UKey | Terms of use

User Agreement

This user agreement will be effective for all users as of December 15, 2022.

Welcome to UKey!

This user agreement is a contract between you and UKey Inc. (“UKey,” “UKey™,” “we,” “our,” or “us”) governing your use of your UKey account and the UKey services. If you are an individual, you must be a resident of the United States or one of its territories and at least 18 years old, or the age of majority in your state of residence to open a UKey account and use the UKey services. If you are a business, the business must be organized in, operating in, or a resident of, the United States or one of its territories to open a UKey account and use the UKey services.

By opening and using a UKey account, you agree to comply with all of the terms and conditions of this user agreement, including the Fee pages, and any upcoming changes at the time you accept this user agreement (which changes will apply to you on the indicated effective dates).

Please read carefully all of the terms and conditions of this user agreement, the terms of the above policies, and each of the other terms and agreements that apply to you.

We may revise this agreement and any of the other terms, 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 and the UKey services after any changes to this user agreement or any of the other applicable terms, agreements, or policies, you agree to abide and be bound by those changes. If you do not agree with any changes to this user agreement, you may close your account.

Opening a UKey Account

We offer two types of UKey accounts: UKey consumer accounts (or “consumer accounts”) and UKey merchant accounts (or “merchant accounts”), both covered by this user agreement. You can only open one consumer account.

You are responsible for maintaining adequate security and control of any and all IDs, passwords, personal identification numbers, or any other codes that you use to access your UKey account and the UKey services. You must keep your mailing address, email address and other contact information current in your UKey account profile.

Consumer accounts

With a consumer account you can do things like:

Buy low priced digital assets and services that are typically under a dollar
Make low priced donations that are typically under a dollar

You can make donations and purchases at participating merchants, both online and in stores. UKey Inc. will register all your donations and purchases, collectively referred to as “transactions” (or “orders“). At the end of each account statement, you will be required to pay the statement balance owed to UKey Inc. on or before the statement due date. You will have to link your bank account or credit card and enable auto-pay to pay your statment balance.

Merchant accounts

With a merchant account you can do things like:

Use a company or business name as the name on your merchant account
Sell your low priced digital assets and services that are typically under a dollar
Accept low priced donations that are typically under a dollar

You can create your merchant account operating as yourself or you can operate it under a legal business entity (like a LLC or C-Corp). In order to start selling your digital assets and services with your merchant account, you will have to link your bank account. UKey Inc. will register all your sales, collectively referred to as “transactions” (or “orders“). When your merchant account reaches a minimum of $100, you will be able to request a deposit of those funds into your linked bank account.

Closing your Account

You may close your UKey account and terminate your relationship with us at any time without cost, but you will remain liable for all obligations related to your UKey account even after the UKey account is closed. When you close your UKey account, we will cancel any scheduled or incomplete transactions. If you have a pending statement balance, you must pay UKey Inc. before closing your consumer account. If you have a merchant account, you must withdraw or transfer any balance from your merchant account to your linked bank account before closing it.

In certain cases, you may not close your UKey account, including:

To evade an investigation
If you have a pending transaction or an open dispute or claim
If your UKey account has a statement balance
If your UKey account is subject to a hold, limitation or reserve

Link or Unlink a payment method

You are required to link a bank account or a credit card to your UKey account. Before linking a bank account, you should review and understand the consumer protection rights and remedies available for different payment sources under the Electronic Fund Transfer Act (EFTA) and Fair Credit Billing Act (FCBA). Please keep your payment method information current (e.g., credit card number and expiration date). If this information changes, we may update it using information and third-party sources available to us without any action on your part. If you do not want us to update your card information, you may remove your payment method from your UKey account.

Buying Something From, or Donating to, a Merchant Who Accepts UKey

How to buy something or make a donation

You can buy something from a participating merchant who accepts UKey or make a donation that the recipient accepts and that UKey supports using your UKey account. This includes, for example:

Buying a digital asset at an online merchant's website using UKey
Using your UKey account to buy something at a merchant's physical store using your own mobile device and a QR code, subject to certain limitations
Making donations using UKey

In order to manage risk, UKey may block the transaction when you attempt to buy something or make a donation.

