Welcome to MinuteKey, Inc.’s (“MinuteKey”) Minute Key Machine which allows you to duplicate your keys (such service, the “Service” and each duplicated key made by you using the Service, the “Duplicate Key”)!
BY USING THE SERVICE OR MINUTE KEY MACHINE: (1) YOU REPRESENT THAT YOU ARE AT LEAST EIGHTEEN (18) YEARS OF AGE, (2) YOU REPRESENT THAT YOU ARE USING THE SERVICE FOR KEYS THAT YOU OWN OR KEYS THAT YOU ARE AUTHORIZED BY THE RIGHTFUL OWNER TO DUPLICATE, AND (3) YOU AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS (THIS “AGREEMENT“) OR IF YOU ARE USING THE SERVICE OR MINUTE KEY MACHINE TO DUPLICATE KEYS THAT YOU DO NOT OWN, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THE RIGHTFUL OWNER OF THE KEY TO THIS AGREEMENT. IF YOU DO NOT WISH TO BE BOUND BY THIS AGREEMENT OR MAKE ANY OF THE REPRESENTATIONS SET FORTH IN THIS AGREEMENT, YOU SHOULD IMMEDIATELY DISCONTINUE USE OF THE SERVICE AND MINUTE KEY MACHINE.
1. Proper Use. You represent and warrant that: (a) all of the information provided by you to MinuteKey to participate in the Service is correct and current, (b) you will use the Service, the Minute Key Machine, the Duplicate Keys made by you, and any other products purchased using the Service (the Duplicate Keys and such other products purchased by you, the “Products”) in compliance with all applicable local, state, national, and international laws, rules and regulations, including without limitation any laws regarding the unauthorized use of public or private property and trespassing (collectively, “Laws”), and © you will not use the Service or the Minute Key Machine to duplicate any third party’s keys (including without limitation, protected keys such as “Do Not Duplicate,” “Do Not Copy,” public school, public university, or public institution keys), unless you are authorized in writing by such third party to duplicate such keys. In addition to a breach of this Agreement, you acknowledge that any violation by you of any of the covenants, representations or warranties made by you in this Agreement may subject you to state and federal penalties and other legal consequences. You agree that you are responsible for all Duplicate Keys made by you and for any consequences thereof.
2. Enforcement. MinuteKey reserves the right to disclose any information as it reasonably believes is necessary regarding your use of the Service, the Minute Key Machine, or any Product purchased by you to (a) satisfy any applicable Law, legal process or governmental request, (b) assist law enforcement authorities, © enforce this Agreement, including investigation of potential violations hereof, (d) detect, prevent, or otherwise address fraud, unlawful activity, security or technical issues, or (e) protect the rights, property or safety of MinuteKey and the public. MinuteKey will not be responsible or liable for the exercise or non- exercise of its rights under this Agreement.
3. Ownership. You acknowledge that MinuteKey and its suppliers own all right, title and interest in and to the Service, including without limitation all intellectual property rights in and to the MinuteKey Minute Key Machine and software used to provide the Service. There are no implied licenses in this Agreement. MinuteKey reserves the right to modify, suspend or discontinue the Service or the Minute Key Machine with or without notice at any time and without any liability to you. As between you and MinuteKey, you own your key and, subject to your payment obligations to MinuteKey, the Products purchased by you.
4. Limited Warranty. MinuteKey warrants for a period of thirty (30) days following your use of the Minute Key Machine to duplicate a key (the “Warranty Period”) that, subject to your proper use of the Minute Key Machine, the Minute Key Machine will cut the Duplicate Key in brass or brass coated metal substantially in the form of the key submitted by you and will be free from defects in materials and workmanship.
5. Exclusive Remedy. MinuteKey’s sole liability and your exclusive remedy if we breach the warranty in Section 4 or provide you with any other defective Product will be to refund any amounts paid by you for the defective Duplicate Key or other defective Product, as the case may be, and MinuteKey shall have no further obligations under this Agreement. The foregoing remedy is conditioned on your returning the defective Duplicate Key within the Warranty Period or other defective Product within thirty (30) days after purchase from MinuteKey, as applicable.
