TERMS OF USE

Welcome to our website. By using our site, you are agreeing to comply with and be bound by the following terms of use. Please review the following terms carefully. If you do not agree to these terms, you should not use this site. The term "Keyport" or "we" or "us" or "our" refers to Keyport, Inc., the owner of the website. The term "you" refers to the user or viewer of our website.

Acceptance of Agreement

You agree to the terms and conditions outlined in this Terms of Use Agreement ("Agreement") with respect to our site (the "Site"). This Agreement constitutes the entire and only agreement between us and you, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Site, the content, products or services provided by or through the Site, and the subject matter of this Agreement. This Agreement may be amended at any time by us from time to time without specific notice to you. The latest Agreement will be posted on the Site, and you should review this Agreement prior to using the Site.

Copyright

The content, organization, graphics, design, compilation, magnetic translation, digital conversion and other matters related to the Site are protected under applicable copyrights, trademarks and other proprietary (including but not limited to intellectual property) rights. The copying, redistribution, use or publication by you of any such matters or any part of the Site, except as allowed by Section 4 below, is strictly prohibited without the prior written consent of Keyport, Inc.. You do not acquire ownership rights to any content, document or other materials viewed through the Site. The posting of information or materials on the Site does not constitute a waiver of any right in such information and materials. Some of the content on the site is the copyrighted work of third parties.

Service Marks

Keyport, Inc., key-port.com, mykeyport.com, mykeyport.com.au, keyportusa.com, keyport.me, and others are our service marks or registered service marks or trademarks. Other product and company names mentioned on the Site may be trademarks of their respective owners.

Limited License; Permitted Uses

You agree to the terms and conditions outlined in this Terms of Use Agreement ("Agreement") with respect to our site (the "Site"). This Agreement constitutes the entire and only agreement between us and you, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Site, the content, products or services provided by or through the Site, and the subject matter of this Agreement. This Agreement may be amended at any time by us from time to time without specific notice to you. The latest Agreement will be posted on the Site, and you should review this Agreement prior to using the Site.

Restrictions and Prohibitions on Use

Your license for access and use of the Site and any information, materials or documents (collectively defined as "Content and Materials") therein are subject to the following restrictions and prohibitions on use: You may not (a) copy, print (except for the express limited purpose permitted by Section 4 above), republish, display, distribute, transmit, sell, rent, lease, loan or otherwise make available in any form or by any means all or any portion of the Site or any Content and Materials retrieved therefrom; (b) use the Site or any materials obtained from the Site to develop, of as a component of, any information, storage and retrieval system, database, information base, or similar resource (in any media now existing or hereafter developed), that is offered for commercial distribution of any kind, including through sale, license, lease, rental, subscription, or any other commercial distribution mechanism; (c) create compilations or derivative works of any Content and Materials from the Site; (d) use any Content and Materials from the Site in any manner that may infringe any copyright, intellectual property right, proprietary right, or property right of us or any third parties; (e) remove, change or obscure any copyright notice or other proprietary notice or terms of use contained in the Site; (f) make any portion of the Site available through any timesharing system, service bureau, the Internet or any other technology now existing or developed in the future; (g) remove, decompile, disassemble or reverse engineer any Site software or use any network monitoring or discovery software to determine the Site architecture; (h) use any automatic or manual process to harvest information from the Site; (i) use the Site for the purpose of gathering information for or transmitting (1) unsolicited commercial email; (2) email that makes use of headers, invalid or nonexistent domain names, or other means of deceptive addressing; and (3) unsolicited telephone calls or facsimile transmissions; (j) use the Site in a manner that violates any state or federal law regulating email, facsimile transmissions or telephone solicitations; and (k) export or re-export the Site or any portion thereof, or any software available on or through the Site, in violation of the export control laws or regulations of the United States.

Forms, Agreements & Documents

We may make available through the Site or through other websites sample and actual forms, checklists, business documents and legal documents (collectively, "Documents"). All Documents are provided on a non-exclusive license basis only for your personal one-time use for non-commercial purposes, without any right to re-license, sublicense, distribute, assign or transfer such license. Documents are provided without any representations or warranties, express or implied, as to their suitability, legal effect, completeness, currentness, accuracy, and/or appropriateness. THE DOCUMENTS ARE PROVIDED "AS IS", "AS AVAILABLE", AND WITH "ALL FAULTS", AND WE AND ANY PROVIDER OF THE DOCUMENTS DISCLAIM ANY WARRANTIES, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. The Documents may be inappropriate for your particular circumstances. Furthermore, state laws may require different or additional provisions to ensure the desired result. You should consult with legal counsel to determine the appropriate legal or business documents necessary for your particular transactions, as the Documents are only samples and may not be applicable to a particular situation. Some Documents are public domain forms or available from public records.

