Keycafe

Updated Terms of Service

We've recently updated our Terms of Service and added several new agreements. If you signed up for an account on or after October 23, 2025, the updated Terms of Service apply to you. If you signed up for an account prior to October 23, 2025, these new Terms of Service go into effect per the effective date in the email and in-app notices. Please read these Terms of Service carefully. You can learn more on our blog regarding the update.

Keycafe Terms of Service

Last Updated: October 23, 2025

These Enterprise Terms of Service (the "Terms") govern access to and use of Keycafe’s products by the customer identified on the applicable invoice, order form, or account ("Customer" or "you") and its Authorized Users. By creating an account, selecting an acceptance control (e.g., Accept, Agree, or local-language equivalent), adding Equipment, continuing to use the Products, or paying an invoice, you accept these Terms. The individual taking such action represents that they are authorized to bind the Customer.

  1. Documents & Priority

    1.1 Order of Precedence. If there is a conflict among documents: (a) a mutually signed Addendum or an Order Form that expressly amends these Terms controls; then (b) these Terms; then (c) the Contractual Schedules. Quotes and invoices are commercial only and do not amend these Terms.
    1.2 Changes. Keycafe may, from time to time, update these Terms and any Contractual Schedule. We will provide notice of material changes through the Service and, for Customers with an active paid Subscription Term, by email to their administrative or billing contacts; the method of notice may vary by customer category. Your continued use of the Products or continued payment after the effective date constitutes acceptance. If we make a non-security change that materially reduces paid functionality and do not provide a substantially equivalent alternative, you may timely terminate the affected subscription (by providing notice within thirty (30) days of our change notice) and receive a pro-rata refund of prepaid fees for the unused remainder. Any material downgrade to a Contractual Schedule that reduces your rights or materially increases your obligations is treated the same way.
    1.3 Contracting Entity. "Keycafe" means the Keycafe entity on your Order Form/invoice, or if none is specified, the entity licensed to provide the Products in your country/primary deployment region. "Keycafe Group" means Keycafe Inc. and affiliates:
     
    • Keycafe Inc. — Canada
    • Keycafe (EU) Cooperatief U.A. — European Union
    • Keycafe (US) Inc. — United States of America
    • Keycafe (Japan) LLC — Japan
    • Keycafe ULC — Rest of World
    1.4 PO / Portal Knock‑Out; Standardized Platform.
     
    1. Platform & Pricing Premise. The Products are provided off‑the‑shelf on a standardized, multi‑tenant basis, and our published pricing and rapid onboarding rely on the document architecture and risk allocations in these Terms (including Section 6, 10, 13–16). Bespoke legal obligations are not included in published pricing. Price changes (including under Section 7.3) do not modify the allocation of risk in these Terms.
    2. Non‑Keycafe Terms Knock‑Out. "Non‑Keycafe Terms" means any terms, now or in the future, not authored by Keycafe—whether issued by Customer, a Customer Affiliate, or a third party acting for Customer (including procurement/vendor portals, platforms, channels and networks such as Coupa/Ariba/Grainger/SHI/Workday, marketplaces, supplier handbooks, onboarding packets, security/privacy questionnaires or attestations, policy acknowledgments, click‑throughs, email footers, invoices/quotes, URLs, or other online locations)—even if viewed, clicked, acknowledged, administratively signed, or otherwise "accepted" by Keycafe personnel. ALL NON‑KEYCAFE TERMS ARE ADMINISTRATIVE ONLY, HAVE NO FORCE OR EFFECT, AND DO NOT AMEND THESE TERMS. Keycafe’s shipment, delivery, renewal, change orders or account expansion (including adding locations, users/seats, devices/SKUs/features/usage limits), true‑up, or performance is not acceptance of any Non‑Keycafe Terms. ANY ADDITIONAL OR DIFFERENT TERMS ARE REJECTED IN ADVANCE (INCLUDING UNDER UCC § 2‑207 OR SIMILAR LAW).
    3. Change Requirements. Any deviation from these Terms requires a mutually signed Addendum or Keycafe‑issued Order Form that expressly identifies the specific provision(s) of these Terms being amended, signed by a Keycafe authorized signatory per Section 1.5.
    4. Procurement Channels; No End‑Around. As between the parties, any conflicting or additional terms imposed by resellers, marketplaces, brokers, or procurement platforms are void. Customer will defend and indemnify Keycafe for claims arising from any such imposed terms as provided in Section 15.1.
    5. No Duty to Monitor or Stamp. Keycafe has no obligation to monitor, review, track, or respond to procurement or vendor‑management portal postings, updates, notices, questionnaires, or "acknowledgment" tasks, and Keycafe’s failure to object, click, stamp, or respond will not be deemed acceptance or waiver. Submission of quotes, invoices, EDI transactions, or onboarding through such systems is for routing/payment only and does not add terms or modify these Terms.
    6. Retroactivity; No Course‑of‑Performance Amendment. For the avoidance of doubt, this Section 1.4 applies to past purchase orders, portal acknowledgments, marketplace orders, and questionnaires/attestations; no click‑through, portal action, reseller flow‑down, invoice processing, or performance constitutes amendment, waiver, or acceptance of Non‑Keycafe Terms.
    1.5 Amendment; Authority to Bind. These Terms may be amended only by a written instrument signed by both parties that expressly states it amends these Terms. No Keycafe personnel other than the Keycafe Group CEO or VP of Sales (or authorized signatory of Keycafe acting on their written permission) may modify these Terms or accept additional terms. Any purported acceptance by others is void.
    1.6 Anti-Reliance. Each party disclaims reliance on any representation or warranty not expressly set out in these Terms and their Schedules. No marketing materials, emails, or statements by personnel create any warranty or obligation unless included in a mutually signed addendum.
    1.7 Assent Mechanics; Records. By creating an account, selecting an acceptance control (e.g., Accept, Agree, or local-language equivalent), adding Equipment, continuing to use the Products, or paying invoices, the individual represents they are authorized to bind the Customer identified in the account or Order Form. Keycafe may record acceptance details (e.g., timestamp, user/account identifiers) for evidentiary purposes.
    1.8 Customer Tie-Breaker. If there is ambiguity as to the identity of "Customer," the Customer is deemed to be the entity that (i) controls the relevant account/administrator, (ii) pays the invoice or provides the payment instrument, or (iii) owns the email domain used to register.

