These terms of service (these “Terms”) are between you (also referred to herein as “user”, “you” and “your”) and Bacoor Inc. (“Keyring”, “we”, “us” and “our”). These Terms govern your use of the services provided by Keyring Exchange described below (the “Services”). By accessing the Services made available on https://exchange.keyring.app/ (the “Website”) you agree that you have read, understand, and accept all of the terms of service contained in these Terms.
We may make changes to these Terms from time to time. If we do this, we will post the revised Terms on the Website and will indicate at the top of this page the date the was last revised. You understand and agree that your continued use of the Service or the Website after we have made any such changes constitutes your acceptance of the new Terms.
Proudly empowered by DeBridge.finance
To be eligible to use the Website you must be at least eighteen (18) years of age or older. The Website, interface, and Services (as defined below) are strictly NOT offered to persons or entities who reside in, are citizens of, are incorporated in, or have a registered office in any Restricted Territory, as defined below (any such person or entity from a Restricted Territory shall be a “Restricted Person”). If you are a Restricted Person, then do not attempt to access or use the Website. Use of a virtual private network (e.g., a VPN) or other means by Restricted Persons to access or use the Website, interface, or Services is prohibited. For the purpose of these Terms, Restricted Territory shall mean Myanmar (Burma), Côte D’Ivoire (Ivory Coast), Cuba, Crimea and Sevastopol, Democratic Republic of Congo, Iran, Iraq, Libya, Mali, Nicaragua, Democratic People’s Republic of Korea (North Korea), Somalia, Sudan, Syria, Yemen, Zimbabwe, or any other state, country or region that is subject to sanctions enforced by the United States, the United Kingdom or the European Union.
1.2. Terms Of Service
We reserve the right to disable access to the Website interface at any time in the event of any breach of the Terms, including without limitation, if we, in our sole discretion, believe that you, at any time, fail to satisfy the eligibility requirements set forth in the Terms. Further, we reserve the right to limit or restrict access to the Website interface by any person or entity, or within any geographic area or legal jurisdiction, at any time and at our sole discretion. We will not be liable to you for any losses or damages you may suffer as a result of or in connection with the Website interface being inaccessible to you at any time or for any reason.
The interface hosted on the Website provides a visual representation of the available Services and enables access to deBridge through Keyring Exchange. In order to utilize the interface on the Website, you are required to link/connect your digital wallet on supported bridge extensions or via a digital wallet service (such as MetaMask) which allows you to purchase, store, and engage in transactions relating to digital assets. You are solely responsible for adhering to all laws and regulations applicable to you and your use or access to the Website and interface thereon. Your use of the Website is prohibited by and otherwise violate or facilitate the violation of any applicable laws or regulations, or contribute to or facilitate any illegal activity. We make no representations or warranties that the information, products, or services provided through the Website, are appropriate for access or use in other jurisdictions. We reserve the right to limit the availability of our Website to any person, geographic area, or jurisdiction, at any time and at our sole and absolute discretion.
You agree and understand that you are not allowed to enter any restricted area of any computer or network of Keyring under any circumstances or perform any functions that are not authorized by these definitions.
2. THE SERVICE
2.1. Keyring Exchange
Keyring Pro is a distributed application that runs on a variety of supported blockchain networks (including without limitation Ethereum, BNB Chain, Polygon, Avalanche, and Arbitrum), using specially-developed smart contracts which enable users to perform cross-chain liquidity and data transfers and facilitate overall interoperability of smart contracts on different blockchains. Each of the digital assets locked in the original “native chain” has the associated wrapped asset on the target chain(s). By design, the protocol ensures that the total supply of each asset that can be minted in the secondary chain(s) is always 1:1 backed by the asset collateral locked in deBridge smart contract in the native chain. All digital assets locked as collateral for assets may (subject to governance vote) be deployed by the protocol towards third-party decentralized finance protocols to further generate yield. Keyring Exchange does not prescribe any listing requirements, and any arbitrary ERC-20 or ERC-721 (NFT) tokens can be bridged.
