CVKey Terms of Service
Last Updated: June 3, 2020
SafePassCV, Inc., a 501(c)(3)
DBA: The CVKey Project
6900 College Blvd., Suite 840
Overland Park, KA 66211
CVKey is a non-profit initiative operated by SafePassCV, Inc., a Kansas based 501(c)(3) non-profit corporation (“CVKey”). CVKey provides a suite of privacy-first software applications to help public health officials, business owners, and community members respond to public health incidents.
Important Notice Regarding Arbitration
When you agree to these terms, by creating an account or using the Sites or any of the Services, you are agreeing, with limited exception, to resolve any disputes between you and CVKey through binding individual arbitration rather than in court. Please carefully review the section entitled “Dispute Resolution” for details regarding arbitration and the procedure to opt out of arbitration, should you choose to do so.
CVKey is not a Substitute for Medical Advice or Treatment
No information provided by CVKey should be construed as medical advice. Our Services are intended to help communicate relevant public health information from publicly available sources to our users, whether the information comes from government agencies, local public health agencies, researchers, or from the communities members may choose to join. Our services are not meant to take the place of consultation with a health care provider or to diagnose or treat conditions. If you need emergency medical treatment, assistance, diagnosis, or medication, please call 911 or your local emergency number.
Changes to Terms and Services
Our Services are evolving, and hence we may update them and the Terms from time to time. If we modify the Terms, updates will be provided either by posting the updated Terms on our Sites or Apps or through other communications. It is important that you review the Terms whenever we update them or you use the Services. If you continue to use the Services after we have posted updated Terms, you are agreeing to be bound by the updated Terms. If you don’t agree to be bound by the updated Terms, then, except as otherwise provided in the section entitled “Effect of Changes on Arbitration,” you may not use the Services anymore. We may, at our sole discretion, change or discontinue all or any part of the offerings we provide via our Services, at any time and without notice.
A “Community” is a social space outside the home where people come together. There are two types of communities at CVKey: geographic regions and place-based communities. Geographic regions are Counties or States. Place-based communities are privately operated places where enough people gather to require rules to ensure public safety. Examples are Universities, Stadiums, and large corporate campuses.
“Community Members” (or “Members”) are the largest group of our Users. They ultimately use the App as a type of entry pass that gets them admission into different locations in their community, or communities.
Community Managers” (or “Managers”) are individuals appointed by the Community Administrators to perform certain roles across the community. For instance, some Managers will help Community Members get their health status updated by verifying the Member’s test result. Other Managers will help Community Members with in person verification of their IDs, where the community requires it.
“Community Administrators” (or “Admins”) are generally employees or staff of a community and are responsible for appointing Managers, establishing community policies, and generally overseeing the implementation of our Services for your Community.
Accessing the Services
You are responsible for obtaining the data network access necessary to use the Services. Your mobile network's data and messaging rates and fees may apply if you access or use the Services from your device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and Applications and any updates thereto. CVKey does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications. CVKey reserves the right to modify, revise, or remove the Services we provide, including the Sites, at CVKey’s sole discretion without notice. CVKey may restrict access to some parts of the Sites, Apps, or other Services. CVKey will not be liable for any outages to the Sites or other Services that may occur, for whatever reason.
Who May Use the Services?
Content Ownership, Responsibility and Removal
- Definitions: For purposes of these Terms: (i) “Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided, or otherwise made available through the Services; and (ii) “User Content” specifically means any Content that visitors, registered users, Members, Managers, or Admins provide to be made available through the Services including without limitation, any audio, images, video, reviews, ratings, and Feedback (defined below) you provide. Content includes, without limitation, User Content.
- Our Content Ownership: CVKey does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your User Content. Subject to the foregoing, CVKey and its licensors exclusively own all right, title, and interest in and to its own Services and Content, including all associated intellectual property rights. You acknowledge that CVKey’s Services and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying CVKey’s Services or Content.
