1. Purpose of Site and Uses
The Site provides an interactive online service operated by KeyCard, consisting of promotion and marketing services on behalf of certain merchants (“Merchants”). These Merchants offer KeyCard members unlimited use discount card and or limited use coupons for discounts goods and services. Some coupons may be onsite printable available only to Registered KeyCard members while other coupons may be emailed directly to these Registered KeyCard members of this Site.
To use the Site, you agree:
You are an individual person at least 18 years of age;
You possess the authority to create a binding legal obligation;
Your use of this Site will at all times comply with the terms of this Agreement;
If you elect to create a Registered Account:
a) You may create only one account for your personal use;
b) You must safeguard your password and supervise the use of your account, and understand and agree that you are responsible for
your own use and the use of your account by anyone you allow to access it.
c) You have the right to provide any and all information you submit to the Site, the information is only about yourself, and all such
information is accurate, true, current and complete.
2. Availability of the Site
You acknowledge that there may be interruptions in service or events that are beyond our control. While we use reasonable efforts to keep the Site accessible, the Site may be unavailable from time to time for any reason including, without limitation, routine maintenance. You understand and acknowledge that due to circumstances both within and outside of our control Site access may be interrupted, suspended or terminated. KeyCard retains the right at our sole discretion to deny service, or access to the Site to anyone or an account, at any time and for any reason.
3. Ownership of the Site
The content and information on this Site as well as the infrastructure used to provide both, is proprietary to us or our Merchants and other partners. You agree not to modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell or re-sell any information, software, products or services obtained from or through the Site.
4. Transmission of Information
Because we do not control the security of the Internet or other networks you use to access the Site or communicate with us, we can’t be, and are not responsible for, the security of information that you choose to communicate with KeyCard and the Site while it is being transmitted. In addition, KeyCard is not responsible for any data lost during transmission.
5. Your Conduct on our Site
PLEASE DO NOT ENGAGE IN ANY OF THE FOLLOWING ACTIVITIES, they are prohibited on the Site and constitute express violations of this Agreement:
a) Submitting any purposely inaccurate information, committing fraud or falsifying information in connection with your KeyCard acount.
b) Attempting to, or actually accessing data not intended for you, such as logging into a server or an account which you are not
authorized to access;
c) Attempting to scan, or test the security or configuration of the Site or to breach security or authentication measures without proper
d) Tampering or interfering with the proper functioning of any part, page or area of the Site and any and all functions and services
provided by KeyCard;
e) Attempting to interfere with service to any user in any manner, including, without limitation, by means of submitting a virus to our
Site, or attempts at overloading, “flooding”, “spamming”, “mail bombing” or “crashing” the Site;
f) Using the Site or any of its contents to advertise or solicit, for any other commercial, political or religious purpose, or to compete,
directly or indirectly with KeyCard;
g) Using the Site or any of its resources to solicit Site End Users, Merchants or other business partners of KeyCard to become users
or partners of other online or offline services directly or indirectly competitive or potentially competitive with KeyCard;
h) Using any End User or Merchant information from the Site for any commercial purpose, including, but not limited to, marketing;
i) Accessing, monitoring or copying any content or information from this Site using any robot, spider, scraper or other automated
means or any manual process for any purpose without our express written permission;
j) Violating the restrictions in any robot exclusion headers on this Site or bypassing or circumventing other measures employed to
prevent or limit access to this Site;
k) Acting illegally or maliciously against the business interests or reputation of KeyCard, our Merchants or our services; or
Hyperlinking to the Site from any other website without our initial and ongoing consent.
We also reserve the right to change or discontinue any aspect or feature of our services or the Site including, but not limited to requirements for access or use.
7. Copyright and Trademarks.
Everything located on or in this Site is the exclusive property of KeyCard or is being used with permission. Any copying, distributing, transmitting, posting, linking, deep linking, or otherwise modifying of this site or any part of the site without the express written permission of KeyCard is prohibited. Any violation of this requirement may result in a copyright, trademark or other intellectual property right infringement that may subject you to civil and/or criminal penalties.
This Site contains copyrighted material, trademarks and other proprietary information, including, but not limited to now and in the future, text, software, photos, video, graphics, music and sound. The entire contents of the Site are protected by copyright as a collective work under the United States copyright laws. KeyCard owns a copyright in the selection, coordination, arrangement and enhancement of such content, as well as in the content original to it. You may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part. You may download, print, and/or save copyrighted material for your personal use only. Except as otherwise expressly stated under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material without the express permission of KeyCard or the copyright owner is permitted. If copying, redistribution or publication of copyrighted material is permitted, you will make independent attribution and/or agree to make no changes in or deletion of any author attribution, trademark legend or copyright notice. You acknowledge that you do not acquire any ownership rights by downloading copyrighted material.
KeyCard is a trademark of Fleet Management Services Inc. It, together with other trademarks that are located within or on the Site otherwise owned or operated in conjunction with KeyCard shall not be deemed to be in the public domain but rather the exclusive property of KeyCard,
unless such mark or site is under license from the trademark owner thereof, in which case such license is for the exclusive benefit and use of KeyCard unless otherwise stated.
You will not upload, post or otherwise make available on this Site any material protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right. KeyCard does not have any express burden or responsibility to provide you with indications, markings or anything else that may aid you in determining whether the material in question is copyrighted or trademarked. You will be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights or any other harm resulting from such a submission. By submitting material to any public area of this Site, you warrant that the owner of such material has expressly granted KeyCard the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate and distribute such material (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or hereafter developed for the full term of any copyright that may exist in such material. You also permit any other end user to access, view, store or reproduce the material for that End User's personal use. You also grant KeyCard the right to edit, copy, publish and distribute any material that you make available on this Site.