The infrastructure layer is represented by a set of validators, who are elected by governance and are in charge of the validation of all cross-chain chain transactions passing through Keyring smart contracts. Validators run the Keyring Exchange node and full nodes of all supported blockchains. Each validator performs real-time monitoring of the blockchain events emitted by the deBridge smart contract and is obliged to sign a unique identifier (SubmissionId) of the transfer by its private key and store signature into IPFS. Any arbitrary user can retrieve validators’ signatures from IPFS and execute a transfer in the destination chain by passing all validators’ signatures together with all parameters of the transaction. The transfer will be executed by the smart contract only if the minimum required amount of validators’ signatures are valid.
The protocol layer comprises a set of on-chain smart contracts that are used for asset management, validation of validators’ signatures, and to reach consensus among validators (the transaction is treated as valid only if the minimum required threshold of confirmations by validators is achieved). The governance module will be responsible for managing the parameters of the smart contracts, such as fees, the whitelist of elected validators, the validator’s payout ratio, and more.
2.2. Non-Custodial Nature Of Smart Contracts
When you access certain features of the Services, the user interface will allow you to access a non-custodial smart contract to perform a variety of transactions. In particular, you confirm that all actions and functions performed via the Keyring smart contract are irrevocable. However, you remain in full control of your original assets and/or wrapped assets, which are not held or controlled in any way by Keyring Exchange. Keyring Exchange does not collect or hold your keys or information – accordingly, if you lose control over these assets, Keyring cannot access your original or wrapped assets; recover keys, passwords, or other information; reset passwords; or reverse transactions. You are solely responsible for the safety of your digital assets and your use of the Services, including without limitation for storing, backing up, and maintaining the confidentiality of your private keys, passwords, and information, and for the security of any transactions you perform using the Website. You expressly relieve and release Keyring Pro from any and all liability and/or loss arising from your use of the Services.
2.3. Service Fees
The protocol charges a service fee for each transfer performed through Keyring. The fee consists of two components (Fix + Percent (%)): (a) Fix – a fixed amount that is taken in the base asset of the blockchain which is aimed to cover the cost price validators pay for submission of the validation tx into the target chain. For example, if the transfer is performed from the Ethereum chain, then the fixed ETH amount will be deducted from the user’s wallet towards the protocol treasury on Ethereum. (b) Percent (%) – a percentage of each amount of bridged liquidity. The protocol takes a small 10 BPS (0.1%) fee from each transfer. All collected fees are transferred into the protocol treasury smart contract for further distribution (e.g. to validators). Prior to charging you any fees, the protocol will provide an estimate of the fees which may be chargeable (but this may be subject to variations due to uncontrollable factors such as network congestion). Your acceptance of these Terms is considered to be your acceptance of our service fees. We reserve the right to change, modify, or increase our service fees at any time. Any change to our service fees will take effect immediately upon our notification of such change. You agree that by using Keyring Pro following any change to our service fee schedule, you are agreeing to our new service fees.
2.4. Not An Offering Of Banking Business, Trust Business, Custodial Business, Escrow Business, Securities Or Commodities
You understand and affirm that Keyring Exchange is a non-custodial provider of technical smart-contract services which allow users to manage their original assets and wrapped assets. The content of the Website and the Services do not constitute any banking business, trust business, custodial business, escrow business, any offer to buy or sell, or a solicitation of an offer to buy or sell investments, securities, partnership interests, commodities or any other financial instruments in any jurisdiction. The content of the Website and the Services also do not constitute, and may not be used for or in connection with, an offer or solicitation by anyone in any state or jurisdiction in which such an offer or solicitation is not authorized or permitted, or to any person to whom it is unlawful to make such offer or solicitation. In particular, the Services do not constitute any “banking business” within the meaning of any banking laws, “custody” within the meaning of any virtual assets law, or “capital markets products” or “securities” within the meaning of any securities law.
2.5. No Advice
Keyring Exchange makes no representation or warranty, express or implied, to the extent not prohibited by applicable law, regarding the advisability of participating in digital assets on any blockchain, any financial products, securities, funds, commodity interests, partnership interests, or other investments, or funding or purchasing loans. Keyring Exchange is merely a technology service provider allowing you to manage your own digital assets connecting you with various third parties and does not offer fiduciary services and is not your agent, trustee, advisor, or fiduciary.