When you make a donation or buy something from a merchant who accepts UKey, you are authorizing UKey to record the transaction and aggregate the amount as part of your UKey account's current statement cycle. You are not actually sending the amount denominated in sovereign currency like the US dollar to the merchant.

Fees

When you buy something from a merchant who accepts UKey, you don’t pay a fee to UKey. In addition you may be required to pay a fee to UKey if you are making a donation and the recepient discloses to you that you, as the buyer, must pay the fee.

Limits

We may, at our discretion, impose limits on the amount or the number of transactions that you can conduct to buy digital assets or services with your UKey consumer account. The limits may change from time to time at our sole discretion.

Refunds

When you buy something from a merchant online using UKey and the transaction is ultimately refunded, the transaction amount will typically be deducted from your UKey account's current statement cycle. You will not actually get the amount denominated in sovereign currency like the US dollar.

Selling and Accepting Payments

Receiving payments

If you use your UKey merchant account to sell digital assets or services, or to receive donations, you must pay any applicable fees for each of those transactions. The applicable fees may change from time to time at our sole discretion.

By integrating into your online checkout/platform any functionality intended to enable a buyer without a UKey account to purchase something from you, you agree to all further terms of use of that functionality which UKey will make available to you on any page on UKey websites or online dashboard.

Limits

We may, at our discretion, impose limits on the amount or the number of transactions that can flow to your merchant account. The limits may change from time to time at our sole discretion.

No surcharges

You agree that you will not impose a surcharge or any other fee for accepting UKey as a payment method. You may charge a handling fee in connection with the sale of digital assets or services as long as the handling fee does not operate as a surcharge and is not higher than the handling fee you charge for non-UKey transactions.

Taxes and information reporting

Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, that may be assessed by any jurisdiction (collectively, “taxes”). It is your responsibility to determine what, if any, taxes apply to the sales you make through your merchant account, and it is solely your responsibility to assess, collect, report and remit the correct taxes to the appropriate authority. UKey is not responsible for determining whether any taxes apply to your transaction, or for calculating, collecting, reporting or remitting taxes arising from any transaction.

You acknowledge that we may make certain reports to state and federal tax authorities regarding transactions that we process.

Refunds, Reversals and Chargebacks

Transactions and Payments that are invalidated and reversed

Payments may be invalidated and reversed by us if, among other reasons, we sent the payment to you in error, the funding transaction is declined or reversed, the payment was unauthorized or unfunded or if the payment was for activities that violated this user agreement or any other agreement with us.

As the sender or recipient of a payment that is later invalidated for any reason, you may be liable to us for the full amount of the payment and we may recover the amount of the payment (plus any fees) from you.

If we invalidate a payment because the card issuer or originating bank declined or reversed the transaction, then you may be liable for the payment even if you disagree with the decision of the card issuer or originating bank to decline or reverse the payment. If you believe that a payment initiated with your UKey account was not authorized, then you must notify us immediately, even if you (or someone else) disputes the transaction with the card issuer or originating bank.

Restricted Activities

In connection with your use of our websites, your UKey account, the UKey services, or in the course of your interactions with UKey, other UKey customers, or third parties, you must not:

