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legal

TERMS AND CONDITIONS

Last modified: July 31, 2023

These Terms and Conditions (the “Terms”) constitute a legally binding agreement between any person (hereinafter "User" or in plural "Users") and Keybe Inc. and its subsidiaries, representatives, affiliates, officers and directors (collectively, “Keybe”) governing your access/use of Keybe’s services, including mobile and/or web-based applications (together the “Services”). This Agreement completely supersedes and replaces any prior version of this agreement. Please note that if you continue to use our Services as of January 24, 2023 you will be accepting this updated document. PLEASE READ THIS DOCUMENT CAREFULLY. YOU MUST UNDERSTAND AND AGREE TO ALL OF THE TERMS AND CONDITIONS SET FORTH IN THESE DOCUMENT AND OTHER POLICIES AND PRINCIPLES INCORPORATED HEREIN BY REFERENCE PRIOR TO CREATING A KEYBE ACCOUNT AND/OR USING KEYBE SERVICES, AS THEY CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND KEYBE.. BY ACCESSING OR USING THE SERVICES, YOU CONFIRM YOUR AGREEMENT TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE SERVICES. KEYBE'S SERVICES ARE INTENDED SOLELY FOR COMMERCIAL USE OR USE IN CONNECTION WITH AN INDIVIDUAL'S TRADE, CRAFT OR PROFESSION.

IMPORTANT NOTES:

  • THESE TERMS AND CONDITIONS LIMIT OUR LIABILITY TO YOU. For further details, see Section 33 of this Agreement (Limitation of Liability).
  • PLEASE BE ADVISED THAT THESE TERMS CONTAIN PROVISIONS THAT GOVERN HOW YOU CAN BRING CLAIMS BETWEEN YOU AND KEYBE, INCLUDING THE ARBITRATION CLAUSE IN SECTION 38 OF THIS AGREEMENT (DISPUTE RESOLUTION).
  • THESE TERMS OUTLINE HOW SUCH CLAIMS ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THAT AROSE OR WERE ASSERTED BEFORE THE EFFECTIVE DATE OF THESE TERMS OF SERVICE. PLEASE REVIEW THE ARBITRATION CLAUSE CAREFULLY, AS IT REQUIRES YOU TO RESOLVE ALL DISPUTES WITH KEYBE ON AN INDIVIDUAL BASIS AND, WITH LIMITED EXCEPTIONS, THROUGH FINAL AND BINDING ARBITRATION, YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS. BY AGREEING TO THESE TERMS AND CONDITIONS, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD ALL OF THESE TERMS AND CONDITIONS AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.
If you have any questions, you can contact us through Keybe's support chat https://keybe.ai/.

DEFINITIONS:

  • In these Terms and Conditions, the terms "we", "us", "our" or "Keybe" and similar terms as applicable, shall refer collectively to KEYBE INC. a corporation registered in the State of Delaware and located at Weston, 19148 N HIBISCUS ST, FL 33332. United States of America, its subsidiaries, representatives, affiliates, officers and directors.
  • The terms "you", "your" or "User" shall refer to the natural or legal person who wishes to access and/or use the website and/or the Keybe Services. The creation of an account to use such Keybe Services on behalf of a legal entity, implies the acceptance and application of these Terms and Conditions by its legal representative.
  • Keybe or the User may also be referred to in this Agreement individually as a "party" and together as "parties". When we refer to "Services" herein, it means all products and services that are used by the User, ordered by the User pursuant to an order form (as defined below), or provided on a trial basis, through a paid activation, on a face-to-face basis with one of our sales agents or on a stand-alone basis on any of our plans. The Services may include products and services that provide both (a) platform services, including access to any application programming interfaces ("Keybe APIs") and (b) where applicable, connectivity services, which link the Services to the networks of telecommunications providers over the Internet (C) any type of connection to the Service including connections to third parties.
  • When we refer to an "Affiliate", we mean any individual or entity that is linked to another person or company through a contractual relationship. This relationship may be commercial or financial.
This Agreement applies to all Keybe INC, KEYBE AI CORP and KEYBE SAS Services including, but not limited to "keybe.ai", "kbe.ai", "keybe.lat", "app.keybe.ai", "kb.live", "keybe.bio" "maky.co", "maky.ai".

General provisions applicable to any use of the Keybe website and Services

  1. Aceptación del Contrato The User, at the moment of creating a Keybe account and/or using Keybe Services, voluntarily accepts in advance, expressly and informed, the content of the present Terms and Conditions in its entirety, and therefore, irrevocably binds himself irrevocably to them.This Agreement represents the entire agreement between the Parties. However, it does not supersede any other agreement previously agreed in writing between them on the subject matter hereof.Keybe reserves the right to modify these Terms or its policies relating to the Services at any time, effective upon posting of an updated version of these Terms through the Services or Keybe’s website. In such case, any major update shall be subject to prior notice, communicated in writing through the registered means of communication (Phone or Email), at least thirty (30) days prior to the effective date; however, the 30-day period mentioned above does not apply to major updates resulting from changes in the regulations in force or the requirements of telecommunication providers and/or servers.You should regularly review these Terms, as your continued use of the Services after any such changes constitutes your agreement to such changes. By continuing to use Keybe's Services, the User confirms his/her acceptance of our Terms and Conditions, as updated. If the User does not accept the updated version of this document, he/she must immediately stop using Keybe Services by deleting his/her account.
  2. Creating a Keybe account In order to use most aspects of the Services, you must register for and maintain an active personal User Services account (“Account”). You cannot register for or maintain an Account if you have previously been banned from accessing or using the Services. Account registration may require you to submit to Keybe certain personal information, such as your name, email address, mobile phone number and the creation of a password.For more information regarding Keybe’s use of your personal information, please see our Privacy Agreement. You agree to maintain accurate, complete, and up-to-date information in your Account, including a valid phone number, address and payment method. Except as described below, you must be at least 18 years of age, or the age of legal majority in your jurisdiction (if different than 18), to obtain an Account, unless a specific Service permits otherwise.As part of our ongoing and routine monitoring of account activity and to help us reduce the risk of fraudulent use of your account and the Services, you will initially be limited in your use of the Services while we activate and verify your account or when you have not used an account for a period of at least six (6) months. If you breach these Terms and Conditions, including, without limitation, your payment obligations in Section 23 (Payment Fees and Conditions), Keybe will strictly prohibit the creation of new accounts until you cure such breach in full.Unless otherwise permitted by Keybe in writing, you may only possess one Account and you may not assign or otherwise transfer your Account to any other person or entity. You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account credentials at all times.
  3. Provision of Service
    1. Keybe's Obligations: Keybe is responsible for (a) making the Services available to the User in accordance herewith, our documentation, including the usage guides and policies for the Services which can be found in our usage documentation, and any applicable ordering documents between the Parties with mutually agreed upon pricing for certain Services and other commercial terms, including any applicable minimum spend commitments; (b) complying with the Service Level Agreement ("SLA") and the Security and Information Policy for the Services, each of which may be updated at any time; (c) provide the Services in accordance with applicable laws for the Services to our Users generally, provided that the User uses the Services in accordance with these Terms and Conditions, the applicable Documentation and any applicable Order Form; (d) use commercially reasonable efforts to use industry standard measures designed to scan, detect and remove code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses; and (e) where applicable, use trained and qualified personnel to provide the Services.
    2. Alpha or Beta Offerings: Keybe may, at its discretion, establish special Services, identified as Alpha, Beta (collectively, "Beta Offerings"), for the User. The User may choose to use the Beta Offerings at its sole discretion, bearing in mind that these Services, by their nature, may be subject to technical failures. By accepting to use the Beta Offerings, the User declares to be informed, accepts the associated risks and cannot engage Keybe's legal liability in any way. Keybe may discontinue the Beta Offerings at any time, at its sole discretion.
    3. Suspension of Services: At any time, Keybe reserves the right to suspend the Services immediately upon notice to the User without refunds for any prepaid fees, if in Keybe's sole discretion:: (a) the User breaches any provision of the Terms and Conditions and/or Acceptable Use Policy (or acts in a manner that clearly shows that it does not intend to or is unable to comply with the Terms and Conditions and/or Acceptable Use Policy); (b) the User fails to make timely payment of fees for the Services, if any; (c) the User physically, verbally or by other means treats improperly, threatens, intimidates or harasses either us or our staff (in such circumstances, we may alternatively suspend or restrict your access to the Services); (d) the User repeatedly make claims in bad faith or without reasonable grounds, and continue to do so after we ask you to stop (in such circumstances, we may alternatively suspend or restrict your access to the Services); (e) continuing to provide the Services would violate any applicable law; (f) we choose to discontinue the Services and Software, in whole or in part if it is impractical for us to continue to offer the Services in your region because of legal changes; or other reason; or (g) there is an extended period of inactivity on your free account;Keybe shall not be liable for any damages, losses (including any loss of data or profits), or any other consequences you may incur in connection with the suspension of the Services under this Section or Section 23 of this Agreement (Payment Fees and Terms).If Keybe terminates your use of its Services for reasons other than for cause as stated above, we will use reasonable efforts to notify you via the email address you provide to us at least thirty (30) days prior to termination.
    4. Updates to the Services: The features and functions of the Services, including the Keybe APIs and our Service Level Agreement ("SLA"), may be modified or updated from time to time. It is the User's responsibility to ensure that each application is compatible with the updated Services.While we try to avoid making changes to the Services that are not compatible with your applications, if such changes are necessary, we will make reasonable efforts to inform you at least fifteen (15) days prior to implementation. Non-backward compatible modification or update to a Keybe API may, for clarity, be detrimental or result in a decrease in value to the User ("Adverse API Change"). In the case of changes to the Services that, in Keybe's reasonable judgment, are detrimental or result in a material diminution in value to the User: the User, upon prior notice to Keybe of the Adverse API Change may benefit, in Keybe's sole discretion, from collaboration to resolve or otherwise address the Adverse API Change, except where we, in our sole discretion, have determined that an Adverse API Change is necessary for security reasons, by suppliers, or to comply with applicable law or regulation.
  4. User Obligations In addition to the obligations provided by law and other clauses of these Terms and Conditions and by virtue of the acceptance of the latter, the User undertakes to:

    a. Use the Services responsibly, solely in accordance with these Terms and Conditions, our Acceptable Use Policy the applicable Documentation, any applicable Order Form and applicable law or regulation;

    b. Be solely responsible for all acts, omissions and activities of any person accessing or otherwise using any User Application ("End User"), including End Users' compliance with these Terms and Conditions, the applicable Documentation, our Acceptable Use Policy and any applicable Order Form;

    c. Not to transfer, resell, lease, rent, license or make available Keybe Services to third parties (except to make them available to End Users as permitted herein);

    d. Not allow or enable others to use Keybe Services using your account information;

    e. Not to access or attempt to access the Keybe Services by any means other than through the interface provided or authorized by us;

    f. Not to circumvent any access or use restrictions applied to prevent certain uses of the Services;

    g. Not to engage in any way in behavior that infringes Keybe's Intellectual Property Rights;

    h. Not impersonate any person or entity, or falsely state or misrepresent your affiliation with a person or entity;

    i. Do not attempt to disable, impair or destroy Keybe Services;

    j. Not interrupt, interfere with, or inhibit any other user from using the Services (e.g., by bullying, harassing, or inciting or promoting violence or self-harm);

    k. Not to engage in fraudulent activities, such as fraudulent payments and refunds;

    l. Not to infringe applicable legislation;

    m. Enter your Personal Data truthfully when creating a Keybe account;

    n. Notify Keybe regarding any unauthorized use of your account;

    o. Provide reasonable cooperation in connection with requests for information from law enforcement, regulatory agencies or telecommunications providers;

    p. Comply with the representations and warranties in Section 16 hereof (Representations, Warranties and Disclaimer);

    q. Make timely payments as described in Section 23 (Fees and Terms of Payment) of this document;

    r. Agree that Keybe is not responsible for any loss or damage arising from unauthorized use of your account;

    s. ABe fully and completely responsible for the export of data and its handling, taking care of the information and informing the interested parties that an export of information has been done in full compliance with the Privacy Agreement.