No Legal Advice or Attorney-Client Relationship

Information contained on or made available through the Site is not intended to and does not constitute legal advice, recommendations, mediation or counseling under any circumstance and no attorney-client relationship is formed. We do not warrant or guarantee the accurateness, completeness, adequacy or currency of the information contained in or linked to the Site. Your use of information on the Site or materials linked to the Site is entirely at your own risk.

Linking to the Site

You may provide links to the Site, provided (a) that you do not remove or obscure, by framing or otherwise, advertisements, the copyright notice, or other notices on the Site, (b) your site does not engage in illegal or pornographic activities, and (c) you discontinue providing links to the Site immediately upon request by us.

Advertisers

The Site may contain advertising and sponsorships. Advertisers and sponsors are responsible for ensuring that material submitted for inclusion on the Site is accurate and complies with applicable laws. We are not responsible for the illegality or any error, inaccuracy or problem in the advertiser's or sponsor's materials.

Registration

Certain sections of, or offerings from, the Site may require you to register. If registration is requested, you agree to provide us with accurate, complete registration information. Your registration must be done using your real name and accurate information. Each registration is for your personal use only and not on behalf of any other person or entity. We do not permit (a) any other person using the registered sections under your name; or (b) access through a single name being made available to multiple users on a network. You are responsible for preventing such unauthorized use.

Errors, Corrections and Changes

We do not represent or warrant that the Site will be error-free, free of viruses or other harmful components, or that defects will be corrected. We do not represent or warrant that the information available on or through the Site will be correct, accurate, timely or otherwise reliable. We may make changes to the features, functionality or content of the Site at any time. We reserve the right in our sole discretion to edit or delete any documents, information or other content appearing on the Site. Actual Keyport products may differ from those illustrated on the website. Keyport, Inc. reserves the right to alter the design and specifications as well as to change the accessories without notice.

Third Party Content

Third party content may appear on the Site or may be accessible via links from the Site. We are not responsible for and assume no liability for any mistakes, misstatements of law, defamation, omissions, falsehood, obscenity, pornography or profanity in the statements, opinions, representations or any other form of content on the Site. You understand that the information and opinions in the third party content represent solely the thoughts of the author and is neither endorsed by nor does it necessarily reflect our belief.

Unlawful Activity

We reserve the right to investigate complaints or reported violations of this Agreement and to take any action we deem appropriate, including but not limited to reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to your profile, email addresses, usage history, posted materials, IP addresses and traffic information.

Indemnification

You agree to indemnify, defend and hold us and our partners, agents, officers, directors, employees, subcontractors, successors, assigns, third party suppliers of information and documents, attorneys, advertisers, product and service providers, and affiliates (collectively, "Affiliated Parties") harmless from any liability, loss, claim and expense, including reasonable attorney's fees, related to your violation of this Agreement or use of the Site.

Nontransferable

Your right to use the Site is not transferable or assignable. Any password or right given to you to obtain information or documents is not transferable or assignable.

Disclaimer

Although information on this Site has been carefully checked for accuracy, no guarantee is given to the completeness and correctness of the Contents, including but not limited to the product specifications, functions, and prices. The product introduction, prices or other marketing and promotional information does not constitute an offer for sale. You should contact Keyport, Inc. for the most recent information on Keyport products and services.

All content on this Web Site is provided "as is" and without warranties of any kind either express or implied. Keyport, Inc. disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose, other than those warranties which, under the U.S. laws applicable to these Terms, are implied by law and are incapable of exclusion, restriction or modification. Neither Keyport, Inc., its affiliated or related entities, nor the providers, nor any person involved in the creation, production, and distribution of this Web Site warrant that the functions contained in this Web Site will be uninterrupted or error-free, that defects will be corrected, or that the server that makes the content available is free of viruses or other harmful components. The content that you access on this Web Site is provided solely for your convenience and/or marketing purposes. Keyport, Inc. does not warrant or make any representations regarding the results that may be obtained from the use of this Web Site, or as to the reliability, accuracy or currency of any information content, service and/or merchandise acquired pursuant to your use of this Web Site unless a separate warranty is provided with the purchase of merchandise.