Breach this user agreement, 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 consumer account for yourself 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 money or 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
Attempt to double dip during the course of a dispute by receiving or attempting to receive funds from both UKey and the merchant, bank or card issuer for the same transaction
Control an account that is linked to another UKey account that has engaged in any of these restricted activities
Conduct your business or use the UKey services in a manner that results in or may result in:
- complaints
- disputes; claims, reversals, chargebacks
- fees, fines, penalties or other liability or losses to UKey, other customers, third parties or you
Use your UKey account or the UKey services in a manner that UKey, Visa, MasterCard, American Express, Discover or any other electronic funds transfer network reasonably believes to be an abuse of the card system or a violation of card association or network rules
Allow your UKey account to have a negative balance or have any amounts owed to us
Take any action that imposes an unreasonable or disproportionately large load on our websites, software, systems (including any networks and servers used to provide any of the UKey services) operated by us or on our behalf or the UKey services
Facilitate any viruses, trojan horses, malware, worms or other computer programming routines that attempts to or may damage, disrupt, corrupt, misuse, detrimentally interfere with, surreptitiously intercept or expropriate, or gain unauthorized access to any system, data, information or UKey services
Use an anonymizing proxy; use any robot, spider, other automatic device, or manual process to monitor or copy our websites without our prior written permission; or use any device, software or routine to bypass our robot exclusion headers
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 processors, or other suppliers or service providers
Use the UKey services to test credit card behaviors, or make excessive or unexplainable transactions
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 Any Restricted Activities

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

Terminating this user 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 services, including limiting your ability to buy with your UKey account, restricting your ability to make withdrawals
Hold money in your UKey account for up to 180 days if reasonably needed to protect against the risk of liability or if you have violated our Acceptable Use Policy
Updating inaccurate information you provided us
Taking legal action against you
If you’ve violated our Acceptable Use Policy, then you’re also responsible for damages to UKey caused by your violation of this policy

If we close your UKey account or terminate your use of the UKey services for any reason, we’ll provide you with notice of our actions and make any unrestricted funds in your UKey or that has been sent to you available for bank transfers.

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 this agreement, and/or your use of the UKey services.

Holds and Limitations

Under certain circumstances, in order to protect UKey and the security and integrity of the network of consumers (or “buyers”) and merchants that use the UKey services, UKey may take account-level or transaction-level actions. A hold may be placed on your UKey account.

Our decision about holds, limitations and reserves may be based on confidential criteria that are essential to our management of risk and the protection of UKey, our customers and/or service providers. We may use proprietary fraud and risk modeling when assessing the risk associated with your UKey account. In addition, we may be restricted by regulation or a governmental authority from disclosing certain information to you about such decisions. You agree that we have no obligation to disclose the details of our risk management or security procedures to you.

Holds

A hold is an action that UKey may take under certain circumstances either at the transaction level or the account level. When UKey places a temporary hold on a transaction or payment, the money is not available to either the sender or the recipient. UKey reviews many factors before placing a hold on a payment, including: account tenure, transaction activity, business type, past customer disputes, and overall customer satisfaction.

Holds based on UKey’s risk decisions

We may place a hold on transactions involving your UKey account if, in our sole discretion, we believe that there may be a high level of risk associated with you, your UKey account, or your transactions or that placing such a hold is necessary to comply with state or federal regulatory requirements. We make decisions about whether to place a hold based on a number of factors, including information available to us from both internal sources and third parties.

Risk-based holds generally remain in place for up to 180 days from the date the transaction was made. We may release the hold earlier under certain circumstances, but any earlier release is at our sole discretion.

Account Limitations

Limitations may be placed on your account to help protect UKey, consumers, and merchants when we notice restricted activities or activity that appears to us as unusual or suspicious. Limitations also help us collect information necessary for keeping your UKey account open.

There are several reasons why your UKey account could be limited, including:

If we suspect someone could be using your UKey account without your knowledge, we’ll limit it for your protection and look into the fraudulent activity
If another financial institution alerts us that someone has used one of your linked payment methods without permission
In order to comply with applicable law
If we believe in our sole discretion that you have breached this agreement or violated the Acceptable Use Policy

You will need to resolve any issues with your account before a limitation can be removed. Normally, this is done after you provide us with the information we request. However, if we reasonably believe a risk still exists after you have provided us that information, we may take action to protect us, our users, a third party, or you from reversals, fees, fines, penalties, legal and/or regulatory risks and any other liability.