  5. User Affiliates Your Affiliates are not authorized to use Keybe's Services under these Terms and Conditions. Each of your Affiliates who want to use Keybe's Services must create an account and agree to these Terms and Conditions individually.
  6. Keybe's Intellectual Property The Services and all rights, title, and interest, including all related intellectual property rights therein are and shall remain Kyebe’s property. These Terms are not a sale and do not convey or grant to you any rights in or related to the Services, or any intellectual property rights owned by Keybe.Keybe remains the exclusive owner of all rights, title and interest in any content, documents or other materials viewed through the Services and the Keybe website. Except as specified in the Terms and Conditions, Keybe does not grant you any patent, copyright, trade secret or trademark rights, or any other rights relating to elements of the Services and the website.We reserve all rights not granted by these Terms and Conditions.
  7. Keybe Services trademarks "Keybe.ai", "kb.live", "Nipu", "Maky" and other trademarks linked to our website are service trademarks or registered service trademarks. Other product and/or company names mentioned on the Website or during the use of the Services may be trademarks of their respective owners.
  8. Limited License; Permitted Uses Subject to your compliance with the Terms and Conditions and applicable law, Keybe hereby grants you a non-exclusive, non-transferable, limited, revocable license to access and use the Services that we make available to you. You may not use any printed or electronic version of any portion of the Keybe website and Services or its contents in any litigation or arbitration matter under any circumstances.
  9. Limited License; Restrictions and Prohibitions on Use Your license to access and use the Keybe Services, as well as any information, materials or documents (collectively defined as "Content and Materials"), is subject to the following restrictions and prohibitions on use:You shall not:
    1. Copy, print (except for the limited and express purpose permitted by Section 4 hereof), republish, display, display, distribute, transmit, sell, rent, lease, loan or otherwise make available in any form or by any means all or any part of the Website or the Services or any Content and Materials retrieved therefrom;
    2. Use the Keybe Services or any material obtained from the Website or the Keybe Services to develop, or as a component of, any information system, storage and retrieval system, database, information base or similar resource (in any medium now existing or hereafter developed), which is offered for commercial distribution of any kind, including through sale, license, lease, rental, subscription or any other commercial distribution mechanism;
    3. Create compilations or derivative works of any Content and Material on the Website or Keybe Services;
    4. Use any Content and Material on the Website or Services in any manner that may infringe any copyright, intellectual property right, proprietary right or property right of ours or any third party;
    5. Remove, change or obscure any copyright or other proprietary notices or terms of use contained on the Website or Services;
    6. Make any part of the Website or the Services available through any time-sharing system, service bureau, the Internet or any other technology now existing or developed in the future;
    7. Remove, decompile, disassemble or reverse engineer any software on the Website or Services or use any network monitoring or discovery software to determine the architecture of the Website or Services plan;
    8. Use any automated or manual process to collect information from the Website or Services;
    9. Use the Website or the Services for the purpose of collecting information for or transmitting (a) unsolicited commercial e-mail; (b) email that makes use of headers, invalid or non-existent domain names, or other means of deceptive addressing; and (c) unsolicited telephone calls or facsimile transmissions;
    10. Use the Website or the Services in a manner that violates any state or federal law regulating e-mail, facsimile transmissions or telephone solicitations;
    11. Export or re-export the Website, data, personal information, the Services or any part thereof, or any software available on or through the Website or the Services, in violation of the export control and data protection laws or regulations of the United States, European Union, Mexico and Colombia.
  10. Links to the Website and our Services The User may provide links to the Website and our Services, provided that:
    1. Do not remove or obscure, by framing or otherwise, the advertisements, copyright notice or other notices on the Website and Services,
    2. Your website does not engage in illegal or pornographic activities.
    3. Stop providing links to the Website and Services immediately upon our request.
  11. Advertisers Keybe's Website and Services may contain advertising and sponsorships. Advertisers and sponsors are responsible for ensuring that material submitted for inclusion on the Website and Services is accurate and complies with applicable laws. Keybe is not responsible for the illegality or any errors, inaccuracies or problems in advertiser or sponsor materials.
  12. Errors, corrections and changes To the fullest extent permitted by applicable law, Keybe makes no warranties about the content of the Services. Nor does Keybe make any warranty that: (a) the Services and the Website will meet your requirements or be available on an uninterrupted, uninterrupted, timely, secure or error-free basis; (b) the results obtained from the use of the Services and the Website will be effective, accurate or reliable; (c) the quality of the Services and the Website will meet your expectations; or (D) any errors or defects in the Services and the Website will be corrected.We reserve the right, in our sole discretion, to edit or remove any documents, information or other content appearing on the Website and Services.
  13. Illegal Activity We reserve the right to investigate complaints or violations of these Terms and Conditions and to take such action as we deem appropriate, including, but not limited to, reporting any suspected illegal activity to law enforcement officials, regulatory agencies or other third parties and disclosing any necessary or appropriate information to such persons or entities regarding your profile, email addresses, usage history, posted materials, IP addresses, traffic information or any information we have available endorsed on this Agreement.
  14. Data ownership and use
    1. Data Ownership: As between the parties, we exclusively own and reserve all right, title and interest in and to the Services, the Documentation, our Confidential Information (as defined below) and any data, in anonymous or aggregate form that does not identify you, any End User or any natural person, generated or derived from the use or operation of the Services, including volumes, frequencies, bounce rates and performance results of the Services. As between the parties, User is the exclusive owner of and reserves all right, title and interest in and to each User Application, its Confidential Information and User Data, subject to our rights to use and disclose User Data in accordance with these Terms and Conditions.
    2. Our Use of User Data: You instruct us to use and disclose User Data as necessary to (a) provide the Services in accordance with this Section, Section 15 (Confidentiality), our Privacy Agreement, including the detection, prevention and investigation of security incidents, fraud, spam or unlawful use of the Services, and (b) respond to any technical problems or your inquiries and ensure the proper functioning of the Services. You acknowledge that the Internet and telecommunications providers' networks, flat files and transit outside Keybe's jurisdiction are inherently insecure. Accordingly, you agree that we are not responsible for any modification, interception or loss of User Data while in transit over the Internet, exported files or a telecommunications provider's network outside of the Keybe platform.If you do not agree to the terms of our Privacy Agreement, you must stop using our Services immediately.
    3. Feedback: We welcome any recommendations, suggestions, requests for improvements or corrections, comments or other feedback from you or any End User regarding the Services (collectively, "Feedback"). However, by submitting Feedback to us, you must agree that: (a) the Feedback will not be treated as your Confidential Information; (b) we may use or disclose, or choose not to use or disclose, the Feedback for any purpose and in any manner; (c) we own the Feedback; and (d) you and any End User are not entitled to any compensation or reimbursement of any kind from us under any circumstances for Feedback, suggestions, comments or ideas.
  15. Confidentiality
    1. Definition: "Confidential Information" means any information or data, regardless of whether it is in tangible form, disclosed by either party ("Disclosing Party") to the other party ("Receiving Party") that is marked or otherwise designated as confidential or proprietary or that otherwise should reasonably be understood to be confidential given the nature of the information and the circumstances surrounding the disclosure, including, without limitation, any order forms, customer data, documentation, safety reports and certificates, audit reports, customer lists, prices, telephone numbers, concepts, processes, plans, designs and other strategies, know how, financial information, ideas and other business and/or technical information and materials of the Disclosing Party and its Affiliates. Confidential Information does not include any information that (a) is publicly available through no breach of these Terms or any fault of the Receiving Party; (b) was properly known to the Receiving Party, and to the best of its knowledge, without restriction, prior to disclosure by the Disclosing Party; (c) was properly disclosed to the receiving Party, and to its knowledge, without restriction, by another person without infringement of the rights of the disclosing Party; or (d) was independently developed by the receiving Party without use of or reference to the Confidential Information of the disclosing Party.
    2. Use and Disclosure: Except as otherwise authorized in writing by the Disclosing Party, the Receiving Party shall not (a) use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms and (b) disclose or make the Confidential Information of the Disclosing Party available to any party except its employees, its Affiliates and their respective employees, legal counsel, accountants, contractors and, in our case, subcontractors (collectively, "Representatives") who have a "need to know" to carry out the purpose of this Agreement. The Receiving Party is responsible for its Representatives' compliance with this Section. The Representatives are legally obligated to protect the Disclosing Party's Confidential Information under confidentiality terms that are at least as protective as the terms of this Section. The Receiving Party shall protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses to protect the confidentiality of its own confidential information, but in no event less than reasonable care. Notwithstanding the foregoing, it may disclose to End Users information, which shall constitute our Confidential Information, only to an employee or worker employed by the End User who has a "need to know" such Confidential Information and is legally bound by confidentiality terms that are at least as protective as the terms of this Section.
    3. Mandatory Disclosure: The Receiving Party may disclose the Disclosing Party's Confidential Information if required to do so by regulation, law, subpoena or court order (collectively, "Mandatory Disclosures"), provided that the Receiving Party notifies the Disclosing Party of a Mandatory Disclosure (to the extent permitted by law). The Disclosing Party shall cover the Receiving Party's reasonable legal fees for the preparation of witnesses, depositions and testimony to the extent such Compelled Disclosure is related to a lawsuit or legal proceeding to which the Disclosing Party is a party or to the extent fees are incurred in connection with reasonable assistance provided to the Disclosing Party in connection with the Disclosing Party's efforts to contest such Compelled Disclosure.
    4. Injunctive Relief: The parties expressly acknowledge and agree that there may be no adequate remedy at law for an actual or threatened breach of this Section and that, in the event of an actual or threatened breach of the provisions of this Section, the non-breaching party shall be entitled to seek immediate injunctive and other equitable relief, without waiving any other available rights or remedies.
  16. Representations, warranties and disclaimers
    1. Individuals Data: You represent and warrant that you have provided, and will continue to provide, appropriate notices and have obtained, and will continue to obtain, the necessary permissions and consents to provide the User Data to us for use and disclosure in accordance with Section 14 (Ownership and Use of Data).
    2. Services: We represent and warrant that the Services are being performed materially in accordance with the applicable Documentation. Our sole obligation, and your sole and exclusive remedy, in the event that we fail to comply with this shall be that we will, at our option, either re-perform the affected Services or refund to you the fees you actually paid for the affected Services.
    3. Export Controls: Each party will comply with export control and economic sanctions laws in all jurisdictions directly or indirectly applicable to the Services, including, without limitation, the United States of America. You will obtain all necessary licenses or other authorizations to export, re-export or transfer the Services. Each party represents that it (and, if applicable, End Users as well) is not on any governmental prohibited/denied/unverified parties, sanctions, debarment or exclusion lists (collectively, "Sanctions Lists"). You will not export, re-export or transfer the Services to an entity on any Sanctions List without the prior authorization of the U.S. government or other required government. You will (a) immediately discontinue your use of the Services if you are placed on any Sanctions List and (b) remove an End User's access to the Services if such End User is placed on any Sanctions List.
    4. DISCLAIMER: HE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” KEYBE DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, KEYBE MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE SERVICES OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.KEYBE DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF THIRD-PARTY PROVIDERS. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY SERVICE OR GOOD REQUESTED OR OBTAINED FROM THIRD-PARTY PROVIDERS IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.KEYBE DOES NOT CONTROL, MANAGE OR DIRECT ANY THIRD-PARTY PROVIDERS. THIRD-PARTY PROVIDERS ARE NOT ACTUAL AGENTS, APPARENT AGENTS, OSTENSIBLE AGENTS, OR EMPLOYEES OF KEYBE. IF A DISPUTE ARISES BETWEEN YOU AND OR ANY OTHER THIRD PARTY, YOU RELEASE KEYBE FROM LOSSES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.KEYBE DOES NOT CONTROL, ENDORSE OR TAKE RESPONSIBILITY FOR ANY USER CONTENT OR THIRD-PARTY CONTENT AVAILABLE ON OR LINKED TO BY THE SERVICES. KEYBE CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. KEYBE’S USE OF ALGORITHMS IN AN ATTEMPT TO PROVIDE SERVICES OR IMPROVE THE EXPERIENCE OF USERS AND THE SECURITY AND SAFETY OF THE SERVICES DOES NOT CONSTITUTE A GUARANTEE OR WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED. KEYBE SHALL HAVE NO LIABILITY OR OBLIGATION TO INDEMNIFY FOR ANY BETA OFFERING.
  17. Mutual indemnification
    1. Indemnification by Keybe
      1. Scope of Indemnification: We will defend you against any claim, demand, suit or proceeding brought against you by a third party alleging that our provision of the Services infringes or misappropriates such third party's intellectual property rights ("Infringement Claim"). Keybe will seek damages, fines or penalties imposed by a governmental or regulatory body, attorneys' fees and costs awarded against you or settlement amounts approved by us for an Infringement Claim.
      2. Infringement Options: If your use of the Services has become, or in our opinion is likely to become, the subject of an infringement claim, we may, at our option and expense (a) obtain for you the right to continue to use the Services as set forth in this Agreement; (b) modify the Services to make them non-infringing; or (c) if the foregoing options are not reasonably practicable, terminate these Terms and Conditions, or, if applicable, terminate your right to use and access the Services that are the subject of any Infringement Claim, and refund any unused prepaid fees.
      3. Limitations: We shall have no liability or obligation under this Section with respect to any Infringement Claim (a) arising out of your use of the Services in breach of these Terms and Conditions; (b) arising out of the combination, operation or use of the Services with other applications, parts of applications, products or services where the Services would not themselves be infringing; or (c) arising out of the Services for which no charge is made.
    2. User Indemnification: You agree to indemnify and hold Keybe and its affiliates and their officers, directors, employees, and Affiliates (collectively, "Keybe Indemnified Parties") from and against any and all actions, claims, demands, losses, liabilities, costs, damages, and expenses (including attorneys’ fees), arising out of or in connection with: (i) your use of the Services or services obtained through your use of the Services; (ii) your breach or violation of any of these Terms; (iii) your violation of the rights of any third party, including Third-Party Providers; (iv) your or any End User's breach of Section 4 (User Obligations) or (v) a User Application, including, without limitation, any claim that a User Application, or your or any End User's use of a User Application, infringes or misappropriates such third party's intellectual property rights (collectively, "Indemnifiable User Claims"). You will indemnify us for any damages, fines or penalties imposed by a government or regulatory body, attorneys' fees and costs awarded against a Keybe Indemnified Party or for settlement amounts approved by you for a User Indemnifiable Claim.
    3. Conditions of Indemnification: As a condition of the foregoing indemnification obligations (a) the indemnified party ("Indemnified Party") shall promptly notify the indemnifying party ("Indemnifying Party") of any User Infringement Claim or Indemnifiable Claim (individually and collectively referred to as a "Claim"); provided, however, that the failure to give such notice promptly shall not relieve the Indemnifying Party of its obligations under this Section, except to the extent that the Indemnifying Party has been actually and materially prejudiced by such failure; (b) The Indemnifying Party shall have the sole and exclusive authority to defend or settle any Claim; and (c) The Indemnified Party shall reasonably cooperate with the Indemnifying Party in connection with the Indemnifying Party's activities under this Section, at the Indemnifying Party's expense. The Indemnified Party reserves the right, at its expense, to participate in the defense of any Claim. Notwithstanding anything to the contrary in this Section, the Indemnifying Party shall not settle any Claim for which it has an obligation to indemnify under this Section by admitting liability or fault on behalf of the Indemnified Party, or create any obligation on behalf of the Indemnified Party, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed.
    4. Exclusive Remedy: This Section sets forth the indemnifying Party's sole liability and the indemnified Party's exclusive remedy against the other party for any third party claim.
  18. Privacy Agreement In addition to these Terms, your access to, and use of the Services is also governed by the applicable terms found on our website, including without limitation, the Privacy Agreement, which may be updated at any time, and forms part of this document. You can review the Privacy Agreement at the following link: https://keybe.us/legal/#privacy-agreement
  19. Information The Keybe Website and Services contain information about us. We disclaim any duty or obligation to update this information. Information about companies other than us should not be considered to be provided or endorsed by us.
  20. Third Party Services Keybe may provide access to certain third party product or service providers ("Merchants"), from whom you may purchase certain goods or services, or have them advertised by us. The User understands that Keybe has no control over or responsibility for the services and products offered by Merchants. Merchants are responsible for all aspects of order processing, fulfillment, billing and customer service. We are not a party to the transactions entered into between you and the Merchants. You use these services at your own risk and are subject to the privacy policies and terms of use of such services. In no event shall Keybe be liable for any damages arising from transactions between you and Merchants or information appearing on Merchants' sites or any other sites linked to our site and services. Keybe does not guarantee the availability of third party services and may change or discontinue providing them at any time without notice.
  21. Third Party Content Third party content may appear on the Website and/or Keybe Services or may be accessible through links. We take no responsibility and assume no liability for any errors, misstatements, defamation, omissions, falsehood, obscenity, pornography or profanity in the statements, opinions, representations or any other form of content on the Website or Services provided to you. The User understands that the information and opinions in third party content represent solely the ideas of the author and are not endorsed by or necessarily reflect our beliefs or opinions.
  22. Third Party Merchant Policies All rules, policies (including the privacy agreement) and operating procedures of the merchants will apply to you while you are on the merchants' websites. We are not responsible for the information our User provides to Merchants. We and the Merchants are independent contractors and neither party has any authority to make any representations or commitments on behalf of the other.
  23. Fees and payment terms
    1. Pricing: You agree to pay for the service in accordance with the applicable prices posted on https://keybe.us/prices/, unless otherwise set forth in a document signed by the Parties with special negotiation. In addition, we will charge you, and you will pay, in accordance with any and all additional costs, fines or penalties we incur from a governmental or regulatory body or telecommunications provider as a result of your use of the Services.
    2. Payment Terms: Payment obligations are non-cancelable and fees, once paid, are non-refundable. Except as otherwise provided under subject to Section 23.3 (Payment Disputes), you will make all payments due under these Terms in accordance with the following applicable payment method:
      1. Currency: All prices are payable in U.S. dollars, except for special agreements in local currencies according to the country of operation.
      2. Pre-funded services: The consumption of all services and plans offered by Keybe requires a positive balance, which is consumed as the platform is used. The balance is charged prior to the use and consumption of the services through different means such as: Bank Transfer, Credit Card, Prepaid Cards, payment buttons and/or Deposit.
      3. Credit Card Payment Terms: When paying by credit card, you are responsible for ensuring that your account has a sufficient positive balance to cover all fees due. If, for any reason your credit card rejects a charge for fees due, we reserve the right to suspend Services to all of your accounts (3.3 Suspension of Service).
      4. Credit billing payment terms:
        1. If credit is approved at our sole discretion so that you can pay invoices in installments, invoices will be sent to the email address you provide in electronic PDF format on a monthly basis in arrears.
        2. The User shall pay for the service in full within eight (8) calendar days after the date of the invoice.
        3. If you are late in paying undisputed fees and do not pay within eight (8) calendar days, we may:
          1. Charge a late payment fee of 2% per month or the maximum amount permitted by applicable law
          2. Suspend Services and access to all of your accounts until you pay undisputed fees owed including late payment interest rates.
          3. Report non-compliance with the agreement to the credit bureaus of the country or countries of operation.
        4. Special Negotiation: All these conditions are fulfilled unless otherwise established in a special negotiation to be signed by the Parties.
    3. Payment Disputes: You will notify us in writing if you dispute any communications fee, tax or surcharge that you have paid or are required to pay under these Terms and Conditions. If you dispute any communications fee, tax or surcharge, you shall act reasonably and in good faith and shall cooperate diligently with us to resolve the dispute. You will notify us within thirty (30) days of the date we bill you for the disputed fees, taxes or communications surcharges due and the parties will work together to resolve the dispute promptly.
    4. Refunds: In relation to the money back policy, we inform you that we do not accept money back under any circumstances. Our commitment is to provide the best possible service and ensure customer satisfaction with the purchase made. However, we understand that there may be unforeseen situations that generate dissatisfaction.It is important to note that when purchasing a service, it is considered a final transaction, and therefore no refunds are accepted. This policy applies to all the Services we offer, without exception. If you have any questions or concerns about our services, please contact us before making your purchase. We will be happy to provide you with any additional information or answer any questions you may have.
    5. Terms of payment:
      1. A valid credit card is required for bill payment.
      2. Any deposit made by the User to Keybe for the purchase of Goods or Services is non-refundable.
      3. If you contract the monthly service, you will be billed monthly (Month in arrears) starting on the thirtieth (30th) day after the creation of your account.
        1. Service is billed monthly and is non-refundable. There will be no refunds or credits for partial months of service, upgrade/downgrade refunds or refunds for unused months with an open account. In order to treat everyone equally, no exceptions will be made.
        2. We reserve the right to modify or increase the monthly service fees with at least fifteen (15) days prior notice.
        3. In the event of an upgrade or downgrade of your plan level, your credit card will automatically be charged the new rate on your next billing cycle.
  24. Taxes and communication surcharges
    1. Taxes: All prices exclude any applicable taxes, levies, duties, fees or other similar exactions imposed by a legal, governmental or regulatory authority in any applicable jurisdiction, including, without limitation, sales, use, value added, excise, communications or withholding taxes (collectively, "Taxes"). You will pay all Taxes associated with these Terms, excluding any Taxes based on our net income, property or employees. If applicable law requires you to withhold any Taxes from payments owed to us, you will reduce or eliminate such withheld Taxes upon receipt of the appropriate tax certificate or document from us. You will provide us with proof of payment of any Taxes withheld to the appropriate authority.
    2. Communications Surcharges: All fees do not include any fees or surcharges applicable to communication services or telecommunications providers (e.g., carriers) (collectively, "Communications Surcharges"). You will pay all Communications Surcharges associated with your use of the Services.
    3. Exemption: If you are exempt from paying certain taxes or communications surcharges, you must provide the necessary exemption information requested by us or a valid exemption certificate issued by the appropriate authority by email to [email protected]. You will be exempt thereafter once we approve your exemption request. If the competent authority determines, at any time, that you are not exempt from paying any Communications Taxes or Surcharges, you will immediately pay such Communications Taxes or Surcharges to us, plus any applicable interest or penalties.
  25. Securities Laws Keybe Website and Services may include statements regarding our operations, prospects, strategies, financial condition, future economic performance and demand for our products or services, as well as our intentions, plans and objectives (particularly with respect to product and service offerings), which are forward-looking statements. These statements are based on a number of assumptions and estimates that are subject to significant uncertainties, many of which are beyond our control. When used in our Site and Services, words such as "anticipates," "expects," "believes," "estimates," "seeks," "plans," "intends," "will" and similar expressions are intended to identify forward-looking statements designed to fall within the safe harbors of securities law for forward-looking statements. The Site and the Keybe Services, and the information contained therein, do not constitute an offer or a solicitation of an offer to sell any securities. None of the information contained herein is intended to be, and shall not be deemed to be, incorporated into any of our securities-related documents or records.
  26. Links to Other Websites Keybe Website and Services may contain links to other websites. We are not responsible for the content, accuracy or opinions expressed on such websites, and do not investigate, monitor or verify the accuracy or completeness of such websites. The inclusion of any linked website on the pages of our Website and Services does not imply approval or endorsement of such website by us.If you decide to leave our Website and Services and access these third party sites, you do so at your own risk.
  27. Legal Compliance You agree to comply with all applicable national and international laws, statutes, ordinances and regulations in connection with your use of the Website and our Services and the Content and Materials provided therein.
  28. Additional terms and conditions related to any goods or services provided. The User agrees to review these Terms and Conditions prior to purchasing any goods or services and shall be deemed acceptance hereof.
  29. Non-transferable Your right to use the Keybe Website and Services is non-transferable and non-assignable. Any username, password or right granted to you to obtain information or documents is not transferable or assignable.
  30. Copyright on products or services purchased. The content, organization, compilation, compilation, magnetic translation, digital conversion and other matters provided by Keybe are protected by applicable copyrights, trademarks and other proprietary rights (including, but not limited to intellectual property), and, copying, redistribution, use or publication by a User of any content or any part of the Website or Keybe Services is prohibited.
  31. Editing, deletion and modification Keybe reserves the right, in its sole discretion, to edit or remove any information or content appearing on the Website and Services and to remove any goods or services for sale. Following notice posted on the Service, Keybe may modify this document, or the prices, and may discontinue or revise any or all aspects of the Website and the Services at its sole discretion and without notice. Modification of these Terms and Conditions shall be deemed effective upon posting on the Keybe Website and Services with respect to transactions occurring after such date.
  32. Right of Refusal Keybe reserves the right, at its sole discretion, to refuse the service at any time. The sale of any goods or services is subject to availability.
  33. Limitation of liability
    1. LIMITATION OF INDIRECT, CONSEQUENTIAL AND RELATED DAMAGES: IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS FOR ANY REVENUE, GOODWILL OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVERAGE, LOSS OF DATA, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER IN AN ACTION IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY'S REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
    2. LIMITATION OF LIABILITY: IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATING TO THESE TERMS EXCEED THE AMOUNTS PAID OR PAYABLE BY YOU UNDER THESE TERMS FOR THE SERVICES GIVING RISE TO THE LIABILITY DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION SHALL APPLY WHETHER THE ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.
    3. UNLIMITED LIABILITY: NOTWITHSTANDING SECTION 33.1 (LIMITATION OF INDIRECT, CONSEQUENTIAL AND RELATED DAMAGES) AND SECTION 33.2 (LIMITATION OF LIABILITY), THE LIMITATIONS OF SECTION 33.1 AND SECTION 33.2 DO NOT APPLY TO (a) YOUR BREACH OF SECTION 4 (USER'S OBLIGATIONS); (b) YOUR BREACH OF SECTION 23 (FEES AND TERMS OF PAYMENT); OR (c) AMOUNTS PAID PURSUANT TO A PARTY'S INDEMNIFICATION OBLIGATIONS PURSUANT TO SECTION 17 (MUTUAL INDEMNIFICATION).THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS PURSUANT TO THESE TERMS AS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED UPON THE LIMITATIONS SET FORTH IN THIS SECTION IN DETERMINING WHETHER TO ENTER INTO OR AGREE TO THESE TERMS AND CONDITIONS OF SERVICES.
    4. Failures and Errors: The information and services may contain failures, errors, problems or other limitations. We and our affiliated Parties have no liability for User's use of any information or services, except as provided herein. In particular, but not as a limitation thereof, we and our affiliated parties are not liable for any indirect, special, incidental or consequential damages (including damages for loss of business, loss of profits, litigation or the like), whether based on breach of contract, breach of warranty, tort (including negligence), product liability or otherwise, even if advised of the possibility of such damages.
  34. Use of Trademarks You grant us the right to use your name, logo and a description of your use case for reference on our website, press releases and solicitations, or marketing or promotional materials, subject to the standard trademark usage guidelines you expressly provide to us.
  35. Cancellation
    1. Term: These Terms and Conditions, as they may be updated from time to time, shall commence on the date they are accepted by you and shall continue until terminated in accordance with Section 35 (Cancellation).
    2. Convenience: Either party may terminate these Terms and Conditions and close all of its accounts for any reason upon fifteen (15) days prior written notice to the other party. Notwithstanding the preceding sentence, if there is a purchase order in effect, these Terms and Conditions shall not terminate until such purchase order has expired or has been terminated in accordance with its terms.
    3. Material breach: Keybe may, in case of breach by the User of the terms of this document or the applicable legislation on the matter, terminate the provision of the Service without any prior notice, reserving the right to claim damages that such breach has caused.
    4. Insolvency: Subject to applicable law, in the event that either party becomes bankrupt or insolvent, or if bankruptcy or insolvency proceedings are commenced against it, the other party shall have the right to automatically terminate these Terms and Conditions without liability.
    5. Survival: Upon expiration or termination of the Terms and Conditions, some or all of the Services may cease to operate without notice. Your obligations described in Section 23 (Fees and Payment Terms), Section 14 (Ownership and Use of Data), Section 33 (Limitation of Liability), Section 17 (Mutual Indemnification), Section 37 (Miscellaneous) and Section 38 (Dispute Resolution) of this Agreement will survive.
    6. Information: Your business services information may be exported as long as it is in good standing, meaning without any outstanding balance to be paid. The User must request in writing the cancellation of the service. The information does not include algorithms, behavioral data or information that we consider Keybe's intellectual property.
    7. Fees: Assisting you in the process of exporting the information and helping you to release the connections from third party or telecom providers will cost USD $480.
    8. Responsibility: The User is solely responsible for the proper termination of his or her account. You may terminate your Account at any time upon written request. Keybe, in its sole discretion, has the right to suspend or terminate your account and refuse any and all current or future use of the Service, or any other Keybe service, for any reason at any time. Such termination of the Service will result in the deactivation or deletion of your Account or your access to it, and the forfeiture and relinquishment of all Content in your account.
  36. Technical Support Your use of the Services and the Keybe Web Site is at your own risk. The Service is provided on an "as is" and "as available" basis. Technical support is only provided to paid account holders and is only available via website chat or our assigned WhatsApp line. User understands that response time to technical support requests are based on our Service Level Agreement.You also understand that Keybe uses third party vendors and hosting partners to provide the hardware, software, network, storage and related technology necessary to run the Services.
  37. Various
    1. No Waiver and No Preemption: The failure of a party to exercise a right or enforce a provision under these Terms and Conditions shall not constitute a waiver of that right or provision, or any other provision. Any waiver must be in writing and signed by each party to be legally binding. The section titles and headings in these Terms and Conditions are for convenience only and shall not affect the interpretation of any provision hereof. In the event of any conflict or inconsistency between the following documents, the order of precedence shall be: (1) this Agreement or, (2) the Acceptable Use Policy and (3) the applicable Documentation.
    2. Assignment: You may not assign or transfer or delegate the Terms and Conditions or your rights and obligations hereunder, in whole or in part, without our written consent, and any attempt to do so is void as a matter of law. We may assign, delegate or transfer our rights under these Terms and Conditions, in whole or in part, without your consent to a third party. Notwithstanding anything to the contrary in this section, this document shall be binding on each of the parties and their successors and assigns.
    3. Relationship: Each party is an independent contractor in the performance of each and every part of these Terms and Conditions. Nothing in these Terms and Conditions is intended to create or shall be construed as creating an employer-employee relationship or a partnership, agency, joint venture or franchise. Each party shall be solely responsible for all of its respective employees and agents and their respective labor costs and expenses arising in connection with their respective employees and agents. Each party shall also be solely responsible for all claims, liabilities, damages or debts of any kind that may arise out of each of its respective activities, or those of its respective employees and agents, in the performance of this Agreement. Neither party is authorized to bind the other in any way and shall not attempt or imply that it is entitled to do so.
    4. Severability: Except as described in Section 38 (Dispute Resolution), if any provision of these Terms and Conditions is held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision shall be limited or eliminated to the minimum extent necessary to make it enforceable and, in any event, the remainder of these Terms and Conditions shall continue in full force and effect.
    5. Notices: Any notice required or permitted under these Terms and Conditions to us shall be given in writing to us at the following address by personal delivery, certified mail, return receipt requested, overnight delivery by a nationally recognized carrier or by email:KEYBE INC 19148 N HIBISCUS ST, WESTON, FL 33332 +1 (240) 406-6789 [email protected]Any notices required or permitted under these Terms to you will be sent by email to the email address you designate in your account or provided through your account portal.
    6. Force Majeure: No failure, delay or default in the performance of any obligation of a party shall constitute an event of default or breach of these Terms and Conditions to the extent that such failure, delay or default arises from any cause, existing or future, beyond the control and without negligence of such party, including action or inaction of governmental, civil or military authority, fire, strike, lockout or other labor dispute, flood, act of terrorism, war, riot, theft, earthquake or other natural disaster. The party affected by such cause shall take all reasonable steps to minimize the consequences thereof.
    7. Government Terms: We provide the Services, including any related software and technology, for federal government end use only in accordance with these Terms and Conditions. If the User (or any End User) is an agency, department or other entity of any government, the use, duplication, reproduction, release, modification, disclosure or transfer of the Services, or any related documentation of any kind, including technical data, software and manuals, is restricted by these Terms and Conditions. Any other use is prohibited and no rights are conferred other than as provided herein. The Services have been developed entirely at our own expense.
    8. Applicable Law and Venue: The applicability and interpretation of Section 38 (Dispute Resolution) shall be determined by the Federal Arbitration Act (including its procedural provisions). Other than Section 38 (Dispute Resolution), these Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Delaware, United States of America, without regard to conflicts of laws and principles that would cause the laws of another jurisdiction to apply. These Terms and Conditions shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods. Except as provided in Section 38 (Dispute Resolution), any legal suit, action or proceeding arising out of or relating to these Terms or the Services shall be brought in the state or federal courts of Delaware, and each party consents to the personal jurisdiction of those courts.
    9. Entire Agreement: Except as provided in these Terms and Conditions and any attachments or exhibits, applicable order form(s) or other terms incorporated by reference into these Terms and Conditions, these Terms and Conditions supersede and replace all prior and contemporaneous proposals, statements, sales materials, presentations or agreements, whether oral or written. No oral or written information or advice given by us, our agents or our employees shall create a warranty or in any way increase the scope of any warranties or obligations under these Terms and Conditions. Any terms or conditions appearing on your seller registration form or registration portal or in any purchase order document or similar document provided by you shall be construed solely as evidence of your internal business processes, and the terms and conditions contained therein shall be void and of no effect with respect to these Terms and Conditions as between the parties and shall not be binding on us, even if signed by us after the date of acceptance of these Terms and Conditions.
    10. Jurisdiction: This Agreement shall be treated as though executed and performed in Dover, Delaware and shall be governed by and construed in accordance with the laws of the State of Delaware (without regard to conflict of laws principles).
    11. Language: The language of this agreement shall be interpreted in its proper sense and not strictly for or against either party.
    12. Transfer: This Agreement and all agreements incorporated herein, as well as your information, may be automatically assigned by us, at our sole discretion, to a third party in the event of an acquisition, sale or merger.
    13. If inconsistencies or conflicts arise: If any conflict or inconsistency arises between the provisions of this Agreement and any previously written and signed agreement, the provisions of the previously written and signed agreement shall prevail over this Agreement.
    14. No Waiver: Failure to enforce any provision hereof shall not be deemed a waiver of such provision or the right to enforce such provision.
    15. Termination: Upon expiration or termination of the Terms and Conditions, our rights hereunder shall survive, as shall the User's obligations and responsibilities including, but not limited to, obligations of confidentiality, non- disclosure, patent compliance and intellectual property.
    16. Bonus: If you are reading this, you can claim at [email protected] a bonus of USD $42 that will be charged to your account balance as a courtesy.
  38. Dispute resolution
    1. Before filing a formal legal case, first try contacting our Customer Service. Most disputes can be resolved that way.
    2. If a dispute, claim or controversy relating to these Terms and Conditions or Services (collectively, "Disputes") cannot be resolved through our Customer Care team, the principal representatives of each party will enter into good faith negotiations with the principal representatives of the other party to amicably resolve a Dispute (except in the case of Disputes set forth in Section 38.4 (Exceptions to Agreement to Arbitrate), which may be litigated in court). If the Parties fail to resolve a Dispute within thirty (30) days after the first request to enter into good faith negotiations or within such other time period as the Parties may agree in writing, the Parties may initiate binding arbitration in accordance with Section 38.3 (Details of Arbitration Proceeding).Except as expressly provided below in Section 38.4, you and Keybe agree that any dispute, claim, or controversy in any way arising out of or relating to (i) these Terms and prior versions of these Terms, or the existence, breach, termination, enforcement, interpretation, scope, waiver, or validity thereof; (ii) your access to or use of the Services at any time; (iii) incidents or accidents resulting in personal injury to you or anyone else that you allege occurred in connection with your use of the Services (including, but not limited to, your use of the Keybe App), regardless whether the dispute, claim, or controversy occurred or accrued before or after the date you agreed to these Terms, and regardless whether you allege that the personal injury was experienced by you or anyone else; and (iv) your relationship with Keybe, will be settled by binding individual arbitration between you and Keybe, and not in a court of law. This Arbitration Agreement survives after your relationship with Keybe ends.If either party has a Dispute as to whether this Section may apply or applies to a Dispute between the Parties, each party agrees that the arbitrator will decide that as well. Pursuant to this Section, you understand that you are giving up the right to have a judge and/or jury resolve any Dispute arising out of or relating to these Terms or the Services.
    3. Arbitration Procedure Details: Except for disputes set forth in Section 38.4 (Exceptions to Agreement to Arbitrate), disputes that have not been resolved between the parties will be submitted to binding arbitration, which will be conducted by the American Arbitration Association (AAA). You can review the AAA's rules and procedures on their website at https://www.adr.org or you may call them at 1-800-778-7879. The arbitration will be governed by the then- current version of the AAA's Commercial Arbitration Rules ("Rules") and will be conducted by a single arbitrator appointed in accordance with the Rules. To the extent anything described in this Section conflicts with the Rules, the language of this Section shall apply. Each party shall be entitled to obtain a copy of relevant non-privileged documents in the possession or control of the other party and to take a reasonable number of depositions. All such information shall be in accordance with procedures approved by the arbitrator. This section in no way alters the statute of limitations that would apply to disputes raised by either party. The arbitrator's award shall be based on the evidence admitted and the substantive law of the State of Delaware and the United States of America, as applicable, and shall contain an award for each issue in dispute. The award shall provide written findings of fact and legal reasoning for such award. The arbitrator shall have no right to modify this Agreement except as provided in the Federal Arbitration Act, the award shall be final and binding on the parties. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Any arbitration proceeding shall take place in Dover, Delaware.
    4. Exceptions to the arbitration agreement: Each party agrees that it will go to court to resolve disputes relating to:(a) the intellectual property of either party (e.g., trademarks, trade dress, domain names, trade secrets, copyrights or patents)(b) your or an End User's breach of our Acceptable Use Policy.
    5. In addition, either party may file a dispute in small claims court, either in Delaware, or in the county in which you live, or in such other place as the parties may agree, if it is eligible to be filed in that court. In addition, if a party files a dispute in court that should be arbitrated or a party refuses to arbitrate a dispute that should be arbitrated, the other party may petition a court to compel the parties to arbitration to resolve that dispute (i.e., compel arbitration). Either party may also request a court to stop a court proceeding while an arbitration proceeding is in progress.
    6. Class Action Waiver: Any and all disputes, claims, or controversies between the parties shall be resolved only in individual arbitration. The parties expressly waive the right to have any dispute, claim, or controversy brought, heard, administered, resolved, or arbitrated as a class, collective, coordinated, consolidated, and/or representative action, and neither an arbitrator nor an arbitration provider shall have any authority to hear, arbitrate, or administer any class, collective, coordinated, consolidated, and/or representative action, or to award relief to anyone but the individual in arbitration. The parties also expressly waive the right to seek, recover, or obtain any non-individual relief. Notwithstanding anything else in this agreement, this Class Action Waiver does not prevent you or Keybe from participating in a classwide, collective, and/or representative settlement of claims.The Parties further agree that if for any reason a claim does not proceed in arbitration, this Class Action Waiver shall remain in effect, and a court may not preside over any action joining, coordinating, or consolidating the claims of multiple individuals against Keybe in a single proceeding, except that this Class Action Waiver shall not prevent you or Keybe from participating in a classwide, collective, and/or representative settlement of claims. If there is a final judicial determination that any portion of this Class Action Waiver is unenforceable or unlawful for any reason, (i) any class, collective, coordinated, consolidated, and/or representative claims subject to the unenforceable or unlawful portion(s) shall proceed in a court of competent jurisdiction; (ii) the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration; (iii) the unenforceable or unlawful portion(s) shall be severed from this Arbitration Agreement; and (iv) severance of the unenforceable or unlawful portion(s) shall have no impact whatsoever on the enforceability, applicability, or validity of the Arbitration Agreement or the arbitrability of any remaining claims asserted by you or Keybe.
  39. EMPATHY Our relationships are based on empathy and we will always try to put ourselves in the shoes of the people who use our services. If you would like to send us recommendations on how we can improve our relationship, please write to us at [email protected].
  40. SUSPENSION AND AUTO-RECHARGE POLICY
    1. Auto-Recharge: Upon the depletion of your account balance to zero (0), an automatic recharge of $20 USD will be activated, which will be deducted from your registered credit card. This auto-recharge clause will come into effect once we implement this functionality in our services.
    2. Service Lock: In the event that the auto-recharge is not successfully completed, Keybe's services, including but not limited to FLOWS, SMART CHAT, and OUTBOUND modules, will be suspended. During this lockout period, any consumption of plans or incoming chats will not be waived. You will be notified continually during the suspension period about the status of your account.
    3. Grace Period: Following the service lock, you will be provided with a grace period of 5 business days to manually recharge your account. During this time, constant messages will be sent, warning you about the possible permanent lockout of your account.
    4. Service Disconnection: If a manual recharge is not performed during the grace period, or if the auto-recharge continuously fails, your brand will be completely disconnected from Keybe. Reactivation of service after this disconnection will require the payment of a reconnection fee of USD $49.95.
    We recommend maintaining a sufficient balance in your account and ensuring that the credit card associated with your account is in good standing to avoid service interruptions.

