Terms and conditions

Updated on: june 17, 2025

1. Introduction and Acceptance of the Terms

1.1. Introduction of the Company

Keybe Inc. (hereinafter Keybe) is a technology corporation registered in the state of Delaware, United States, founded with the vision of leading a new era in which human and artificial intelligence are integrated to unleash the true potential of people. Its purpose is to build a better future through ideas and code, developing innovative solutions that combine empathy, optimism and technology to transform the way companies interact with their customers.

Keybe’s services are provided by different entities depending on the region:

  • Keybe Inc, registered in Delaware, USA, for international clients.
  • KB Cloud Services MX S.A. de C.V., for customers in Mexico.
  • Keybe S.A.S., for customers in Colombia.

Each entity operates independently and is responsible for the provision of services in its respective jurisdiction.

1.2. Services Provided

The services governed by these Terms and Conditions are offered through the following platforms and domains managed by Keybe:

1.2.1. Keybe Cloud Software Products:

  • Biky.ai is an advanced artificial intelligence solution developed by Keybe Inc. designed to act as a digital employee within commercial teams. It is powered by Deep Learning, Generative AI and Large Action Models (LAM), enabling it to understand and manage complex conversations naturally, empathetically and efficiently. Biky.ai not only responds contextually, but also interacts proactively with enterprise information systems such as CRMs and messaging platforms to schedule appointments, populate data, perform automatic follow-ups and trigger workflows. Its objective is to unleash human potential, automating repetitive tasks and guaranteeing constant, multi-channel conversational attention with high levels of precision and personalization.
  • Smartchat.lat is an omnichannel communication platform based on Generative Artificial Intelligence and specifically designed to empower the capabilities of human teams. Unlike fully automated tools, Smartchat.lat acts as a conversational co-pilot that centralizes conversations coming from channels such as WhatsApp, Instagram Direct, Facebook Messenger and Webchat, facilitating efficient, agile and consistent management. Its design prioritizes human-IA collaboration: it automates simple responses, organizes conversation flows and allows users to classify, escalate and personalize each interaction. This not only improves response times and service quality, but also reduces the operational burden so that human teams can focus on tasks of greater strategic value. Smartchat.lat is a tool made by and for humans, with the purpose of amplifying their effectiveness, strengthening customer relationships and creating smarter, warmer and more consistent conversational experiences.

1.2.2. Keybe Cloud Software Modules:

Keybe offers an intelligent suite of modules to increase sales potential, operational efficiency and customer connection power through AI-driven automation, omnichannel communication and data-driven insights.

CDP (Customer Data Platform)

What it does: Unifies and analyzes all customer data, both structured and unstructured.

What it’s good for: Provides complete visibility into every customer, from their purchase history to their emotional tone.

How it helps the team:

  • Provides valuable context for every interaction.
  • Enables personalization of messages and offers.
  • Improves business decisions based on real-time information.

Why it matters: CDPs empower customer-centric marketing by enabling real-time and cross-channel data.

Funnels

What it does: Automates lead capture, qualification and guided progress through the sales process.

What it does: Converts prospects into customers through personalized journeys.

How it helps the team:

  • Helps reduce friction in the sales process.
  • Helps increase conversion rate without overloading the team.
  • Saves time by automatically guiding leads on the ideal path.

Why it matters: Automated funnels reduce abandonment rates and improve conversion efficiency.

Flows

What it does: Automates workflows by connecting more than 1,000 systems with no-code integrations.

What it does: Synchronizes tasks, messages and systems for frictionless operations.

How it helps the team:

  • Eliminates manual and repetitive tasks.
  • Speeds up operational times.
  • Creates a seamless cross-platform experience.

Why it matters: Codeless tools allow businesses to scale faster without relying on the capacity of the development team.

Outbound

What it does: Sends personalized WhatsApp, Email and SMS campaigns at scale using AI.

What it’s for: Extends reach and increases engagement with relevant and timely messages.

How it helps the team:

  • Helps maintain a constant connection with leads and customers.
  • Increases interaction opportunities with minimal effort.
  • Generate more closes with less operational overhead.

Why it matters: Personalized outbound messages get a +20% higher response rate than generic and average WhatsApp. While many people put off reading emails, 80% of WhatsApp messages are read within five minutes of receipt, and have an average open rate of 98%. Clearly, connecting with customers via WhatsApp is a smart move for any business.

Catalog

What it does: Creates dynamic, digital product catalogs with intelligent recommendations.

What it’s good for: Enhances the shopping experience and accelerates purchasing decisions.

How it helps the team:

  • Gives each customer exactly what they need automatically.
  • Helps shorten the sales cycle and improve close rates.
  • Provides a clean, standardized data architecture, ensuring that Biky and other systems can integrate, synchronize and operate under optimal data structures.

Why it matters: Digital catalogs reduce friction and enable more accurate and scalable product management.

Analytics

What it does: Monitors real-time performance and highlights opportunities for growth.

What it’s good for: Enables decisions based on data rather than assumptions.

How it helps the team:

  • Helps identify bottlenecks and areas for improvement.
  • Optimizes strategy quickly and effectively.
  • Supports smarter leadership and better resource allocation.

Why it matters: Data-driven organizations are 23 times more likely to acquire customers and 19 times more likely to be profitable.

Through these software products and modules, Keybe provides an integrated ecosystem that transforms the way companies manage their sales, communication and customer relationships, using the latest technology in artificial intelligence and deep learning.

1.3. Nature of the Agreement

These Terms and Conditions (the “Terms”) constitute a binding legal agreement between Keybe Inc. (referred to as “Keybe”, “we”, “us”, “us” or “our”) and the user (the “User”, “you” or “your”).

BY ACCESSING, USING OR PURCHASING ANY OF THE SERVICES DESCRIBED HEREIN, YOU SIGNIFY YOUR FULL AND UNRESERVED ACCEPTANCE OF THESE TERMS.

Any purchase of services offered by Keybe shall be subject to prior acceptance of these Terms, which shall be deemed to have been made at the time of such purchase.

1.4. Right of Modification

Keybe reserves the right to modify these Terms and Conditions at any time, in order to reflect regulatory changes, service improvements or operational adjustments. Any modification will be notified to the User at least thirty (30) days in advance, by means of a communication sent to the email address registered in your account and/or by means of a prominent notice on our platforms.

Modifications, including those of a substantial nature – such as changes in prices, terms of use, processing of personal data or limitations of liability – shall not require the User’s consent to become effective. It will be sufficient to comply with the above-mentioned notification period.

In case of disagreement with the modifications, the User may terminate the contract before the effective date of the changes, without any penalty. Continued use of the services after the expiration of the notification period shall be understood as acceptance of the new conditions.

1.5. Scope of Application

These Terms apply exclusively to the use of the Keybe platform and its services, including the artificial intelligence tool for sales, Biky.ai, and Smartchat.lat They constitute the entire agreement between the parties regarding the use of such services, without replacing previous written agreements regulating related matters.