  2. Definitions

    • Access Flows means any pathway by which a person can use the Products under or via your relationship, including our Software, your software, access codes, purchased Equipment, invitations, booking links, QR codes, kiosk flows, Managed Accounts/tenants/sub-accounts, and any other mechanism you provision or administer.
    • Authorized Users means employees, contractors, and agents whom you authorize to use the Products under your account, including individuals using the Products through your Access Flows.
    • Managed Accounts / Users means accounts, tenants, or spaces that you provision or administer for third parties, including your customers or resellers’ customers. You remain responsible for all Managed Accounts / Users and must ensure they are bound by terms no less protective than these Terms. Keycafe has no contractual relationship with Managed Users unless Keycafe separately contracts with them.
    • Customer or "you" means the entity identified on the invoice, Order Form, or account that accepts these Terms, together with its Affiliates using the Products under your account, and their employees, contractors, and agents acting on their behalf. References to "you," "your," and "yourself" have the same meaning.
    • Affiliate means an entity that controls, is controlled by, or is under common control with a party.
    • We, Us, Our or "Keycafe" has the meaning in Section 1.3 (Contracting Entity).
    • Location Provider means a third-party venue or operator participating in Keycafe’s Public Network that hosts Equipment and/or enables access to the Products under the Public Network program, typically in exchange for commissions, foot traffic, or other consideration.
    • Products means Keycafe’s hosted services (the "Service"), client software (the "Software"), and hardware devices (the "Equipment"), including documentation and any optional modules.
    • Optional Modules means additional features, previews, alphas, betas, unpublished APIs, or add-ons that you enable, utilize, accept or purchase from Keycafe.
    • Subscription Term means the initial subscription period selected during checkout or stated on the invoice or Order Form, together with any renewals under Section 7.3 (Auto-Renewal and Price Changes).
    • Customer Data means data submitted to or collected by the Service from your use, including logs and configuration.
    • Personal Data means personal information within Customer Data.
    • Addendum means a mutually negotiated and signed document that expressly references and modifies these Terms.
    • Order Form means a Keycafe-issued commercial document or in-Service checkout confirmation identifying SKUs, quantities, fees and/or subscriptions for a specific order. Customer purchase orders, vendor/registration portal terms, and other customer-issued documents are administrative only, are not Order Forms, and do not amend these Terms. An Order Form does not amend these Terms unless it expressly states the specific provision(s) amended.

    Additional capitalized terms may be defined in-line where first used in this Agreement; each such definition applies throughout the Agreement.

  3. Accounts; Responsibility; Intermediaries

    3.1 Accounts and Administrators. You must maintain accurate account information and designate one or more administrators.
    3.2 Responsibility for Use. You are responsible and liable for all access to or use of the Products under your account(s) or through your Access Flows, including (without limitation) by Authorized Users, all Managed Accounts / Users, your Affiliates and their personnel, and any other person who accesses the Products through your Access Flows, including for all fees and obligations arising from such use.
    3.3 Access Credentials. You will safeguard access credentials and promptly notify Keycafe of suspected unauthorized use.
    3.4 Intermediaries; Resellers; Aggregated Deployments. If you acquire, resell, manage, or administer the Products for third parties, including through an intermediary, marketplace, or aggregated/multi-tenant deployment:
     
    1. you must bind such third parties to terms no less protective than these Terms and remain fully responsible for their acts and omissions;
    2. Keycafe’s obligations (including support, SLAs, credits, warranties, indemnities) are owed solely to the Customer of record under these Terms unless Keycafe and a downstream party enter a mutually signed agreement;
    3. any service credits or remedies are provided only to the Customer of record and satisfy Keycafe’s obligations in full;
    4. Keycafe is not responsible for any commitments, pricing, custom scope, or representations made by the intermediary; and
    5. downstream users must comply with acceptable use and safety policies.

