Effective Date: September 13, 2026
Last Updated: October 7, 2026

These Terms of Service (the “Terms”) are a binding agreement between you and Bower & Kip Properties, LLC, a Virginia limited liability company doing business as GrantKey (“GrantKey,” “we,” “us,” or “our”).

These Terms cover two things:

• Part A applies to everyone who visits our website at grantkey.io (the “Site”).
• Part B applies to property managers, hosts, and rental operators who subscribe to the GrantKey service (each an “Operator”).

If you are a guest who received a text message from GrantKey, these Terms do not create an agreement between you and us. Your use of the text-message service is governed by our SMS Terms (grantkey.io/sms), and your stay is governed by your agreement with the Operator who hosts the property.

PART A — WEBSITE TERMS

1. Acceptance

By accessing or using the Site, you agree to these Terms and to our Privacy Policy (grantkey.io/privacy). If you do not agree, do not use the Site.

2. Permitted Use of the Site

You may use the Site to learn about GrantKey, contact us, and manage an account if you have one. You may not:

1. Scrape, crawl, harvest, or use automated means to extract data from the Site, except for search-engine indexing consistent with our robots.txt file;
2. Copy, reproduce, or republish Site content except as permitted by Section 3;
3. Attempt to gain unauthorized access to the Site, our systems, or any account;
4. Probe, scan, or test the vulnerability of the Site or circumvent any security or authentication measure;
5. Interfere with the Site’s operation or impose an unreasonable load on our infrastructure; or
6. Use the Site in violation of any applicable law.

3. Intellectual Property

The Site and all content on it — including text, graphics, logos, the GrantKey name and marks, placard and signage designs, software we own or license, and the arrangement of all of the foregoing — are owned by GrantKey or our licensors and are protected by intellectual property laws. We grant you a limited, revocable, non-exclusive, non-transferable license to view the Site for your internal business use. No other rights are granted. You may not use our name or marks without our prior written permission.

4. Third-Party Links

The Site may link to third-party websites or services. We do not control them, do not endorse them, and are not responsible for their content, practices, or policies.

5. No Professional Advice

Content on the Site is provided for general informational purposes only. It is not legal, insurance, security, or regulatory advice, and you should not rely on it as a substitute for advice from a qualified professional who knows your specific circumstances.

6. Site Provided “As Is”

THE SITE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. We do not warrant that the Site will be uninterrupted, error-free, or free of harmful components.

PART B — OPERATOR SERVICE TERMS

7. Definitions

“Access Incident” means any event in which Backup Access Information is or may have been disclosed through the Service to a person other than the Guest holding the applicable reservation, or is otherwise compromised.

“Agreement” means these Terms together with each Order Form, the Acceptable Use Policy, the SMS Terms, and the Privacy Policy.

“Backup Access Information” means the location of a physical backup key, lockbox, or similar physical access point at a Property, and any code, combination, or instruction needed to retrieve or use it.

“Guest” means an individual who holds or claims to hold a reservation at a Property.

“Operator Data” means all data, content, and information an Operator or its systems provide to or make available to GrantKey, including the Property Configuration Record, Backup Access Information, reservation records, guest names, and contact details.

“Order Form” means the ordering document or written onboarding record signed by both parties that identifies the Operator, the Properties covered, the Fees, and the subscription term.

“Property” means a specific rental unit or dwelling that an Operator has enrolled in the Service.

“Property Configuration Record” means the record — currently maintained as a hosted spreadsheet — in which Property names and aliases, Backup Access Information, fallback contact details, and special instructions are stored for the Service’s use.

“Service” means the GrantKey lockout-fallback service described in Section 8, together with the Site, the Property Configuration Record, and any placards or signage we supply.

“Verification Check” means the automated, rule-based check described in Section 9.

8. What the Service Does

GrantKey is a narrow-purpose, automated lockout-fallback service. It works like this:

1. An Operator enrolls a Property and supplies the Backup Access Information and a reservation data source.
2. A Guest who cannot enter the Property — typically because a smart lock has failed — sends a text message to the phone number we assign to the Operator, usually printed on a placard at the Property. One number is assigned per Operator, covering all of that Operator’s Properties.
3. GrantKey performs an automated Verification Check against the Operator’s reservation data.
4. If the check passes, GrantKey sends the Guest the Backup Access Information and sends the Operator a disclosure notification under Section 20(a).
5. If the check does not pass, GrantKey sends the Guest a message directing them to the Operator and flags the interaction for the Operator to handle manually.