- Your Responsibility for User Content: You are solely responsible for all the User Content that you upload, post, provide, or otherwise make available to CVKey. Please carefully review the representations and warranties related to User Content in the Representations and Warranties section below.
- No Obligation by CVKey to Monitor User Content: You agree that CVKey is neither obligated to, nor responsible for, examining, reviewing, approving, or warranting User Content, and that you are solely responsible for your User Content and liable for any complaints or claims related to your User Content.
- Disclosure of User Content. CVKey reserves the right to access and disclose User Content - to the extent that CVKey possesses it - if we believe it is necessary to (i) satisfy applicable law, regulation, legal process, or governmental request, (ii) enforce these Terms, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of us, our users and the public.
- Rights in Content Granted by CVKey: Subject to your compliance with these Terms, CVKey grants you a limited, non-exclusive, non-transferable license, with no right to sublicense, to download, view, copy, display, and print Content made available to you by CVKey solely in connection with your permitted use of the Services and solely for your non-commercial purposes.
We welcome feedback, comments, and suggestions for improvements to the Services (“Feedback”). You can submit Feedback by emailing us at firstname.lastname@example.org. Please note though that we may use, copy, modify, or publish Feedback that you send us. (However, to the extent any of your Feedback is made public by CVKey, we will remove any identifying information about you.) Toward that end, you grant us a non-exclusive, transferable, worldwide, perpetual, irrevocable, fully-paid, royalty-free license to any and all intellectual property rights in the Feedback you provide us.
Rights and Terms for the CVKey Apps
- Rights in App Granted by CVKey: Subject to your compliance with these Terms, CVKey grants you a limited non-exclusive, non-transferable license, with no right to sublicense, to download and install copies of the App or Apps on a mobile device or computer that you own or control and to run such copy solely for your own non-commercial purposes. Except as expressly permitted in these Terms, you may not: (i) copy, modify or create derivative works based on the Apps; (ii) distribute, transfer, sublicense, lease, lend or rent the Apps to any third party; or (iii) make the functionality of the App available to multiple users through any means. CVKey reserves all rights in and to the App not expressly granted to you under these Terms. This provision will be updated if and when any of our code is released under an open source license.
- Accessing App from App Store: The following terms apply to any App accessed through or downloaded from any app store or distribution Services (such as the Apple App Store or Google Play) where the App may now or in the future be made available (each an “App Provider”). You acknowledge and agree that:
- These Terms are concluded between you and CVKey, and not with the App Provider, and CVKey (not the App Provider), is solely responsible for the App.
- The App Provider has no obligation to furnish any maintenance and support services with respect to the App.
- In the event of any failure of the App to conform to any applicable warranty, you may notify the App Provider, and the App Provider will refund the purchase price for the App to you (if applicable) and, to the maximum extent permitted by applicable law, the App Provider will have no other warranty obligation whatsoever with respect to the App. Any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of CVKey.
- The App Provider is not responsible for addressing any claims you have or any claims of any third party relating to the App or your possession and use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy, or similar legislation.
- In the event of any third party claim that the App or your possession and use of that App infringes that third party’s intellectual property rights, CVKey will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms.
- The App Provider, and its subsidiaries, are third-party beneficiaries of these Terms as related to your license to the App, and that, upon your acceptance of the Terms, the App Provider will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your license of the App against you as a third-party beneficiary thereof.
- You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
Your General Representations and Warranties
By using the Services, you expressly represent and warrant that your use of the Services is for a non-commercial use. When using the Services, you agree to comply with all applicable laws. By using the Services, you represent, warrant, and agree to all of the following:
- You have all requisite power, authority, and capacity to agree to these Terms on behalf of yourself or the organization that you represent.
- You own all your User Content or you have all rights that are necessary to share any User Content you choose to provide.
- Your User Content does not infringe, misappropriate, or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
- You will only use the Services for lawful purposes, using only authorized means; you will not use the Services for sending or storing any unlawful material or communications or for deceptive or fraudulent purposes.
