Terms & Conditions

Terms and Conditions of Service

Last Updated: April 4th, 2024

Welcome to Key Forge, a service provided by WUMU LLC ("WUMU," "we," "our," or "us"). Key Forge is a SaaS product that allows users to add, retrieve, and manage Multi-Factor Authentication (MFA) codes through a communication productivity platform (e.g., Slack, Microsoft Teams, Discord) using a chat-based interface.

These terms and conditions govern your use of Key Forge and any related services provided by WUMU (collectively, the "Service" or “Services”). By accessing or using the Service, you agree to be bound by these terms and conditions.

Unless the parties have mutually executed a different agreement covering your use of the Services, these Terms form a binding contract between the Service and the Customer. “Customer” or “you” refers to you (or, as applicable, the company or entity that you represent). The “Effective Date” of these Terms is the date that you first use our website or access any of our Services.  If you access or use the Services in your capacity as an employee, consultant or agent of a company or other entity, you represent that you are an employee, consultant or agent of that company or entity, and that you have the authority to bind that company or entity to these Terms.

1. General Notices

1.1 Acceptance of Terms

By accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by these terms and conditions. If you do not agree to these terms and conditions, you may not access or use the Service.

1.2 Arbitration Provision

These Terms contain an arbitration provision (see Section 10, below).  Please review the arbitration provision carefully, since it affects your rights by using the Services or any part of them, you understand and agree to be bound by the arbitration provision.

1.3 Ordering Subscriptions

A subscription allows you (and a specified number of your authorized users) to access the Services via the collaboration service(s) specified in the plan you select or in the Order Form. A subscription can be obtained via the Services “billing” interface, or you can get a subscription via an order form entered into between the parties (an “Order Form”). One person or legal entity may not sign up for more than one Subscription, including any free Subscription options that may become available.  Subscriptions commence when we make them available to you, and, unless terminated in accordance with these Terms, will continue for the term specified in the Services “billing” interface or in the Order Form, as applicable.

1.4 Making Your Purchasing Decisions

We may share information about our future product plans because we want to get product feedback from you early and often. Our public statements about those product plans are an expression of intent, but please do not rely on them when making a purchase. If you decide to buy a subscription to our Service, that decision should be based on the functionality or features we have made available today, and not on the delivery of any future functionality or features.

1.5 Beta Products

Occasionally, we beta test new features, or offer the Services on certain collaboration services on a beta-test basis. These features/offerings may be identified as “beta,” “pre-release,” or “early access,” or words or phrases with similar meanings (each, a “Beta Product”). Beta Products may not be ready for prime time so they are made available “as is,” and any commitments we make for other Services do not apply. Should you encounter any faults with our Beta Products, we would love to hear about them; our primary reason for running any beta programs is to iron out issues before making a new feature widely available.

1.6 Terms Modification and Notice

We reserve the right to change or modify these Terms, or any of our other policies or guidelines, at any time upon notice to you. We may provide that notice in a variety of ways, including, among other things, sending you an email, posting a notice on the Service itself, or by posting the revised Terms on our website and revising the date at the top of these Terms. Any changes or modifications will be effective after we provide notice that these Terms have been modified. You acknowledge that your continued use of the Services following such notice constitutes your acceptance of the modified Terms.

If any modification is unacceptable to a user, their only recourse is to cease using the Service. While we will strive to ensure a representative for your account receives a notice for adjustments to these terms, we make no guarantee that a notice will be explicitly received and we encourage users to periodically review the terms and conditions on this page as the primary way to be informed of any updates or changes.

1.7 Service Modification

We reserve the right, at any time and without notice or liability to you, to modify the Services, or any part of them, temporarily or permanently. We may modify the Services for a variety of reasons, including, among other things, adding new features, implementing new protocols, maintaining compatibility with emerging standards, or complying with regulatory requirements.

2. Accessing and Using the Services

2.1 Access Grant

Subject to your continued compliance with these Terms, we grant you a limited, non-transferable, non-exclusive, revocable right and license to access and use the Services, solely for your own internal business purposes, for the subscription term for which you have paid the applicable fees.  Depending on the plan you choose, you may also be subject to limitations on the number of active users who can use the Services, and/or the number of workspaces/teams/channels on which the Services can be active.  These details will be made clear in your plan description, or set forth in the applicable Order Form.