In the event of any inconsistency between these Terms and an individual agreement, the provisions of the agreement shall prevail with respect to only those services expressly governed by the agreement. In all other respects, these Terms shall continue to apply.

1.6. Subsidiaries and Specific Contracts

These Terms and Conditions apply to all customers who contract Keybe’s services, regardless of their country of residence.

By default, all services are provided by Keybe Inc, a company registered in Delaware, USA, which acts as the group’s principal entity. However, in certain specific cases, the provision of services may be formalized through a contract signed with a local subsidiary, such as KB Cloud Services MX S.A. de C.V. in Mexico or Keybe S.A.S. in Colombia.

The choice of the contracting entity affects the invoicing and tax obligations of the Client:

  • Keybe Inc. invoices in U.S. dollars (USD) and its prices do not include local taxes outside the USA.
  • KB Cloud Services MX S.A. de C.V. invoices in Mexican pesos (MXN) and includes applicable taxes in Mexico.
  • Keybe S.A.S. invoices in Colombian pesos (COP) and includes local taxes according to Colombian regulations.

Each Keybe entity operates independently and is solely responsible for the services it provides. Contracting with one entity does not create any rights or obligations with respect to the others.

In particular, contracting with Keybe Inc. does not imply any responsibility for Keybe Mexico or Keybe Colombia and vice versa.

Each entity is only liable for the contractual obligations it has expressly assumed.

The signing of a contract with a subsidiary does not generate additional obligations for Keybe Inc. unless expressly stated in a written agreement.

In case of contradiction between these Terms and Conditions and a contract signed with a local subsidiary, the provisions of the contract shall prevail exclusively with regard to the provision of services by such subsidiary.

For all other aspects not expressly regulated in such contract, these Terms and Conditions shall remain applicable.

1.7. Privacy Policy

Keybe’s Privacy Policy details how the User’s personal information is collected, used and protected. Keybe’s Privacy Policy supplements these Terms and is considered an integral part of these Terms with respect to the processing of the User’s personal data. By accepting these Terms, the User acknowledges having read and accepted this Policy, and expressly authorizes the processing of his or her personal data in accordance with the purposes described therein.

The User’s personal information may be processed by Keybe Inc. or its subsidiaries for the execution of the contracted services. This processing is carried out in accordance with the applicable data transfer agreements and within the limits permitted by the data protection legislation applicable to each jurisdiction.

For more information on how data is handled in each country, please refer to the specific Privacy Policy attachments applicable to your jurisdiction:

  • United States: CCPA (California Consumer Privacy Act) and applicable federal laws.
  • Colombia: Law 1581 of 2012 – Habeas Data.
  • Mexico: Ley Federal de Protección de Datos Personales en Posesión de los Particulares (LFPDPPP).
  • European Union: GDPR

2. Eligibility and Requirements

2.1. Age Requirements

The use of Keybe’s services is restricted to persons over 18 years of age or those who have reached the age of majority according to the applicable laws in their country of residence. This ensures that the User has full legal capacity to accept and comply with these Terms and Conditions. In the case of minors, access will be conditional upon the express supervision and responsibility of a legal representative who assumes the obligations arising from the use of the services on their behalf. It is the responsibility of the legal representative to ensure that the minor uses the services properly and in accordance with current regulations.

Keybe may require the User to present documents proving the age of majority or legal capacity, when necessary to comply with local or international laws.

2.2. Authorization for Entities

When the User accesses or uses the services on behalf of an entity, such as a company or organization, he/she must represent and warrant that he/she has the necessary authorization and legal powers to represent and bind such entity to comply with these Terms and Conditions. This includes, but is not limited to, the ability to enter into contracts, enter into transactions and assume legal responsibilities on behalf of the represented entity. Any action taken without proper authorization will be considered a breach of these Terms and may result in suspension or termination of access to the services.

Keybe reserves the right to request at any time documentation proving the powers of representation of the User with respect to the entity he/she claims to represent. Failure to provide or falsification of such documentation may result in immediate suspension of the services.

Keybe may request confirmation that the represented entity is not subject to trade restrictions, international sanctions or export control laws preventing the use of the services. In case of non-compliance, Keybe may suspend or limit access to the services.

2.3. Eligibility Restrictions

Access to Keybe’s services is expressly prohibited for any User who:

  • Is included on international sanctions lists, such as those established by the Office of Foreign Assets Control (OFAC) or other relevant authorities.
  • Has previously violated Keybe’s Terms and Conditions, including cases of fraud, misuse or any other serious violation.
  • Acts in contravention of applicable local, national or international laws, such as privacy, international trade or intellectual property regulations.

The User agrees to cooperate in good faith with any reasonable verification or audit that Keybe decides to perform to ensure compliance with these Terms. Refusal to provide information requested in this context may be considered a serious breach of contract and may justify immediate suspension of services, without right to refund or compensation.

3. Account Creation and Access

3.1. Registration

To access Keybe’s services, the User must create an account by providing true, accurate, current and complete personal information. This includes, but is not limited to, full name, email address, password creation and a phone number. All information provided during the registration process must be current and accurate for the duration of the contractual relationship. Keybe reserves the right to verify the authenticity of the data provided and may request additional information to validate the identity of the User or to ensure the security of the services.

The accuracy and updating of the data are essential for the continued use of the services. In case of detection of incorrect or incomplete data, Keybe may restrict, suspend or terminate the User’s account until such situation is remedied. In addition, fraudulent use or submission of false information will be considered a serious violation of these Terms and Conditions, which may result in permanent disabling of the account.

The User agrees not to create multiple accounts to circumvent technical, commercial or usage restrictions imposed by Keybe, unless previously authorized in writing.

3.2. Credential Management

The User is solely responsible for maintaining the confidentiality and security of his/her access credentials, including the password and any other authentication mechanism linked to his/her account. Any activity carried out through his account will be presumed to have been authorized by him, unless he has previously notified Keybe of unauthorized access.

The User agrees to take all reasonable measures to protect his credentials from third parties, and to immediately inform Keybe in case of loss, theft or suspected misuse or unauthorized access to his account. Failure to notify Keybe in a timely manner will limit Keybe’s liability for any consequences resulting from such access.

Sharing credentials with third parties, using third party accounts or allowing third parties to access the User’s account is strictly prohibited. Any breach of this provision will be considered a serious breach of these Terms and may result in immediate account suspension or termination, without prejudice to any legal or contractual action Keybe deems necessary, including claims for damages.

3.3. Account Closure and Inactivity

Keybe may suspend accounts in the following cases:

  • For non-payment: if the corresponding payment is not registered by the established cut-off date.
  • For breach of the Terms and Conditions: in case of any violation of the contractual provisions.
  • For misuse, fraud or manipulation of the system: including activities that threaten the integrity of the service or other users.
  • At Keybe’s discretion: provided that prior notice is given to the User at least seventy-two (72) hours in advance.