THE INFORMATION, CONTENT AND DOCUMENTS FROM OR THROUGH THE SITE ARE PROVIDED "AS-IS," "AS AVAILABLE," WITH "ALL FAULTS", AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED (INCLUDING BUT NOT LIMITED TO THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE). THE INFORMATION AND SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. WE AND OUR AFFILIATED PARTIES HAVE NO LIABILITY WHATSOEVER FOR YOUR USE OF ANY INFORMATION OR SERVICE, EXCEPT AS PROVIDED IN SECTION 17(b). 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. THE NEGATION AND LIMITATION OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU. THIS SITE AND THE PRODUCTS, SERVICES, DOCUMENTS AND INFORMATION PRESENTED WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH THE SITE OR OTHERWISE SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT.

ALL RESPONSIBILITY OR LIABILITY FOR ANY DAMAGES CAUSED BY VIRUSES CONTAINED WITHIN THE ELECTRONIC FILE CONTAINING A FORM OR DOCUMENT IS DISCLAIMED.

Limitation of Liability

(1) We and any Affiliated Party shall not be liable for any loss, injury, claim, liability, or damage of any kind resulting in any way from (a) any errors in or omissions from the Site or any services or products obtainable therefrom, (b) the unavailability or interruption of the Site or any features thereof, (c) your use of the Site, (d) the content contained on the Site, or (e) any delay or failure in performance beyond the control of a Covered Party.

(2) THE AGGREGATE LIABILITY OF US AND THE AFFILIATED PARTIES IN CONNECTION WITH ANY CLAIM ARISING OUT OF OR RELATING TO THE SITE AND/OR THE PRODUCTS, INFORMATION, DOCUMENTS AND SERVICES PROVIDED HEREIN OR HEREBY SHALL NOT EXCEED $100 AND THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES WHICH YOU MAY HAVE AGAINST US AND ANY AFFILIATED PARTY.

We reserve the right to investigate complaints or reported violations of this Agreement and to take any action we deem appropriate, including but not limited to reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to your profile, email addresses, usage history, posted materials, IP addresses and traffic information.

Use of Information

We reserve the right, and you authorize us, to the use and assignment of all information regarding Site uses by you and all information provided by you in any manner consistent with our Privacy Policy. All remarks, suggestions, ideas, graphics, or other information communicated by you to us (collectively, a "Submission") will forever be our property. We will not be required to treat any Submission as confidential, and will not be liable for any ideas (including without limitation, product, service or advertising ideas) and will not incur any liability as a result of any similarities that may appear in our future products, services or operations. Without limitation, we will have exclusive ownership of all present and future existing rights to the Submission of every kind and nature everywhere. We will be entitled to use the Submission for any commercial or other purpose whatsoever, without compensation to you or any other person sending the Submission. You acknowledge that you are responsible for whatever material you submit, and you, not us, have full responsibility for the message, including its legality, reliability, appropriateness, originality, and copyright.

Third-Party Services

We may allow access to or advertise certain third-party product or service providers ("Merchants") from which you may purchase certain goods or services. You understand that we do not operate or control the products or services 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 Merchants. You agree that use of or purchase from such Merchants is AT YOUR SOLE RISK AND IS WITHOUT WARRANTIES OF ANY KIND BY US, EXPRESSED, IMPLIED OR OTHERWISE INCLUDING WARRANTIES OF TITLE, FITNESS FOR PURPOSE, MERCHANTABILITY OR NON-INFRINGEMENT. UNDER NO CIRCUMSTANCES ARE WE LIABLE FOR ANY DAMAGES ARISING FROM THE TRANSACTIONS BETWEEN YOU AND MERCHANTS OR FOR ANY INFORMATION APPEARING ON MERCHANT SITES OR ANY OTHER SITE LINKED TO OUR SITE.

Third-Party Merchant Policies

All rules, policies (including privacy policies) and operating procedures of Merchants will apply to you while on any Merchant sites. We are not responsible for information provided by you to Merchants. We and the Merchants are independent contractors and neither party has authority to make any representations or commitments on behalf of the other.

Privacy Policy

Our Privacy Policy, as it may change from time to time, is a part of this Agreement. You must review this Privacy Policy by clicking here.