2.2 Restrictions

Except as expressly authorized by these Terms, you may not: (a) modify, disclose, alter, translate or create derivative works of the Services; (b) license, sublicense, resell, distribute, lease, rent, lend, transfer, assign or otherwise dispose of the Services (or any part of them); (c) offer any part of the Services on a timeshare or service bureau basis; (d) allow or permit any third party to access or use the Services; (e) use the Services to store or transmit any viruses, software routines, or other code designed to permit anyone to access in an unauthorized manner, disable, erase or otherwise harm software, hardware, or data, or to perform any other harmful actions; (f) build a competitive product or service, or copy any features or functions of the Services (including, without limitation, the look-and-feel of the Services); (g) interfere with or disrupt the integrity or performance of the Services; (h) publicly disclose to any third party any performance information or analysis relating to the Services; (i) remove, alter or obscure any proprietary notices in or on the Services, including copyright notices; (j) use the Services or any product thereof for any illegal or unauthorized purpose, or in a manner which violates any laws or regulations in your jurisdiction; (k) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms that make up the Services or any software, documentation, or data relating to the Services, except to the limited extent that applicable law prohibits such a restriction; or (l) cause or permit any third party to do any of the foregoing.

Additionally, you agree that you will not use the Services in support of a business that is dedicated to — or focused on facilitating or encouraging — discriminatory, malicious, or harmful speech or actions. This includes, but is not limited to, hate speech and any other material that WUMU LLC reasonably believes degrades, intimidates, or incites violence against people based on gender, race, sexual orientation, age, ethnicity, disability, national origin, religion, or other protected categories.

2.3 Using the Services

You must comply with these Terms, and ensure that your users do, as well. We may review conduct for compliance purposes, but we have no obligation to do so. We aren’t responsible for the content of any Customer Data (as defined in Section 3.1 below), or the way you or your users choose to use the Services to store or process any Customer Data. The Services are not intended for and should not be used by anyone under the age of 16. You must ensure that all users are over 16 years old.

2.4 Our Removal Rights

If we believe that there is a violation of these Terms that can simply be remedied by your removal of certain Customer Data, we will, in most cases, ask you to take direct action rather than intervene. However, we may directly step in, without notice or liability to you, and take what we determine to be appropriate action (including, among other things, removing certain Customer Data) if you do not take appropriate action, or if we believe there is a credible risk of harm to us, the Services, your users, or any third parties.

2.5 Third Party Vendors

You understand that we use third-party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to provide the Services, and you agree that, except to the extent required by law, we are not and will not be liable or responsible for the acts or omissions of such third-party vendors or hosting partners.

2.6 Registration

In order to access certain features of the Services, you will need to have a valid account on Slack or another supported collaboration service, as applicable (each, a “Third Party Account”).  As part of your registration, you may be required to link your Service account with a Third Party Account.  Such a linkage will enable us to access your Third Party Account in accordance with that third party’s applicable terms.  By giving us access to your Third Party Accounts: (a) you represent that you have the right to do so, without cost or liability to us; and (b) you acknowledge and agree that we may access, process, store, and/or use any Customer Data (defined below) that is visible or which you have stored on your Third Party Account for the purpose of making the Services available to you.  You acknowledge that your relationship with your Third Party Account provider(s) is governed solely by your agreement(s) with such third party service providers, and the Service specifically disclaims any liability for any Customer Data or other information (whether personally-identifiable or not) that may become accessible to WUMU LLC via the Services by such third party service providers as a result of any linkage to a Third Party Account.

2.7 Integrated Collaboration Service Access

You acknowledge and agree that the availability of the Services is dependent upon your entering into a valid license to use Slack, Microsoft Teams, Discord, or another supported collaboration service, as applicable.  You acknowledge that these Terms are between you and us, and not with any entity with which you hold a Third Party Account. You agree to comply with, and your license to use the Services is conditioned upon your compliance with, all applicable third-party terms (including, among other things, Slack’s terms of use) when using the Services.

