UKey | Terms of Service

Personal

Effective for all users as of May 26, 2024.

Welcome to UKey!

Please carefully read and review the following Terms of Service (“Terms”). The Terms are a contract between you (as further defined below) and UKey Inc. (“UKey,” “we,” “our,” or “us”) governing your use of your UKey Account and the UKey Platform and Services. For purposes of the Terms, “you” and/or “your” may refer to either an individual or a business entity with a UKey Account (as further defined below).

Who We Are

UKey is a Platform that facilitates payments between individuals and/or business entities with UKey Accounts. Notably, UKey does not handle, hold, transfer, disperse, or engage in the processing of funds on your behalf, nor does it qualify as a money transmitter under conventional state law definitions of that term.

In order to use the payment functionality of the UKey Platform, you must open a "Dwolla Platform" account provided by Dwolla, Inc. and you must accept the Dwolla Terms of Service and Privacy Policy. Any funds held in or transferred through the Dwolla Account are held or transferred by Dwolla’s financial institution partners as described in the Dwolla Terms of Service. You authorize us to collect and share with Dwolla your personal information including full name, date of birth, social security number, physical address, email address, and financial information, and you are responsible for the accuracy and completeness of that data.

You understand that you will access and manage your Dwolla account through our application, and Dwolla account notifications will be sent by us, not Dwolla. We will provide customer support for your Dwolla account activity, and can be reached at support@ukey.co

Legally Binding Agreement

The Terms represent the legally binding agreement between you and us concerning your access and/or use of UKey Account, Platform, and Services. By agreeing to these Terms and creating a UKey Account, you confirm and guarantee that you possess the necessary authority and capacity to enter this agreement and accept these Terms. We may revise the Terms and any of the other agreements or policies from time to time. The revised version will be effective immediately after we post it, unless otherwise noted. By continuing to use your UKey Account, Platform, and Services, you agree to abide and be bound by those changes.

Opening a UKey Account

To open a UKey Account and use the UKey Platform and Services, you must be at least 18 years old and a resident of the United States or one of its territories. We offer two types of UKey Accounts: UKey Personal Accounts and UKey Business Accounts, both covered by the Terms. You can only open one UKey Personal Account.

It is your responsibility to ensure the security and confidentiality of all IDs, passwords, or other codes used to access your UKey Account, Platform, and Services. You are also required to keep your mailing address, email address, and other contact details up-to-date in your UKey Account profile.

Personal Account

With a Personal Account, you can:

Buy goods and services online and/or in stores
Send and receive money

All your activities through this account will be documented by UKey as “Transactions.” You will have to link your bank account to enable all UKey features. If we have verified the required identifying information you provide to us, you can transfer and hold funds in your UKey Wallet.

Business Account

With a Business Account, you can:

Sell goods and services online and/or in stores
Allow employees access to some of the features of your business account

You may create a Business Account with UKey if you operate as a legal business entity, such as but not limited to an LLC, C-Corp and/or Sole Proprietorship. To begin using your Business Account, you must connect your bank account and validate the identification details provided to us. All your business activities through this account will be documented by UKey as “Transactions.”

Business accounts will be subject to fees. Business accounts are not eligible to receive “Personal Transactions.” By opening a business account, you certify to us that you are using it primarily for a business or commercial purpose. Money sent to a Business Account can be held directly as balance in the Account's UKey wallet.

Closing your Account

You may close your UKey Account and terminate your relationship with us at any time, provided there are no pending or incomplete transactions. However, you will continue to be responsible for all obligations associated with your UKey Account even after it has been closed.

To close your account, go to the UKey app and navigate to "more." Tap on "Close Account" and follow the on-screen instructions.

If you have a Business Account, you must withdraw or transfer any balance to your linked bank account before closing it.

You may also send us a request using our contact form and tell us to initiate closing your account.

In certain cases, you may not be able to close your UKey Account for reasons that include, but are not limited to:

To evade an investigation
If you have a pending transaction or an open dispute or claim

Link or Unlink a payment method

You are required to link a bank account as the payment method. It is imperative to keep your payment method information up-to-date. Should there be any changes to this information, promptly update it in your UKey Account via the web or mobile app. Alternatively, you may choose to remove your payment method from your UKey Account.

Limits

We reserve the right to establish and adjust, at our sole discretion, limits on the amount and/or the number of transactions that may be processed through your UKey Account. These limits are subject to modification at any time, without prior notice, at our sole discretion.