If an account remains suspended for eight (8) calendar days without regularization of the situation, it may be deleted. In such case, all associated data will be archived in a secure backup.

To recover the account and restore the information, the User must make a one-time payment of ninety-eight dollars (USD $98.00). This recovery includes the reactivation of integrations with third parties, such as Shopify, VTEX, Woocommerce, CRM, META (Facebook, WhatsApp, Instagram, etc.).

However, data generated or received during the suspension period – such as incoming messages or interactions through third parties – cannot be retrieved, as these are external services beyond Keybe’s control.

In cases of fraud, manipulation or serious violations, the User must also resolve any outstanding obligations with Keybe before being able to reactivate his/her account or create a new one.

4. Use of the Services

4.1. General Obligations of the User

The User agrees to use Keybe’s services ethically, responsibly, in good faith and in strict compliance with these Terms and Conditions, applicable laws and regulations, as well as the usage policies and Privacy Policy established by Keybe.

This includes, but is not limited to, the following specific obligations:

  • Prohibition of unlawful activities: not to use the services for illegal, fraudulent or unauthorized purposes, such as activities that infringe third party rights or applicable laws.
  • Respect intellectual property rights: Refrain from acts that infringe the intellectual property rights of Keybe or third parties, including unauthorized reproduction, distribution or exploitation of content or tools provided by Keybe.
  • Comply with all local, national and international laws applicable to the use of Keybe services.
  • Not to share or resell services: It is forbidden to share, sublicense or resell Keybe services without the express written authorization of the company.

In addition, the User agrees to immediately notify Keybe of any unauthorized, suspicious or irregular use of his account. It also guarantees the truthfulness, accuracy and constant updating of all information provided during registration and in the course of using the services.

This commitment includes the obligation to comply at all times with the Acceptable Use Policy, as well as to cooperate reasonably and diligently in any internal investigation or formal requirement issued by competent authorities in connection with the use of the services.

The User’s Affiliates may not access or use the Keybe Services under the account or authorization of the primary User. Each Affiliate wishing to use the Services must register independently, create its own account and expressly accept these Terms and Conditions.

4.2. Keybe’s Obligations

Keybe is committed to:

  • Quality and service standards: to provide the Services in accordance with industry standards and in compliance with applicable technical documentation, including usage guidelines and security policies.
  • Data Protection: Implement commercially reasonable security measures to protect User information from unauthorized access, loss or alteration.
  • Notification of changes: Inform the User of important updates, technical changes or modifications to the services with adequate advance notice, to the extent possible.

In addition, Keybe will take proactive measures to detect and eliminate threats such as viruses, malware or any malicious programs that may affect the quality of the services.

Notwithstanding the foregoing, the User acknowledges that no system is completely infallible and that, despite the measures implemented, security incidents may occur. In such a case, Keybe shall not be liable for losses arising from external attacks beyond its reasonable control, except in the case of willful misconduct or gross negligence.

4.3. Special Offers (Alpha/Beta)

Services labeled as “Alpha” or “Beta” are experimental stage products that may not have the technical stability of the main services. Users who choose to participate in these offerings should be aware of the associated risks, such as possible technical bugs or functionality limitations. By choosing to use these versions, the User accepts that:

  • Disclaimer: Keybe shall not be liable for any failures, errors or interruptions in these experimental services. These services are provided “as is”, without express or implied warranty of continued operation, compatibility or fitness for a particular purpose.
  • Discontinuation: Keybe may, at its sole discretion, suspend or withdraw the Alpha/Beta offerings without notice.

User agrees to use these versions with caution and understands that they are subject to continuous improvement.

Third party content may appear on Keybe’s Website and/or Services, or the User may access this content through links provided on our platforms. Keybe shall not be liable for any errors, misstatements, defamatory statements, omissions, falsehoods, obscenities, pornography or any other inappropriate content present in third party content accessible from our Services or from external websites linked through links.

The information and opinions contained in such content represent solely the ideas and views of their authors and do not necessarily reflect the beliefs or opinions of Keybe. Users who decide to access these external websites do so at their own risk. The inclusion of links to third party websites does not imply endorsement or approval by Keybe.

Keybe does not control and is not responsible for the privacy policies or data processing practices of third party websites that the User may visit through links from our platforms.

4.5. Suspension of the Services

Keybe may temporarily or permanently suspend access to the services in specific cases, such as:

  • When the User violates these Terms and Conditions or the Acceptable Use Policy or any related binding agreement.
  • If unauthorized use, system abuse, fraudulent activities, actions that compromise the safety of other users, or attempts to tamper with the services are detected.
  • Prolonged inactivity or non-payment as provided in clause 3.3.
  • In case of significant technical failures, unscheduled maintenance, security incidents, compliance with regulations, legal orders or regulatory changes that affect the provision of services.

Keybe will notify the User, when reasonably possible, explaining the reason for the suspension, the actions necessary for reactivation and the estimated deadlines.

In cases of remediable non-compliance, the User will have a period of seven (7) business days from the notification to correct the situation, unless the severity requires immediate action. Suspension may be immediate and without notice if the situation represents a serious risk to security, data integrity or compliance with the law. In such cases, the User will be notified as soon as possible.

Keybe will take reasonable measures to resolve technical or security problems and restore services as soon as possible, provided that the breach or misuse has been remedied.

In the event of adverse modifications to APIs or critical services, Keybe will provide at least seven (7) days notice and inform the User of available alternatives to mitigate the impact.

Keybe will not be liable for:

  • Economic losses, operational disruptions or indirect damages arising from the suspension, except in cases of gross negligence or willful misconduct.
  • Damages associated with the User’s inaction in response to suspension notices.

In case the User does not remedy the breach within the given period, Keybe may proceed with the final termination of the account and the contractual relationship.

Suspension or limitation of access to the services shall not entitle the User to compensation, reimbursement or indemnification, unless such action has been taken arbitrarily or with gross negligence on the part of Keybe.

5. Artificial Intelligence

5.1. AI Ownership and Results

Keybe retains exclusive ownership of all intellectual property rights to the artificial intelligence models developed, including any future enhancements, updates or modifications that are implemented. This encompasses algorithms, specific configurations, and any associated technological innovations. However, the data provided by the User to customize or train the AI models will remain their exclusive property, guaranteeing their privacy and full control over such information. Keybe ensures that it will not use this data for purposes other than those agreed in these Terms and Conditions.

The results generated by the artificial intelligence models from the User’s data and instructions may be used by the User within the framework of its legitimate activity. However, such results shall not confer on the User any rights to the underlying models, methods or technologies developed by Keybe. To the extent that the results contain elements protected by Keybe’s intellectual property rights, the User is granted a limited, non-exclusive, non-transferable and revocable license to use them in the context of the contracted services.

