional Terms. Your purchase of a Keevo Wallet and use of the Service is subject to all additional terms, policies, rules, or guidelines that we may post or link to at the time of purchase or presented on the Service (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.

17.5        Consent to Electronic Communications. You consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

17.6        Contact Information. The Service is offered by Bit Key, Inc., located at 19630 Allendale, number 2086, Saratoga, CA 95070.  You may contact us by sending correspondence to that address or by emailing us at contact@keevowallet.com.

17.7        Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.

17.8        No Support. We are under no obligation to provide support for any Keevo Wallet or the Service. In instances where we may offer support, the support will be subject to published policies.

17.9        International Use. We make no representation that products or the Service is appropriate or available for use outside of the United States. Access to the Service from countries or territories or by individuals where such access is illegal is prohibited.