  4. Products; Licenses; Restrictions

    4.1 Service License. Subject to these Terms, Keycafe grants you a non-exclusive and non-transferable license to access and use the Service for your internal business purposes, including any Managed Accounts you administer, during the Subscription Term.
    4.2 Software License. Software is licensed and not sold. You may install and use the Software only with the Products and only as permitted by the documentation. No source code is provided.
    4.3 Equipment. Title to Equipment transfers as specified in the applicable purchase terms. Equipment may include firmware licensed by Keycafe. Hardware warranty, RMA, and other hardware commercial terms are set out in the Store Terms (see the Schedules).
    4.4 Embedded Software and Firmware. Equipment may contain embedded software or firmware ("Embedded Software"). Embedded Software is licensed, not sold, for operation of the Equipment on which it is installed, in executable/object code form only. You will not (i) use Embedded Software separately from the Equipment; (ii) transfer, assign, sublicense, or distribute it (including with any transfer of Equipment) without Keycafe’s prior written consent; or (iii) reverse engineer, decompile, disassemble, or attempt to derive source code. All rights in Embedded Software remain with Keycafe and its licensors.
    4.5 Open Source / Third-Party Code. The Software may include third-party/open-source components licensed under their own terms. These Terms don’t limit your rights under those licenses. Where an OSS license requires source code or notices, we’ll provide them on request at privacy@keycafe.com. Use of OSS doesn’t grant rights to the Service or Equipment beyond the OSS itself, and imposes obligations only to the extent required by the applicable OSS license.
    4.6 Risk of Loss; Loaned or Leased Units. For purchased Equipment, title passes as specified in the applicable purchase terms, and risk of loss transfers on delivery (using the Incoterms stated on the invoice). For loaned or leased Equipment, title remains with Keycafe. You will safeguard such Equipment, use it only as permitted, and return it upon request or at the end of the applicable term.
    4.7 Restrictions. You will not: (a) reverse engineer, decompile, or create derivative works of the Products; (b) bypass technical controls; (c) use the Products for life-safety or mission-critical purposes without your own redundancies; (d) remove proprietary notices; (e) use the Products in violation of law or third-party rights; or (f) access or use APIs/SDKs except under the API Terms (See Schedules), whether publicly published or privately shared.

  5. Installation; Safety; Compliance

    5.1 Safety and Premises. You are solely responsible for installation, mounting, wiring, power, environmental conditions, safety, and compliance with specifications and site policies.
    5.2 Compliance With Laws. You are solely responsible for compliance with building, fire, accessibility, occupational-safety, and other local laws and regulations that apply to your use case, for obtaining any required permits or landlord consents, and for ensuring that the system is installed and operated in compliance with those requirements. You are also solely responsible for ensuring compliance with safety, building, and emergency-access requirements and for maintaining alternative means of access.
    5.3 Specifications. You will follow Keycafe’s published installation and environment specifications as guidance.
    5.4 Installation Liability & Warranty Impact. YOU ARE SOLELY RESPONSIBLE FOR LOSSES, DAMAGES, COSTS, OR CLAIMS ARISING FROM IMPROPER INSTALLATION, MOUNTING, WIRING, POWER, SITING, OR OPERATION (INCLUDING FAILURE TO FOLLOW PUBLISHED GUIDANCE OR ENVIRONMENTAL SPECIFICATIONS). Claims arising from such improper installation or operation are covered by your indemnity in Section 15.1 (Your Indemnity). Any hardware warranty is void to the extent a failure results from improper installation or operation outside the published environmental specifications, as further detailed in the Store Terms.
    5.5 Limited Optional On-Site Assistance. At Customer’s request, Keycafe may source and coordinate independent third-party installers (the "Installers") to install or maintain Equipment. Installers are independent contractors, not Keycafe’s agents, employees, partners, or general contractors; Keycafe does not supervise on-site work and is typically not present. Customer is solely responsible for site readiness, access, safety, permits, and code compliance, and will indemnify Keycafe for claims arising from Installer acts/omissions or site conditions. Keycafe may invoice Installer charges plus a coordination fee; any such billing is pass-through and does not create agency, warranty, or acceptance of the work. Installer quality, timeliness, and workmanship are between Customer and the Installer. On-site work is as-is and outside the scope of the Products. The hardware warranty excludes failures caused by improper installation or out-of-spec operation. Keycafe’s liability for any coordination or installation-related assistance is subject to Section 16. (Limitation of Liability).

  6. Off-the-Shelf; Ownership; Feedback; Limited Exceptions

    6.1 Off-the-Shelf. The Products are provided off-the-shelf on a standardized basis. Keycafe does not provide custom development, bespoke configuration, or work-made-for-hire services.
    6.2 Ownership. Keycafe owns the Products and all background IP (including software, firmware, hardware designs, documentation, configurations, guidance, examples, templates, scripts, snippets, and other know-how provided or made available by Keycafe, including any quick-help artifacts). No title or ownership transfers to Customer. Customer receives only the rights expressly granted in these Terms; no other licenses are granted by implication, estoppel, or otherwise.
    6.3 Feedback. Any ideas, suggestions, requests, or feedback regarding the Products ("Feedback") may be used by Keycafe without restriction. Feedback is not confidential and confers no rights or compensation.
    6.4 Quick Help (Ancillary Assistance). From time to time, Keycafe may provide informal assistance (for example, helping Customer configure settings or connect Customer-owned third-party tools under Customer’s accounts). Such assistance is provided as-is, does not expand support, SLA, warranty, or indemnity obligations, and does not create deliverables or bespoke services. Any examples, templates, scripts, snippets, or similar artifacts used or provided in connection with such assistance remain Keycafe background IP; Keycafe grants Customer a non-exclusive, worldwide, perpetual, royalty-free license to use and modify those artifacts for Customer’s internal use with the Products.

