Terms of Service

These Terms of Service ("Terms") govern your access to and use of the ID Key
Co. dealer portal (the "Portal") operated by The ID Key Company ("ID Key Co.",
"we", "us", or "our"), located in Edmonton, Alberta, Canada. By signing in to
or using the Portal, you ("Dealer" or "you") agree to these Terms. If you do
not agree, do not use the Portal.

1. Eligibility and Accounts

The Portal is provided solely for authorized wholesale dealers of ID Key Co.
Access is by invitation only. You represent that you are authorized to act
for the dealership associated with your account, that you are at least the
age of majority in your province or territory, and that the information you
provide is accurate and kept current.

You are responsible for all activity that occurs under your account and for
keeping your login credentials confidential. You agree to notify us promptly
at legal@idkeyco.com if you suspect any unauthorized use of your account.

2. Orders and Pricing

Orders placed through the Portal are offers to purchase. An order is not
binding on ID Key Co. until it is confirmed by us in writing (including by
email or by a status change in the Portal). We may decline, cancel, adjust
quantities on, or require modification of any order at our discretion.

Prices, product availability, minimum order quantities, shipping charges,
lead times, and promotional terms shown in the Portal are provided for your
convenience and may change without notice. In the event of a discrepancy
between the Portal and our then-current price list or dealer agreement, the
price list or dealer agreement controls.

Unless otherwise agreed in writing, all sales are governed by ID Key Co.'s
standard dealer terms, including payment, shipping, and return policies.
Payment is due according to the terms on your invoice. Overdue balances may
accrue interest at the maximum rate permitted by applicable law and may
result in suspension of Portal access.

All prices are quoted in Canadian dollars unless expressly stated otherwise.
Applicable GST and any other sales, excise, customs, or similar taxes are
your responsibility and will be added to your invoice where required.

3. Shipping and Risk

Title and risk of loss pass to you in accordance with the Incoterms or
shipping terms identified on your invoice, or, if none is specified, upon
delivery to the carrier at our Edmonton facility. Shipping dates are
estimates only; we are not liable for delays caused by carriers, customs, or
events outside our reasonable control.

4. Acceptable Use

You agree not to:

  (a) use the Portal for any purpose other than placing and managing orders
      as an authorized dealer;
  (b) resell, sublicense, or transfer your account to any other person or
      business;
  (c) scrape, crawl, harvest, or otherwise systematically extract product,
      pricing, or inventory data from the Portal;
  (d) reverse engineer, decompile, or attempt to derive the source code of
      the Portal;
  (e) interfere with or disrupt the integrity, security, or performance of
      the Portal, including by submitting malicious code or excessive
      automated requests;
  (f) use the Portal to infringe any intellectual property right, violate
      any applicable law, or transmit content that is unlawful or harmful;
      or
  (g) circumvent any rate limits, access controls, or other technical
      measures we put in place.

We may enforce reasonable technical limits on Portal usage (including
request rate limits on features such as the Strattec parts lookup) to
protect the service for all dealers.

5. Intellectual Property

The Portal, including its software, design, text, images, product data, and
trademarks, is owned by ID Key Co. or its licensors and is protected by
Canadian and international intellectual property laws. We grant you a
limited, non-exclusive, non-transferable, revocable licence to access and
use the Portal solely to conduct your authorized dealer business with us.
No other rights are granted. The ID Key Co. name and logo are trademarks of
ID Key Co. and may not be used without our prior written consent, other
than as reasonably necessary to market and sell products you have purchased
from us.

Certain product data displayed in the Portal (including make, model, year,
and part-number information) is sourced from third-party manufacturers such
as Strattec and remains the property of those third parties. Your use of
that data is subject to any applicable third-party terms.

6. Dealer Data and Privacy

We collect account information (such as name, email, company, and location),
order history, and usage telemetry in the ordinary course of operating the
Portal. We use this information to provide the Portal, fulfill your orders,
communicate with you about your account, improve our service, and meet our
legal obligations. We process personal information in accordance with
Canada's Personal Information Protection and Electronic Documents Act
(PIPEDA) and Alberta's Personal Information Protection Act (PIPA).

