Keycafe

Public Network Terms

Last Updated: October 23, 2025

These Public Network Terms (the "PNT") (i) operate as a Contractual Schedule to the Keycafe Terms of Service available at https://www.keycafe.com/keycafe-tos (the "Terms") for Customers and Location Providers, and (ii) operate as a standalone click-through/usage agreement between Authorized Holders and Keycafe as described under Acceptance below.

Capitalized terms not defined here have the meanings given in the Terms. The Terms govern any subject not covered here. If there is a conflict, the Terms control. Nothing in the PNT changes the parties to the Terms or reduces any rights or obligations under the Terms.

Acceptance (who is bound and how)

  • Customers: bound by the Terms typically at the time of account creation (with these PNT as a schedule).
  • Location Providers: bound by the Terms, typically at the time of accepting a site survey related to an installation at their Location or acceptance of Equipment at their Location (with these PNT as a schedule).
  • Authorized Holders: bound to these Public Network Terms only through affirmative assent via
    1. agreeing to the Terms in their own right; or
    2. agreeing during an Exchange flow within the Public Network.
    3. agreeing to the Terms or PNT during a live support interaction.

Authorized Holder (definition). An individual, such as a guest, contractor, or staff member, who is not the primary key owner or account holder (Customer) but is given a credential or permission by Customer (like an access code, wallet pass, or QR code) for the limited purpose of performing Exchanges in the Public Network.

Scope and Timing. These Public Network Terms apply to your current key-exchange and/or support interaction and the directly related events and consequences. If you accept these terms during an Exchange attempt or a live support interaction that is contemporaneous with an issue, the dispute terms, releases, and claim-routing provisions apply to that issue and its reasonably foreseeable, directly related fallout. They do not apply to unrelated incidents that occurred before acceptance.

  1. Network Participants & Principles

    1.1 Participant roles & responsibilities.
     
    1. Keycafe. Provides the Equipment, Product and cloud Service; authenticates based on Customer configuration; runs network protections and operational safeguards.
    2. Customer. Configures access, issues and manages credentials, sets recipients/timing, and is responsible for its personnel, contractors, guests, and Authorized Holders.
    3. Location Provider. Operates the premises and site conditions (power, mounting surface, access during posted hours), complies with applicable local law, landlord requirements, signage and venue rules, and manages venue staff conduct.
    4. Authorized Holder. Acts for the Customer (not for Keycafe or the Location), has no ownership or custodial rights in any key or compartment, and follows Customer’s instructions and Location rules.
    These parties are each a "Participant" and collectively the "Participants".
    1.2 Scope. The "Public Network" is Keycafe’s network of SmartBox equipment and software hosted at Locations operated by Location Providers where key pickups and drop-offs ("Exchanges") occur.
    1.3 No agency. Except for an Authorized Holder acting for the Customer, no Participant is an agent of another Participant and may not bind another.
    1.4 No custody/bailment. Use of the Public Network does not create a bailment, warehouse, carrier, innkeeper, or other custodial relationship. Do not hand keys to venue staff; deposit/retrieve only through the equipment and app flows.

  2. Key Risks & Disclosures

    2.1 For Authorized Holders (guests). Access can be delayed or unavailable for reasons outside our control (for example, venue hours or closures, landlord/common-area rules, weather or public events, lawful orders, or carrier/ISP issues) and occasionally due to product issues (for example, device faults, software/firmware defects, or maintenance windows). Plan a backup method of access with the Customer (for example, spare keys or an alternative contact). To the fullest extent permitted by law and subject to the Terms, Keycafe isn’t responsible for costs arising from unavailability (such as missed travel or lodging), and consequential, special, or indirect damages aren’t recoverable.
    2.2 For Location Providers. Premises risks may include visitor flow (queuing/after-hours arrivals), landlord or common-area restrictions, accessibility and egress obligations, and complaints related to noise or obstruction. Building or environmental events (for example, leaks, fire/smoke, power surges/outages) and third-party incidents can require temporary shutdown or removal. You remain responsible for the installation, premises safety, access control, legal compliance, and venue staff conduct, and for maintaining appropriate insurance. To protect users and the network, Keycafe may temporarily adjust or suspend workflows or relocate keys where reasonably necessary.
    2.3 For Customers. The equipment is not a safe and Keycafe doesn’t insure contents. Use keys/fobs only; don’t deposit valuables, payment cards, hazardous or illegal items, or items likely to jam or damage the device. See the Terms for additional security and risk advisories.
    2.4 General assumption of risk. Because the Public Network relies on third-party venues, user configuration, and external connectivity, occasional interruptions or delays may occur. We use commercially reasonable efforts to operate reliably, but continuous access isn’t guaranteed, and Participants should manage their own risk appropriately (including having a backup plan).