Court Orders, Regulatory Requirements, or Other Legal Processes

If we are notified of a court order or other legal process (including garnishment or any equivalent process) affecting you, or if we otherwise believe we are required to do so in order to comply with applicable law or regulatory requirements, we may be required to take certain actions, including holding payments to/from your UKey account, placing a hold on your UKey account, or releasing your funds. We will decide, in our sole discretion, which action is required of us. We do not have an obligation to contest or appeal any court order or legal process involving you or your UKey account. When we implement a hold or limitation as a result of a court order, applicable law, regulatory requirement or other legal process, the hold or limitation may remain in place longer than 180 days.

Error Resolution

What is an Error

An “Error” means the following:

When money is either incorrectly taken from your UKey account's linked payment method or incorrectly placed into your UKey account's linked payment method, or when a transaction is incorrectly recorded in your UKey account
You send a payment and the incorrect amount is debited from your UKey account
An incorrect amount is credited to your UKey account
A transaction is missing from or not properly identified in your UKey account statement
We make a computational or mathematical error related to your UKey account

What is not considered an Error

The following are NOT considered Errors:

If you give someone access to your UKey account (by giving them your login information) and they use your UKey account without your knowledge or permission. You are responsible for transactions made in this situation.
Invalidation and reversal of a payment as a result of the actions described under Refunds, Reversals and Chargebacks
Routine inquiries about the balance in your UKey merchant account or the status of a pending transfer to or from your UKey account's linked payment method
Requests for duplicate documentation or other information for tax or other recordkeeping purposes

In case of Errors or questions about your electronic transfers

Notify us as soon as you can if you think your statement is wrong or if you need more information about a transaction listed on the statement. We must hear from you no later than 60 days after we sent the FIRST transaction on which the problem or error appeared. Filing a chargeback or reversal with your financial institution related to a UKey payment does not constitute notice of an error to us. You must contact us directly to notify us of errors. When you notify us:

Tell us your name and email address associated with your UKey account
Describe the error and explain as clearly as you can why you believe it is an error or why you need more information
Tell us the dollar amount of the suspected error

We will determine whether an error occurred within 10 business days after we hear from you and will correct any error promptly. If we need more time, however, we may take up to 45 days to investigate your complaint or question.

For errors involving new UKey accounts or point-of-sale transactions, we may take up to 90 days to investigate your complaint or question. For new UKey accounts, we may take up to 20 business days to credit your UKey account for the amount you think is in error.

We will tell you the results within 3 business after completing our investigation.

If we determine that there was an error, we will promptly credit the full amount of the error into your account within 1 business day of our determination
If we decide that there was no error, we will send you an email with our explanation. You may ask for copies of the documents that we used in our investigation

Processing Errors

We will rectify any processing error that we discover. If the error results in:

You receiving less than the correct amount to which you were entitled, then we will credit your UKey account for the difference between what you should have received and what you actually received
You receiving more than the correct amount to which you were entitled, then we will debit your UKey account for the difference between what you actually received and what you should have received
Our not completing a transaction on time or in the correct amount, then we will be responsible to you for your losses or damages directly caused by this failure, unless:
- through no fault of ours, you did not have enough available funds to complete the transaction
- our system was not working properly and you knew about the breakdown when you started the transaction
- the error was due to extraordinary circumstances outside our control (such as fire, flood or loss of Internet connection), despite our reasonable precautions

Processing errors are not:

Delays that result from UKey applying holds or limitations
Delays based on a payment review or bank transfer review
Your errors in making a transaction

Communications Between You and Us

If you provide us your mobile phone number, you agree that UKey and its affiliates may contact you at that number using autodialed or prerecorded message calls or text messages to: (i) service your UKey branded accounts, (ii) investigate or prevent fraud, or (iii) collect a debt. We will not use autodialed or prerecorded message calls or texts to contact you for marketing purposes unless we receive your prior express written consent. We may share your mobile phone number with service providers with whom we contract to assist us with the activities listed above, but we will not share your mobile phone number with third parties for their own purposes without your consent.

UKey may communicate with you about your UKey account and the UKey services electronically. You will be considered to have received a communication from us, if it’s delivered electronically, 24 hours after the time we post it to our website or email it to you. You will be considered to have received a communication from us, if it’s delivered by mail, 3 Business Days after we send it.

