KeyBank is providing the Co-Browse Service to you subject to the following terms (“Co-Browse Terms”). The Co-Browse Terms supplement and modify your existing deposit account agreements with us (the “Deposit Agreements”), and incorporates by reference our User Agreement for the KeyBank World Wide Website and the Cash Management Services Master Agreement (collectively, the “Master Agreement”). If there is any conflict between these Co-Browse Terms and the Deposit Agreements or the Master Agreement, these Co-Browse Terms will apply, but only as they relate specifically to the Co-Browse Service. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Master Agreement. These Co-Browse Terms should be read carefully as they exclude or limit KeyBank’s liability and set forth the terms and conditions which apply to your use of the Co-Browse Service.
You represent, warrant, and covenant that you:
- (a) Are a legal resident of the fifty (50) United States or the District of Columbia;
- (b) Are at least 18 years old and have every right to contract in your own name; and
- (c) Have the power, authority, and capacity to agree to these Co-Browse Terms.
By using the Co-Browse Service, and clicking “I Agree,” you signify that you meet all of the foregoing criteria, and agree any action taken by you in connection with the Co-Browse Service shall be deemed an action taken on your own behalf and/or, to the extent you are accessing the Co-Browse Service for your business, you represent, warrant, and covenant that you have the power, authority, and capacity to act on behalf of your business and that your actions are, and shall be deemed to be, authorized actions on behalf of such business.
USE OF THE CO-BROWSE SERVICE
You agree to only use the Co-Browse Service with the interfaces and servers provided on or through the Co-Browse Service. You agree to only use the Co-Browse Service in accordance with the Co-Browse Terms and any other applicable laws and regulations. You agree not to use the Co-Browse Service to the extent such use would result in your breach of any obligation you may have to any third party. You agree that any information you provide to KeyBank in connection with the Co-Browse Service is true, accurate, current, and complete at the time it is provided by you to us, and that you will inform us of any change to such information so as to keep it true, accurate, current, and complete. You agree that we are under no obligation to validate any information that you provide to us while using the Co-Browse Service.
UNAUTHORIZED ACCESS; FRAUD INVESTIGATION
To the extent your use of the Co-Browse Service requires your User ID, Password, or other credentials for access (“Credentials”), you are solely responsible for all activity occurring under those Credentials, and are prohibited from sharing or disclosing them. You understand and agree that you are solely responsible for safeguarding your Credentials at all times. You should log out of the Services at the end of each usage session. You may not impersonate others, and you may not allow others to impersonate you, or otherwise use your Credentials to gain access to the Service and/or your Activated Accounts. You agree to promptly notify us of any unauthorized use of the Co-Browse Service with your information or credentials or any other breach of security you become aware of related to the Co-Browse Service.
THIRD PARTY SOFTWARE AND HARDWARE
You are solely responsible for all of your and any third party software, hardware, or services used in connection with the Co-Browse Service. Any third party software, hardware, or other services, whether required or optional, that you use in connection with the Co-Browse Service shall be the sole responsibility of you and/or such third party, and your use of such third party software, hardware, or services is subject solely to the applicable terms and conditions, warranties, and disclaimers provided by such third party, and shall not be governed by these Co-Browse Terms.
SYSTEMS UNAVAILABILITY; ACCESS TERMINATION
You agree that the form, nature, features, and functionality of the Co-Browse Service may change from time to time in our sole discretion, on both a continuous and intermittent basis, without prior notice to you. We may suspend or discontinue the Co-Browse Service at any time in our sole discretion. We have the right to interrupt or restrict use or access to the Co-Browse Service, without notice to you, if we suspect fraudulent or abusive activity. In addition to any provision in the Master Agreement, you shall cooperate with us in any fraud investigation and to use any fraud prevention measures we prescribe. If we have reason to believe you have violated these Co-Browse Terms, or any applicable law or regulation, we may refuse you access, or suspend or terminate your access, to the Co-Browse Service or any of its resources without notice, and take any other remedial actions available to us in law or equity.