Restricted Activities

In connection with your use of your UKey Account, Platform, and Services, and/or in the course of your interactions with UKey, UKey customers, or third parties, you must not:

Breach these Terms, or any other agreement between you and UKey
Violate any law, statute, ordinance, or regulation (for example, those governing financial services, consumer protections, unfair competition, anti-discrimination or false advertising)
Infringe UKey’s or any third party’s copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy
Sell counterfeit digital assets or services
Act in a manner that is defamatory, trade libelous, threatening, or harassing
Provide false, inaccurate, or misleading information
Create or control more than one UKey Personal Account without our express authorization, through among other methods, using a name that is not yours, using a temporary email address or phone number, or providing any other falsified personal information
Send or receive what we reasonably believe to be potentially fraudulent payments for advertising, marketing, or otherwise on an unsolicited and unauthorized basis
Refuse to cooperate in an investigation or provide confirmation of your identity or any information you provide to us
Allow your UKey Account to have a negative balance or have any amounts owed to us
Take any action that places an excessive or disproportionately large burden on our websites, software, systems (including networks and servers used to provide any UKey services), or on the UKey services themselves
Introduce or facilitate the spread of viruses, Trojan horses, malware, worms, or other harmful computer programming routines that may damage, interfere with, corrupt, misuse, or unauthorizedly access any system, data, information, or the UKey services
Use anonymizing proxies, automated devices like robots or spiders, or any manual processes to monitor or copy our websites without our express written consent. Or use any tools or software designed to circumvent the measures we use to block automated access
Interfere or disrupt or attempt to interfere with or disrupt our websites, software, systems (including any networks and servers used to provide any of the UKey services) operated by us or on our behalf, any of the UKey services or other users’ use of any of the UKey services
Take any action that may cause us to lose any of the services from our Internet service providers, payment services providers, or other suppliers or service providers
Make excessive or unexplainable transactions on UKey Platform and Services
Circumvent any UKey policy or determinations about your UKey Account such as temporary or indefinite suspensions or other account holds, limitations or restrictions, including, but not limited to, engaging in the following actions: attempting to open new or additional UKey Account(s) when an Account has a negative balance or has been restricted, suspended or otherwise limited; opening new or additional UKey Accounts using information that is not your own (e.g., name, address, email address, etc.); or using someone else’s UKey Account
Harass and/or threaten our employees, agents, or other users

Actions We May Take if You Engage in Restricted Activities

If we believe that you’ve engaged in any restricted activities, we may take a number of actions to protect UKey, its customers, and others at any time at our sole discretion. These actions include, but are not limited to:

Terminating this agreement, limiting your UKey Account, and/or closing or suspending your UKey Account, immediately and without penalty to us
Refusing to provide the UKey services to you in the future
Limiting your access to our websites, software, systems, (including any networks and servers used to provide any of the UKey services) operated by us or on our behalf, your UKey Account or any of the UKey Platform and Services, including limiting your ability to send money
Updating inaccurate information you provided us
Taking legal action against you

If we close your UKey Account or terminate your use of the UKey Platform and Services for any reason, we’ll provide you with notice of our actions.

You are responsible for all reversals, chargebacks, claims, fees, fines, penalties, and other liability incurred by UKey, any UKey customer, or a third party caused by or arising out of your breach of these Terms, and/or your use of the UKey Platform and Services.

Court Orders, Regulatory Requirements, or Other Legal Processes

UKey commits to fully cooperating with law enforcement, regulatory agencies, or any government authorities, and will comply with any court orders that mandate the disclosure of identities of individuals involved in posting emails, publishing content, or distributing materials believed to breach the Terms or for any other lawful reasons. By accessing and using the Platform and Services, and agreeing to the Terms, you voluntarily and irrevocably absolve and release UKey and its affiliates from any claims linked, directly or indirectly, to any investigations or resultant actions from such investigations.

Communications Between You and Us

By providing your mobile phone number, you consent to UKey and its affiliates using autodialed or prerecorded messages and text messages to manage your UKey Accounts, prevent fraud, or collect debts. Such communications will not include marketing messages without your explicit permission. We may share your number with our service providers to assist in these operations but will not share it with third parties for their promotional purposes without your agreement. Communications regarding your UKey Account and Services may be sent electronically, and you will be considered to have received them 24 hours after they are emailed.