Payments

You represent and warrant that if you are purchasing something from us or from Merchants that (i) any credit information you supply is true and complete, (ii) charges incurred by you will be honored by your credit card company, and (iii) you will pay the charges incurred by you at the posted prices, including any applicable taxes.

Securities Laws

The Site may include statements concerning 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), that are forward-looking statements. These statements are based upon a number of assumptions and estimates which are subject to significant uncertainties, many of which are beyond our control. When used on our Site, words like "anticipates," "expects," "believes," "estimates," "seeks," "plans," "intends," "will" and similar expressions are intended to identify forward-looking statements designed to fall within securities law safe harbors for forward-looking statements. The Site and the information contained herein does not constitute an offer or a solicitation of an offer for sale of 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 filings or documents.

Links to other Web Sites

The Site contains links to other websites. We are not responsible for the content, accuracy or opinions express in such websites, and such websites are not investigated, monitored or checked for accuracy or completeness by us. Inclusion of any linked website on our Site does not imply approval or endorsement of the linked website by us. If you decide to leave our Site and access these third-party sites, you do so at your own risk.

Copyrights and Copyright Agents

We respect the intellectual property of others, and we ask you to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide our Copyright Agent the following information:

a. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
b. A description of the copyrighted work that you claim has been infringed;
c. A description of where the material that you claim is infringing is located on the Site;
d. Your address, telephone number, and email address;
e. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
f. A statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

Our Copyright Agent for Notice of claims of copyright infringement on the Site can be reached by directing an e-mail to the Copyright Agent at helpdesk@mykeyport.com.

Information and Press Releases

The Site contains information and press releases about us. We disclaim any duty or obligation to update this information or any press releases. Information about companies other than ours contained in the press release or otherwise, should not be relied upon as being provided or endorsed by us.

Legal Compliance

You agree to comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the Site and the Content and Materials provided therein.

Shipping

I. Keyport, Inc. utilizes third-party carriers to deliver your order and is not liable for delivery problems caused by these carriers. Refused or undeliverable orders are not a valid reason for refund, and the reshipment of the order will be at the customer's expense. In the event an order is lost, misplaced or damaged while in transit, a notification of non-receipt must be sent via e-mail to helpdesk@mykeyport.com or by phone at 1-855-539-7678 and include the invoice number. Packages shipped outside of the country of origin may be charged a duty based on the receiving country's import tax. Keyport, Inc. is not responsible for the payment of this fee.

II. Keyport, Inc. does not refund, cancel or credit if the service failure is caused, in whole or in part, by acts of God, weather conditions, environmental or dangerous goods incidents, perils of the air, public enemies, public authorities acting with actual or apparent authority, acts or omissions of customs officials, authority of law, quarantine, riots, strikes, work stoppages or slowdowns, or other labor disputes or disturbances, civil commotions or hazards incident to a state of war, local or national disruptions in ground or air transportation networks or systems due to events beyond our control, disruption or failure of communication and information systems, disruption or failure of utilities, or other circumstances beyond our control.

III. We process and ship orders Monday through Friday, excluding major Holidays. We will not be processing or shipping on: January 1, 2011 (New Year's Day) May 30, 2011 (Memorial Day) July 04, 2011 (Independence Day) September 5, 2011 (Labor Day) November 25, 2011 (Thanksgiving Day) November 26, 2011 (Day After Thanksgiving) December 26, 2011 (Christmas Day Observed) December 31, 2011 (New Year's Eve) January 02, 2012 (New Year's Day Observed)

Refund and Return Policy

To the extent that you purchase any goods or services directly from us, we will refund you your purchase price, excluding shipping and handling fees, within 30 days of you notifying us in writing of your desire for the refund, together with the reason for the request, with the product or service returned to us in substantially the same condition as when purchased. Please note, however, that certain products and services mentioned on our site are sold by third parties or are linked to third party Web sites, and we have no responsibility or liability for those products or services. You may obtain any additional information concerning our refund and return policy, including our mailing address, by contacting us at helpdesk@mykeyport.com.

1. A 15% restocking fee will be charged on all USA & Canada returns of any opened product, unless defective or prohibited by law. A restocking fee of 25% will be charged on all opened International returns, unless defective or prohibited by law. If a returned item is not in new condition, including Blades,or any accessories are missing, the full purchase price will not be refunded or credited.