You understand and agree that, to the extent permitted by law, UKey may, without further notice or warning, monitor or record telephone conversations you or anyone acting on your behalf has with UKey or its agents for quality control and training purposes or for our own protection. You acknowledge and understand that while your communications with UKey may be overheard, monitored, or recorded not all telephone lines or calls may be recorded by UKey, and UKey does not guarantee that recordings of any particular telephone calls will be retained or retrievable.

UKey's Rights

UKey suspension and termination rights

UKey, in its sole discretion, reserves the right to suspend or terminate this user agreement, access to or use of its websites, software, systems (including any networks and servers used to provide any of the UKey services) operated by us or on our behalf or some or all of the UKey services for any reason and at any time upon notice to you and, upon termination of this user agreement, the payment to you of any unrestricted funds held in your UKey account.

Security interest

As security for the performance of your obligations under this user agreement, you grant to UKey a lien on, and security interest in and to, funds held in your UKey account.

Amounts owed to UKey

We may deduct amounts owed to us, in whole or in part, from your linked payment method, or from money that is sent to your UKey account later, either by you or from payments sent to you. While you owe amounts to us, we may:

Place a limitation or take other action on your UKey account
If you have more than one UKey account, even if you have those accounts without our authorization and in breach of this agreement, we may set off amounts owed to us in one UKey account against money in or money sent to your other UKey account(s). If you continue using your UKey account when you have amounts owed to us, you authorize us to combine amounts owed to us with any debit or transaction sent from your account

IF YOU HAVE AMOUNTS PAST DUE, YOU SHOULD CONFIRM THAT YOUR PAYMENT METHODS CONTAIN FUNDS SUFFICIENT TO COVER ANY AMOUNTS PAST DUE. THIS WILL HELP YOU AVOID OVERDRAFT OR OTHER FEES YOUR FINANCIAL INSTITUTION MAY CHARGE.

Insolvency proceedings

If any proceeding by or against you is commenced under any provision of the United States Bankruptcy Code, as amended, or under any other bankruptcy or insolvency law, we’ll be entitled to recover all reasonable costs or expenses (including reasonable legal fees and expenses) incurred in connection with the enforcement of this user agreement.

Assumption of rights

If UKey invalidates and reverses a payment that you made to a recipient (either at your initiative or otherwise), you agree that UKey assumes your rights against the recipient and third parties related to the payment, and may pursue those rights directly or on your behalf, in UKey’s discretion.

No waiver

Our failure to act with respect to a breach of any of your obligations under this user agreement by you or others does not waive our right to act with respect to subsequent or similar breaches.

Indemnification and Limitation of Liability

In this section, we use the term “UKey” to refer to UKey, Inc., and our affiliates, and each of their respective directors, officers, employees, agents, joint venturers, service providers and suppliers. Our affiliates include each entity that we control, we are controlled by or we are under common control with.

Indemnification

You must indemnify UKey for actions related to your UKey account and your use of the UKey services. You agree to defend, indemnify and hold UKey harmless from any claim or demand (including reasonable legal fees) made or incurred by any third party due to or arising out of your breach of this user agreement, your improper use of the UKey services, your violation of any law or the rights of a third party and/or the actions or inactions of any third party to whom you grant permissions to use your UKey account or access our websites, software, systems (including any networks and servers used to provide any of the UKey services) operated by us or on our behalf, or any of the UKey services on your behalf.

Limitation of liability

UKey’s liability is limited with respect to your UKey account and your use of the UKey services. In no event shall UKey be liable for lost profits or any special, incidental or consequential damages (including without limitation damages for loss of data or loss of business) arising out of or in connection with 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 this user agreement (however arising, including negligence), unless and to the extent prohibited by law.