It is your sole responsibility to determine whether, and to what extent, any taxes apply to any interest received through the Services, and to withhold, collect, report, and remit the correct amount of tax to the appropriate tax authorities.
3. RISK FACTORS
You acknowledge and agree that the Services are currently in the initial development stages and there are a variety of unforeseeable risks with utilizing the Services or participating in the platform, acquiring, holding, or using Keyring Exchange. In the worst scenario, this could lead to the loss of all or part of your digital assets associated with the Services. IF YOU DECIDE TO UTILIZE SERVICES OR ACQUIRE DBR YOU EXPRESSLY ACKNOWLEDGE, ACCEPT AND ASSUME THE BELOW RISKS AND AGREE NOT TO HOLD KEYRING EXCHANGE OR ANY OF THEIR RELATED PARTIES RESPONSIBLE FOR THE FOLLOWING RISKS:
3.1. Third-Party Risk
The Services rely wholly or partly, on third-party software and the continued development and support of third parties. There is no assurance or guarantee that those third parties will maintain their support of their software, which might have a material adverse effect on the Services. Further, where digital assets locked as collateral for assets are deployed by the protocol towards third-party decentralized finance protocols to further generate yield, a failure or security incident in respect of such third-party protocol may result in users losing all or substantially all of their digital assets.
3.2. No Insurance
Original or wrapped assets are not legal tender, are not backed by the government, and are not subject to the Deposit Insurance Scheme or protections under any banking or securities laws. Keyring Exchange is not a bank and does not offer fiduciary services, nor does it offer any security broking services.
3.3. New Technical Risk
The software used for Keyring Exchange is new. While this software has been extensively tested, the software used for the Services is still relatively new and could have bugs or security vulnerabilities. Further, the software is still under development and may undergo significant changes over time that may not meet users’ expectations.
The underlying smart contracts run on a variety of supported blockchain networks, using specially-developed smart contracts. Accordingly, upgrades to the relevant blockchain network, a hard fork in the relevant blockchain network, re-organizations of blockchain structure or blocks, or a change in how transactions are confirmed on the relevant blockchain network may have unintended, adverse effects on the smart contracts built thereon, including Keyring Exchange software and smart contracts.
3.5. Information Security Risk
Original or wrapped assets and use of the Services may be subject to expropriation and/or theft. Hackers or other malicious groups or organizations may attempt to interfere with the Services in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, surfing, and spoofing. Furthermore, because the underlying blockchain networks comprise open-source software, there is the software underlying the Services may contain intentional or unintentional bugs or weaknesses that may negatively affect the Services or result in the loss of the user’s original assets or wrapped assets, the loss of the user’s ability to access or control their digital assets. In the event of such a software bug or weakness, there may be no remedy, and users are not guaranteed any remedy, refund, or compensation.
3.6. Regulatory Risks
The regulatory status of original assets and wrapped assets, and distributed ledger technology is unclear or unsettled in many jurisdictions. While every effort has been taken to ensure that the Services are compliant with local laws, it is difficult to predict how or whether regulatory agencies may apply existing regulations with respect to the Services. It is likewise difficult to predict how or whether legislatures or regulatory agencies may implement changes to laws and regulations affecting distributed ledger technology and its applications, including the Services. Regulatory actions could negatively impact Keyring in various ways, and thus the Services may not be available in certain areas.
3.7. Taxation Risk
The tax characterization of original and wrapped assets and the usage of the Services are uncertain. It is possible that the user’s intended treatment of original or wrapped assets may be challenged. You must seek your own tax advice in connection with the Services provided by Keyring Exchange, which may result in adverse tax consequences to you, including, without limitation, withholding taxes, transfer taxes, value-added taxes, income taxes, and similar taxes, levies, duties or other charges and tax reporting requirements.
3.8. Additional Conditions Of Usage Of The Website And Services
Your usage of the Website and Services is subject to the following additional conditions:
(a) Unlawful Activity: you agree not to engage, or assist, in any activity that violates any law, statute, ordinance, regulation, or sanctions program, including but not limited to the U.S. Department of Treasury’s Office of Foreign Assets Control (OFAC), or that involves proceeds of any unlawful activity.