The Service does nothing else. It is not a guest-messaging platform, concierge, check-in assistant, or general-purpose support channel. It does not answer questions about parking, Wi-Fi, house rules, amenities, or anything else. Requests outside its scope are routed to the Operator.

9. How Verification Works — and What It Is Not

The Verification Check is deliberately deterministic and rule-based rather than generative or AI-driven. It compares information the Guest supplies by text message — principally a self-reported name — and the time of the request against the reservation records the Operator has made available, and applies fixed logic to decide whether to release the Backup Access Information.

Operator acknowledges and agrees that the Verification Check is not identity verification. It does not confirm that the person texting is who they say they are. It does not use government identification, biometrics, payment credentials, knowledge-based authentication, device attestation, or any other identity-proofing method. A person who knows a Guest’s name and the approximate dates of that Guest’s stay may be able to pass the Verification Check. The Verification Check reduces, but does not eliminate, the risk that Backup Access Information is disclosed to someone other than the intended Guest.

Operator further acknowledges that disclosing Backup Access Information over unencrypted SMS is an inherent characteristic of the Service, that SMS messages may be intercepted, forwarded, retained on a device, or viewed by someone other than the recipient, and that the Operator — not GrantKey — has evaluated this tradeoff and determined that the Service is appropriate for its Properties and its business.

10. What the Service Is Not

The Service is not:

1. A security system, alarm system, monitored alarm service, intrusion-detection system, or central-station monitoring service;
2. A life-safety system, emergency response service, or substitute for calling 911 or emergency services;
3. A locksmith service, or a substitute for a licensed locksmith;
4. A guarantee of access to any Property at any time;
5. A property management service; or
6. A primary or sole means of Property access.

Emergencies. The Service must never be presented to Guests as a channel for emergencies. In any emergency — fire, medical, threat to personal safety, suspected intrusion — Guests must contact emergency services directly. Operator is responsible for making this clear to its Guests.

11. Eligibility and Account

The Service is offered only to businesses and to individuals acting for business purposes. It is not offered to consumers for personal, family, or household use. By entering into this Agreement, Operator represents that: it is a business entity or an individual acting for business purposes; no enrolled Property is Operator’s primary residence; the Service is not being acquired for personal, family, or household purposes; the individual accepting these Terms is at least 18 years old and authorized to bind Operator; and all information Operator provides is accurate and current.

Operator is responsible for all activity under its account and for maintaining the confidentiality of its credentials. Operator must notify us promptly at [security@grantkey.io] if it suspects unauthorized access.

12. Operator Responsibilities

Operator’s obligations are material terms of this Agreement. Operator shall:

(a) Authority — continuing. Have, and maintain throughout the term, the legal right and authority to disclose the Backup Access Information for each enrolled Property and to keep the Property enrolled. Operator represents that enrollment does not violate any lease, mortgage, condominium or homeowners-association rule, insurance policy, local short-term-rental ordinance, or agreement with a property owner, and that where Operator manages a Property for an owner, Operator has the owner’s authorization. Operator shall notify us and remove a Property from the Service promptly if Operator sells it, loses management authority over it, or otherwise ceases to have the authority described in this Section.

(b) Accuracy. Keep all Operator Data accurate, complete, and current — including keybox and lock codes, keybox locations, Property names and aliases, fallback contact names and phone numbers, and reservation feeds. GrantKey relays what Operator supplies. We do not verify it, and we are not responsible for the consequences of inaccurate, outdated, or incomplete Operator Data.

(c) Code rotation. Maintain the physical security of every keybox, lockbox, and backup key, and rotate codes on this schedule, which is the canonical statement of this obligation and is repeated in the Acceptable Use Policy: Operator shall change a lockbox or keybox code within twenty-four (24) hours after it has been disclosed through the Service or before the next Guest check-in at that Property, whichever is earlier, and in any event at least once every thirty (30) days for any Property that has had a reservation in the preceding thirty (30) days. This obligation applies whether or not Operator receives or reads a disclosure notification from us.

(d) Keybox siting. Site keyboxes in accordance with the siting requirements in the Acceptable Use Policy, which control for this purpose.

(e) Not the primary access method. Maintain a functioning primary means of Property access and not rely on the Service as the primary or sole access method. Operator shall maintain its own ability to assist Guests the Service cannot serve.

(f) Reservation data. Maintain a reliable reservation data source and the integrations needed for the Service to read it, and promptly correct any interruption on Operator’s side.