8. Disclaimer of Warranty.
You expressly agree that use of this site is at your sole risk. Neither KeyCard, it’s subsidiaries, affiliates nor any of their respective employees, agents, merchants, third-party content providers or licensors, or any of their officers, directors, employees or agents, warrant that use of the site will be uninterrupted or error free; nor do they make any warranty as to (i) the results that may be obtained from use of this site, or (ii) the accuracy, reliability or content of any information, service or discounts provided through this site. The site is made accessible on an “as is” and “as available” basis. KeyCard hereby disclaims any and all representations, warranties and conditions, whether express or implied, including, but not limited to, those of title non infringement, merchantability, and fitness for a particular purpose.
9. Limitation of Liability.
We will make every reasonable effort to resolve any disagreements that you have with KeyCard. If those efforts fail, by using this Site you agree that any claim, dispute, or controversy you may have against KeyCard arising out of, relating to, or connected in any way with this Agreement this Site or the purchase our products, shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (“AAA”) and conducted before a single arbitrator pursuant to the applicable Rules and Procedures established by AAA (“Rules and Procedures”). You agree further that: (a) the arbitration shall be held at a location determined by AAA pursuant to the Rules and Procedures (provided that such location is reasonably convenient for you), or at such other location as may be mutually agreed upon by you and KeyCard; (b) the arbitrator shall apply Michigan law consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized at law; (c) there shall be no authority for any claims to be arbitrated on a class or representative basis; arbitration can decide only your and/or KeyCard’s individual claims; and the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated; (d) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, KeyCard will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive; and (e) with the exception of subpart (c) above, if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Rules and Procedures established by AAA, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, subpart (c) is found to be invalid, unenforceable or illegal, then the entirety of this Arbitration Provision shall be null and void, and neither you nor KeyCard shall be entitled to arbitrate their dispute.
11. End User Communications
KeyCard in some instances allows you and other End Users to use the Site to express opinions and communicate through forums, bulletin boards, discussion groups, chat rooms or other communication facilities that may be offered on or through the Site from time to time (collectively “Communications”). KeyCard shall have the right, but not the obligation, to monitor the content within the Communications at any time, for any reason, including to determine compliance with this Agreement and any operating rules established by KeyCard, as well as to satisfy any applicable law, regulation or authorized government request. Without limiting the foregoing, KeyCard shall have the right, but not the obligation, to remove any material from the Communications that KeyCard, in its sole discretion, finds to be in violation of this Agreement or otherwise objectionable. Any opinions, advice, ratings, discussions, comments, and/or other messages or postings of any kind made by you or any other End User to the Communications (collectively, “Comments”), are those of the respective author(s) or distributor(s) and not of KeyCard.
12. Web Sites of Others
The Site contains links to web sites maintained by other parties. These links are provided solely as a convenience to you and not because we endorse or have an opinion about the contents on such web sites. We expressly disclaim any representations regarding the content or accuracy of materials on such web sites or the privacy practices of those web sites. If you decide to access web sites maintained by other parties, you do so at your own risk.
13. Your Comments.
You understand and agree that all Comments are public and not private. Any other person (whether or not a user of KeyCard’s services) may read your Comments without your knowledge. Please do not include any Personal Information (as defined in our Privacy Statement) in your Comments. KeyCard does not control or endorse any Comment found in any part of the Communications, and we specifically disclaim any liability concerning the Comments and the Communications and any actions resulting from your participation in any part of the Communications, including any objectionable content. Any and all Comments you post to our Site are not confidential.
14. License Grant.
By posting Comments or other information on or through the Communications, you grant KeyCard a royalty-free, perpetual, irrevocable, non-exclusive license to use, reproduce, modify, publish, edit, translate, distribute, perform, and display the Comments alone or as part of other works in any form, media, or technology whether now known or hereafter developed without territorial or time limitations, and to sub license such rights through multiple tiers of sub licensees. Your license of any Comments or information submitted above extends to use for promotions, advertising, market research or any other lawful purpose, without limitation.
15. Hold Harmless/Release.
You agree to defend, indemnify and hold harmless KeyCard, its subsidiaries, affiliates and their respective directors, officers, employees and agents from and against all claims and expenses, including attorneys’ fees, arising out of or related to any products or services purchased by you in connection with the Site or any use of the Site in violation of these Terms.
You are solely responsible for your interactions with Merchants and other users of the Site. To the extent permitted under applicable laws, you hereby release KeyCard from any and all claims or liability related to any product or service of a Merchant, any action or inaction by Merchant, including Merchant’s failure to comply with applicable law and/or failure to abide by the terms of KeyCard, and any conduct or speech, whether online or offline, of any other user.
17. Choice of Law.
18. Additional Disclosures.
No waiver by either you or KeyCard of any breach or default or failure to exercise any right allowed under this Agreement is a waiver of any preceding or subsequent breach or default or a waiver or forfeiture of any similar or future rights under our Agreement. The section headings used herein are for convenience only and shall be of no legal force or effect. If any provision of our Agreement is held invalid by a court of competent jurisdiction, such invalidity shall not affect the ability to enforce any and all of the other provisions contained in this Agreement, and the remaining portions of our Agreement shall continue in full force and effect.