(b) Abusive Activity: you agree not to engage in any activity that poses a threat to deBridge or the Website, for example by distributing a virus or other harmful code, or through unauthorized access to the Website or other users’ original or wrapped assets.
(c) Inappropriate Behavior: you agree not to interfere with other users’ access to or use of the Services.
(d) Communication: you agree not to communicate with other users for purposes of (1) sending unsolicited advertising or promotions, requests for donations, or spam; (2) harassing or abusing other users; (3) interfering with transactions of other users. You agree not to use data collected from the Website to contact individuals, companies, or other persons or entities outside the Website for any purpose, including but not limited to marketing activity.
(e) Fraud: you agree not to engage in any activity which operates to defraud deBridge, other users, or any other person; or to provide any false, inaccurate, or misleading information to deBridge.
(f) Gambling: you agree not to utilize the Services to engage in any lottery, bidding fee auctions, contests, sweepstakes, or other games of chance.
4. WEBSITE AVAILABILITY AND ACCURACY
4.1. Access And Availability
Access to the Services may become degraded or unavailable on Keyring Exchange during times of significant volatility or volume. This could result in the inability to interact with third-party services for periods of time and may also lead to support response time delays. Users will, however, be able to access these third-party services through other means. Although we strive to provide you with excellent service, we do not guarantee that the Website or Services will be available without interruption and we do not guarantee that requests to interact with third-party services will be successful.
4.2. Website Accuracy
Although we intend to provide accurate and timely information on the Website, the Website (including, without limitation, the content may not always be entirely accurate, complete, or current and may also include technical inaccuracies or typographical errors. In an effort to continue to provide you with as complete and accurate information as possible, information may, to the extent permitted by applicable law, be changed or updated from time to time without notice, including without limitation information regarding our policies, products, and services. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Website are your sole responsibility and we shall have no liability for such decisions. Links to third-party materials (including without limitation any websites) may be provided as a convenience but are not controlled by us. You acknowledge and agree that we are not responsible for any aspect of the information, content, or services contained in any such third-party materials accessible or linked to from the Website.
5. CONSENT TO ELECTRONIC DISCLOSURES AND SIGNATURES
Because Keyring Exchange operates only on the Internet, it is necessary for you to consent to transact business with us online and electronically. As part of doing business with us, therefore, we also need you to consent to our providing you with certain disclosures electronically via our Website. By agreeing to these Terms, you agree to receive electronically all documents, communications, notices, contracts, and agreements arising from or relating to your use of the Website and Service.
By accepting these Terms, you expressly consent to be contacted by us, our agents, representatives, affiliates, or anyone calling on our behalf for any and all purposes, in any way, including SMS messages (including text messages), calls using prerecorded messages or artificial voice, and calls and messages delivered using auto telephone dialing system or an automatic texting system. Notwithstanding the aforementioned, any form of communication from deBridge will be provided to you electronically through the Website or (if applicable) via email to the email address provided. If you require paper copies of any agreements or disclosures, you may print such documents as desired.
5.3. Scope Of Consent
You consent to receive disclosures and transact business electronically, and our agreement to do so applies to any transactions to which such disclosures relate, whether between you and Keyring Exchange or a third party by and through the Service. Your consent will remain in effect for so long as you are a user and, if you are no longer a user, will continue until such a time as all disclosures relevant to Services received through the Website.
5.4. Withdrawing Consent
You may withdraw your consent to receive agreements or disclosures electronically by contacting us at [email protected]. However, once you have withdrawn your consent you will not be able to access the Services.
6. INTELLECTUAL PROPERTY, COPYRIGHTS, AND IDENTIFYING MARKS
6.1. Business Source License
All Keyring Exchange smart contracts are licensed under a Business Source License.