(g) Placards and disclosures. Display GrantKey placards or signage only as we direct, keep them legible and current, and reproduce the Guest-facing disclosure language we require — including message-rate and opt-out language and the emergency notice — without modification. Operator shall not modify our placard designs or create its own GrantKey-branded materials without our written approval.

(h) Guest relationship and notices. Remain solely responsible for its relationship with its Guests, including its own guest terms, house rules, privacy notices, and any consent or notice required by law before Guest personal information is provided to us. Operator shall inform Guests, in its check-in materials or equivalent, that the Service exists, what it does, and that it must not be used for emergencies. Operator is responsible for the identity and age of the reservation holder at each Property and shall not enroll or maintain a reservation in the Service under the name of a person under 18 years of age.

(i) Legal compliance. Comply with all laws applicable to its business and its use of the Service, including short-term-rental registration and licensing requirements, consumer-protection law, telephone and text-messaging law, and privacy and data-protection law.

(j) Acceptable use. Comply with, and ensure its personnel, contractors, cleaners, co-hosts, and vendors comply with, the Acceptable Use Policy.

(k) Cooperation. Respond promptly to escalations the Service flags for manual handling, and keep its fallback contact reachable.

(l) Self-certification. At each renewal, and within ten (10) business days after an Access Incident or a written request from us following one, confirm in writing that it is complying with Sections 12(a), (c), (e), and (g), and provide reasonable evidence of code rotation for the affected Property.

13. Operator Insurance

Operator shall maintain, at its own expense and throughout the term, commercial general liability insurance with limits of at least $1,000,000 per occurrence and $2,000,000 aggregate, together with coverage appropriate to short-term-rental operations. Operator shall name GrantKey as an additional insured on request and provide a certificate of insurance on request.

Coverage gap warning. Many property and liability policies exclude losses arising from the voluntary disclosure of access credentials, or from theft occurring without forcible entry. Operator is responsible for confirming with its broker that its coverage responds to a loss arising from disclosure of Backup Access Information through the Service, and represents that it has considered this question.

14. Messaging Compliance (A2P / 10DLC)

(a) Registration. Text messaging to U.S. mobile numbers requires brand and campaign registration with carrier systems. Operator shall promptly provide the information we reasonably require for registration and shall ensure it is accurate.

(b) Authorization. Operator authorizes GrantKey to send and receive text messages on Operator’s behalf in connection with Operator’s Properties, as Operator’s limited agent for that purpose only.

(c) Call-to-action integrity. Operator represents that every place it presents the GrantKey number to Guests reproduces the disclosure language required by Section 12(g) without modification, and matches the program description published in the SMS Terms. Operator shall not advertise, publish, or distribute the GrantKey number other than in the Property’s own Guest-facing materials.

(d) Opt-outs. Operator shall not attempt to override, suppress, or work around a Guest’s opt-out.

(e) Carrier penalties. Operator is responsible for, and shall reimburse us for, any carrier fee, fine, penalty, surcharge, or campaign suspension attributable to Operator’s Properties, placards, call-to-action materials, or messaging conduct.

15. Fees, Billing, and Term

(a) Fees. Operator shall pay the applicable fees for the Service (“Fees”), consisting of a one-time setup fee, a recurring per-Property subscription fee, a one-time per-Property placard fee, and a flat one-time shipping and handling fee per order. For Operators who sign up through grantkey.io, the Fees are the amounts shown at grantkey.io/pricing at the time of signup and confirmed in Operator’s order confirmation. For Operators who sign up through a separately negotiated Order Form, the Fees are as stated in that Order Form. Current pricing is stated at grantkey.io/pricing or in Operator’s Order Form, whichever applies; it is not fixed by these Terms.

(b) Initial term and renewal. Unless the Order Form says otherwise, the initial subscription term is twelve (12) months, billed monthly in advance, and automatically renews for successive one-month periods unless either party gives written notice of non-renewal: at least thirty (30) days before the end of the initial term, or at least ten (10) days before the end of any monthly renewal term. We will send Operator a reminder notice before the initial term renews.