  7. Fees; Taxes; Renewal

    7.1 Fees and Payment. Fees are due as stated on the invoice or Order Form. Late amounts may accrue interest and collection costs. All fees are exclusive of taxes. You are responsible for applicable taxes other than Keycafe’s income taxes. Fees may include time-and-materials for CSA work, third-party pass-through charges, and coordination fees.
    7.2 Acceptance by Payment or Use. Your payment or continued use after notice of an update constitutes acceptance of the applicable terms and any pricing updates.
    7.3 Auto-Renewal and Price Changes. SUBSCRIPTIONS RENEW AUTOMATICALLY AT THE THEN-CURRENT PUBLISHED SUBSCRIPTION PRICING UNLESS YOU OPT OUT AT LEAST THIRTY (30) DAYS BEFORE THE END OF THE CURRENT TERM. Keycafe will provide at least thirty (30) days’ advance notice of subscription price changes. Device and hardware prices may change at any time prior to purchase.
    7.4 Invoice Disputes; No Set-Off. You must notify Keycafe in writing of any good-faith fee dispute within thirty (30) days of the invoice date and provide reasonable detail. Undisputed amounts remain due. You may not withhold, offset, or reduce payments based on claims or disputes.
    7.5 Late Fees and Collections. Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus reasonable costs of collection, including attorneys’ fees. Keycafe may suspend access for non-payment under Section 17.3 (Suspension and Disabling of Functionality).

  8. Acceptable Use; High-Value Items; High-Risk Use

    8.1 Acceptable Use. You will not misuse the Products. Prohibited conduct includes storing or transmitting unlawful content, interfering with other users, and probing or violating system security.
    8.2 High-Value or Regulated Items. If you store high-value or regulated items (for example, vehicle keys or fobs, keys to storage of high value or regulated items), you must implement controls commensurate with risk, such as monitored locations, surveillance, and restricted access. STORAGE OF HIGH-VALUE OR REGULATED ITEMS IS AT YOUR SOLE RISK AND YOU ARE RESPONSIBLE FOR COMPLIANCE WITH APPLICABLE REGULATIONS. See also Section 13 ("Not a Safe" and Physical Security) for related physical-security disclaimers. The Equipment is designed for key management; use for other item types is not recommended and at Customer’s sole risk.
    8.3 High-Risk Use. THE PRODUCTS ARE NOT DESIGNED, INTENDED, OR WARRANTED FOR LIFE-CRITICAL OR HIGH-RISK USE WHERE A FAILURE OR DELAY COULD RESULT IN PERSONAL INJURY OR DEATH. For emergency or critical operations—such as use by first responders, health-care facilities, or utilities—the Products are provided solely as a convenience and must not be relied upon as the sole means of access or control. You must maintain redundancies, such as alternative keys and emergency procedures, in case Keycafe’s system is not available or sufficient in a response scenario.

  9. Connectivity; Networks; Carrier Plans

    9.1 Cellular Plans. Where Keycafe provisions cellular connectivity, you will not replace or modify SIMs or APNs.
    9.2 Customer Networks. You are responsible for your networks, whether Wi-Fi or wired, as well as DNS, firewalls, proxies, power, cabling, and installation or configuration at your sites. Keycafe is not responsible for carrier outages, coverage gaps, Internet or ISP issues, or your LAN issues. Individual devices may intermittently lose connectivity due to placement or environmental conditions.

  10. Support; Service Levels

    10.1 Support Scope. Support is provided via chat, email, and the help center on a commercially reasonable-efforts basis. The Service Level Agreement (SLA) (see Schedules) governs cloud service availability only and sets no response-time commitments.
    10.2 Exclusions. SUPPORT DOES NOT INCLUDE ANY EMERGENCY RESPONSE, FIELD INTERVENTION, OR PHYSICAL UNLOCKING SERVICES. Support does not include (i) the design, configuration, or troubleshooting of your networks, carriers, ISPs, DNS, firewalls, proxies, or power, (ii) day-to-day coaching of your staff, or (iii) any field intervention, physical unlocking, or emergency response services.
    10.3 Service Level Credits. The SLA sets the monthly availability target and credit tiers, plus eligibility and claiming procedures. Credits apply only to cloud service subscription fees, are non-cash and non-transferable, and are capped as stated in the SLA; they are Customer’s sole remedy for availability shortfalls and are subject to Section 16.2 and the SLA.

  11. Data; Privacy; Security; Confidentiality

    11.1 Customer Data. You are responsible for Customer Data and for your compliance with applicable law.
    11.2 Security. Keycafe will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, use, or disclosure.
    11.3 DPA and Subprocessors. Where the Service processes Personal Data on your behalf, the Keycafe Data Processing Addendum (DPA) is incorporated into and forms part of these Terms automatically and applies to such processing without further action. By accepting these Terms, you also accept the DPA on behalf of yourself and your Affiliates that use the Service as controllers. Keycafe’s current list of subprocessors is available on its Trust Center. Posting an update to the Subprocessors schedule constitutes notice of subprocessor changes. Customers may email privacy@keycafe.com to be added to an optional email notice list to receive subprocessor updates.
    11.4 Telemetry and Analytics. Keycafe may collect operational telemetry tied to devices or accounts, which may include identifiers such as device IDs, timestamps, error logs, and—where enabled by you or required for the use case—location or GPS data. Keycafe may also use de-identified or aggregated analytics to operate, secure, and improve the Products. Where telemetry includes Personal Data processed on your behalf, the DPA if incorporated applies; otherwise, Keycafe acts as a controller and handles such information under applicable law and the Privacy Policy.
    11.5 Confidentiality
     