6.2. Limited License
All content on the Website, including but not limited to designs, text, graphics, pictures, video, information, software, music, sound, and other files, and their selection and arrangement (the “Content”), are the proprietary property of Keyring with all rights reserved. No Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without Keyring Exchange’s prior written permission, except as provided in the following sentence and except that the foregoing does not apply to your own User Content (as defined below) that you legally post on the Website. Provided that you are eligible for use of the Website, you are granted a limited license to access and use the Website and to download or print a copy of any portion of the Content solely for your use in connection with your use of the Website or Service, provided that you keep all copyright or other proprietary notices intact. Except for your own User Content (as defined below), you may not republish Content on any Internet, Intranet, or Extranet site or incorporate the information in any other database or compilation, and any other use of the Content is strictly prohibited. Any use of the Website or the Content other than as specifically authorized herein, without the prior written permission of Keyring, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication, or otherwise. This license is revocable by us at any time without notice and with or without cause.
Keyring Exchange and other Keyring graphics, logos, designs, page headers, button icons, scripts, and service names are registered trademarks, trademarks, or trade dresses of Keyring in the British Virgin Islands, the U.S., and/or other countries. Keyring’s trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of Keyring Exchange. Keyring Exchange may, at its sole discretion, limit access to the Website by any users who infringe any intellectual property rights of Keyring or others.
6.4. Copyright Complaints
If you believe that any material on the Website infringes upon any copyright which you own or control, you may send a written notification of such infringement to Keyring Exchange [email protected].
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information about the Website or the Service (“Suggestions”), provided by you to Keyring are non-confidential and shall become the sole property of Keyring Exchange. Keyring Exchange shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Suggestions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
7. DATA PROTECTION AND SECURITY
7.1. Loss Or Compromise
Any loss or compromise of your electronic device or your security details may result in unauthorized access to your original or wrapped assets by third parties and the loss or theft of such assets.
7.2. Shared Access
You should never allow remote access or share your computer screen with someone else when you are accessing Keyring Exchange. Keyring Exchange will never under any circumstances ask you for your private keys or passwords, or to screen share, or otherwise seek to access your computer or digital assets. You should not provide your details to any third party for the purposes of remotely accessing your computer or digital assets.
7.3. Personal Data
7.4. Safety And Security Of Your Computer And Devices
Keyring Exchange is not liable for any damage or interruptions caused by any computer viruses or other malicious code that may affect your computer or other equipment, or any phishing, spoofing or other attacks. We advise the regular use of reputable and readily available virus screening and prevention software.
8. USER FEEDBACK, QUERIES, COMPLAINTS, DISPUTES
8.1. Contact Keyring
If you have feedback or general questions, please contact us via our User Support at [email protected]. When you contact us please provide us with your name, email address, and any other information we may need to identify you, your transactions conducted, and digital assets held.
8.2. Dispute Resolution
PLEASE READ THIS SECTION CAREFULLY BECAUSE IT CONTAINS CERTAIN PROVISIONS, SUCH AS A BINDING ARBITRATION SECTION AND CLASS ACTION WAIVER, WHICH AFFECT YOUR LEGAL RIGHTS. THIS SECTION REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH KEYRING EXCHANGE AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
Each party (i) waives all its respective right(s) to have any and all disputes, claims, suits, actions, causes of action, demands, or proceedings (collectively, “Disputes”) arising from or related to these Terms resolved in a court, and (ii) waive all its respective right(s) to have any Disputes heard before a court. Instead, each party shall arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court).
Any Dispute arising out of or related to these Terms is personal to you and will be resolved solely through individual arbitration, and in no circumstances shall be brought as a class arbitration, class action, or any other type of representative proceeding. There will be no class arbitration or arbitration in which an entity attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
Any Dispute arising out of or in connection with these Terms (including without limitation the enforceability of this section or any question regarding its existence, validity, or termination) shall be referred to and finally resolved by arbitration administered by arbitration in accordance with the BVI IAC Arbitration Rules for the time being in force, which rules are deemed to be incorporated by reference in this Clause 8. The place of arbitration shall be Road Town, Tortola, British Virgin Islands, unless the Parties agree otherwise. The number of arbitrators shall be one. The language to be used in the arbitral proceedings shall be English.