(c) Minimums, added Properties, and volume tiers. For Operators signed up through grantkey.io, there is no minimum Property count beyond the one (1) Property required to enroll, and the volume rate takes effect once Operator has at least ten (10) enrolled Properties. For Operators on a negotiated Order Form, the Order Form states any applicable minimum Property count and minimum monthly Fee for the initial term. Operator may add Properties at any time. A Property is added, and its Fees begin, when Operator submits it and we accept it for the Service, except as stated below for Properties that require additional setup. The per-Property placard fee and the shipping and handling fee for an added Property are charged to Operator’s payment method on file when the Property is added. The per-Property subscription Fee for an added Property is prorated for the then-current billing period; for an Operator billed monthly, the prorated amount is added to the next invoice, and for an Operator who prepaid annually under Section 15(l), it is charged when the Property is added. If the charge for an added Property is declined, the Property is not added. Properties that require additional setup: if, when Operator adds a Property, we tell Operator that the booking platform for that Property requires additional setup before we can verify Guests, no Fees (including the placard fee and the shipping and handling fee) are charged for that Property when it is added, and its Fees begin, as stated in the preceding sentences, when Operator saves a calendar connection for that Property in the Service. Removing a Property does not reduce Fees below any applicable stated minimum for the remainder of the initial term. A volume rate applies from the first full billing period in which the Property threshold is met, and ceases to apply from the first full billing period in which it is not.

(d) Payment. Fees are charged to the payment method on file. Operator authorizes us and our payment processor to charge that method on a recurring basis and is responsible for keeping payment information current.

(e) Taxes. Fees are exclusive of all taxes. Where sales, use, or similar tax is legally due on a Fee, we will calculate, collect, and remit it as a separately stated amount at the time of sale. Operator is responsible for any such tax we are not required to collect, and for all taxes other than taxes on our net income.

(f) Late payment and suspension. Amounts not paid when due may accrue interest at the lesser of 1% per month or the maximum rate permitted by law. If an invoice is more than ten (10) days overdue, we may suspend the Service after giving Operator written notice. A suspended Service will not respond to Guests. Suspension does not relieve Operator of its payment obligations.

(g) Acceleration. If we terminate for cause under Section 25(b), or if Operator abandons the Service or stops paying during the initial term outside the first 30-day window described in Section 15(k), all Fees for the remainder of the initial term become immediately due as an agreed measure of the parties’ bargain and not as a penalty. These Fees are calculated at Operator’s then-current monthly subscription rate for its enrolled Properties (or, for an Order Form Operator, the minimum monthly Fee stated in the Order Form).

(h) Collection costs. In any action to collect Fees, the prevailing party is entitled to recover its reasonable attorneys’ fees and costs.

(i) No refunds. Except as expressly stated in this Agreement or required by law, all Fees are non-refundable, including setup fees and fees for partial periods.

(j) Price changes. We may change Fees effective at the start of any renewal term by giving at least thirty (30) days’ written notice. If Operator does not accept a change, Operator may terminate effective on the date the change would take effect by giving written notice before that date, and we will refund any prepaid unused Fees.

(k) First 30-day window. During the first thirty (30) days of the initial term, Operator may cancel the Service without owing subscription Fees for the remaining months of the initial term. If Operator prepaid annually under Section 15(l), we will refund the prepaid Subscription Fee, prorated for the unused portion of the annual term. The one-time setup fee is non-refundable, any placard that has already shipped is non-refundable, and any other cost already incurred is not refunded. This window does not extend to any renewal term.

(l) Optional annual prepayment. Operator may elect at signup to prepay twelve (12) months of the per-Property subscription Fee at the discounted annual rate stated at grantkey.io/pricing, in place of monthly billing during the initial term. The annual Fee is due in full at signup, is calculated using the volume rate applicable to Operator’s enrolled Property count at signup, and is otherwise subject to this Section 15, including Section 15(k).

16. Early Access and Service Changes

The Service is in an early stage of commercial availability. Operator acknowledges that features, integrations, message wording, and supported reservation platforms may change, and that we may add, modify, or discontinue features. We will give Operator reasonable advance notice of any change that materially reduces core functionality. If we discontinue the Service entirely, we will give Operator at least sixty (60) days’ notice and refund any prepaid Fees covering the period after discontinuation.

17. Availability and Dependencies

We aim to keep the Service available continuously, but we do not offer a service-level agreement or uptime commitment, and the Service may be unavailable due to maintenance, updates, or circumstances beyond our reasonable control. We will use reasonable efforts to respond to Operator support requests promptly; response targets we publish or discuss are goals, not commitments.

The Service depends on third parties that we do not control, including mobile carriers, SMS gateways and telephony providers, workflow-automation platforms, cloud spreadsheet and calendar providers, and Operator’s property-management system and reservation feeds. Message delivery, timing, and ordering are not guaranteed. An interruption, delay, error, or outage in any of these dependencies may prevent the Service from responding to a Guest, and we are not liable for it.

