Terms of Service

Effective date: January 2025

Welcome to Key Man Out. Please read these Terms of Service (these "Terms") carefully as they govern your use of our website, products, services, and applications (collectively, the "Service"). These Terms are a binding legal agreement between you and KeyManOut LLC ("Key Man Out," "we," "our," or "us").

By accessing or using the Service in any manner, you agree to be bound by these Terms. If you do not agree to all of these Terms, you may not access or use the Service.

These Terms include the provisions in this document as well as our Privacy Policy and Acceptable Use Policy.

IMPORTANT NOTICE REGARDING ARBITRATION: WHEN YOU AGREE TO THESE TERMS, YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND KEY MAN OUT THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW THE "DISPUTE RESOLUTION AND ARBITRATION" SECTION BELOW CAREFULLY. THIS SECTION ALSO CONTAINS A CLASS ACTION WAIVER AND A JURY TRIAL WAIVER.

Changes to These Terms

We may update these Terms from time to time. If we make material changes, we will notify you by:

• Posting the updated Terms on our website with a new effective date
• Sending you an email notification (if we have your email address)
• Displaying a prominent notice within the Service

Your continued use of the Service after any changes to these Terms constitutes your acceptance of the updated Terms. If you do not agree to the updated Terms, you must stop using the Service.

Except for changes made by us as described above, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.

Description of Service

Key Man Out is a Business Continuity Vault service that allows you to:

• Securely store encrypted credentials, secrets, and sensitive documents
• Organize assets into teams with shared encryption
• Assign guardians (Custodians, Gatekeepers, and Successors) with different access levels to each asset
• Control access through configurable approval workflows
• Maintain audit trails of all access requests and approvals

Zero-Knowledge Architecture

The Service is built on a zero-knowledge encryption architecture:

• Your asset secrets (sensitive content such as passwords, API keys, and file attachments) are encrypted on your device before being transmitted to our servers
• Encryption uses your team's vault key phrase, which we never receive or store
• We cannot access, read, decrypt, or recover your encrypted secrets
• Only authorized team members with the vault key phrase can access encrypted secrets
• Asset metadata (such as titles, instructions, and website URLs) is stored unencrypted to enable organization and browsing without unsealing the vault

User Accounts

Account Registration

To use certain features of the Service, you must register for an account. When you register, you agree to:

• Provide accurate, current, and complete information
• Maintain and promptly update your account information
• Maintain the security of your account credentials
• Accept responsibility for all activities that occur under your account
• Notify us immediately of any unauthorized use of your account

You may not use another person's account without their permission, select a username that infringes on any third party's rights, or use a username that is offensive, vulgar, or obscene.

Account Eligibility

You must be at least 18 years old to use the Service. By using the Service, you represent and warrant that you are at least 18 years of age.

If you are using the Service on behalf of an organization or entity, you represent and warrant that you have the authority to bind that organization to these Terms, and you agree to these Terms on behalf of that organization. In such cases, "you" and "your" refer to that organization.

Account Security

You are responsible for maintaining the confidentiality of your:

• Login credentials (password, passkeys, authentication tokens)
• Team encryption key phrases
• Any other security credentials associated with your account

You agree to notify us immediately at legal@keymanout.app if you become aware of any unauthorized access to your account or any other breach of security.

Third-Party Authentication

You may be able to sign in to the Service using third-party authentication providers (such as Google or GitHub). By using third-party authentication, you authorize us to access certain information from your third-party account as permitted by that provider's terms and your privacy settings. You are responsible for the security of your third-party accounts.

Encryption and Data Responsibility

Zero-Knowledge Encryption

The Service uses zero-knowledge encryption for sensitive content, which means:

• Asset secrets (passwords, API keys, confidential text) and file attachments are encrypted client-side using AES-256-GCM before transmission
• Encryption keys are derived from your team's vault key phrase
• We do not receive, store, or have access to your vault key phrases
• We cannot decrypt your encrypted secrets under any circumstances
• Asset metadata (titles, instructions, website URLs, guardian assignments) is not encrypted with your vault key phrase and is accessible to our systems for service functionality

Critical Warning About Key Phrases

IF YOU LOSE YOUR TEAM'S ENCRYPTION KEY PHRASE, YOUR ENCRYPTED DATA CANNOT BE RECOVERED. WE DO NOT HAVE ACCESS TO YOUR KEY PHRASE AND CANNOT RESET OR RECOVER IT. YOU ARE SOLELY RESPONSIBLE FOR SECURELY STORING AND BACKING UP YOUR KEY PHRASE.