  3. Network Operations & Support

    3.1 Access & uptime. Continuous access is not guaranteed. Subject to the Terms, Keycafe is not responsible for delays or non-access caused by third parties or external events and is not liable for consequential, special, or indirect damages arising from them.
    3.2 Support & protections. Support is via help center/chat/email on a commercially reasonable-efforts basis; it does not include emergency response, field dispatch, or physical unlocking. To protect users and the network, Keycafe may modify or suspend flows, rate-limit or expire credentials, move keys within the Public Network, or temporarily disable equipment in response to misuse, suspected compromise, or safety/force-majeure events.
    3.3 Support Access (Authorized Holders). To open a ticket, receive device or location status, or speak with support about an Exchange, an Authorized Holder who is not already a party to the Terms must first review a short notice and activate an affirmative-assent control (e.g., a clearly labeled button, checkbox, or slider) agreeing to these Public Network Terms. If the Authorized Holder declines, Keycafe will not provide support and the Authorized Holder should contact the Customer for assistance. (For safety or security incidents only, Keycafe may provide minimal assistance without acceptance.)
    3.4 Operational corrections. To resolve access issues, misdrops, wrong-bin deposits, stuck doors, or key mix-ups, Keycafe may, acting on Customer configuration and available records, remotely open compartments, reassign slots, or relocate keys within the Public Network. Keycafe is not responsible for Customer misconfiguration or holder/user misdrops and has no obligation to adjudicate entitlement.
    3.5 Stakeholder freeze (disputed entitlement). If entitlement to a key is disputed, Keycafe may freeze access to affected compartment(s) and rely on (i) the Customer’s instructions, (ii) a court order, or (iii) law-enforcement direction.
    3.6 Uncollected keys. After notice to the Customer’s contacts on file and a holding period of 14 days (unless safety, security, legal, or operational needs justify earlier action), Keycafe may return an uncollected key to the sender if return information is available (at the published fee) or securely dispose of it in a commercially reasonable manner. Title transfers solely to effect disposal. No further liability beyond the Terms.

  4. Participant Conduct & Permitted Use

    4.1 Customer configuration controls. Keycafe authenticates Exchanges based on Customer configuration and does not verify or correct dates, recipients, or other settings.
    4.2 Credential hygiene. The Customer must maintain credential confidentiality, rotation/expiry hygiene, accurate recipient details, and oversight of Authorized Holders and other invitees using those credentials. Keycafe may enforce minimum hygiene at the network level.
    4.3 Prohibited items & safety. Keys/fobs only. No valuables, cash, payment cards, hazardous or illegal items, or items likely to jam or damage the device. Keycafe or the Location may remove/quarantine/destroy hazardous or illegal items and assess reasonable remediation/disposal fees.
    4.4 Conduct at Locations. Follow posted signage, lawful staff instructions, and Location rules. No loitering, interference, or device tampering. Identification may be requested to confirm an Exchange. Where a minor is permitted by the Customer, the Customer is responsible for consent and supervision.

  5. Data, Evidence & Privacy

    5.1 Evidence. System logs, kiosk telemetry, and application records are prima facie evidence of Exchanges and timing (UTC). Keycafe may retain records consistent with its policies and may share relevant data with the Customer, the applicable Location, and lawful authorities for incident resolution and network protection.
    5.2 Data roles. Personal data is processed as described in the Privacy Policy and, where applicable, the Data Processing Addendum referenced in the Terms. Where a Customer or Location receives personal data from the Public Network, each acts as an independent controller for its copy and must use it only to operate Exchanges and comply with law.

  6. Indemnities Among Participants

    The indemnities in this Section 6 are in addition to, and do not limit or replace, any indemnities in the Terms.
    6.1 Customer indemnity (includes Authorized Holders). The Customer will defend, indemnify, and hold harmless Keycafe and the Location Provider (and their affiliates, directors, officers, employees, and agents) from any third-party claim, demand, action, or proceeding, and all related losses, damages, judgments, settlements, reasonable attorneys’ fees and costs, to the extent caused by: (a) the Customer’s configurations or instructions; (b) credential issuance/handling; (c) acts or omissions of the Customer’s personnel, contractors, guests, or Authorized Holders; or (d) the Customer’s breach of law or venue rules. This indemnity does not apply to the extent a loss is finally determined to result from the indemnitee’s gross negligence or willful misconduct.
    6.3 Location Provider indemnity. The Location Provider will defend, indemnify, and hold harmless the Customer and Keycafe (and their affiliates, directors, officers, employees, and agents) from any third-party claim, demand, action, or proceeding, and all related losses, damages, judgments, settlements, reasonable attorneys’ fees and costs, to the extent caused by: (a) premises or site conditions (including accessibility, safe power/mounting/connectivity); (b) required signage/wayfinding at the Location; (c) acts or omissions of venue staff; or (d) the Location Provider’s breach of law or venue rules. This indemnity does not apply to the extent a loss is finally determined to result from the indemnitee’s gross negligence or willful misconduct.
    6.3 Process. The indemnified party will promptly notify the indemnifying party of any covered claim; failure to notify relieves obligations only to the extent of material prejudice. The indemnifying party may select counsel and assume the defense; the indemnified party will reasonably cooperate. The indemnifying party may not settle a claim that admits fault or imposes obligations on the indemnified party without prior consent (not unreasonably withheld). If the indemnifying party fails to assume or diligently conduct the defense, the indemnified party may do so and recover its reasonable defense costs.

