Keyo Terms of Sale v1.1

KEYO – TERMS OF SALE

These Terms of Sale (the “Terms”) form a binding contract between you (the purchaser, “Customer”) and Keyo, Inc. (“Keyo,” “we,” “us,” or “our”) when you buy Keyo‑branded hardware, accessories, or subscription services (collectively, the “Products”). By placing an order, clicking “I Agree,” or using a Product, you accept these Terms.

1 Definitions.

• Order Confirmation – the email or other record by which Keyo accepts your purchase.
• Subscription Services – cloud or remote‑access features available only with an active Keyo service plan.
• Update – any patch, firmware, or software revision that Keyo makes available for a Product.
• Intellectual Property – all patents, patent applications, inventions, copyrights, mask‑works, trade secrets, software code (in any form), firmware, documentation, databases, know‑how, trademarks, service marks, trade dress, domain names, designs, and all other proprietary rights (and any applications, renewals, extensions, moral rights, and rights to sue for past infringement) embodied in or related to the Products or any portion thereof.

2 Order Process & Acceptance.   All Orders are subject to Keyo’s acceptance. Your receipt of an Order Confirmation constitutes our acceptance. We may cancel an Order (with a refund) if we cannot fulfill it, suspect fraud, or identify material pricing or availability errors.

3 Pricing, Taxes & Payment.    Prices shown exclude taxes and shipping. Applicable taxes are calculated at checkout based on the delivery address. We may pre‑authorize your payment method; you will be charged when your Order ships or, for digital items, when they are delivered.

4 Delivery; Title & Risk of Loss.    Products ship FOB Origin from Keyo’s warehouse via a carrier of our choice. Title and risk of loss pass to Customer upon Keyo’s hand‑off to the carrier. Delivery dates are estimates only.

5 Returns & Refunds – 30‑Day Guarantee.    If you are not satisfied, you may return the Product within thirty (30) days of delivery for a full refund of the purchase price. Returned items must be undamaged and include all accessories. Contact Keyo Support for a prepaid return label.

6 Limited Hardware Warranty.    Keyo warrants to the original Customer that the hardware portion of each Product will be free from defects in materials and workmanship under normal use for ninety (90) days from (a) the in‑store purchase date or (b) the online delivery date (the “Warranty Period”). Keyo will, at its option, repair, replace, or refund the defective Product.

6.1 Warranty Exclusions.   This warranty excludes damage caused by (i) accident, misuse, or abuse; (ii) modification or service by anyone other than Keyo; (iii) use with non‑Keyo components; or (iv) acts of God.

6.2 Disclaimer.   EXCEPT AS EXPRESSLY STATED, THE PRODUCTS ARE PROVIDED “AS IS” AND KEYO DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON‑INFRINGEMENT.

7 Customer’s Responsibility for Use; Compliance With Law.

7.1 No Control Over Customer’s Use. Keyo designs and supplies Products, but does not control, and is not responsible or liable for, how any Customer installs, operates, monitors, or otherwise uses a Product or for the results obtained from such use. Customer assumes all risks arising from its selection and use of the Products.

7.2 Legal Compliance. Customer agrees (a) to install and use each Product only in accordance with its documentation, and (b) to comply with all applicable federal, state, and local laws, regulations, and industry standards—including, without limitation, privacy and biometric‑information laws—relating to the possession, installation, and use of the Products and any data collected through them.

7.3 If a Product includes a camera, optical sensor, or other biometric reader, you agree to (a) use it only for lawful purposes, (b) post notice where required, © obtain any consents required by applicable privacy or biometric‑information laws, and (d) comply with Keyo’s Privacy Policy and Biometric Data Policy.

8 Software License & Intellectual‑Property Rights.

8.1 Limited License. Subject to Customer’s continued compliance with these Terms, Keyo grants Customer a personal, revocable, non‑exclusive, non‑transferable, and non‑sublicensable license to execute in object‑code form the software, firmware, and user interfaces pre‑installed on or delivered with a Product (collectively, the “Software”) for the useful life of that specific Product and solely as necessary to operate the Product in accordance with Keyo’s documentation.

8.2 Reservation of Rights. Except for the limited license in Section 8.1, all Intellectual Property is and remains the exclusive property of Keyo and its licensors. No title or other rights, express or implied, are granted to Customer.

8.3 Restrictions. Customer shall not (i) copy, modify, translate, reverse‑engineer, decompile, disassemble, or create derivative works of the Software, except to the limited extent that applicable law expressly permits despite this restriction; (ii) transfer, lease, sublicense, distribute, or otherwise assign the Software, the license, or the Product to any third party; (iii) bypass, disable, or defeat any security or licensing controls; or (iv) remove or alter any proprietary notices. Products are not intended to be used in connection with residential properties or personal use, and are sold only for use within the United States. You agree not to export, sell or transfer the Products (or any component) for use outside the United States.

8.4 Updates & Open Source. Section 9 governs Updates. Open‑source components, if any, are licensed under their respective licenses, copies of which are available upon request.

9 Critical Updates.    Keyo may provide Updates that are critical to security or functionality. Customer agrees to install such Updates promptly or enable automatic installation.

10 Insurance.    Keyo is not an insurer, and no portion of the purchase price is deemed an insurance premium. Customer is responsible for obtaining insurance covering life, property, or liability risks associated with the Products.

11 Indemnification.    Customer will defend, indemnify, and hold harmless Keyo and its affiliates, officers, directors, employees, and agents from any third‑party claim or liability arising out of (i) Customer’s breach of these Terms, (ii) Customer’s use or misuse of a Product, or (iii) Customer’s violation of applicable laws.

12 Limitation of Liability.    TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL KEYO BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS OR DATA). KEYO’S TOTAL LIABILITY FOR ANY CLAIM RELATING TO A PRODUCT SHALL NOT EXCEED THE AMOUNT PAID FOR THAT PRODUCT.

13 Dispute Resolution – Informal Talks First; Arbitration Thereafter.    Before either party commences formal proceedings, it must send the other written notice of the dispute and engage in good‑faith negotiations for thirty (30) days. Unresolved disputes will be settled by binding arbitration in Chicago, Illinois, administered by the American Arbitration Association under its Consumer Arbitration Rules. Class actions are prohibited. You may opt out of arbitration by providing written notice to support@keyo.co within sixty (60) days of your first Product purchase.

14 Governing Law & Venue.    These Terms are governed by Illinois law, without regard to conflict‑of‑law rules. Subject to Section 13, the state and federal courts located in Cook County, Illinois have exclusive jurisdiction.

15 Changes to These Terms.    Keyo may update these Terms from time to time by posting a revised version at the URL indicated below. The revised Terms apply to Orders placed after the revision date.

16 Miscellaneous.

16.1 Assignment.   Customer may not assign its rights or delegate its obligations without Keyo’s written consent, and any attempted assignment is void.

16.2 Severability.   If any provision is held unenforceable, the remainder remains in effect.

16.3 Notices.   Written notices to Keyo must be sent to: Keyo, Inc., 111 N. Wabash Ave., Ste 100, Chicago, IL 60602, USA, or to support@keyo.co.

16.4 Contact.   For support, warranty service, or returns, email support@keyo.co.

By completing your purchase, you acknowledge that you have read, understood, and agree to be bound by these Terms of Sale.

Last updated: May 2025