5.1. Risks and Warranties

The User accepts and acknowledges that the use of artificial intelligence tools involves inherent risks due to the complex and constantly evolving nature of these technologies. The results generated may contain errors, inaccuracies or unexpected interpretations that do not necessarily reflect a complete human understanding. In this regard:

  • Technical limitations: AI may generate results that are not accurate or applicable in all contexts. For example, automated responses may not be suitable for critical or high-impact decisions.
  • User Autonomy: Keybe is not responsible for decisions made by the User based on the results generated by the AI. The User must validate, monitor and contextualize any information provided before applying it in their environment.
  • Disclaimer of warranties: While Keybe strives to ensure a high level of quality and accuracy in its AI models, it does not guarantee perfect results or the total absence of technical errors. The ultimate responsibility for the use of the results rests solely with the User.

Keybe strongly recommends that Users maintain rigorous monitoring criteria when integrating artificial intelligence tools in their operational, commercial, administrative or any other processes. It is the sole responsibility of the User to validate, interpret and adequately monitor the results generated by these tools, ensuring that their application complies with the intended purposes, current regulations and ethical and technical principles governing their sector.

The results produced by artificial intelligence should be considered as automatically generated recommendations based on data and patterns, not as definitive instructions or professional advice. The User acknowledges and agrees that human judgment must be exercised before making any decision based, in whole or in part, on such results.

In no event shall Keybe be liable for any errors, omissions, operational decisions, economic loss, reputational damage, business interruption, or any direct, indirect, incidental or consequential damages of any kind arising out of the use of artificial intelligence, including the interpretation or implementation of its results. This exclusion applies even if such damages arise in critical or strategic contexts for the User, except in cases where intent or gross negligence on the part of Keybe is proven.

5.3. Ethical Compliance

The use of Keybe’s artificial intelligence is strictly conditioned to compliance with ethical and legal standards. The User agrees to:

  • Permitted activities: use AI exclusively for legal, legitimate and ethical purposes, which do not infringe third party rights or contribute to fraudulent, discriminatory or harmful activities.
  • Specific prohibitions: It is expressly prohibited to use the AI to generate content that is harmful, misleading, violent, pornographic or that promotes any type of hatred or discrimination. Failure to comply with these provisions will be considered a serious violation of the Terms and Conditions.
  • Personal responsibility: The User shall be responsible for ensuring that all interactions and results generated by the AI comply with applicable local and international regulations, including privacy, security and human rights regulations.

Keybe reserves the right to monitor or audit the use of its artificial intelligence tools, automatically or manually, in order to verify compliance with these ethical and legal standards. In case of non-compliance, Keybe may, at its sole discretion, immediately suspend services, remove the User’s access to AI tools and, if necessary, initiate legal action to protect its interests and those of affected third parties. This ethical commitment not only protects Keybe and its Users, but also encourages a responsible and beneficial use of technology in society.

6. Intellectual Property

6.1. Keybe Intellectual Property Rights

Keybe retains all right, title and interest related to its services, including, but not limited to, software, algorithms, databases, interfaces, designs, content, trademarks, trade names, logos and any other element protected by intellectual property rights. Exclusive ownership of these elements ensures that Keybe can maintain control over their development, enhancement and distribution.

Use of Keybe’s services does not transfer to the User any intellectual property rights except for a limited, non-exclusive, non-transferable license to access and use them in accordance with these Terms and Conditions. Nothing in these Terms shall be construed as conferring by implication to the User any rights to any technology, know-how or future developments not expressly licensed. It is strictly prohibited, unless expressly authorized in writing by Keybe:

  • Reproduce, modify, distribute, market, publish or create derivative works based on the Services without the prior written consent of Keybe.
  • Use Keybe’s trade names, trademarks, service marks or logos in connection with another’s products or services, or in any manner that is likely to cause confusion.
  • Perform, allow third parties to perform, reverse engineer, decompile or otherwise attempt to derive the source code of the services, unless legally permitted.

Keybe retains exclusive ownership of the results derived from its artificial intelligence model and warrants that associated trademarks, such as “Keybe.ai“, “kb.live”, “Biky.ai” and “Maky”, are duly protected as registered service marks. Other names mentioned on its platforms may be trademarks of third parties, used pursuant to specific legal agreements or licenses.

In addition, Keybe ensures that the User’s data used to customize or train artificial intelligence models will not be commercially exploited without the express consent of the User.

6.2. Rights to User Content

The User retains ownership of all content that it uploads or provides through the services (“User Content”). However, by using the services, the User grants Keybe a non-exclusive, worldwide, royalty-free, sub-licensable and transferable license to use, process and analyze such content solely for the purpose of providing, improving and maintaining the quality of the services.

This license does not involve the transfer of ownership rights in the User’s content to Keybe, and is strictly limited to the extent necessary to operate the services effectively. Keybe assures that any content provided by the User will be treated in accordance with applicable laws and the company’s Privacy Policy.

Keybe assumes no obligation to review, monitor or control User Content, except as required by applicable law or court order.

Sublicensing and transfer will only be permitted where strictly necessary to provide the services (e.g. to technology providers), without implying commercial exploitation of the User Content.

6.3. Use of AI Generated Results

The results generated by tools such as Smartchat.lat or the Biky.ai are considered property of the User, subject to applicable legal provisions. Keybe may keep records of these results for limited purposes, such as internal analysis, continuous improvement of services and regulatory compliance, always respecting the privacy regulations in force.

The User is responsible for the use of these results, and Keybe will not be liable if they are used in a manner that infringes third party rights or violates applicable laws.

Keybe may keep records of the results generated by AI in an anonymized form, provided that they do not contain personal data or elements protected by User rights, and only for internal purposes of analysis and improvement of its models.

6.4. Use of User’s Marks

The User grants Keybe the right to use its name, logo and a description of its use case for references on our website, press releases, calls for submissions, or marketing or promotional materials. This use will be subject to the standard trademark usage guidelines that the User expressly provides to Keybe.

Such use shall not require prior approval by the User. If the User wishes Keybe not to use its trademarks for these purposes, the User must notify Keybe in writing through official communication channels.

6.5. Infringement of Intellectual Property Rights

In case the User considers that his/her intellectual property rights have been infringed by Keybe’s services, he/she may file a claim through the official contact channels. Keybe will investigate such claims and, if appropriate, will take the necessary measures, including the suspension or removal of the content infringing such rights.

For its part, if Keybe detects misuse of its AI models, trademarks or any element protected by intellectual property, it may immediately suspend the related services and take legal action against the User.

Keybe reserves the right to claim damages, including legal costs, for misuse of its intellectual property or contractual violations.