SERVICE LEVEL AGREEMENT (SLA)

We guarantee our work and repair the errors detected in the fastest and most stable way possible. We have a specialized team ready to respond and will be available to advise on the best practices for using the Keybe platform.

Notwithstanding any provision in this Agreement, a service unavailability will not be deemed to have occurred if the downtime:

  1. Is caused by factors beyond Keybe’s reasonable control, including, without limitation, problems or issues related to our telecommunications and cloud service providers, Internet access or related problems that occur beyond the point of the network where Keybe maintains access and control of the Services;
  2. Is the result of any action or inactivity of the Client or any third party (except Keybe’s agents and subcontractors);
  3. Is the result of the Client’s Applications, Client’s equipment, software or other technology, supplementary services, or third-party equipment, software or other technology (with the exception of equipment within the direct control of Keybe ); 
  4. Occurs during Keybe’s scheduled maintenance for which Keybe will provide notice at least twenty-four (24) hours in advance;
  5. Occurs during Keybe’s emergency maintenance (maintenance that is necessary for the purpose of maintaining the integrity or operation of the Services), regardless of the notification provided by Keybe; or
  6. The results of any alpha, beta, developer preview, development benchmark environments, import descriptions, similar or not, otherwise generally available Keybe features or products; or
  7. Periods of monthly unavailable time that are less than five (5) minutes of continuous unavailability in duration (collectively, the “Monthly Excluded Times”).

Specific Exclusions from the SLA

For the purposes of this Service Level Agreement, it is expressly stated that WhatsApp lines and the personal lines of the sales team are neither subject to nor included within the obligations and guarantees provided by Keybe in this SLA. Users should not expect or demand the same level of service, response, or availability on these channels compared to the channels officially listed in this agreement.

This Agreement guarantees:

 

99,7%

AVAILABILITY OF THE SERVICE WITH GOOGLE CLOUD

 

100%

BACKUP AND SAFETY OF THE INFORMATION

EMERGENCY ASSISTANCE 24/7/365

It is considered an EMERGENCY when the service is not available in more than 3 IP addresses for more than 5 minutes.
IMPORTANT: If you activate this EMERGENCY channel more than two (2) times without it being a REAL EMERGENCY, the value of USD $80 per hour or fraction of service support will be charged.
Support channel 1https://keybe.us/ (Assistance Chat)
Support channel 2WhatsApp Business: +1 (347) 458-3147
Attention Time15 seconds to 30 minutes
Solution Time15 minutes to 3 hours

INCIDENT ASSISTANCE 8/5

Based on an AGILE philosophy and SCRUM methodology, we call incidents the service requirements, improvements, requests or error reports.
Availability

Monday to Friday 7:00 a.m. to 6:00 p.m. (GMT -5)

Saturday 7:00 a.m. to 1:00 p.m. (GMT -5)

Holidays 8:00 a.m. to 4:00 p.m. (GMT -5)

Support channel 1https://keybe.us/ (Assistance Chat)
Support channel 2WhatsApp Business: +1 (347) 458-3147
Attention time15 seconds to 2 hours
Solution time

Low Complexity 2 to 48 business hours

Medium Complexity 48 to 72 business hours

High Complexity 72 hours to 1 week (If feasible)

With respect to any failure of Keybe to meet the monthly activity uptime percentage threshold or successful connection rate, as the case may be, this addendum sets forth Keybe’s sole and complete liability to the customer and the customer’s sole recourse.

 

PRIVACY AGREEMENT

1. Introduction

Keybe is committed to protecting the privacy of the people who visit the Company’s websites (“Visitor(s)”, “You,” and the derived adjective “Your”), the people who register to use the Service as defined below (“Clients”), and the people who register who attend the Company’s corporate events (“Attendees”). This Privacy Statement describes Keybe’s privacy practices with respect to its websites and related services and applications offered by Keybe (collectively, the “Service”).

If you have questions or complaints regarding Keybe’s Privacy Statement or Practices, please contact us at [email protected].

2. Covered websites

Keybe has established this Privacy Statement to help you understand how Keybe collects and uses personally identifiable information. This Privacy Statement covers the information practices of websites that link to this Privacy Agreement, including but not limited to  https://keybe.us.

Keybe’s websites may contain links to other websites. Keybe is not responsible for the information practices or the content of such websites. The Company encourages you to review the privacy statements of other websites to understand their information practices.

3. Information collected by Keybe

Keybe collects information from visitors. This information is collected in accordance with this Privacy Statement, from sources including, but not limited to, content syndication, website registration forms, webinar, and conference registration forms.

Personal information you provide to us. Keybe collects information from visitors to Keybe’s websites and customers of the service. Keybe receives and stores any information entered when you express interest in obtaining more information about the Service or register to use the Service.

“Personal Information" is described below:

Contact Information: email addresses, phone numbers, physical, numeric, or metaverse addresses.
Demographic Information
Personality Data
Preference Data
Security Data
Health Data
Financial Data
Third-party data
Public Web Data
Transactions
Photographs
Videos
Audios
Contact lists

Personal information is collected automatically. By agreeing to the "Privacy Agreement" through the "Covered websites", an "Individual" as a visitor, agrees that Keybe may collect, store, manage, enhance and use their "Personal Information" for marketing, legal and financial purposes. Keybe may also automatically collect information using commonly used information collection tools such as cookies and web beacons.

Keybe has policies and principles of "good behavior". Our culture and purpose always put the "Individual" first, with integrity, safety and security.

4. Other third-party tracking

Keybe contracts with third parties, who use web beacons, images, and scripts, to help better manage the content on Keybe’s websites. Keybe does not provide personal information to third parties, but may link information collected from third-party tracking to personal information of visitors for marketing purposes.

5. Cookies:

Keybe uses cookies to make interactions with websites easy and meaningful. When a visitor interacts with the websites, Keybe’s servers send a cookie to the visitor’s computer. Standing, cookies do not personally identify the visitor, but simply recognize the visitor’s web browser. Unless the visitor chooses to identify themselves with Keybe, either by responding to a promotional offer, opening an account, or completing a web form, Keybe has no way of associating this cookie information with the visitor’s personal information.

For websites, Keybe uses session-based cookies. Session cookies exist only during a session. They disappear from the Vis

Most browsers have an option to disable cookies, which will prevent the browser from accepting new cookies, as well as (depending on the sophistication of the browser software) allowing the visitor to decide on the acceptance of each new cookie in various ways.

Keybe’s websites connect visitors to third-party services, with whom Keybe partners to provide relevant content. The use of cookies by Keybe partners is not covered by the Keybe Privacy Statement. Keybe does not have access or control over these cookies. Keybe’s partners use session ID cookies to manage a Client’s connection to the partner’s service.

6. DATA CONTROLLER:

Company Name: KEYBE AI CORP

55 RIVERWALK PLACE INT 749

WEST NEW YORK NJ 07093-0709

Email: [email protected]

Website:  https://keybe.us

7. OBJECTIVE AND SCOPE:

At Keybe we recognize the importance of the security, privacy, and confidentiality of the personal information of our clients, workers, suppliers, and the people who use our identity services, who provide us with information through various enabled channels (including websites, applications, API’s, physical documents, among others) and we are committed to the protection and adequate treatment of them, in accordance with the legal regime for the protection of personal data applicable to each country where we operate.

For KEYBE it is necessary to collect certain personal data to carry out the activities intrinsic to its commercial line of business. KEYBE has a legal and social obligation to implement adequate security measures to protect the personal data it has collected for the purposes specified in this Privacy and Personal Data Protection Agreement (“Policy”).

Therefore, the objective of this Policy is to communicate to our clients, workers, suppliers, users of the Website and, in general, to the owners of personal information (data subjects), the type of data, the purposes of the Treatment to make possible the provision of our service, the protection and rights that assist you as the data subject of the information and the procedures to exercise them.

In general, all the information and data that you provide us, or that we otherwise collect in the context, by any means or by reason of the ordinary course of your commercial activities, will be used by KEYBE in accordance with the Regulation (UE) 2016/679 (“GDPR”) and Law 1581 of 2012. The foregoing means that any form of processing of your personal data carried out by KEYBE will uphold the principles of legality, equity, transparency, purpose limitation, storage limitation, data minimization, accuracy, integrity and confidentiality.

8. DEFINITIONS AND CONCEPTS:

For the interpretation of this Policy, we ask you to take into account the following definitions:

  • Authorization: prior, express and informed consent of the Data Subject to carry out the processing of personal data.
  • Database: organized set of personal data that is subject to Treatment.
  • Consent: it is a manifestation of the informed, free, and unequivocal will, through which the data subject of the personal data accepts that a third party uses their information.
  • Queries: the Data Subjects or their successors in title may consult the Data Subject’s personal information that resides in any database, be it the public or private sector. The Data Controller or Data Processor must provide them with all the information contained in the individual record or that is linked to the identification of the Data Subject.
  • Personal Data: refers to any information associated with an identified or identifiable natural person, relative to their identity, as well as their existence and occupations.
  • Public Data: it is the data classified as such by the Constitution or the Law and all that is not semi-private or private, in accordance with this law. The data contained in public documents, gazettes and judicial bulletins, duly executed judicial decisions that are not subject to reserve, and those related to the civil status of people are public, among others.
  • Semi-private data: The data that is not intimate, reserved, or public in nature, and which knowledge or disclosure may interest not only the data subject but also a certain sector or group of people or society in general is semi-private, such as financial and credit data of commercial activity or services.
  • Private Data: It is the data that due to its intimate or reserved nature is only relevant to the data subject.
  • Sensitive Data: For the purposes of this policy, sensitive data is understood to be anything that affects the privacy of the Data Subject or whose improper use may generate discrimination, such as those that reveal racial or ethnic origin, political orientation, religious or philosophical convictions, membership in trade unions, social or human rights organizations or that promote the interests of any political party or that guarantees the rights and warranties of opposition political parties as well as data related to health, sexual life, biometric data, passwords and financial data.
  • Data Processor: Natural or legal person, public or private, that by themselves or in association with others, carries out the Treatment of personal data on behalf of the Data Controller.
  • Habeas Data: It is the right that every owner of information (data subject) has to know, update, rectify or oppose the information concerning their personal data
  • Data Processing Policy, or Policy: refers to this document as the personal data processing policy applied by the Company in accordance with the guidelines of current legislation on the matter.
  • Provider: any natural or legal person that provides a service to the Company by virtue of a contractual or mandatory relationship.
  • Claim: the Data Subject or his successors in title who consider that the information contained in a database should be subject to correction, updating or deletion, or when they notice the alleged breach of any of the duties contained in this law, they may file a claim before the Data Controller or the Data Processor.
  • Data Controller: natural or legal person, public or private, that by itself or in association with others, decides on the database and/or the processing of personal data.
  • Treatment: any physical or automated operation or procedures that allow to capture, record, reproduce, conserve, organize, modify, and/or transmit personal data.
  • Data Subject: is the natural person whose personal data is being processed by a third party, be it a client, supplier, employee, or any third party who, due to a legal or commercial relationship, provides personal data to the Company.
  • Transmission: refers to the communication of personal data by the Responsible Party to the Manager, located within or outside the national territory, so that the Manager, on behalf of the Responsible Party, treats personal data.
  • reatment: Any operation or set of operations on personal data, such as the collection, storage, use, circulation or deletion.