18. Guests Are Not Parties

Guests are not parties to this Agreement and have no rights under it. There are no third-party beneficiaries of this Agreement. In interacting with Guests, GrantKey acts on Operator’s instructions and on the basis of Operator Data, as Operator’s limited agent for messaging under Section 14(b). Operator is responsible for the content of the Backup Access Information and Property instructions we relay on its behalf.

19. Operator Data, Privacy, and Data Roles

(a) Ownership and license. Operator retains all right, title, and interest in Operator Data. Operator grants GrantKey a non-exclusive, worldwide license to host, store, process, transmit, and display Operator Data as necessary to provide and support the Service, to maintain logs and audit records, and to protect the security and integrity of the Service. This license survives termination as to data we retain under Section 19(g).

(b) Data protection roles. As between the parties, Operator is the controller (or business) with respect to Guest personal information, and GrantKey acts as processor (or service provider). GrantKey shall: process Guest personal information only to provide the Service and as otherwise permitted by this Agreement; not sell Guest personal information and not share it for cross-context behavioral advertising; not use Guest mobile phone numbers or other mobile information for marketing or promotional purposes and not share them with third parties or affiliates for marketing or promotional purposes; maintain reasonable administrative, technical, and physical safeguards; impose materially similar obligations on subprocessors; reasonably assist Operator in responding to verified individual rights requests; and certify deletion on request.

(c) Subprocessors. We use third-party service providers to operate the Service; current categories are described in our Privacy Policy and a named list is available on request. We will give Operator at least thirty (30) days’ notice before adding a subprocessor that will process Guest personal information, and if Operator reasonably objects on data-protection grounds and we cannot offer an alternative, Operator may terminate the affected Service and receive a refund of prepaid unused Fees.

(d) Aggregated data. We may generate and use de-identified and aggregated data derived from use of the Service to operate, secure, analyze, and improve the Service, provided such data does not identify Operator, any Property, or any Guest. We do not use Guest message content to train generative AI models.

(e) Legal requests. We may disclose Operator Data where required by law, subpoena, or court order, and will give Operator notice where we are legally permitted to do so.

(f) Access logs and export. During the term, Operator may request the access-event logs for its own Properties, which we will provide within a reasonable period. Before termination takes effect, and for thirty (30) days after, Operator may request an export of its Operator Data and access logs.

(g) Retention after termination. On termination we will delete or return Operator Data as provided in Section 25(d), except that we may retain: (i) access-event logs and records reasonably necessary for legal, accounting, security, audit, or dispute-preservation purposes; and (ii) backups until they expire in the ordinary course. Retained data remains subject to Section 19(b).

(h) Standalone DPA. Where Operator’s own compliance obligations require a separate data processing agreement, the parties will negotiate one in good faith; until executed, this Section 19 governs.

20. Access Incidents and Security Incidents

(a) Disclosure notifications. Each time the Service releases Backup Access Information, we will send the Operator a notification by the channels on file. We will use reasonable efforts to send it promptly, but delivery and timing depend on third parties and are not guaranteed. Operator’s obligations under Section 12(c) do not depend on receiving it.

(b) Access Incidents. Either party shall notify the other promptly on becoming aware of an Access Incident. On an Access Incident, Operator shall immediately rotate the affected code, secure the keybox, notify the affected Guest and property owner to the extent Operator determines is appropriate or is legally required, and preserve relevant records. Both parties shall cooperate reasonably in investigating. We may suspend the affected Property under Section 25(e) until Operator confirms the code has been rotated.

(c) Security incidents. If we confirm a security breach affecting Operator Data, we will notify Operator within seventy-two (72) hours of confirmation, provide the information reasonably available to us that Operator needs to assess its own notification obligations, and keep Operator reasonably informed as the investigation proceeds.

21. Intellectual Property in the Service

GrantKey and its licensors own all right, title, and interest in the Service, including all software we own or license, automation workflows, verification logic, message templates, placard and signage designs, documentation, and the GrantKey name, logos, and marks, and all intellectual property rights in them. Subject to this Agreement and payment of Fees, we grant Operator a limited, non-exclusive, non-transferable, revocable license during the term to access and use the Service for its own internal business operations at its enrolled Properties.

Operator shall not: (i) copy, modify, or create derivative works of the Service; (ii) reverse engineer, decompile, or attempt to derive the Service’s source code, verification logic, or workflow structure, except to the extent such restriction is prohibited by law; (iii) resell, sublicense, rent, or provide the Service to third parties, or use it for the benefit of anyone other than Operator and its enrolled Properties; (iv) use the Service to build a competing product; or (v) remove or obscure any proprietary notice.