Miscuts:

If a customer receives a Keyport, Inc. Blade that is miscut by a 3rd party locksmith, one of the following resolutions will be offered:

I. If Keyport, Inc. Blade(s) are taken to a non-certified locksmith to be cut or reproduced, a refund will not be offered. Instead, Keyport, Inc. will offer a 50% discount code or store credit for each miscut Blade. The customer will be responsible for all shipping expenses.

II. If Keyport, Inc. Blades are taken to a certified locksmith to be cut or reproduced, a refund will not be offered. Instead, a discount or store credit will be given. This discount or credit will be valid for a replacement of each miscut Blade. Keyport, Inc. will mail the replacement Blade(s) via a shipping method at our discretion.

Misidentifications

If a Keyport, Inc. locksmith misidentifies a customer's key(s), one of the following resolutions will be offered:

I. Keyport, Inc. will have a locksmith re-identify the key(s) and will send out the replacement Blade(s) via a shipping method at it's discretion. The customer will be mailed or emailed a pre-paid return label for the return of the misidentified Blade(s)

II. Keyport, Inc. will mail or email the customer a pre-paid return label. This label shall be used to return the misidentified Blade(s) to Keyport, Inc. at: 3155 W. Tompkins Ave., Las Vegas, NV 89103. The customer may be also given the option to mail their original key(s) to Keyport, Inc. so they may be reproduce and/or cut at Keyport, Inc.'s office location. This decision and any charge associated with this service will be made at Keyport, Inc.'s discretion.

III. Keyport, Inc. is not responsible or liable for customer's mailing items to Keyport, Inc. that are: lost in transit, stolen while in transit, damaged in transit, incorrectly packaged, or if failure is caused, in whole or in part, by acts of God, weather conditions, environmental or dangerous goods incidents, perils of the air, public enemies, public authorities acting with actual or apparent authority, acts or omissions of customs officials, authority of law, quarantine, riots, strikes, work stoppages or slowdowns, or other labor disputes or disturbances, civil commotions or hazards incident to a state of war, local or national disruptions in ground or air transportation networks or systems due to events beyond our control, disruption or failure of communication and information systems, disruption or failure of utilities, or other circumstances beyond our control.

Keyport, Inc. highly recommends that all items being sent to Keyport, Inc. be sent with a shipping method that can be tracked while in transit.

IV .If Keyport, Inc. replaces a product prior to the customer returning their defective product, Keyport, Inc. has the right to bill the customer for the retail amount of said product if:

1. The defective product has not been returned to Keyport, Inc. by the 30th day after the resolution date.

a. However, if a defective product is lost, damaged, or stolen while in transit for return to Keyport, Inc. and it can be verified via a tracking number, please contact Keyport, Inc. at 1-855-539-7678 to discuss the available options.

Custom Conversions

A Custom Conversion is a permanent modification to an original key you send to us. If you opt to send in your Custom/High-Security keys for Conversion, the metal/plastic head of the key will be removed and a Keyport Skull will be attached. This allows the original key to function inside a Keyport device. Custom Conversions have an extremely high success rate; however, there is a chance the key can get damaged during this process, depending on the structural integrity of the key being used. It is recommended that you have one or more copies of this key, in the rare case that damage is done during the Conversion. The customer understands this risk prior to sending in their key and that Keyport will not be liable for any out of pocket expenses to replace said key. If a duplicate key is sent in its place, Keyport will Convert it, at no charge. The same limited liability terms apply to the replacement key.

Auto Key Conversions

If you opt to send in a transponder-chipped auto key for Custom Conversion, the metal/plastic head of the key will be removed and the original transponder chip will be harvested. The harvested transponder chip will be securely glued into a Chip Insert. The remaining shank will be converted or duplicated to a Keyport compatible Auto Blade. If your auto shank cannot be Converted, typically due to limited space, a duplicate will be made on the matching Keyport Blade blank. Keyport will keep the original key shank in case of a miscut and it will then be recycled 30 days after order completion. If your auto chip cannot be harvested, Keyport will send you an unprogrammed transponder chip to be cloned or programmed by a third party auto locksmith or dealer at your expense. Keyport may scan, read, and record the transponder chip data upon receiving the original key from the customer. Keyport will then read the chip after it is harvested from the original key to ensure it is still functional. Keyport may opt to clone the original chip instead of harvesting on a case by case basis. If a harvested chip does not work in the customer's Keyport device for any reason and all troubleshooting has been exhausted, Keyport will send the customer a blank or duplicated aftermarket shell key for the original chip to restore it to its original working state. Keyport will not pay for a third party to duplicate or restore the key. Custom Conversions have an extremely high success rate; however, some transponder chips and key shanks may get damaged during the conversion process. It is recommended that you have one or more copies of this key, in the rare case it is damaged during the conversion process. The customer understands this risk prior to sending in their key and that Keyport will not be liable for any out of pocket expenses to replace said key. If a duplicate key is sent in its place, Keyport will Custom Convert it, at no charge. The same limited liability terms apply to the replacement key. If a duplicate key cannot be sent, Keyport will provide an un-programmed transponder chip and, depending on which item is damaged, a cut or uncut copy of the Auto Blade. Keyport will not be responsible for any out of pocket expense to have this unprogrammed transponder chip programmed or cloned by a third party locksmith or dealer, nor the expense to duplicate the Auto Blade. If a transponder chip will not program for a particular vehicle for any reason at any time during the process, the customer may return the chip for a refund. Keyport is not responsible for any shipping or third party fees associated with Auto Blade duplication or transponder chip programming.