To understand the terms that are not included in the previous list, you must refer to current legislation, especially Law 1581 of 2012 and chapters 25 and 26 of Decree 1074 of 2015 and Regulation (EU) 2016 / 679 (“GDPR”), giving the meaning used in said standards to the terms whose definition there is doubt.

9. PRINCIPLES APPLICABLE TO THE PROCESSING OF PERSONAL DATA

At KEYBE we are committed to complying with the principles that govern the processing of personal data of our stakeholders and, in general, of any natural person whose personal data is in our databases and/or files, guaranteeing the application of the general principles for the treatment of this type of data, which are indicated below:

  • Principle of Legality. The processing of personal data is a regulated activity and must obey a legitimate purpose, for which KEYBE will compulsorily comply with the provisions of Law 1581 and the other provisions that develop it.
  • Principle of Purpose. KEYBE will treat personal data always obeying a legitimate purpose which will be previously informed to the data subject.
  • Principle of Freedom. KEYBE will only process personal data when it has the prior, express and informed consent of the data subject. The Data Subject may, in any case, refuse the processing of their sensitive data.
  • Principle of Veracity or Quality. The personal data processed by KEYBE must be truthful, complete, exact, updated, verifiable and understandable
  • Principle of Transparency. KEYBE, will guarantee the owner of the personal data (data subject), at any time and without restrictions, to obtain information about the existence of data that concerns them.
  • Principle of Access and Restricted Circulation. KEYBE, undertakes that the processing of personal data will be carried out by entities authorized by the data subject and/or by the persons provided for in Law 1581 of 2012. Personal data may not be available on the internet or other means of disclosure or massive communication, unless the access is technically controllable to provide restricted knowledge only to the data subjects or authorized third parties.
  • Principle of Security. The information subject to treatment by KEYBE, will be handled with the technical, human and administrative measures necessary to grant security to the records, avoiding their adulteration, loss, consultation, use or unauthorized or fraudulent access.
  • Principle of Confidentiality. KEYBE, undertakes that the people who intervene in the processing of personal data that are not public in nature will be obliged to guarantee the reserving of the information, even after the end of their relationship with any of the tasks that comprise the treatment, being able to only supply or communicate personal data when this corresponds to the development of authorized activities.
  • Principle of Demonstrated Responsibility (Accountability). One that is based on the approach of recognition and commitment of organizations in order to increase the standards of protection to ensure and guarantee people an adequate treatment of their personal data. This principle entails an obligation for KEYBE to be accountable for its activities regarding the protection of personal data, accept responsibility for them and disclose the results in a transparent manner.

10.DUTIES OF KEYBE AS PEROSNAL DATA CONTROLLER

KEYBE as Data Controller will fulfill the following duties, without prejudice to the other provisions provided in the law and in others that govern its commercial activity:

  • Guarantee the Data Subject, at all times, the full and effective exercise of the right to habeas data;
  • Request and keep, under the conditions provided by law, a copy of the respective authorization granted by the Data Subject;
  • Properly inform the Data Subject about the purpose of the collection and the rights that assist him by virtue of the authorization granted;
  • Keep the information under the security conditions necessary to prevent its adulteration, loss, consultation, use or unauthorized or fraudulent access;
  • Guarantee that the information provided to the Data Processor is true, complete, exact, updated, verifiable and understandable;
  • Update the information, communicating in a timely manner to the Data Processor, all the updates regarding the data that you have previously provided and adopt the other necessary measures so that the information provided to them is kept up-to-date;
  • Rectify the information when it is incorrect and communicate the pertinent to the Data Processor;
  • Provide the Data Processor, as the case may be, only data whose Treatment is previously authorized in accordance with the provisions of the law;
  • Require the Data Processor, at all times, to respect the security and privacy conditions of the Data Subject’s information;
  • Process the queries and claims formulated in the terms indicated in the present law;
  • Adopt an internal manual of policies and procedures to guarantee adequate compliance with the law and, especially, for the attention of queries and complaints;
  • Inform the Data Processor when certain information is under discussion by the Data Subject, once the claim has been submitted and the respective procedure has not been completed;
  • Inform at the request of the Data Subject about the use given to their data;
  • Inform the data protection authority when there are violations of the security codes and there are risks in the administration of the information of the Data Subjects.
  • Comply with the instructions and requirements issued by the Superintendency of Industry and Commerce.

11.  TEMPORARY LIMITATIONS TO THE PROCESSING OF PERSONAL DATA

KEYBE will only collect, store, use or circulate personal data for as long as is reasonable and necessary, in accordance with the purposes that justified the treatment, taking into account the provisions applicable to the matter in question and the administrative, accounting, fiscal, legal and historical information. Once the purpose or purposes of the treatment have been fulfilled and, without prejudice to legal regulations that provide otherwise, it will proceed to delete the personal data in its possession. However, KEYBE may keep your personal data when required to comply with a legal or contractual obligation.

Notwithstanding the foregoing, you as the Data Subject may, at any time, revoke the consent you have given for the processing of your personal data, unless legally or contractually KEYBE must process said information, by sending a communication and/or written request, through the contact channels contemplated in this Policy, providing a copy of your identification document or any other document that, in the opinion of KEYBE, allows you to prove your identity.

12. PURPOSES OF THE TREATMENT

KEYBE recognizes that the owner of personal data (Data Subject) has the right to have a reasonable expectation of their privacy, taking into account, in any case, their responsibilities, rights and obligations with KEYBE. By virtue of the relationship established between you and KEYBE, we inform you that your personal data will be treated with full respect for the principles defined in the applicable law and that the collection, use, circulation, transmission, transfer and, in general, any form of treatment on them, will be done in accordance with the following purposes that will be previously informed, corresponding, in any case, to the development of its corporate purpose and the ordinary course of its activities.

13. General Purposes:

The purposes described below will be applicable to all Data Subjects who have previously, in an express and informed way, authorized the processing of their personal data:

  • Confirm, comply with and provide the services and/or products purchased, directly and/or with the participation of third party providers of products or services.
  • Inform about substantial changes in the Policy adopted by KEYBE.
  • Establish and manage the relationship, may it be pre-contractual and contractual, commercial, labor, civil, and of any other nature that arises by virtue of the fulfillment of a legal or contractual obligation in responsibility of KEYBE.
  • Respond to requests, queries, claims and/or complaints made by the holders of personal information (Data Subjects) through any of the channels enabled by KEYBE for this purpose.
  • Transfer or transmit your personal data to entities and/or judicial and/or administrative authorities, when these are required in relation to their purpose, and necessary for the fulfillment of their legal or contractual functions.

14. Shareholders:

The treatment of the personal data of KEYBE shareholders will be carried out in accordance with the provisions of the Commercial Code, and with any other rule that regulates this matter. The purposes applicable to the shareholders’ personal data are the following:

  • Allow the exercise of the rights and duties derived from the function of shareholders.
  • Make the payment of dividends.
  • Collect, register and update your personal data in order to inform, communicate, organize, control, attend and accredit the activities in relation to their function of shareholders.
  • Comply with judicial, administrative and legal decisions related to their function of shareholders.

15. Candidates for a Vacancy:

KEYBE will use the personal data of the candidates for a vacancy in accordance with the purposes listed below:

  • Establish and manage the recruitment, selection and hiring process.
  • Carry out selection, competencies and skills tests, home visits, psychosocial evaluations, and all other evaluations that are deemed convenient in order to identify the relevance of the candidate’s hiring.
  • Store the personal data in a physical and/or digital file or folder that will be identified with the CANDIDATE’s name; the folder or file, may be accessed by KEYBE management or by whoever has been delegated for this purpose.
  • KEYBE will keep the information that resides in the file or folder of the candidate for a vacancy for an indefinite period of time to meet the requirements of administrative authorities, and audit requirements.

16.  Employees:

KEYBE will use the personal data of its employees in accordance with the purposes listed below:

  • Incorporate the personal data in the employment contract, and make modifications and additions to said contract, as well as in the other documents that are necessary to manage the employment relationship and obligations derived from it that are in care of KEYBE as Data Controller of their personal information.
  • Carry out performance, competencies and skills tests, home visits, psychosocial evaluations and others that are deemed appropriate in order to identify the relevance of the person’s employment relationship.
  • Develop proper management of the employment relationship that links the owner of the personal data (Data Subject) with KEYBE.
  • To have the personal data of the collaborators to incorporate them appropriately in the active and historical labor files of KEYBE and keep them updated.
  • Send internal communications related or not to your employment relationship.
  • Manage personal data so that KEYBE, as an employer, correctly fulfills its obligations. For example: carry out the affiliations to which the worker is entitled by law before the Comprehensive Social Security System, family compensation funds and other matters related to social benefits, contributions, withholdings, taxes, labor disputes, as well as in the case of contributions or payments to other entities where the collaborator had previously authorized the processing of their data.
  • Manage the personal data of the data subject and those of his family nucleus to carry out affiliation procedures with health promoting entities, family compensation funds, labor risk administrators, and others necessary for KEYBE to fulfill its duty as an employer.
  • Respond to requests from the worker regarding the issuance of certificates, records and other documents requested from KEYBE in cause of the employment relationship.
  • Promote the participation in programs developed by KEYBE aimed at well-being and a good work environment.
  • Manage the personal data to guarantee a correct assignment of work tools (including IT tools such as email, computers, mobile devices, access to databases, etc.)
  • Manage the personal data to ensure proper execution of the provisions of the Internal Work Regulations, including disciplinary processes and pertinent investigations.
  • Monitor and use the images captured through video surveillance systems in order to control and evaluate the development and performance of work activities in the workplace.
  • Manage the personal data to make the correct payroll payment, including making discounts for payments to third parties that the employee has previously authorized and making reports related to this process.

17. Suppliers and/or Contractors:

KEYBE will use the personal data of the suppliers and/or contractors in accordance with the purposes listed below:

  • Develop proper management of the contractual relationship
  • Collect, register and update the personal data in order to inform, communicate, organize, control, attend, and/or accredit the activities in relation to your status as provider and/or third party related to KEYBE and other associated procedures in charge of the Data Controller.
  •  Manage the data to carry out the different payment processes, invoices and collection accounts presented to KEYBE, and collection management that are in their control.
  • Evaluate the services offered or provided by the supplier and/or contractor.
  • Comply with any other legal obligation that is in control of KEYBE.
  • Analyze financial, technical and other aspects that allow KEYBE to identify the supplier’s compliance capacity.
  • Fulfill the obligations derived from the commercial relationship established with the supplier or contractor.
  • Provide assistance and/or information of general and/or commercial interest to the supplier or contractor.
  • Develop and apply processes of selection, evaluation, and preparation of responses to a request for information, and prepare requests for quotation and proposal and/or award of contracts.
  • Evaluate the quality of the products and services offered or provided to KEYBE.
  • Use, in the event that it is necessary, the personal data of the supplier’s collaborator in order to establish access controls to the logical or physical infrastructure of KEYBE.
  • Manage personal data to make payments to suppliers, including the administration of bank account numbers for the correct management of payments.
  • Send or provide information to the competent authorities, when so requested, or in the course of contractual disputes.
  • Transfer information to administrative authorities that, due to their functions, require it in order to comply with the legal obligations in our charge.
  • KEYBE understands that your personal data and that of third parties that the supplier or contractor provides, such as workers authorized to carry out the management or service entrusted, references and commercial certifications, have the authorization of the data subjects to be delivered and processed in accordance with the purposes contemplated in this Policy.

18. Clients and Commercial Prospects:

KEYBE will use, directly or with the participation of third-party providers of products or services, the personal data of customers and commercial prospects in accordance with the purposes listed below:

  • Evaluate them as a potential KEYBE customer.
  • Register them as a KEYBE customer.
  • Verify that the information provided is true.
  • Show that their assets do not come from illegal activities.
  •  Consult and report their information in risk and credit information centers.
  • Provide information about the brands and products that we sell, as well as about the promotional activities that we carry out, all within the terms authorized by the respective legislation.
  • Provide services in accordance with the needs of the Data Subject.
  • Collect, register, and update the personal data in order to inform, communicate, organize, control, attend to, and/or accredit activities in relation to their status as a customer or business prospect.
  • Respond to requests or requirements for information about our services.
  • Send to physical or electronic mail, cell phone or mobile device, via text messages (SMS and/or MMS) or via WhatsApp or Facebook Messenger, or through any other analog and/or digital means of communication created or to be created, commercial information, advertising or promotional products and/or services, events and/or promotions of a commercial nature, in order to promote, invite, direct, execute, inform and, in general, carry out campaigns, promotions or contests of a commercial or advertising nature, carried out directly by KEYBE and/or by third parties.
  • Develop loyalty programs.
  • Carry out credit, collection and credit risk studies.
  • Verification of data through consultations in public databases or risk centers.
  • Evaluate the quality of our products or services and carry out satisfaction surveys.
  • Prepare and carry out market studies and statistical analysis of trends, consumption habits, and consumer behavior.
  • Keep accounting, financial and statistical records.
  • Carry out statistical analysis of trends, consumption habits and consumer behavior.
  • Share the information with third parties and/or allied managers for the fulfillment of the purposes described above.
  • Other purposes determined by KEYBE in the information collection processes for its treatment and which are communicated to the Data Subjects at the time of personal data collection.

19. SPECIAL REQUIREMENTS FOR THE TREATMENT OF SENSITIVE DATA

KEYBE, in its capacity as Data Controller, will identify the sensitive data that it will eventually collect or process to meet the following objectives:

  • Implement special attention and reinforce its responsibility for the treatment of this type of data, which translates into a greater demand in terms of compliance with the principles and duties established by current regulations on data protection.
  • Establish technical, legal and administrative security levels to treat this information appropriately.
  • Increase restrictions on access and use by the staff of KEYBE, in its capacity as employer, and third-party contractors or suppliers.

20. PERSONAL DATA OF GIRLS, BOYS AND ADOLESCENTS

The processing of personal data of children and adolescents by KEYBE will be carried out always respecting the following requirements:

  • Respond to and respect the best interests of children and adolescents.
  • Ensure, on behalf of the person in charge, the respect for their fundamental rights.
  • Guarantee that the legal representative of the minor grants authorization, after exercising his right to be heard, an opinion that, as far as possible, should be valued taking into account the following factors:
  • Maturity
  • Autonomy
  • Ability to understand the purpose of said treatment
  • Explain the consequences of the treatment

IMPORTANT: The assessment of the above characteristics will not be carried out by KEYBE in a general way. Any person in charge, manager, or third party involved in the processing of the personal data of minors, must always ensure the adequate use of this type of personal data.

21. TRANSMISSION OF PERSONAL DATA TO THIRD PARTIES

If you provide us with Personal Data, this information will be used only for the purposes indicated in this Policy, and we will not proceed to sell, license, transmit or disclose it to third parties, unless, i) you expressly authorize us to do so; ii) it is necessary to enable our contractors or agents to provide the services we have entrusted to them; iii) it is necessary for the effective provision and fulfillment of the service acquired; iv) in order to provide our products or services to you; v) it is necessary to allow third parties to provide marketing services on our behalf or to other entities with which they have joint market agreements; vi) it is related to a merger, consolidation, acquisition, divestment or other restructuring process; vii) it is required to finalize administrative operations; or viii) it is required or permitted by law.

In order to implement the purposes described above, your personal data may be disclosed for the reasons indicated in this Policy to human resources personnel, managers, consultants, advisors and other persons and offices, as appropriate.

KEYBE may subcontract third parties for the processing of certain functions or information. When we effectively subcontract with third parties the processing of your personal information, or provide your personal information to third party service providers, we warn said third parties about the need to protect said personal information with appropriate security measures, we prohibit the use of your personal information for their own purposes and we prevent them from disclosing your personal information to others.

However, when KEYBE carries out a Transmission of Personal Data to third-party Managers located in Colombia or in other jurisdictions, it must prove (i) a prior, express and informed authorization by the Data Subject, or (ii) a contract for the transmission of Personal Data that contains the requirements contemplated in article 2.2.2.25.5.2 of Decree 1074 of 2015.

Similarly, KEYBE may transfer or transmit (as appropriate) your personal data to other companies abroad for reasons of security, administrative efficiency and better service, in accordance with the authorizations of each of these persons. Under this understanding, your data may be transmitted or transferred, as appropriate, for the completion of administrative operations in favor and under instructions of KEYBE or in favor of the global operation of KEYBE, Inc., its affiliates or subsidiaries.

22. PROCESSING OF PERSONAL DATA ON BEHALF OF A THIRD PARTY

KEYBE may act in certain events as in Data Processor of the data supplied or transmitted by some of its interest groups that have hired KEYBE, and by virtue of this contractual relationship, it commits to comply with the following duties:

  • Verify that the Data Controller is authorized to supply the personal data that will be processed as Data Processor.
  • Guarantee to the Data Subject, at all times, the full and effective exercise of the right to habeas data.
  • Keep the information under the security conditions necessary to prevent its adulteration, loss, consultation, use or unauthorized or fraudulent access.
  • Timely update, rectify or delete the data.
  • Update the information reported by the Data Controller within five (5) business days from receipt.
  • Process the queries and claims made by the data subjects by the terms indicated in this policy.
  • Register in the database the caption “claim in process” in the form in which it is established in this policy.
  • Insert in the database the caption “information in judicial discussion” once notified by the competent authority about judicial processes related to the quality of personal data.
  • Refrain from circulating information that is being controverted by the data subject and whose blocking has been ordered by the Superintendency of Industry and Commerce.
  • Allow access to information only to persons authorized by the data subject or empowered by law for that purpose.
  • Inform the Superintendency of Industry and Commerce when there are violations of the security codes and there are risks in the administration of the information of the data subject.
  • Comply with the instructions and requirements issued by the Superintendency of Industry and Commerce.

23. SECURITY, INTEGRITY AND CONFIDENTIALITY

In development of the security principle contemplated in Law 1581 of 2012, KEYBE has adopted and incorporated in its different processes the necessary and adequate technical, human and administrative measures to grant security to the records with personal information avoiding their adulteration, loss, consultation, unauthorized or fraudulent use or access. The personnel who process the personal data will execute the protocols established by KEYBE in order to guarantee the security of the information. The foregoing in accordance with the state of technology, the type and nature of the data found in our databases and the risks to which they are exposed.

The personal data that KEYBE obtains through any format, contract, physical or electronic communication, will be treated with total reserve and confidentiality, committing to keep due secrecy regarding them and guaranteeing the duty to store them by adopting necessary measures to avoid their alteration, loss, and unauthorized treatment or access, in accordance with the provisions of the applicable legislation.

24. RIGHTS OF PERSONAL DATA SUBJECTS

Personal Data Subjects may exercise the right to habeas data before KEYBE in order to:

  • Know and access their personal data that has been subject to treatment.
  • Update their personal data that has been subject to treatment.
  • Rectify personal data that has been subject to treatment.
  • Delete the authorization for the processing of their personal data, when the principles established in Law 1581 of 2012 have not been respected in the treatment thereof.
  • Request proof of the authorization granted for the processing of their personal data.

These rights may be exercised directly by the Personal Data Subject, his attorney or his successor in title, as the case may be. If the Data Subject wishes to exercise their right to habeas data through a legal representative, they must present a duly authenticated general or special power of attorney.