Each party will notify the other party in writing of any Dispute within thirty (30) days of the date it arises so that the Parties can attempt in good faith to resolve the Dispute informally. Notice to Keyring Exchange shall be sent by e-mail to Bacoor at [email protected]. Notice to you shall be either posted on the Website or, if available, will be sent by email to your email on record. Your notice must include (i) your name, postal address, email address, and telephone number, (ii) a full and sufficient description of the nature or basis of the Dispute, and (iii) the specific relief that you are seeking. If you and Keyring Exchange cannot agree on how to resolve the Dispute within thirty (30) days after the date the notice is received by the applicable party, then either you or Keyring Exchange may, as appropriate and in accordance with this section, commence an arbitration proceeding or, to the extent specifically provided for in this section, file a claim in court.
The arbitrator does not have the authority to conduct a class arbitration or a representative or class action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.
If any term, clause, or provision of this section is held invalid or unenforceable, it will be held to the minimum extent applicable and required by law, and all other terms, clauses, and provisions of this section will remain valid and enforceable. Further, the waivers set forth in this section are severable from the other provisions of these Terms and will remain valid and enforceable, except as prohibited by applicable law.
You agree that this section of these Terms has been included to rapidly and inexpensively resolve any disputes with respect to the matters described herein and that this section shall be grounds for dismissal of any court action commenced by you with respect to a dispute arising out of such matters.
A printed version of these Terms shall be admissible in judicial or administrative proceedings.
None of Keyring Exchange’s, its parent, any of its affiliates, subsidiaries, providers, or their respective officers, directors, employees, agents, independent contractors, or licensors (collectively the “Keyring Parties”) guarantees the accuracy, adequacy, timeliness, reliability, completeness, or usefulness of any of the Content and the Keyring Parties disclaim liability for errors or omissions in the Content. This Website and all of the Content are provided “as is” and “as available,” without any warranty, either express or implied, including the implied warranties of merchantability, fitness for a particular purpose, non-infringement, or title. Additionally, there are no warranties as to the results of your use of the Content. The Keyring Exchange Parties do not warrant that the Website is free of viruses or other harmful components. This does not affect those warranties which are incapable of exclusion, restriction, or modification under the laws applicable to these Terms. Keyring Exchange cannot guarantee and does not promise any specific results from the use of the Website and/or the Service.
The Website and the Service may be temporarily unavailable from time to time for maintenance or other reasons. Keyring Exchange assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction, or unauthorized access to, or alteration of, user communications. Keyring Exchange is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or on the Website or combination thereof, including injury or damage to users or to any other person’s computer related to or resulting from participating or downloading materials in connection with the Website and/or in connection with the Service. Under no circumstances will Keyring Exchange be responsible for any loss or damage, including any loss or damage to any user Content, financial damages or lost profits, loss of business, or personal injury or death, resulting from anyone’s use of the Website or the Service, any User Content or Third Party Content posted on or through the Website or the Service or transmitted to users, or any interactions between users of the Website, whether online or offline.
8.5. Limitation On Liability
EXCEPT IN JURISDICTIONS WHERE SUCH PROVISIONS ARE RESTRICTED, IN NO EVENT WILL KEYRING EXCHANGE OR ITS DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE WEBSITE OR THE SERVICE OR ANY OF THE CONTENT OR OTHER MATERIALS ON OR ACCESSED THROUGH THE WEBSITE, EVEN IF KEYRING IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE EXTENT PERMITTED BY APPLICABLE LAW KEYRING EXCHANGE’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO KEYRING EXCHANGE FOR THE SERVICES. IN NO CASE WILL KEYRING EXCHANGE’S LIABILITY TO YOU EXCEED $1,000. YOU ACKNOWLEDGE THAT IF NO FEES ARE PAID TO KEYRING FOR THE SERVICE, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM KEYRING EXCHANGE, REGARDLESS OF THE CAUSE OF ACTION.
CERTAIN LOCAL, STATE, OR FEDERAL LAWS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES OR LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
8.6. Governing Law; Venue And Jurisdiction
By visiting or using the Website and/or the Service, you agree that the laws of the British Virgin Islands, without regard to any principles of conflict of laws that would require or permit the application of the laws of any other jurisdiction, will govern these Terms. If you contract with any third party through Keyring Exchange, the terms of such contract will be governed by the contractual terms prescribed by a such third party.