Feedback. If Operator gives us suggestions or feedback about the Service, we may use it without restriction or obligation, and Operator grants us a perpetual, irrevocable, worldwide, royalty-free license to do so. We will not identify Operator as the source without its permission.

22. Disclaimer of Warranties

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND GRANTKEY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, GRANTKEY DOES NOT WARRANT THAT: (A) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (B) ANY MESSAGE WILL BE DELIVERED, DELIVERED PROMPTLY, OR DELIVERED IN ORDER; (C) THE VERIFICATION CHECK WILL CORRECTLY IDENTIFY ANY PERSON, WILL NOT RELEASE BACKUP ACCESS INFORMATION TO AN UNINTENDED RECIPIENT, OR WILL NOT DECLINE A LEGITIMATE GUEST; (D) THE SERVICE WILL PREVENT UNAUTHORIZED ENTRY, THEFT, PROPERTY DAMAGE, OR PERSONAL INJURY; OR (E) THE SERVICE WILL MEET OPERATOR’S REQUIREMENTS OR ACHIEVE ANY PARTICULAR RESULT.

23. Limitation of Liability

(a) Excluded damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BOOKINGS, LOST DATA, LOSS OF GOODWILL, REPUTATIONAL HARM, NEGATIVE REVIEWS, GUEST COMPENSATION OR REFUNDS, ALTERNATIVE ACCOMMODATION COSTS, OR COSTS OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THIS AGREEMENT, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. This Section 23(a) does not limit either party’s obligation to indemnify the other for amounts payable to a third party under Section 24.

(b) Liability cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, GRANTKEY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE WILL NOT EXCEED THE GREATER OF (I) THE TOTAL FEES PAID BY OPERATOR TO GRANTKEY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY, OR (II) FIVE THOUSAND U.S. DOLLARS ($5,000).

(c) Exclusions. The cap in Section 23(b) does not apply to: Operator’s payment obligations; either party’s indemnification obligations under Section 24; or either party’s fraud, gross negligence, or willful misconduct. GrantKey’s total liability under Section 24(b) (IP indemnity) will not exceed twenty-five thousand U.S. dollars ($25,000).

(d) Personal injury. Nothing in Sections 22, 23, or 24 limits or allocates liability for personal injury or wrongful death to any extent prohibited by Virginia law. The remaining limitations apply to the fullest extent permitted and are severable from any portion held unenforceable.

(e) Allocation of risk. The parties agree that the limitations in Sections 22 and 23 are a fundamental basis of the bargain, reflect the Fees charged, and will apply even if a limited remedy fails of its essential purpose. Operator acknowledges that the Fees are small relative to the value of the Properties and the potential magnitude of loss from an access-related incident, that Operator controls the physical security of its Properties and the accuracy of its Operator Data, that Operator is better positioned to insure these risks, and that Operator maintains the insurance required by Section 13.

24. Indemnification

(a) By Operator. Operator shall defend, indemnify, and hold harmless GrantKey and its members, officers, employees, and agents from and against any third-party claim, demand, suit, or proceeding, and all resulting losses, damages, liabilities, settlements, costs, and reasonable attorneys’ fees (and any fine or penalty assessed against GrantKey arising from Operator’s conduct), arising out of or relating to:

1. Inaccurate, outdated, or incomplete Operator Data;
2. Backup Access Information disclosed through the Service, or any unauthorized entry, theft, or property damage alleged to result from it, including where the claim arises in whole or in part from GrantKey’s ordinary negligence, but excluding claims to the extent caused by GrantKey’s gross negligence or willful misconduct;
3. Operator’s failure to rotate codes or secure keys as required by Section 12(c);
4. Operator’s breach of Section 12, Section 13, Section 14, or the Acceptable Use Policy;
5. Operator’s violation of law, including short-term-rental, telemarketing, text-messaging, or privacy law;
6. Any claim by a Guest, property owner, neighbor, insurer, lessor, or association relating to Operator’s Properties or Operator’s use of the Service; or
7. Operator’s failure to obtain any consent, or give any notice, required before Guest personal information was provided to us.

This Section is intended to allocate risk to the maximum extent Virginia law permits, and applies to personal-injury claims only to the extent permitted.