The content and details of each of the rights that you, as the personal Data Subject, can exercise are described below:

  • Right of access. Any natural person will have the right to know if their personal data has been subjected to any form of treatment by KEYBE in the terms expressed in the norm, in addition to exercising the right to know the origin of their data and if they have been transmitted or transferred or not to third parties and, therefore, the identification of those third parties.
  • Right to update. Any natural person will have the right to update the information kept by KEYBE as personal data in the terms expressed in the norm.
  • Rights of rectification. Any natural person has the right to verify before the data controller the accuracy and veracity of the personal data collected and request the rectification of it when it is inaccurate, incomplete or lead to error. The data subjects must indicate the data they request to correct and also accompany the documentation that justifies the request.
  • Request for deletion or cancellation of the data. The personal data subject must indicate the data that must be canceled or rectified, providing, if necessary, the documentation or proof that justifies it. The cancellation will lead to the blocking of your data, being kept by the data controller, with the sole purpose of making it accessible to administrative or judicial authorities, always obeying the limitation period that exists on it. Once this period has elapsed, the data controller must proceed to the definitive cancellation of the personal information of the interested or affected party, which resides in our databases or files.

Likewise, the data subject may request the deletion or cancellation of their personal data when the treatment of these by the Data Controller or Data Processor is excessive or even inappropriate. The personal data of the data subjects will be kept for the time provided for in the applicable regulations and/or, depending on the case, of the contractual relations between the data subject and the data controller.

In any case, the request to delete the information and the revocation of the authorization will not proceed when the data subject has a legal or contractual duty to remain in the database.

25. FORMS TO EXERCISE THE RIGHT OF HABEAS DATA

The Data Subjects may exercise habeas data at any time and effectively to guarantee their right of access, rectification, deletion and proof of authorization before KEYBE through any of the following contact channels enabled:

Email: you can contact us via email at  [email protected]

Website: keybe.us

The following are the legally permitted ways to exercise the right to habeas data:

  • On your own behalf: you, as the data subject of personal data that is stored in databases and/or files of KEYBE, will have the right to know, update, access, rectify, delete, and be informed about the use of your data, request proof of authorization granted, and revoke the authorization granted.
  • Through a proxy: This right can be exercised by the duly identified interested party or by the proxy of the data subject of the personal information, for which the duly authenticated special or general power of attorney must be attached to the request.
  • Exercise of the right of minors: Minors must exercise their right to habeas data through whoever proves their legal representation.

26. PROCEDURES FOR QUERIES AND COMPLAINTS

  • Query Procedure: Data Subjects who wish to make queries, should bear in mind that KEYBE, as the Data Controller, will provide said persons with all the information contained in the individual record or that is linked to the data subject’s identification. The query will be made through the channels enabled by KEYBE and will be answered within a maximum term of ten (10) business days from the date of receipt of the request. When it is not possible to attend the query within said term, the interested party will be informed, stating the reasons for the delay and indicating the date on which the query will be attended, which in no case may exceed five (5) business days following expiration of the first term, notwithstanding the provisions contained in special laws or regulations issued by the National Government that may establish lower terms, taking into account the nature of the personal data.
  • Claim Procedure: The Data Subject who considers that the information contained in a KEYBE database should be subject to correction, updating or deletion, or when they notice the alleged breach of any of the duties contained in Law 1581 of 2012, may submit a claim before the Data Controller or the Data Processor, which will be processed under the following rules:
    • The claim will be formulated by means of a request addressed to the data controller or the data processor, with the identification of the data subject, the description of the facts that give rise to the claim, and the address, accompanying the documents that you want to enforce.
    • If the claim is incomplete, the interested party will be required within five (5) days after receiving the claim to correct the faults. After two (2) months from the date of the request without the applicant submitting the required information, it will be understood that they have withdrawn the claim.
    • In the event that the person who receives the claim is not competent to resolve it, he or she will transfer it to the corresponding person within a maximum term of two (2) business days and will inform the interested party of the situation
    • Once the complete claim has been received, within a period of no more than two (2) business days, a caption that says “claim in process” and the causes that motivated it will be included in the database. Said caption must be maintained until the claim is resolved in substance.
    • The maximum term to attend the claim will be fifteen (15) business days from the day following the date of receipt. When it is not possible to attend the claim within said term, the interested party will be informed of the reasons for the delay and the date on which their claim will be addressed, which in no case may exceed eight (8) business days following the expiration of the first term.

27. MODIFICATIONS TO THIS POLICY

This policy can be adjusted or modified at any time, for which reason we recommend that you periodically review our corporate website, through which you will be notified of the change and the latest version of this Policy or the mechanisms to obtain a copy of it.

28. PERSONAL DATA PROTECTION OFFICER

KEYBE, in compliance with the principle of demonstrated responsibility, has internally designated [Daniel Agudelo] as Personal Data Protection Officer (“DPO”), who will be in charge of implementing the policies and procedures adopted by KEYBE to comply with the norm of personal data protection, as well as the implementation of good personal data management practices within the company.

The designated KEYBE DPO is internally responsible for updating and distributing the Policy, which is why any change made must be approved by them. If you, as the data subject, do not agree with the changes made to it, you can exercise your right to habeas data through the channels and in the manner established in this Policy.

At KEYBE the Data Protection Officer is [Daniel Agudelo [email protected]]

29. DATE OF ENTRY INTO EFFECT

This Policy became effective on [January 1, 2020]

30. ANNEX PRIVACY POLICY FOR DATA SUBJECTS WHO ARE IN COUNTRIES OF THE EUROPEAN UNION

For clients and users of our Website and, in general, any Personal Data Subject residing in a country of the European Union, as well as for clients who purchase KEYBE’s products or services in a country of the European Union, governs the provisions of this annex, which is applied in accordance with the Privacy and Protection of Personal Data Policy of our stakeholders and is an integral part of it.

31. METHOD OF OBTAINING YOUR PERSONAL DATA

KEYBE collects personal data from its customers and Website users each time they use our services, including when they use our Website or when they interact with us electronically or through our customer service contact channels.

32. DATA COLLECTED AND PROCESSED

KEYBE may collect information and personal data from customers and users of its Website, that may vary due to technological facilities, nature of the product or service to be supplied, among others. For that purpose, we may collect the following personal information:

  • General identification data: Name and surname of the client or user, date of birth, identification or ID number, gender, marital status, profession or trade, postal and/or electronic address (personal and/or work), nationality and/or country of residence, landlines and mobile contact numbers (personal and/or work).
  • Socio-economic content data: Personal data of the cardholder (names and surnames, type and identification number), billing address information, credit card information(s).
  • Sensitive data: biometric data, including images, photographs, videos, voices and/or sounds, and fingerprints that identify or make identifiable our clients and users and/or any individual who is or transits in any place where KEYBE has installed video surveillance camera or georeferencing equipment.
  • Other data: IP of the client, through cookies, and information about the location of your device if you have been browsing our website or using our mobile application.
  • Information on purchasing channels (including representatives or agents, call centers, websites, mobile applications)
  • Information and personal data collected through surveys, focus groups or other market research methods.
  • Information required by officials or customer service representatives, such as sales and/or customer relations representatives, in order to attend to requests or claims.
  • Certain categories of personal data, such as those related to racial origin, ethnicity, religion, health, sexual orientation or biometric data, constitute special categories of personal data that require additional protection in accordance with the data protection regulations of the European Union. Although at KEYBE we try to limit the circumstances in which we collect and process data of this nature, it is possible that we collect and process this data from customers and users in certain circumstances.

33. PURPOSES OF THE TREATMENT:

In addition to the purposes described in paragraph IX of the Privacy and Protection of Personal Data Policy, KEYBE will process your data for the following purposes:

  • Celebration and management of the contractual relationship.
  • Management of marketing activities.
  • Compliance with legal and security obligations.
  • Loyalty programs.
  • Personalized communications.
  • Personalization of content.
  • Analysis and processing of data through Artificial Intelligence.

34. TIME OF CONSERVATION OF PERSONAL DATA:

The personal data provided by clients or users will be kept as long as the commercial or contractual relationship is in force. The foregoing, notwithstanding its conservation for the years necessary to comply with legal obligations, especially in accounting, fiscal and tax matters, and may be kept for a period of up to ten (10) years. For marketing purposes, we will keep your personal data until you ask us to delete or cancel it

35.  LEGITIMATION FOR THE PROCESSING OF PERSONAL DATA:

The fundamental legal basis that allows us to process the personal data of clients and users of our Website is the execution of any contract with KEYBE, from which rights and obligations are derived for the parties to the contractual relationship.

Also, there are legal obligations in tax and fiscal matters, among others, that oblige us to process your personal data in compliance with the procedures and requirements that KEYBE must comply with before the authorities and entities of control and surveillance of any jurisdiction in which these operate.

For the provision of the services acquired, as well as in compliance with certain legal requirements, certain essential data must be collected. The client or user is obliged to provide that personal data (truthful and updated) that is required by legal requirement, and that that is necessary to sign the contract. In case of not providing it or requesting its deletion prior to the total execution of the contract, we will not be able to manage and perfect the contractual relationship, and may even communicate inaccurate data.

On some occasions, the treatment we carry out is based on our legitimate business interest, such as fraud prevention, or the distribution by email of commercial communications about products and services similar to those contracted by you; provided that they do not prevail over the interests or the rights and freedoms of the clients.

The processing of personal data for the distribution of commercial communications and, where appropriate, the treatment of special categories of data is carried out by KEYBE based on the consent given by the client or user.

Whenever we request your consent for any treatment, we will inform you about it at that time. In any case, we inform you that you have the right to withdraw your consent at any time, without the withdrawal of that consent conditioning the execution of the contract. If you are a registered user of our services, you can change your privacy preferences at any time, modifying your online profile, and accessing your private area. In addition, all commercial communications that we send you by email, SMS, PUSH or WhatsApp, will have an option to “unsubscribe” that will allow you to stop receiving electronic communications of a commercial nature. Although we do everything possible to process requests to unsubscribe from commercial communications within a period of fifteen (15) business days from when we receive the request, it is possible that you will receive some commercial communication during that period.

36. RECIPIENTS TO WHOM WE COMMUNICATE PERSONAL DATA:

The data of the clients and users may be legitimately communicated to the following third parties:

  • For the management of the contractual relationship.
  • For marketing activities, although we may share your data with data processors or with commercial partners, we inform you that KEYBE will not sell your personal data to any third party.
  • For the fulfillment of legal obligations.
  • For loyalty programs.

In the event that data is transferred outside the European Economic Area, it will be done in accordance with the GDPR (Regulation (EU) 2016/679 of the European Parliament and of the Council, of April 27, 2016, regarding the Protection of Natural Persons with regard to the Processing of Personal Data and the Free Circulation of this Data, as well as the national laws of the Member States on the matter). For transfers outside the EEA, KEYBE uses contractual data protection clauses adopted by the European Commission and the EU – US Privacy Shield as a guarantee of those transfers made to countries that do not have an adequacy decision from the European Commission.

37. RIGHTS OF PERSONAL DATA SUBJECTS:

  • You have the right to obtain confirmation on whether or not we are treating your personal data.
  • You have the right to access your personal data, as well as to request the rectification of inaccurate data or, where appropriate, request its deletion when, among other reasons, the data is no longer necessary for the purposes for which it was collected. Likewise, you will have the right to the portability of your data in the cases provided for in the regulations.
  • n certain circumstances, you may request the limitation of the processing of your data, in which case, with the exception of its conservation, we will only treat it for the formulation, exercise or defense of claims or in the other cases provided for in the applicable legislation.
  • In certain circumstances and for reasons related to your particular situation, you may object to the processing of your data. We will stop processing the data, except for compelling legitimate reasons, or for the formulation, exercise or defense of possible claims.
  • Finally, regarding those treatments that you have voluntarily consented to, you may withdraw your consent at any time; but this withdrawal may not affect the fulfillment of the legal obligations in responsibility of KEYBE.

To exercise your rights, you must send a request through the means enabled by KEYBE, attaching the document that proves your identity, the passport for validation associated with international flights, the description of your request and the means of contact:

38. Enabled media:

Email:  [email protected]

If you wish to obtain more information about your rights, if you have not obtained satisfaction in the exercise of your rights, and/or wish to file a claim, you can do so by contacting the data protection control authority of the corresponding country.

39. RIGHTS OF PERSONAL DATA SUBJECTS:

KEYBE does not carry out direct marketing to minors, nor can they be users of the products or services we offer, unless they act through, or are duly authorized by, their parents or by those who have parental authority or legal representation of the minor.

40. SPECIFIC PRIVACY POLICY FOR THE KEYBE APP

Our App collects information from users through a registration form, a chat, and the option to upload files. The collected data includes: identity, address, phone number, email address, and identification document. Users also have the option to upload any other type of personal information of their own choice through the aforementioned file.

The collected information is used to provide a more personalized service and to improve the user experience on our app. This information will not be shared with third parties without the user's prior consent, unless required by law.

Users have the right to access, correct, and delete their personal data at any time. If you wish to exercise these rights, please contact us through our email or phone number provided in our privacy policy.

The security of user information is important to us, so we take measures to protect the information from unauthorized access, alteration, disclosure, or destruction. However, we cannot guarantee absolute security of information sent through the internet.

By using our App, users accept the terms of this privacy policy. If you do not agree with these terms, please do not use our App. This privacy policy may be updated at any time, so we recommend reviewing it periodically.

41. VALIDITY

This annex is effective from the day of its publication.

ACCEPTABLE USE POLICY

This Acceptable Use Policy (“AUP”) describes the rules that apply to any party (“Customer”) that uses any product and service (“Services”) provided by Keybe, or any of its affiliates (collectively, “Keybe”), and any user of any software application or service made available by the Customer who interacts with the Services (“End User”). The examples described in this AUP are not exhaustive. The Client is responsible for compliance with this AUP by its End Users. If the Client or any End User violates this AUP, Keybe may suspend the use of the Services by the Client. This AUP may be updated by Keybe from time to time with reasonable notice, which may be provided through the customer’s account, email, or by posting an updated version of this AUP at https://keybe.us/legal/#service-agreement

The use of inappropriate content or users is not allowed. Do not use the Services to transmit or store any content or communication (commercial or otherwise) that is illegal, harmful, unwanted, inappropriate, objectionable, confirmed to be criminal misinformation, or poses a threat to the public. This prohibition includes the use of the Services by a hate group or the content or communications that come from a hate group or that are exploitative, abusive or inciting hatred.

Forbidden activities. Do not use the Services to participate in or promote any activity that is illegal, misleading, harmful, violates the rights of others, or detrimental to Keybe’s business operations or reputation, including:

  • Violations of the laws. Violation of applicable laws, regulations, or industry or guidance standards (collectively, “Applicable Laws”). This includes the violation of applicable laws that require (a) the consent that is obtained before transmitting, recording, collecting, or monitoring the data or communications or (b) the fulfillment of requests to opt out of any data or communication.
  • Interference with the services: Interfere with or negatively affect any aspect of the Services or any third-party network that is linked to the Services.
  • Falsification of identity or origin: Creating a false identity or any attempt to deceive others as to the identity of the sender or the origin of any data or communication.

Do not violate the integrity of the Services, including:

  • Bypass the limitations of the Services: Attempt to circumvent, exploit, defeat or deactivate the limitations or restrictions imposed on the Services.
  • Security vulnerabilities: Find security vulnerabilities to exploit the Services or try to circumvent any security mechanism or filtering capacity.
  • Disabling the Services: Any denial-of-service attack (DoS Attack) on the Services or any other conduct that attempts to interrupt, disable or overload the Services.
  • Harmful code or bots: Transmitting code, files, scripts, agents or programs with the intention of doing harm, including viruses or malware, or using automated means, such as bots, to access or use the Services.
  • Unauthorized Access: Attempting to gain unauthorized access to the Services.

Data Protection: The Client is responsible for determining whether the Services offer adequate safeguards for the Client’s use of the Services, including, but not limited to, any safeguards required by Applicable Laws, prior to transmitting or processing, or before allowing End Users to transmit or process any data or communication through the Services.

Violations of this AUP, including any prohibited content or communication, can be reported to [email protected]. The Client agrees to immediately report any violation of this AUP to Keybe and to provide cooperation, as requested by Keybe, to investigate and/or remedy such violation as soon as possible.

VULNERABILITY DISCLOSURE PROGRAM

Our Vulnerability Disclosure Program aims to minimize the impact that any security breach has on our tool or on users. To be eligible for the Program, the vulnerability must exist in the latest public version. You must remember that only security vulnerabilities will be scored.

Guidelines and scope limitations

Before reporting, please review the following information, including our vulnerability disclosure schedule, scope, and other guidelines. To encourage vulnerability investigation and avoid any confusion between good faith hacking and malicious attack, we ask that you:

  1. Follow this Disclosure Program, as well as any other relevant agreements
  2. Do not cause any damage, do not hinder the flow of the application or act against our Terms of Use Agreement
  3. Do not intentionally access non-public Keybe data more than is necessary to demonstrate vulnerability.
  4. Do not access, modify, destroy, save, transmit, alter, transfer, use or view data that belongs to someone other than you. If a vulnerability provides inadvertent access to data, stop testing, purge local information, and submit a report immediately.
  5.  Avoid violating the privacy of others, disrupting our systems, destroying data and/or impairing the user experience.
  6. Do not compromise the privacy or security of our customers or the operation of our services. Such activity will be treated as illegal.
  7. Maintain the confidentiality of the details of any vulnerabilities discovered, in accordance with this Disclosure Schedule. Uncoordinated public disclosure of a vulnerability may result in disqualification from this program.
  8. Comply with applicable laws and regulations.
  9. Use only designated official channels to discuss vulnerability information with us.
  10. By conducting a genuine vulnerability investigation in accordance with this Disclosure Program, we consider this investigation to be Authorized in accordance with the Computer Fraud and Abuse Act (CFAA) (and/or similar state laws), and we will not initiate or support legal action against you for good faith and accidental violations of this Disclosure Program when conducting a genuine vulnerability investigation.
  11. Exempt from the Digital Millennium Copyright Act (DMCA), and we will not bring a lawsuit against you for circumventing technology controls when conducting a genuine vulnerability investigation in accordance with this Disclosure Program.
  12. Exempt from restrictions in our Terms of Use Agreement that could interfere with conducting a genuine vulnerability security investigation, and we waive those restrictions on a limited basis for genuine vulnerability investigation conducted under this Divulgation Program.
  13. That it is legal, that it helps the general security of the Internet and that it is carried out in good faith.

We reserve the right not to act in the event of findings that do not have a real impact on the integrity and security of our data. Any investigation that violates the conditions of this Program, the Terms of Use Agreement, the documentation related to security and the GDPR, as well as the current legislation, will be treated as an act of bad faith and in an illegal manner. We are not required to provide remuneration, fees or rewards for the disclosure of a vulnerability; such action is at our sole discretion.

If at any time you are concerned or unsure whether your security investigation is consistent with this Disclosure Program, please submit a report through one of our official notification channels before proceeding further.

Scope of application

At this time, the following services and applications are in scope:

Application and web infrastructure:

Outside the scope of application

We only accept manual or semi-manual tests. All findings from automated tools or scripts will be considered out of scope. Additionally, any issues that do not have a clearly identified security impact, missing security headers, or descriptive error messages will be considered out of scope.

These items are also considered outside the scope:

  1. Attacks designed or likely to degrade, deny or negatively affect services or user experience (e.g. denial of service, distributed denial of service, brute force, password spraying, spam…).
  2. Attacks designed or capable of destroying, corrupting, making unreadable (or attempting to do so) data or information that does not belong to you..
  3. Attacks designed or capable of validating stolen credentials, credential reuse, accounting (ATO), hijacking, or other credential-based techniques.
  4. Intentionally accessing data or information that does not belong to you beyond the minimum viable access necessary to demonstrate vulnerability.
  5. Perform physical, social engineering, or electronic attacks against our staff, offices, wireless networks, or property.
  6. Security issues in third-party applications, services or dependencies that integrate with Keybe’s products or infrastructure and that do not have a demonstrable proof of concept of vulnerability (e.g. libraries, SAAS services).
  7. Security issues or vulnerabilities created or introduced by the informant (for example, modifying a library we trust to include a vulnerability for the sole purpose of receiving a reward).
  8. Attacks made on any system not explicitly mentioned as authorized and within the scope of application.
  9. Reports of lack of “best practices” or other guidelines that do not indicate a security problem.
  10.  Attacks related to email servers, email protocols, email security (e.g. SPF, DMARC, DKIM) or spam.
  11.  Lack of cookie indicators in non-sensitive cookies.
  12. Reports on insecure SSL/TLS encryption (unless accompanied by a working proof of concept).
  13. Reports on how you can find out if a certain customer can authenticate with an amoCRM product or service.
  14.  Mapping reports between code names and customer names.
  15.  Simple port or IP scan reports.
  16. Missing HTTP headers (for example, missing HSTS).
  17. Email security best practices or controls (e.g. SPF, DKIM, DMARC).
  18. Banners, fingerprints, or software or infrastructure acknowledgments with no proven vulnerability.
  19. Informes de clickjacking o autoXSS.
  20.  Reports of DNS records that are publicly resolvable or accessible to internal hosts or infrastructure.
  21. Phishing based on domains, typosquatting, punycodes, bitflips or other techniques.
  22.  Violation of any law or breach of any agreement (or any report thereof).

Report

The results must be supported by clear and precise documentation, without speculative information. All findings should have an indication of relevance and impact. Remember to provide a detailed summary of the vulnerability, including the purpose, steps, tools, and artifacts used during the discovery that will allow us to reproduce the vulnerability.