Keybe retains all rights to data generated in anonymous or aggregated form during the use of the services, provided that such data does not directly or indirectly identify the User or third parties. Such data may be used by Keybe for legitimate purposes, including the improvement, analysis and evolution of its technologies, without compromising the confidentiality or the rights of the User.

The User retains exclusive ownership over the personalized data he/she provides to Keybe to train, configure or adapt the artificial intelligence models, including specific configurations made according to his/her particular needs. These data will be treated in accordance with the provisions of the Privacy Policy and applicable data protection regulations.

However, the customization of the models does not grant the User any property right over the base model, its architecture, nor over the developments derived from its operation. Keybe shall at all times retain exclusive ownership of its artificial intelligence models, even when they have been adjusted with User data.

The User undertakes not to use, reproduce, sublicense or exploit Keybe’s artificial intelligence models, in whole or in part, outside the framework of the contracted services, unless expressly authorized in writing. Any unauthorized use will be considered a serious infringement and may be sanctioned in accordance with current legislation and these Terms.

7. Confidentiality and Protection of Personal Data

7.1. Protection of Personal Data

Keybe is committed to protecting the User’s personal data in accordance with applicable laws and its Privacy Policy. This policy, accessible here, details the principles, processes and measures implemented to ensure the security, confidentiality and proper handling of personal information. The User may request at any time the deletion of his/her personal data, always subject to applicable legal and contractual obligations.

7.2. Use of User Data

The data collected by Keybe will be used exclusively to provide, maintain and improve the contracted services. Keybe adopts reasonable technical and organizational security measures, such as data encryption and restricted access controls, to prevent unauthorized access, alteration or loss of information.

User data will not be shared with third parties, except in the following circumstances:

  • When strictly necessary to provide the services, and only with suppliers or subcontractors that meet equivalent standards of confidentiality and data protection.
  • By legal or judicial requirement, in which case Keybe will notify the User, to the extent permitted by law, before disclosing any information.

Any third party accessing User data shall be contractually obliged to comply with confidentiality and data protection obligations equivalent to those of Keybe.

7.3. User Feedback

Any suggestions, comments or feedback provided by the User may be used by Keybe to improve its products and services. This shall not generate any obligation of financial compensation to the User, and Keybe shall retain the right to implement such ideas at its sole discretion.

Unless expressly stated otherwise, comments, suggestions or feedback shall not be considered Confidential Information.

7.4. Confidentiality of Information

7.4.1. Definition of Confidential Information

Confidential Information” is considered to be any data or information provided by one party to the other (the “Disclosing Party” to the “Receiving Party”), which is marked as confidential or which, by its nature, should reasonably be considered confidential. This includes, but is not limited to, customer data, strategies, technical or business processes, pricing, customer lists and other information relating to the activities of the parties.

Information shall not be considered confidential if it:

  • Is in the public domain without violation of these Terms.
  • Has been previously known to the Receiving Party without restriction.
  • Is disclosed by a third party in a legitimate and unrestricted manner.
  • Is independently developed by the Receiving Party.

7.4.2. Use and Disclosure of Confidential Information

Keybe shall protect the User’s Confidential Information using a level of care at least equal to that applied to its own confidential information, and never less than reasonable care. Confidential Information will be used only for the purposes defined in these Terms and Conditions.

Keybe may share Confidential Information only with employees, subcontractors or legal counsel who have a “need to know”, provided that they are subject to equivalent confidentiality obligations.

Confidentiality obligations shall remain in effect for the duration of the contractual relationship and for an additional period of 5 years after its termination, unless a longer period is required by applicable law. Likewise, it is forbidden to use the Confidential Information for competitive purposes or for purposes other than those expressly authorized.

7.4.3. Compulsory Disclosure

If disclosure of Confidential Information is required by law, regulation, subpoena or court order, Keybe will notify the User, to the extent permitted by law, prior to making such disclosure. In addition, Keybe will take reasonable steps to minimize exposure of such information.

7.4.4. Precautionary Measures

In the event of an actual or potential breach of confidentiality provisions, the affected party may seek immediate injunctive relief to protect its rights, without prejudice to other available legal remedies.

7.4.5. Accountability and Transparency

Keybe guarantees the User transparency in the handling of his information. Any request for access, rectification or deletion of data must be sent through official channels, and Keybe undertakes to respond within a reasonable time in accordance with current regulations.

These provisions underline Keybe’s commitment to security, privacy and ethical use of User data and reinforce a relationship of mutual trust.

8. Financial Conditions

8.1. Pricing Structure

Keybe services are operated under a subscription or consumption model, with detailed prices available on the platform in the Consumption section and published on the official website: https://biky.ai/usa/pricing/ Keybe reserves the right to correct manifest errors in the published prices, notifying the User in a timely manner before such change affects the billing.

Keybe will notify any price adjustment 30 days in advance.

The User shall bear any additional costs, fines or penalties that Keybe faces as a result of legal, regulatory or telecommunications provider related requirements.

In case of default in payments, Keybe may restrict the creation of new accounts until all outstanding obligations are cured, and shall be entitled to make reports to the credit bureaus of each country where it operates.

8.2. Payments and Methods

8.2.1. Currency

Payments to Keybe Inc. shall be made exclusively in U.S. dollars (USD). For contracts signed with KB Cloud Services MX S.A. de C.V. or Keybe S.A.S., payments will be made in local currency (MXN or COP) and include applicable taxes.

8.2.2. Accepted Means of Payment

Keybe allows payments by national or international bank transfers, credit cards and prepaid cards. The use of payment buttons and consignments will be available only when it has been expressly established in a contract signed between the User and one of our authorized subsidiaries.

The User acknowledges as valid and enforceable all payments made through the authorized means, without the possibility of withdrawal except in cases expressly provided for by applicable law.

8.2.3. Payment Models

8.2.3.1. Balance Based Consumption

In this model, services require a positive balance prior to consumption. The system will automatically deduct the costs as the services are utilized.

8.2.3.2. Credit Payments

In this model, Keybe will issue an invoice on the cut-off date of the contracted plan. The User will have a standard period of seven (7) calendar days to make the corresponding payment.

In case the User requires an extension of the term, it must be previously approved by Keybe’s financial area. If payment is not made within the agreed period, a late payment fee of 2% per month or the maximum allowed by law will be applied.

In addition, services will be suspended automatically without prior notice, in accordance with clause 4.5. If the non-payment lasts for more than fifteen (15) calendar days from the due date, the account may be closed definitively, as indicated in clause 3.3.

Additionally, when the User requires payment by Purchase Order and bank transfer that requires manual operational administration by our financial team, an additional charge of 3% of the invoice value before taxes will be applied as Financial Administration.

Keybe also reserves the right to report the User to the corresponding credit bureaus, according to the applicable regulations.

8.2.3.3. Automatic Renewal and Non-Working Day Cutoff Dates

If the cutoff date of a plan or subscription falls on a non-business day, such as Saturdays, Sundays or holidays, Keybe will adjust the effective end date to the nearest previous business day to avoid an involuntary automatic renewal.