(b) By GrantKey. We shall defend, indemnify, and hold harmless Operator from and against any third-party claim alleging that the Service, as provided by us and used in accordance with this Agreement, infringes a United States patent, copyright, trademark, or trade secret, and pay resulting damages finally awarded or amounts we agree in settlement, subject to the sub-cap in Section 23(c). This does not apply to claims arising from Operator Data, Operator’s modifications, Operator’s combination of the Service with other products, or Operator’s use in breach of this Agreement. We may, at our option, modify the Service to be non-infringing, procure the right to continue, or terminate the affected Service and refund prepaid unused Fees. This Section states our entire liability for infringement claims.

(c) Procedure. The indemnified party shall promptly notify the indemnifying party of the claim, give the indemnifying party control of the defense and settlement (provided no settlement imposes non-monetary obligations on, or admits fault by, the indemnified party without its consent), and cooperate at the indemnifying party’s expense. The indemnified party may participate in the defense with its own counsel at its own expense, and may assume the defense at the indemnifying party’s expense if the indemnifying party fails to defend within a reasonable period.

25. Suspension and Termination

(a) By Operator. Operator may terminate at the end of the initial term or any renewal term under Section 15(b), or under Section 15(j) or 19(c). Operator may terminate immediately if GrantKey materially breaches this Agreement and fails to cure within thirty (30) days of written notice, in which case we will refund prepaid unused Fees.

(b) By GrantKey for cause. We may terminate this Agreement immediately on written notice if Operator: breaches the Acceptable Use Policy; uses the Service in a way that creates a material risk of harm to any person, property, another Operator, or our systems; fails to pay Fees more than thirty (30) days overdue; loses the authority required by Section 12(a) for an enrolled Property and fails to remove it; or becomes insolvent or subject to bankruptcy proceedings. For any other material breach, we may terminate if Operator fails to cure within fifteen (15) days of written notice.

(c) By GrantKey for convenience. We may terminate on sixty (60) days’ written notice, refunding prepaid unused Fees.

(d) Effect of termination. On termination or expiration: Operator’s right to use the Service ends immediately; Operator shall promptly remove or cover all GrantKey placards and signage at its Properties and stop directing Guests to the GrantKey number; all accrued Fees, including any amount accelerated under Section 15(g), become immediately due; and we will delete Operator Data within a reasonable period, subject to Sections 19(f) and 19(g).

(e) Property-level and account-level suspension. In addition to termination, we may suspend the Service for one or more individual Properties, or for the account as a whole, where: payment is overdue under Section 15(f); we reasonably believe a Property’s configuration or placard creates a risk of harm or a carrier-compliance violation; an Access Incident is unresolved under Section 20(b); or we are investigating a credible report of a violation of the Acceptable Use Policy. We may suspend immediately and without prior notice where there is an immediate risk to a person, a property, or our systems, and will notify Operator as soon as reasonably practicable with an explanation of what is required to restore service. Suspension does not relieve Operator of its payment obligations unless we agree otherwise in writing.

(f) The assigned number after termination. We may respond to messages sent to the assigned number after termination by directing the sender to the Operator or to emergency services, and will not reassign the number to another Operator for at least ninety (90) days. Operator’s obligations under Sections 12(g) and 25(d), and its indemnity under Section 24(a), continue to apply to placard traffic generated after termination by placards Operator failed to remove. If Operator does not remove its placards within fifteen (15) days of termination, we may notify the property owner or the applicable listing platform.

(g) Survival. The following survive termination or expiration: Sections 3, 7, 9, 10, 15 (as to amounts accrued or accelerated before termination, and Sections 15(h) and 15(i)), 18, 19(a) (as to retained data), 19(b), 19(d)–(g), 21, 22, 23, 24, 25(d), 25(f), 26, and 27, together with any provision that by its nature should survive.

26. Governing Law and Dispute Resolution

(a) Governing law. This Agreement is governed by the laws of the Commonwealth of Virginia, excluding its conflict-of-laws rules and excluding the U.N. Convention on Contracts for the International Sale of Goods.

(b) Arbitration. Except for the equitable relief described in Section 26(g), any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration administered under the Commercial Arbitration Rules of the American Arbitration Association, before a single arbitrator, seated in Charlottesville, Virginia. This Agreement to arbitrate is governed by the Federal Arbitration Act. Judgment on the arbitrator’s award may be entered in any court of competent jurisdiction.

(c) Informal resolution first. Before filing any claim, the initiating party shall give the other written notice describing the dispute and the relief sought, and the parties shall attempt in good faith to resolve it for thirty (30) days. This period tolls the limitations period in Section 26(f).