To ensure that your observations are communicated correctly, you must use only approved channels, that is, you must communicate the discovered vulnerability by email to [email protected].

DESCRIPTION OF THE SECURITY OF THE SERVICES

    1. This Security Overview is incorporated into, and forms part of the Keybe Terms of Service, as set out in terms and conditions, which the Client has accepted, or a signed master sales Agreement, or other similar written agreement between Keybe and the Client which we call: “Contract.” In this Security Description of Keybe Services, (Security Description), references to “Keybe” will collectively refer to KEYBE AI CORP., 55 RIVERWALK PLACE INT 749, WEST NEW YORK, NJ, 07093-0709, and its Affiliates. The terms “Customer” shall refer to you, the Customer and your Affiliates.
    1. Objective. Keybe is committed to maintaining the customer’s trust. The purpose of this Security Description is to describe the security program for the Keybe Services (“Services”). This Security Description describes the minimum security standards that Keybe maintains to protect Customer Data (as defined in the Agreement) from unauthorized use, access, disclosure, theft or manipulation. In addition to this Security Description, the security documentation for the Keybe API. As security threats change and evolve, Keybe continues to update its security program and strategy to help protect Customer Data. Keybe reserves the right to update this Security Description from time to time; always, however, any update will not materially reduce the general protections set forth in this Security Description. Any capitalized term not defined in this Security Description will have the meaning given in the Privacy Agreement
    1. Covered Services. This Security Description describes the architecture, administrative, technical, and physical controls, and third-party security audit certifications that are applicable to the Services. The Beta Offerings and any services provided by telecommunications providers involved in routing, providers of various services and the connection of Customer communications are not covered by this Security Description.
    1. Organization and security program. Keybe maintains a risk-based security assessment program. The framework for Keybe’s security program includes administrative, technical and physical safeguards reasonably designed to protect the confidentiality, integrity and availability of customer data. Keybe’s security program is intended to be appropriate to the nature of the Services provided, the size, and complexity of Keybe’s business operations. Keybe has a team dedicated to managing the security program. This team facilitates and supports independent third party audits and evaluations. Keybe’s security framework is based on the ISO 27001 Information Security Management System, which is currently in the certification process, and includes programs that cover: Policies and Procedures, Asset Management, Access Management, Cryptography , Physical Security, Operations Security, Communications Security, Business Continuity Security, People Security, Product Security, Cloud and Network Infrastructure Security, Security Compliance, Security of Third Parties, Vulnerability Management, as well as Security Supervision and Incident Response. Security is represented at the highest levels of the company, with Keybe’s Head of Trust and Safety meeting with the Board of Directors on an ongoing basis to discuss issues and coordinate company-wide security initiatives. Information security policies and standards are reviewed and approved by management at least once a year and are made available to all Keybe employees for consultation.
      1. Confidentiality. Keybe has controls to maintain the confidentiality of the Client Data that the Client makes available to the Services, in accordance with the Agreement. All Keybe employees and contracted personnel are bound by internal policies and by a signed contract in relation to maintaining the confidentiality of customer data and are contractually bound to these obligations. In turn, Keybe conducts independent investigations of the behaviors and procedures of Keybe’s employees and suppliers.
    1. Security of people.
        1. 1. Background verification of employees. Keybe conducts background checks on individuals who join Keybe in accordance with applicable local laws. Keybe currently verifies the individual’s education and previous employment, and also conducts referral checks. When permitted by local labor law or statutory regulations, and depending on the role or position of the prospective employee, Keybe may also carry out criminal, credit, immigration and security checks.
        2. 2. Training of employees. At least once a year, all Keybe employees must complete the security and privacy training that covers security policies, best security practices, and privacy principles. Licensed employees may have additional time to complete this annual training. Keybe’s dedicated security team also conducts phishing awareness campaigns and communicates emerging threats to employees. Keybe has also established an anonymous hotline for employees to report any unethical behavior where anonymous reporting is legally permitted.
    1. Management of third-party providers
        1. 1. Evaluation of suppliers. Keybe may use third party providers to provide Services. Keybe conducts a security risk-based assessment of prospective vendors prior to working with them to validate that prospective vendors meet security requirements. Keybe periodically reviews each provider in light of Keybe’s business continuity and security standards, including the type of access and classification of the data accessed, the controls necessary to protect the data, and legal/regulatory requirements. Keybe ensures that customer data is returned and/or deleted at the end of the relationship with the provider. To avoid doubt, telecommunications providers are not considered subcontractors of Keybe.
        2. 2. Agreements with suppliers. Keybe enters into written agreements with all its suppliers, that include confidentiality, privacy and security obligations that provide an adequate level of protection for the personal data contained in customer data that these suppliers may process. Keybe conducts ongoing research and evaluations of its providers’ practices at least once a year.
    1. Architecture and data segregation. The cloud communication platform for Keybe Services is hosted on Google Cloud Platform (“GCP”). The current location of the GCP data center infrastructure used to provide the Keybe Services is in the United States. More information about the security provided by GCP can be obtained on the security web page available at https://cloud.google.com/security. Keybe’s production environment within GCP, where customer data and customer-facing applications are located, is a logically isolated virtual private cloud (VPC).
    1. Infrastructure security design. Keybe is based on and uses the GCP security design. You can view the information at https://cloud.google.com/security/infrastructure/design
      • Google has a global scale technical infrastructure designed to provide security for the entire information processing life cycle at Google. Provided through this infrastructure is a secure implementation of services, a secure storage of data with end-user privacy protections, secure communications between services, a secure and private communication between clients on the Internet, and a secure operation by the administrators.
      • Google uses this infrastructure to compile its Internet services, including user services, such as Search, Gmail, and Photos, and business services, such as G Suite and Google Cloud.
      • Infrastructure security is designed in progressive layers that begin with the physical security of the data centers, continue with the security of the hardware and software that support the infrastructure, and end with the technical constraints and processes in place to support the operational security.
      • Google invests heavily in protecting its infrastructure, with hundreds of dedicated security and privacy engineers spread across all Google divisions, many of whom are distinguished authorities in the industry.
    1. Access controls.
        1. 1. Access Provisioning. To minimize the risk of data exposure, Keybe follows the principles of least privilege through a team-based access control model when provisioning access to the system. Keybe personnel is authorized to access customer data based on their job function, role and responsibilities, and such access requires the approval of the director of the area to which the employee belongs. Access rights to production environments are reviewed at least semi-annually. An employee’s access to Customer Data is quickly removed upon termination of employment. In order to access the production environment, an authorized user must have a unique username and password, multi-factor authentication, and be connected to the Keybe virtual private network (VPN). Before an engineer is granted access to the production environment, access must be approved by management and the engineer is required to complete internal training for such access, including training on the corresponding equipment systems. Keybe records high-risk actions and changes in the production environment. Keybe leverages automation to identify any deviations from internal technical standards that could indicate anomalous/unauthorized activity to raise an alert within minutes of a configuration change.
        2. 2. Password Controls. Keybe’s current policy for managing employee passwords follows the NIST 800-63B, guide, and as such, our policy is to use longer passwords, with multi-factor authentication, but not requiring special characters or frequent changes. When a customer logs into their Keybe account, Keybe hashes the user’s credentials before storing them. A customer can also require their users to add another layer of security to their account by using two-factor authentication (2FA).
        3. 3. Change Management. Keybe has a formal change management process to manage changes to software, applications, and system software that will be deployed to the production environment. Change requests are documented using a formal and auditable system of record. Before a high-risk change is made, an assessment is performed to consider the impact and risk of a requested change, change recognition testing, approval of the deployment to production by the appropriate approvers, and procedures for reversion. Changes are reviewed and tested before going into production.
    1. Secure Socket Layer. Keybe uses SSL (Secure Socket Layer) which is the standard security technology to establish an encrypted link between Keybe’s web servers and a browser. This secure link ensures that all transferred data is private. Also called TLS (Transport Layer Security). You can find the complete information at: https://www.cloudflare.com/ssl/
    1. Web Application Firewall (WAF). Every request to the WAF is inspected with the rules engine and threat intelligence curated from the protection of approximately 25 million websites. Suspicious requests can be blocked, questioned or logged based on Keybe’s needs, while legitimate requests are directed to the destination regardless of whether they are on premises or in the cloud. Complete information on the service can be found at: https://www.cloudflare.com/waf/
    1. Vulnerability management. Keybe maintains controls and policies to mitigate the risk of security vulnerabilities in a measurable time frame that balances risk and business/operational requirements. Keybe uses a third-party classified tool to conduct regular vulnerability scans to assess vulnerabilities in Keybe’s cloud infrastructure and corporate systems. Critical software patches are proactively evaluated, tested, and applied. For Keybe services, operating system patches are applied through the rebuild of a base virtual machine image and are deployed to all nodes in the cluster according to a predefined schedule. For high-risk patches, Keybe will deploy directly to existing nodes through internally developed orchestration tools.
    1. Penetration testing. Keybe performs penetration testing and contracts with independent third-party entities to carry out penetration testing at the application level. Penetration test results are quickly prioritized, trialed, and remediated by Keybe’s security team.
    1. Security incident management. Keybe maintains security incident management policies and procedures in accordance with NIST SP 800-61.Keybe’s Security Incident Response Team assesses the threat of all relevant vulnerabilities or security incidents and establishes remediation and mitigation actions for all events. Keybe keeps security records for 360 days. Access to these security logs is limited to senior management only. Keybe uses third-party tools and services to detect, mitigate, and help prevent distributed denial of service (DDoS) attacks.
    1. Discovery, investigation and notification of a security incident. Upon discovery or notification of any security incident, Keybe:
      • 1. Will promptly investigate said Security Incident.
      • 2. To the extent permitted by applicable law, will promptly notify the Client. The Client will receive a notification by email associated with the Keybe account.
      • 3. Will take the necessary measures and corrective measures to resolve the incident as soon as possible.
    1. Resilience and continuity of service. Keybe’s infrastructure uses a variety of tools and mechanisms to achieve high availability and resilience. The infrastructure spans multiple fault-independent GCP Availability Zones in physically separated geographic regions. For Keybe services, there are manual or automatic capabilities to redirect and regenerate hosts within the Keybe infrastructure. The infrastructure is able to detect and route problems experienced by hosts or even entire data centers in real time and employ orchestration tools that have the ability to regenerate hosts, building them from the latest backup. Keybe uses specialized tools that monitor server performance, data, and traffic load capacity within each Availability Zone and colocation data center. If suboptimal server performance or overloaded capacity is detected on a server within an Availability Zone or colocation data center, then these specialized tools will increase capacity or shift traffic to alleviate any suboptimal server performance or capacity overload. Keybe has notifications of different levels that work immediately and has the ability to take immediate action to correct the causes behind these problems if specialized tools cannot.
    1. Backup and recovery. Keybe regularly backs up account information, logs, recordings, chats, documents, and other critical data using GCP’s cloud storage. Backup data is preserved redundantly across Availability Zones and is encrypted in transit and at rest using Advanced Encryption Standard (AES-256) 256-bit server-side encryption.

INFORMATION SECURITY POLICY

Updated on 13 July 2023.

At Keybe, we understand the paramount importance of data security, and thus have implemented a series of measures aimed at preserving the integrity, confidentiality, and availability of our information. Our policy applies to every party involved with Keybe, from our own staff to third parties, interns, practitioners, suppliers, and the general public.

Our Aims

  • Minimize risk in our most important functions.
  • Comply with principles of information security and administrative functions.
  • Foster trust among our customers, partners, and employees.
  • Support technological innovation and protect technological assets.
  • Establish robust policies, procedures, and instructions for information security.
  • Enhance the culture of information security across all personnel and clients.
  • Ensure business continuity in the face of incidents.
    • Our Approach

      Keybe employs a continuously evolving Information Security Management System (ISMS), tailored to meet both the needs of our business and regulatory requirements. This system relies on the following principles:

      Transparency: Responsibilities regarding information security are clearly defined, shared, published, and accepted by each of the employees, contractors, or third parties.

      Protection: We safeguard the information generated, processed, or protected by our business processes and information assets.

      Risk Mitigation: We actively work to minimize financial, operational, or legal impacts due to misuse of information.

      Internal Security: We guard against threats originating from our own personnel.

      Operational Control: We regulate our business processes, ensuring the security of technological resources.

      Access Control: We implement rigorous controls to regulate access to information, systems, and network resources.

      System Lifecycle Integration: Security is an integral part of our information systems lifecycle.

      Incident Management: We ensure effective improvement of our security model through the proper management of security events and system weaknesses.

      Business Continuity: We maintain the availability of our business processes and operational continuity based on the potential impact of events.

      Legal Compliance: We strictly adhere to all established legal, regulatory, and contractual obligations.

      Through these principles, Keybe seeks to uphold the highest standards of information security, providing a safe and reliable environment for our customers and partners.

    KEYBE SUPPLIERS

    Keybe brings together different global services and providers of cloud services, financial services and telecommunications services (Providers). By accepting the Service Agreement you are directly accepting the Terms and conditions of use of the Providers

    The following is the list of Keybe providers and contains the link to their own Terms and Conditions of use of the service:

    1. WhatsApp Business: https://www.whatsapp.com/legal/
    2. Facebook: https://www.facebook.com/policies_center
    3. Instagram: https://help.instagram.com/581066165581870
    4. Google Cloud Platform: https://policies.google.com/terms?hl=es-419
    5. IBM Watson: https://www.ibm.com/ar-es/legal?lnk=flg-tous-ares
    6. Amazon Web Services: https://aws.amazon.com/es/terms/?nc1=h_ls
    7. Mandrill: https://mailchimp.com/legal/terms/
    8. CloudFlare: https://www.cloudflare.com/es-es/website-terms/
    9. Mongo DB: https://www.mongodb.com/legal/legal-notices
    10. Zendesk: https://www.zendesk.com.mx/company/customers-partners/terms-of-use/
    11. Text messages (SMS): Depending on the country, we use different telecommunications providers (Carriers) that have different delivery rules. We make an effort to consolidate the best benefits and costs for you. The following should be taken into account:
      • Message prices vary depending on the territory, the number of messages sent and the number of characters used in the message.
      • The character limit allowed by Carriers in messages is 160 characters, we call this limit Parts.
      • If the number of characters exceeds 1 Part (160 characters), the message will be charged as 2 Parts, if it exceeds 360 characters it will be charged as 3 parts and so on.
      • In some countries we have Premium Messages that allow us to send some special characters and emojis.
      • Premium Messages have more characters, therefore it can increase the number of Parts of the message, therefore it can increase the price.
      • We recommend using this powerful communication channel in an efficient and effective way to achieve successful results. You can reach out to our support channels to help you make better decisions in this regard.

    TERMS AND CONDITIONS OF THE KEYBE PARTNER PROGRAM

    Last modified: April 08, 2024

    By participating in the Keybe Partner Program (hereinafter, the “Program”) or any activity of the Program, using the Platform (as defined below) or clicking on “Register” (or a similar box or button) when you sign up for a Partner Account (as defined below), you, as a Partner, agree to be bound by the following Partner Program Agreement (the “Agreement”).

    For the purposes of this Agreement, “Keybe” refers to Keybe Inc., and any of its affiliate and subsidiary companies. Your action of checking the box “I have read and agree to the Terms and Conditions of the Keybe Partner Program”, followed by clicking the confirmation button, constitutes your unequivocal and conscious approval of the updated terms presented here.

    Therefore, this Agreement revokes and replaces any stipulation or agreement previously in force regarding the Program between You and Keybe. Also, the content of this Agreement, together with the Contractual Terms of the Keybe Partner program, annuls and prevails over any previous agreement or Partner contract that you have signed with Keybe.

    By accepting the terms presented here, you adhere to a binding contractual commitment that takes effect immediately, thus establishing the updated terms and conditions as the legal framework of the contractual relationship between You and Keybe from now on.

    Each of the Partner and Keybe are a “Party”, and together they are the “Parties”. Failure to comply with the provisions of the Agreement may result in a loss and/or reduction of Commissions (as defined below), decisions that will be made by Keybe at Keybe’s sole discretion. Keybe reserves the right to update and change the Agreement, including any Keybe Partner Contractual Terms (as defined below), by posting updates and changes on the Keybe website and/or the Platform, as appropriate, and/or by issuing new Keybe Partner Contractual Terms. If a significant change is made, we will provide reasonable notice by email, or by posting a notice on the Keybe website and/or the Platform, as appropriate. Any reference to the Agreement includes all and each of the terms and documents incorporated by reference.

    This Agreement addresses different types of Partner activities. Part A applies to all Partners. Part B applies to Referral Partners. Part C applies to Gold, and Diamond Partners. If you do not participate in Partner activities described in Part B or C, then that Part of the Agreement does not apply to you.

    You must read, agree with and accept all of the terms and conditions contained in this Agreement, including Keybe’s Terms and Conditions of Services, before you may become a Partner. For the avoidance of doubt, Keybe’s Privacy Policy, Acceptable Use Policy, and Terms and Conditions of Services form part of this Agreement and are incorporated by reference. You must mandatorily accept additional terms in the Keybe Partner Contractual Terms. In the event of a conflict or inconsistency between this Agreement, the Keybe Partner Contractual Terms, and any previous contract, both the Agreement and the Keybe Partner Contractual Terms will prevail, to the extent of such conflict or inconsistency. In addition, some types of Program activities may require you to accept additional terms (“Additional Terms”). Such Keybe Partner Contractual Terms and Additional Terms are incorporated into this Agreement by reference. In the event of conflict or inconsistency between this Agreement and the Additional Terms, the Additional Terms will prevail, to the extent of such conflict or inconsistency.

    Part A – Terms Applicable to All Partners

    1. Definitions

      Unless defined elsewhere in the Agreement, even in the Keybe Partner Contractual Terms, capitalized terms in the Agreement are defined as follows:

      “Brands”: any service and product marker element of a Client.

      “Carrier” refers to a third-party provider of telecommunications or messaging services.

      “Client” refers to any entity or individual who, through the Partner’s autonomous and strategic management, chooses to subscribe to a service contract directly with Keybe, resulting in the generation of one or several sales invoices issued by Keybe.

      “Client Data” means information (including personal information) related to a Client, including, but not limited to, order information, payment information, and account information.

      “Commissions” refers to the monetary amount that a Partner earns as compensation for their successful participation in the Program, this amount is stipulated in the Keybe Partner Contractual Terms.

      “Diamond Partner” refers to the individual or entity that, upon accepting the terms of this Agreement, stands out for their comprehensive management throughout the customer lifecycle. This category spans from the initial phase of prospecting and closing deals to the stages of implementation, training, customization, fostering loyalty, business expansion, technical support, and customer retention. As a value-added partner, the Diamond Partner provides a complete solution, extending their services beyond merely marketing the Keybe application to include custom developments, specialized implementation services, and management, among other complementary offerings.

      In the event of a termination of the commercial relationship, the clients introduced to Keybe by these Diamond Partners may choose to maintain their link with Keybe, according to their preference. To ensure a smooth transition and maintain service continuity, the partner must formally notify Keybe of any planned termination at least 30 calendar days in advance.

      “Gold Partner” refers to the individual or entity that, after accepting the terms of this Agreement, plays a crucial role as a reseller, taking on comprehensive management of the lifecycle of their brands. This commitment spans from the beginning of the commercial process, including prospecting and closing deals, to the phases of implementation, training, adaptation, loyalty building, expansion, support, and retention of their brands.

      Partners joining this category will start from scratch and will be assessed during the first two (2) quarters against maintenance requirements, and at the six-month mark will be evaluated on the requirement of consecutive billing and other maintenance KPIs.

      In the event of a termination of the commercial relationship, the clients introduced to Keybe by these Gold Partners may opt to maintain their link with Keybe, according to their preference. To ensure a smooth transition and maintain service continuity, the partner must formally notify Keybe of any planned termination at least 30 calendar days in advance.

      “ICP” refers to Ideal Customer Profile. For Keybe in 2024, the ICP is focused on the automotive sector, encompassing a diverse range of companies with the following characteristics:

      • Dealerships and/or distributors dedicated to the sale of new and used vehicles.
      • Dealerships and/or distributors engaged in the sale of new and used motorcycles.
      • Companies that offer maintenance and repair services for vehicles and/or motorcycles.
      • Brands and/or distributors of alternative transportation methods, such as bicycles, electric bicycles, electric scooters, etc.
      • Any entity related to the field of transportation and mobility.

      “Nitro” refers to a comprehensive service for the improvement of digital sales, covering everything from a detailed diagnosis, training in conversational sales, CRM strategies, to development, integration, and customization of the platform according to the specific needs of each business. This service also includes ongoing support, definition of tactics and specific objectives, focusing on increasing the performance and efficiency of the sales team through specialized training and continuous monitoring.

      “Partner” or “You” refers to the individual or entity that, upon finalizing the business closure and accepting the terms of this Agreement, collaborates with their brands, contacts, and current clients. This partner provides their expertise, support, and guidance in the implementation, customization, and ongoing management of our platform, with the aim of optimizing their internal processes.