Our liability to you or any third parties in any circumstance is limited to the actual amount of direct damages. In addition, to the extent permitted by applicable law, UKey is not liable, and you agree not to hold UKey responsible, for any damages or losses (including, but not limited to, loss of money, goodwill, or reputation, profits, or other intangible losses or any special, indirect, or consequential damages) resulting directly or indirectly from: (1) your use of, or your inability to use, our websites, software, systems (including any networks and servers used to provide any of the UKey services) operated by us or on our behalf, or any of the UKey services; (2) delays or disruptions in our websites, software, systems (including any networks and servers used to provide any of the UKey services) operated by us or on our behalf and any of the UKey services; (3) viruses or other malicious software obtained by accessing our websites, software, systems (including any networks and servers used to provide any of the UKey services) operated by us or on our behalf or any of the UKey services or any website or service linked to our websites, software or any of the UKey services; (4) glitches, bugs, errors, or inaccuracies of any kind in our websites, software, systems (including any networks and servers used to provide any of the UKey services) operated by us or on our behalf or any of the UKey services or in the information and graphics obtained from them; (5) the content, actions, or inactions of third parties; (6) a suspension or other action taken with respect to your UKey account; or (7) your need to modify your practices, content, or behavior, or your loss of or inability to do business, as a result of changes to this user agreement or UKey’s policies.

Disclaimer of Warranty and Release

No warranty

The UKey services are provided “as-is” and without any representation or warranty, whether express, implied or statutory. UKey specifically disclaims any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement.

UKey does not have any control over the products, digital assets, or services provided by merchants who accept UKey as a payment method, and UKey cannot ensure that a consumer or a merchant you are dealing with will actually complete the transaction or is authorized to do so. UKey does not guarantee continuous, uninterrupted or secure access to any part of the UKey services, and operation of our websites, software, or systems (including any networks and servers used to provide any of the UKey services) operated by us or on our behalf may be interfered with by numerous factors outside of our control. UKey will make reasonable efforts to ensure that requests for electronic debits and credits involving bank accounts, debit cards, and credit cards are processed in a timely manner but UKey makes no representations or warranties regarding the amount of time needed to complete processing because the UKey services are dependent upon many factors outside of our control, such as delays in the banking system or the U.S. or international mail service. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimers may not apply to you.

Release of UKey

If you have a dispute with any other UKey account holder, you release UKey from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release you expressly waive any protections (whether statutory or otherwise, for example, California Civil Code § 1542) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

Agreement to Arbitrate

If a dispute arises between you and UKey regarding the UKey services or otherwise, our goal is to learn about and address your concerns. If we are unable to do so to your satisfaction, we aim to provide you with a neutral and cost effective means of resolving the dispute quickly. Disputes between you and UKey regarding the UKey services may be reported to customer service via email at hello@ukey.co

Any claims arising out of, relating to, or connected with this user agreement must be asserted individually in binding arbitration conducted by a single arbitrator with experience in consumer online payment services disputes administered by the American Arbitration Association (“AAA”) in accordance with its commercial arbitration rules and the AAA supplementary procedures for consumer-related disputes. The forum for arbitration shall be in Wilmington, Delaware. The arbitrator shall not conduct any form of class or collective arbitration nor join or consolidate claims by or for individuals. To the extent allowed by applicable law, the Arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this user agreement including, but not limited to, any claim that all or any part of this user agreement is void or voidable. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

This user agreement and each of its parts evidence a transaction involving interstate commerce, and the United States Arbitration Act shall apply in all cases and govern the interpretation and enforcement of the arbitration rules and arbitration proceedings. There are only two exceptions to this agreement to arbitrate. First, if we reasonably believe that you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any court of competent jurisdiction. Second, any claim of $500 or less may, at the option of the claiming party, be resolved in small claims court in Wilmington, Delaware, if the claim and the parties are within the jurisdiction of the small claims court. For these two exceptions, you agree to submit to the personal jurisdiction of the courts located within Wilmington, Delaware for the purpose of litigating such claims or disputes.

Waiver of Right to Jury; Class Action Waiver

To the extent allowed by law, you agree to irrevocably waive any right you may have to a trial by jury or other court trial (other than small claims court) or to serve as a representative, as a private attorney general, or in any other representative capacity, or to participate as a member of a class of claimants, in any lawsuit, arbitration or other proceeding filed against us and/or related third parties.

