Terms of Service
Keyfive, LLC.
Effective Date: June 15, 2026
1. Agreement to Terms
These Terms of Service ("Terms") constitute a legally binding agreement between Keyfive, LLC. ("Keyfive," "we," or "us") and the customer, client, or end user ("Customer" or "you") who engages with our software products and professional services. By executing a Statement of Work, contract, or otherwise accessing or using our delivered software, you agree to be bound by these Terms.
These Terms are supplemented by, and should be read in conjunction with, any applicable Statements of Work (SOW), individual contracts, and Non-Disclosure Agreements (NDAs) executed between the parties. In the event of conflict, the order of precedence shall be: (1) individual contract or SOW, (2) NDA, (3) these Terms.
2. Governing Documents
The following documents collectively govern the relationship between Keyfive and its Customers:
• Terms of Service (this document) — establishes baseline rights, responsibilities, and restrictions governing use of all Keyfive software and services.
• Statement of Work (SOW) — defines the scope, deliverables, timelines, and compensation specific to each engagement.
• Contract — executed on a per-project or per-customer basis, containing customer-specific terms, pricing, and service specifications.
• Non-Disclosure Agreement (NDA) — governs the confidential treatment of proprietary information exchanged between Keyfive and the Customer.
These governing documents are contract-specific and customer-specific. Terms and obligations defined within an individual SOW or contract apply exclusively to that engagement and do not generalize to other customers or projects.
3. Software Delivery
Keyfive delivers only completed, production-ready software. We do not release partial builds, alpha or beta software, or works-in-progress to Customers under active contracts unless explicitly agreed to in writing within a given SOW.
All software produced by Keyfive is intended for installation and deployment within Customer environments. Deliverables are scoped per the applicable SOW and contract. The Customer is responsible for maintaining the operating environment, infrastructure, and dependencies necessary to run delivered software unless otherwise specified.
Acceptance of delivered software is governed by the acceptance criteria outlined in the applicable SOW. Unless the SOW specifies otherwise, software shall be deemed accepted upon delivery if no written objection is submitted within ten (10) business days.
4. License and Intellectual Property
4.1 Contract-Specific License Terms
Individual contracts or SOWs will specify licensing arrangements, including but not limited to exclusive licenses, proprietary licenses, or full intellectual property transfer.
5. Disclaimer of Warranties
THE SOFTWARE IS PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IN NO EVENT SHALL KEYFIVE OR ITS CONTRIBUTORS BE LIABLE FOR ANY CLAIM, DAMAGES, OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT, OR OTHERWISE, ARISING FROM, OUT OF, OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.
Customers accept this disclaimer upon execution of a contract or SOW and upon receipt and installation of delivered software.
Nothing in an individual contract or SOW shall be interpreted as creating a warranty unless explicitly labeled as such and executed with the written authority of a Keyfive officer.
6. Confidentiality and Non-Disclosure
Keyfive may require Customers to execute a Non-Disclosure Agreement (NDA) prior to the commencement of any engagement. NDAs are project- and customer-specific and govern the confidential treatment of all proprietary information, trade secrets, source code, design specifications, business processes, and other non-public information exchanged during the course of an engagement.
Customers shall not disclose, share, reverse-engineer, decompile, or use for competitive purposes any confidential information received from Keyfive, except as expressly authorized in writing or as required by law.
The obligations of this section survive the termination or expiration of any contract or SOW for the duration specified in the applicable NDA, or for a minimum of three (3) years if no NDA is in place.
7. Customer Obligations
Customers agree to:
• Use delivered software only in accordance with applicable laws and regulations.
• Not sublicense, resell, or distribute delivered software to third parties without prior written consent from Keyfive.
• Maintain appropriate security measures to protect delivered software from unauthorized access or misuse.
• Provide timely feedback, approvals, and access to resources necessary for Keyfive to fulfill its obligations under each SOW.
• Fulfill all payment obligations as specified in the applicable contract or SOW.
8. Limitation of Liability
To the maximum extent permitted by applicable law, Keyfive's total liability to the Customer for any claims arising out of or relating to these Terms, any SOW, or any contract shall not exceed the total fees paid by the Customer to Keyfive under the applicable SOW or contract giving rise to the claim during the twelve (12) months immediately preceding the claim.
In no event shall Keyfive be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, or business opportunities, even if advised of the possibility of such damages.
9. Term and Termination
These Terms remain in effect for the duration of any active contract or SOW and survive termination with respect to confidentiality, warranty disclaimers, limitation of liability, and any other provisions that by their nature should survive.
Either party may terminate an individual contract or SOW as specified within that document. Termination does not relieve either party of obligations incurred prior to the termination date, including payment for work completed.
10. Governing Law and Dispute Resolution
These Terms and any disputes arising from them shall be governed by the laws of the State of Colorado, without regard to its conflict of law provisions. Any disputes not resolved through good-faith negotiation shall be submitted to binding arbitration or the courts of Arapahoe County, Colorado, as specified in the applicable contract.
11. Updates to These Terms
Keyfive reserves the right to update these Terms to reflect changes in operations, legal requirements, or services. Customers will be notified of material changes via written notice or updated documentation prior to the effective date of any changes. Continued engagement with Keyfive following notification constitutes acceptance of the revised Terms.
The most current version of these Terms is authoritative and supersedes all prior versions.
12. Contact Information
For questions regarding these Terms, please contact:
Keyfive, LLC.
8200 S Quebec St, Ste A3-201
Centennial, CO 80112
contact@keyfive.com
(512) 537-1747
Acknowledgment
By signing below or executing a Statement of Work or contract referencing these Terms, the Customer acknowledges having read, understood, and agreed to be bound by these Terms of Service.
Customer Authorized Signature: ________________________________
Printed Name: ________________________________
Title: ________________________________
Date: ________________________________
Keyfive Authorized Signature: ________________________________
Printed Name: ________________________________
Title: ________________________________
Date: ________________________________