We may use third-party service providers (for example, Supabase for data
hosting, Vercel for application hosting, Resend for transactional email,
and Sentry for error monitoring) to operate the Portal. Some of these
providers may store or process data outside of Canada, including in the
United States. By using the Portal, you consent to such cross-border
processing.

You may contact us at legal@idkeyco.com to access, correct, or delete the
personal information associated with your account, subject to our
record-keeping obligations.

7. Confidentiality

Pricing, promotions, product roadmaps, and any other non-public information
made available to you through the Portal are confidential. You agree to use
that information only for the purpose of your authorized dealer business
with ID Key Co. and not to disclose it to any third party without our prior
written consent, except as required by law.

8. Suspension and Termination

We may suspend or terminate your access to the Portal at any time, with or
without notice, if we reasonably believe that you have breached these
Terms, that your dealer relationship with ID Key Co. has ended or been
suspended, or that continued access poses a security, legal, or business
risk. You may stop using the Portal at any time.

Termination does not relieve you of obligations that by their nature
survive, including obligations to pay amounts owed, confidentiality,
limitation of liability, indemnification, and governing law.

9. Disclaimer of Warranties

The Portal is provided on an "as is" and "as available" basis. To the
fullest extent permitted by law, ID Key Co. disclaims all representations,
warranties, and conditions of any kind, whether express, implied, or
statutory, including any implied warranties of merchantability, fitness for
a particular purpose, title, and non-infringement. We do not warrant that
the Portal will be uninterrupted, error-free, secure, or free of viruses or
other harmful components, or that any data displayed (including third-party
product data) is accurate or complete.

Product warranties, if any, are set out in the written documentation that
accompanies the product or in a separate written agreement between us and
your dealership. Nothing in these Terms limits any non-excludable warranty
or right you may have under applicable law, including the Alberta Sale of
Goods Act.

10. Limitation of Liability

To the fullest extent permitted by law, ID Key Co., its directors, officers,
employees, and contractors will not be liable for any indirect, incidental,
special, consequential, exemplary, or punitive damages, or for any loss of
profits, revenue, goodwill, data, or business opportunities, arising out of
or relating to your use of the Portal, even if we have been advised of the
possibility of such damages.

Our total aggregate liability to you for all claims arising out of or
relating to these Terms or the Portal will not exceed the greater of (a)
the total amount you paid to ID Key Co. under your dealer relationship in
the twelve (12) months immediately preceding the event giving rise to the
claim, or (b) one hundred Canadian dollars (CAD $100).

The limitations in this section do not apply to liability that cannot be
limited or excluded under applicable law.

11. Indemnification

You agree to defend, indemnify, and hold harmless ID Key Co. and its
directors, officers, employees, and contractors from and against any
claims, losses, damages, liabilities, costs, and expenses (including
reasonable legal fees) arising out of or relating to (a) your use of the
Portal, (b) your breach of these Terms, (c) your violation of any
applicable law, or (d) your infringement of any third-party right.

12. Governing Law and Dispute Resolution

These Terms and any dispute arising out of or relating to them or the
Portal are governed by the laws of the Province of Alberta and the
applicable federal laws of Canada, without regard to conflict-of-laws
principles. You and ID Key Co. submit to the exclusive jurisdiction of the
courts of the Province of Alberta sitting in Edmonton, Alberta, for the
resolution of any such dispute, subject to any right to appeal to a higher
court.

The United Nations Convention on Contracts for the International Sale of
Goods does not apply to these Terms or to any order placed through the
Portal.

13. Changes to the Terms

We may update these Terms from time to time. When we make a material change,
we will update the version number and last-updated date above and prompt
you to re-accept the Terms the next time you sign in to the Portal.
Continued use of the Portal after an update constitutes acceptance of the
updated Terms.

14. Entire Agreement; Severability

These Terms, together with any separate written dealer agreement between
ID Key Co. and your dealership, constitute the entire agreement between us
regarding the Portal. If a court of competent jurisdiction finds any
provision of these Terms to be unenforceable, the remaining provisions
remain in full force and effect.

15. Contact

The ID Key Company
Edmonton, Alberta, Canada
legal@idkeyco.com