Intellectual Property

UKey’s trademarks

“UKey.co,” “UKey,” “UKey™,” and all logos related to the UKey services are either trademarks or registered trademarks of UKey or UKey’s licensors. You may not copy, imitate, modify or use them without UKey’s prior written consent. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of UKey. You may not copy, imitate, modify or use them without our prior written consent. You may use HTML logos provided by UKey for the purpose of directing web traffic to the UKey services. You may not alter, modify or change these HTML logos in any way, use them in a manner that mischaracterizes UKey or the UKey services or display them in any manner that implies UKey’s sponsorship or endorsement. All right, title and interest in and to the UKey websites, any content thereon, the UKey services, the technology related to the UKey services, and any and all technology and any content created or derived from any of the foregoing is the exclusive property of UKey and its licensors.

License grants, generally

If you are using UKey software such as an API, developer’s toolkit or other software application, which may include software provided by or integrated with software, systems or services of our service providers, that you have downloaded or otherwise accessed through a web or mobile platform, then UKey grants you a revocable, non-exclusive, non-sublicensable, non-transferable, royalty-free limited license to access and/or use UKey’s software in accordance with the documentation accompanying such software. This license grant applies to the software and all updates, upgrades, new versions and replacement software. You may not rent, lease or otherwise transfer your rights in the software to a third party. You must comply with the implementation, access and use requirements contained in all documentation accompanying the UKey services. If you do not comply with implementation, access and use requirements you will be liable for all resulting damages suffered by you, UKey and third parties. UKey may update or discontinue any software upon notice to you. While UKey may have (1) integrated certain third-party materials and technology into any web or other application, including its software, and/or (2) accessed and used certain third-party materials and technology to facilitate providing you with the UKey Services, you have not been granted and do not otherwise retain any rights in or to any such third-party materials. You agree not to modify, alter, tamper with, repair, copy, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code that is derived from the software or any third-party materials or technology, or otherwise create any derivative works from any of the software or third-party materials or technology. You acknowledge that all rights, title and interest to UKey’s software are owned by UKey and any third-party materials integrated therein are owned by UKey’s third-party service providers. Any other third-party software application you use on the UKey websites is subject to the license you agreed to with the third party that provides you with this software. You acknowledge that UKey does not own, control nor have any responsibility or liability for any such third-party software application you elect to use on any of our websites, software and/or in connection with the UKey services.

License grant from you to UKey; intellectual property warranties

UKey does not claim ownership of the content that you provide, upload, submit or send to UKey. Nor does UKey claim ownership of the content you host on third-party websites or applications that use UKey services to provide payments services related to your content. Subject to the next paragraph, when you provide content to UKey or post content using UKey services, you grant UKey (and parties that we work with) a non-exclusive, irrevocable, royalty-free, transferable, and worldwide license to use your content and associated intellectual property and publicity rights to help us improve, operate and promote our current services and develop new ones. UKey will not compensate you for any of your content. You acknowledge that UKey’s use of your content will not infringe any intellectual property or publicity rights. Further, you acknowledge and warrant that you own or otherwise control all of the rights of the content you provide, and you agree to waive your moral rights and promise not to assert such rights against UKey.

Miscellaneous

Assignment

You may not transfer or assign any rights or obligations you have under this user agreement without UKey’s prior written consent. UKey may transfer or assign this user agreement or any right or obligation under this user agreement at any time.

Business Days

“Business Day(s)” means Monday through Friday, excluding holidays when UKey’s offices are not considered open for business in the U.S. Holidays include New Year’s Day (January 1), Martin Luther King, Jr.’s Birthday (the third Monday in January), George Washington’s Birthday (the third Monday in February), Memorial Day (the last Monday in May), Independence Day (July 4), Labor Day (the first Monday in September), Veterans Day (November 11), Thanksgiving Day (the fourth Thursday in November) and Christmas Day (December 25). If a holiday falls on a Saturday, UKey observes the holiday on the prior Friday. If the holiday falls on a Sunday, UKey observes the holiday on the following Monday.