In these cases, service may be suspended or terminated one business day prior to the original cut-off date, ensuring that the user does not incur unnecessary charges. This measure is applied in order to avoid administrative errors and ensure proper financial management.

The User acknowledges and accepts that this policy seeks to protect its interests and avoid the generation of unwanted payments due to operational restrictions of the financial team.

8.2.3.4. Exclusion of Incentives in Recovery of Overdue Invoices

The collection of invoices not made within two (2) months from the date of issuance of the invoice, and subsequently recovered by the financial area, will not generate the right to incentives or commissions for any responsible party involved in the commercial process, including, but not limited to, account managers (KGM), sales closing executives (Specialist), strategic partners (Partner) or commercial referrers (Referral).

8.3. Taxes and Communication Surcharges

All prices exclude applicable taxes, levies or surcharges associated with communication and telecommunication services.

The User shall be responsible for:

  • Paying all associated taxes, except those based on Keybe’s net income.
  • Provide valid exemption certificates if applicable.
  • Cover any interest or penalties if an authority determines that it is not exempt from such payments.
  • Bear any additional costs related to network operators or telecommunications services used through Keybe.

8.4. Conditions Specific to Biky Services

Biky services require the prior purchase of chat packages, which will be automatically deducted from the available balance or credit card. A chat is defined as a continuous conversation initiated within a 24-hour period. In case of insufficient balance, services will be suspended until a new plan is purchased or a new package is purchased.

In case of discrepancies on the consumption of chats, the record of Keybe’s system shall prevail, unless technical proof to the contrary is presented by the User.

8.5. Suspension and Reactivation of Services

Keybe services operate under a prepaid scheme. The User must have a positive balance prior to consumption, and the system will automatically deduct the corresponding values as the services are used.

If the User’s balance is insufficient, services will be suspended immediately and a grace period of 7 calendar days will be granted to regularize the situation. During this period, the User will receive constant notifications to reestablish his/her balance.

If the balance is not regularized within 7 calendar days, the services will be permanently disconnected.

Reactivation of services, once the balance problem has been resolved, will be subject to an additional fee, as applicable:

  • USD $49.95, in case of standard reactivation without the need for reconnection with external systems.
  • USD $198.00, if the reactivation requires restoring connections to external systems such as Meta, CRM or others.
  • In some cases, the assignment of a new messaging line may be required.

Reactivation charges will be applied by the entity with which the Customer has entered into a contract. For contracts with Keybe Inc. the values will be billed in USD. For contracts with KB Cloud Services MX S.A de C.V. or Keybe S.A.S., values will be billed in local currency with applicable taxes.

The allocation of new lines will be subject to technical and operational availability at the time of reactivation.

Keybe will not be responsible for the loss of configurations, data or integrations associated with accounts suspended for more than 30 days, except in case of gross negligence.

8.6. Disputes and Refund Policy

User shall notify in writing of any dispute regarding fees, taxes or surcharges within 30 calendar days of billing. Both parties agree to cooperate in good faith to resolve the dispute. After such time period has elapsed without a claim having been filed, the User shall be deemed to have accepted the billed charges, except in cases of manifest error or fraud.

ALL PAYMENTS MADE ARE FINAL AND NON-REFUNDABLE.

This policy applies without exception, so the User is advised to carefully review the terms of service before making any purchase.

Keybe may, at its sole discretion and without setting a precedent, offer credits or compensation in duly justified exceptional cases.

8.7. Rate Adjustments and Monthly Billing

Keybe may adjust the rates upon at least 15 days prior notice to the user. Any changes in plan levels will be automatically applied in the next billing cycle. No credits or refunds will be issued for partial periods of service or inactive accounts. Rate adjustments will not be retroactive unless expressly stated in a contract or supplemental agreement.

9. Indemnification and Liability

9.1. Indemnification of the User

The User agrees to indemnify and defend Keybe, as well as its employees, affiliates and representatives, against any claim, loss, damage, penalty or expense, including reasonable legal fees, arising out of:

  • The improper use of the services provided by Keybe.
  • Any breach of these Terms and Conditions.
  • Third party claims related to infringement of intellectual property rights, privacy or other applicable regulations due to the User’s use of the services or its applications.

The indemnification obligation shall be limited to cover damages and costs that are a direct and foreseeable consequence of the User’s actions or inactions. In no event shall the User be liable for indirect, consequential, incidental or punitive damages, unless such damages are the result of willful misconduct or gross negligence on the part of the User.

The indemnification obligation includes assuming Keybe’s defense in any related legal proceedings and covering any resulting judgments or settlements, provided that Keybe notifies the User of such claims in a timely manner and reasonably cooperates in the defense.

9.2. Keybe’s indemnification

Keybe shall indemnify the User against third party claims for infringement of intellectual property rights caused by the lawful and compliant use of these Terms and Conditions of the services. This indemnification includes:

  • Legal defense against such claims.
  • Payment of damages, fines or related legal costs.
  • Implementation of remedies to prevent future infringements, such as technical modifications or additional licenses.

This indemnification obligation shall only apply when the User has used the services legitimately and in accordance with these Terms, without unauthorized modifications or integrations.

Keybe shall not be liable for claims or damages arising from:

  • Unauthorized uses of the services.
  • Integrations with external applications or combinations of services that are not compatible.
  • Indirect, consequential, incidental or punitive damages, except in cases of willful misconduct or gross negligence on the part of Keybe.

9.3. Limitation of Liability

Keybe shall not be liable for indirect, incidental, consequential, special or punitive damages, including:

  • Loss of revenue, profits or anticipated savings.
  • Business interruption or impairment of business relationships.
  • Loss of data or costs associated with its recovery.
  • Costs associated with alternative services or resources.

Keybe’s total aggregate liability shall not exceed the amount paid by the User for services during the 12 months prior to the incident giving rise to the claim, unless otherwise provided by applicable law. This limit applies to any type of claim, whether in contract, tort or otherwise. This limit of liability shall apply cumulatively to all claims arising out of the contractual relationship, regardless of the number of incidents or causes invoked.

These limitations shall not apply in cases of:

  • Gross negligence or willful misconduct on the part of Keybe.
  • Breach of express warranties contained in these terms.
  • Bodily injury, death or other situations where limitation is prohibited by law.

9.4. Class Action Waiver

The User agrees that any claim, suit or proceeding against Keybe Inc. or any of its subsidiaries shall be brought individually and not as part of a class, representative or consolidated action.

Accordingly:

  • User may not act as a plaintiff or be part of a class in a class or representative action against Keybe Inc.
  • Any arbitration or court proceeding shall be limited exclusively to the User’s individual claim, without the possibility of consolidation with other cases.
  • If a court declares this class action waiver invalid, any class claim shall be brought only in the ordinary courts, and in no event in arbitration.