    11.5.1 Definition. "Confidential Information" means non-public information that one party ("Discloser") discloses to the other party ("Recipient") and that is identified as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure. Confidential Information does not include information that becomes public without breach, was rightfully known to the Recipient without restriction, is independently developed without use of the Confidential Information, or is rightfully received from a third party without restriction. For clarity, (i) "Customer Data" and any "Personal Data" (as defined in Section 2) and (ii) information transmitted to, stored in, or generated by the Service in the ordinary course of using the Products (including configurations, usage data, logs, and device/account telemetry) are not Confidential Information and are handled under Section 11 (Data; Privacy; Security), the Privacy Policy, and, if incorporated, the DPA.
    11.5.2 Protection. The Recipient will use the same degree of care that it uses to protect its own similar information, and no less than reasonable care, to protect the Discloser’s Confidential Information. The Recipient will use the Confidential Information only to perform under these Terms and may disclose it to employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations that are at least as protective.
    11.5.3 Compelled Disclosure. The Recipient may disclose Confidential Information to the extent required by law, subpoena, or court order, provided that the Recipient gives prompt notice to the Discloser where lawful and cooperates to seek protective treatment. Breach of this Section 11.5 (Confidentiality) may cause irreparable harm.

  12. Public Network; Optional Modules; Betas; APIs

    12.1 Public Network. The "Public Network" is Keycafe’s program under which independent third-party venues and operators (e.g., cafés, shops, service counters) (each, a "Location Provider") host Equipment so that Customers can conduct key exchange. Participation by Customers and Location Providers is governed by the Public Network Terms (see Schedules). In addition, and regardless of whether a Location Provider "uses" the Products, the following sections of these Terms apply to Location Providers, as if Keycafe and the Location Provider were the parties to those provisions: Sections 4.7 (Restrictions), 5 (Installation; Safety; Compliance), 6.3 (Feedback), 8–9 (Acceptable Use; Connectivity), 11 (Data; Privacy; Security; Confidentiality), 13–16 ("Not a Safe"; Warranties/Disclaimers; Indemnities; Limitation of Liability), 17.3 (Suspension and Disabling of Functionality), 18 (Service and Hardware Changes; End-of-Life), and 19–20 (Governing Law; Dispute Resolution; Miscellaneous). For clarity, Location Providers are not Customers under these Terms and receive no subscription, SLA, support, or pricing commitments unless expressly stated in the Public Network Terms.
    12.2 Optional Modules, Betas, and Private APIs. Optional Modules apply only if enabled, accepted in writing or purchased. Betas, previews, and any unpublished/private API endpoints are provided "as is," may be modified or withdrawn at any time, are subject to usage limits and the API Terms, and carry no service-level or feature commitments.

  13. "Not a Safe" and Physical Security

    13.1 Equipment Characterization. THE EQUIPMENT IS NOT A SAFE AND DOES NOT MEET ANY SAFE RATING. It is not certified to any safe or vault standards (for example, safe/vault ratings under UL, EN 1143-1 / EN 14450, or TL-series). It provides convenience and the security benefits of accountability (for example, audit trails) and asynchronous key exchange and internal controls. It is not intended to provide physical security against determined entry, theft, or tampering, nor to make keys impervious to logical or procedural attacks (for example, social engineering, credential compromise, misconfiguration, or insider misuse or dishonesty). No system or enclosure is impervious to unauthorized access. Certified safes themselves are rated only for specific standardized test conditions and durations; they are not guarantees of absolute security. You must implement administrative, security, and technical controls appropriate to your risk and exercise judgment as to whether the convenience of remote or automated key management is appropriate for your needs.
    13.2 Keys and Fobs. Physical keys and vehicle fobs may be susceptible to industry-recognized attacks (e.g., relay/replay, cloning, or signal amplification). The Products do not detect or prevent such attacks. You must implement additional controls consistent with OEM guidance and your risk tolerance.
    13.3 Insurance. KEYCAFE DOES NOT PROVIDE INSURANCE COVERAGE FOR ANY ITEMS PLACED IN OR THROUGH THE EQUIPMENT OR SERVICE. Keycafe maintains corporate insurance appropriate for its business and describes those programs in the Trust Center. That insurance does not insure your contents. You are solely responsible for maintaining insurance adequate to cover loss, theft, or damage to items stored in the Equipment and any liabilities arising from their storage or use. To the fullest extent permitted by law, and except to the extent finally determined to have resulted from Keycafe’s gross negligence or willful misconduct, you agree to look solely to your insurer for such losses. High-value items must not be stored in unmonitored or high-risk locations. If you choose to store such items, you do so at your own risk and should implement appropriate additional controls.