The specific collaboration service that you choose to use, and any other third-party product that you may decide to use, are not our products. We do not warrant or support those collaboration services or third-party products in any way. Ultimately, you (and not us) will decide whether and how you use those collaboration services or third-party products. Any use of any collaboration service or third-party product is solely between you, the collaboration service, and/or the third-party provider, as applicable.

2.8 Account Security and Recovery of Data

You are responsible for maintaining the security of the accounts that you use to access the Services. You agree that you will be fully responsible for any activities or transactions that take place using your account(s), even if you were not aware of them, unless those activities or transactions take place as the direct result of our gross negligence or willful misconduct.

Additionally, each account is solely responsible for backing up any data or information they store within the Service. In the event of a loss of access to the Service, users must ensure they have alternative means to access and retrieve their data outside of the Service. WUMU shall not be liable for any loss of data or information stored within the Service due to user error, actions, or negligence. It is your responsibility to maintain backups and contingency plans to mitigate the impact of any loss of access to the Service due to the actions of any party.

3. Ownership and Proprietary Rights

3.1 Your Ownership

Customer will own all data, material, or other content that Customer or its users make available or upload to the Services or to which we gain access via your Third Party Accounts (collectively, the “Customer Data”). Customer grants us a worldwide, non-exclusive, royalty-free, limited term license to access, use, process, copy, perform, export and display Customer Data, as reasonably necessary (a) to provide, maintain and update the Services; (b) to prevent or address service, security, support or technical issues; (c) as required by law or as permitted by the DPA; or (d) as expressly permitted in writing by Customer.

Customer represents and warrants that: (1) it has secured all rights in and to Customer Data as may be necessary to grant this license; (2) the Customer Data it or any user submits to the Services does not and will not infringe upon the intellectual property rights of any third party; (3) the Customer Data it or any user submits to the Services does not and will not contain any “sensitive” personal data or “personal health information”, as defined by applicable laws, unless you have signed a separate written agreement with us relating to the processing of such data.  Customer acknowledges that it is entirely responsible for Customer Data, and for any harm or liability resulting from or arising out of Customer Data — this responsibility applies whether or not you were the original creator of the Customer Data.

3.2 Our Ownership

We own and will continue to own our Services, including all related intellectual property rights. We may make software components available, via app stores or other channels, as part of the Services. We grant to Customer a non-sublicensable, non-transferable, non-exclusive, limited license for Customer to use the object code version of these components, but solely as necessary to use the Services and in accordance with these Terms. All of our rights not expressly granted by this license are hereby retained.

You grant us (on behalf of itself and its personnel) an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use any feedback or suggestions provided by you to us for any purpose without any obligation or compensation to you or your personnel.

3.3 Usage Data

We will collect general information about your configuration and use of the Services (collectively, “Usage Data”) as part of our efforts to continuously improve our Services, and you agree that we have the right to collect and use Usage Data for that purpose.

3.4 Aggregated or Anonymized Data

You acknowledge that we have the right to collect, use, and share data that has been aggregated or anonymized (so that it does not directly or indirectly identify you or your users) for the purpose of developing new services and features, as well as promoting our products and services through, for example, publishing analyses of general patterns and trends.

4. Privacy Policy

By using the Service, you acknowledge and agree to the terms of our Privacy Policy. Please review our Privacy Policy, which explains how we collect, use, and disclose information about you. The Privacy Policy is incorporated into and forms a part of these terms and conditions. You can access our Privacy Policy at keyforge.io/privacy.