On-Board Programmable (OBP) Keys

Some vehicles are OBP, which means the customer can program a transponder chip based on a set of OBP instructions provided by Keyport. On-Board Programming has an extremely high success rate; however, some vehicles may not program successfully for a variety of internal and external factors. If the customer elects to have a blank transponder chip sent to them for an OBP vehicle, and the chip will not program, the customer may either send Keyport an already programmed chip for Custom Conversion at no extra cost, or take the transponder chip to an auto locksmith or dealer for programming or cloning. Keyport is not liable for the costs associated with 3rd party programming.

Keyport, Inc. Inserts

All Keyport, Inc. Inserts are thoroughly tested prior to being shipped to the customer. If a customer receives a Keyport, Inc. Insert that does not work as specified by Keyport, Inc., one of the following resolutions will be offered:

1. If a customer would like a replacement of the same Insert, Keyport, Inc. will mail the replacement Insert and mail or email a pre-paid return label to the customer for the return of the defective Insert.

2. If a customer would like a refund for a defective Insert, Keyport, Inc. will mail or email a pre-paid return label to the customer for the return of the defective Insert. Once the Insert has been delivered and inspected by a Keyport Customer Care Representative, a refund for the amount paid will be processed. This refund may take 2-3 business days to appear on the customer's card statement.

If Keyport, Inc. replaces a product prior to the customer returning their defective product, Keyport, Inc. has the right to bill the customer for the retail amount of said product if:

a. The defective product has not been returned to Keyport, Inc. by the 30th day after the resolution date. However, if a defective product is lost, damaged, or stolen while in transit for return to Keyport, Inc. and it can be verified via a tracking number, please contact Keyport, Inc. at 1-855-539-7678 to discuss the available options.

Miscellaneous

This Agreement shall be treated as though it were executed and performed in Las Vegas, Nevada, and shall be governed by and construed in accordance with the laws of the State of Nevada (without regard to conflict of law principles). Any cause of action by you with respect to the Site (and/or any information, Documents, products or services related thereto) must be instituted within one (1) year after the cause of action arose or be forever waived and barred. All actions shall be subject to the limitations set forth in Section 16 and Section 17. The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against any party. This Agreement and all incorporated agreements and your information may be automatically assigned by us in our sole discretion to a third party in the event of an acquisition, sale or merger. Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect. To the extent that anything in or associated with the Site is in conflict or inconsistent with this Agreement, this Agreement shall take precedence. Our failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision. Our rights under this Agreement shall survive any termination of this Agreement.

Governing Law and Jurisdiction

Unless otherwise specified, the content contained in this Web Site is presented solely for your convenience and/or marketing purposes. This Web Site is controlled and operated by Keyport, Inc. from its offices within the State of Nevada, United States of America. Keyport, Inc. makes no representation that content in its Web Site is appropriate or available for use in other locations. Those who choose to access this Web Site from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. These Terms shall be governed by, construed and enforced in accordance with the laws of the State of Nevada, as it is applied to agreements entered into and to be performed entirely within such State. Any action you, any third party or Keyport, Inc. bring to enforce these Terms or, in connection with, any matters related to this Web Site shall be brought only in either the state or Federal Courts located in Las Vegas, Nevada, and you expressly consent to the jurisdiction of said courts. If any provision of these Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.