6. Disclaimer. EXCEPT FOR THE LIMITED WARRANTY IN SECTION 4, YOU UNDERSTAND AND AGREE THAT THE SERVICE, THE MINUTE KEY MACHINE, AND ANY PRODUCTS PROVIDED HEREUNDER ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND MINUTEKEY DISCLAIMS ALL OTHER EXPRESS, IMPLIED OR STATUTORY WARRANTIES RELATING TO THE SERVICE, THE MINUTE KEY MACHINE, AND PRODUCTS PROVIDED HEREUNDER, INCLUDING BUT NOT LIMITED TO, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON–INFRINGEMENT. MINUTEKEY DOES NOT WARRANT THAT USE OF THE SERVICE OR MINUTE KEY MACHINE WILL BE UNINTERRUPTED, ERROR–FREE, SECURE, OR RELIABLE, OR THAT THE USE OF THE SERVICE OR MINUTE KEY MACHINE WILL NOT DAMAGE YOUR KEY. MINUTEKEY SHALL NOT BE REQUIRED TO MONITOR OR BE RESPONSIBLE OR LIABLE FOR ANY IMPROPER USE OF THE SERVICE, MINUTE KEY MACHINE, OR ANY PRODUCT PROVIDED HEREUNDER. NO WARRANTIES ARE MADE BY ANY OF MINUTEKEY’S SUPPLIERS OR THE PERSON OR ENTITY PROVIDING OR OPERATING THE PHYSICAL SPACE FOR THE APPLICABLE MINUTE KEY MACHINE OR SERVICE KIOSK (THE “RENTAL SPACE PROVIDER“).
7. LIMITATION OF REMEDIES AND DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER MINUTEKEY NOR ITS SUPPLIERS OR RENTAL SPACE PROVIDERS SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ITS TERMS OR CONDITIONS, THE SERVICE, THE MINUTE KEY MACHINE, OR PRODUCTS PROVIDED HEREUNDER, ARISING UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY (A) FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR (B) FOR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, DATA, OR REVENUES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, MINUTEKEY’S AGGREGATE CUMULATIVE LIABILITY HEREUNDER ARISING FROM OR RELATED TO THIS AGREEMENT, THE SERVICE, THE MINUTE KEY MACHINE, AND PRODUCTS PROVIDED HEREUNDER, AND ANY DAMAGE TO YOUR KEY FROM THE USE OF THE SERVICE OR THE MINUTE KEY MACHINE, SHALL NOT EXCEED THE AMOUNTS PAID BY YOU FOR THE PARTICULAR INSTANCE OF THE SERVICE OR PRODUCT THAT CAUSED SUCH LIABILITY. CERTAIN STATES AND/OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE EXCLUSIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. NOTHING IN THIS SECTION IS INTENDED TO EXCLUDE LIABILITY FOR ANY PERSONAL INJURY OR TANGIBLE PERSONAL PROPERTY DAMAGE PROXIMATELY CAUSED BY ANY DEFECT IN THE MINUTE KEY MACHINE. THESE LIMITATIONS OF LIABILITY SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY EXCLUSIVE REMEDY HEREUNDER.
8. Indemnification. You agree to hold harmless and indemnify MinuteKey, and its subsidiaries, affiliates, suppliers and Rental Space Providers, and MinuteKey’s and its subsidiaries’, affiliates’, suppliers’ and Rental Space Providers’ respective officers, agents, and employees from and against any and all claims, losses, liabilities, damages (including without limitation, actual and consequential), suits, judgments, costs and expenses (including without limitation attorneys’ fees), of every kind and nature arising from or in any way related to (a) your use of the Service or the Minute Key Machine, except any personal injury or tangible personal property damage proximately caused by any defect in the Minute Key Machine, (b) yours or any third party’s use of any Product provided hereunder © your breach of any of the terms of this Agreement.
9. Miscellaneous. This Agreement will be governed by and construed in accordance with the laws of the State of California, United States of America without giving effect to its conflict of laws principles that would require the application of the law of a different state or country. You agree to bring any claims, legal proceedings, or litigation arising under or relating to this Agreement, the Service, the Minute Key Machine, or any Product provided hereunder, before the state or federal courts for the Northern District of California, California, United States of America and you consent to venue in and the personal jurisdiction of such courts. Neither the rights nor the obligations arising under this Agreement are assignable by you, and any such attempted assignment or transfer shall be void and without effect. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. In the event that any provision of this Agreement is found to be contrary to law, then such provision shall be construed as nearly as possible to reflect the intention of the parties, with the other provisions remaining in full force and effect. MinuteKey may, in its sole discretion, modify or revise this Agreement at any time with or without notice to you. Your continued use of the Service following the modification or revision of this Agreement will mean that you accept and agree to be bound by the modified and revised Agreement. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof, and any and all written or oral agreements previously existing between the parties are expressly canceled. Nothing in this Agreement shall be deemed to confer any rights or benefits on any third party.