  14. Warranties; Disclaimers

    14.1 Your Warranties. You warrant that you have the right to use and provide Customer Data to the Service and that you will comply with applicable law.
    14.2 Connectivity and Third Parties. Keycafe does not control and is not responsible for carriers, coverage, ISPs, the Internet, DNS, or your LAN. Disruptions in those services are excluded from warranties and from the SLA. Individual devices may intermittently go offline due to placement or environmental conditions.
    14.3 Disclaimer. EXCEPT AS EXPRESSLY STATED, THE PRODUCTS ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
    14.4 Hardware Warranty. Hardware warranty, RMA, and related remedies are governed exclusively by the Store Terms (see Schedules). In the event of any conflict between these Terms and the Store Terms regarding hardware, the Store Terms control. Amounts paid for Equipment are non‑refundable except as expressly provided in the Store Terms (including Keycafe’s 45‑day money‑back guarantee) or to the extent required by law; termination (including for breach) does not entitle Customer to a refund of amounts paid for Equipment.

  15. Indemnities

    15.1 Your Indemnity. You will defend, indemnify, and hold harmless Keycafe, its affiliates, and their respective directors, officers, employees, contractors, agents, and Keycafe’s suppliers, licensors, hosting providers, subcontractors, distributors, and resellers collectively, from and against any and all third-party claims, demands, actions, or proceedings (collectively, "Claims"), and all resulting losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees and defense costs), arising out of or relating to, including claims for bodily injury, death, or damage to tangible property, and any governmental investigations, fines, or penalties, to the extent permitted by law:
     
    1. Customer Data or your instructions;
    2. the installation, placement, or operation of Equipment at your sites;
    3. use of the Products by any person accessing through your Access Flows;
    4. your products, services, or promises to your customers or Managed Users who use the Products;
    5. claims arising out of or relating to any terms or obligations imposed by Customer’s chosen procurement channels (including marketplaces, resellers, brokers, or procurement platforms) to the extent such terms conflict with or purport to expand the obligations or liability allocated in these Terms, whether asserted by Customer or any third party (including such channels); or
    6. your violation of law or these Terms;
      in each case including, without limitation, Claims by end-customers and their insurers (by way of subrogation), bystanders, visitors, passersby, or other secondarily affected parties.
    15.2 Keycafe’s IP Indemnity. Keycafe will defend and indemnify you against third-party claims alleging that the Service or Software, as provided by Keycafe, infringes intellectual property rights. Keycafe may, at its option, procure the necessary rights, modify or replace the affected component so that it is non-infringing, or refund prepaid fees for the affected subscription and terminate access. This Section 15.2 is your exclusive remedy for such claims. Keycafe’s total liability under this Section is subject to Section 16.2 (Liability Cap). Keycafe’s obligations do not apply to Claims to the extent arising from (i) use or combination with non-Keycafe products or services; (ii) modifications not made by Keycafe; (iii) use not in accordance with the documentation or outside the scope of these Terms; or (iv) continued use after Keycafe provides a non-infringing alternative.
    15.3 Procedure.
      (a) For claims covered by Section 15.1 (Your Indemnity): Your obligations are conditioned on Keycafe providing prompt notice (a delay limits obligations only to the extent of material prejudice), granting you sole control of the defense and settlement, and providing reasonable cooperation at your expense. You may not settle any claim that imposes obligations on Keycafe (other than amounts you pay) or admits liability on Keycafe’s behalf without Keycafe’s prior written consent, which may be withheld in Keycafe’s reasonable discretion. Keycafe may participate with counsel of its choice at its own expense.
      (b) For claims covered by Section 15.2 (Keycafe’s IP Indemnity): Keycafe’s obligations are conditioned on your prompt notice (a delay limits obligations only to the extent of material prejudice), Keycafe’s sole control of the defense and settlement, and your reasonable cooperation. Keycafe may settle without your consent if the settlement imposes no admission of liability on you and imposes no obligations on you other than the payment of amounts that Keycafe pays.

  16. Limitation of Liability

    16.1 Excluded Damages. Neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, goodwill, or data, whether based in contract, tort (including negligence), strict liability, or otherwise, even if advised of the possibility of such damages.
    16.2 Liability Cap. EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE PRODUCTS AND THESE TERMS WILL NOT EXCEED THE FEES ACTUALLY PAID BY YOU TO KEYCAFE FOR THE PRODUCTS GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS BEFORE THE FIRST EVENT GIVING RISE TO LIABILITY. If no fees were paid by Customer for the Products giving rise to the claim, the total aggregate liability will not exceed USD $1,000. The foregoing cap applies in the aggregate to all claims and theories of liability, regardless of the number of claims, claimants, or parties, and whether the claim is asserted in contract, tort, statute, or otherwise—even if a remedy fails of its essential purpose. This cap also applies collectively to Keycafe, its affiliates, and their respective directors, officers, employees, contractors, agents, and Keycafe’s suppliers, licensors, hosting providers, subcontractors, distributors, and resellers. SERVICE CREDITS UNDER SECTION 10.3 ARE THE SOLE AND EXCLUSIVE REMEDY FOR AVAILABILITY ISSUES. The parties agree these limitations and exclusions are a fundamental basis of the bargain between them.
    16.3 Exclusions From the Cap. The cap in Section 16.2 (Liability Cap) does not apply to:
     
    1. Customer payment obligations;
    2. Customer breach of Section 4.7 (Restrictions), Section 8 (Acceptable Use; High-Value Items; High-Risk Use), or Section 5 (Installation; Safety; Compliance);
    3. Customer indemnity obligations under Section 15.1 (Your Indemnity); or
    4. Customer misuse or unlawful disclosure of Personal Data.
      For clarity, Section 15.2 (Keycafe’s IP Indemnity) remains subject to the cap in Section 16.2, and no carve-out in this Section expands Keycafe’s liability.
    16.4 Non-Excludables. Nothing in these Terms excludes or limits liability to the extent that such exclusion or limitation is not permitted by applicable law, including liability for death or personal injury caused by negligence or for willful misconduct.
    16.5 Limitation Period. No claim may be brought more than twelve (12) months after the first event giving rise to the claim, except for claims for unpaid fees or for injunctive relief.