CHANGES TO THE CO-BROWSE SERVICE AND TERMS
Except as otherwise required by applicable law, we may add, remove, or otherwise modify any of the terms and conditions of these Co-Browse Terms, and the related Co-Browse Services, at any time and without notice to you, and such changes will be effective immediately. This Agreement as revised will be posted on an Internet website at www.key.com, and we may send you written notice at your Email or postal address in our files. Your continued use of the Co-Browse Service (covered hereby) after our sending any notice, or posting such changes to these Co-Browse Terms on this website, will constitute your acceptance of and agreement to be bound by such changes to these Co-Browse Terms. You agree that these procedures are acceptable to you to provide you with notice of changes to these Co-Browse Terms. The revised Co-Browse Terms will supersede the affected terms and conditions of these Co-Browse Terms and shall apply to any activity or transaction previously or hereafter taken by you in connection with the Co-Browse Service.
DISCLAIMER OF WARRANTY
IN ADDITION TO ANY OTHER DISCLAIMERS OF WARRANTY CONTAINED IN THE DEPOSIT AGREEMENTS OR THE MASTER AGREEMENT, THE CO-BROWSE SERVICE IS PROVIDED “AS IS,” WITH NO WARRANTIES WHATSOEVER. KEYBANK EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PROVIDED BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS. KEYBANK CANNOT, AND DOES NOT, GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO THE CO-BROWSE SERVICE. YOU UNDERSTAND AND AGREE THAT YOU USE THE CO-BROWSE SERVICE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM YOUR USE OF THE CO-BROWSE SERVICE. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.
LIMITATION OF LIABILITY
FOR THE AVOIDANCE OF DOUBT, IN ADDITION TO ANY LIMITATION OF LIABILITY CONTAINED IN THE DEPOSIT AGREEMENTS OR THE MASTER AGREEMENT, WITH RESPECT TO THE CO-BROWSE SERVICE, UNDER NO CIRCUMSTANCES WILL KEYBANK BE LIABLE TO YOU ON ACCOUNT OF OUR PROVISION, OR YOUR USE OF, THE CO-BROWSE SERVICE. THIS LIMITATION OF LIABILITY SHALL APPLY TO PREVENT THE RECOVERY OF INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES, WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), OR OTHERWISE, (EVEN IF KEYBANK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). THIS LIMITATION OF LIABILITY INCLUDES, BUT IS NOT LIMITED TO, THE TRANSMISSION OF ANY VIRUSES WHICH MAY INFECT YOUR EQUIPMENT, FAILURE OF MECHANICAL OR ELECTRONIC EQUIPMENT OR COMMUNICATION LINES, TELEPHONE OR OTHER INTERCONNECTIVITY PROBLEMS, UNAUTHORIZED ACCESS, THEFT, OPERATOR ERRORS, STRIKES, OR OTHER LABOR PROBLEMS OR ANY FORCE MAJEURE. FURTHERMORE, THIS LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM THESE OF THE CO-BROWSE SERVICE, INABILITY TO USE THE CO-BROWSE SERVICE, OR THE INTERRUPTION, SUSPENSION, OR DISCONTINUATION OF THE CO-BROWSE SERVICE (INCLUDING, WITHOUT LIMITATION, SUCH DAMAGES INCURRED BY THIRD PARTIES). SUCH LIMITATION SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW. IN NO EVENT SHALL THE TOTAL, AGGREGATE LIABILITY OF KEYBANK AND ITS SUBSIDIARIES, AFFILIATES, AGENTS, EMPLOYEES, AND VENDORS UNDER OR IN RELATION TO THESE CO-BROWSE TERMS TO YOU EXCEED ONE HUNDRED U.S. DOLLARS ($100.00). SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
JURISDICTION AND VENUE
You agree and hereby submit to the exclusive personal jurisdiction and venue of the State courts and federal courts in Cuyahoga County, Ohio, with respect to all matters relating to your access to or use of our Website or any Product, Material or Service. You irrevocably consent to such jurisdiction and venue.
Any claim arising out of or relating to these Co-Browse Terms concerning the Co-Browse Services is subject to the terms and conditions concerning Arbitration and Waiver of Jury Trial described in our Deposit Account Agreements.