KEYPORT AFFILIATE PROGRAM TERMS & CONDITIONS

Please read our affiliate terms and conditions carefully before you join our program or begin marketing of our program. These terms and conditions are written in plain terms intentionally avoiding legalese to ensure that they may be clearly understood and followed by affiliates. Adherence to the terms and conditions provides that our Keyport affiliate program is sustainable and profitable for both Keyport and our affiliates. It is each Affiliate's responsibility to ensure compliance at all times and each affiliate is solely responsible for the actions of employees, agents or contractors acting on that affiliate's behalf. Thank you.

DEFINITIONS

As used in the below Terms: (i) "We", "us", or "our" refers to Keyport, Inc. and our website; (ii) "you" or "your" refers to the Affiliate; (iii) "our website" refers to the Keyport, Inc. properties located at www.mykeyport.com; (iv) "your website" refers to any websites that you will link to our website; (v) "Program" refers to the Keyport Affiliate Program.

ENROLLMENT

After receiving your application, we will review your website and notify you of your acceptance or rejection into our Program. Please allow up 48 hours for your application to be reviewed. We reserve the right to reject any application, however we encourage you to contact us if you feel we have made an incorrect decision. Including all of the websites that you use in your profile will help us make a better decision.

WEBSITE RESTRICTIONS

Your participating website(s) may not:

1. Infringe on our or any other person's or entity's intellectual property, publicity, privacy or other rights.
2. Violate any law, rule or regulation.
3. Contain any content that is threatening, harassing, defamatory, obscene, harmful to minors, or contains nudity, pornography or sexually explicit materials.
4. Contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or personal information.
5. Contain software or use technology that attempts to intercept, divert or redirect Internet traffic to or from any other website, or that potentially enables the diversion of affiliate commissions from another website.

LINKING TO OUR WEBSITE

Upon acceptance into the Program, links will be made available to you through the affiliate interface. Your acceptance in our program means you will agree to and abide by the following.

1. You agree that you will only use linking code obtained from the affiliate interface without manipulation.
2. All domains that use your affiliate link must be listed in your affiliate profile.
3. You hereby agree that your Website will not in any way copy, resemble, or mirror the look and feel of our Website. You will also not use any means to create the impression that your Website is our Website or any part of our Website including, without limitation, framing of our Website in any manner.
4. Cookie stuffing, pop-ups, false or misleading links are strictly prohibited. In addition, wherever possible, you will not attempt to mask the referring url information (i.e. the page from where the click is originating).
5. Using redirects to bounce a click off of a domain from which the click did not originate in order to give the appearance that it came from that domain is expressly prohibited and is a direct violation of the program terms.

If you are found redirecting links to hide or manipulate their original source, your current and past commissions will be voided or your commission level will be set to 0%. This does not include using "out" redirects from the same domain where the affiliate link is placed.

PPC GUIDELINES

If you are enrolled in our Program and participate in PPC advertising, you must adhere to our PPC guidelines as follows:

1. You may not bid on any of our trademarked terms, including any variations or misspellings thereof for search or content based campaigns on Google, MSN, Yahoo or any other network.
2. You may not use our trademark terms in sequence with any other keyword (i.e. Keyport Coupons).
3. You may not use our trademarked terms in your ad title, ad copy, display name or as the display url.
4. You may not direct link to our website from any Pay Per Click ad or use redirects that yield the same result. Affiliates must be directed to an actual page on your website.
5. You may not bid in any manner, appearing higher than Merchant for any search term in position 1-5 in any auction style pay-per-click advertising program.

If you automate your PPC campaigns, the responsibility is yours to exclude our trademark terms from your program and we bly suggest you add our trademarked terms as negative keywords. We have a strict no tolerance policy on PPC trademark bidding. We will not enter a discussion about when the violation started and when it stopped; you will forfeit all commissions for a minimum of the past 30 days and your commission will be set to 0% without warning.

Trademarked & Prohibited Terms: Keyport, mykeyport.com, www.mykeyport.com

COUPON GUIDELINES

If you are enrolled in our Program and your Website promotes coupon codes, you must adhere to our Coupon Guidelines as follows:

1. You may ONLY advertise coupon codes that are provided to you through the affiliate program or network.
2. You may NOT advertise coupon codes obtained from our non-affiliate advertising, customer e-mails,  paid search, or any other campaign.
3. On click through, you must link directly to our website. Framing of our website is strictly prohibited.
4. Cookie Stuffing: You must not mislead customers into clicking on an offer or coupon that does not exist or practice similarly deceptive tactics that are generally accepted as "cookie stuffing." These include, but are not limited to:

1. Using knowingly expired offers or presenting offers that do not exist or are not affiliate offers.
2. Making claims that a user must click on a link first to activate or receive an offer.
3. Presenting a button that claims to show all offers that sets the affiliate cookie in the background.
4. Technology that generates a click or sets the cookie from the action of copying a coupon code or though a pop under.