This provision shall not affect the validity of the remainder of these Terms and Conditions.

9.5. Use of Artificial Intelligence and Warranties

The User understands that the results generated by artificial intelligence tools, such as Biky, may not be accurate or suitable for critical decisions. Keybe does not guarantee the total absence of errors or limitations inherent in these technologies.

The services are provided “AS IS”, without express or implied warranties, including warranties of merchantability or fitness for a particular purpose, except as provided in these terms. The User assumes full responsibility for the use of these results in its operation.

Under no circumstances shall Keybe be liable for business, legal, financial or operational decisions made by the User based on the results generated by artificial intelligence.

Keybe does not guarantee the continuous availability, accuracy or contextual appropriateness of the results generated by its artificial intelligence tools, and reserves the right to modify or discontinue such services at any time.

The User acknowledges that it is the User’s responsibility to validate any recommendations or results before acting upon them.

9.6. Handling of Complaints

In the event of a complaint, the affected party shall:

  • Notify the other party promptly.
  • Cooperate in the defense or settlement of the case.

The defending party shall have sole control over the resolution, respecting the interests of the other party and obtaining its consent to decisions involving additional liability.

The non-defending party may not unreasonably withhold its consent to reasonable resolutions or settlements, provided that it does not involve a direct assumption of liability or additional economic expense.

10. Dispute Resolution

10.1. Informal Procedures

Before resorting to any legal or arbitration action, the parties undertake to attempt to resolve any dispute amicably. This process will begin with direct contact with Keybe’s Customer Service team, who will work to find a quick and effective solution. If this is not sufficient, the principal representatives of both parties will negotiate in good faith for a period of 30 days, or such additional period as they may agree in writing, to seek an amicable resolution.

10.2. Binding Arbitration

If informal negotiations fail to resolve the dispute, the dispute shall be submitted to binding arbitration. This process shall be governed by the Commercial Arbitration Rules of the American Arbitration Association (AAA), and the arbitration shall take place in Dover, Delaware, unless the parties agree otherwise.

Features of the Arbitration:

  • A sole arbitrator will be appointed to oversee the case, and his or her award will be final and binding on both parties.
  • The parties shall have access to relevant documents necessary to present their cases and may make reasonable representations in accordance with procedures approved by the arbitrator.
  • The arbitrator’s award shall be based on admissible evidence and the substantive law of the State of Delaware, including applicable U.S. federal law.

The arbitrator’s award shall include a written explanation of the findings of fact and legal basis for the award. The award may be entered in any court of competent jurisdiction for enforcement.

For contracts signed with KB Cloud Services MX S.A. de C.V. or Keybe S.A.S., the resolution of disputes shall be governed by the law and jurisdiction applicable in each country, as indicated in clause 14 “Local Provisions” of this document.

10.3. Exceptions to Arbitration

Not all disputes are subject to arbitration. The parties agree that cases related to:

  • Intellectual property rights, such as trademarks, patents, copyrights or trade secrets.
  • Serious breaches of Keybe’s Acceptable Use Policy.

These disputes may be taken directly to the appropriate courts. In addition, the parties may choose to file small claims in small claims court if they meet the requirements set forth for such proceedings.

10.4. Jury Trial and Class Action Waiver

The parties expressly waive:

  • Their right to a jury trial in any dispute relating to these Terms and Conditions.
  • To participate in class, consolidated or representative actions against the other party.

This means that any claim must be brought individually and not as part of a class action. The arbitrator may not combine the claims of multiple individuals in a single proceeding or preside over class cases.

If a court determines that the class action waiver is invalid or unenforceable, that section will be null and void, but will not affect the validity of the other terms of the agreement.

10.5. Cooperation and Stay of Court Proceedings

In the event that a party files a dispute in court that should be resolved by arbitration, the other party may request that the court proceedings be stayed until the arbitration is concluded. In addition, if a party refuses to arbitrate a dispute that should be arbitrated, the other party may request a court to compel arbitration.

10.6. Purpose of Dispute Resolution Procedures

This section seeks to ensure that any dispute between the parties is resolved fairly, efficiently and in the shortest possible time by promoting mutual understanding before resorting to formal legal proceedings.

11. Termination

11.1. Term of the Contract

These Terms and Conditions shall enter into force from the date on which the User expressly accepts them during the registration process or at the time of first use of Keybe’s services, which shall be considered as a tacit acceptance.

They shall remain in effect as long as the User maintains an active account or until terminated by either party in accordance with the provisions set forth herein.

Keybe may update these Terms from time to time, and will communicate such changes to the User through the channels provided, including notifications through the platform or by email, in accordance with the procedure described in these Terms and Conditions.

11.2. Termination for Convenience

Either party may terminate this contract and close all associated accounts by giving at least fifteen (15) days prior written notice. However, if there are active orders or commitments in progress, these Terms and Conditions shall continue in effect until such orders or commitments are fulfilled or terminated in accordance with their specific terms.

Early termination by the User shall not give rise to refunds, unless expressly provided for in a separate agreement.

11.3. Non-renewal and automatic termination

If the User does not renew its subscription or contract before the expiration date, the service will be automatically terminated without further notice from Keybe. By accepting these Terms and Conditions, the User acknowledges and agrees that failure to renew implies the suspension and subsequent termination of access to Keybe’s services, without any liability for the Company.

Exception for Biky Services: In the case of Biky chat packages, the lack of available balance will result in the suspension of the service according to the clause “Suspension and Reactivation of Services”. Keybe will grant a grace period of 5 business days before the final disconnection of the service.

11.4. Termination for Material Breach

Keybe may immediately terminate the services if the User is in material breach of these Terms and Conditions or any applicable law. In such cases, Keybe reserves the right to claim damages for such breach without prior notice.

11.5. Termination for Insolvency

Either party shall be entitled to automatically terminate this contract if the other party becomes bankrupt, insolvent, or if liquidation or restructuring proceedings are initiated against it, subject to applicable laws.

11.6. Survival of Obligations

Termination of these Terms and Conditions shall not affect provisions which, by their nature, should survive. This includes, but is not limited to, the following obligations:

  • Payment of fees and payment terms.
  • Ownership and use of data provided or generated.
  • Limitations of liability.
  • Mutual indemnification obligations.
  • Dispute resolution and other miscellaneous provisions.

11.7. Export of Information

The User may request the export of his/her account information provided that he/she has fulfilled all payment obligations. The export shall not include any models, algorithms, technical settings, inferred data or processed results considered Keybe’s intellectual property, or information generated through automated functions or artificial intelligence.

Keybe will charge a fee of USD $480.00 to cover the costs associated with the data export and disconnection of third party systems or services, such as telecommunications providers.

The export of information must comply with GDPR and country-specific data protection protocols. Once requested, Keybe is exempt from any claims. This export must be done via API.

