This Customer Sale and Service Agreement dated the       day of                            , 2021 is between Keyfree Technologies Inc. doing business as KēZ located at 37 Advance Road, Suite 100, Toronto M8Z 2S6, Ontario, Canada

and:

Name:

Address

Telephone Number:

Email Address:

Hereafter referred to as the “Purchaser”.

Purchase Prices are listed on Schedule “A” attached.

PRODUCT:

NUMBER OF UNITS:

PURCHASE PRICE EACH:                                              $

TOTAL PURCHASE PRICE:                                             $

SALES TAX:                                                                       $

DELIVERY CHARGE:                                                        $

TOTAL:                                                                                    $

Definitions

For the purposes of this Sale Agreement, the following words shall have the meanings assigned to them below:

“App” or “Application” shall refer to any and all KēZ applications, also called “KēZ App”.

“Confidential Information” means all know-how, designs, drawings, pricing information, specifications and other information, whether or not reduced to writing, relating to: (a) the design, manufacture, use, marketing and service of any Products of KēZ; (b) information comprising KēZ’s trade secrets, patents or relating to the business of KēZ that may be divulged to you that is not generally known to the public; data and source code of the Software; (d) marketing; and (e) other sensitive information relating to KēZ, the Product, the Software or the Services that is not generally known to the public.

“Product” shall refer to any and all: (i) proprietary hardware device; (ii) accompanying items; and (iii) KēZ hardware devices, items or accessories containing pre-installed software.

“Purchase Price” is listed om Schedule “A”.

“Services” shall refer to the service provided through KēZ and other services you subscribe to or purchase from KēZ, including without limitation, a service giving the ability for you to logon to and/or manage your account via: (a) the KēZ website; and (b) a KēZ App for any smartphone or other device.

“Service Purchase” shall refer to all charges, fees, penalties, interest and other costs invoiced by KēZ for any KēZ Product or Service.

“KēZ”, “we” and “us” shall refer to Keyfree Technologies Inc. No distributor or dealer is authorized to or may bind KēZ in any manner whatsoever, and may not modify this Sale Agreement in any way without the express written consent of an authorized representative of KēZ.

“KēZ App” shall refer to any application designed by KēZ for use on a smartphone, tablet or other mobile device (as specified on the KēZ website”).

“SMS Messages” shall refer to text messages sent by KēZ to your mobile phone number that you provide to KēZ when registering your Account.

“Software” shall refer to KēZ software for use from or downloaded on your computer, smartphone or other device that enables you to (a) access your Account and activate the Product.

“Specifications” means only the detailed specifications or descriptions of the Product as provided by KēZ.

“website” shall refer to KēZ’s website located at www.getKēZ.com.

PRODUCT REPRESENTATION

BY ACTIVATING KĒZ SERVICES AND USING THE KĒZ PRODUCT, YOU ACKNOWLEDGE YOUR INTENTION TO BE BOUND BY THIS CUSTOMER SALE AND SERVICE AGREEMENT PROVIDED TO YOU OR MADE AVAILABLE TO YOU AT THE TIME OF PURCHASE VIA htpp:// www.getKēZ.com WEB SITE (THE “ AGREEMENT”).

1. INFORMATION You acknowledge and agree that the information, hardware and software made available by the Services are intended to provide car and trunk access, smoke detection, battery information, additional security, door access, rust protection and speed control by the use of a smartphone. You further acknowledge and agree that previous information provided to you are superseded by this Sale Agreement.

2. PAYMENT You agree to provide accurate, valid credit card information and authorization for such payment relating to this Sale Agreement.

3. YOUR ACCOUNT Our privacy statement, located on our getKēZ.com webhsite and incorporated herein by reference sets forth your and our rights and responsibilities with regard to your personal information. In order to change any of your account information with us, you must use your Account Username and Password or such other security authentication option assigned or selected during our on-line application process. Please safeguard your Account Username and Password and such other security authentication information from any unauthorized use. In no event will we be liable for the unauthorized use or misuse of your Account Username and Password and such other security authentication information.