      “Partner Account” refers to a specific account created within the Keybe platform. This account is not only essential for the identification and traceability of the Partner’s own Clients (Gold, or Diamond) or those assigned by Keybe, but also serves as the main means for the report and management of their Commissions.

      “Platform” means the digital platform owned and operated by Keybe.

      “Prospect Billing” refers to the total amount invoiced for services acquired by a potential client referred to Keybe, excluding any billing that pertains to Carrier services. Such billing is a key indicator for determining the appropriate reward in the referral program.

      “Referral” refers to a prospect recommended to Keybe by an external source, which could be a current associate brand, or any individual or entity that has identified a potential client to benefit from Keybe’s services.

      “Referral Partner” refers to the individual or entity that, upon accepting the terms of this Agreement, possesses a wide network of contacts and has the capacity to identify potential clients for whom Keybe may be the ideal solution.

      “Sanctioned Person” refers to any individual or entity that is included or designated under sanctions (Sanctions), or that is located, resides, or is organized under the laws of a country or territory subject to territorial sanctions. Additionally, it encompasses any entity that is directly or indirectly owned or controlled by any of the above.

      “Sanctions” refers to any applicable economic sanction or anti-terrorism laws or measures, particularly those imposed, administered, or enforced by (1) the United States’ Office of Foreign Assets Control (OFAC), which administers and enforces economic and trade sanctions based on the foreign policy and national security objectives of the United States, and (2) the United States’ Department of State, which also enforces various sanctions programs. This includes, but is not limited to, sanctions related to specific countries, entities, and individuals identified by the United States government.

      “Service” refers to the digital platform hosted by Keybe available through www.keybe.ai, www.keybe.us, www.keybe.co y www.keybe.mx, and any associated website, product, or service offered by Keybe.

      “Taxes” means all taxes, federal, provincial, state, local or other government taxes, fees or charges that are in force or enacted in the future.

      “Unsupported Region” includes those countries or geographical areas subject to economic and trade sanctions according to the sanctions programs and country information from the United States’ Office of Foreign Assets Control (OFAC). This implies that individuals or companies in these areas cannot access Keybe’s services, including creating accounts, using platforms, marketing their products or services, and conducting shipping or commercial transactions. The specific areas affected by these restrictions are determined based on Keybe’s policies and applicable international regulations, particularly those established by OFAC.

      “UTM” a link used to track and record activity in relation to a specific Brand. This link is generated and used by all Partners, including Referral Partners, Gold, and Diamond Partners, on Keybe’s referral page: https://keybe.us/referrals-program/

    2. Partner Obligations
      1. Marketing Activities
        1. The Partner will bear all costs and expenses related to the marketing or promotion of Keybe, and, as applicable, the Partner’s websites or other products or services associated with the Partner’s participation in the Program (collectively, “Partner’s Marketing Activities”) in any area, location, territory, or jurisdiction, unless otherwise decided by Keybe at its sole discretion.
        2. Under no circumstances will the Partner carry out any Partner’s Marketing Activities except as expressly set forth in this Agreement. In the event that the Partner has an email list where individuals on the list have explicitly opted to receive emails from the Partner (“Opt-in List”), the Partner may make a written request to Keybe to send emails regarding Keybe’s offerings to the individuals on the Opt-in List (and Keybe may, at its sole discretion, allow the Partner to send such emails). In conducting all Partner’s Marketing Activities, the Partner will comply with all applicable laws, rules, regulations, and directives, including but not limited to those related to email marketing and “spamming.” Unless the Partner has first obtained consent from the applicable Customer, the Partner will not send emails to any Customer whose email address they have received through Keybe.
        3. Without limiting the generality of Section 2.1.2, the Partner (i) will not send any email about Keybe to any individual or entity that has not requested such information; (ii) will always include the Partner’s contact information and “unsubscribe” information in any email about Keybe, the Service, or the Keybe platform; and (iii) will not imply that such emails are being sent on behalf of Keybe.
        4. The Partner will not (i) engage in any offline marketing methods such as fax, broadcast, telemarketing with respect to Keybe; (ii) use malware, spyware, or any other aggressive advertising or marketing methods in any of its dealings related to Keybe; (iii) make false, misleading, or disparaging representations or statements with respect to Keybe; (iv) solicit Clients to leave Keybe’s Service; (v) copy, resemble, or mirror the look and feel of Keybe’s websites, Keybe’s Trademarks, or Services, or otherwise misrepresent the Partner’s affiliation with Keybe; or (vi) engage in any other practices that may negatively affect the credibility or reputation of Keybe, including but not limited to, email communications or using any website in any manner, or having any content on any website, that (a) uses aggressive or low-quality marketing, including marketing services not related to Keybe or the Partner’s services, (b) promotes sexually explicit materials, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, or any illegal or objectionable activities, or (c) violates any intellectual property or other proprietary rights of any third party; or (d) violates the Acceptable Use Policy and Terms & Conditions of Services.
      2. Compliance with Laws
          In addition to, and without limiting the provisions of this Agreement, the Partner will perform its obligations under this Agreement in accordance with the highest applicable industry standards and in compliance with all applicable laws, rules, and regulations, including obtaining all necessary licenses to operate and offer the products or services associated with its participation in the Partner Program.
        1. The Partner represents and warrants that (i) neither the Partner, its subsidiaries, its directors, officers, or employees involved with Keybe are Sanctioned Persons or are controlled by one or more Sanctioned Persons, and (ii) the Partner is not resident or located in or organized under the laws of an Unsupported Region. In the event that the Partner becomes aware or suspects that the foregoing representation and warranty may no longer be accurate, it will immediately notify Keybe in writing.
        2. Without limiting the foregoing, in performing its obligations and using the Services under this Agreement, the Partner agrees that (i) it will not engage directly or indirectly in any activities or transactions that involve, relate to, or benefit a Sanctioned Person or Unsupported Region, and (ii) it will immediately notify Keybe in writing if it becomes aware of or suspects any violation of the Sanctions or the related provisions of this Agreement. For the avoidance of doubt and without limiting Keybe’s general termination rights, by entering into this Agreement, the Partner acknowledges that Keybe reserves the unilateral right to terminate this Agreement with the Partner with immediate effect via written notice in the event that Keybe, at its sole discretion, determines that the Partner (i) is or becomes a Sanctioned Person and/or (ii) is or becomes in breach of any of its representations, warranties, and/or covenants in this Section 2.2.
      3. Proactive Communication by Partner

        The Partner commits to promptly inform Keybe of any circumstance or information that comes to its knowledge and could reasonably lead to a claim, demand, or liability of or against Keybe or give rise to claims, demands, or liabilities from third parties towards Keybe. This communication reflects the collaborative and preventative nature of the relationship between the Partner and Keybe and should not be interpreted as an obligation of representation or defense of Keybe’s interests inherent in a commercial agency relationship.

      4. Other Partner Terms
        1. If the Partner is an individual, you must be at least the age of majority in the jurisdiction where you reside and from where you carry out Partner activities.
        2. As a Partner, you affirm that your integration into the Program is oriented towards conducting business activities and not for personal, household, or family purposes.
        3. If the registration for the Partner Account is made on behalf of a company or employer, the latter will be recognized as the Partner within the framework of this Agreement. In this context, you represent and warrant that you have the authority to commit and represent your employer under the terms of this Agreement. Moreover, each Partner will assume the responsibility of: (a) ensuring that its employees, agents, and subcontractors adhere to and respect this Agreement, and (b) responding to any breach of this Agreement committed by its employees, agents, or subcontractors.
        4. The Partner understands and consents that your involvement in the Program, as well as any information transferred or stored by Keybe, is subject to Keybe’s Privacy Policy, which can be consulted at https://keybe.us/legal/#privacy-agreement.
      5. Use of Keybe’s Official Partner Email

        The Partner must use the official email provided by Keybe for all communications related to the Program’s activities and interactions with its Clients. The Partner is expected to maintain a professional demeanor consistent with Keybe’s values and policies in all its communications through this medium.

    3. UTM Referral Link

      Referral links will be generated directly on Keybe’s website after providing the name, email, and mobile number. The Partner agrees to:

      1. Use only links generated directly from the Keybe website;
      2. Not manipulate, alter, or modify referral links in any way (including, without limitation, any link code).
    4. Commission and Payments
      1. Commission
        1. Keybe commits to paying a Commission on business deals concluded with each new Client, provided the following conditions are met:
          • (i) The Client’s contract must be significantly facilitated by the Partner. We recognize that there may be cases where the Client has already been contacted by Keybe or another Partner, but if the Partner has played a significant role in facilitating the contract with the Client, this condition will be considered met.
          • (ii) This Client must not be in active negotiation with Keybe or another Partner at the time the Partner begins their facilitation.
          • (iii) It must be a negotiation within the scope, profitability, and execution capacity of Keybe.
        2. The Commission value will be calculated based on the pre-tax value allocated according to the territory. Commissions corresponding to operations carried out in a calendar month will be paid within the first three (3) business days of the following month / five (5) calendar days. This payment will be made as long as the invoice issued by Keybe has been effectively paid by the Client.
        3. Payments will be made in USD from the United States using the method previously agreed upon by mutual consent between the Parties.

          Additionally, a fee of five (5) USD will be applied for transactions to bank accounts outside the United States.
        4. Regardless of the jurisdiction in which the Partner operates, they will be responsible for managing any obligations related to social security as an independent worker and all taxes, levies, or charges that arise as a consequence of this Agreement. It is the Partner’s duty to be aware of and comply with the tax obligations and relevant regulations of their local jurisdiction or any jurisdiction in which they operate concerning this Agreement.
        5. The commission percentage covers all cloud services that Keybe offers to the Client, related to one or more brands. This commission does not include costs linked to the carrier and will be calculated according to the previously selected plan. Within this commission scheme, activities that involve the mass sending of text messages and emails to clients or potential clients will be specifically included. However, mass messages sent through WhatsApp will be excluded from the commission calculation, in line with our policy related to costs associated with telecommunications or messaging service providers.
      2. Payment
        1. Commissions will be paid to the Partner for each Client referred through their UTM and according to the payment terms in Keybe Partner’s Contractual Terms. Keybe Partner’s Contractual Terms accepted by the Partner on the Platform replace and nullify in their entirety any Keybe Partner’s Contractual Terms previously accepted by the Partner on the Platform.
        2. If you breach the Agreement or engage in any behavior Keybe considers inappropriate, in each case as determined by Keybe at its sole discretion, the Partner will not receive any Commission. Keybe reserves the absolute right, which it may exercise at any time for any reason, without any liability to you, to cancel, reduce or reverse Commissions, modify the payment terms in Keybe Partner’s Contractual Terms, or suspend you from the Program.
        3. Keybe reserves the right to demand and obtain information from the Partner about any referred Client, including but not limited to, information regarding traffic sources and methods used to acquire the referred Client.
        4. The Partner is responsible for all applicable Taxes arising from or as a result of any activity under this Agreement.
        5. Accumulated Commissions shall be paid to the Partner only when the total amount to be paid for commissions has exceeded the established minimum value of fifty United States dollars (USD $50). If in a billing period the Partner has not accumulated a total of Commissions equal to or greater than $50 USD, such amount shall accumulate and be considered for the next billing period until the minimum established value is reached or exceeded.
        6. The payment of Commissions will cease immediately upon the termination of this Agreement.
        7. Access and management of Commissions will be carried out through a specific Platform provided by Keybe within the Partner’s account. The Partner must have an active account with Keybe to monitor the detail of their Commissions and make disbursement requests to a designated bank account. The Partner will be obliged to provide the necessary legal information for the disbursement, which will vary according to the territory in which they operate.
      3. Additional Payment Information
        1. All payments are subject to fraud and risk analysis considerations, anti-money laundering procedures, review against international sanctions lists and restricted persons or entities, and may be withheld by Keybe during the investigation period. Keybe may also withhold payment if the Partner fails to provide Keybe with the information required to make the payment or if they fail to comply with the established Terms and Conditions of Services.
        2. Notwithstanding anything to the contrary in this Agreement, Keybe will not be responsible for paying any Commission:
          • (i) for a legal entity referred created or owned in whole or in part by the Partner;
          • (ii) related to fraudulent sales;
          • (iii) related to revenues that have been subject to chargebacks;
          • (iv) to Partners who are employed by Keybe (whether full-time, part-time, term or any other type of employment relationship); or
          • (v) to Partners who are employed by the person to whom the Commissions relate (whether full-time, part-time, term or any other type of employment relationship).
        3. If any Commission paid by Keybe is subsequently found to be subject to one or more of the exclusions set out in Section 4.3.2, or to have been paid in error, Keybe will have the right, at its sole discretion, to: (a) reclaim any Commission paid to the Partner in error; or (b) offset the amounts described in Section 3.3 from payments due to the Partner in future. If the Agreement is terminated before such amounts are fully repaid by the Partner to Keybe, the Partner will pay Keybe the remaining balance within thirty (30) days of the effective date of termination of the Agreement.
        4. Keybe reserves the right to modify the Commission percentages or payment terms at any time with reasonably advanced notice to the Partner. Such notice will be provided to the official Partner Keybe email and, additionally, by posting a notice on the Keybe website and/or the Platform, as appropriate, and/or through the issuance of new Keybe Partner’s Contractual Terms. In case of any dispute over Commissions, Keybe’s determination will be final and binding.
    5. Terms and Conditions of NITRO for Partners
      • A. Commissions for Sale of the Nitro Service (Development by Keybe) This section corresponds to the Partners who sell Nitro to Clients, while Keybe is responsible for the complete development of these services. The Commission assigned to the Partners is based on their Partner level, as defined in the Keybe Partner Contractual Terms.
      • B. Full Commissions and Billing for Sale and Development of the Nitro Service (Comprehensive Development by the Partner) This section addresses the situation of Partners who not only sell Nitro to Clients but also take full charge of its development. These Partners, by assuming the entire development process, have the right to bill Keybe an additional 50% on the Commissions they generate specifically for the sale of Nitro.
    6. Termination
      1. Termination
        1. Unless otherwise specified in the Agreement, any Party may terminate this Agreement at any time, with or without cause, effective immediately upon notice to another Party.
        2. Fraudulent or other unacceptable behavior by the Partner, including breach of the Acceptable Use Policy and the Terms and Conditions of Services, as determined by Keybe at its sole discretion, may result in Keybe taking one or more of the following actions: (a) termination of the Partner’s participation in the Keybe Partner Program; (b) suspension of some or all Partner privileges under the Program; and (c) complete termination of the Partner’s Account without prior notice or recourse for the Partner.
        3. Keybe reserves the right to cancel or modify the Agreement in its entirety, including Commissions, at any time. If a significant change is made to the Agreement, including any material change to Commissions, Keybe will provide reasonable notice by email, posting a notice on the Platform.
      2. Consequences of Termination
        1. Upon termination of this Agreement: (a) each Party will return to the other Party, or destroy (and provide certification of such destruction), all property of the other Party in its possession or control (including all Confidential Information (as defined below)); (b) all rights granted to the Partner under this Agreement will immediately cease, including but not limited to the right of the Partner to access the Partner Account and Platform, or to receive any payment of Commissions under this Agreement, unless otherwise determined by Keybe at its sole discretion.
        2. This Section 5.2 and the following Sections will survive any termination or expiration of this Agreement:
          1. PART A: Section 1 (Definitions), Section 6 (Intellectual Property Rights), Section 7 (Information), Section 8 (Disclaimer of Warranty), Section 9 (Limitation of Liability and Indemnification), and Section 10 (General Provisions).
          2. Additionally, any provision of this Agreement that by its nature is intended to survive, will survive termination.
    7. Intellectual Property
      1. The Partner shall have no rights to use the trademarks or trade names of Keybe. The Partner acknowledges that Keybe is the exclusive owner of all intellectual property rights in relation to methodologies, trade secrets, copyrights, know-how, or other information that Keybe will provide for the fulfillment of the purpose of this Agreement. Nothing in this document implies or will be interpreted as a license, assignment, or waiver of the rights corresponding to Keybe in its favor.
      2. Any intellectual property rights used in the development of this Agreement will remain with their original holder, and there is no assignment of the same in any form.
      3. The Partner will avoid the use of Keybe’s trademarks or trade names in its own trade name, corporate identity, or in any other public manifestation without Keybe’s prior written consent.
      4. If the Partner violates this clause, Keybe will be enabled to claim damages.
    8. Information
      1. Confidential Information

        In relation to the Program, the Partner may be exposed or have access to data or information, whether written, oral, electronic, web-based, or other formats, which are generally not available to the public (collectively, “Confidential Information”). The Partner will maintain all Confidential Information in strict confidentiality for a period of three (3) years after the termination of this Agreement and will apply, at a minimum, the same level of care it uses for its own Confidential Information, but not less than reasonable care. Notwithstanding anything to the contrary in this Agreement, the Partner’s obligations of confidentiality in relation to Personal Information will never expire. Confidential Information may only be shared with those employees who need to know in order to advance the business relationship between the Partner and Keybe, who are subject to legally binding confidentiality obligations at least as restrictive as those imposed on the Partner in this Agreement. The Partner is fully responsible for its personnel’s non-compliance with this paragraph. These confidentiality obligations do not apply to Confidential Information that (a) the Partner can demonstrate was already in its possession prior to receiving it from Keybe; (b) is available or becomes available to the public, and this is not the fault of the Partner or its personnel; or (c) the Partner has rightfully received from a third party who has no duty of confidentiality. In case a government entity or court of law requires the Partner to disclose Confidential Information, to the extent permitted by law, the Partner agrees to inform Keybe in advance so that Keybe can contest the disclosure or seek a protective order. The Partner acknowledges that damages resulting from the improper disclosure of Confidential Information may be irreparable and that Keybe will have the right to seek equitable relief, including an injunction or protective measure, in addition to any other available legal or equitable remedy. Beyond any individual confidentiality agreement that the Partner may have entered into with Keybe, the Partner authorizes and agrees that Keybe and its employees and contractors may access and use the information related to its business with Keybe and the information −including Personal Information− that the Partner provides to Keybe in connection with the Program, and for all purposes related to the Program or the relationship between the Partner and Keybe (collectively, the “Purpose”), and that it may be disclosed to government entities, or relevant end customers or users in order to fulfill the Purpose, or to meet the obligations that Keybe has assumed towards the Partner and/or its customers or end users.

      2. Personal Information

        In case the Partner provides Keybe with any Personal Information about its personnel, customers, or potential customers, the Partner declares to have obtained the necessary permission to transfer such information to Keybe and to use and disclose the Personal Information as authorized in this Agreement. As used in this Agreement, “Personal Information” refers to all types of data or information that, separately or in conjunction with other information, are related to an identified or identifiable natural or legal person, or data considered personal data as defined in applicable laws. The Partner will indemnify Keybe for any third-party claims arising from its violation of this section.

    9. WARRANTY DISCLAIMER

      KEYBE MAKES NO WARRANTIES AND SPECIFICALLY EXCLUDES ALL WARRANTIES AND CONDITIONS RELATED TO THE PROGRAM (INCLUDING ALL INFORMATION, TOOLS RELATED TO THE PROGRAM OR PROVIDED UNDER THE PROGRAM), WHETHER EXPRESS OR IMPLIED. THE PARTNER UNDERSTANDS THAT THE PROGRAM DOES NOT GUARANTEE THAT IT WILL ATTRACT CUSTOMERS TO KEYBE OR GENERATE REVENUE.

    10. Limitation of Liability & Indemnification
      1. Limitation of Liability
        1. THE PARTNER ACKNOWLEDGES THAT ITS PARTICIPATION IN THE PROGRAM IS STRICTLY VOLUNTARY AND WAS NOT REQUIRED BY KEYBE AS A NECESSARY CONDITION TO PURCHASE SERVICES FROM KEYBE.
        2. KEYBE SHALL HAVE NO LIABILITY FOR LOSS OF BUSINESS, REVENUE OR PROFITS.
        3. UNDER NO CIRCUMSTANCES SHALL KEYBE BE LIABLE FOR ANY TYPE OF CLAIM ARISING IN RELATION TO THE PROGRAM OR THIS AGREEMENT, OR THE TERMINATION OF THE SAME, THAT EXCEEDS USD 200 (UNITED STATES DOLLARS) OR ITS EQUIVALENT IN LOCAL CURRENCY, OR THAT IS RELATED TO THEM.
        4. THESE LIMITATIONS OF LIABILITY APPLY TO ALL CLAIMS RELATED TO DAMAGES, WHETHER CONTRACTUAL OR EXTRA-CONTRACTUAL, AND REGARDLESS OF WHETHER KEYBE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES NOTWITHSTANDING THE PROVISIONS OF THIS AGREEMENT, THE LEGAL REMEDIES ESTABLISHED HEREIN SHALL APPLY EVEN IF THEY DO NOT ACHIEVE THEIR ESSENTIAL PURPOSE.
      2. Indemnification

        To the fullest extent permitted by law, the Partner shall indemnify, defend, and hold harmless Keybe, Keybe’s Affiliates, and their respective successors and assignees from all kinds of claims, demands, causes of action, debt, or liability (including reasonable attorney fees, legal fees, expenses, and court costs) arising from their non-compliance with applicable laws, this Agreement, or Section 7 (“Information”).