  17. Term; Termination; Suspension; Data Exit

    17.1 Term and Termination. Subscriptions run for the committed Subscription Term and renew under Section 7.3 (Auto‑Renewal and Price Changes). Either party may terminate for material breach not cured within thirty (30) days after notice. Keycafe may also terminate for convenience at any time by notice. If Keycafe terminates for convenience, Keycafe will refund 100% of prepaid fees for the unused remainder of the then‑current Subscription Term, and that refund is Customer’s sole and exclusive remedy for Keycafe’s termination for convenience.
    17.2 Survival. Upon expiration or termination, the following survive (in addition to any provisions that by their nature should): accrued fees and collection rights; IP ownership, license restrictions (including on embedded software/firmware), confidentiality, privacy/data protection, and security; warranty disclaimers, indemnities, and limitations/exclusions of liability; governing law, dispute resolution, and miscellaneous terms; and rights to injunctive or equitable relief. Service credits are the sole remedy for availability issues and do not extend beyond the applicable period.
    17.3 Suspension and Disabling of Functionality. Keycafe may suspend access to the Products or disable specific functionality, components, or accounts, in whole or in part, if Keycafe reasonably suspects non-payment, a security incident or vulnerability, infringement or misappropriation of intellectual property, a violation of law or these Terms, or a risk of harm to the Products, Customer Data, other customers, or third parties. Keycafe will use commercially reasonable efforts to (i) notify you promptly, (ii) limit the scope and duration of the action, and (iii) restore normal operation promptly once the issue is resolved. Suspension or disablement under this Section 17.3 does not constitute a breach by Keycafe.
    17.4 Data Exit. After termination or expiry, if Customer has not otherwise chosen to expunge their data, Keycafe will retain Customer Data for thirty (30) days and will provide self-service tools or APIs to export Customer Data in a commonly used format. After that period, Keycafe may delete or de-identify Customer Data in accordance with its retention schedules. Paid assistance for custom exports may be available upon request.
    17.5 Emergency Security Actions. In the event of an actual or suspected security breach, malware event, credential compromise, or other material threat, Keycafe may implement emergency changes, including remote deactivation or configuration changes to Equipment or Software, to protect the Products and customers. Keycafe will use commercially reasonable efforts to (i) notify you promptly, (ii) limit the scope and duration, and (iii) restore service promptly while acting in good faith to minimize disruption.

  18. Service and Hardware Changes; End-of-Life (EOL)

    18.1 Service Changes. Keycafe may improve, modify, or discontinue the Products. For non-security changes that materially affect features of a paid Service, Keycafe will provide thirty (30) days’ notice where commercially practicable. If Keycafe materially reduces paid functionality without a substantially equivalent alternative, you may timely terminate the affected subscription (notice within thirty (30) days of our change notice) and receive a pro-rata refund of prepaid fees for the unused remainder.
    18.2 Hardware and Embedded Software EOL. Subject to the Store Terms (including any guarantees set out there), Keycafe may discontinue manufacturing, sales, updates, or support for specific Equipment models, components, or embedded software/firmware, including ending availability of parts or updates. Keycafe will provide advance notice where practicable; for cloud-dependent functions, Keycafe when possible will use commercially reasonable efforts to provide advance notice. Discontinuing legacy Equipment or firmware does not create an obligation to backport fixes or maintain compatibility with new Services or modules.

  19. Governing Law; Dispute Resolution; Language

    DISPUTES WILL BE RESOLVED BY BINDING ARBITRATION; CLASS ACTIONS ARE WAIVED; AND THE PARTIES WAIVE ANY RIGHT TO A JURY TRIAL.
    19.1 Governing Law and Arbitration (Primary). These Terms are governed by the laws of the Province of British Columbia, Canada, without regard to conflicts of law rules. Any dispute will be finally resolved by arbitration administered by the Vancouver International Arbitration Centre (VanIAC) under its applicable rules. The seat will be Vancouver, British Columbia, and a single arbitrator will preside. Proceedings may be conducted remotely. Class actions are waived. Either party may seek injunctive relief for misuse of intellectual property or Confidential Information in any court of competent jurisdiction.
    19.2 Fallback for the United States. If a competent authority determines that Canadian law and venue cannot govern for a dispute involving a U.S. Customer, then the laws of the State of Texas will govern, without regard to conflicts rules, and disputes will be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The seat will be Dallas, Texas, and a single arbitrator will preside.
    19.3 Fallback for the European Union. If a competent authority determines that Canadian law and venue cannot govern for a dispute involving a Customer in the European Union, then the laws of the Netherlands will govern, without regard to conflicts rules, and disputes will be resolved by binding arbitration administered by the Netherlands Arbitration Institute (NAI). The seat will be Amsterdam, Netherlands, and a single arbitrator will preside.
    19.4 Public Entity / Mandatory Law Fallback. Notwithstanding Sections 19.1–19.3, if you are a governmental or public sector entity, or if applicable law prohibits arbitration or the forum selection in Sections 19.1–19.3, then, to the extent required by law: (a) the dispute will be heard in the state/provincial courts and, where permitted, the federal/national courts located in the jurisdiction of your principal place of business, and (b) the governing law will be the substantive law of that jurisdiction, in each case excluding its conflict-of-laws rules. All waivers (including jury trial and class action waivers), disclaimers, exclusions, and limitations of liability in these Terms remain in effect to the maximum extent permitted by law. Nothing in this Section limits either party’s right to seek injunctive relief in any court of competent jurisdiction.
    19.5 Uniform Laws Exclusion. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods, the U.N. Convention on the Limitation Period in the International Sale of Goods, and the Uniform Computer Information Transactions Act (UCITA), or any version thereof adopted by any jurisdiction, will not apply to the interpretation or enforcement of these Terms.
    19.6 Language; Translations. The English version of these Terms is the original, governing instrument worldwide. Any translations are provided solely for convenience and do not modify the English version. If a translation conflicts with the English version, the English version controls to the maximum extent permitted by law. Pour les clients du Québec : Les parties reconnaissent avoir exigé que le présent contrat ainsi que tous les documents s’y rapportant soient rédigés en anglais.