(d) Class action and jury trial waiver. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY ALSO KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY COURT PROCEEDING PERMITTED UNDER THIS AGREEMENT, INCLUDING UNDER SECTION 26(g).

(e) Attorneys’ fees. In any action arising out of or relating to this Agreement, the prevailing party is entitled to recover its reasonable attorneys’ fees and costs.

(f) Limitations period. Any claim arising out of or relating to this Agreement must be brought within one (1) year after the claim accrues. This Section does not apply to claims for non-payment, claims under Section 24 (indemnification), claims for breach of Section 27(a) (confidentiality) or Section 21 (intellectual property), or to any claim to the extent a shorter period is prohibited by law, including claims for personal injury.

(g) Equitable relief. Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information without first complying with Section 26(c).

27. General

(a) Confidentiality. Each party shall protect the other’s non-public business, technical, and financial information disclosed in connection with this Agreement with at least reasonable care, use it only for purposes of this Agreement, and not disclose it except to personnel and advisors with a need to know who are bound by similar obligations. This does not apply to information that is or becomes public without breach, was already known, is independently developed, or is rightfully received from a third party. Compelled disclosure is permitted with notice where legally allowed. Nothing in this Section prevents either party from making a report permitted by the Acceptable Use Policy or required by law.

(b) Changes to the Agreement. We may modify these Terms, the Acceptable Use Policy, and the SMS Terms. For any change that materially affects Operator’s rights or expands Operator’s obligations, we will give at least thirty (30) days’ notice by email to the address on Operator’s account or by notice in the Service, and the change takes effect at the start of the next renewal term or thirty (30) days after notice, whichever is later. Other changes take effect when posted. Continued use after the effective date constitutes acceptance. If a change materially reduces Operator’s rights or materially expands its obligations, Operator may terminate before the change takes effect and receive a refund of prepaid unused Fees; this right does not otherwise relieve Operator of the minimum commitment in Section 15(c). For the Site (Part A) and the Privacy Policy, changes take effect as stated in those documents.

(c) Force majeure. Neither party is liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disaster, severe weather, war, terrorism, civil unrest, labor disputes, governmental action, epidemic, power or telecommunications failure, carrier network failure, internet or cloud-provider outage, or failure of a third-party platform on which the Service depends.

(d) Relationship of the parties. The parties are independent contractors. This Agreement creates no partnership, joint venture, franchise, or employment relationship, and no agency except the limited agency for messaging granted in Section 14(b).

(e) Assignment. Operator may not assign this Agreement without our prior written consent, except to a successor in a merger or sale of substantially all of its assets that is not a competitor of GrantKey. We may assign this Agreement to an affiliate or in connection with a merger, reorganization, or sale of all or substantially all of our assets — including a reorganization that places the GrantKey business in a separate legal entity — and Operator consents to such assignment.

(f) Notices. Notices to us must be sent to [legal@grantkey.io] and to 866 Belvedere Boulevard, Charlottesville, VA 22901. Notices to Operator may be sent to the email address on its account and are deemed given when sent. Each party is responsible for keeping its notice address current.

(g) Publicity. Neither party will use the other’s name or marks in publicity without prior written consent.

(h) Export and sanctions. Operator represents that it is not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. sanctions, and is not a person with whom U.S. persons are prohibited from dealing.

(i) Entire agreement; order of precedence. This Agreement is the entire agreement between the parties regarding its subject matter and supersedes all prior proposals and understandings. In a conflict, these Terms control, except that the commercial terms expressly set out in a signed Order Form — Fees, term, Property list, minimums, and any provision that expressly states it amends these Terms and is signed by both parties — control over these Terms. Otherwise the order of precedence is: (1) these Terms, (2) the Order Form, (3) the Acceptable Use Policy, (4) the SMS Terms, (5) the Privacy Policy. Any purchase order or Operator-provided terms are rejected and have no effect.

(j) Severability; no waiver. If a provision is held unenforceable, it will be modified to the minimum extent necessary or severed, and the remainder stays in effect. A failure to enforce a provision is not a waiver of it.

(k) Counterparts and electronic signature. An Order Form may be signed in counterparts and by electronic signature, each of which is an original.

(l) Headings and interpretation. Headings are for convenience only. “Including” means “including without limitation.”

28. Contact

GrantKey — a product of Bower & Kip Properties, LLC
866 Belvedere Boulevard, Charlottesville, VA 22901
[legal@grantkey.io] · (571) 406-4034