You agree to indemnify and hold Keyring Exchange, its subsidiaries, and affiliates, and each of their directors, officers, agents, contractors, partners, and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney’s fees, arising out of any dispute with another user of the Website or any third party. You also agree to indemnify and hold Keyring Exchange, its subsidiaries and affiliates and service providers, and each of its or their respective officers, directors, agents, joint venturers, employees, and representatives, harmless from any claim or demand (including attorneys’ fees and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to your breach of these Terms or your violation of any law, rule or regulation, or the rights of any third party.
9. GENERAL PROVISIONS
We may amend or modify these Terms by posting on the Website the revised Terms, and the revised Terms shall be effective at such time. If you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of the Services and Website. You agree that we shall not be liable to you or any third party for any modification or termination of the Services, or suspension or termination of your access to the Services, except to the extent otherwise expressly set forth herein. If the revised Terms include a material change, we will endeavor to provide you advanced notice via the Website before the material change becomes effective.
9.2. Force Majeure
Keyring Exchange shall not be liable for delays, failure in performance, or interruption of service which results directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to, significant market volatility, any delay or failure due to any act of God, an act of civil or military authorities, an act of terrorists, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.
9.3. Links To Other Web Websites And Content
The Website contains (or you may be sent through the Website or the Services) links to other websites (“ThirdParty Websites”), as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, software and other content belonging to or originating from third parties (the “ThirdParty Content”). Such Third Party Websites and Third Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Websites accessed through the Website or any Third Party Content posted on the Website, including without limitation the content, accuracy, offensiveness, opinions, reliability or policies of or contained in the Third Party Websites or the Third Party Content. Inclusion of or linking to any Third Party Website or any Third Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Website and access Third Party Websites, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data-gathering practices, of any site to which you navigate from the Website.
These Terms, or your rights and obligations hereunder, may not be transferred by you but may be assigned by us without restriction (without having to seek your prior consent). Any attempted transfer or assignment by you in violation hereof shall be null and void. These Terms shall be binding and inure to the benefit of the parties hereto, our successors, and permitted assigns.
The failure of Keyring Exchange to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision in that or any other instance. If any provision of these Terms is held invalid, the remainder of these Terms shall continue in full force and effect. If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
9.6. Relationship Of The Parties
You agree and understand that nothing in these Terms shall be deemed to constitute, create, imply, give effect to, or otherwise recognize a partnership, employment, joint venture, or formal business entity of any kind; and the rights and obligations of the parties shall be limited to those expressly set forth herein. Except for the indemnity and exculpation provisions herein, nothing expressed in, mentioned in, or implied from these Terms is intended or shall be construed to give any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to these Terms to enforce any of its terms which might otherwise be interpreted to confer such rights to such persons, and these Terms and all representations, warranties, covenants, conditions, and provisions hereof are intended to be and are for the exclusive benefit of you and us.
To give us notice under these Terms, the user must contact Keyring Exchange by email at [email protected].
9.8. Entire Agreement
If any provision of these Terms shall be determined to be invalid or unenforceable under any rule, law, or regulation of any local, state, or federal government agency, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law and the validity or enforceability of any other provision of these Terms shall not be affected. If such construction is not possible, the invalid or unenforceable portion will be severed from these Terms but the rest of these Terms will remain in full force and effect.
The following provisions of these Terms shall survive termination of your use or access to the Website: the sections concerning Intellectual Property, Disclaimer of Warranties, Limitation on Liability, Waiver, Applicable Law and Dispute Resolution, General Provisions, and any other provision that by its terms survives termination of your use or access to the Website.
9.11. English Language
Notwithstanding any other provision of these Terms, any translation of these Terms is provided for your convenience. The meanings of terms, conditions, and representations herein are subject to their definitions and interpretations in the English language. In the event of conflict or ambiguity between the English language version and translated versions of these terms, the English language version shall prevail. You acknowledge that you have read and understood the English language version of these Terms.
Last Updated: 06 March 2023