Consumer fraud warning

We’re always looking for ways to help keep you even more secure. So stay on the lookout for some of these common scams:

Seller Scam: a scammer sends you a fraudulent payment for digital assets or services you provide outside of UKey
Accidental Payment: a scammer sends you a fraudulent payment, claims it was accidental, and asks that you return their money

Always use common sense when sending money. If something sounds too good to be true, it probably is. Only buy something for yourself and not for others. Please let us know immediately if you believe someone is trying to scam or defraud you by contacting us.

Dormant accounts

If you do not log in to your UKey account for two or more years, UKey may close your UKey account and send any funds in the UKey account, to your primary address (if we have verified the required identifying information that you have provided to us) or, if required, escheat (send) those funds to your state of residency. UKey will determine your state of residency based on the state listed in the primary address for your UKey account. If your address is unknown or registered in a foreign country, the funds in your UKey account will be escheated to the State of Delaware. Where required, UKey will send you a notice prior to escheating any funds in your UKey account. If you fail to respond to this notice, the funds in your UKey account will be escheated to the applicable state. If you would like to claim any escheated funds from the applicable state, please contact the applicable state’s unclaimed property administrator.

Governing law

You agree that, except to the extent inconsistent with or preempted by federal law and except as otherwise stated in this user agreement, the laws of the State of Delaware, without regard to principles of conflict of laws, will govern this user agreement and any claim or dispute that has arisen or may arise between you and UKey.

Identity authentication

You authorize UKey, directly or through third parties, to make any inquiries we consider necessary to verify your identity. This may include:

Asking you for further information, such as your date of birth, a taxpayer identification number, your physical address and other information that will allow us to reasonably identify you
Requiring you to take steps to confirm ownership of your email address or financial instruments
Ordering a credit report from a credit reporting agency, or verifying your information against third-party databases or through other source; or
Requiring you to provide your driver’s license or other identifying documents

Anti-money laundering and counter-terrorism financing laws may require that UKey verify the required identifying information if you use certain UKey services. UKey reserves the right to close, suspend, or limit access to your UKey account and/or the UKey services in the event that, after reasonable enquiries, we are unable to obtain information about you required to verify your identity.

UKey is only a payment service provider

We act as a payment service provider only. We do not:

Act as an escrow agent with respect to any funds kept in your account
Act as your agent or trustee
Enter into a partnership, joint venture, agency or employment relationship with you
Guarantee the identity of any buyer or merchant
Determine if you are liable for any taxes; or
Unless otherwise expressly set out in this agreement, collect or pay any taxes that may arise from your use of our services

Privacy

Protecting your privacy is very important to us. Please review our Privacy Policy in order to better understand our commitment to maintaining your privacy, as well as our use and disclosure of your information.

Your use (as a merchant) of personal data; Data protection laws

If you (as a merchant) receive personal data about another UKey customer, you must keep such personal data confidential and only use it in connection with the UKey services. You may not disclose or distribute any personal data about UKey customers to a third party or use such personal data for marketing purposes unless you receive that customer’s express consent to do so. You may not send unsolicited emails to a UKey customer or use the UKey services to collect payments to send, or assist in sending, unsolicited emails to third parties.

To the extent that you process any personal data about a UKey customer pursuant to this agreement, you and UKey will each be an independent data controller (and not joint controllers), meaning we will each separately determine the purposes and means of processing such personal data. We each agree to comply with the requirements of any applicable privacy and data protection laws, including any applicable regulations, directives, codes of practice, and regulatory requirements applicable to data controllers in connection with this agreement. We each also have and will follow our own independently-determined privacy statements, notices, policies, and procedures for any such personal data that we process in connection with this agreement.

In complying with the applicable data protection laws, we will each:

Implement and maintain all appropriate security measures in relation to the processing of such personal data
Not knowingly or intentionally do anything, or knowingly or intentionally permit anything to be done, which might lead to a breach by the other party of the applicable data protection laws