  7. Governing Legal Framework

    7.1 Import from the Terms. For any dispute arising from or relating to the Public Network among Participants (including disputes involving Authorized Holders), the governing law, venue, arbitration, and class-action waiver provisions of the Terms apply as if set out here in full, to the extent permitted by law. Where a provision is not enforceable as to a Participant in a given jurisdiction, the closest permissible mechanism applies; the remainder is severable.
    7.2 Disclaimers & limits (non-stacking). The disclaimers, exclusions, and limitations of liability in the Terms apply mutatis mutandis to all such disputes. Nothing here expands Keycafe’s liability beyond the Terms. Any applicable caps apply on the same aggregate, non-stacking basis across the Terms and these PNT.
    7.3 No joinder of Keycafe. To the fullest extent permitted by law, disputes between or among Customer, Location Provider, and/or Authorized Holder will not join, implead, or otherwise add Keycafe or any Keycafe affiliate as a party, and neither will seek contribution or set-off against Keycafe in such disputes. This Section does not prevent compulsory joinder where mandated by procedural law; in such case, all Terms disclaimers, exclusions, and liability caps apply.
    7.4 Authorized Holder Release; Order of Recourse; Liability Cap.
     
    1. Role. Each Authorized Holder participates in the Public Network on behalf of the Customer as the Customer’s invitee. Keycafe is not a party to the underlying arrangements between Customer, Location Provider, and Holder, and does not take custody of deposited items.
    2. Order of Recourse. For any claim arising from or related to Customer configuration, credentials, instructions, scheduling, recipient selection/management, venue safety or operations, or third-party networks, the Authorized Holder agrees to seek recovery from the Customer or Location Provider first before asserting any claim against Keycafe. This clause does not limit any non-waivable rights.
    3. Damages. To the fullest extent permitted by law, consequential, special, indirect, punitive, and lost-profits damages are excluded in any claim by an Authorized Holder relating to the Public Network. Only direct, out-of-pocket losses (if any) may be sought, subject to applicable law.
    4. Carve-outs. Nothing in this Section limits non-waivable consumer rights or liability finally determined to result from Keycafe’s gross negligence or willful misconduct.

  8. Equipment Ownership & Location Obligations

    8.1 Ownership & trustee fallback. The equipment is and remains owned by Keycafe. For these terms, Keycafe Entity Countries are Canada, the United States, the Netherlands, and Japan. If a Location is outside those countries, the Location Provider holds, installs, and operates the equipment in trust for Keycafe as a bare trustee until a Keycafe entity is licensed to own/operate there, at which point trustee obligations end and ownership is confirmed in Keycafe. If bare-trust is not recognized, the arrangement functions as a revocable licence of possession with an immediate duty to safeguard and return on demand; in all cases, title remains with Keycafe.
    8.2 No fixed place; limited access. Hosting equipment at a Location does not create a fixed place of business of Keycafe. Keycafe has no right to occupy or control the premises and accesses the site only for installation/service visits with reasonable notice (or emergencies). Authentication and records are provided from Keycafe systems outside the Location’s jurisdiction.
    8.3 Site basics. The Location Provider provides indoor space, standard power, safe mounting surface, and basic connectivity. Installation may be performed by the Location or an independent contractor with Keycafe guidance. Any service-level credits (if offered) do not apply to outages caused by site conditions or third parties.
    8.4 Access, signage & removal. The Location will provide business-hours access by appointment for installation, service, or removal, and emergency access where required by safety or law. Keycafe may place reasonable wayfinding/service signage and use venue photos or marks to identify the Location in directories/help content. Upon exit or on Keycafe’s request, Keycafe may remotely deactivate equipment and, if elected, remove modules/peripherals/signage; cosmetic restoration, if any, may be performed at Keycafe’s discretion (up to USD $100 as a courtesy).

  9. Term, Termination & Changes

    9.1 Changes & notices. Changes and notices follow the Terms. Continued use after an update’s effective date constitutes acceptance of the update.
    9.2 Termination. Keycafe or a Location Provider may terminate a Location’s participation without cause on 45 days’ notice. Either may terminate for cause on material breach (15-day cure) or immediately where continued operation would create a safety, legal, or security risk. During any notice period, parties will cooperate to relocate keys and minimize disruption. Keycafe will deactivate equipment at the end of the notice/cure period.
    9.3 Survival & precedence. Sections that by their nature should survive do so, including Sections 1–8 and this Section 9, and the dispute-resolution provisions in the Terms. The Terms and their Contractual Schedules constitute the entire agreement on this subject; order of precedence follows the Terms.
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