5. Payment

5.1 Payment Terms

The Service operates on a subscription basis, with payment options available for both monthly and annual cycles. Additionally, future features may be subject to additional charges on a per-user basis. By providing us with your credit card information, you agree: (a) that you have the right to provide that information to us; (b) that we are authorized to charge that card for all fees due to us hereunder, and that no additional notice or consent is required; (c) that if your Services subscription is billed based on the number of active users (as determined by us on a pro-rata basis), we are authorized to charge your credit card for those amounts (including, as applicable, periodic true-up charges); and (d) that you will keep your credit card information up-to-date. Payment obligations are non-cancelable and, except as expressly stated in these Terms, fees paid are non-refundable. For clarity, in the event you downgrade any subscription from a paid plan to a free plan, you will remain responsible for any unpaid fees under the paid plan, and Services under the paid plan will be deemed fully performed and delivered upon expiration of the initial paid plan subscription term.  If we agree to invoice you by email, full payment must be received within thirty (30) days from the invoice date. Fees are stated exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). You will be responsible for paying all Taxes associated with your purchases, except for those taxes based on our net income. Should any payment for the Services be subject to withholding tax by any government, you will reimburse us for such withholding tax.  You agree to make all payments in U.S. Dollars, unless the Order Form indicates otherwise.

5.2 Cost Adjustments

We reserve the right to modify the pricing for the Service or any related fees at any time. Changes to pricing will be communicated to users in advance, and continued use of the Service after such changes constitute acceptance of the new pricing terms.

5.3 Auto-Renewal

Unless an Order Form says otherwise, all subscriptions automatically renew (without the need to execute a renewal Order Form) for additional subscription terms of equivalent length, unless one party gives written notice to the other at least thirty (30) days before the end of that subscription term that it does not want the term to renew. We reserve the right to modify the fees for the Services at any time upon thirty (30) days’ prior notice to you, provided that the modified fees will not apply until the next renewal term.

5.4 Credits

Depending on your Service subscription plan, you may receive credits for overages paid in prior months. You understand and agree that any credits that may accrue to your account will expire following expiration or termination of the applicable subscription, will have no currency or exchange value, and will not be transferable or refundable.

5.5 Account Delinquency

In the event of late payments or non-payments, users shall be subject to a 2% monthly compounding interest rate or the maximum rate allowable by law, whichever is less. Any unpaid amounts shall accrue interest from the due date until the date of payment in full. Additionally, WUMU reserves the right to suspend, adjust, or terminate access to the Service for accounts with outstanding balances and that we are not responsible for the loss of access to or the irrecoverability of data due to a failure to keep payments current.

5.6 Termination

We reserve the right to suspend or terminate your access to the Service at any time, with or without cause, and with or without notice.

6. Limitation of Liability

We are not responsible for any outages or disruptions to the Service caused by the communication productivity platform, or any other subprocessor, being unavailable. In no event shall WUMU be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data, or other intangible losses.

7. Indemnification

You agree to indemnify, defend, and hold harmless WUMU LLC, its affiliates, officers, directors, employees, agents, and representatives from and against any and all claims, damages, liabilities, losses, costs, or expenses (including but not limited to attorney's fees) arising out of or resulting from: (a) your use of the Service; (b) your violation of these terms and conditions; (c) your violation of any rights of any third party; or (d) any content or information you submit, post, transmit, or make available through the Service.

8. Damages

In the event of any dispute or claim arising out of or in connection with the Service, our liability shall be limited to the amount paid by the client for the Service during the preceding six-month period.

9. Severability

If any provision of these terms and conditions is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these terms and conditions shall otherwise remain in full force and effect and enforceable.

10. Governing Law, Dispute Resolution, and Arbitration

These terms and conditions shall be governed by and construed in accordance with the laws of the State of Ohio, United States, without regard to its conflict of law provisions. Any dispute, controversy, or claim arising out of or relating to these terms and conditions or the use of the Service shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitration shall take place in Cincinnati, Ohio, and shall be conducted by a single arbitrator appointed in accordance with the AAA rules. Each party will cover its own fees and costs associated with the arbitration proceedings; however, if the arbitrator finds that you cannot afford to pay the fees and costs reasonably associated with the arbitration proceedings, WUMU LLC will pay them for you. You may choose to have the arbitration conducted by telephone, based on written submissions. The language of the arbitration will be English.

The decision of the arbitrator shall be final and binding upon the parties, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Each party shall bear its own costs associated with the arbitration proceedings, except that the prevailing party may be entitled to recover its reasonable attorneys' fees and costs. Additionally, each party hereby submits to the exclusive jurisdiction of the state and federal courts located in Cincinnati, Ohio, for the purpose of enforcing any arbitration award or seeking equitable relief in aid of arbitration.