4. a) With the exception of the door and trunk access feature, you may not assign or transfer the Product or Services without our written consent. You may register up to five (5) telephone numbers to share KēZ door access to your vehicle.  If you attempt to assign or transfer the Product or any of the other Services, we may deactivate your Services.  You agree to notify us within five (5) days of selling, giving away or otherwise transferring your KēZ Product to anyone else. You are considered to be the registered Purchaser of your KēZ Product and recipient of the Services until we receive such notice, and you may be liable for any charges and fees incurred by the use of the Product by anyone else up to the time that we receive your notice.
   b) For those purchasers of KēZ who use the key sharing facility over and above the 5 registered telephone numbers referred to in a) above, for instance for car rental or car sharing, there will be a two ($2.00) dollar charge made each time a new telephone number is added over and above the 5 registered numbers which will go towards administering server costs. The charge will be automatically made against the credit card provided to Keyfree.

5. LIMITED SOFTWARE SALE AGREEMENT – In consideration of the payment of the Purchase Price, KēZ grants to you the use of the software loaded on the Product solely for the purpose of enabling KēZ to provide the Services described herein with respect to the Product. You shall not modify, reverse engineer, decompile, or disassemble any software.

6. INSTALLATION`– The Product must be installed strictly as provided in the installation guide supplied with the Product. The KēZ dropdown menu response will confirm if your vehicle will require the KēZ adaptor, the KēZ hardwired product or the KēZ suitable for API connection.  You are responsible for the proper installation of the Product in the Vehicle in accordance with this provision. YOU UNDERSTAND AND AGREE THAT KĒZ IS NOT RESPONSIBLE FOR, SHALL HAVE NO OBLIGATIONS WITH RESPECT TO, AND SHALL HAVE NO LIABILITY FOR, A PRODUCT NOT INSTALLED IN ACCORDANCE WITH THIS SECTION.

7. WEBSITE – You acknowledge and agree that the information and Services provided by KēZ are accessed by you in part through the website. You accept and agree to comply with the Terms of Use, Privacy Policy, and copyright and trademark notices of KēZ posted on the website and in effect from time to time. You acknowledge and agree that, because the Services are provided in part through the website, it is necessary for you to have computer equipment and an internet connection that meets minimum specifications published by KēZ from time to time on the website, and you acknowledge and agree to periodically update your computer equipment or internet connection to meet such minimum specifications. You acknowledge that the Services may be interrupted due to (a) website downtime for scheduled maintenance at KēZ’s sole discretion, or (b) interruptions in internet connectivity or other website downtime caused by circumstances beyond KēZ’s control, including, without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, computer or telecommunications failures, delays involving hardware or software not within KēZ’s control, network intrusions or denial of service attacks. You agree that KēZ shall not, in any way, be liable for, or have responsibility with respect to any such Services

8. REPRESENTATIONS AND WARRANTIES You agree and warrant that the information that you provide to us during the application process or to apply for KēZ Services is, to the best of your knowledge and belief, complete and accurate and that any future changes to this information will be provided to us in writing in a timely manner according to the modification procedures in place at that time. You agree that your use of our Services is solely at your own risk.

9. LIMITED WARRANTY. See attached Warranty and Return Policy.

10. WARRANTY EXCLUSION. EXCEPT AS PROVIDED HEREIN and in the Warranty and Return Policy, NO OTHER WARRANTIES SHALL APPLY, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE MAKE NO WARRANTY OR REPRESENTATION THAT OUR PRODUCT AND/OR SERVICES WILL MEET YOUR REQUIREMENTS, OR WILL WORK IN COMBINATION WITH ANY HARDWARE, SOFTWARE OR SERVICES PROVIDED BY THIRD PARTIES, OR THAT THE PRODUCTS AND/OR SERVICESS WILL BE UNINTERRUPTED, TIMELY OR ERROR FREE; NOR DO WE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED THROUGH THE USE OF OUR PRODUCT OR SERVICES OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH OUR WEBSITE OR NOTIFICATION SYSTEM. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF OUR WEBSITE OR NOTIFICATION SYSTEM IS DONE AT YOUR OWN DISCRETION AND RISK, AND THAT ANY REMEDIAL ACTION IS SOLELY YOUR RESPONSIBILITY. TO THE EXTENT THAT JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