- You will not create or compile, directly or indirectly, any collection, compilation, or other directory from any Content displayed through the Services except for your noncommercial use. This provision will be updated if and when any of our code is released under an open source license.
- You will keep secure and confidential your account password or any identification credentials we provide you which allows access to the Services.
- You will only use the Services for your own use and will not resell the Services to a third party.
- You will not conduct any systematic retrieval of data or other Content from CVKey or any of its Services, and you will not copy any Content displayed through the Services, in any format or media.
General Prohibitions and CVKey’s Enforcement Rights
You agree not to do any of the following, and acknowledge that any of the following conduct is grounds for Account suspension or termination:
- Use, display, or mirror the Services or any element within the Services, CVKey’s name, any CVKey trademark, logo or other proprietary information, without CVKey’s consent;
- Use the Services in any manner that violates federal, state, local, or international law or regulation, including, without limitation, any laws related to the export of data or software to and from the US or other countries;
- Access, tamper with, or use non-public areas of the Services, CVKey’s computer systems, or the technical delivery systems of CVKey’s providers;
- Impersonate or attempt to impersonate CVKey, a CVKey employee, contractor or agent, another user, or any other person or entity;
- Attempt to probe, scan or test the vulnerability of any CVKey system or network or breach any security or authentication measures;
- Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by CVKey or any of CVKey’s providers or any other third party (including another user) to protect the Services;
- Use any robot, spider, or other automatic device, process, or means to access the Sites for any purpose, including monitoring or copying any material on the Sites;
- Attempt to gain unauthorized access to, damage, disrupt, or interfere with any parts of the Sites, or any server, computer or database connected to the Sites;
- Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to operate the Services;
- Collect or store any personally identifiable information from the Services; and/or
- Encourage or enable any other individual to do any of the foregoing.
For some activities related to the Services, CVKey may permit you to use your personal computer or mobile device to consent to certain provisions, terms, or agreements. In these cases CVKey will indicate what action you should take to indicate your agreement and consent (for instance, checking a box, tapping a button that says “Agree”). You agree that by conducting that indicated action, you are providing your electronic signature and agree to be bound by the Terms in such Communication just as if you had signed your name to a paper document.
Endorsements that we use on the Services have been given willingly by our customers and supporters. They have not been paid for by CVKey.
The following disclaimers are made on behalf of CVKey, our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, and shareholders. THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. WE DO NOT GUARANTEE AND DO NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SERVICES. TO THE FULLEST EXTENT PERMITTED BY LAW, WE SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. WE DO NOT WARRANT THAT YOUR USE OF THE SERVICES WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT, SECURE, UNINTERRUPTED, ALWAYS AVAILABLE, OR ERROR- FREE, OR WILL MEET YOUR REQUIREMENTS, THAT ANY DEFECTS IN THE SERVICES WILL BE CORRECTED, OR THAT THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE DISCLAIM LIABILITY FOR, AND NO WARRANTY IS MADE WITH RESPECT TO, CONNECTIVITY AND AVAILABILITY OF THE SERVICES.
You agree to indemnify, protect and hold CVKey and its parents, subsidiaries, affiliates, and assigns, and their respective officers, directors, employees, agents, representatives and service providers harmless from any and all claims, demands, damages, suits, losses, liabilities and causes of action (including without limitation, the cost of defense, attorneys' fees, as well as the payment of any final judgment rendered against or settlement agreed upon by CVKey or its parent, subsidiary and/or affiliated companies) arising directly or indirectly from, as a result of or in connection with: (i) your User Content; (ii) your failure to comply with any of these Terms; (iii) your violation of any applicable laws, rules or regulations related to your use of the Services; and (iv) your use of the Services. CVKey reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with CVKey in asserting any available defenses.
Limitation of Liability
NEITHER CVKEY NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT CVKey OR ANY OTHER PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT WILL CVKey’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED ONE THOUSAND US DOLLARS ($1000). THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN CVKEY AND YOU.