  20. Miscellaneous

    20.1 No Third-Party Beneficiaries. These Terms do not create any third-party beneficiary rights.
    20.2 Force Majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including power outages, internet or carrier interruptions, cloud/provider incidents, acts of government, or other conditions affecting operation or connectivity of the Products.
    20.3 Assignment. Keycafe may assign or transfer these Terms, in whole or in part, without consent, including to an Affiliate or in connection with a reorganization, financing, or sale of assets or business. You may not assign, delegate, or transfer these Terms, by law or otherwise, without Keycafe’s prior written consent. Any assignment in violation of this Section 20.3 is void.
    20.4 Notices. Keycafe may provide routine notices by email to the addresses associated with your account. Legal notices to Keycafe must be sent to legal@keycafe.com and to the registered office of the Keycafe contracting entity listed on your invoice or Order Form. If no entity is listed, send legal notices to the registered office of the Keycafe entity that provides the Products in your country.
    20.5 Entire Agreement; Precedence; Schedule Taxonomy. These Terms and the Contractual Schedules listed below constitute the entire agreement between the parties and supersede all prior or contemporaneous agreements on the subject matter. Order of precedence is set out in Section 1.1 (Order of Precedence). Only Schedules labeled "Contractual" are incorporated; Schedules labeled "Informational (non-contractual)" are for guidance only and do not create obligations. For clarity, terms presented in purchase orders, vendor or registration portals, RFPs/RFQs, click-throughs, or similar systems do not amend these Terms and have no force or effect; see Section 1.4 (PO / Portal Knock-Out); Standardized Platform.
    20.6 Severability. If any provision is held invalid or unenforceable, the remainder remains in full force and effect. The invalid or unenforceable provision will be deemed modified to the minimum extent necessary to make it enforceable while preserving its intent.
    20.7 Waiver. A failure or delay to enforce any provision is not a waiver. Any waiver must be in writing and is effective only for the specific instance and purpose stated. No course of dealing or trade usage constitutes a waiver.
    20.8 Export. You will comply with applicable export and sanctions laws and regulations.
    20.9 Publicity and Marks. Unless you opt out by written notice, Keycafe may identify you and your logo as a customer and describe your industry, high-level use case, needs addressed, and business benefits achieved on websites and in sales materials. Any detailed case study, press release or quoted endorsement requires your prior consent. Each party retains all rights in its names, logos, and trademarks.
    20.10 Anti-Corruption. Each party will comply with applicable anti-corruption and anti-bribery laws, including the Canadian Corruption of Foreign Public Officials Act, the U.S. Foreign Corrupt Practices Act, and the U.K. Bribery Act. Neither party will offer, give, solicit, or accept bribes or kickbacks in connection with the Products.

Schedules (incorporated by reference)

Schedule 1 – Service Level Agreement (SLA)
https://www.keycafe.com/sla — Contractual

Schedule 2 – Store Terms
https://www.keycafe.com/store-terms — Contractual

Schedule 3 – Public Network Terms
https://www.keycafe.com/public-network-terms — Contractual

Schedule 4 – API Terms
https://www.keycafe.com/api-tos — Contractual

Schedule 5 – Subprocessors
https://trust.keycafe.com (on Trust Center go to Subprocessors section and click "View All") — Contractual (notice only). Posting constitutes notice. Email privacy@keycafe.com to join the optional notice list.

Schedule 6 – Installation & Environment Specifications; Usage Guides
https://www.keycafe.com/specs — Informational (non-contractual)
https://support.keycafe.com/hc/en-us/categories/360003147472-Keycafe-Enterprise-Help-Centre — Informational (non-contractual)

Schedule 7 – Security Overview
https://www.keycafe.com/security — Informational (non-contractual)

Schedule 8 – Trust Center
https://trust.keycafe.com — Informational (non-contractual)

Schedule 9 – Privacy Policy
https://www.keycafe.com/keycafe-privacy-policy — Informational (non-contractual)

Schedule 10 – Data Processing Addendum (DPA)
Contractual; applies where Keycafe processes Personal Data on Customer’s behalf (i.e., when Customer acts as a controller); controls over privacy-related conflicts
https://www.keycafe.com/dpa

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