We strongly recommend that you:

• Store your key phrase in multiple secure locations
• Ensure that multiple trusted team members have access to the key phrase
• Consider using a separate password manager or secure physical storage for your key phrase

Your Responsibilities

You are solely responsible for:

• Creating and securely storing your encryption key phrases
• Ensuring that authorized team members can access key phrases when needed
• All content you store in the Service, including its legality and accuracy
• Compliance with applicable laws regarding the data you store
• Backing up any data you cannot afford to lose

User Conduct and Acceptable Use

You agree to use the Service only for lawful purposes and in accordance with these Terms. You agree not to:

• Use the Service for any illegal purpose or in violation of any applicable laws
• Store, transmit, or distribute any illegal or unauthorized content
• Attempt to breach, circumvent, or test the vulnerability of our security measures
• Interfere with or disrupt the Service or servers or networks connected to the Service
• Impersonate any person or entity, or falsely state or misrepresent your affiliation
• Use any automated means (bots, scrapers, etc.) to access the Service without our permission
• Reverse engineer, decompile, or disassemble any portion of the Service
• Violate our Acceptable Use Policy

A violation of any of the foregoing is grounds for termination of your right to use or access the Service.

Intellectual Property

Our Intellectual Property

The Service, including its design, features, functionality, text, graphics, logos, and software, is owned by Key Man Out and is protected by copyright, trademark, and other intellectual property laws.

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your internal business or personal purposes. This license does not include the right to:

• Modify, adapt, or create derivative works based on the Service
• Sublicense, sell, resell, or commercially exploit the Service
• Copy, reproduce, or distribute the Service
• Publicly display or perform any content from the Service (except your own content)
• Use the Service for any purpose that competes with Key Man Out

Your Content

You retain all ownership rights to the content you store in the Service ("Your Content"). By using the Service, you grant us a limited license to store, process, and transmit Your Content solely as necessary to provide the Service to you.

Due to our zero-knowledge architecture, we cannot access the content of your encrypted secrets. The license granted above applies to both encrypted secrets and unencrypted asset metadata as stored on our servers.

You represent and warrant that you own or have the necessary rights to the content you store in the Service and that your use of the Service does not violate any third party's intellectual property or other rights.

Subscription and Payment

Paid Services

Certain features of the Service require a paid subscription ("Paid Services"). By subscribing to Paid Services, you agree to pay all applicable fees as described at the time of purchase.

Polar as Merchant of Record

We use Polar Software, Inc. ("Polar") as our Merchant of Record for payment processing. This means:

• Polar is the legal seller of the Paid Services
• Polar processes all payments and handles billing on our behalf
• Polar calculates and remits applicable sales taxes, VAT, GST, and other transaction taxes
• Your payment relationship is with Polar, subject to Polar's Terms of Service

Polar uses Stripe, Inc. ("Stripe") as its underlying payment processor. Your payment information is collected and processed by Polar and Stripe, not directly by us. Please review Polar's Privacy Policy and Stripe's Privacy Policy for information on how they handle your payment data.

Billing and Payment

When you subscribe to Paid Services:

• You authorize Polar to charge your chosen payment method for all fees
• Fees are charged at the beginning of each billing period (monthly or annual)
• You agree to provide accurate and complete billing information
• You agree to promptly update your billing information if it changes

If payment fails, we may suspend or terminate your access to Paid Services until payment is received.

Recurring Billing and Auto-Renewal

Paid subscriptions automatically renew at the end of each billing period unless you cancel before the renewal date.

BY SUBSCRIBING TO PAID SERVICES, YOU ACKNOWLEDGE THAT YOUR SUBSCRIPTION HAS A RECURRING PAYMENT FEATURE AND YOU ACCEPT RESPONSIBILITY FOR ALL RECURRING CHARGES UNTIL YOU CANCEL.

You may cancel your subscription at any time through your account settings. Cancellation will take effect at the end of your current billing period, and you will continue to have access to Paid Services until that time.

Price Changes

We may change our subscription prices from time to time. If we change prices, we will provide you with at least 30 days' notice before the new prices take effect. If you do not agree to the new prices, you may cancel your subscription before the new prices apply.

Refunds

Subscriptions are non-refundable. If you cancel your subscription, you will continue to have access to Paid Services until the end of your current billing period, but you will not receive a refund for any fees already paid.

We may, at our sole discretion, provide refunds or credits in certain circumstances on a case-by-case basis.