11.8. User Responsibility

The User shall be responsible for correctly managing the cancellation of his account by a written request sent to Keybe’s official contact channels. The request must include the necessary information to identify the account and must be confirmed by Keybe before the cancellation becomes effective.

If the User fails to submit such cancellation request, Keybe reserves the right, at its sole discretion, to suspend or terminate the account, including immediate restriction of access to the services, in the following cases:

  • Prolonged inactivity as defined in these Terms and Conditions.
  • Failure to meet contractual or payment obligations.
  • Misuse of the services in accordance with the Acceptable Use Policy.

Effective account termination will result in:

  • Permanent deactivation of the account and loss of access to associated services.
  • The deletion of content stored in the account, except where required by law or these Terms and Conditions to be retained for a specified period of time.

Keybe will not be liable for loss of data or access resulting from the cancellation of the account, except when this loss is attributable to gross negligence or default of Keybe. The User is advised to back up important data before requesting account termination.

Keybe is not obliged to retain accounts or content of inactive Users beyond the period stipulated by applicable law. Once the account has been cancelled, the deletion of the data will be final and irreversible, unless legally required to be retained.

12. Technical Support and Availability of Services

12.1. Provision of Technical Support

Keybe technical support is available exclusively for paid account holders and is provided through the following channels:

  • Chat on Keybe’s official website.
  • Assigned WhatsApp line.

Response time to technical support requests will be subject to the terms set forth in the applicable Service Level Agreement (SLA). Keybe does not guarantee specific response times outside of the SLA and reserves the right to prioritize requests according to their nature and urgency.

12.2. Limitation of Availability

The User acknowledges that the service is provided on an “as is” and “as available” basis. This implies that interruptions, delays or technical problems may arise due to external or internal factors, such as system maintenance, technological infrastructure failures or situations beyond Keybe’s reasonable control.

12.3. Technology Infrastructure and Suppliers

To ensure the operability and quality of its services, Keybe employs a network of external suppliers and hosting partners who provide the hardware, software, networking, storage and other related technologies.

Keybe will implement reasonable technical, contractual and organizational measures to ensure the reliability, security and availability of the services provided by such third parties.

Keybe shall not be liable for acts or omissions of its third party providers, except in the case of negligence in their selection, contracting or reasonable supervision.

12.4. Limitations and Exclusions

The following limitations and exclusions apply to the use of Keybe’s services:

  • Keybe shall not be liable for technical problems originating from devices, networks, local configurations or any technological environment controlled by the User.
  • It is the User’s responsibility to ensure that their systems meet the minimum technical requirements specified by Keybe.

Keybe does not guarantee the compatibility of its services with environments, operating systems, configurations or devices not expressly specified in its official technical documentation.

Technical Support:

  • Technical support offered by Keybe is limited to problems related to standard configuration and approved use of the services.
  • It does not cover customizations, unauthorized integrations or developments made by the User or third parties outside the scope of the services defined by Keybe.

Technical support will be available according to the channels, schedules and service levels (SLA) defined by Keybe. Any additional support may be subject to separate agreements or additional fees.

12.5. Exclusion of Liability for External Events

Keybe shall not be liable for interruptions or failures caused by external events, such as cyber attacks, viruses, malware or actions of unauthorized third parties, except in cases of gross negligence on the part of Keybe in the implementation of security measures.

12.6. Scheduled Maintenance

During scheduled maintenance windows, services may experience temporary interruptions. Keybe will notify the User in advance, to the extent possible, of these activities. The User acknowledges and accepts that scheduled maintenance is an essential part of the provision of the service, and may involve temporary interruptions without constituting a breach by Keybe.

13. Miscellaneous Provisions

13.1. Force Majeure

Keybe shall not be liable for any failure to perform, delay or failure to perform its obligations arising from events beyond its reasonable control. This includes, but is not limited to, natural disasters, labor disputes, acts of terrorism, civil unrest, technological infrastructure failures or inaction of governmental authorities. The affected party shall take reasonable steps to mitigate the effects of the event and notify the other party in the shortest possible time.

13.2. Severability

If any provision of these Terms and Conditions is held by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be limited or eliminated to the minimum extent necessary to make it enforceable. The remaining provisions shall continue in full force and effect.

13.3. Law and Jurisdiction

These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of laws principles. Any dispute or legal proceeding shall be resolved exclusively in the state or federal courts located in Delaware, unless otherwise specified in the dispute resolution section.

Forward-looking statements relating to Keybe’s operations, prospects or products on the website or services do not constitute an offer or a solicitation for the sale of securities, and are subject to uncertainties under applicable law.

13.4. Waiver and Order of Priority

Keybe’s failure to exercise any right or action shall not constitute a waiver of such right or prevent its further exercise. In the event of any conflict between these Terms and other related documents, the provisions of these Terms and Conditions shall prevail. The headings and titles used are for convenience only and do not affect the interpretation of the provisions.

13.5. Language

In the event of any discrepancy between translated versions of these Terms and Conditions, the Spanish version shall prevail. Any ambiguity shall be interpreted in an equitable manner and not strictly for or against any of the parties.

13.6. Notices and Communications

Any notice required under these Terms must be in writing and sent to the official addresses indicated:

  • For Keybe: 2915 Biscayne Blvd, SUITE 300, Miami, FL 33137, United States, or to the official email address([email protected]).
  • For the User: To the email address provided when registering for Keybe’s services.

13.7. Assignment

The User may not assign or transfer its rights and obligations under these Terms without Keybe’s prior written consent. Keybe may, however, assign its rights and obligations to a third party in case of acquisition, merger or sale of its assets.

13.8. Relationship between the Parties

The parties acknowledge that they act as independent contractors. Nothing in these Terms shall be construed as creating an employment, agency, partnership or franchise relationship between Keybe and the User. Each party is responsible for its own employees, agents and operating costs.

13.9. Terms for Government

If the User represents a governmental entity, the use of the services shall be subject to the restrictions set forth in these Terms and applicable laws. Any unauthorized use of the services is strictly prohibited.

13.10. Special Bonus

Keybe offers a courtesy to Users who read these Terms carefully. They will be able to claim a bonus of USD $42 by writing to [email protected]. This amount will be credited to their account balance and will be subject to the terms of the current promotion.

14. Local Provisions

14.1. KB Cloud Services MX S.A. de C.V.

The services contracted with KB Cloud Services MX S.A. de C.V. are subject to Mexican law, including the Federal Law on Protection of Personal Data Held by Private Parties (LFPDPPP).

Any dispute will be resolved before the courts of Mexico City, unless otherwise agreed.

14.2. Keybe S.A.S.

The services contracted with Keybe S.A.S. are governed by Law 1581 of 2012 (Habeas Data) and other applicable rules on data protection.

Any dispute will be resolved before the courts of Bogotá D.C., unless otherwise agreed.