11. LIABILITY OF PARTIES – Limitation and Exclusions

          YOU AGREE THAT OUR ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE KĒZ PRODUCT AND/OR SERVICES PROVIDED UNDER THIS AGREEMENT OR FOR ANY BREACH OF THIS AGREEMENT IS SOLELY LIMITED TO REPAIR OR REPLACEMENT OF SUCH DEFECTIVE PRODUCTS; AND TO THE AMOUNT YOU PAID TO US FOR SUCH SERVICES IN THE YEAR IN WHICH SUCH LIABILITY AROSE. YOU ASSUME ALL RISK AND ACCEPT ALL LIABILITY ASSOCIATED WITH THE USE OF THE PRODUCT AND SERVICES. KĒZ SPECIFICALLY DISCLAIMS LIABILITY FOR ANY AND ALL DIRECT, INDIRECT, SPECIAL, GENERAL, PUNITIVE, EXEMPLARY, AGGRAVATED, INCIDENTAL OR CONSEQUENTIAL LOSS OR DAMAGES, EVEN IF WE HAVE PREVIOUSLY BEEN ADVISED OF THE POSSIBILITY OF THE SAME, WHETHER FORESEEABLE OR UNFORESEEABLE OF ANY KIND WHATSOEVER, INCLUDING BUT NOT LIMITED TO LOSS OF OR DAMAGE TO PROPERTY OR TO DATA, THE VOIDING OF YOUR VEHICLES’S WARRANTY, LOSS OF PROFITS OR ANTICIPATED PROFITS ARISING OUT OF THE USE OF OR INABILITY TO USE THE PRODUCT OR SERVICES, THE RECEIPT OR FAILURE TO RECEIVE DATA, NOTIFICATION OR FAILURE OF NOTIFICATION, OR INDEMNITY IN RESPECT OF ANY CLAIM RELATED TO A PRODUCT OR SERVICE, LOSS OF CONTRACT, OR LOSS OF OTHER ECONOMIC ADVANTAGE, INCURRED BY YOU OR ANY THIRD PARTY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY COLLATERAL CONTRACT.

12. Intellectual Property. You shall not alter, obscure, remove, cancel or otherwise interfere with any markings (including without limitation any trademarks, logos, trade names, or labelling) applied by KēZ. You acknowledge that Keyfree is the sole owner of the trademarks, patents and all other intellectual property rights used in association with the Unit(s) and that you have no right, title or interest whatsoever in such intellectual property and any goodwill associated therewith and that all goodwill associated with such intellectual property is owned by and shall enure exclusively to and for the benefit of Keyfree. Further, you shall not represent in any manner that you have acquired any ownership rights in such trademarks or other intellectual property of Keyfree.

13. INDEMNITIES You agree to defend, indemnify and hold KēZ and each of their officers, directors, employees, agents, contractors, subsidiaries, affiliates, or parent companies o harmless from and against any damages, liabilities, claims, costs and expenses (including reasonable attorneys’ fees) to the extent arising out of or resulting from your negligence or willful misconduct. If, within thirty (30) days after notice, you fail to accept defense, the party seeking indemnification shall have the right, but not the obligation, to undertake the defense of, and to compromise or settle any claims on your behalf, for your account, and at your risk. You also agree to defend, at your own expense, any suit or proceeding against KēZ for the infringement of any patent or copyright by any services, systems, products of parts deployed by you or on your behalf in combination with or connection with any product or service provided by KēZ, where such KēZ product or service would not be infringing without such combination and/or connection; and you agree to pay all damages and costs finally awarded against KēZ because of the infringement.

14. SEVERABILITY You agree that the terms of this Agreement are severable. If any term or provision is declared invalid or unenforceable, that term or provision will be construed consistent with applicable law as nearly as possible to reflect the original intentions of the parties, and the remaining terms and provisions will remain in full force and effect.
    
    
15.  ENTIRETY          You agree that this Agreement, the website Terms of Use, rules and policies published by us and our Privacy Policy are the complete and exclusive agreement between you and us regarding our services. This Sale Agreement supersedes all prior agreements and understandings, whether established by practice, policy or precedent.
    
    
16.  GOVERNING LAW You agree that this Agreement and any disputes hereunder shall be governed in all respects by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable thereto.

17. AGREEMENT TO BE BOUND By applying for KēZ Services through our online application process or by using the Services provided by KēZ under this Sale Agreement, you acknowledge that you have read and agreed to be bound by all terms and conditions of this Sale Agreement and any pertinent rules and policies that are or may be published by KēZ

BY CLICKING “I ACCEPT” BELOW, YOU ARE REPRESENTING TO KĒZ THAT YOU HAVE FULLY READ AND UNDERSTAND ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AND AGREE TO ABIDE BY ALL SUCH TERMS AND CONDITIONS.

CLICK “I ACCEPT” TO ACCEPT THIS AGREEMENT.