UKey Termination Rights

The Terms will remain effective until terminated by UKey or replaced by updated terms. UKey may, at its sole discretion, terminate or suspend your account or your access to the Platform and Services at any time without prior notice, for any reason or no reason, particularly if there is a belief of a violation or inconsistency with the Terms. Upon termination or suspension, your access to the Platform and Services will cease immediately, and UKey may deactivate, suspend, or delete your account and all related content without any liability or obligation to notify you or provide access to such content.

Indemnification and Limitation of Liability

Indemnification

To the maximum extent allowed by law, you agree to defend, indemnify, and hold harmless UKey and its affiliates from all claims, whether directly or indirectly connected to your use of the Platform, the Services, these Terms, the agreement between the parties, or any breach thereof.

Limitation of Liability

UKey shall not be liable for any indirect, incidental, consequential, special, exemplary, punitive, or enhanced damages under any theory of contract, tort, or otherwise. This includes, but is not limited to, damages for loss of profits, use, data, or other intangibles, and loss of security of submissions (including unauthorized interception of such submissions), even if previously advised of such possible damages. Furthermore, UKey’s total liability shall be limited to no more than the amount paid in the transaction(s) in question, regardless of whether any remedy fails of its essential purpose.

Release

To the fullest extent permitted by law, you unequivocally and perpetually release, exonerate, and forever discharge UKey and its affiliates from any claims that may arise, directly or indirectly, from your use of the Platform or Services, the access and/or use of the Platform, our contractual relationship, the content of our agreement, and/or the execution or non-execution in accordance with the Terms. This release is comprehensive, covering all potential liabilities, disputes, and damages that could be connected in any manner to our services and your interactions with us.

Agreement to Arbitrate

All disputes related to the Platform, Services, Terms, or any aspect of the relationship between you and UKey, regardless of legal basis, will be resolved through final and binding arbitration before a neutral arbitrator, rather than in court by a judge or jury. Both you and UKey expressly waive the right to a jury trial and agree that any arbitration will occur on an individual basis, prohibiting class arbitrations or class actions. Claims may only be brought individually. The arbitration will be governed by the American Arbitration Association under its Consumer Arbitration Rules, available at www.adr.org. The arbitration proceedings shall take place in the state of Delaware or at the state of UKey’s headquarters, as decided by UKey. This choice of location is intended to facilitate the arbitration process and is agreed upon by both parties in advance. The arbitrator has exclusive authority over interpreting this arbitration agreement. If any part of this arbitration clause is deemed unenforceable, the entire arbitration agreement becomes void.

Intellectual Property

UKey’s trademarks

“UKey.co,” “UKey,” “UKey™,” and all logos associated with UKey services are either trademarks or registered trademarks owned by UKey or its licensors. Unauthorized copying, imitation, modification, or use of these trademarks is strictly prohibited without UKey's express prior written consent. Additionally, all page headers, custom graphics, button icons, and scripts constitute service marks, trademarks, or trade dress of UKey, and may not be copied, imitated, modified, or used without our express prior written consent.

License

If you are utilizing UKey software, such as an API, developer’s toolkit, or other software application acquired through a web or mobile platform, UKey grants you a revocable, non-exclusive, non-sublicensable, non-transferable, royalty-free limited license to use this software in accordance with the accompanying documentation. You are prohibited from modifying, altering, tampering with, repairing, copying, reproducing, adapting, distributing, displaying, publishing, reverse engineering, translating, disassembling, decompiling, or attempting to derive source code from the software, or from any software, materials, or technology of third parties, or creating derivative works therefrom.

Miscellaneous

Assignment

You are prohibited from transferring or assigning any rights or obligations under this user agreement without UKey’s prior written consent. UKey retains the right to transfer or assign these Terms or any specific rights or obligations under this agreement at any time.

Governing Law

You agree that, except as precluded by federal law or explicitly stated in these Terms, the laws of the State of Delaware, without regard to conflict of laws principles, will govern these Terms and any disputes or claims that have arisen or may arise between you and UKey.

Identity Authentication

You authorize UKey, either directly or through third parties, to make any inquiries we consider necessary to verify your identity. This may include requesting additional information such as your date of birth, taxpayer identification number, physical address, or other identifying details; requiring you to confirm ownership of your email or financial instruments; obtaining a credit report; or verifying your information against third-party databases or other sources. Additionally, in compliance with anti-money laundering and counter-terrorism financing laws, UKey may require verification of your identity for certain services. UKey reserves the right to close, suspend, or limit access to your account and services if, despite reasonable efforts, we are unable to verify your identity.