Free Tier

We may offer a free tier of the Service with limited features or usage limits. Free tier availability and features may change at any time without notice.

Taxes

Polar, as our Merchant of Record, is responsible for calculating and remitting applicable transaction taxes (VAT, GST, sales tax, etc.) on your purchases. You are responsible for any income taxes you may owe in connection with your use of the Service.

Third-Party Services

The Service may integrate with or allow you to access third-party services, including:

• OAuth authentication providers (Google, GitHub)
• Payment processors (Polar, Stripe)
• Cloud storage providers

Your use of any third-party service is subject to that third party's terms of service and privacy policy. We are not responsible for the practices of third-party services and encourage you to read their terms and policies carefully.

We do not endorse and are not responsible for any third-party services, and your use of them is at your own risk.

Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

• IMPLIED WARRANTIES of merchantability, fitness for a particular purpose, and non-infringement
• WARRANTIES REGARDING the security, reliability, timeliness, accuracy, or performance of the Service
• WARRANTIES THAT the Service will be uninterrupted, error-free, or free of viruses or other harmful components
• WARRANTIES REGARDING the results that may be obtained from the use of the Service
• WARRANTIES REGARDING the accuracy or reliability of any information obtained through the Service

YOU ACKNOWLEDGE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM US OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL KEY MAN OUT, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR:

1. INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, including but not limited to:
   • Loss of profits, revenue, or business
   • Loss of data (including encrypted data)
   • Loss of goodwill
   • Business interruption
   • Work stoppage
   • Computer failure or malfunction
2. ANY DAMAGES ARISING FROM:
   • Your use or inability to use the Service
   • Unauthorized access to or alteration of your data
   • Loss or corruption of your encryption key phrase
   • Any third-party conduct or content
   • Any interruption or cessation of the Service
3. ANY AMOUNT IN EXCESS OF THE GREATER OF:
   • One hundred US dollars ($100), or
   • The total amount you paid to us for the Service in the twelve (12) months preceding the claim

THESE LIMITATIONS APPLY REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

IMPORTANT: WE CANNOT BE HELD LIABLE FOR LOSS OF DATA DUE TO LOST ENCRYPTION KEY PHRASES. YOU ACKNOWLEDGE THAT YOU ARE SOLELY RESPONSIBLE FOR SAFEGUARDING YOUR KEY PHRASES AND THAT WE HAVE NO ABILITY TO RECOVER YOUR ENCRYPTED DATA IF YOU LOSE YOUR KEY PHRASE.

Indemnification

You agree to indemnify, defend, and hold harmless Key Man Out and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all claims, liabilities, damages, losses, costs, expenses, and fees (including reasonable attorneys' fees) arising from or relating to:

1. Your use of the Service
2. Your violation of these Terms
3. Your violation of any third-party rights, including intellectual property rights
4. Your violation of any applicable laws
5. Any content you store, transmit, or otherwise make available through the Service
6. Any activity that occurs under your account

We reserve the right, at our own expense, to assume the exclusive defense and control of any matter subject to indemnification by you. In such case, you agree to cooperate with our defense of such claim.

Dispute Resolution and Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY TRIAL.

Informal Resolution

Most disputes can be resolved informally. If you have a dispute with us, please contact us at legal@keymanout.app. We will work with you in good faith to try to resolve the dispute informally within 60 days.

Binding Arbitration

If we cannot resolve a dispute informally, you and Key Man Out agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Service (collectively, "Disputes") will be resolved exclusively through binding individual arbitration, rather than in court, except that:

1. You may assert claims in small claims court if your claims qualify
2. Either party may seek injunctive or other equitable relief in court to prevent the actual or threatened infringement of intellectual property rights

The Federal Arbitration Act, 9 U.S.C. §§ 1-16, governs the interpretation and enforcement of this arbitration agreement.

Arbitration Rules and Procedures

Arbitration will be conducted by JAMS under its Streamlined Arbitration Rules and Procedures ("JAMS Rules"), as modified by this agreement. The JAMS Rules are available at https://www.jamsadr.com/rules-streamlined-arbitration/.

The arbitration will be conducted by a single arbitrator with substantial experience in resolving commercial disputes. The arbitrator will be selected in accordance with the JAMS Rules.

Unless you and Key Man Out agree otherwise, the arbitration will be conducted in the county where you reside (or, if outside the United States, a mutually agreed location). If the claim is for $25,000 or less, the arbitration may be conducted entirely through written submissions.