Notwithstanding the foregoing, WUMU LLC may seek and obtain injunctive relief in any jurisdiction in any court of competent jurisdiction, and you agree that these Terms are specifically enforceable by us through injunctive relief and other equitable remedies without proof of monetary damages.

With respect to any dispute arising out of or related to these terms, including without limitation disputes related to the services: (A) you hereby expressly give up your right to have a trial by jury; and (B) you hereby expressly give up your right to participate as a member of a class of claimants in any lawsuit, including but not limited to class action lawsuits involving any such dispute.

11. General Provisions

11.1 Publicity

Customer grants us the right to use Customer’s company name and logo as a reference for marketing or promotional purposes on our website and in other public or private communications with our existing or potential customers, subject to Customer’s standard trademark usage guidelines as provided to us from time-to-time.

11.2 Force Majeure

Except for payments due under these Terms, neither party will be responsible for any delay or failure to perform that is attributable in whole or in part to any cause beyond its reasonable control, including, without limitation, acts of God (fire, storm, floods, earthquakes, etc.); civil disturbances; pandemic; disruption of telecommunications, power or other essential services; interruption or termination of service by any service providers used by us to host the Services or to link its servers to the Internet; labor disturbances; vandalism; cable cut; computer viruses or other similar occurrences; or any malicious or unlawful acts of any third party. For the sake of clarity, we will not be responsible for any delay or failure under these Terms (or in the Services themselves) that is attributable to any act or omission of any collaboration service or any other third party.

11.3 Relationship of the Parties; No Third Party Beneficiaries

The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third party beneficiaries to these Terms.

11.4 Email and Notification Messages

Except as otherwise set forth herein, all notices under these Terms will be by email, although we may instead choose to provide notice to you through the Services (e.g., a Slack app notification). Notices to Key Forge and WUMU LLC will be sent to support@keyforge.io, except for legal notices, such as notices of termination or any claim of breach, which must be sent to legal@keyforge.io, with a copy to WUMU LLC at 1250 OHIO PIKE #228, AMELIA, OH 45102. Notices will be deemed to have been duly given (a) the day after they are sent, in the case of notices through email; and (b) the same day, in the case of notices sent through the Services.

11.5 Trademarks

You acknowledge and agree that any WUMU LLC and Key Forge names, trademarks, service marks, logos, trade dress, or other branding included on our website or as part of the Services (collectively, the “Marks”) are owned by WUMU LLC and may not be copied, imitated, or used (in whole or in part) without our prior written consent. All other trademarks, names, or logos referenced on our website or the Services (collectively, “Third-Party Trademarks”) are the property of their respective owners, and the use of such Third-Party Trademarks inure to the benefit of their respective owners. The use of such Third-Party Trademarks is intended to denote interoperability, and does not constitute an affiliation by WUMU LLC or its licensors with any company or an endorsement or approval by that company of WUMU LLC, its licensors, or their respective products or services.

11.6 Assignment

You may not assign these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent, and any attempted transfer, assignment or delegation without such consent will be void and of no effect. We may freely transfer, assign or delegate these Terms, or its rights and duties under these Terms, without notice to you. Subject to the foregoing, these Terms will be binding upon and will inure to the benefit of the parties and their respective representatives, heirs, administrators, successors and permitted assigns.

11.7 Waiver

No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right. No waiver under these Terms will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.

11.8 Compliance with Laws

You acknowledge that you are responsible for complying with all applicable laws and regulations associated with your access and use of the Services.

11.9 Entire Agreement

These Terms, together with any policies incorporated into these Terms by reference, constitute the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter (including, without limitation, prior superseded versions of these Terms). Any terms or conditions that you send to us that are inconsistent with or in addition to these Terms are hereby rejected by us, and will be deemed void and of no effect. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order, vendor onboarding process or web portal, or any other Customer order documentation will be incorporated into or form any part of these Terms, and all such terms or conditions will be null and void. Except as expressly set forth in these Terms, the exercise by either party of its remedies will be without prejudice to its other remedies, whether under these Terms or otherwise.

12. Contact Information

If you have any questions or concerns regarding these terms and conditions, please contact us at support@keyforge.io.