    11. General Provisions
      1. Assignment. The Partner may not assign this Agreement, any of its rights under the Program or this Agreement, nor delegate any of its obligations to a third party, voluntarily or involuntarily, whether by merger, consolidation, dissolution, by law, or otherwise without Keybe’s prior express written consent. Keybe may nullify any presumed assignment, novation, or delegation that violates the preceding sentence. To the extent that Keybe consents to an assignment, novation, or delegation, this Agreement (including rights and obligations) will benefit and bind successors by merger, acquisition, or otherwise, and their authorized assignees.
      2. Relationship of Independent Contractors. Both Keybe and the Partner act as independent contractors. Neither party has the authority to commit or represent the other in any way. This Agreement and participation in the Program do not imply the creation of a partnership, agency, joint venture, franchise, or any relationship other than that of independent contractors. Neither party will make promises or issue guarantees on behalf of the other. Both parties agree not to present themselves or act as legal representatives, franchisees, employees, agents, or spokespersons of the other party.
      3. Dispute Resolution. As a precondition to filing a lawsuit, the Partner and Keybe will attempt to resolve any claim, controversy, or conflict that arises from this Program or this Agreement, or related to them (hereinafter, the “Controversy”) against Keybe through negotiation with persons duly authorized to resolve the Controversy, or alternatively, through mediation involving a mediator agreed upon by both parties, rather than litigation. The existence or results of negotiations or mediations will be confidential. While the factual and legal considerations of the underlying Controversy will be resolved in accordance with this section 10 (General Provisions), either party has the right to obtain from a court of competent jurisdiction a temporary restraining order, an injunction, or other equitable relief to preserve the status quo, prevent irreparable harm, avoid the expiration of applicable limitation periods, or preserve a superior position over other creditors. If the parties cannot resolve the Controversy within thirty (30) days (or other mutually agreed period) after notification of the Controversy to the other party, the parties will be free to pursue all available legal remedies. In case of resorting to justice, the Partner agrees to submit the claim to the ordinary judges of Dover, Delaware, USA.
      4. Force Majeure. If the performance of any part of this Agreement by either Party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action (including, but not limited to, any law, regulation or embargo prohibiting the performance contemplated under this Agreement or the failure or refusal of a government agency to issue a license required for any performance pursuant to this Agreement), labour disputes, act of God or any cause beyond the reasonable control of that Party, the Party will be excused from such performance to the extent that it is prevented, hindered or delayed by such cause. Notwithstanding anything in this Agreement to the contrary, the Party prevented from performing under this Agreement by a force majeure event will nevertheless use its best efforts to recommence its performance under this Agreement as soon as reasonably practicable and to mitigate any damages resulting from its non-performance under this Agreement.
      5. Applicable Laws. This Agreement will be governed and interpreted according to the laws of the State of Delaware and the laws of the United States applicable therein, without regard to principles of conflicts of laws. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement and is expressly excluded.

        The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the State of Delaware, particularly those of the city of Dover, with respect to any dispute or claim arising out of or in connection with this Agreement.
      6. Modifications. Keybe reserves the right to modify the Program, including eligibility requirements, Program benefits (including discounts, incentives, and commissions), and this Agreement (including all documents, terms, and conditions referenced therein) at any time and without prior notice. Your continued participation in the Program will be indicative of your binding acceptance of the changes and your consideration in support of the modifications, without the need for any additional acceptance.
      7. Severability. If any part of this Agreement is declared illegal, invalid, or unenforceable, or found to be illegal, invalid, or unenforceable, such part will be eliminated or modified as necessary to make it legal, valid, and enforceable, while preserving the original intent of the parties as much as possible. Other parts of this Agreement will remain in full force and unaffected.
      8. No Waiver. The failure of any Party to insist upon or enforce strict performance by another Party of any provision of this Agreement or to exercise any right under this Agreement will not be construed as a waiver or relinquishment to any extent of such Party’s right to assert or rely upon any such provision or right in that or any other instance; rather, the same will be and remain in full force and effect. Each waiver will be set forth in a written instrument signed by the waiving Party.
      9. References. The Partner shall not issue or release, directly or indirectly, any publicity, marketing material, press release, or any other public written announcement related to this Agreement, their participation in the Program, or their relationship with Keybe, without prior written approval from Keybe.
      10. No Client Solicitation. During this Agreement’s term and for two (2) years post-termination, the Partner agrees not to solicit, induce, hire, or attempt to hire, directly or indirectly, any Keybe client to provide services or products similar to those offered by Keybe.

        Furthermore, the Partner acknowledges that Keybe’s clients are a valuable and protected resource and agrees that any attempt to solicit or induce them constitutes a violation of this Agreement, allowing Keybe to take legal action to protect its interests.
      11. Non-Exclusivity. Nothing in this Agreement is intended to create, nor will it be construed as creating, any exclusive arrangement between the Parties to this Agreement. This Agreement will not restrict either Party from entering into similar arrangements with others, provided it does not breach its obligations under this Agreement by doing so, including without limitation, any confidentiality obligations.
      12. Entire Agreement. This Agreement, including any completed application form and all guidelines and other documents linked or otherwise incorporated or referenced in this Agreement, establishes the complete agreement and replaces any and all previous agreements, written or oral, of the Parties concerning the subject matter hereof (including, but not limited to, any previous version of this Agreement). Neither Keybe nor the Partner will be bound by, and each Party specifically objects to, any term, condition, or other provision that is different from or in addition to the provisions of this Agreement (even if it would materially alter this Agreement) and which is proposed by another Party in any correspondence or other document unless the Party to be bound thereby specifically agrees to such provision in writing.
      13. Notices. All notices, approvals, requests, authorizations, instructions, or other communications under this Agreement must be sent in writing and will be considered delivered and given for all purposes when sent to the official Partner email of Keybe. Any communication delivered differently than stipulated will not be recognized or considered valid. Any notice, approval, request, authorization, instruction, or other communication under this Agreement will be considered delivered and given for all purposes (a) on the delivery date if delivered personally or by email to the email address of Keybe’s Partner, and to [email protected]; (b) two (2) business days after being deposited with an internationally recognized commercial courier service, with written verification of receipt; or (c) five (5) business days after being deposited in certified or registered mail, requesting a return receipt, with all shipping expenses prepaid. Notice will be sent to the Partner at the address provided in the Partner Account and to Keybe at 19148 N HIBISCUS ST, WESTON, FL 33332.

    Part B – Additional Terms Applicable to Referral Partners

    This Part B contains terms applicable to Referral Partners in general.

    1. Referral Services

      In accordance with the terms and conditions of the Agreement, including those set forth in the Keybe Partner Contractual Terms, the Partner will make their best effort to (i) promote Keybe Services through their own network of contacts; (ii) identify potential Referred Clients for Keybe; (iii) provide accurate and complete information about the Referred Clients to Keybe; (iv) generate a link with their own UTM to track their referrals (the “Referral Services”).

    2. Compliance with the Federal Trade Commission Guidelines

      The Partner acknowledges the importance of adhering to the guidelines established by the United States Federal Trade Commission (FTC), especially regarding transparency and honesty in promotion and referral practices. This includes the obligation to disclose any material relationship that the Partner has with Keybe in the context of their referral activities.

    3. Registration

      It is mandatory to accept the Referral Partner agreement through the website: https://keybe.us/referrals-program/. Subsequently, you must generate a referral link (UTM). The Referral Partner must understand that Keybe will consider the email address provided during this process as the primary communication channel.

    4. Unauthorized and Prohibited Activities
      1. A Referral Partner will not:
        1. promote or advertise Keybe or Keybe Related Entities on coupon, deal, or discount sites, or on GTP/Get Paid to Click or other incentivized sites, or display any offer code on a public-facing page or through the use of a “click to display” offer code.
        2. use their Link directly in any pay-per-click advertising.
        3. purchase search engine or other pay-per-click keywords (such as Google Ads), trademarks, or domain names that use the Keybe Trademarks or the names or trademarks of any Keybe Related Entity or any variations or misspellings thereof that may be deceptively or confusingly similar to the Keybe Trademarks or the names or trademarks of any Keybe Related Entity.
        4. create or participate in any third-party networks or sub-affiliate networks without the express written permission of Keybe.
        5. use or encourage any means of delivering fraudulent traffic, including but not limited to the use of bots or toolbar traffic, cookie stuffing, or the use of false or misleading links.
        6. use direct linking to any page on any Keybe website, without prior written permission from Keybe.
        7. mask their referral sites or use deceptive redirecting links.
        8. alter or manipulate the UTM parameters provided by Keybe for tracking, or generate their own UTM parameters without prior authorization from Keybe.

    Part C – Additional Terms Applicable to Gold, and Diamond Partners

    This Part C contains terms applicable to Gold, and Diamond Partners in general.

    1. Obligations of Silver, Gold, and Diamond Partners

      The Partner shall be obligated to adhere to the following obligations:

      1. Accept and comply with the terms and conditions set by Keybe.
      2. Participate in training sessions for effective use of the Keybe platform.
      3. Create a partner category account on Keybe and generate your UTM for the registration of each client.
      4. Receive training on internal processes and learn to use effective communication channels with the company’s departments and, where relevant, with your assigned KAM.
      5. Engage in training on Keybe’s external sales processes.
      6. Appropriately use the communication channels assigned for client registration, communication with Keybe, reporting technical issues, and contact with the assigned KAM, including the use of UTM and QR for brand registration and the Keybe corporate email for partners.
      7. Foster and retain your own clients, maintaining and strengthening the relationship with them.
      8. Use Keybe as a sales tool for your own brand or in the personal management of clients
      9. Maintain proactive and constant communication with clients about Keybe updates, acting as an independent provider.
      10. Ensure daily availability to attend to the requirements of your clients.
      11. Assume, along with Keybe, the responsibility for the timely payments of clients, collaborating to ensure that all transactions and billing processes are carried out efficiently and on time.
      12. Conduct promotional activities to highlight the benefits of Keybe to potential clients without the authority to negotiate terms, modify conditions, or sign agreements on behalf of Keybe.
      13. Notify Keybe about potential opportunities with clients and keep confidential the information or documents acquired during service provision, without disclosing such information without Keybe’s written authorization.
      14. Always act clearly as an independent entity, without implying to have legal authority to commit Keybe, and refrain from making false or misleading statements about Keybe’s services/products.
      15. Provide comprehensive first-level support to clients in setting up and using the Keybe platform, including pre-sale and post-sale assistance, customer service, issue resolution, and claims follow-up, all in line with the “Partner and Keybe Support Levels” established in this document.
    2. Enrollment and Maintenance Requirements
      1. Gold Partner
        1. Enrollment Requirements
          1. Must accept the partner agreement on the website: https://keybe.us/legal/#partner-program
          2. Must create their account on the Keybe platform with a partner category.
          3. Generate their link (UTM) from their partner account.
          4. A natural or legal person viable for legally contracting, with an economic activity associated with technology or related to marketing, sales, customer service, and experience processes.
          5. Responsible for the closing, implementation, loyalty, and support of the brands.
          6. Have a point of contact dedicated 100% to the relationship with Keybe and business.
          7. Must use Keybe as a sales tool for their brand or personal client management.
        2. Maintenance Requirements:
          1. Maintain a minimum billing of 2,000 USD based on a monthly plan starting from the second month after affiliation.
          2. Mandatory attendance is required at the weekly training sessions on commercial DEMO, as well as at the periodic meetings intended for the application update.
      2. Diamond Partner
        1. Enrollment Requirements:
          1. Must accept the partner agreement on the website: https://keybe.us/legal/#partner-program
          2. Must create their account on the Keybe platform with a partner category.
          3. Generate their link (UTM) from their partner account.
          4. A natural or legal person viable for legally contracting, with an economic activity associated with technology or related to marketing, sales, customer service, and experience processes.
          5. Responsible for the closing, implementation, loyalty, and support of the brands.
          6. Have a point of contact dedicated exclusively to managing the relationship with Keybe and the development of the business.
          7. Must use Keybe as the main sales tool for their brand or personal client management.
        2. Maintenance Requirements:
          1. Maintain a minimum billing of 8,000 USD based on a monthly plan starting from the second month after affiliation.
          2. Mandatory attendance is required at the weekly training sessions on commercial DEMO, as well as at the periodic meetings intended for the application update.
    3. Benefits
      1. Gold Partners will enjoy the following benefits:
        1. Access to a comprehensive training program on the use and sales strategies of Keybe, designed to maximize success potential. Basic training on the use and sales of Keybe.
        2. Assigned an internal Junior KAM. A dedicated Junior Key Account Manager (KAM) will be provided to support and guide through the sales process and account management.
        3. Basic customer care. Included in the basic customer care service to resolve queries and offer ongoing assistance.
      2. Diamond Partners will have access to the following advantages Access to a comprehensive training program on the use and sales strategies of Keybe, designed to maximize success potential.
        1. Assigned an internal Senior KAM. A dedicated Senior Key Account Manager (KAM) will be provided to support and guide through the sales process and account management.
        2. Allocated a balance of 100.00 USD monthly for communications to clients from the Keybe platform.
        3. Customer Care Prime. Included in the Prime customer care service to resolve queries and offer continuous assistance.
        4. 2 Nitro hours with Keybe sales specialists.
    4. Partner Status Change (Upgrade or Downgrade)
      1. The Partner can enter any of our existing levels, as long as they meet the requirements for each one.
      2. To remain in the chosen level, the Partner must continuously meet the status maintenance requirements while being an active partner of Keybe. A quarterly compliance assessment will be conducted to determine if the status is maintained based on the fulfillment of indicators.
      3. It will be assessed whether the partner has met all the necessary monthly indicators to maintain their partner status, and in case of not meeting the monthly billing requirement, the partner will drop in status level or lose their partner status.
      4. If the Partner meets the requirements 100% in their monthly evaluation, they will be qualified to immediately ascend to the next status level.

      MPORTANT NOTE* IN CASE OF TERMINATING THE RELATIONSHIP WITH KEYBE, IT IS IMPERATIVE TO REMEMBER THAT CLIENTS ACQUIRED THROUGH THE PLATFORM CANNOT BE TRANSFERRED OR WITHDRAWN BY THE OUTGOING PARTNER.

    5. Partner and Keybe Support Levels

      The IT technical support architecture is organized into three levels, adapted to the complexity of inquiries. IT support levels include level 1 for simple inquiries, level 2 for more complex situations, level 3 for specialized support.

      1. Level 1: Managed by the Partner, this level addresses basic inquiries related to initial setup and training, ensuring that clients receive quick assistance for simple queries.
      2. Level 2: For more complex inquiries, contact should be made directly with the Partner Manager or KAM of partners, who will provide more detailed guidance and specific support depending on the situation.
      3. Level 3: In case specialized support is required, inquiries are escalated to Keybe’s Customer Care department. A ticket will be generated through Keybe’s official support system, ensuring structured and professional follow-up until the incident is resolved.

      *These support levels apply both to the commercial relationship between the client and the Partner, as well as between the Partner and Keybe. The internal service levels of the Customer Care area are independent, with specific response times, which are detailed in our general terms and conditions https://keybe.us/legal/#service-agreementsa.

    6. Relationship Management and Communications
      1. Use of the official Keybe Partner email

        The Partner must use the official email provided by Keybe for all communications related to the program’s activities and interactions with their brands. The Partner is expected to maintain professional conduct and align with the values and policies of Keybe in all their communications through this medium.

      2. Use of the direct Chat line with the Partner Manager or Keybe KAM

        The Partner must use the internal Chat connected to the official Keybe line provided by Keybe for all communications related to the program’s activities and interactions with the Partner Manager or KAM Partners at Keybe. The Partner is expected to maintain professional conduct and align with the values and policies of Keybe in all their communications through this medium.

      3. Transparency and honesty:

        Keybe promotes a culture of transparency and honesty in communication with the partner. This involves sharing relevant information in a timely manner and being truthful about the challenges and opportunities facing the collaborative relationship.

    7. Training

      Basic certification included for Gold and Diamond models, which will contain the following structure:

      1. Module 1: The goal of this module is for partners to start identifying with the organizational culture and the reason why we do what we do. How did Keybe start? Why did Keybe start? Our higher purpose. Team of enthusiasts.
      2. Module 2: Sales: focused on the best ways or approaches to sell our product. What brand can be a potential customer? What are the main pains we can solve as a solution? What are our most representative success stories? In what type of industries are we present?
      3. Module 3: Focus on plans. What is the pricing model? How to quote a client?
      4. Module 4: DETAILED functioning of the tool. Smartchat, CDP, Sales funnels, kB Flows, Configuration, Additional menu.
      5. Module 5: Suggestions for implementation plans, ways to implement, and what requirements a client must meet before entering to have a successful implementation process.
      6. Module 6: Proper use of communication channels for internal processes and relationship with different areas and partner portal. How to work properly with your KAM? What inquiries should and can I make through Customer Care channels?
      7. Module 7: Loyalty and retention strategies to implement with your clients.
    8. KPI Area

      The structure for assessing compliance with KPIs for partners is optimized in two distinct phases, ensuring detailed and timely monitoring of objectives, as well as a fair and transparent decision on the partner’s status. This process was designed to foster continuous excellence and adaptability among our partners:

      1. Weekly Objective Tracking: Each week, progress towards the established KPIs will be reviewed, allowing immediate feedback and the possibility of quick adjustments to ensure the achievement of objectives.
      2. Monthly Maintenance Conditions Assessment: At the end of each month, a detailed evaluation will be conducted to verify if the partner has met the necessary conditions to maintain or change their category. This analysis includes not only KPI compliance but also service quality and customer satisfaction. Based on this evaluation, an upgrade or downgrade of the partner category will be determined.

      In addition to monthly evaluations, a comprehensive assessment will be carried out each quarter that will consider the overall performance of the partner, their strategic alignment with the company’s objectives, and their contribution to the partner community. This quarterly review offers a broader perspective of the partner’s value and long-term impact.

    9. Terms and Conditions

      To ensure a complete and transparent understanding of the foundations upon which our collaboration is built, we invite all our partners and interested parties to review in detail the “Terms and Conditions of the Keybe Partner Program.” This essential document is available on our website, specifically in the Legal section. Within it, you will find detailed and comprehensive information covering the critical legal aspects of our commercial relationship, including, but not limited to, the responsibilities and rights of both parties, the conditions under which the use and sale of the Keybe platform are conducted, payment terms, and other fundamental details that must be carefully considered.

    COOKIES POLICY

    Updated on 13 July 2023.

    This Cookies Policy explains what Cookies are and how We use them. You should read this policy so You can understand what type of cookies We use, or the information We collect using Cookies and how that information is used.

    1. What are Cookies?

      A cookie is a file that is downloaded onto your computer when you access certain websites. Cookies allow a website, among other things, to store and retrieve information about a user's browsing habits or their device, and depending on the information they contain and how you use your device, they can be used to recognize the user.

    2. What types of Cookies does this website use?

      This website uses the following types of Cookies:

      Analysis Cookies: These are Cookies that, whether processed by us or by third parties, allow us to quantify the number of users and thus carry out statistical measurement and analysis of the users' utilization of the offered service. To do this, we analyze your browsing on our website in order to improve the range of products or services we offer you.

      Technical Cookies: These are Cookies that allow the user to navigate through the restricted area and use its various features, such as completing the process of purchasing an item.

      Personalization Cookies: These are Cookies that allow the user to access the service with some predefined general characteristics based on a series of criteria on the user's device, such as the language or type of browser through which they connect to the service.

      Advertising Cookies: These are Cookies that, whether processed by this website or by third parties, allow us to manage the advertising spaces on the website as effectively as possible, tailoring the ad content to the requested service content or the use made of our website. To do this, we can analyze your internet browsing habits and show you advertising related to your browsing profile.

      Behavioral advertising Cookies: These are Cookies that allow the management, in the most efficient way possible, of the advertising spaces that, where appropriate, the publisher has included on a website, application, or platform from which the requested service is provided. This type of cookie stores information on the behavior of visitors obtained through the continuous observation of their browsing habits, which allows the development of a specific profile to display advertising based on that profile.

    3. Disabling Cookies

      You can allow, block, or delete the Cookies installed on your computer by configuring the options of the browser installed on your computer.

      Most web browsers offer the possibility to allow, block, or delete the Cookies installed on your device.

      Below, you can access the settings of the most common web browsers to accept, install, or disable Cookies:

    4. Third-Party Cookies

      This website uses third-party services to collect information for statistical purposes and website usage. Google Tag Manager Cookies are used to improve the advertising included on the website. They are used to target advertising based on the content that is relevant to a user, thus improving the quality of the experience when using it.

      Specifically, we use the services of Hotjar and Facebook Connect for our statistics and advertising. Some Cookies are essential for the operation of the site, for example, the built-in search engine.

    5. Warning about Deleting Cookies
    6. You can delete and block all Cookies from this site, but parts of the site may not work or the quality of the website may be affected.

      If you have any questions about our cookie policy, you can contact this website through our Contact channels.

    Keybe KB: Novedades

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