The arbitrator may award any relief that would be available in court, including injunctive or declaratory relief and attorneys' fees. Any judgment on the arbitrator's award may be entered in any court of competent jurisdiction.

Arbitration Costs

If you initiate arbitration, your arbitration fees will be limited to the filing fee set by JAMS. We will pay any additional arbitration fees required by JAMS. If the arbitrator finds that either the substance of your claim or the relief sought is frivolous or brought for an improper purpose, then the allocation of fees will be governed by the JAMS Rules.

We will not seek attorneys' fees and costs from you in arbitration unless the arbitrator determines that your claim is frivolous.

Class Action Waiver

YOU AND KEY MAN OUT AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.

If this class action waiver is found to be unenforceable, then the entirety of this arbitration agreement shall be null and void, and all Disputes will be resolved in court.

Jury Trial Waiver

IF FOR ANY REASON A DISPUTE PROCEEDS IN COURT RATHER THAN ARBITRATION, YOU AND KEY MAN OUT EACH WAIVE ANY RIGHT TO A JURY TRIAL.

Opt-Out Right

You have the right to opt out of this arbitration agreement. To opt out, you must send written notice of your decision to:

KeyManOut LLC

Your opt-out notice must be sent within 30 days of first accepting these Terms. If you opt out, you may still use the Service, but you and Key Man Out will resolve Disputes in court rather than through arbitration.

Your opt-out notice must include:

• Your name and address
• The email address associated with your account
• A clear statement that you want to opt out of arbitration

Survival

This arbitration agreement will survive termination of these Terms and your use of the Service.

Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Tennessee, United States, without regard to its conflict of law principles.

For any Disputes not subject to arbitration, you and Key Man Out consent to the exclusive jurisdiction of the state and federal courts located in Tennessee.

Termination

Termination by You

You may terminate your account at any time by contacting us at legal@keymanout.app or through your account settings. Upon termination:

• Your right to access the Service will cease
• Your encrypted data will be deleted according to our data retention policies
• You will not receive a refund for any prepaid subscription fees

We recommend exporting any data you wish to retain before terminating your account.

Termination by Us

We may suspend or terminate your access to the Service at any time, with or without cause, and with or without notice. Reasons for termination may include, but are not limited to:

• Violation of these Terms or our Acceptable Use Policy
• Conduct that we determine is harmful to other users, third parties, or our business
• Extended periods of inactivity
• Non-payment of fees
• Legal or regulatory requirements

Effect of Termination

Upon termination of your account:

• All licenses granted to you under these Terms will immediately terminate
• You must cease all use of the Service
• We may delete your account and data according to our data retention policies
• Any provisions of these Terms that by their nature should survive termination will survive

Survival

The following sections of these Terms will survive termination: Encryption and Data Responsibility, Intellectual Property, Disclaimer of Warranties, Limitation of Liability, Indemnification, Dispute Resolution and Arbitration, Governing Law, and any other provisions that by their nature should survive.

General Provisions

Entire Agreement

These Terms, together with our Privacy Policy and Acceptable Use Policy, constitute the entire agreement between you and Key Man Out regarding the Service and supersede all prior agreements, understandings, and communications.

Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the remaining provisions remain in full force and effect.

Waiver

Our failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. Any waiver must be in writing and signed by us to be effective.

Assignment

You may not assign or transfer these Terms or your rights under these Terms without our prior written consent. We may assign these Terms at any time without notice to you. Any attempted assignment in violation of this section is void.

No Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights, except that our affiliates, officers, directors, employees, and agents are intended third-party beneficiaries of the indemnification and limitation of liability provisions.

Force Majeure

We will not be liable for any delay or failure to perform our obligations under these Terms due to causes beyond our reasonable control, including but not limited to natural disasters, war, terrorism, labor disputes, government actions, or failures of third-party services.

Notices

We may provide notices to you through email, posting on the Service, or other reasonable means. You may provide notices to us by emailing legal@keymanout.app.

Relationship of the Parties

Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between you and Key Man Out. You have no authority to bind Key Man Out in any respect.

Export Compliance

You agree to comply with all applicable export and re-export control laws and regulations, including the Export Administration Regulations maintained by the U.S. Department of Commerce.

Government Users

If you are a U.S. government entity or the Service is being used on behalf of a U.S. government entity, the Service is provided as "commercial computer software" and "commercial computer software documentation" as defined in 48 C.F.R. § 2.101, and use is subject to these Terms.

Contact Us

If you have any questions about these Terms, please contact us at legal@keymanout.app

These Terms of Service were last updated in January 2025.