CVKey makes no representation that all Services are appropriate or available for use in your jurisdiction. Some products and services may not be available in all jurisdictions. If you choose to access the Sites or Services, you do so on your own initiative and are responsible for compliance with any applicable local, state, and federal laws, rules and regulations.
Reliance on Information Posted
The information presented throughout the Services is made available for general information purposes only. CVKey does not warrant the accuracy, completeness, or usefulness of the information. Any reliance you place on such information is at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by any visitor to the Sites or user of the Services, or by anyone who may be informed of any of its contents.
Links to Third Party Websites or Resources
The Services (including the App) may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from your use of any third-party websites or resources.
Except as otherwise provided in the Dispute Resolution provision below, these Terms will be governed by the laws of the State of California, without regard to its conflict of laws provisions.
- Mandatory Arbitration of Disputes: You and CVKey each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services, including any dispute relating to these arbitration provisions themselves (collectively, “Disputes”) will be resolved solely by binding individual arbitration and not in a class, representative or consolidated action or proceeding. You and CVKey agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and CVKey are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.
- Exceptions and Opt-Out: As limited exceptions to subsection (1) above: (i) either of us may seek to resolve a Dispute in small claims court in your county of residence or in the Kansas state District Court in Johnson County, if all the requirements of the small claims court are satisfied; and (ii) we each retain the right to seek injunctive or other equitable relief from a state or federal court located in District of Kansas specifically to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights. In addition, you will retain the right to opt out of arbitration entirely and litigate any Dispute if you provide us with written notice of your desire to do so by email at email@example.com within thirty (30) days following the date you first agree to these Terms.
- Conducting Arbitration and Arbitration Rules: The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org. If your claim is for U.S. $10,000 or less, you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic or video-conference hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds U.S. $10,000, the right to a hearing will be determined by the AAA Rules. Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of these arbitration terms.
- Arbitration Costs: Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. We’ll pay for all filing, administration, and arbitrator fees and expenses if your Dispute is for less than $10,000, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.
- Class Action Waiver: YOU AND CVKEY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ dispute is resolved through arbitration, the arbitrator may not consolidate another person's claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.
- Effect of Changes on Arbitration: Notwithstanding the provisions of Section entitled “Changes to Terms and Services” above, if CVKey changes any of the terms of this Section entitled “Dispute Resolution” after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to firstname.lastname@example.org) within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of CVKey’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and CVKey in accordance with the Terms of this Section entitled “Dispute Resolution” as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
- Severability: With the exception of any of the provisions in subsection 5 ("Class Action Waiver"), if an arbitrator or a court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.
Any notices or other communications provided by CVKey under these Terms, including those regarding modifications to these Terms, will be given: (i) via email; or (ii) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
Waiver of Rights
CVKey’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of CVKey. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
These Terms constitute the entire and exclusive understanding and agreement between CVKey and you regarding your use of the Services, and these Terms supersedes and replaces any and all prior oral or written understandings or agreements between CVKey and you regarding the use of the Services. This notwithstanding, some parties to these Terms may additionally enter into other agreements with CVKey that modify or extend the provisions of these Terms. Additionally, communities to which you belong (e.g. your school or workplace, may enter into agreements with CVKey, agreements to which you would be a beneficiary, and which may extend your rights, limit your obligation, limit CVKey’s rights, or expand CVKey’s obligations under this agreement. In such cases the various agreements between the parties should be read in conjunction.
If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without CVKey’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. CVKey may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
CVKey is committed to the principles of equal employment opportunity. Applications are considered for all positions without regard to race, sex, sexual orientation, ethnicity, religion, national origin, age, disability (so long as such disability can be reasonably accommodated), or any other status protected by applicable law. CVKey encourages all qualified applicants to apply.
If you have any questions about these Terms or the Services, please contact us at email@example.com.