Additionally, if your website ranks on the first page of Google for terms related to our website or company name(s) combined the words coupon, coupons, coupon code, promo code, etc and/or your conversion rate exceeds 25%, you may be offered a lower commission than our standard rate to offset the reduced profitably of orders. The current rate is 2%.

DOMAIN NAMES

Use of any of our trademarked terms as part of the domain or sub-domain for your website is strictly prohibited i.e. mykeyportwebsite.com or www.mykeyport-coupons.com

ADVERTISING & PUBLICITY

You shall not create, publish, distribute, or print any written material that makes reference to our Program without first submitting such material to us and receiving our prior written consent. If you intend to promote our Program via e-mail campaigns, you must adhere to the following:

1. Abide by the CAN-SPAM Act of 2003 (Public Law No. 108-187) with respect to our Program.
2. E-mail must be sent on your behalf and must not imply that the e-mail is being sent on behalf of Keyport.
3. E-mails must first be submitted to us for approval prior to being sent or we must be sent a copy of the e-mail.

SOCIAL MEDIA

Promotion on Facebook, Twitter, and other social media platforms is permitted following these general guidelines:

1) You ARE allowed to promote offers to your own lists; more specifically, you're welcome to use your affiliate links on your own Facebook, Twitter, etc. pages. For example: You can post, "25% off sale at Keyport through Wednesday with code Keyport25."

 2) You ARE PROHIBITED from posting your affiliate links on Company pages in an attempt to turn those sales into affiliate sales. It is not permitted to use the @ symbol so that your post shows up on the merchant's page. For example, you cannot post, "25% off sale at @ Keyport through Wednesday with code Keyport25."

REVERSAL & COMMUNICATION POLICY

Keyport takes pride in our very low reversal rate, which we attribute to open communication with our affiliates. However, we reserve the right to reverse orders due to order cancellations, duplicate tracking, returns, disputed charges, and program violations as outlined in these terms and conditions.

Additionally, if we ask you for clarification or more information on any orders or clicks that we suspect may be in violation of our terms and conditions, we expect that you will respond in a timely and honest manner. Below are violations of our communications policy.

1) You are not forthcoming, intentionally vague or are found to be lying.
2) You are not responsive within a reasonable time period and after multiple attempts to contact with information listed in your network profile.
3) You cannot substantiate or validate the source of your traffic to our program with clear and demonstrable proof.

If any of the above apply, then we reserve the absolute right to reverse orders, set your commission to 0% or suspend you from the program for the period or orders in question. We know that many violations are a result of automated processes; however it is incumbent upon each affiliate to ensure that they have the appropriate checks and balances in place to pro-actively address these issues and adhere to our program rules.

PROHIBITION AGAINST SOLICITATION FOR NEW YORK STATE RESIDENT AFFILIATES

As a condition of its participation in the Keyport Affiliate Program, Affiliate agrees that its solicitation activities on behalf of Keyport within the State of New York shall be limited to only providing a link on Affiliate's website to Keyport's own website. Affiliate acknowledges that under current New York State law, further solicitation and promotional activities by Affiliate within New York State may render Keyport liable for collecting New York State sales tax on all sales to New York customers. Therefore, as a condition of participation in the Keyport Affiliate Program, Affiliate is prohibited from engaging in any solicitation activities in New York State intended to refer potential customers to Keyport including, but not limited to: (i) distributing flyers, coupons, newsletters and other printed materials, or electronic equivalents of such materials; (ii) engaging in verbal solicitation, including in-person referrals or initiating telephone calls; and (iii) sending emails intended to refer customers to Keyport. Proof of compliance must be sent to Keyport on an annual basis (by May 31 of each year) or affiliate may be removed from the program.

The following paragraph only applies to affiliates that constitute organizations, clubs and nonprofit groups. Affiliate shall maintain prominently on its website information alerting its members to the prohibition against solicitation activities in New York State as described above.

© 2014 Keyport, Inc. & Acceleration Partners LLC.